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EX-31.01 - EXHIBIT 31.01 - Petron Energy II, Inc.peii0104form10qa331ex3101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 FORM 10-Q/A

 

AMENDMENT NO. 3

 

☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File Number 333-160517

 

PETRON ENERGY II, INC.

 (Exact name of registrant as specified in its charter)

 

Nevada   26-3121630
(State of incorporation)   (I.R.S. Employer Identification No.)

 

17950 Preston Road, Suite 960

Dallas, Texas 75252

(Address of principal executive offices)

 

(972) 272-8190

(Registrant’s telephone number)

 

 

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      ☐ No

 

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     ☐ No (Not required)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐

 

Non-Accelerated Filer ☐ Smaller Reporting Company ☑

 

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

☐ Yes ☑ No

 

As of March 31, 2012, there were 112,787,511 shares of the registrant’s $0.001 par value common stock issued and outstanding.


 

Explanatory Note

 

This Amendment No. 3 on Form 10-Q/A (this “Third Amendment”) amends Petron Energy II, Inc.’s Quarterly Report on Form 10-Q (the “Original Filing”) originally filed on May 21, 2012 with the Securities and Exchange Commission (the “Commission”), Amendment No. 1 on Form 10-Q/A (the “First Amendment”) originally filed with the Commission on June 5, 2012, and Amendment No. 2 on Form 10-Q/A (the “Second Amendment”) originally filed with the Commission on August 24, 2012. We are filing this Third Amendment for the purpose of responding to certain comments received from the Staff of the Securities and Exchange Commission.  For convenience and ease of reference, the Company is filing this Form 10-Q/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of May 21, 2012, the filing date of the Original Filing. Except as stated herein, this Amended Form 10-Q/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date.

 


 

 

Page - 1


 

 

 

PETRON ENERGY II, INC.

TABLE OF CONTENTS

     
  Page
   
PART I.                 FINANCIAL INFORMATION  
   
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
ITEM 4. CONTROLS AND PROCEDURES 12
   
PART II.               OTHER INFORMATION  
   
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 1A. RISK FACTORS 13
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. [REMOVED AND RESERVED] 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS 14

 

 

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Petron Energy II, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "PEII" refer to Petron Energy II, Inc.

 

 

 

 

 

Page - 2


 

 

 PART I - FINANCIAL INFORMATION

 

 

ITEM 1.                      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

INDEX

 

 F-1

 

Unaudited Consolidated Balance Sheet as of Three Months Ended March 31, 2012 and Audited Consolidated Balance Sheet as of December 31, 2011

 

F-2

Unaudited Consolidated Statement of Operations for the Three Months Ended March 31, 2012 and 2011

 

F-3

Unaudited Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2012 and 2011

 

F-4

Notes to Condensed Consolidated Financial Statements Unaudited

 

F-5

 

 

 

 

F - 1


 

 

 

 

PETRON ENERGY II, INC.

CONSOLIDATED BALANCE SHEET

 

 

  March 31,     December 31,  
  2012     2011  
  (unaudited)     (audited)  
ASSETS          
Current Assets          
           
Cash $ 61,227      $ 106,850  
Accounts Receivable--Oil & gas sales   40,280        53,466  
Total Current Assets   101,507        160,316  
               
Pipeline, net of accumulated depreciation of $195,755              
     and $179,289, respectively   792,245        808,711  
Producing Oil & Gas Properties, net of accumulated depletion              
     of $663,295 and $628,795, respectively   1,429,266        1,433,068  
Other Depreciable Equipment, net of accumulated              
     depreciation of $38,597 and $31,339, respectively   175,306        180,264  
Other  Assets   31,575        31,575  
               
TOTAL ASSETS $ 2,529,899      $ 2,613,934  
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              
Current Liabilities              
               
Accounts Payable--Trade $ 704,275      $ 443,114  
Accounts Payable--Related Party   71,221        50,617  
Accrued Liabilities   110,793        72,158  
Total Current Liabilities   886,289        565,889  
               
Asset Retirement Obligation   25,540        25,540  
Common Stock Issuance Liability   5,904,090           
TOTAL LIABILITIES   6,815,919        591,429  
               
STOCKHOLDERS' EQUITY (DEFICIT)              
Preferred Stock, 10,000,000 shares authorized, 5,911,000 designated as follows:          
Convertible Preferred Stock Series B, $0.001 par value              
     5,910,000 issued and outstanding   5,910        -  
Preferred Stock Series A, $0.001 par value              
      issued and outstanding         1  
Common Stock, $0.001 par value, 1,000,000,000 shares authorized,              
     112,787,511 and 110,727,511 issued and outstanding, respectively   112,788        110,727  
Additional Paid-In Capital   13,642,878        13,406,937  
Accumulated Deficit   (18,047,597  )     (11,495,160 )
Total Stockholders' Equity (Deficit)   (4,286,020)       2,022,505  
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 2,529,899      $ 2,613,934  

 

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

 

 

 

F - 2


 

 

 

PETRON ENERGY II, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

 

    Three Months Ended March 31,  
    2012     2011  
             
Revenues            
             
     Oil & Gas Sales   $ 81,731     $ 41,945  
     Pipeline Revenue     8,903       1,064  
          Total Revenue     90,634       43,009  
                 
Costs and Expenses                
                 
     Cost of Revenue     84,486       59,358  
     Depletion, Depreciation and Amortization     58,224       27,967  
     Impairment     5,903,000       -  
     General and Administrative     597,362       435,355  
          Total Expenses     6,643,072       522,680  
                 
     Loss from Operations and Income Taxes     (6,552,438 )     (479,671 )
                 
Income Tax Benefit     -       -  
                 
     Net Loss     (6,552,438 )     (479,671 )
                 
Stock Dividends     -       (875 )
                 
          Net Loss Available to Common Stockholders   $ (6,552,438 )   $ (480,546 )
                 
                 
Loss per share--basic and diluted   $ (0.06 )   $ (0.01 )
                 
Weighted average number of shares--basic and diluted     112,147,511       83,880,266  
                 

 

 

 

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

 

 

 

F - 3


 

 

 

PETRON ENERGY II, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

 

 

    Three Months Ended March 31,  
    2012   2011  
           
OPERATING ACTIVITIES          
Net Loss   $ (6,552,438 ) $ (479,671 )
Adjustments to reconcile net loss to              
     cash used by operating activitites:              
     Depletion and depreciation     58,224     27,967  
     Stock issued for services     -     271,276  
     Impairment     5,903,000     -  
Change in other  asset and liabilities:              
     Decrease in oil & gas receivables     13,187     840  
     (Decrease) Increase in accounts payable     281,767     (9,556 )
     Increase in accrued liabilities     38,635     75  
Cash used in operating  activities     (257,625 )   (189,069 )
               
INVESTING ACTIVITIES              
Investment in oil & gas properties     (23,698 )   (90,332 )
Purchase of other equipment     (2,300 )   -  
Cash used in investing activities     (25,998 )   (90,332 )
               
FINANCING ACTIVITIES              
Proceeds from sales of stock     238,000     257,500  
Stock dividend     -     (875 )
Cash from financing activities     238,000     256,625  
Decrease in cash     (45,623 )   (22,776 )
Cash at beginning of quarter     106,850     88,742  
               
Cash at end of quarter   $ 61,227   $ 65,966  
               
Supplemental Disclosure of Cash Flow Information              
Non-Cash Investing and Financing Activities:              
     Oil & gas properties   $ 5,910,000   $ -  
     Preferred Stock     (5,910 )   -  
     Common Stock Issuance Liabilities     (5,904,090 )   -  
               
    $ -   $ -  

 

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

 

 

 

F - 4


 

 

 

PETRON ENERGY II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012 and 2011

 

 1. INCORPORATION AND NATURE OF OPERATIONS

 

Petron Energy II, Inc. (“Petron Energy” or the “Company”) was formerly known as Restaurant Concepts of America, Inc. and was incorporated in June 2007 under the laws of the State of Texas; and on April 2011, was reincorporated in the State of Nevada.

 

The Company is engaged primarily in the acquisition, development, production, exploration for and the sale of oil, gas and gas liquids in the United States. As of December 31, 2011 the Company is operating in the states of Texas and Oklahoma. In addition, the Company operates two gas gathering systems located in Tulsa, Wagoner, Rogers and Mayes counties of Oklahoma. The pipeline consists of approximately 132 miles of steel and poly pipe, a gas processing plant and other ancillary equipment. The Company sells its oil and gas products primarily to a domestic pipeline and to another oil company.

 

F - 5


 


 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

 The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries:

 

 Subsidiary Name       Organization Date
 Petron Energy II Pipeline, Inc.    April 2008
 Petron Energy II Well Service, Inc.   July 2008

                                                                                                                                                                      

The interim consolidated financial statements as of March 31, 2012 and 2011 have been prepared in accordance with generally accepted accounting principles for interim financial information.  Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements.  These interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2011.  In the opinion of management, the interim unaudited consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented.

 

The consolidated statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2012 and 2011.  Operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

 

Going concern uncertainty

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $6,552,438 for the quarter ended March 31, 2012 (2011 - $479,671) and at March 31, 2012 had an accumulated deficit of $18,047,598 (2011 – $8,847,090). While the Company has recognized revenues from operations, the revenues generated are not sufficient to sustain operations.   The Company does not have sufficient funds to acquire new business assets or maintain its existing operations at this time.  Management’s plan is to raise equity and/or debt financing as required but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

 

 

 

Page - 8


 

 

 

These financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

 

3. ASSET PURCHASE AND IMPAIRMENT

 

On August 8, 2011, the Company entered into an “Asset Purchase Agreement” with ONE Energy Capital Corp. (“ONE Energy”). The Company purchased producing oil and gas wells owned by ONE Energy by issuing 5,910,000 shares of the Company’s Series B Preferred Stock. ONE Energy has the right to convert such Series B Preferred Shares into the number of common shares having a total value of $5,910,000 based on the trading price of the Company’s common stock on the date of such conversion. The purchase transaction was completed and the convertible preferred shares issued on February 9, 2012. Upon completion of the purchase the Company recorded the $5,910 par value of the preferred shares and a common stock issuance liability of $5,904,090 which will be recognize as additional paid-in capital at the time the preferred shares are converted to common stock.

 

The Company’s investment in the ONE Energy properties was as follows:

 

Cash payment to ONE Energy  $ 106,000
Other cost associated with purchase    119,000
Preferred stock conversion value      5,910,000
Total investment  $ 6,135,000

 

This investment was reviewed by management to determine if there was impairment. The facts considered by management in the impairment review included among other items the following:

 

During the three year period ended December 31, 2011 the operating expenses of the purchased wells exceeded revenues by approximately $500,000.

 

ONE Energy’s reserve report related to the well sold estimated the discounted cash inflows of $132,000.

 

The Company had a reserve report for these wells prepared as of March 31, 2012 reported discounted cash inflows of $232,000.

 

Management concluded that an impairment had occurred and that the investment in the purchased wells should be reduced to $232,000 at March 31, 2012, resulting in an impairment charge of $5,903,000.

 

During the three month period ended March 31, 2012 the Company sold 2,060,000 shares of common stock at an average price of $0.11, therefore if the Series B Preferred Stock had been converted on that date the Company would have been required to issue 53,727,272 shares of common stock.

 

 

Page - 9


 

 

 

 

[End Notes to Financial Statements]

 

 

 

 

Page - 10


 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

FORWARD-LOOKING STATEMENTS

 

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

Results of Operations

 

Revenue for the period ended March 31, 2012 was $90,634 compared to $43,009 for the period ended March 31, 2011. This was increase of $47,625.

 

Net loss for the period ended March 31, 2012 was $6,552,438 compared to $479,671 for the period ended March 31, 2011. This is an increase of nearly 900% of net loss from the year prior.

 

General and Administrative costs for the period ended March 31, 2012 were $597,362 compared to $435,355 for the period ended March 31, 2011. This increase was related to the costs and expenses of finalizing the merger that the Company entered into.

 

Liquidity and Capital Resources

 

As of March 31, 2012, the current liabilities were $886,289 and the Company’s assets were $2,529,899. Cash for the period ended March 31, 2012 decreased by $45,623. The Company does not have any current commitments for capital expenditures or any other commitments that would result in a change in cash flow or cash requirements.

 

Cash Requirements

 

Our cash on hand as of March 31, 2012 was $61,227. The Company has incurred a net loss of $6,552,437 for the period ended March 31, 2012 and at March 31, 2012 had an accumulated deficit of $18,047,497 as compared to $11,495,160 in 2011.  While the Company has recognized revenues from operations, the revenues generated are not sufficient to sustain operations. The Company does not have sufficient funds to acquire new business assets or maintain its existing operations at this time. Management’s plan is to raise equity and/or debt financing as required but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

 

Off-Balance Sheet Arrangements

 

We have 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 are material to stockholders.

 

Contractual Obligations

 

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

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

 

 

 

Page - 11


 

 

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note 2 of the notes to our financial statements. In general, management's estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

Recently Issued Accounting Pronouncements

 

The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:

 

The FASB established the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The codification has changed the manner in which U.S. GAAP guidance is referenced, but did not have an impact on the consolidated financial position, results of operations or cash flows of the Company

 

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification (“ASC”) 820. ASU 2010-06 amends ASC 820 to now require: (1) a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of existing disclosures. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning fter December 15, 2010, and for interim periods within those fiscal years. Early application is permitted. The Company will comply with the additional disclosures required by this guidance upon its adoption in January 2010.

 

Also in January 2010, the FASB issued Accounting Standards Update No. 2010-03, “Extractive Activities—Oil and Gas—Oil and Gas Reserve Estimation and Disclosures.” This ASU amends the “Extractive Industries—Oil and Gas” Topic of the Codification to align the oil and gas reserve estimation and disclosure requirements in this Topic with the SEC’s Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” discussed below. The amendments are effective for annual reporting periods ending on or after December 31, 2009, and the adoption of these provisions on December 31, 2009 did not have a material impact on our consolidated financial statements.

 

On December 31, 2008, the Securities and Exchange Commission, referred to in this report as the SEC, issued Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” which revises the disclosures required by oil and gas companies. The SEC disclosure requirements for oil and gas companies have been updated to include expanded disclosure for oil and gas activities, and certain definitions have also been changed that will impact the determination of oil and gas reserve quantities. The provisions of this final rule are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009.

 

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4.                       CONTROLS AND PROCEDURES

 

(a)     Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quatery report (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

 

Page - 12


 


 

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were not effective as previously on our Annual Report on Form 10-K

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter 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

 

NONE.

 

ITEM 1A.                    RISK FACTORS

 

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

 

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

 

1.   Quarterly Issuances:

 

The Company issued 2,060,000 shares in a private placement in the first quarter for $238,000.

  

Effective February 09, 2012, the Company, pursuant to Section 368(a)(1)(c) of the United States Internal Revenue Code, adopted a plan of reorganization whereby they would be transferred all of the assets of OEI and its Affiliate Companies, as described in the agreement, to the Company in exchange for 5,910,000 shares of the Company’s Series B Convertible Preferred stock..

 

2.   Subsequent Issuances:

 

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

 

 ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

 

NONE.

 

ITEM 4.                       MINE SAFETY DISCLOSURES

 

NONE.

 

ITEM 5.                      OTHER INFORMATION

 

  Quarterly Events

 

As reported with the Securities and Exchange Commission on January 6, 2012, the Company reported that on January 3, 2012, Petron Energy II, Inc. (the “Company”) entered into a Plan of Merger with its parent company, Petron Energy Special Corporation, (“Petron Special”). Effective January 3, 2012, the Petron Special, pursuant to Nevada Revised Statutes 92A.180, merged into Company in consideration for 78,654,541 restricted shares of common stock pursuant to and in connection with the Plan of Merger. Additionally, in connection with the Plan of Merger (defined above), Petron Special cancelled 60,000,000 shares of common stock of Petron Energy II, Inc., of which it held. Under the terms of the Plan of Merger, Petron Special merged into the Company and ceased to exist.

 

On February 7th, the Board of Directors dismissed LBB & Associates Ltd., LLP (the "Former Accountant") as the Registrant's independent registered public accounts, and engaged Killman, Murrell & Company P.C (the "New Accountant") to serve as the Registrant's independent registered public accountant for the fiscal year of 2012.

 

 

 

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On February 09, 2012, the Company, by and through its Board of Directors, resolved to designate a “Series B Convertible Preferred Stock”, which will consist of up to 6 million shares. By filing the Certificate of Designation and an amendment to the Articles of Incorporation, the Company will cause its Articles of Incorporation to be amended with the State of Nevada.

 

  On February 17, 2012 the Company filed with the Securities and Exchange Commission reporting it had entered into a Plan of Reorganization and Asset Purchase Agreement (“Agreement”) on February 09, 2012, between Petron Energy II, Inc. (the “Company”) and ONE Energy International Corp, (“OEI”) a Nevada Corporation, and its Affiliate Companies. Under the terms of the Agreement, the Company will acquire all of the assets of OEI and its affiliates in exchange for 5,910,000 shares of the Company’s Series B Convertible Preferred stock.

 

  Subsequent Events
  NONE

 

 

ITEM 6.                      EXHIBITS

 

 3.1   Articles of Incorporation (Filed as Exhibit 3.1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 10, 2009)
3.2   Bylaws of the Company (Filed as Exhibit 3.2 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 10, 2009)
31.01   Certification of Principal Executive Officer Pursuant to Rule 13a-14  (Filed herewith)
31.02   Certification of Principal Financial Officer Pursuant to Rule 13a-14   (Filed herewith)
32.01   CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)
32.02   CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)

 

 

 

 

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PETRON ENERGY II INC.

 

SIGNATURES

 

Pursuant to the requirements of 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.

 

 

PETRON ENERGY II INC.

 

Dated: January 4, 2013

/s/ Floyd L. Smith

By: Floyd L. Smith

Its: CEO and CFO, President, Treasurer and Director

 

 

In accordance with 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.

 

Dated: January 4, 2013

By: /s/ Floyd L. Smith

Floyd L. Smith

Chief Executive Officer

Principal Accounting Officer and

Chief Financial Officer,

President, Treasurer and Director

 

Dated: January 4, 2013

/s/ David Knepper

David Knepper

Director

 

 

 

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