PROVIDENCE RESOURCES INC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - PROVIDENCE RESOURCES INC	Financial_Report.xls
EX-32 - CERTIFICATION - PROVIDENCE RESOURCES INC	exhibit32.htm
EX-31 - CERTIFICATION - PROVIDENCE RESOURCES INC	exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013.

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

For the transition period from

Commission file number: 000-30377

PROVIDENCE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas

06-1538201

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400, Austin, Texas 78701

(Address of principal executive offices) (Zip Code)

598 94 74 82 67

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and

“smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date. The number of shares outstanding of the issuer’s common stock, $0.0001 par value (the only

class of voting stock), at May 17, 2013, was 24,846,586.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31,

2012

Unaudited Consolidated Statements of Operations for the three month periods

ended March 31, 2013 and 2012 and cumulative amounts since inception

Unaudited Consolidated Statements of Cash Flows for the three month periods

ended March 31, 2013 and 2012 and cumulative amounts since inception

Notes to Unaudited Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Other Information

Exhibits

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” and “us” refer to Providence Resources, Inc., a Texas

corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited

consolidated financial statements included in this Form 10-Q reflect all adjustments (consisting only of

normal recurring accruals) necessary for a fair presentation of the results of operations for the periods

presented. The results of operations for the periods presented are not necessarily indicative of the results

to be expected for the full year.

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

2013

2012

ASSETS

(Unaudited)

(Audited)

Current assets:

Cash

3,987 $

25,096

Restricted cash for lease obligation

1,000,000

Prepaid expenses

1,125

3,925

Total current assets

1,005,112

29,021

Restricted cash

1,000,000

Deposit

25,000

Total assets

1,030,112 $

1,054,021

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

58,891 $

55,407

Lease obligation payable

1,000,000

Total current liabilities

1,058,891

55,407

Accrued interest expense

3,108,538

2,786,720

Related party payables

3,458,846

3,379,424

Long-term debt

11,269,905

Total liabilities

18,896,180

17,491,456

Commitments and contingencies

Stockholders' deficit:

Providence Resources, Inc. stockholders' deficit:

Preferred stock, $.0001 par value, 25,000,000 shares

authorized, no shares issued and outstanding

Common stock, $.0001 par value, 250,000,000 shares

authorized, 24,846,586 issued and outstanding

2,485

Additional paid-in capital

52,324,205

Accumulated deficit before current exploration stage

(11,834,164)

Deficit accumulated during the exploration stage

(58,509,567)

(57,080,934)

Total Providence Resources, Inc. stockholders' deficit

(18,017,041)

(16,588,408)

Non-controlling interest

150,973

Total stockholders' deficit

(17,866,068)

(16,437,435)

Total liabilities and stockholders' deficit

1,030,112 $

1,054,021

The accompanying notes are an integral part of these financial statements

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2013 and 2012 and Cumulative Amounts

Cumulative

2013

2012

Amounts

(Unaudited)

Revenues

- $

Lease obligation expense

1,000,000

General and administrative expenses

27,393

39,280

11,644,961

Loss from operations

(1,027,393)

(39,280)

(11,644,961)

Other income (expense):

Interest income

144,450

Interest expense

(401,240)

(365,691)

(16,125,804)

Impairment of capital assets

(32,251,552)

Debt extinguishment and conversion income

195,337

Gain on sale of assets

1,119,109

(401,240)

(365,691)

(46,918,460)

Loss before income taxes

(1,428,633)

(404,971)

(58,563,421)

Provision for income taxes

Net loss

(1,428,633)

(404,971)

(58,563,421)

Net loss attributable to the non-controlling interest

53,854

Net loss attributable to Providence Resources, Inc. $

(1,428,633) $

(404,971) $

(58,509,567)

Loss per common share -

basic and diluted

(0.06) $

(0.03)

Weighted average common shares outstanding -

basic and diluted

24,846,586

15,346,586

The accompanying notes are an integral part of these financial statements

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2013 and 2012 and Cumulative Amounts

Cumulative

2013

2012

Amounts

(Unaudited)

Cash flows from operating activities:

Net loss

(1,428,633) $

(404,971) $

(58,509,567)

Adjustments to reconcile net loss to net cash

used in operating activities:

Shares and options issued for services

3,621,419

Shares issued for debt and accrued interest

4,792,207

Amortization of conversion rights on debt

4,671,394

Depreciation, amortization, and impairment

32,351,685

Non-controlling interest

(53,854)

Gain from debt extinguishments

(406,452)

Gain on sale of assets

(1,119,109)

Allowance for losses on receivables, net

33,123

(Increase) decrease in:

Receivables and prepaid expenses

2,800

440,567

Inventory

374,515

Deposit

(25,000)

Increase (decrease) in:

Accounts payable

3,484

20,877

1,371,682

Lease obligation payable

1,000,000

Accrued interest expense

321,818

293,489

6,033,298

Related party payables

79,422

82,987

608,934

Net cash used in operating activities

(21,109)

(7,618)

(4,815,158)

Cash flows from investing activities:

Restricted cash

(1,000,000)

Acquisition of property and equipment and intangibles

(12,131,455)

Proceeds from sale of assets

7,212,800

Payments received on notes receivable

316,877

Issuance of notes receivable

3,124

Net cash used in investing activities

(5,598,654)

Cash flows from financing activities:

Proceeds from long-term debt

5,700,000

Issuance of common stock

709,500

Collection of stock subscription

142,200

Purchase of common stock

(100,000)

Commissions paid to raise convertible debentures

75,000

Minority investment in subsidiary

136,915

Payments on long-term debt

(62,841)

Net cash provided by financing activities

6,600,774

Net decrease in cash

(21,109)

(7,618)

(3,813,038)

Cash, beginning of period

25,096

10,857

3,817,025

Cash, end of period

3,987 $

3,239 $

3,987

The accompanying notes are an integral part of these financial statements

PROVIDENCE RESOURCES INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

Note 1 – Organization and Summary of Significant Accounting Policies

Organization

The consolidated financial statements consist of Providence Resources, Inc. (Providence Resources) and

its wholly owned subsidiary PRE Exploration, LLC (PRE). PRE has three subsidiaries: PDX Drilling I,

LLC (PDX) and PRT Holdings, LLC (PRT) are wholly owned and Comanche County Pipeline, LLC

(CCP) is ninety percent owned. Collectively, these entities are referred to as the Company.

The Company was organized on February 17, 1993 under the laws of the State of Texas and began its

current exploration stage on October 1, 2006. Cumulative amounts recorded in the financial statements

are from October 1, 2006 to the current period end. PRE was formed to acquire leases in Texas for oil and

gas exploration and development. PDX was formed to acquire drilling and service rigs for the purpose of

drilling oil and gas wells in Texas. CCP was formed for constructing an oil and gas pipeline. PDX and

CCP had no activity during 2012. PRT has been without operations since inception.

PRE has been involved in exploration activities for the recovery of oil or natural gas products from the

Ellenberger carbonate, Strawn carbonate, and Pennsylvanian-Wolfcamp sandstone reservoirs underlying

approximately 13,341 gross acres of oil and gas leases in Val Verde County, Texas, known as the Carson

leases. The Carson leases expired in February of 2013. The Company is in the process of negotiating a

new lease with the owners of the Carson leases.

The Company is an exploration stage company as defined by applicable accounting standards.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by management in

accordance with the instructions in Form 10-Q and, therefore, do not include all information and

footnotes required by generally accepted accounting principles and should, therefore, be read in

conjunction with the Company’s Form 10-K for the year ended December 31, 2012, filed with the

Securities and Exchange Commission. These statements do include all normal recurring adjustments

which the Company believes necessary for a fair presentation of the statements. The interim operations

are not necessarily indicative of the results to be expected for the full year ended December 31, 2013.

Additional Footnotes Included By Reference

Except as indicated in the following Notes, there have been no other material changes in the information

disclosed in the notes to the financial statements included in the Company’s Form 10-K for the year

ended December 31, 2012, filed with the Securities and Exchange Commission. Therefore, those

footnotes are included herein by reference.

PROVIDENCE RESOURCES INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

Note 2 – Going Concern

As of March 31, 2013, the Company’s anticipated revenue generating activities have not begun and the

Company has negative cash flows from operations, has incurred significant losses since inception, has

negative working capital, and has an accumulated deficit in the current exploration stage of over

$58,000,000. These factors raise substantial doubt about the Company’s ability to continue as a going

concern. The accompanying financial statements do not include any adjustments relating to the

recoverability and classification of assets that might be necessary if the Company is unable to continue as

a going concern.

The Company will require additional funding over the next twelve months in the form of debt or equity

financing. However, the Company has no financing in place and has no assurance that it will be able to

generate funding sufficient to fund business operations. Unless the Company is able to generate funding

in the near term, its ability to continue as a going concern will be in doubt.

Note 3 – Restricted Cash

During 2010, PRE extended its Carson leases until February 28, 2013. The extension obligated PRE to

drill two additional wells on the Carson acreage. PRE could secure the leases past February 28, 2013 with

continuous development of the acreage. Per the leases’ terms, PRE has deposited $1,000,000 with a

bank, and these funds must be held in escrow until the Company drills the two additional wells. If the

Company fails to drill the two additional wells and the leases expire, the Company must release the funds

held in escrow to Carson. The Carson leases have expired on their terms and the Company has recorded

an expense of $1,000,000 and a corresponding liability.

As of March 31, 2013, the escrow funds remain in the bank account of the Company.

Note 4 – Related Party Transactions

The Company has an agreement with Nora Coccaro, the Company’s chief executive officer, for

consulting services. The agreement has an automatic renewal provision unless terminated by either party.

During the three month periods ended March 31, 2013 and 2012, the Company recognized consulting

expense of $9,000 and $18,000 respectively.

Note 5 – Long-Term Debt

During the three months ended March 31, 2013 and 2012, the Company recorded additional accrued

interest and interest expense of $321,818 and $293,489, respectively, related to outstanding long-term

debt obligations and prior related accrued interest totaling approximately $14,000,000

PROVIDENCE RESOURCES INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

Note 6 – Related Party Payables

Related party payables consist of:

2013

2012

Convertible Promissory Notes Payable - secured,

maturing between May 2015 and August 2015,

including interest at 10%, and convertible at

approximately $0.10 per common share, and with

anti-dilution features

2,662,000 $

2,662,000

Accrued interest on related party convertible

promissory notes payable

796,846

717,424

3,458,846

3,379,424

Less current portion

3,458,846 $

3,379,424

Notes previously identified as being secured are collateralized by one or more of the following:

 All seismic data obtained in connection with the 3D Seismic Project Proposal and Agreement

between the Company and TRNCO Petroleum Corporation which seismic data may not be shared

with any third party without the express written consent of the holder of the note.

 Any and all proceeds arising from or attributable to the assets.

 Oil and gas lease interests held by the Company.

 Properties, rights, and assets of the Company.

Note 7 – Supplemental Cash Flow Information

Actual amounts paid for interest and income taxes are as follows:

2013

2012

Interest

Income tax

PROVIDENCE RESOURCES INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

Note 8 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date the financial

statements were issued and is unaware of any subsequent events which would require recognition or

disclosure hereto.

Note 9 – Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards

Update (ASU) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which will require

disclosures for entities with financial instruments and derivatives that are either offset on the balance

sheet in accordance with ASC 210-20-45 or ASC 815-10-45, or are subject to a master netting

arrangement. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January

1, 2013. In January and February 2013, the Financial Accounting Standards Board (FASB) issued

Accounting Standards Updates (ASU) No. 2013-01 and No. 2013-03, respectively, and both were titled

“Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”; as clarifications of ASU

2011-11. The Company has evaluated the impact of the adoption of ASU’s 2011-04, 2013-01, and 2013-

02 on its financial position, results of operations, and disclosures and determined there is no current

effect.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future

effective dates are either not applicable or are not expected to be significant to the financial statements of

the Company.

ITEM 2.

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.

All information presented herein is based on the three month period ended March 31, 2013.

During the three months ended March 31, 2013 the Company was involved in (i) seeking out prospective

financing or joint venture partners to fund the completion of the Val Verde County wells, (ii) negotiating

with the owners of the leasehold acreage for either an extension or renewal of the Carson leases in Val

Verde County; and (iii) satisfying continuous public disclosure requirements.

The Company would like to complete its Carson 10-1 and Carson 12-1 wells in Val Verde County, Texas,

over the next twelve months subject to a renewal of the Carson leases and the availability of financing.

The Carson leases expired in February of 2013. Efforts to complete the wells to date have been delayed

pending the receipt of financing commitments and may now prove impossible in the event the Company

is not able to renew the Carson leases. Should a renewal of the Carson leases be procured, reentry and

completion of the existing well bores will require $4,000,000 in funding. The Company does not have a

commitment for this funding though management continues to seek out prospective investors and

partners.

Our business is prone to significant risks and uncertainties that can have an immediate impact on efforts to

generate a positive cash flow. Since we have no assurance that future expectations of natural gas

production will be realized, or that revenue realized from such anticipated production will be sufficient to

support our continued operation, we will continue to rely on debt or equity financing over the near term to

remain in business. We have no commitments for additional debt or equity financing at this time though

management is diligently investigating sources for such financing.

Results of Operations

Net Losses

For the period from re-entering the current exploration stage on October 1, 2006 or inception until March

31, 2013, the Company incurred net losses of $58,509,567. Net losses for the three months ended March

31, 2012 were $1,428,633 as compared to $404,971 for the three months ended March 31, 2012. The

increase in net losses over the comparable periods can be attributed primarily to the $1,000,000 expense

accrued on the expiration of the Carson leases that created an obligation to release a corresponding

amount from funds held in escrow. We expect to continue to operate at a loss through 2013 due to the

suspension of our exploration and development activities and cannot determine whether we will ever

generate revenue from operations.

Lease Obligation Expense

A lease obligation expense of $1,000,000 was recognized in the three months ended March 31, 2013 as

compared to zero in the three months ended March 31, 2012. The non-reoccurring lease obligation

expense can be attributed to the terms and conditions of the agreement with the owners of the Carson

leases that provides, in part, that in the event the leases expire without the fulfillment of certain drilling

obligations an amount of $1,000,000 held in escrow for the benefit of the owners of the Carson leases be

released in lieu of performance. Since the Carson leases expired in February of 2013 unfulfilled, the

Company is obligated to release the funds held in escrow for this purpose.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2013 were $27,393 as

compared to $39,280 for the three months ended March 31, 2012. The decrease in general and

administrative expenses over the comparable three month periods can be attributed decreases in

consulting expenses professional fees and stock compensation expense. General and administrative

expenses include accounting costs, consulting fees, leases, employment costs, professional fees and costs

associated with the preparation of disclosure documentation. We expect that general and administrative

expenses will remain relatively consistent in future periods until such time as the Company resumes oil

and gas exploration activities.

Other Expense

Interest expense for the three months ended March 31, 2013 increased to $401,240 from $365,691 for the

three months ended March 31, 2012. We expect that interest expense will continue to increase in future

periods.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start-up costs that will offset any future operating profit.

Capital Expenditures

The Company has spent significant amounts of capital for the period from inception of the current

exploration stage to December 31, 2011, on unproved oil and gas properties, pipeline construction, and

related exploration costs though all such capital was impaired and expensed as of December 31, 2011.

Liquidity and Capital Resources

The Company has been in the exploratory stage since re-entering the current exploration stage and has

experienced significant changes in liquidity, capital resources, and stockholders’ equity. The Company

had a working capital deficit of $53,779 at March 31, 2013. Current assets were $3,987 in cash, prepaid

expenses of $1,125 and restricted cash of $1,000,000 held by the Company for the benefit of the owners

of the Carson leases. Total assets were $1,030,112 including current assets, and $25,000 held for the

benefit of the Texas Railroad Commission to secure remediation of well sites. Current liabilities were

$1,058,891, consisting of accounts payable and accrued expenses of $58,891 and $1,000,000 in funds

held for release from escrow. Total liabilities were $18,896,180 including current liabilities, accrued

interest expense of $3,108,538, related party payables of $3,458,846, and long term debt of $11,269,905.

Total stockholders’ deficit was $17,866,068 as of March 31, 2013.

For the period from inception of its current exploration stage until March 31, 2013, Company cash flow

used in operating activities was $4,815,158. Cash flow used in operating activities for the three month

period ended March 31, 2013, was $21,109 as compared to $7,618 for the three month period ended

March 31, 2012. The change in cash flow used in operating activities can be attributed to the differences

in prepaid expenses, accrued interest expense, accounts payable and accrued expenses, and related party

payables over the respective periods. The Company expects to continue to use cash flow in operating

activities until such time as it can generate revenue from operations.

For the period from inception of its current exploration stage until March 31, 2013, the Company’s cash

flow used in investing activities was $5,598,654. Cash flow used by investing activities for the respective

three month periods ended March 31, 2013 and March 31, 2012 was zero. The Company expects to use

cash flow in investing activities in future periods in connection with the further development of the

Carson leases.

For the period from inception of its current exploration stage until March 31, 2013, the Company’s cash

flow provided by financing activities was $6,600,774. Cash flow provided by financing activities for the

respective three month periods ended March 31, 2013 and March 31, 2012 was zero. The Company

expects to continue to rely on cash flow provided by financing activities until such time as it can generate

revenue from operations.

Our current assets are insufficient to conduct exploration and development activities over the next twelve

(12) months or to maintain operations. We need a minimum of $4,000,000 in debt or equity financing to

fund the reentry and completion of the Carson 10-1 and Carson 12-1 wells in the event that we can renew

the leases in Val Verde County. We may also require an additional $4,000,000 to fund the drilling of two

additional wells on the Carson leases to renew the leases. However, we have no commitments or

arrangements for either the first or second tier of these requisite financings, though our shareholders are

the most likely source of loans or equity placements in order for us to maintain operations. Our inability

to obtain financing to complete our development plan for the Carson leases will have a material adverse

effect on our business operations.

We have no intention of paying cash dividends in the foreseeable future.

We have no lines of credit or other bank financing arrangements in place.

We have material commitments to the owners of the Val Verde County leases since the expiration date

though we are in the process of discussions to renew the leases and those commitments attendant thereto.

We have no defined benefit plan except our 2008 Stock Option Plan and currently have no contractual

commitment with our sole executive officer.

We have no current plans for the purchase or sale of any plant or equipment.

We have no current plans to make any changes in the number of employees.

Future Financings

The Company will have to continue to rely on debt financing or equity sales of our shares of common

stock to fund our business operations. Nevertheless, there is no assurance that the Company will be able

to arrange any additional sales of equity or arrange for debt or other financing to fund operations.

Off Balance Sheet Arrangements

The Company has no 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.

Going Concern

Our auditor expressed substantial doubt as to the Company’s ability to continue as a going concern as a

result of reoccurring losses, lack of revenue generating activities, and an accumulated deficit during the

current exploration stage of $57,080,934 as of December 31, 2012. These conditions raise substantial

doubt about our future.

Management’s plan to address the Company’s ability to continue as a going concern includes the

completion of private equity or debt offerings, the development of natural gas exploration activities to

commercial production, and the conversion of outstanding debt to equity. The successful outcome of

these activities cannot be determined at this time, and there is no assurance that, if achieved, we would

then have sufficient funds to execute our intended business plan or generate positive operating results.

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

The statements contained in the section titled “Results of Operations” and “Discussion and Analysis,”

with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be

applicable to the forward looking statements made in this current report. 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;
uncertainties related to oil and gas exploration and development;
our ability to generate revenues through oil and gas production to fund future operations;
movement in energy prices;
our ability to raise additional capital to fund cash requirements for future operations;
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 that is required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, 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.

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

In the notes to the audited consolidated financial statements for the Company for the years ended

December 31, 2012 and 2011, included on Form 10-K, the Company discussed those accounting policies

that are considered to be significant in determining the results of operations and financial position. The

Company’s management believes that their accounting principles conform to accounting principles

generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these

judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our

estimates, including those related to bad debts, inventories, intangible assets, warranty obligations,

product liability, revenue, and income taxes. We base our estimates on historical experience and other

facts and circumstances that are believed to be reasonable, and the results form the basis for making

judgments about the carrying value of assets and liabilities. The actual results may differ from these

estimates under different assumptions or conditions.

Revenue Recognition

Revenues recorded upon the completion of services, with the existence of an agreement and where

collectability is reasonably assured. Oil and natural gas production revenue, if any, will be recognized at

the time and point of sale after the product has been extracted from the ground.

Recent Accounting Pronouncements

Please see Note 9 to our consolidated financial statements for recent accounting pronouncements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

Not required.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the

Company’s management, with the participation of the chief executive officer/chief financial officer, of

the effectiveness of the Company’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”)). 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/chief financial officer, to allow

timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by

this report, that the Company’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 that such information was accumulated and

communicated to management, including the chief executive officer and chief financial officer, to allow

timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of

the Exchange Act) during the period ended March 31, 2013 that materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

The Company’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 the Company’s Business

The Company has a history of operating losses and such losses may continue in the future.

Since the Company’s current exploration stage inception in 2006, our operations have resulted in a

continuation of losses. We will continue to incur operating losses until such time as we begin producing

revenue, which may or may not eventuate. Should the Company fail to produce revenue it will continue to

operate at a loss.

The Company has a limited operating history as an oil and gas exploration company.

The Company acquired PRE Exploration on September 29, 2006, which first began oil and gas

exploration during the fourth quarter of 2005 and has yet to successfully develop commercial production

of oil or gas. As such, our limited, and to date unsuccessful, operating history in the energy sector

provides an inadequate track record from which to base future projections of success.

The Company has a history of uncertainty about continuing as a going concern.

The Company’s audits for the periods ended December 31, 2012 and 2011 expressed substantial doubt as

to its ability to continue as a going concern due to the lack of revenue generating activities and the

accumulation of significant losses in the current exploration stage of $57,080,934 as of December 31,

2012. Unless we are able to overcome our dependence on successive financings and generate revenue

from operations, our ability to continue as a going concern is in jeopardy.

The Company cannot represent that it will be successful in continuing operations.

The Company has not generated revenue from operations and may not generate revenue over the next

twelve months. Since the Company may be unable to realize revenue in the near term, it will be forced to

continue to raise capital to remain in operation. We have no commitments for the provision of additional

capital and can offer no assurance that such capital will be available as necessary to sustain operations.

Risks Related to the Oil and Gas Industry

Oil and natural gas drilling and producing operations involve risks which could result in net losses.

Drilling activities are subject to many risks, including the risk that no commercially productive reservoirs

will be discovered. Wells which we drill may not be productive, and, thus, we may not be able to recover

all or any portion of our investment in such wells. Drilling for oil and natural gas may involve

unprofitable efforts, not only from dry wells, but also from wells that are productive but do not produce

sufficient net reserves to return a profit after deducting drilling, operating and other costs. The seismic

data and other technologies which we use do not allow us to know conclusively prior to drilling a well

that oil or natural gas is present or may be produced economically. The cost of drilling, completing and

operating a well is often uncertain, and cost factors can reduce the feasibility of a project to produce a

profit. Further, our drilling operations may be curtailed, delayed or canceled as a result of numerous

factors, including:

unexpected drilling conditions;
title problems;
pressure or irregularities in formations;
equipment failures or accidents;
adverse weather conditions;
compliance with environmental and other governmental requirements; and
cost of, or shortages or delays in the availability of, drilling rigs, equipment and services.

Our operations are subject to all the risks normally incident to the operation and development of oil and

natural gas properties and the drilling of oil and natural gas wells, including:

encountering well blowouts;
cratering, explosions and fires;
pipe failure;
formations with abnormal pressures resulting in uncontrollable flows of oil and natural gas;
brine or well fluids; and
release of contaminants into the environment and other environmental hazards and risks.

The nature of these risks is such that some liabilities including environmental fines and penalties could

exceed our ability to pay for the damages. We could incur significant costs due to these risks that would

contribute to net losses.

The Company is subject to federal, state and local laws and regulations which could create liability for

personal injuries, property damage, and environmental damages.

Exploration and development, exploitation, production and sale of oil and natural gas in the United States

is subject to extensive federal, state and local laws and regulations, including complex tax laws and

environmental laws and regulations. Existing laws or regulations, as currently interpreted or reinterpreted

in the future, or future laws or regulations could harm the Company’s business, results of operations and

financial condition. We may be required to make large expenditures to comply with environmental and

other governmental regulations. Matters subject to regulation include oil and gas production and saltwater

disposal operations and our processing, handling and disposal of hazardous materials, such as

hydrocarbons and naturally occurring radioactive materials, discharge permits for drilling operations,

spacing of wells, environmental protection, reports concerning operations, and taxation. Under these laws

and regulations, we could be liable for personal injuries, property damage, oil spills, discharge of

hazardous materials, reclamation costs, remediation, clean-up costs and other environmental damages.

Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in

increased operating costs and reduced demand for oil and natural gas.

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 intend to 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 intend

to produce.

The results of the Company’s current operations depend on the exploration and operational efforts of

third parties.

Our oil and gas exploration efforts through seismic exploration, processing, interpretation, drilling and

operation have been performed by third parties. We will continue to be dependent on third parties as we

pursue additional exploration. Despite such third parties being experienced in their respective fields, our

dependence on such to initiate, determine and conduct operations could impede our prospects of success.

Since oil and natural gas prices are volatile, any substantial decrease in prices could cause the

Company to continue to operate at a loss even in the event that we are successful in producing oil and

gas.

Our future financial condition, results of operations and the carrying value of our oil and natural gas

properties will depend primarily upon the prices we receive for production, if any. Oil and natural gas

prices historically have been volatile and are likely to continue to be volatile in the future. Our cash flow

from operations will be highly dependent on the prices that we expect to receive for oil and natural gas.

This price volatility also affects the amount of 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;
the domestic supply;
domestic governmental regulations and taxes;
the price and availability of alternative fuel sources;
weather conditions; and
market uncertainty.

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 future revenue, but could reduce the amount of oil and natural gas that we can

produce economically and, as a result, could cause us to continue to operate at a loss. Should the oil and

natural gas industry experience price declines, we may continue to operate at a loss even if we produce oil

or gas.

Risks Related to the Company’s Stock

The Company requires additional capital funding.

The Company requires additional funds, either through equity offerings, debt placements or joint ventures

to develop our operations. Such additional capital will result in dilution to our current shareholders. Our

ability to meet long-term financial commitments will depend on future cash. There can be no assurance

that any future income will generate sufficient funds to enable us to meet our financial commitments.

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

The market for our common stock has been limited due to low trading volume and the small number of

brokerage firms acting as market makers. Because of the limitations of our market and volatility of the

market price of our stock, investors may face difficulties in selling shares at attractive prices when they

want to. 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.

The Company does not pay cash dividends.

The Company does not pay cash dividends. We have not paid any cash dividends since inception and

have no intention of paying any cash 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. Therefore,

shareholders should not expect any type of cash flow from their investment.

The Company’s shareholders may face significant restrictions on their stock.

The Company’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 the Company’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.

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;

“boilerroom” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

excessive and undisclosed bid-ask differentials and mark ups 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 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

24 of this Form 10-Q, and are incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements 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.

Providence Resources, Inc.

Date

/s/ Nora Coccaro

May 17, 2013

By: Nora Coccaro

Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer and Director

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the

Commission on April 17, 2000).

3.1(2 & 3)*

Amendments to Articles of Incorporation (incorporated by reference from the Form 10-

SB filed with the Commission on April 17, 2000).

3.1.4*

Amended and Restated Articles of Incorporation (incorporated by reference from the

Form 10-SB filed with the Commission on April 17, 2000).

3.1.5*

Articles of Amendment to the Amended and Restated Articles of Incorporation

(incorporated by reference from the Form 10-QSB filed with the Commission on

November 17, 2003).

3.1.6*

Amendment to the Amended and Restated Articles of Incorporation (incorporated by

reference from the Form 8-K filed with the Commission on October 2, 2006).

3.1.7*

Amendment to the Amended and Restated Articles of Incorporation (incorporated by

reference from the Form 10-QSB filed with the Commission on August 14, 2007).

3.2.1*

Bylaws of the Company (incorporated by reference from the Form 10-SB filed with the

Commission on April 17, 2000).

3.2.2*

Amended and Restated Bylaws of the Company (incorporated by reference from the

Form 8-K filed with the Commission on October 26, 2006).

10.1*

Project Participation Agreement with Elm Ridge Exploration Company, LLC, dated July

31, 2008 (filed on Form 10-Q/A with the Commission on October 20, 2008).

10.2*

Extension and Amendment Re Oil and Gas Leases with I.W. Carson LLC, dated February

29, 2010 (filed on Form 8-K with the Commission on April 6, 2010).

10.3*

Assignment, Bill of Sale and Conveyance with Elm Ridge dated March 1, 2010 (filed on

Form 8-K with the Commission on April 6, 2010).

14*

Code of Ethics, adopted as of March 1, 2004 (incorporated by reference from the Form

10-QSB filed with the Commission on November 17, 2004).

21*

Subsidiaries of the Company (incorporated by reference from the Form 10-Q/A with the

Commission on August 31, 2011).

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).

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).

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 from previous filings of the Company.

^†

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.

Attached files

PROVIDENCE RESOURCES INC Reports

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