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EX-32.2 - EX-32.2 - Africa Growth Corpex32-2.htm
EX-32.1 - EX-32.1 - Africa Growth Corpex32-1.htm
EX-31.2 - EX-31.2 - Africa Growth Corpex31-2.htm
EX-31.1 - EX-31.1 - Africa Growth Corpex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 

 
FORM 10-Q 
 

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

For the quarterly period ended September 30, 2016

OR

☐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: 333-169507

BRENHAM OIL & GAS CORP.
(Exact Name Of Registrant As Specified In Its Charter)

 
Nevada
27-2413874
 
 
(State of Incorporation)
(I.R.S. Employer Identification No.)
 
       
 
601 Cien Street, Suite 235, Kemah, TX
77565-3077
 
 
(Address of Principal Executive Offices)
(ZIP Code)
 

Registrant’s Telephone Number, Including Area Code: (281) 334-9479

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      

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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         

The number of shares outstanding of each of the issuer’s classes of equity as of November 11, 2016 is 128,031,064 shares of common stock.


TABLE OF CONTENTS

       
Item
Description
 
Page
 
PART I – FINANCIAL INFORMATION
   
ITEM 1.
 
3
ITEM 2.
 
11
ITEM 3.
 
13
ITEM 4.
 
13
       
 
PART II – OTHER INFORMATION
   
ITEM 1.
 
14
ITEM 1A.
 
14
ITEM 2.
 
14
ITEM 3.
 
14
ITEM 4.
 
14
ITEM 5.
 
14
ITEM 6.
 
15


 
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Financial Statements 

   
Financial Statements
 
4
5
6
7

BRENHAM OIL & GAS CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

   
September 30, 2016
   
December 31, 2015
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
 
$
6,530
   
$
6,051
 
Total assets
 
$
6,530
   
$
6,051
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current liabilities:
               
Accounts payable and accrued expenses
 
$
26,010
   
$
23,518
 
Accounts payable – related parties
   
767,089
     
651,750
 
Total current liabilities
   
793,099
     
675,268
 
                 
Long-term liabilities:
               
Asset retirement obligations
   
7,625
     
7,400
 
Total liabilities
   
800,724
     
682,668
 
                 
Commitments and contingencies
               
                 
Stockholders’ deficit:
               
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
   
-
     
-
 
Common stock, $0.0001 par value, 200,000,000 shares authorized; 128,293,536 shares issued and outstanding
   
12,830
     
12,830
 
Less: treasury stock, at cost; 262,472 shares
   
(4,728
)
   
(4,728
)
Additional paid-in capital
   
992,981
     
992,981
 
Accumulated deficit
   
(1,795,277
)
   
(1,677,700
)
Total stockholders’ deficit
   
(794,194
)
   
(676,617
)
Total liabilities and stockholders’ deficit
 
$
6,530
   
$
6,051
 

See accompanying notes to the unaudited consolidated financial statements.



BRENHAM OIL & GAS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
(Unaudited)

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Oil and gas revenues
 
$
-
   
$
1,726
   
$
-
   
$
5,736
 
                                 
Costs and expenses:
                               
Lease operating expenses
   
-
     
1,758
     
-
     
8,039
 
General and administrative
   
36,793
     
34,731
     
117,352
     
110,616
 
Depletion and accretion
   
-
     
394
     
225
     
2,102
 
Impairment of oil and gas assets
   
-
     
-
     
-
     
20,000
 
Total operating expenses
   
36,793
     
36,883
     
117,577
     
140,757
 
                                 
Net loss
 
$
(36,793
)
 
$
(35,157
)
 
$
(117,577
)
 
$
(135,021
)
                                 
Net loss per common share – basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
                                 
Weighted average number of common shares outstanding – basic and diluted
   
128,293,536
     
128,293,036
     
128,293,536
     
128,293,113
 

See accompanying notes to the unaudited consolidated financial statements. 


BRENHAM OIL & GAS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
 (Unaudited)

   
For the Nine Months Ended September 30,
 
   
2016
   
2015
 
Cash flows from operating activities:
           
   Net loss
 
$
(117,577
)
 
$
(135,021
)
Adjustments to reconcile net loss to cash used in operating activities:
               
Depletion and accretion
   
225
     
2,102
 
Impairment of oil and gas property
   
-
     
20,000
 
Changes in operating assets and liabilities:
               
Accounts payable and accrued expenses
   
2,492
     
(1,622
)
Net cash used in operating activities
   
(114,860
)
   
(114,541
)
                 
Cash flows from financing activities:
               
Payments for acquisition of treasury stock
   
-
     
(267
)
Advances from related parties, net
   
115,339
     
115,305
 
Net cash provided by financing activities
   
115,339
     
115,038
 
                 
Net increase in cash
   
479
     
497
 
Cash and cash equivalents, beginning of period
   
6,051
     
6,000
 
Cash and cash equivalents, end of period
 
$
6,530
   
$
6,497
 
                 
Supplemental disclosures:
               
Interest paid
 
$
-
   
$
-
 
Income taxes paid
 
$
-
   
$
-
 
                 
Non-cash investing and financing transactions:
               
Change in estimate of asset retirement costs
 
$
225
   
$
499
 

See accompanying notes to the unaudited consolidated financial statements. 


BRENHAM OIL & GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Brenham Oil & Gas Corp. (“Brenham”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Brenham’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

Organization, Ownership and Business

Brenham Oil & Gas, Inc. was incorporated under the laws of the State of Texas in November 1997 and became a wholly-owned subsidiary of American International Industries, Inc. (“American”) in November 1997. On April 21, 2010, the Company was re-domiciled in Nevada as Brenham Oil & Gas Corp. (“Brenham”) and Brenham Oil & Gas, Inc. became a wholly-owned subsidiary of Brenham. American was issued 64,977,093 shares of common stock of Brenham in connection with the reorganization in exchange for all shares outstanding of Brenham Oil & Gas, Inc. The reorganization has been retroactively applied to the consolidated financial statements for all periods presented.
 
On November 10, 2016, Brenham filed a Form 8-K reporting the Closing of the Agreement and Plan of Merger with Africa International Capital Ltd., a Bermuda corporation (“AIC”) pursuant to which a wholly-owned subsidiary of Brenham will be merged with and into AIC which will be the surviving entity and will become a subsidiary of Brenham. See subsequent event footnote for further information

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Going Concern
 
The consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company incurred a loss from operations during the nine months ended September 30, 2016 and 2015, has financial commitments in excess of current capital resources, and expects to incur further losses in the future, thus raising substantial doubt about the Company's ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

With the merger completed on November 10, 2016, the Company's new management believes it should have the ability to continue as a going concern.

These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Cash and Cash Equivalents

Brenham considers all short-term securities purchased with a maturity of three months or less to be cash equivalents.
Oil & Gas Properties
The Company has followed the full cost method of accounting for its investments in oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves, including unproductive wells, are capitalized. Such costs have included lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities, and asset retirement costs. General and administrative costs related to production and general overhead are expensed as incurred.
Disposition of oil properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil, in which case the gain or loss is recognized in the statement of operations.

Future development, site restoration, dismantlement and abandonment costs, are estimated property by property, based upon current economic conditions and regulatory requirements, and are included in amortization of our oil and natural gas property costs.

Depletion of capitalized oil properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved reserves.

At the end of each quarter, the unamortized cost of oil and natural gas properties, net of related deferred income taxes, is limited to the sum of the estimated future after-tax net revenues from proved properties, after giving effect to cash flow hedge positions, discounted at 10%, and the lower of cost or fair value of unproved properties, adjusted for related income tax effects. This limitation is known as the “ceiling test,” and is based on SEC rules for the full cost oil and gas accounting method. There was no ceiling test write-down recorded during the nine months ended September 30, 2016 and 2015.

The Company assesses the carrying value of its unproved properties for impairment periodically. If the results of an assessment indicate that an unproved property is impaired (which was assessed in connection with the Company’s evaluation of goodwill impairment), then the carrying value of the unproved properties is added to the proved oil property costs to be amortized and subject to the ceiling test. The Company recorded an oil and gas impairment of $20,000 during the nine months ended September 30, 2015.

At December 31, 2015, the Company wrote off all of the Company’s oil and gas properties as impairment expense.

Income Taxes

Brenham is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense.

Brenham has adopted ASC 740-10 “Accounting for Uncertainty in Income Taxes,” which prescribes a comprehensive model of how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. ASC 740-10 states that a tax benefit from an uncertain position may be recognized if it is “more likely than not” that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of September 30, 2016, Brenham had not recorded any tax benefits from uncertain tax positions.

Net Loss Per Common Share

Net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted net losses per share were the same, as there were no common stock equivalents outstanding. 

Recent Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations, or cash flows.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration. Reference is made to Note 3. “Merger Agreement/Subsequent Events” below.

Note 2. Accounts Payable – Related Parties

Related party payables at September 30, 2016 consisted of $635,989 owed to American as advances to assist with Brenham’s operating expenses, and $131,100 owed to KDT for the acquisition of mineral rights for the Gillock Field. Related party payables at December 31, 2015 consists of $520,650 owed to American as advances to assist with Brenham’s operating expenses, and $131,100 owed to KDT and Daniel Dror II Trust of 2012 for the acquisition of mineral rights for the Gillock Field. KDT is owned by an entity which is controlled by the brother of Daniel Dror, Brenham’s Chairman, Chief Executive Officer, and President. Daniel Dror II is the adult son of Daniel Dror, Brenham’s Chairman and Chief Executive Officer.  The advances to Brenham are non-interest bearing and due on demand.
 
Note 3. Merger Agreement/Subsequent Events

On April 29, 2016, the Company filed a Form 8-K reporting that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Africa International Capital Ltd., a Bermuda corporation (“AIC”) pursuant to which a wholly-owned subsidiary of the Registrant will be merged with and into AIC which will be the surviving entity and will become a subsidiary of the Registrant. A copy of the Merger Agreement was filed as Exhibit 2.1 to that Form 8-K. The Registrant also reported in the same 8-K that it had also entered into a Contribution Agreement with its corporate parent and principal shareholder, American International Industries, Inc., a Nevada corporation (“AIII”), a copy of which was filed as Exhibit 2.2 to this same Form 8-K.

On November 9, 2016, Brenham filed an amended Preliminary Information Statement on Schedule 14C with full disclosure required by Items 11 through 14 of Schedule 14A, including but not limited to the audited financial statements of the Registrant and AIC as well as the pro forma consolidated financial statements of the Registrant and AIC as required by Schedule 14A together with additional disclosure regarding the business of AIC.

Pursuant to the authority granted by the Joint Written Consent, a copy of which was attached as an exhibit to the PRE14C, the Company agreed to Company file a Certificate of Amendment to the Company’s Articles of Incorporation, to:
(i) change the name of the Company from Brenham Oil & Gas Corp. to Africa Growth Corporation (the “Name Change”);
(ii) implement a one-for-two hundred (1:200) reverse split of its 128,042,064 shares of issued and outstanding Common Stock (the “Reverse Split”);
(iii) rename existing Brenham Common Stock to Common Stock Series A;
(iv) authorize the issuance of up to 100,000,000 shares of a new class of non-voting common stock with the same economic rights of Common Stock Series A but without the right to vote on any matter which shall be designated Common Stock Series B;
(v) authorize the issuance of up to 1,000,000 shares of a new class of super-voting common stock with all of the economic rights of existing common stock except that such common stock will have five thousand (5,000) votes for each share, which shall be designated Common Stock Series C; and
(vi) authorize the issuance of up to 29,000,000 shares of preferred stock at par value of $0.0001 per share, which may be issued in one or more series (“Preferred Stock”) and the Board of Directors shall be authorized to fix the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any series thereof.

The foregoing are referred to collectively, as the “Corporate Actions.” The Corporate Actions will be evidenced by the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada but will not become effective until the Company’s PRE 14C is cleared by the SEC and the Corporation Actions receive approval from FINRA of the Name Change and the Reverse Split (the “Effective Date”).
On November 10, 2016, the Company filed a Form 8-K with the SEC reporting the Closing of the Merger Agreement with AIC on November 9, 2016, as well as including disclosure under Items 1.01, 3.02, 5.01, 5.02 and 5.03 of Form 8-K. The Closing of the Merger Agreement is subject to certain conditions subsequent (the "Post-Closing Events") discussed below. In order to implement the Corporate Actions and conclude the Post-Closing Events, the Certificate of Amendment must be filed with the State of Nevada in connection with applying for and receiving FINRA approval of the Name Change and the Reverse Split. At November 9, 2016, the date of the Closing, and prior to the implementation of the Reverse Split and the issuance of any shares of Common Stock to the AIC shareholders, the Company had 200,000,000 shares of Common Stock authorized and 128,293,536 shares of Common Stock issued and outstanding. In connection with the Closing on November 9, 2016, the Company has instructed its transfer agent to issue a certificate evidencing 71,706,464 shares of pre-Reverse Split Common Stock, representing the remaining authorized but unissued pre-Reverse Split Shares in the name of a designee of AIC, in furtherance of the Company's obligation, following the Closing of the Merger Agreement, that the outstanding shares of AIC shall be converted into and exchanged for 7,362,421 post-Reverse Split shares of new Common Stock Series A, representing 1,472,484,200 pre-Reverse Split shares of Common Stock, or approximately 92% of the outstanding Common Stock Series A after the Closing and the implementation of the Reverse Split. As noted above, the Company does not have and will not have a sufficient number of authorized but unissued shares until FINRA approves all of the Corporate Actions.

In addition, in connection with the Closing and the Change in Control, the Company's Board of Directors: (i) accepted the resignations of Daniel Dror, CEO, President and Chairman, Charles R. Zeller, Director and Interim CFO, Bryan M. Mook, Director and COO and L. Rogers Hardy, Director and VP of Exploration, effective November 10, 2016; and (ii) appointed Brenton Kuss to the position of CFO and Christopher Darnell as Chairman and CEO, also effective November 10, 2016. The Company reasonably expects that prior to the implementation of the Post-Closing Events, one or more executive officers and directors may also be expected to be appointed.

S. Scott Gaille, who has been a director of the Company since 2010, shall continue to serve as a member of the Board of Directors
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report, the terms “we”, “us”, “our” and the “Company” means Brenham Oil & Gas, Corp., a Nevada corporation, and its subsidiary, Brenham Oil & Gas, Inc. (collectively, “Brenham”). To the extent that we make any forward-looking statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, we emphasize that forward-looking statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied by our forward-looking statements. Our forward-looking statements in this Quarterly Report reflect our current views about future events and are based on assumptions and are subject to risks and uncertainties. Generally, forward-looking statements include phrases with words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate” and similar expressions to identify forward-looking statements.

Overview

The Company’s primary objective and focus through its fiscal year ended December 31, 2015 had been to access capital to fund its drilling programs in Texas.

Brenham had been an independent exploration and production company focused on acquiring a portfolio of assets in the United States and international locations. Brenham’s approach was to create a foundation of development and production assets in the United States, coupled with high potential international exploration opportunities.

The discussion of the results of operations represents our historical results. As a result of Brenham writing off all of its oil and gas assets effective December 31, 2015, the following discussion is not indicative of future results for many reasons.

The reason for entering into the Merger Agreement was due to the continuing low oil prices that have had a material adverse effect on the Company’s business prospects related to the development and commercial exploitation of its oil and gas assets and the likelihood that such assets would continue to underperform and not produce adequate returns.
 
The Company’s Board of Directors determined in April 2016 that rather than waiting for a commodity price recovery, it  would be in the best interests of the Company and its shareholders to enter into the Merger Agreement, abandon of its oil and gas exploration efforts and effect a change in control to permit new management to pursue the growth opportunities presented by AIC’s business model which has focused on real estate acquisitions and long-term housing for middle-income families in Sub-Saharan Africa.

Three Months Ended September 30, 2016 versus Three Months Ended September 30, 2015

Net loss for the three months ended September 30, 2016 was $36,793, compared to $35,157 for the three months ended September 30, 2015. Oil and gas revenues were $0 and $1,726 for the three months ended September 30, 2016 and 2015, respectively. Lease operating expenses were $0 and $1,758 for the three months ended September 30, 2016 and 2015, respectively. General and administrative expenses for the three months ended September 30, 2016 were $36,793, and consisted primarily of executive compensation and legal and professional expenses. General and administrative expenses for the three months ended September 30, 2015 were $34,731, and consisted of executive compensation, travel, and legal and professional expenses.

Nine Months Ended September 30, 2016 versus Nine Months Ended September 30, 2015

Net loss for the nine months ended September 30, 2016 was $117,577, compared to $135,021 for the nine months ended September 30, 2015. Oil and gas revenues for the nine months ended September 30, 2016 were $0. Pierce Junction Field lease operating expenses were $0 and $8,039 for the nine months ended September 30, 2016 and 2015, respectively. General and administrative expenses for the nine months ended September 30, 2016 were $117,352, and consisted primarily of executive compensation and legal and professional expenses.  General and administrative expenses for the nine months ended September 30, 2015 were $110,616, and consisted of executive compensation, travel, and legal and professional expenses.

Liquidity and Capital Resources

At September 30, 2016 and December 31, 2015, total assets were $6,530, and $6,051, respectively. At September 30, 2016, total liabilities were $800,724, consisting of $26,010 in accounts payable and accrued expenses, $767,089 of accounts payable to related parties, and asset retirement obligations of $7,625. At December 31, 2015, total liabilities were $682,668, consisting of $23,518 in accounts payable and accrued expenses, $651,750 in accounts payable to related parties, and asset retirement obligations of $7,400.

We had cash flow used in operations of $114,860 during the nine months ended September 30, 2016, principally due to a net loss of 117,577. We had cash used in operations of $114,541 during the nine months ended September 30, 2015 principally due to a net loss of $135,021, partially offset by an impairment of oil and gas property of $20,000.

For the nine months ended September 30, 2016 and 2015, we had no cash flows from investing activities.

For the nine months ended September 30, 2016 and 2015, cash provided by financing activities was $115,339 and $115,038, respectively, which consist primarily of advances from related parties. 

Reference is made and incorporated herein to the amended Preliminary Information Statement on Schedule 14C filed on November 9, 2016 for discussion on Brenham’s post-merger financial condition and liquidity.
Contractual Obligations

Reference is made and incorporated herein to the amended Preliminary Information Statement on Schedule 14C filed on November 9, 2016 for discussion on Brenham’s post-merger financial condition and liquidity.

credit facilities;
contracts for the lease of drilling rigs;
contracts for the provision of production facilities;
infrastructure construction contracts; and
long-term oil and gas property lease arrangements.

Off-Balance Sheet Arrangements

As of September 30, 2016 and December 31, 2015, we did not have any off-balance sheet arrangements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosures are not meant to be precise indicators of expected future results, but rather indicators of reasonably possible results. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments will be entered into for purposes of risk management and not for speculation.

Reference is made and incorporated herein to the amended Preliminary Information Statement on Schedule 14C filed on November 9, 2016 for discussion on Brenham’s post-merger financial condition and liquidity.
 
ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures. As of September 30, 2016, the Company’s chief executive officer and interim chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. As of September 30, 2016, based  upon the evaluation of these controls and procedures, our chief executive officer and interim chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report. Such conclusion reflects the departure of our chief financial officer and assumption of duties of the principal financial officer by our chief executive officer and the resulting lack of accounting experience of our now principal financial officer and a lack of segregation of duties. Until we are able to remedy these material weaknesses, we are relying on third party consultants to assist with financial reporting.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

For the nine months ended September 30, 2016, there were no material changes from risk factors as disclosed in Company’s annual report on Form 10-K for the year ended December 31, 2015.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.
 
Description
     
31.1
 
     
31.2
 
     
32.1
 
     
32.2
 
     
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase


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, hereunto duly authorized.

 
By /s/ Daniel Dror
 
Daniel Dror
Chief Executive Officer, President, and Chairman
November 9, 2016

By /s/ Charles R. Zeller
 
Charles R. Zeller
Director and Interim Chief Financial Officer
November 9, 2016

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