2
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 AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004 Commission File No.
0-6119
TRI-VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-0617433
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 BUSINESS PARK SOUTH, SUITE 200, BAKERSFIELD, CALIFORNIA 93309
(Address of principal executive offices)
(661) 864-0500
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X ] No [ ]
The number of shares of Registrant's common stock outstanding at March 31, 2004
was 20,100,627.
TRI-VALLEY CORPORATION
INDEX
Page
--------------
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . . 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . 10
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . 10
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
The accompanying notes are an integral part of these condensed financial statements.
4
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------
TRI-VALLEY CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 2004 . Dec. 31, 2003
(Unaudited) (Audited)
------------ -----------
Current Assets
Cash. . . . . . . . . . . . . $ 6,748,258 $ 6,006,973
Accounts receivable, trade. . 126,570 163,825
Prepaid expenses. . . . . . . 12,029 12,029
------------ -----------
Total Current Assets. . . . 6,886,857 6,182,827
------------ -----------
Property and Equipment, Net . . 1,517,520 1,522,333
------------ -----------
Other Assets
Deposits. . . . . . . . . . . 372,105 372,105
Investments in partnerships . 17,400 17,400
Other . . . . . . . . . . . . 13,913 13,913
Goodwill (net of accumulated
amortization of $221,439
at December 31, 2002) . . . 212,414 212,414
------------ -----------
Total Other Assets. . . . 615,832 615,832
------------ -----------
Total Assets. . . . . . . $ 9,020,209 $ 8,320,992
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, 2004 Dec. 31, 2003
(Unaudited) (Audited)
------------ ------------
CURRENT LIABILITIES
Notes and contracts payable . . . . . . . $ 2,425 $ 9,985
Trade accounts payable & accrued expenses 890,679 835,729
Accounts payable to joint venture
participants. . . . . . . . . . . . . . 60,939 91,275
Advances from joint venture
participants. . . . . . . . . . . . . . 5,980,887 4,811,742
------------ ------------
Total Current Liabilities . . . . . . . 6,934,930 5,748,731
------------ ------------
Long-term Portion of Notes and
Contracts Payable . . . . . . . . . . . . 11,954 16,805
------------ ------------
Commitments
Shareholders' Equity
Common stock, $.001 par value:
100,000,000 shares authorized;
20,100,627 and 20,097,627 issued
and outstanding at March 31, 2004
and Dec. 31, 2003, respectively . . . . 20,100 20,115
Less: Common stock in treasury,
at cost, 100,025 shares. . . . . . . . . (13,370) (13,370)
Capital in excess of par value. . . . . . 9,011,968 9,010,453
Accumulated deficit . . . . . . . . . . . (6,945,373) (6,461,742)
------------ ------------
Total Shareholders' Equity. . . . . . . 2,073,325 2,555,456
------------ ------------
Total Liabilities and
Shareholders' Equity. . . . . . . . . $ 9,020,209 $ 8,320,992
============ ============
The accompanying notes are an integral part of these
condensed financial statements.
5
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months
-----------------------
Ended March 31,
-----------------
2004 2003
------------ ------------
Revenues
Sale of oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 227,419 $ 266,647
Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,493 6,613
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369 3,520
------------ ------------
Total Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241,281 276,780
------------ ------------
Cost and Expenses
Oil and gas lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,070 56,325
Mining exploration expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,231 30,307
Project geology, geophysics,
land & administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,432 289,019
Depletion, depreciation and
amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,233 7,233
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,292 713
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,587 314,590
------------ ------------
Total Cost and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,845 698,187
------------ ------------
Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (543,564) $ (421,407)
============ ============
Net Loss per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (.03) $ (.02)
============ ============
Weighted Average Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 20,099,627 19,731,348
============ ============
The accompanying notes are an integral part of these condensed financial statements.
6
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months
--------------------
Ended March 31,
--------------------
2004 2003
------------ ------------
Cash Flows from Operating Activities
Net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (543,564) $ (421,407)
Adjustments to reconcile net income
to net cash used from operating activities:
Depreciation, depletion and amortization. . . . . . . . . . . . . . . . . . . . 7,233 7,233
Changes in operating capital:
Accounts receivable-(increase)decrease. . . . . . . . . . . . . . . . . . . . . 37,255 (210,691)
Trade accounts payable-increase(decrease) . . . . . . . . . . . . . . . . . . . 54,949 (347,477)
Accounts payable to joint venture
participants and related parties-increase(decrease) . . . . . . . . . . . . . (30,336) 147,653
Advances from joint venture
Participants-increase(decrease) . . . . . . . . . . . . . . . . . . . . . . . 1,169,145 481,791
------------ ------------
Net Cash Provided/(Used) by Operating Activities. . . . . . . . . . . . . . . . . . . 694,682 (342,898)
------------ ------------
Cash Flows Provided/(Used) by Investing Activities
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,512 (94,649)
------------ ------------
Cash Flows from Financing Activities
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . . . . . . (12,411) (16,027)
Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . 1,500 25,650
------------ ------------
Net Cash Provided/(Used) by Financing Activities. . . . . . . . . . . . . . . . (10,911) 9,623
------------ ------------
Net Increase in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . 741,283 (427,924)
Cash and Cash Equivalents at Beginning
Of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,006,975 1,936,294
------------ ------------
Cash and Cash Equivalents at
End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,748,258 $ 1,508,370
============ ============
Supplemental Information:
Cash paid for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 523 $ 713
Cash paid for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,925 $ 5,446
14
TRI-VALLEY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2004 AND 2003
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
-----------------------
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. The results of operations for the
three-month period ended March 31, 2004, are not necessarily indicative of the
results to be expected for the full year.
The accompanying consolidated financial statements do not include footnotes and
certain financial presentations normally required under generally accepted
accounting principles; and, therefore, should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 2003.
NOTE 2 - PER SHARE COMPUTATIONS
------------------------
Per share computations are based upon the weighted average number of common
shares outstanding during each year. Common stock equivalents are not included
in the computations since their effect would be anti-dilutive.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
----------------------------------
In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). Under SFAS 143, the fair value of a liability for an
asset retirement obligation should be recorded in the period in which it is
incurred. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss if the settled
amount differs from the liability recorded. SFAS 143 is effective for fiscal
years beginning after June 15, 2002. We are currently evaluating this guidance
and have not determined the impact on our financial position, results of
operations, or net cash flows, however, we anticipate these results will be
immaterial.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" (SFAS 146). SFAS 146 addresses the financial
accounting and reporting for costs associated with exit or disposal activities.
SFAS 146 states that a liability for a cost associated with an exit or disposal
activity shall be recognized and measured initially at its fair value in the
period when the liability is incurred. A liability is established only when
present obligations to others are determined. SFAS 146 does not apply to costs
associated with the retirement of long-lived assets covered in SFAS 143 (see
above). It applies to costs associated with an exit activity that does not
involve an entity newly acquired in a business combination or with a disposal
activity covered by SFAS 144 (see above). We will apply SFAS 146 for exit or
disposal activities initiated after December 31, 2002. We are evaluating this
guidance and do not believe that it will have a material impact on our financial
position, results of operations, or net cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
--------------
BUSINESS REVIEW
Notice Regarding Forward-Looking Statements
- ----------------------------------------------
This report contains forward-looking statements. The words, "anticipate,"
"believe," "expect," "plan," "intend," "estimate," "project," "could," "may,"
"foresee," and similar expressions are intended to identify forward-looking
statements. These statements include information regarding expected development
of the Company's business, lending activities, relationship with customers, and
development in the oil and gas industry. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated, believed,
estimated or otherwise indicated.
Petroleum Activities
- ---------------------
The most intense activity for Tri-Valley during the first quarter of 2004 was
the anticipated diesel oil frac of the Sunrise-Mayel #2H-Redrill well in the
McClure Shale from 6100' to 6970'. The frac was done on March 7, 2004, and was
designed to input 150,000-lbs of sand utilizing 52,000-gallons of gelled diesel
fuel. The frac job did not go as expected with the well refusing to readily
accept the sand being pumped into it. After inputting only 70,000 lbs. of sand,
the pressure became too high to continue to pump and the job was aborted. Upon
reopening the well to backflow and evaluate, the well showed strange,
non-typical backflow characteristics by not back flowing the sand and diesel
oil. It was soon discovered that the casing itself had obviously failed,
probably right at the beginning of the frac job, and that the frac actually went
out into a shallow zone and was non-effective. Another redrill of this well or
the drilling of another well is currently being studied.
Also, during the first quarter, an attempt was made to recomplete the Pimental
#1-15 into a shallower producing horizon, but the zone tested water. Currently
a foam frac of some even shallower producing sands, which have already produced
gas, is in the planning stages and is expected to occur in the last portion of
the second quarter or early in the third quarter.
A successful recompletion was done on the Webb Tract #2 into what has become a
new zone discovery for the area, in the Capay Shale interval, testing 350-MDF/D.
As with the Pimental #1-15, a foam frac is scheduled in the last portion of the
second quarter or early in the third quarter.
Precious Metals
- ----------------
There was no physical activity this quarter on our Alaska claim block. However,
with the strengthening gold price and gathering support of the investment
community to underwrite gold exploration and production projects, the Company
has determined to pursue the spin-off of its Richardson, Alaska gold project
into a new, stand alone mining company and is interviewing candidates to lead
that effort and organize the management team. The Company believes its stock
presently receives little or no value for its gold project assets and the
spin-off would provide shareholders with stock that is independently valued as a
gold company by the market.
ITEM 2. (CONTINUED)
- ---------------------
Three Months Ended March 31, 2004 as compared with Three Months ended March 31,
- --------------------------------------------------------------------------------
2003
- ----
In the quarter ended March 31, 2004, revenue was $241,281 compared to $276,780
for the same quarter in 2003. This decrease resulted from reduced gas
production due to certain wells being shut in for workovers.
Costs and expenses increased $86,658 for the period ending March 31, 2004,
compared to the same period in 2003. Oil & gas lease expenses were $38,255 less
for the quarter ended March 31, 2004, due to no workover expenses. Project
geology, geophysics, land and administration expenses were $194,587 lower for
the quarter ended March 31, 2004, compared to the same quarter in 2003. This
decrease is due to reduced activity in lease acquisitions. General and
administration costs were $285,997 higher for the quarter ended March 31, 2004,
compared to the same quarter in 2003. The primary increase was due to the
expensing of our litigation activities from the lawsuit with Armstrong Petroleum
which is $182,984. Also, higher accounting expenses related to preparation of
our annual audit and 10-K and implementation of the Sarbanes-Oxley Act.
Additionally our insurance premium increased relating to our D&O insurance, and
our investor relations expenses were higher.
For the quarter ended March 31, 2004, we had a loss of $543,564 compared to a
loss of $421,407 for the quarter ended March 31, 2003.
Capital Resources and Liquidity
- ----------------------------------
We have funded our oil and gas exploration activities primarily with proceeds
raised through privately placed drilling programs. We make decisions on the
amount of capital expenditures for drilling as funds become available for that
purpose. We do not, as a rule, rely on borrowings to fund drilling operations
or other activities.
Current assets were $6,886,857 at March 31, 2004, compared to $6,182,827 as of
December 31, 2003. This is due to an increase of cash related to investments in
our OPUS-I drilling program. Property and equipment is $4,813 less for the
period ended March 31, 2004 compared to year end due write off of asset cost.
Current liabilities were $6,934,930 for the three months ended March 31, 2004,
compared to $5,748,731 for the period ended December 31, 2003. This increase is
due to advances from joint venture participants in our drilling programs for
drilling activities in our limited liability drilling program, and accrued
expenses related to the Armstrong lawsuit.
OPERATING ACTIVITIES. We had a positive cash flow of $694,682 for the three
months ended March 31, 2004 compared to a negative cash flow of $342,898 for the
same period in 2003. This change is due to an increase in advances from joint
venture partners. Our primary source of funds is comprised of selling prospects
and oil and gas sales.
INVESTING ACTIVITIES. In the first three months of 2004 we had $57,512 in
capital expenditures. This was the result of write off of asset costs. These
were miscellaneous lease acquisition costs that were no longer prospective.
ITEM 2. (CONTINUED)
- ---------------------
FINANCING ACTIVITIES. Net cash used by financing activities was $10,911 for the
three months ended March 31, 2004 compared to $9,623 provided for the same
period in 2003. This change was due to payments on long-term debt $12,411 and
proceeds from the exercise of stock options $1,500.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------------
Tri-Valley Corporation does not engage in hedging activities and does not use
commodity futures or forward contracts in its cash management functions.
ITEM 4. CONTROLS AND PROCEDURES
-------------------------
As of March 31, 2004, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Company's CEO and
CFO, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the Company's
management, including the CEO and CFO, concluded that the Company's disclosure
controls and procedures were effective as of March 31, 2004. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2004.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
------------------
On November 7, 2002 a judgment of $141,500 was awarded to Armstrong Petroleum
against Tri-Valley Corporation. This was the result of a lawsuit that was filed
against Tri-Valley alleging a breach of contract. Armstrong and Tri-Valley
disagreed on the amount of royalties that were due Armstrong. Tri-Valley filed
an appeal of this judgment. On March 24, 2004, the appellate court affirmed the
decision of the trial court. We are considering whether to appeal the appellate
court judgment to the California Supreme Court. Tri-Valley Corporation created
a cash reserve for this judgment in 2002 when this verdict was awarded and in
2004 accrued liabilities in the amount of $182,984 for a total of $217,000 in
losses that may occur as a result of this lawsuit.
ITEM 2. CHANGES IN SECURITIES
-----------------------
We issued 3,000 shares of common stock for aggregate consideration of $1,500.00
($0.50 per share) upon exercise of options by an officer of the Company. The
shares were issued in reliance on the exemption from registration requirements
provided by Section 4(2) of the Securities Act of 1933.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 18 U.S.C. 1350 Certification
32.2 18 U.S.C. 1350 Certification
(b) Reports on form 8-K:
None
SIGNATURES
Pursuant to the requirement 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.
TRI-VALLEY CORPORATION
May 11, 2004 /s/ F. Lynn Blystone
------------------------
F. Lynn Blystone
President and Chief Executive Officer
May 11, 2004 /s/ Thomas J. Cunningham
---------------------------
Thomas J. Cunningham
Secretary, Treasurer, Chief Financial Officer
EXHIBIT 31.1
I, F. Lynn Blystone, President and Chief Executive Officer of Tri-Valley
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: May 11, 2004 /s/F. Lynn Blystone
F. Lynn Blystone,
President and Chief Executive Officer
EXHIBIT 31.1
I, Thomas J. Cunningham, Chief Financial Officer of Tri-Valley Corporation,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: May 11, 2004 /s/Thomas J. Cunningham
Thomas J. Cunningham, Chief Financial Officer
------------------------------------------------
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. 1350
The undersigned, Thomas J. Cunningham, Chief Financial Officer of Tri-Valley
Corporation, a Delaware corporation (the "Company"), pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, hereby
certifies that:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: May 11, 2004 /s/Thomas J. Cunningham
---------------------
Thomas J. Cunningham, Chief Financial Officer
--------------------------------------------------
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. 1350
The undersigned, F. Lynn Blystone, President and Chief Executive Officer of
Tri-Valley Corporation, a Delaware corporation (the "Company"), pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002, hereby certifies that:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: May 11, 2004 /s/F. Lynn Blystone
---------------------
F. Lynn Blystone, President and Chief Executive Officer
--------------------------------------------------------------