Attached files
file | filename |
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EX-31.1 - Savoy Energy Corp | v167412_ex31-1.htm |
EX-31.2 - Savoy Energy Corp | v167412_ex31-2.htm |
EX-32.1 - Savoy Energy Corp | v167412_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x
|
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended September 30, 2009
|
|
¨
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period _________ to _________
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Commission File Number: 333-151960
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Savoy Energy
Corporation
(Exact
name of small business issuer as specified in its charter)
Nevada
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26-0429687
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
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11200 Westheimer, Suite
900
Houston,
TX 77042
(Address
of principal executive offices)
713.243.8788
(Issuer’s
telephone number)
________________________________________________________
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days x
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 (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
¨
Large accelerated filer Accelerated filer
|
¨
Non-accelerated filer
|
x
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 x
No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date 28,996,000 common shares as of November 10,
2009.
TABLE OF
CONTENTS
PART I – FINANCIAL
INFORMATION
|
||
Item
1:
|
Financial
Statements
|
3
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Item
2:
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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23
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Item
3:
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Quantitative
and Qualitative Disclosures About Market Risk
|
27
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Item
4T:
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Controls
and Procedures
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27
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PART II – OTHER
INFORMATION
|
||
Item
1:
|
Legal
Proceedings
|
29
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Item
1A:
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Risk
Factors
|
29
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Item
2:
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
Item
3:
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Defaults
Upon Senior Securities
|
29
|
Item
4:
|
Submission
of Matters to a Vote of Security Holders
|
30
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Item
5:
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Other
Information
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30
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Item
6:
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Exhibits
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30
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2
PART
I - FINANCIAL INFORMATION
Item
1.
|
Financial
Statements
|
Our
consolidated financial statements included in this Form 10-Q are as
follows:
|
|
F-1
|
Consolidated
Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008
(unaudited);
|
F-2
|
Consolidated
Statements of Operations for the three and nine months ended September 30,
2009 and 2008 (unaudited);
|
F-3
|
Consolidated
Statements of Stockholders’ Equity (Deficit) for the period from December
31, 2007 to September 30, 2009 (unaudited)
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F-4
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Consolidated
Statements of Cash Flows for the nine months ended September 30, 2009 and
2008 (unaudited);
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F-5
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Notes
to Consolidated Financial
Statements;
|
These
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the SEC instructions to Form
10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating
results for the interim period ended September 30, 2009 are not necessarily
indicative of the results that can be expected for the full
year.
3
(FKA
PLANTATION EXPLORATION, INC.)
Consolidated
Balance Sheets
(Unaudited)
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Restated)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 4,480 | $ | - | ||||
Accounts
receivable
|
4,350 | 21,022 | ||||||
Total
Current Assets
|
8,830 | 21,022 | ||||||
OIL
AND GAS PROPERTIES, full cost method
|
||||||||
Costs
subject to amortization
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22,432 | 24,168 | ||||||
Costs
not subject to amortization
|
- | - | ||||||
Oil
and Gas Properties, net
|
22,432 | 24,168 | ||||||
TOTAL
ASSETS
|
$ | 31,262 | $ | 45,190 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Bank
overdraft
|
$ | - | $ | 20,629 | ||||
Accounts
payable and accrued expenses
|
222,773 | 206,244 | ||||||
Officer
salary payable
|
84,000 | - | ||||||
Notes
payable
|
611,003 | 420,000 | ||||||
Related
party payables
|
14,655 | - | ||||||
Total
Current Liabilities
|
932,431 | 626,244 | ||||||
NON-CURRENT
LIABILITIES
|
||||||||
Asset
retirement obligation
|
9,683 | 9,102 | ||||||
TOTAL
LIABILITIES
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942,114 | 635,346 | ||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
$0.0001
par value, 28,996,000 and 20,000,000 shares issued and outstanding,
respectively
|
28,996 | 20,000 | ||||||
Additional
paid-in capital
|
375,574 | 16,000 | ||||||
Accumulated
deficit
|
(1,315,422 | ) | (646,785 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
(910,852 | ) | (610,785 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 31,262 | $ | 24,561 |
The
accompanying notes are an integral part of these financial
statements.
4
SAVOY
ENERGY CORPORATION
(FKA
PLANTATION EXPLORATION, INC.)
Consolidated
Statements of Operations
(Unaudited)
For
the Three Months Ended
|
For
the Nine Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
REVENUES
|
||||||||||||||||
Oil
and gas revenues
|
$ | 5,862 | $ | 96,940 | $ | 25,005 | $ | 247,062 | ||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Lease
operating expenses
|
8,890 | 26,744 | 51,463 | 368,251 | ||||||||||||
Depreciation
and depletion
|
452 | 12,414 | 2,317 | 51,762 | ||||||||||||
General
and administrative
|
173,426 | 48,157 | 605,531 | 84,417 | ||||||||||||
Total
Operating Expenses
|
182,768 | 87,315 | 659,311 | 504,430 | ||||||||||||
INCOME
(LOSS) FROM OPERATIONS
|
(176,906 | ) | 9,625 | (634,306 | ) | (257,368 | ) | |||||||||
OTHER
INCOME (EXPENSES)
|
||||||||||||||||
Interest
expense
|
(6,031 | ) | - | (34,331 | ) | - | ||||||||||
Total
Other Income (Expenses)
|
(6,031 | ) | - | (34,331 | ) | - | ||||||||||
NET
INCOME (LOSS) BEFORE INCOME TAXES
|
(182,937 | ) | 9,625 | (668,637 | ) | (257,368 | ) | |||||||||
Income
tax expense
|
- | - | - | - | ||||||||||||
NET
(INCOME) LOSS
|
$ | (182,937 | ) | $ | 9,625 | $ | (668,637 | ) | $ | (257,368 | ) | |||||
BASIC
AND DILUTED LOSS PER SHARE
|
$ | (0.01 | ) | $ | 0.00 | $ | (0.02 | ) | $ | (0.00 | ) | |||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
28,996,000 | 60,400,000 | 39,352,835 | 60,400,000 |
The
accompanying notes are an integral part of these financial
statements.
5
SAVOY
ENERGY CORPORATION
(FKA
PLANTATION EXPLORATION, INC.)
Consolidated
Statements of Cash Flows
(Unaudited)
For
the Nine Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (668,637 | ) | $ | (257,368 | ) | ||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||
Depreciation
and depletion
|
2,317 | 51,762 | ||||||
Common
stock issued for services
|
186,750 | - | ||||||
Amortization
of stock compensation
|
181,820 | - | ||||||
Changes
in operating assets and liabilities
|
||||||||
Accounts
reveivable
|
16,672 | 5,975 | ||||||
Accounts
payable and accrued expenses
|
16,529 | (27,321 | ) | |||||
Related
party payables
|
98,655 | - | ||||||
Net
Cash Used in Operating Activities
|
(165,894 | ) | (226,952 | ) | ||||
INVESTING
ACTIVITIES
|
||||||||
Sale
of oil and gas property
|
- | 152,633 | ||||||
Purchase
of oil and gas property
|
- | (92,275 | ) | |||||
Net
Cash Provided by Investing Activities
|
- | 60,358 | ||||||
FINANCING
ACTIVITIES
|
||||||||
Repayment
of from bank overdraft
|
(20,629 | ) | - | |||||
Repayment
of demand loans
|
- | (200,000 | ) | |||||
Proceeds
from notes payable
|
191,003 | 390,000 | ||||||
Net
Cash Provided by Financing Activities
|
170,374 | 190,000 | ||||||
NET
INCREASE IN CASH
|
4,480 | 23,406 | ||||||
CASH
AT BEGINNING OF PERIOD
|
- | 22,626 | ||||||
CASH
AT END OF PERIOD
|
$ | 4,480 | $ | 46,032 | ||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
CASH
PAID FOR:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
Taxes
|
$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
6
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 1 -
FINANCIAL STATEMENTS AND BASIS OF PRESENTATION
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at September 30, 2009 and for all
periods presented have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's December 31, 2008 financial
statements. As noted in the footnote, “Restated Financial
Statements”, the Company discovered material errors in the December 31, 2008
financial statements and are cautioned to not relay on those financial
statements until such time as they are re-audited. The results of
operations for the period ended September 30, 2009 and September 30, 2008 are
not necessarily indicative of the operating results for the full
year.
Certain
amounts in prior periods have been reclassified to conform to current period
presentation
NOTE 2 -
GOING CONCERN
The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has not had significant revenues and has
generated losses from operations.
In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and to
develop a consistent source of revenues. The continuation of the
Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability to raise equity or debt financing, and the
attainment of profitable operations from the Company's planned
business.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
7
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Oil and gas
properties
The
Company follows the full cost method of accounting for its oil and natural gas
properties, whereby all costs incurred in connection with the acquisition,
exploration for and development of petroleum and natural gas reserves are
capitalized. Such costs include 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. Disposition of oil and gas 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 and gas, in which case the gain or loss is recognized to
income.
Depletion
and depreciation of proved oil and gas properties is calculated on the
units-of-production method based upon estimates of proved
reserves. Such calculations include the estimated future costs to
developed proved reserves. Oil and gas reserves are converted to a
common unit of measure based on the energy content of 6,000 cubic feet of gas to
one barrel of oil. Costs of undeveloped properties are not included in the costs
subject to depletion. These costs are assessed periodically for
impairment.
The fair
value of an asset retirement obligation is recognized in the period in which it
is incurred if a reasonable estimate of fair value can be made. The
present value of the estimated asset retirement costs is capitalized as part of
the carrying amount of the long-lived asset. For The Company,
asset retirement obligations (“ARO”) relate to the plugging and abandonment of
drilled oil and gas properties. The amounts recognized are
based upon numerous estimates including future retirement costs; future
recoverable reserve quantities and reserve lives; and the credit-adjusted
risk-free interest rate.
Ceiling
test
In
applying the full cost method, The Company performs an impairment test (ceiling
test) at each reporting date, whereby the carrying value of property and
equipment is compared to the “estimated present value,” of its proved reserves
discounted at a 10-percent interest rate of future net revenues, based on
current economic and operating conditions, plus the cost of properties not being
amortized, plus the lower of cost or fair market value of unproved properties
included in costs being amortized, less the income tax effects related to book
and tax basis differences of the properties. As of December 31, 2008
and September 30, 2009, the Company recorded an impairment expense of $674,321
(as noted in the footnote, “Restated Financial Statements”) and $-0-,
respectively.
Oil and gas properties, not
subject to amortization
The
amortization of the oil and gas properties not classified as proved begins when
the oil and gas properties become proved, or their values become
impaired. The Company assesses the realizability of its
properties not characterized as proved on at least an annual basis or when there
is or has been an indication that an impairment in value may have
occurred. The impairment of properties not classified as proved is
assessed based on management’s intention with regard to future exploration and
development of individually significant properties, and the Company’s
ability to secure capital funding to finance such exploration and
development. If the result of an assessment indicates that a
property is impaired, the amount of the impairment is added to the capitalized
costs in its full cost pool and they are amortized over production from proved
reserves.
8
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Oil and gas properties, not
subject to amortization (continued)
As of
December 31, 2008 and September 30, 2009, the carrying value of all oil and gas
properties were subject to amortization. The Company has no carrying
value for properties not subject to amortization.
Revenue and cost
recognition
The
Company uses the sales method of accounting for natural gas and oil revenues.
Under this method, revenues are recognized based on the actual volumes of gas
and oil sold to purchasers. The volume sold may differ from the volumes to which
the Company is entitled based on our interest in the properties. Costs
associated with production are expensed in the period incurred.
Stock-Based
Compensation
Stock-based
compensation expense includes the estimated fair value of equity awards vested
during the reporting period. The expense for equity awards vested
during the reporting period is determined based upon the grant date fair value
of the award and is recognized as expense over the applicable vesting period of
the stock award using the straight-line method.
Recent Accounting
Pronouncements
In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”. Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied prospectively. The
adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009
did not have a significant effect on the Company’s financial statements as of
that date or for the quarter or year-to-date period then ended. In connection
with preparing the accompanying unaudited financial statements as of September
30, 2009 and for the three and nine month periods ended September 30, 2009,
management evaluated subsequent events through the date that such financial
statements were issued (filed with the SEC)..
9
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements (continued)
In June
2009, the FASB issued SFAS 168 (ASC 105-10), The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the
Codification as the sole source of authoritative accounting principles
recognized by the FASB to be applied by all nongovernmental entities in the
preparation of financial statements in conformity with GAAP. SFAS 168 (ASC
105-10) was prospectively effective for financial statements issued for fiscal
years ending on or after September 15, 2009 and interim periods within those
fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not
impact the Company’s results of operations or financial condition. The
Codification did not change GAAP, however, it did change the way GAAP is
organized and presented. As a result, these changes impact how companies
reference GAAP in their financial statements and in their significant accounting
policies. The Company implemented the Codification in this Report by providing
references to the Codification topics alongside references to the corresponding
standards.
With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
NOTE 4 –
MERGER
On March
31, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Plantation Exploration, Inc., a privately held Texas
corporation (“Plantation Exploration”), and Plantation Exploration Acquisition,
Inc. (“Acquisition Sub”), the Company’s newly formed wholly-owned Nevada
subsidiary. In connection with the closing of this merger transaction,
Acquisition Sub merged with and into Plantation Exploration (the “Merger”)
on April 2, 2009, with the filing of articles of merger with the Texas
secretary of state. As a result of the Merger, Plantation Acquisition
no longer exists and Plantation Exploration became the Company’s wholly-owned
subsidiary.
Subsequently,
on April 3, 2009, the Company merged with another wholly-owned subsidiary, known
as Savoy Energy Corporation, in a short-form merger transaction under Nevada law
and, in connection with this short form merger, changed the Company’s name to
Savoy Energy Corporation.
10
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 4 –
MERGER (CONTINUED)
In
addition, pursuant to the terms and conditions of the Merger
Agreement
The sole
shareholder of all of the capital stock of Plantation Exploration issued and
outstanding immediately prior to the closing of the Merger exchanged his shares
into 2,000,000 shares of the Company’s common stock. As a result, the sole
shareholder of Plantation Exploration received 2,000,000 newly issued shares of
the Company’s common stock.
Our board
of directors was reconstituted to consist of Arthur Bertagnolli who, prior to
the Merger, was the sole director of Plantation Exploration. In
connection with such, we entered into an employment agreement (“Employment
Agreement”) with Mr. Bertagnolli to serve as CEO and director of our
company. The terms of the Employment Agreement are set forth
below.
We
entered into a non-competition and non-solicitation agreement (“Non-Competition
and Non-Solicitation Agreement”) with Mr. Bertagnolli. The terms of
the Non-Competition and Non-Solicitation Agreement are set forth
below.
Employment
Agreement
Pursuant
to the terms and conditions of the Employment Agreement:
Mr.
Bertagnolli will serve as President, CEO, Chairman and sole director of the
Company and Plantation Exploration. The Company agreed to compensate Mr.
Bertagnolli $14,000 per month for the first 12 months and $20,000 per month for
the second 12 month period. As of September 30, 2009 we have accrued
$84,000 as payable to Mr. Bertagnolli for his salary. Subsequent to
September 30, 2009, we issued 400,000 shares of common stock to Mr. Bertagnolli
as payment for $70,000 of his salary payable.
Mr.
Bertagnolli will receive a stock bonus from the Company for meeting certain
criteria, including: (i) 750,000 shares of our common stock if our company
generates 100 barrels of oil per day in 180 days; (ii) 750,000 shares of our
common stock if our company generates 300 or more barrels of oil per day in 365
days; and (iii) 1,000,000 shares of our common stock if our company completes a
lease with reserves equal to 35,000,000 or more barrels of oil. As of
September 30, 2009, in accordance with the probability criteria for recognition
under SFAS 123R (ASC 718-10), no compensation expense has been
recorded.
Within 15
days after our second and fourth fiscal quarters, the Company will pay to Mr.
Bertagnolli a cash bonus equal to 3% of our net revenues for the just completed
and prior fiscal quarter, and each subsequent second and fourth quarter
thereafter.
The
Company will pay Mr. Bertagnolli a cash bonus of 5% of the net proceeds of any
sale of our company to any larger oil and gas company, with an additional 5% if
Mr. Bertagnolli secures the purchaser.
11
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 4 –
MERGER (CONTINUED)
Employment Agreement
(continued)
|
The
Company agreed to issue Mr. Bertagnolli options to purchase 1,000,000
shares of our common stock at an exercise price of $1.00 per share that
will vest in 2 years from the date of the agreement. The fair value of the
options is $242,426 which was valued using the Black-Scholes pricing model
at the date of grant. Variables used in the Black-Scholes
pricing model include (1) discount rate of 1.35%, (2) expected term of 5
years, (3) expected volatility of 142% and (4) zero expected
dividends.
The
Company further agreed to issue Mr. Bertagnolli options to purchase up to
5% of our outstanding common stock at an exercise price of $1.00 per share
that will vest in 2 years from the date of the agreement. The
Company and Mr. Bertagnolli have since agreed that the number of options
issuable under the agreement was to be 2,000,000 options under the same
terms. The fair value of the options is $484,852 which was
valued using the Black-Scholes pricing model at the date of
grant. Variables used in the Black-Scholes pricing model
include (1) discount rate of 1.35%, (2) expected term of 5 years, (3)
expected volatility of 142% and (4) zero expected dividends.
The
company expensed $90,910 of compensation expense during each of the three
months ended June 30, 2009 and September 30, 2009,
respectively.
|
|
The
Company agreed to further compensate Mr. Bertagnolli in the event we are
able to raise capital in connection with a private placement. Mr.
Bertagnolli can only be terminated for
cause.
|
Non-Competition and
Non-Solicitation Agreement:
Pursuant
to the terms of the non-competition and non-solicitation agreement:
|
Mr.
Bertagnolli shall not engage any in business that competes with the
Company’s business in the United States of America during the two year
period beginning with the execution of the
agreement.
|
|
Mr.
Bertagnolli will not solicit any employee, customer or potential customer
of the Company that he comes in contact with during two year period
beginning with the execution of the
agreement.
|
Stock Purchase
Agreement
Immediately
following the closing of the Merger, in a separate transaction, the Company’s
former Chief Executive Officer and sole director, Mr. Arthur Kaplan, agreed to
purchase the Company’s former cosmetics business in exchange for the
cancellation and return all of his common stock into treasury and the
forgiveness of debts owed to him. Specifically, in the stock purchase agreement,
Mr. Kaplan retired 10,100,000 shares of the Company’s common stock and forgave
the Company $33,194 in related party payables in exchange for our prior business
of developing, manufacturing, and selling organic personal care products
specifically for men and any assets that relate to that
business.
12
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 4 –
MERGER (CONTINUED)
Stock Purchase Agreement
(continued)
The
shareholder of Plantation Exploration, Inc. became the controlling shareholder
of the Company following the merger. Accordingly, the transaction is accounted
for as a recapitalization of Plantation Exploration, Inc. The transaction is
accounted for as a reverse merger and the historical financial statements of
Plantation Exploration, Inc. are presented as those of the Company.
NOTE 5 –
SIGNIFICANT EVENTS
On April
1, 2009, the Company issued 3,000,000 options to purchase shares of its
restricted common stock at an exercise price of $1.00. These options
vest over a 2 year period. The Company has valued these shares using
the Black-Scholes model and is amortizing a total expense of $727,278 over the 2
year vesting period.
Variables used in the Black-Scholes pricing model include (1) discount rate of
1.35%, (2) expected term of 5 years, (3) expected volatility of 142% and (4)
zero expected dividends.
Effective
June 2, 2009, the Company’s board of directors approved a forward split of the
Company’s common stock on the basis of four shares for each share issued and
outstanding (4:1 split). The total number of authorized shares has
not been changed. The Company’s financial statements reflect the reverse stock
split on a retro-active basis.
On June
4, 2009, the Company issued 996,000 shares of its common stock for services
which was initially valued at $0.75 per share. As noted in the
restatement footnote, the shares were subsequently valued at $0.19 per share for
a total fair value of $186,750.
NOTE 6 –
ACCRUED EXPENSES
As of
September 30, 2009 and December 31, 2008, the balance of accrued expenses and
accounts payable are composed of the following:
September
30,
2009
|
December
31,
2008
|
|||||||
Trade
accounts payables
|
$ | 177,742 | $ | 195,544 | ||||
Accrued
interest payable
|
45,031 | 10,700 | ||||||
$ | 222,773 | $ | 206,244 |
Accrued
interest payable includes $28,585 related to interest payable to Oil Investment
Leases, Inc. (OIL) in shares of the Company’s common stock. The
remaining $16,446 of interest payable is due to Lucas Energy, Inc. under a
demand loan.
13
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 7 –
NOTES PAYABLE
On May 4,
2009, the Company amended the January 27, 2009 agreement with OIL for advance
cash payments under the demand loan. The amended agreement provided
for total borrowings of $360,000 due on demand. As of December 31,
2008, the Company had received $320,000 from OIL. During the 9 months
ended September 30, 2009, the Company borrowed an additional $40,000 from
OIL. The debt bears interest at 5,000 shares of common stock of the
Company for each month the debt remains unpaid. Both the January 27,
2009 and May 4, 2009 agreements require the Company to issue 30,000 shares of
common stock to OIL as financing fees. The fair value of the common
stock is $13,500 and was expensed (see restatement footnote). As of
September 30, 2009 the Company was not in default of this loan.
As of
December 31, 2008 and September 30, 2009, the Company had borrowed $100,000 from
Lucas Energy, Inc.. The loan bears interest at 8% per annum and is
due on demand.
NOTE 8 –
STOCK OPTIONS AND WARRANTS
A summary
of stock option activity is as follows:
Number of
Shares
|
Weighted
Average
Exercise
Price
|
|||||||
Outstanding
at 12/31/08
|
- | $ | - | |||||
Granted
|
3,000,000 | 1.00 | ||||||
Exercised
|
- | - | ||||||
Cancelled/Expired
|
- | - | ||||||
Outstanding
at 09/30/09
|
3,000,000 | $ | 1.00 |
Options
outstanding and their relative exercise price at September 30, 2009 are as
follows:
Exercise Price
|
Number
of Shares
|
Remaining
Life
|
Intrinsic
Value
(In-the-
money)
Warrants
|
||||||
1.00
|
3,000,000 |
5 years
|
$ | - | |||||
3,000,000 | $ | - |
NOTE 9 –
RELATED PARTIES
The
$14,655 balance of related party payables relates to directors fees and payables
for professional services paid by company officers. The payables are
due on demand and bear no interest.
14
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS
On August
27, 2009, the PCAOB revoked the registration of the Company’s prior
aauditorsMoore & Associated Chartered because of violations of PCAOB rules
and auditing standards in auditing financial statements, PCAOB rules and quality
controls standards, And Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 thereunder, and noncooperation with a Board
investigation. The Company was notified by the SEC that a due to the
revocation, a reaudit of the Company’s financial statements for the year ended
December 31, 2008 would be required.
On
September 10, 2009 the Company began but has not completed the reaudit of
December 31, 2009 and has identified material errors in its previously issued
financial statements. These misstatements require that the financial
statements for the fiscal year ended December 31, 2008 and the quarters ended
March 31, 2009 and June 30, 2009 be restated.
The
largest error related to the impairment of the Company’s oil and gas properties
for the year ended December 31, 2008. It has been determined that the
oil and gas properties should have been impaired to a net value of $24,168 and
the Company should have recognized a corresponding impairment expense of
$674,321. Additionally, the Company has reclassified various account
classes to improve presentation and accuracy.
The
errors discovered relating to the year ended December 31, 2008 also led to
material errors in the quarterly reports filed for the periods ended March 31,
2009 and June 30, 2009. In these periods, oil and gas properties were
overstated. This overstatement led to overstated depreciation,
depletion and amortization expenses. The Company also neglected to
accrue interest payable on the OIL debt and salary expense related to an
employment agreement with the Company CEO. The Company also had
determined that they overestimated the value of shares issued for services
resulting in an overstatement of general and administrative expenses of
$560,250. In this restatement, the Company has reclassified various
account classes to improve presentation and accuracy.
Below is
a summary of the changes made to the financial statements previously filed for
the periods ended December 31, 2008, March 31, 2009 and June 30,
2009.
15
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS (CONTINUED)
As of December 31, 2008
(Unaudited)
|
As Originally
Reported
|
Adjustments
|
As Restated
|
|||||||||
Cash
|
- | - | ||||||||||
Accrued
Production Revenues
|
21,022 | 21,022 | ||||||||||
Property
and equipment, net
|
99,080 | (99,080 |
)[3]
|
- | ||||||||
Costs
subject to amortization
|
554,421 | 99,080 |
[3]
|
24,168 | ||||||||
(629,333 |
)[1]
|
|||||||||||
Costs
not subject to amortization
|
- | - | ||||||||||
Accounts
payable and accrued expenses
|
(206,244 | ) | (206,244 | ) | ||||||||
Notes
payable
|
(420,000 | ) | (420,000 | ) | ||||||||
Bank
overdraft
|
(20,629 | ) | (20,629 | ) | ||||||||
Asset
retirement obligation
|
(9,102 | ) | (9,102 | ) | ||||||||
Preferred
stock
|
- | - | ||||||||||
Common
stock
|
(20,000 | ) | (20,000 | ) | ||||||||
Additional
paid-in capital
|
(16,000 | ) | (16,000 | ) | ||||||||
Retained
earnings/(accumulated deficit)
|
17,452 | 629,333 | 646,785 | |||||||||
TWELVE MONTHS ENDED
|
||||||||||||
For the twelve months ended December 31, 2008
(Unaudited)
|
As Originally
Reported
|
Adjustments
|
As Restated
|
|||||||||
Oil
and gas revenues
|
(263,351 | ) | (263,351 | ) | ||||||||
Lease
operating expenses
|
383,369 | 383,369 | ||||||||||
Depreciation,
depletion and amortization
|
64,175 | 64,175 | ||||||||||
Impairment
of oil and gas properties
|
- |
629,333
|
[1]
|
674,321 | ||||||||
44,988 |
[1]
|
|||||||||||
Professional
fees
|
103,083 | (103,083 |
)[2]
|
- | ||||||||
General
and administrative expenses
|
22,287 | 103,083 |
[2]
|
125,370 | ||||||||
Interest
expense
|
4,000 | 4,000 | ||||||||||
(Gain)/loss
on sale of assets
|
44,988 | (44,988 |
)[1]
|
- | ||||||||
Income
tax expense
|
- | - | ||||||||||
Net
Loss
|
358,551 | 629,333 | 987,884 | |||||||||
Basic
and diluted
|
||||||||||||
net
loss per common share
|
$ | ( 0.02 | ) | $ | 0.00 | $ | (0.02 | ) | ||||
Weight
average common shares outstanding
|
20,000,000 | 40,400,000 | 60,400,000 |
Adjustment
Entry Description for
December 31, 2009
|
|
[1]
|
Recapitalize
loss on sale of full cost properties to and record impairment of oil and
gas properties
|
[2]
|
Reclassify
for presentation.
|
[3]
|
Reclassify
all PPE into Costs Subject to Amortization in accordance with full cost
method
|
16
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS (CONTINUED)
As
of March 31, 2009 (Unaudited)
|
As
Originally
Reported
|
Adjustments
|
As
Restated
|
|||||||||
Cash
|
- | - | ||||||||||
Accrued
Production Revenues
|
17,044 | 17,044 | ||||||||||
Property
and equipment, net
|
96,668 | (96,668 |
)[1]
|
- | ||||||||
Costs
subject to amortization
|
540,983 | 96,668 |
[1]
|
23,171 | ||||||||
16,044 |
[3]
|
|||||||||||
(629,333 |
)[2]
|
|||||||||||
(1,191 | )[4] | |||||||||||
Costs
not subject to amortization
|
- | - | ||||||||||
Accounts
payable and accrued expenses
|
(222,912 | ) | (240,162 | ) | ||||||||
(17,250 | ) | |||||||||||
Notes
payable
|
(450,000 | ) | (5,000 | )[6] | (455,000 | ) | ||||||
Bank
overdraft
|
(8,834 | ) | (8,834 | ) | ||||||||
Asset
retirement obligation
|
(9,296 | ) | (9,296 | ) | ||||||||
Preferred
stock
|
- | - | ||||||||||
Common
stock
|
(7,000 | ) | (7,000 | ) | ||||||||
Additional
paid-in capital
|
(29,000 | ) | (29,000 | ) | ||||||||
Retained
earnings/(accumulated deficit)
|
72,347 | 636,730 | 709,077 |
17
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED
|
||||||||||||
For the three months ended March 31, 2009
(Unaudited)
|
As Originally
Reported
|
Adjustments
|
As Restated
|
|||||||||
Oil
and gas revenues
|
(15,464 | ) | 5,068 | [6] | (10,396 | ) | ||||||
Lease
operating expenses
|
18,841 | 18,841 | ||||||||||
Depreciation,
depletion and amortization
|
16,044 | (16,044 | )[3] | 1,191 | ||||||||
1,191 | [4] | |||||||||||
Professional
fees
|
5,260 | (5,260 | )[5] | - | ||||||||
General
and administrative expenses
|
28,146 | 5,260 | [5] | 33,406 | ||||||||
Interest
expense
|
2,068 | (68 | )[6] | 19,250 | ||||||||
17,250 | [7] | |||||||||||
Income
tax expense
|
- | - | ||||||||||
54,895 | 7,397 | 62,292 | ||||||||||
Opening
Retained Earnings/(Accumulated deficit)
|
17,452 | 629,333 | [2] | 646,785 | ||||||||
Ending
Retained Earnings/(Accumulated deficit)
|
72,347 | 636,730 | 709,077 | |||||||||
Net
loss
|
(54,895 | ) | (7,397 | ) | (62,292 | ) | ||||||
Basic and diluted | ||||||||||||
net
loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weight
average common shares outstanding
|
28,000,000 | 32,400,000 | 60,400,000 |
Adjustment Entry
Description for
March 31, 2009
[1]
|
Reclassify
all PPE into Costs Subject to Amortization in accordance with full cost
method
|
[2]
|
To
record impairment of oil and gas
properties
|
[3]
|
To
reverse prior DDA expense
|
[4]
|
To
record proper DDA expense
|
[5]
|
Reclassification
for presentation.
|
[6]
|
Adjustment
to correct previous error
|
[7]
|
Record
issuance of 30,000 shares to OIL and interest on OIL shares (5,000/month)
per agreement on 1/27/09
|
18
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS (CONTINUED)
As of June 30, 2009 (Unaudited)
|
As Originally
Reported
|
Adjustments
|
As Restated
|
|||||||||
Cash
|
13,115 | 13,115 | ||||||||||
Accrued
Production Revenues
|
16,640 | 16,640 | ||||||||||
Property
and equipment, net
|
98,785 | (98,785 | )[1] | - | ||||||||
Costs
subject to amortization
|
523,015 | 98,785 | [1] | 22,690 | ||||||||
32,088 | [2] | |||||||||||
(629,333 | )[4] | |||||||||||
(1,865 | )[5] | |||||||||||
Costs
not subject to amortization
|
- | - | ||||||||||
Accounts
payable and accrued expenses
|
(214,367 | ) | (24,300 | ) | (238,667 | ) | ||||||
Officer
salary payable
|
- | (42,000 | )[8] | (42,000 | ) | |||||||
Notes
payable
|
(576,113 | ) | (5,000 | )[12] | (581,113 | ) | ||||||
Asset
retirement obligation
|
(9,490 | ) | (9,490 | ) | ||||||||
Preferred
stock
|
- | - | ||||||||||
Common
stock
|
(28,996 | ) | (28,996 | ) | ||||||||
Additional
paid-in capital
|
(754,004 | ) | (90,910 | )[9] | (284,664 | ) | ||||||
560,250 | [10] | |||||||||||
Retained
earnings/(accumulated deficit)
|
931,415 | 201,070 | 1,132,485 |
19
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED
|
||||||||||||
For the six months ended June 30, 2009
(Unaudited)
|
As Originally
Reported
|
Adjustments
|
As
Restated
|
|||||||||
Oil
and gas revenues
|
(8,747 | ) | (8,747 | ) | ||||||||
Lease
operating expenses
|
11,866 | 11,866 | ||||||||||
Depreciation,
depletion and amortization
|
16,044 | (16,044 | )[3] | 674 | ||||||||
674 | [5] | |||||||||||
Professional
fees
|
7,003 | (7,003 | )[7] | - | ||||||||
General
and administrative expenses
|
830,902 | 7,003 | [7] | 410,565 | ||||||||
42,000 | [8] | |||||||||||
90,910 | [9] | |||||||||||
(560,250 | )[10] | |||||||||||
Interest
expense
|
2,000 | 7,050 | [11] | 9,050 | ||||||||
Income
tax expense
|
- | - | ||||||||||
859,068 | (435,660 | ) | 423,408 | |||||||||
Opening
Retained Earnings/(Accumulated deficit)
|
72,347 | 629,333 | [4] | 701,680 | ||||||||
(16,044 | )[2] | (16,044 | ) | |||||||||
1,191 | [6] | 1,191 | ||||||||||
17,250 | [11] | 17,250 | ||||||||||
Ending
Retained Earnings/(Accumulated deficit)
|
931,415 | 196,070 | 1,127,485 | |||||||||
Net
loss
|
859,068 | (435,660 | ) | 423,408 | ||||||||
Net
loss per common share
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.01 | ) | |||
Weight
average common shares outstanding
|
28,000,000 | 1,348,826 | 29,348.826 |
20
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 10 –
RESTATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED
|
||||||||||||
For the six months ended June 30, 2009
(Unaudited)
|
As Originally
Reported
|
Adjustments
|
As Restated
|
|||||||||
Oil
and gas revenues
|
(24,211 | ) | 5,068 | [12] | (19,143 | ) | ||||||
Lease
operating expenses
|
30,707 | 30,707 | ||||||||||
Depreciation,
depletion and amortization
|
32,088 | (32,088 | )[3] | 1,865 | ||||||||
1,865 | [5] | |||||||||||
Professional
fees
|
12,263 | (12,263 | )[7] | - | ||||||||
General
and administrative expenses
|
859,048 | 12,263 | [7] | 443,971 | ||||||||
42,000 | [8] | |||||||||||
90,910 | [9] | |||||||||||
(560,250 | )[10] | |||||||||||
Interest
expense
|
4,068 | 24,300 | [11] | 28,300 | ||||||||
(68 | )[12] | |||||||||||
Income
tax expense
|
- | - | ||||||||||
913,963 | (428,263 | ) | 485,700 | |||||||||
Opening
Retained Earnings/(Accumulated deficit)
|
17,452 | 629,333 | [4] | 646,785 | ||||||||
Ending
Retained Earnings/(Accumulated deficit)
|
931,415 | 201,070 | 1,132,485 | |||||||||
Net
loss
|
913,963 | (428,263 | ) | 485,700 | ||||||||
Basic and Diluted | ||||||||||||
net
loss per common share
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.01 | ) | |||
Weight
average common shares outstanding
|
28,000,000 | 16,617,083 | 44,617,083 |
Adjustment Entry Description
for June 30, 2009
[1]
|
Reclassify
all PPE into Costs Subject to Amortization in accordance with full cost
method
|
[2]
|
To
reverse prior DDA expense from Q1
|
[3]
|
To
reverse prior DDA expense from Q2
|
[4]
|
To
record impairment of oil and gas
properties
|
[5]
|
To
record proper DDA for current Q
|
[6]
|
To
record proper DDA from prior Q
|
[7]
|
Reclassify
for presentation.
|
[8]
|
Record
accrued salary for CEO
|
[9]
|
Account
for warrants granted to CEO on
4/1/09
|
[10]
|
Revaluation
of shares issued to for services
|
[11]
|
Record
issuance of 30,000 shares to OIL and interest on OIL shares (5,000/month)
per agreement on 1/27/09
|
[12]
|
Adjustment
to correct previous error
|
21
Savoy
Energy Corporation
(FKA
Plantation Exploration, Inc.)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 11 –
COMMITMENTS, CONTINGENCIES AND LITIGATION
The
company has no commitments or contingencies and is currently not subject to any
litigation.
NOTE 12 –
SUBSEQUENT EVENTS
On
October 7, 2009 the Board of Directors granted 400,000 shares of common stock as
payment to Art Bertagnolli for salary payable.
On
October 7, 2009, the Board of Directors granted 300,000 shares of common stock
to directors of the Company for director fees. The $60,000 fair value
of the 400,000 shares was based on the Company’s stock price on the date of
grant and was expensed.
On
October 7, 2009 the Board of Directors granted 100,000 shares of common stock to
a consultant for services. The $15,000 fair value of the 100,000
shares was based on the Company’s stock price on the date of grant and was
expensed.
On
October 7, 2009 the Board of Directors approved the issuance of 2,750,000 shares
of common stock in contemplation of acquiring working interests. To
date, no acquisition has occurred.
On
November 18, 2009, the Board of Directors granted 1,000,000 shares of common
stock for financing fees. The $110,000 fair value of the 1,000,000
shares was based on the Company’s stock price on the date of
grant.
22
Item
2. Management’s Discussion and Analysis or Plan of
Operation
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. Further
information concerning our business, including additional factors that could
materially affect our financial results, is included herein and in our other
filings with the SEC.
Overview
We are in
the business of re-entering, re-completing, extracting oil, and selling oil from
previously drilled wells in the United States. Our value proposition lies in our
ability to economically extract significant amount of the “left-behind” oil from
previously drilled sites. We compete primarily on the basis of the quality of
crude oil and relationships with contract operators and large oil
companies.
We
currently hold leases on and are producing oil from three wells: Ali-O No.1,
Rozella Kifer, Zavadil No.1. We also own 35% interest in the producing Wright
well. We will continue our workover efforts on these wells, and seek
to duplicate our successful efforts with other wells. We have retained Forrest
A. Garb & Associates, a petroleum consulting firm specializing in geological
analyses of oil wells, to work with us to locate and screen a number of
abandoned oil wells prospects for viability. Our evaluations include
an assessment of production potential of each well using geological evaluations
including the use of seismic data as available. In addition to the
four wells that we are currently have in operation, we have also already
identified 34 other wells as targets for acquisition: six that are producing and
28 that have been abandoned but have seismic or other data indicating that they
are favorable candidates for recompletion or workover.
23
Once we
have determined which wells have the greatest production potential and are most
likely to respond to our workover efforts, we will then pursue acquiring
interests in those wells. We will then engage in workover operations as with our
previous wells, primarily through horizontal drilling and acidization. We hope
to extract and sell crude oil through a third party purchaser.
Our
strategy is to concentrate on existing low maintenance production, exploit low
risk sidetrack drilling opportunities as and when identified, and use the
accumulated information and results to advance operations.
Large oil
companies with high overhead costs require high production rates for wells to be
economically viable. Our small size and lower overhead allows profitably
extraction of oil at low production rates. Our goal is to turn wells rendered
uneconomical and abandoned by large companies into profitable ones.
We
continue to find ways to reduce expenses and increase efficiency. Recently,
decisions were made convert all applicable wells to operate on electricity.
Electricity is cheaper as an energy source and also electric motors have lower
maintenance expenses than gas operated engines. To further this end, plans were
made to install the “Jack Shaft Reducer” on our Rozella Kifer Well. The Jack
Shaft Reducer is expected to both increase efficiency and decrease maintenance
costs which will in turn extend the life of the well’s
production. This was installed subsequent to the period ended
September 30, 2009 and we have already begun to reap benefits from the
conversions.
Presently,
we conduct our field operations through a contractor. However, because our
contract operator conducts field operations for other companies and for their
own wells as well, we feel that we can operate more efficiently and respond more
immediately to market and operational concerns if we bring this function
in-house. Therefore, we have plans to begin hiring employees to conduct our
field operations for any new wells we acquire. We feel that this will reduce our
operational costs and allow us a greater level of flexibility and control than
we currently experience conducting field operations through a contract
operator.
In order
to become our own operator, we will be required to file a bond with the Railroad
Commission of Texas. We intend to do this prior to hiring field employees. As
our field operations increase in fiscal and operational efficiency, we intend to
expand their duties to include the field operations of the four wells we
currently hold.
Developments
in Expansion of Wells
We signed
a letter of intent to acquire 100% of the working interest in the Wright Well in
Gonzalez County, Texas from Lucas Energy, Inc., an independent crude oil and gas
company. The proposed transaction would have raised our current
working interest in the well by 65%, and give us full control of the producing
well. The letter of intent has expired, however, as of the date of
this report negotiations are continuing to purchase an additional 55% of the
producing well giving us controlling interest in the well. No definitive
agreements have been signed to date, but we are continuing to pursue the
proposed transaction.
24
We
entered into a joint venture with Masi Corp Holdings Limited and formed an oil
exploration joint venture entity in Fiji, called Savoy-Masi Petroleum
Corporation Limited (“Savoy-Masi”). Savoy-Masi has been designed to license
properties in Fiji for oil exploration, recompletion and work-over activities.
We can provide no assurance, however, that we will be able to license properties
in Fiji or explore there. Although Savoy-Masi was granted a
registration to undertake gas and oil exploration in Fiji, the company is still
working with The Republic of Fiji Islands Ministry of Lands & Mineral
Resources' Netani Sukanaivalu to establish our business there.
Results
of Operations for the Three and Nine Months Ended September 30, 2009 and
2008
Revenues.
Our total revenue reported for the three months ended September 30, 2009 was
$5,862, a decrease from $96,940 for the quarter ended September 30,
2008. Our total revenue reported for the nine months ended September
30, 2009 was $25,005, a decrease from $247,062 for the nine months ended
September 30, 2008. At the end of 2008 four of the wells (Ida Mae,
Ruby Vernor, Brands, Canion) in the Company’s well package were released due to
inability to meet minimum production standards. The loss of these
four wells account for a significant portion of the
decrease. The remaining decrease in revenues for the quarter ended
September 30, 2009 from the same quarter in 2008 is attributable to the decrease
in price per barrel.
Lease Operating
Expenses. Our revenues are offset by our lease operating
expenses related to our wells. The lease operating expenses for the
three months ended September 30, 2009 decreased to $20,756 from the same quarter
in 2008 of $26,744. The lease operating expenses for the nine months ended
September 30, 2009 decreased to $51,464 from the same period in 2008 of
$299,610. As mentioned previously, four of the Company’s wells in the Company’s
well package were released due to inability to meet minimum production
standards. The Ida Mae well itself incurred most of the LOE in that a great deal
of capital was used to attempt to stimulate the well. Additionally, the fact
that the Ida Mae well went from a producing well to a non-producing well
required workover efforts. These well stimulation and workover costs along with
the loss of the three other wells account for the majority of this decline in
lease operating expenses. The remaining decrease is attributable to
the natural progression of a depleting asset. The byproduct of the depletion of
production results is a decrease in costs.
Impairment and
Depreciation, Depletion and Amortization. Depreciation,
depletion and amortization for the three months ended September 30, 2009
decreased to $452 from the same quarter in 2008 of $12,414. The depreciation,
depletion and amortization for the nine months ended September 30, 2009
decreased to $2,317 from the same period in 2008 of $51,762. Both the three
month and nine month decreases in our depreciation, depletion and amortization
expense are attributable to lower carrying values of our oil and gas properties
in fiscal 2009 as a result the December 31, 2008 impairment of
$674,320. We had no impairment in the three or nine months ended
September 30, 2009.
25
General and
Administrative Expense. General and administrative expense for
the three months ended September 30, 2009 increased to $161,560 from the same
quarter in 2008 of $48,157. The General and administrative expense for the nine
months ended September 30, 2009 increased to $605,530 from the same period in
2008 of $153,058. Both the three month and nine month increases in general and
administrative expense include the amortization of stock compensation expense
and stock issued for services during fiscal 2009 versus none in fiscal
2008. Included in the 2009 general and administrative expense are
non-cash expenses $181,820 relating to the amortization of stock options and
$186,750 relating to stock issued for services during the 9 months ended
September 30, 2009. The increase in general and administrative
expense for the three and nine months ended September 30, 2009 compared with
prior periods in 2008 is largely attributable to increased legal and accounting
fees as a result of becoming a public company and the salary being
accrued for CEO.
Other Income
(Expenses). We recorded interest expenses of $6,031 for the three months
ended September 30, 2009, compared with $0 for the three months ended September
30, 2008. We recorded interest expenses of $34,331 for the nine months ended
September 30, 2009, compared with $0 for the nine months ended September 30,
2008. The increase in interest expense is associated with a loans entered into
during fiscal 2009.
Net Income
(Loss). We reported a net loss of $182,937 or $0.01 per share for the
three months ended September 30, 2009 compared with net income of $9,625 or
$0.00 per share for the three months ended September 30, 2008. We
reported a net loss of $668,637 or $0.03 per share for the nine months ended
September 30, 2009 compared with a net loss of $257,368 or $0.02 per share for
the nine months ended September 30, 2008.
Liquidity
and Capital Resources
As of
September 30, 2009, we had total current assets of $8,830 and total assets in
the amount of $31,262. Our total current liabilities as of September 30, 2009
were $932,431. Thus, we had a working capital deficit of $923,601 as
of September 30, 2009.
Operating
activities used $14,892 in cash for the nine months ended September 30, 2009.
Our net loss of $668,637 was the primary component of our negative operating
cash flow, offset by common stock issued and warrants granted for services at
$368,570. We recorded no cash flows by investing activities during the quarter
ended September 30, 2009. Cash flows provided by financing activities during the
quarter ended September 30, 2009 was $19,372 consisting of proceeds from notes
payable of $40,000, offset by the repayment of a bank overdraft in the amount of
$20,629.
Based
upon our current financial condition, we do not have sufficient cash to operate
our business at the current level for the next twelve months. We have negative
working capital and rely on investments and loans to fund our
operations. We intend to fund operations through increased sales and
debt and/or equity financing arrangements, which may be insufficient to fund
expenditures or other cash requirements. We plan to seek additional financing in
a private equity offering to secure funding for operations. There can be no
assurance that we will be successful in raising additional funding. If we are
not able to secure additional funding, the implementation of our business plan
will be impaired. There can be no assurance that such additional financing will
be available to us on acceptable terms or at all.
26
On
September 8, 2009 we announced a letter of intent with Tangiers Investors LP
(“Tangiers”) to provide us financing through in the form of an equity line of
credit in the amount of $10 million. Proceeds raised under the
Tangiers equity line were to be used to fund our capital program and to meet our
operating and working capital requirements. We were unable to
reach definitive agreements with Tangiers and negotiations are not expected to
continue. We are currently searching other avenues to
raise money.
Going
Concern
Our
financial statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. As of
the date of this report, we have generated losses from operations.
In order
to continue as a going concern and achieve a profitable level of operations, we
will need, among other things, additional capital resources and to develop a
consistent source of revenues. Our continuation as a going concern is
dependent upon the continued financial support from our shareholders, the
ability to raise equity or debt financing, and the attainment of profitable
operations from our planned business.
Our
ability to continue as a going concern is dependent upon our ability to
successfully accomplish the plan described in the preceding paragraph and
eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if we are
unable to continue as a going concern.
Off
Balance Sheet Arrangements
As of
September 30, 2009, there were no off balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About
Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item
4T. Controls and Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of September 30, 2009. The Company's
internal control over financial reporting is a process and procedures designed
under the supervision of the Company's Principal Executive Officer and Principal
Financial Officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company's financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.
Based
upon that evaluation, our Chief Executive Officer who is also our Principal
Financial Officer concluded that, as of September 30, 2009, our disclosure
controls and procedures over financing reporting were not
effective. Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
27
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
There
have been no changes in our internal controls over financial reporting during
the quarter ended September 30, 2009.
28
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item
1A: Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
Item
2. Unregistered Sales of Equity Securities and Use
of Proceeds
During
the current reporting period, we issued 996,000 shares of our common stock for
consulting services rendered.
On
October 7, 2009 the Board of Directors granted 400,000 shares of common stock as
payment to Art Bertagnolli for salary payable.
On
October 7, 2009, the Board of Directors granted 400,000 shares of common stock
to directors of the Company for director fees. The $60,000 fair value
of the 400,000 shares was based on the Company’s stock price on the date of
grant and was expensed.
On
October 7, 2009 the Board of Directors granted 100,000 shares of common stock to
a consultant for services. The $15,000 fair value of the 100,000
shares was based on the Company’s stock price on the date of grant and was
expensed.
On
October 7, 2009 the Board of Directors approved the issuance of 2,750,000 shares
of common stock in contemplation of acquiring working interests. To
date, no acquisition has occurred.
On
November 18, 2009, the Board of Directors granted 1,000,000 shares of common
stock for financing fees. The $110,000 fair value of the 1,000,000
shares was based on the Company’s stock price on the date of grant.
The above
issuances were performed in reliance on the exemption from registration afforded
by Section 4(2) of the Securities Act.
Item
3. Defaults upon Senior Securities
None
29
Item
4. Submission of Matters to a Vote of Security
Holders
None
Item
5. Other Information
None
Item
6. Exhibits
Exhibit
Number
|
Description of Exhibit
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certification
of 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
|
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SAVOY
ENERGY CORPORATION
|
|||
Date:
|
November
23, 2009
|
||
By:
|
/s/ Arthur Bertagnolli | ||
Arthur
Bertagnolli
|
|||
Title:
|
Chief
Executive Officer and Chief Financial
Officer
|
30