Attached files
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EX-5.1 - HK EBUS Corp | v186977_ex5-1.htm |
EX-23.1 - HK EBUS Corp | v186977_ex23-1.htm |
EX-10.17 - HK EBUS Corp | v186977_ex10-17.htm |
EX-10.16 - HK EBUS Corp | v186977_ex10-16.htm |
Registration
Statement No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
VIPER
RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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1381
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26-2113613
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||
(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Massimiliano
Pozzini
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|
Chief
Executive Officer
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Uptown
Center
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Viper
Resources, Inc.
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2100
West Loop South, Suite 900
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2100
West Loop South, Suite 900
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Houston,
TX 77027
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Houston,
TX 77027
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(832)
476-8941
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(832)
476-8941
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(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive
offices)
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(Name,
address, including zip code, and telephone number,
including
area code, of agent for
service)
|
Copies of
communications to:
Amy
M. Trombly, Esq.
1320
Centre Street, Suite 202
Newton,
MA 02459
Phone
(617) 243-0060
Fax
(617) 243-0066
Approximate
date of proposed sale to the public: As soon as practicable after the effective
date of this registration statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Proposed
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||||||||||||||||
Proposed
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Maximum
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|||||||||||||||
Title of Each Class of
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Maximum
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Aggregate
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Amount of
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|||||||||||||
Securities to be
|
Amount to be
|
Offering Price
|
Offering
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Registration
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||||||||||||
Registered
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Registered (1)
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Per Unit (2)
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Price(2)
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Fee
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||||||||||||
Common
Stock, par value $0.00001
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14,705,000
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$
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0.05
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$ | 735,250 |
$
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52.42
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(1)
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Pursuant to Rule 416(a) of the
Securities Act of 1933, as amended, this registration statement shall be
deemed to cover additional securities that may be offered or issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
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(2)
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Estimated solely for the purpose
of calculating the amount of the registration fee pursuant to Rule 457(c)
based on the average of the high and low prices of the registrant’s common
stock as reported on the Over-The-Counter Bulletin Board on May 27,
2010.
|
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
VIPER
RESOURCES, INC.
OFFERING
UP TO 14,705,000 COMMON SHARES
This
prospectus relates to the offer and resale of up to 14,705,000 shares of our
common stock, par value $0.00001 per share, by the selling stockholder, Dutchess
Opportunity Fund, II, LP, which Dutchess has agreed to purchase
pursuant to the investment agreement we entered into with Dutchess on January
28, 2010. Subject to the terms and conditions of the investment
agreement, which we refer to in this prospectus as the “Investment Agreement,”
we have the right to “put,” or sell, up to $5 million in shares of our common
stock to Dutchess. This arrangement is sometimes referred to as an
“Equity Line.”
We will
not receive any proceeds from the resale of these shares of common stock offered
by Dutchess. We will, however, receive proceeds from the sale of
shares to Dutchess pursuant to the Equity Line. When we put an amount
of shares to Dutchess, the per share purchase price that Dutchess will pay to us
in respect of such put will be determined in accordance with a formula set forth
in the Investment Agreement. Generally, in respect of each put,
Dutchess will pay us a per share purchase price equal to 94% of the highest
posted bid price of our common stock during the five consecutive trading day
period beginning on the trading day immediately following the date Dutchess
receives our put notice.
Dutchess
may sell the shares of common stock from time to time at the prevailing market
price on the Over-the-Counter Bulletin Board, or OTCBB, or on an exchange
if our shares of common stock become listed for trading on such an exchange, or
in negotiated transactions. Dutchess is an “underwriter” within the
meaning of the Securities Act of 1933, as amended, in connection with the resale
of our common stock under the Equity Line.
Our
common stock is quoted on the OTCBB under the symbol “VPRS.OB.” The last
reported sale price of our common stock on the OTCBB on May 27, 2010 was $0.04
per share.
THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SECURITIES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
SEE
“RISK FACTORS” BEGINNING ON PAGE 2.
We will
be responsible for all fees and expenses incurred in connection with the
preparation and filing of this registration statement, provided, however, we
will not be required to pay any underwriters’ discounts or commissions relating
to the securities covered by the registration statement.
You
should read this prospectus and any prospectus supplement carefully before you
decided to invest. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
document.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
Subject
to Completion, the date of this Prospectus is June 2, 2010.
Prospectus
Summary
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1
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The
Offering
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1
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Risk
Factors
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2
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Use
of Proceeds
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5
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Selling
Stockholder
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5
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Plan
of Distribution
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6
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Description
of Securities Being Registered
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7
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Interests
of Named Experts and Counsel
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7
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Statement
Regarding Forward Looking Statements
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7
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Information
About the Company
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8
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Description
of Business
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8
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Description
of Property
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10
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Legal
Proceedings
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10
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Market
Price of and Dividends on Common Equity and Related Stockholder
Matters
|
10
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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11
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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14
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Quantitative
and Qualitative Disclosures About Market Risk
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14
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Directors,
Executive Officers and Corporate Governance
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14
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Executive
Compensation
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15
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Security
Ownership and Certain Beneficial Owners and Management
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16
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Certain
Relationships and Related Transactions, Director
Independence
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16
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Legal
Matters
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16
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Experts
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17
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Financial
Statements
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F-1
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VIPER
RESOURCES, INC.
PROSPECTUS
SUMMARY
The
following information is a summary of the prospectus and it does not contain all
of the information you should consider before making an investment decision. You
should read the entire prospectus carefully, including the financial statements
and the notes relating to the financial statements.
ABOUT
US
We
incorporated under the laws of the State of Nevada in November, 2005 under the
name Cobra Oil & Gas Company. Effective September 8, 2009, we
changed our name to Viper Resources, Inc., and ceased the use of Cobra Oil &
Gas Company and certain derivations thereof. Our principal executive
offices are located at 134 Uptown Centre, 2100 West Loop South, Suite 900,
Houston, TX 77027. Our telephone number is (832) 476-8941. Our fiscal
year end is May 31. Our website is www.viper-resources.com. Information
contained on our website does not constitute part of this
prospectus.
We are
currently in the exploration stage as an oil and gas exploration company and
presently engaged in limited oil and gas activities in Utah and
Montana. We develop properties and any other prospects that we may
acquire an interest in and we do not currently offer any products or services
for sale. During the exploration and drilling process, if we
determine that there are commercial quantities of oil and natural gas on our
properties, we plan to produce the oil and natural gas and sell it at the
wellhead. To date, we have not realized any revenues from our
operations.
SUMMARY
FINANCIAL DATA
Because
this is only a summary of our financial information, it does not contain all of
the financial information that may be important to you. Therefore,
you should carefully read all of the information in this prospectus and any
prospectus supplement, including the financial statements and their explanatory
notes and the section entitled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” before making a decision to
invest in our common stock. The information contained in the
following summary is derived from our financial statements for the quarters
ended February 28, 2010 and 2009 and the fiscal years ended May 31, 2009 and
2008.
Quarter
Ended
|
Quarter
Ended
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Year ended
|
Year ended
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|||||||||||||
02/28/10
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02/28/09
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05/31/2009
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05/31/2008
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|||||||||||||
Revenue
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$
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0
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$
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0
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$
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0
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$
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0
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||||||||
Cost
of sales
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0
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0
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0
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0
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||||||||||||
Gross
profit
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0
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0
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0
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0
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||||||||||||
Advertising
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0
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0
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0
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1,495
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||||||||||||
Exploration
Costs
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0
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0
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0
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141,756
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||||||||||||
General
and administrative
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119,684
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76,680
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279,350
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44,839
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||||||||||||
Total
Operating expenses
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119,684
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76,680
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279,350
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188,090
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||||||||||||
Loss
from operations
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(119,684
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)
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(76,680
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)
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(279,350
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)
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(188,090
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)
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||||||||
Other
income (expense)
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0
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(1,659
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)
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(6,638
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)
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(3,729
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)
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|||||||||
Net
loss
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$
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(119,733
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)
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(78,339
|
)
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$
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(285,988
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)
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$
|
(191,819
|
)
|
THE
OFFERING
This
prospectus relates to the resale of up to 14,705,000 shares of our common stock
by Dutchess Opportunity Fund, II, LP. Dutchess will acquire our
common stock pursuant to the terms and conditions of the Investment
Agreement.
The
Investment Agreement with Dutchess provides that Dutchess is committed to
purchase from us, from time to time, up to $5,000,000 of our common stock over
the course of thirty-six months. We may draw on the facility from
time to time, as and when we determine appropriate in accordance with the terms
and conditions of the Investment Agreement. The amount that we are
entitled to put in any one notice will be equal to either 1) 200% of the average
daily volume of the common stock for the 3 trading days prior to the applicable
put notice date, multiplied by the average of the 3 daily closing prices
immediately preceding the Put date or 2) $100,000. When we “put,” or
sell, an amount of shares to Dutchess, the per share purchase price that
Dutchess will pay to us in respect of such put will be determined in accordance
with a formula set forth in the Investment Agreement. Generally, in
respect of each put, Dutchess will pay us a per share purchase price equal to
94% of the highest posted bid price of our common stock during the
five consecutive trading day period beginning on the trading day immediately
following our put notice. The number of shares issuable by us and
purchasable by Dutchess under the Investment Agreement is 14,705,000 shares.
1
Common stock outstanding as of May 28, 2010
|
79,116,214
|
|
Securities
Offered
|
Up
to 14,705,000 shares of our common stock by Dutchess, the selling
stockholder.
|
|
Offering
Price
|
To
be determined by the prevailing market price for the shares at the time of
sale.
|
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the shares by the selling
stockholder. We will, however, receive proceeds from the shares
of our common stock that we sell to Dutchess under the Equity
Line. See “Use of Proceeds” section.
|
|
Risk
Factors
|
An
investment in our common stock involves a high degree of
risk. See “Risk Factors” beginning on page 2 and the other
information in this prospectus for a discussion of the factors you should
consider before investing in the shares of common stock offered
hereby.
|
|
Stock
Symbol
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VPRS.OB
|
RISK
FACTORS
Risks
Related to Our Business
We
have minimal operations, have never had any revenues, have no current prospects
for future revenues, and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease operations.
We are in
the exploration stage as an oil and gas exploration company and are presently
engaged in limited oil and gas activities. We had minimal
operations and generated no operating revenues since inception. We have no
operating history upon which an evaluation of our future success or failure can
be made. As of our last quarter ended February 28, 2010, we had an
accumulated deficit of $995,576. We have never had any revenues from
operations and we do not have any current prospects for future revenues. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon
|
·
|
our ability to locate oil and
gas;
|
|
·
|
our ability to generate revenues
from the sale of oil and gas;
and
|
|
·
|
our ability to reduce exploration
costs.
|
Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our properties. As a result, we may not generate revenues in the
future. Failure to generate revenues will cause us to suspend or cease
operations. Further, we have not considered and will not consider any
activity beyond our current exploration program until we have completed our
exploration program.
Because
our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue operations in which case you could lose your
investment.
In their
report dated July 24, 2009, our independent registered public accounting firm,
Ronald R. Chadwick, P.C., stated that our financial statements for the year
ended May 31, 2009 were prepared assuming the company will continue as a going
concern. This means that there is substantial doubt that we can
continue as an ongoing business. During our recent quarterly period
ended February 28, 2010 we incurred a net loss of $119,684. During
our fiscal year ended May 31, 2009 we incurred a net loss of
$285,988. We will need to generate significant revenue in order to
achieve profitability and we may never become profitable. The going
concern paragraph in the independent auditor’s report emphasizes the uncertainty
related to our business as well as the level of risk associated with an
investment in our common stock.
Oil
and gas prices are volatile and a substantial decrease in oil and gas prices
would adversely affect our operations.
Oil and
gas prices historically have been volatile and will likely to continue to be
volatile in the future. The prices for oil and gas are subject to
wide fluctuation in response to relatively minor changes in the supply of and
demand for oil and gas, market uncertainty, worldwide economic conditions,
weather conditions, and political conditions in major oil producing
regions. A significant decrease in price levels for an extended
period would negatively affect our operations and you could lose all or part of
your investment.
2
Title
to our oil and gas leases could be defective in which case we may not own the
interest in a property to conduct operations which would materially affect our
business.
It is
customary in the oil and gas industry that upon acquiring an interest in a
property, that only a preliminary title investigation be done at that
time. We intend to follow this custom. If the title to the
prospects should prove defective, we could lose the costs of acquisition, or
incur substantial costs for curative title work.
If
during our exploration activities we discover gas, our wells could be curtailed
by lack of market demand and any potential revenues we generate could be
curtailed.
Production
from gas wells in many geographic areas of the United States has been curtailed,
or shut-in, for considerable periods of time due to a lack of market demand, and
such curtailments may continue for a considerable period of time in the future.
There may be an excess supply of gas in areas where our operations will be
conducted. In such event, it is possible that there will be no market or a very
limited market for our gas production. It is customary in many portions of
Colorado to shut-in gas wells in the spring and summer when there is not
sufficient demand for gas. This could result in suspension of
revenues.
Operating
and environmental hazards on the properties where we operate could have a
negative impact on our business.
We may
encounter hazards incident to the operation of oil and gas properties, such as
accidental leakage of petroleum liquids and other unforeseen conditions, if we
participate in developing a well and, on occasion, substantial liabilities to
third parties or governmental entities may be incurred. We could be subject to
liability for pollution and other damages or may lose substantial portions of
prospects or producing properties due to hazards which cannot be insured against
or which have not been insured against due to prohibitive premium costs or for
other reasons. We currently do not maintain any insurance for environmental
damages. Governmental regulations relating to environmental matters could also
increase the cost of doing business or require alteration or cessation of
operations in certain areas.
The
probability of an individual prospect ever having oil and gas is extremely
remote and therefore any funds we spend on exploration will likely be
lost.
The
probability of an individual prospect ever having oil and gas is extremely
remote. In all probability, the property does not contain any oil and
gas. As such, any funds spent on exploration will probably be lost
which will have a negative effect on our operations and a loss of your
investment.
We
require a significant amount of capital for our operations and failure to raise
sufficient funds will cause our operations to cease and your investment will be
lost.
Oil and
gas exploration requires significant outlays of capital and in many situations
offers limited probability of success. We need to raise a significant
amount of capital to pay for our planned exploration and development
activities. If we cannot raise the capital we require or find
partners that can fund our required expenditures, we will not be able to drill
as necessary and our business will likely fail. Even assuming that we
obtain the financing we require, if we do not discover and produce commercial
quantities of oil and natural gas, we will not have any products or services to
offer and our business could fail.
Our
operations are subject to various laws and governmental regulations that could
restrict our future operations and increase our operating costs.
Many
aspects of our operations are subject to various federal, state and local laws
and governmental regulations, including laws and regulations governing the
protection of the environment and human health and
safety. Environmental laws and regulations are complex and subject to
frequent changes. Failure to comply with governmental requirements or inadequate
cooperation with governmental authorities could subject a responsible party to
administrative, civil or criminal action. In addition, our business
depends on the demand for land drilling services from the oil and natural gas
industry and, therefore, is affected by tax, environmental and other laws
relating to the oil and natural gas industry generally, by changes in those laws
and by changes in related administrative regulations. It is possible that these
laws and regulations may in the future add significantly to our operating costs
or those of our customers or otherwise directly or indirectly affect our
operations.
We depend upon
our executive officers and key personnel .
Our
performance depends substantially on the performance of our executive officer,
namely our Chief Executive Officer and Chief Financial Officer, Massimiliano
Pozzoni. Management's decisions and choices may not take into account
standard engineering or managerial approaches to oil and gas exploration which
may negatively affect our financial results. In addition, the loss of
Mr. Pozzoni’s services could cause irreparable harm that would result in the
complete loss of your investment.
3
Our
future success will also depend to a large extent our ability to attract, train,
retain and motivate qualified employees for expansion of
operations. Competition for talented personnel is intense, and we may
not be able to attract highly qualified technical or managerial
personnel. In addition, market conditions may require us to pay
higher compensation to qualified management and technical personnel than we
currently anticipate. Any inability to attract and retain qualified
personnel in the future could have a material adverse affect on our business,
prospects, financial condition and results of operation.
Risks
Related to This Offering
We
are registering the resale of 14,705,000 shares of common stock which may be
issued to Dutchess under the Equity Line. The resale of such shares
by Dutchess could depress the market price of our common stock and you may not
be able to sell your investment for what you paid for it.
We are
registering the resale of 14,705,000 shares of common stock under the
registration statement of which this prospectus forms a part. We may
issue up to that number of shares to Dutchess pursuant to the Equity
Line. The sale of these shares into the public market by Dutchess
could depress the market price of our common stock and you may not be able to
sell your investment for what you paid for it.
Existing
stockholders could experience substantial dilution upon the issuance of common
stock pursuant to the Equity Line.
Our
Equity Line with Dutchess contemplates our issuance of up to 14,705,000 shares
of our common stock to Dutchess, subject to certain restrictions and
obligations. If the terms and conditions of the Equity Line are
satisfied, and we choose to exercise our Put rights to the fullest extent
permitted and sell 25,000,000 shares of our common stock to Dutchess, our
existing stockholders’ ownership will be diluted by such
sales. Consequently, the value of your investment may
decrease.
Dutchess
will pay less than the then-prevailing market price for our common stock under
the Equity Line.
The
common stock to be issued to Dutchess pursuant to the Investment Agreement will
be purchased at a 6% discount to the highest closing bid price of our common
stock during the five consecutive trading day period beginning on the trading
day immediately following the date of delivery of a put notice by us to
Dutchess, subject to certain exceptions. Dutchess has a financial
incentive to sell our common stock upon receiving the shares to realize the
profit equal to the difference between the discounted price and the market
price. If Dutchess sells the shares, the price of our common stock could
decrease.
We
may not be able to access sufficient funds under the Equity Line when
needed.
Our
ability to put shares to Dutchess and obtain funds under the Equity Line is
limited by the terms and conditions in the Investment Agreement, including
restrictions on when we may exercise our put rights, restrictions on the amount
we may put to Dutchess at any one time, which is determined in part by the
trading volume of our common stock, and a limitation on Dutchess’s obligation to
purchase if such purchase would result in Dutchess beneficially owning more than
4.99% of our common stock. Accordingly, the Equity Line may not be available to
satisfy all of our funding needs.
Risks
Related to Our Common Stock
Investors
who purchase shares of our common stock should be aware of the possibility of a
total loss of their investment.
An
investment in our common stock involves a substantial degree of risk.
Before making an investment decision, you should give careful
consideration to the risk factors described in this section in addition to the
other information contained in this annual report. The risk factors
described herein, however, may not reflect all of the risks associated with our
business or an investment in our common stock. You should invest in our
Company only if you can afford to lose your entire investment.
Our
current management holds significant control over our common stock and they may
be able to control our Company indefinitely.
Our
management has significant control over our voting stock which may make it
difficult to complete some corporate transactions without their support and may
prevent a change in control. As of May 7, 2010, our President, Chief
Executive Officer and Chief Financial Officer, Massimiliano Pozzoni,
owns 35,000,000 shares, or 44.24%, of our outstanding common
stock. As a result of this substantial ownership in our common
stock, Mr. Pozzoni may have considerable influence over the outcome of all
matters submitted to our stockholders for approval, including the election of
directors. In addition, this ownership could discourage the acquisition of our
common stock by potential investors and could have an anti-takeover effect,
possibly depressing the trading price of our common stock.
“Penny
stock” rules may make buying or selling our securities difficult, which may
make our stock less liquid and make it harder for investors to buy and sell our
securities.
Our
common stock currently trades on the Over-the-Counter Bulletin
Board. If the market price per share of our common stock is less than
$5.00, the shares may be “penny stocks” as defined in the Securities Exchange
Act of 1934, as amended, referred to as the Exchange Act. As a
result, an investor may find it more difficult to dispose of or obtain accurate
quotations as to the price of these securities. In addition, “penny
stock” rules adopted by the SEC under the Exchange Act subject the sale of these
securities to regulations which impose sales practice requirements on
broker-dealers. For example, broker-dealers selling penny stocks
must, prior to effecting the transaction, provide their customers with a
document that discloses the risks of investing in penny stocks.
4
Furthermore,
if the person purchasing the securities is someone other than an accredited
investor or an established customer of the broker-dealer, the broker-dealer must
also approve the potential customer’s account by obtaining information
concerning the customer’s financial situation, investment experience and
investment objectives. The broker-dealer must also make a
determination whether the customer has sufficient knowledge and experience in
financial matters to be reasonably expected to be capable of evaluating the risk
of transactions in penny stocks. Accordingly, the SEC’s rules may limit the
number of potential purchasers of shares of our common
stock. Moreover, various state securities laws impose restrictions on
transferring “penny stocks,” and, as a result, investors in our securities may
have their ability to sell their securities impaired.
If
an active, liquid trading market for our common stock does not develop, you may
not be able to sell your shares quickly or at or above the price you paid for
it.
Although
our common stock currently trades on the Over-the-Counter Bulletin Board, an
active and liquid trading market for our common stock has not yet and may not
ever develop or be sustained. You may not be able to sell your shares
quickly or at or above the price you paid for our stock if trading in our stock
is not active.
We
do not expect to pay dividends in the foreseeable future.
We do not
anticipate paying cash dividends on our common stock in the foreseeable future.
Any payment of cash dividends will depend on our financial condition, results of
operations, capital requirements and other factors and will be at the discretion
of our board of directors.
USE
OF PROCEEDS
We will
not receive any proceeds from the resale of our common stock offered by
Dutchess. We will, however, receive proceeds from the sale of our
common stock to Dutchess pursuant to the Investment Agreement. The
proceeds from our exercise of the put option pursuant to the Investment
Agreement will be used for working capital and general corporate
purposes.
SELLING
STOCKHOLDER
The
information provided in the table and discussions below has been obtained from
Dutchess, the selling stockholder. The selling stockholder may have
sold, transferred or otherwise disposed of, or may sell, transfer or otherwise
dispose of, at any time or from time to time since the date on which it provided
the information regarding the shares, all or a portion of the shares of common
stock beneficially owned in transactions exempt from the registration
requirements of the Securities Act. As used in this prospectus,
“selling stockholder” includes the person or persons listed in the table below,
and the donees, pledgees, transferees or other successors-in-interest selling
shares received from the named selling stockholder as a gift, pledge,
distribution or other transfer.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the
Commission under the Securities Exchange Act of 1934. Unless otherwise noted,
each person or group identified possesses sole voting and investment power with
respect to the shares, subject to community property laws where
applicable.
Name of Selling
Security Holder
|
Ownership
Before
Offering
|
Percentage
Before
Offering
|
Number of
Shares
to be Sold
under this
Prospectus
|
Number of
Shares
Owned After
Offering(1)
|
Percentage
Owned
After
Offering(1)
|
|||||||||||||||
Dutchess
Opportunity Fund, II, LP (2)
|
0 | 0 | 14,705,000 | (3) | 0 | 0 |
(1)
|
These numbers assume the selling
stockholder sells all of its shares being offered pursuant to this
prospectus.
|
(2)
|
Dutchess is a Delaware limited
partnership controlled by Dutchess Capital Management, II,
LLC. Michael Novielli and Douglas H. Leighton are directors of
Dutchess Capital Management, II, LLC with voting and investment power over
the shares.
|
(3)
|
Represents the maximum number of
shares issuable by us and purchasable by Dutchess under the Investment
Agreement, all of which are being offered by the selling stockholder under
this prospectus.
|
5
The
purpose of this prospectus is to permit the selling stockholder to offer and
resell up to an aggregate of 14,705,000 shares of our common stock at such times
and at such places as they choose. In this section of the prospectus,
the term “selling stockholder” includes the partners, pledgees, donees,
transferees or other successors-in-interest of the selling stockholder, which
may sell shares received after the date of this prospectus from the selling
stockholder as a pledge, gift, partnership or similar distribution or other
non-sale related transfer. To the extent required, we may amend and supplement
this prospectus from time to time to describe a specific plan of distribution.
The decision to sell any shares offered pursuant to this prospectus is within
the sole discretion of the selling stockholder.
The
distribution of the common stock by the selling stockholder may be effected from
time to time in one or more transactions. Any of the common stock may
be offered for sale, from time to time, by the selling stockholder at prices and
on terms then obtainable, at fixed prices, at prices then prevailing at the time
of sale, at prices related to such prevailing prices, or in negotiated
transactions at negotiated prices or otherwise. The common stock may be sold by
one or more of the following methods:
|
·
|
on the OTC Bulletin Board or any
other national common stock exchange or automated quotation system on
which our common stock is traded, which may involve transactions solely
between a broker-dealer and its customers which are not traded across an
open market and block
trades;
|
|
·
|
through one or more dealers or
agents (which may include one or more underwriters), including, but not
limited to:
|
|
o
|
block trades in which the broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this prospectus;
|
|
o
|
purchases by a broker or dealer
as principal and resale by such broker or dealer for its account pursuant
to this prospectus;
|
|
o
|
ordinary brokerage
transactions;
|
|
o
|
transactions in which the broker
solicits purchasers;
|
|
·
|
directly to one or more
purchasers;
|
|
·
|
combination of these
methods.
|
Dutchess
and any broker-dealers who act in connection with the sale of its shares are
“underwriters” within the meaning of the Securities Act, and any discounts,
concessions or commissions received by them and profit on any resale of the
shares as principal may be deemed to be underwriting discounts, concessions and
commissions under the Securities Act. Because the selling stockholder is an
“underwriter” within the meaning of the Securities Act, it will be subject to
the prospectus delivery requirements of the Securities Act, including Rule 172
thereunder.
The
selling stockholder or its underwriters, dealers or agents may sell the common
stock to or through underwriters, dealers or agents, and such underwriters,
dealers or agents may receive compensation in the form of discounts or
concessions allowed or reallowed. Underwriters, dealers, brokers or
other agents engaged by the selling stockholder may arrange for other such
persons to participate. Any fixed public offering price and any
discounts and concessions may be changed from time to
time. Underwriters, dealers and agents who participate in the
distribution of the common stock may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts or commissions received by them
or any profit on the resale of shares by them may be deemed to be underwriting
discounts and commissions thereunder. The proposed amounts of the
common stock, if any, to be purchased by underwriters and the compensation, if
any, of underwriters, dealers or agents will be set forth in a prospectus
supplement.
Unless
granted an exemption by the SEC from Regulation M under the Exchange Act, or
unless otherwise permitted under Regulation M, the selling stockholder will not
engage in any stabilization activity in connection with our common stock, will
furnish each broker or dealer engaged by the selling stockholder and each other
participating broker or dealer the number of copies of this prospectus required
by such broker or dealer, and will not bid for or purchase any common stock of
ours or attempt to induce any person to purchase any of the common stock other
than as permitted under the Exchange Act.
We will not receive any proceeds from
the sale of these shares of common stock offered by the selling stockholder. We
shall use our reasonable efforts to prepare and file with the SEC such
amendments and supplements to the registration statement and this prospectus as
may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of the
common stock covered by the registration statement for the period required to
effect the distribution of such common stock.
6
We are
paying certain expenses incidental to the offering and sale of the common stock
to the public, which are estimated to be approximately $40,000. If we
are required to update this prospectus during such period, we may incur
additional expenses in excess of the amount estimated above.
In order
to comply with certain state securities laws, if applicable, the common stock
will be sold in such jurisdictions only through registered or licensed brokers
or dealers. In certain states the shares of common stock may not be sold unless
they have been registered or qualify for sale in such state or an exemption from
registration or qualification is available and is complied with.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
The
following description of our capital stock and provisions of our Articles of
Incorporation, as amended, and Bylaws is only a summary. You should also refer
to our Articles of Incorporation, as amended, a copy of which is incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part, and our Bylaws, a copy of which is incorporated by reference as an
exhibit to the registration statement of which this prospectus is a
part.
Common
Stock
We are
authorized to issue up to a total of 300,000,000 shares of common stock,
$0.00001 par value per share. Each holder of common stock is entitled to one
vote for each share of common stock held on all matters submitted to a vote of
stockholders. We have not provided for cumulative voting for the
election of directors in our Articles of Incorporation, as amended. This means
that the holders of a majority of the shares voted can elect all of the
directors then standing for election. Subject to preferences that may apply to
shares of preferred stock outstanding at the time, the holders of outstanding
shares of our common stock are entitled to receive dividends out of assets
legally available at the times and in the amounts that our board of directors
may determine from time to time.
Holders
of common stock have no preemptive subscription, redemption or conversion rights
or other subscription rights. Upon our liquidation, dissolution or winding-up,
the holders of common stock are entitled to share in all assets remaining after
payment of all liabilities and the liquidation preferences of any outstanding
preferred stock. Each outstanding share of common stock is, and all shares of
common stock to be issued in this offering, when they are paid for will be,
fully paid and non-assessable.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed for such purpose on a contingency
basis, or had, or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in us or any of our parents or subsidiaries, nor
was any such person connected with us or any of our parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee.
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Some of
the statements contained or incorporated by reference in this prospectus are
“forward-looking statements” and we intend that such forward-looking statements
be subject to the safe harbors thereby. These statements are based on
the current expectations, forecasts, and assumptions of our management and are
subject to various risks and uncertainties that could cause our actual results
to differ materially from those expressed or implied by the forward-looking
statements. Forward-looking statements are sometimes identified by
language such as “believe,” “may,” “could,” “estimate,” “continue,”
“anticipate,” “intend,” “should,” “plan,” “expect,” “appear,” “future,”
“likely,” “probably,” “suggest,” “goal,” “potential” and similar expressions and
may also include references to plans, strategies, objectives, and anticipated
future performance as well as other statements that are not strictly historical
in nature. The risks, uncertainties, and other factors that could cause our
actual results to differ materially from those expressed or implied in this
prospectus include, but are not limited to, those noted under the caption “Risk
Factors” beginning on page 5 of this prospectus. Readers should carefully
review this information as well as the risks and other uncertainties described
in other filings we may make after the date of this prospectus with the
Securities and Exchange Commission.
Readers
are cautioned not to place undue reliance on forward-looking
statements. They reflect opinions, assumptions, and estimates only as
of the date they were made, and we undertake no obligation to publicly update or
revise any forward-looking statements in this prospectus, whether as a result of
new information, future events or circumstances, or otherwise.
7
DESCRIPTION
OF BUSINESS
Business
Development
We were
incorporated in the State of Nevada on November 18, 2005 under the
name Cobra Oil and Gas Company. Effective
September 8, 2009, we changed our name to Viper Resources, Inc., and ceased the
use of Cobra Oil and Gas Company and certain derivations thereof. We were
formed to purchase, operate and develop oil and gas properties. We are in the
exploration stage, have no developed reserves or production, and have not
realized any revenues from our operations.
On May
22, 2008 we entered into a Memorandum of Intent with Coastal Petroleum Company
which outlined the terms and conditions under which Coastal was willing to enter
into a formal agreement with us on certain oil and gas leases owned by Coastal
in Valley Creek, Montana. The leases involve approximately 82,800 net acres.
Under the leases, Coastal has a 100% working interest with between 75.5% to
80.5% net revenue interests. Pursuant to the Memorandum of Intent, on May 23,
2008 we paid Coastal $180,000 in exchange for a two year option to purchase a
50% interest in the leases for $1,000,000. Prior to exercising the purchase
option, we have the right to drill a well at our expense on the leases and earn
a 50% working interest in the spacing unit if the well is a producer and we make
full payment for the 50% working interest. We have no obligation, however, to
drill any well on the leases before we exercise our right to purchase the 50%
interest in the leases from Coastal. On June 10, 2008 we entered into a formal
agreement with Coastal with respect to the foregoing.
On June
16, 2008 we entered into an Assignment of Farmout Agreement with West Canyon
Energy Corp., also known as PetroSouth Energy Corp. Under this assignment, we
were assignee of a 25% interest in and to a Farmout Agreement dated February 1,
2008 by and between Transco Oil & Gas, Inc., known as Farmor and West Canyon
Energy Corp., with respect to the North Semitropic Prospect in Kern County,
California. We paid $34,000 for the assignment and were responsible for the
payment of our proportionate share of drilling and testing costs on the North
Semitropic Prospect. On or about June 12, 2008 we paid Transco Oil & Gas,
Inc. $100,347.50, which represented the balance due by us on our share of the
North Semitropic Prospect acquisition. We subsequently determined not to pursue
our interest in the North Semitropic Prospect and effectively unwound the
transaction. Accordingly, on November 28, 2008, we entered into an
Assignment of Farmout Interest with West Canyon Energy Corp. pursuant to which
we assigned back to West Canyon Energy Corp. the 25% interest in and to a
Farmout Agreement. We received $134,438 for the assignment which
approximated our cost.
On July
25, 2009 we entered into a Purchase Agreement with Enercor, Inc., a Nevada
corporation, in which we acquired a 35% – 40% interest in certain contract
rights acquired by Enercor as the successor to an agreement granting rights to
extract tar sand deposits pursuant to Combined Hydrocarbon Leases, or CHLs, to
be issued by the Bureau of Land Management, or BLM, covering approximately
33,632 acres of land in Southern Uintah County, Utah. The issuance of
the CHLs is subject to regulatory requirements including, but not limited to,
approvals of operating plans and environmental impact studies. If the
CHLs are issued, the right to develop the tar sand deposits covered by the CHLs
will be assigned to Enercor, subject to a reserved overriding royalty and
subject to certain third-party consent rights discussed below, and Enercor will,
in turn, assign a 35% – 40% working interest in the tar sand deposit development
rights granted by the CHLs to us. The agreement requires the approval
of the other contracting party to the assignment to and by Enercor of the tar
sand deposit rights. We continue to work with Enercor toward getting
the leases approved by the BLM, however, as of June 1, 2010, we have not
received such approvals. We expect the BLM to issue the CHLs upon the
satisfactory completion of all regulatory requirements, and we expect the
contract approval to be granted. No assurance can be given, however,
as to when and if the contract approval and CHLs will be granted and if granted,
when we would be able to commence tar sands extraction activities.
We were
required to pay Enercor an aggregate of up to $5,000,000 for the contract
interest in a combination of $500,000 to $1,000,000 of cash, and shares of our
restricted common stock in the amount of $4,000,000. The stock
payment was made effective July 31, 2009, which was the initial closing date, by
the issuance of 4,147,237 shares to Enercor. The number of shares of
our common stock constituting the stock payment was determined by dividing
$4,000,000 by the average closing price for our common stock during the five
trading days immediately preceding the initial closing date multiplied by
75%. The cash payments, each in the amount of $100,000, were made at
30 day intervals following the initial closing date. We have taken
the option to limit our aggregate cash payments to $500,000. We owe
no future cash payments to Enercor. Additionally, we did not pay any interest to
Enercor and we have not accrued any interest pursuant to this agreement. As a
result, we have acquired a 35% interest in the contract rights and will receive
an assignment, if applicable, of a 35% working interest.
On August
5, 2009 we entered into a purchase agreement with Enercor in which we acquired a
37.5% working interest in a lease covering 640 acres in Uintah County, Utah,
which is known as Lease UTU – 38076. The lease is subject to
aggregate royalties of 18.25%. The lease provides for conventional
oil and gas drilling. We intend to apply to the BLM for the issuance
of a CHL on the property which will allow us to also engage in tar sands
extraction activity. The balance of the lease rights are owned by
Pioneer Natural Resources. The lease is adjacent to the leases which
are the subject of our July 25, 2009 purchase agreement with
Enercor. We are required to pay Enercor 300,000 shares of our common
stock for the working interest.
On August
12, 2009 we entered into a purchase agreement with Enercor in which we acquired
a 62.5% working interest in a lease covering 640 acres in Uintah County, Utah,
which is known as Lease UTU – 27413. The lease is subject to
aggregate royalties of 18.25%. The lease provides for conventional
oil and gas drilling. We intend to apply to the BLM for the issuance
of a CHL on the property which will allow us to also engage in tar sands
extraction activity. The balance of the lease rights are owned by
Questar Corporation. The lease is adjacent to the leases which are
the subject of our July 25, 2009 and August 5, 2009 purchase agreements with
Enercor. We are required to pay Enercor 300,000 shares of our common
stock for the working interest.
On July
6, 2009 we entered into a share issuance agreement with Baden Energy Group Ltd.,
or Baden, pursuant to which Baden may, at our request, purchase units of our
securities at a price equal to 80% of the volume weighted average of the closing
price for our common stock for the ten business days immediately preceding the
date we supply Baden with written notice of our request that they purchase
units, or the unit price. Each unit will consist of one share of our
restricted common stock and one common stock purchase warrant to purchase one
share of our common stock for a period of three years from issuance at an
exercise price equal to 125% of the unit price. Each such request by
us must be in the amount of not less than $100,000 of units and must be in
multiples of $100,000. We must use the proceeds from all unit sales
for exploration activities, working capital and general corporate
activities. Baden may, in its sole discretion, refuse to act on any
request by us due to its determination that market conditions are
unfavorable.
8
The share
issuance agreement with Baden is in effect until July 6, 2010 and is subject to
extension for an additional six month term at the option of either party by
providing the other party with written notice thereof prior to July 6,
2010. During the term of the share issuance agreement, as such may be
extended, we may sell up to $6,000,000 of units to Baden, which amount may be
increased by Baden, in its discretion, to $10,000,000. On January 28,
2010, Baden gave us written consent to enter into this equity financing
arrangement with Dutchess.
During
the period ending July 5, 2010, we may not discuss, solicit, negotiate or engage
in any investment or corporate financing agreements without the prior written
consent of Baden, which consent will not be arbitrarily withheld. Further,
Baden has a right of first refusal during such period on all of our proposed
financings with third parties. The foregoing right of Baden to
prohibit our discussion, solicitation, negotiation or engagement in investment
or corporate financing agreements or to maintain a right of first refusal will
be of no further force or effect, however, should Baden refuse a unit purchase
request from us by reason of unfavorable market conditions.
The share
issuance agreement further provides that until July 6, 2010 we may only engage
in equity financings and may not engage in debt financings. The share
issuance agreement is not assignable or transferrable by Baden without our prior
written consent, which consent may not be arbitrarily withheld.
Effective
August 12, 2009 Baden purchased 319,419 units, at our request, pursuant to our
share issuance agreement with Baden at a price of $0.94 per unit or an aggregate
of $300,000. Each unit consists of one share of our common stock and
one common stock purchase warrant to purchase one additional share of our common
stock at a price of $1.18 per share for a period of three years from
issuance.
Principal
Products and Services
We are in
the exploration stage and do not currently offer any products or services for
sale. If, after exploration and drilling, we determine that there are commercial
quantities of oil and natural gas on our properties, we plan to produce the oil
and natural gas and sell it at the wellhead.
Production
We do not
have production data from our oil and gas operations for the last three fiscal
years.
Acreage
On May
22, 2008 we entered into a Memorandum of Intent with Coastal Petroleum Company
which outlined the terms and conditions under which Coastal was willing to enter
into a formal agreement with us on certain oil and gas leases owned by Coastal
in Valley Creek, Montana. The leases involve approximately 82,800 net acres.
Under the leases, Coastal has a 100% working interest with between 75.5% to
80.5% net revenue interests. Pursuant to the Memorandum of Intent, on May 23,
2008 we paid Coastal $180,000 in exchange for a two year option to purchase a
50% interest in the leases for $1,000,000. Prior to exercising the purchase
option, we have the right to drill a well at our expense on the leases and earn
a 50% working interest in the spacing unit if the well is a producer and we make
full payment for the 50% working interest. We have no obligation, however, to
drill any well on the leases before we exercise our right to purchase the 50%
interest in the leases from Coastal. On June 10, 2008 we entered into
a formal agreement with Coastal with respect to the foregoing.
Drilling
Activity
In
January 2008, we participated in the drilling of the Mike Prospect located in
North Central Adams County, Colorado. Following drilling, it was
determined that the well could not produce in commercially viable quantities. We
owned a 50% working interest in the Mike Prospect.
Present
Activities
As of May
31, 2010, we are not drilling any wells.
Competitive
Business Conditions
The oil
and natural gas industry is highly competitive. We compete with private and
public companies in all facets of the oil and natural gas business. Numerous
independent oil and gas companies, oil and gas syndicators, and major oil and
gas companies actively seek out and bid for oil and gas prospects and properties
as well as for the services of third-party providers, such as drilling
companies, upon which we rely. Many of these companies not only explore for,
produce and market oil and natural gas, but also carry out refining operations
and market the resultant products worldwide. Most of our competitors have longer
operating histories and substantially greater financial and other resources than
we do.
9
Competitive
conditions may be affected by various forms of energy legislation and/or
regulation considered from time to time by the government of the United States
and other countries, as well as factors that we cannot control, including
international political conditions, overall levels of supply and demand for oil
and gas, and the markets for synthetic fuels and alternative energy
sources.
Advisory
Board
Effective
July 6, 2009, we formed an advisory board and appointed Warren Dillard as the
initial member thereof. Mr. Dillard has over 40 years of business
experience in a vast array of activities in investment management, corporate
financial management and early-stage capital formation, for both public and
private investment funds and operating companies in a wide range of
businesses. He is presently serving as the Chief Executive Officer of
Enertech Energy, Inc., which is a Los Angeles based energy company and is
the Chief Financial Officer of Enercor, Inc., a subsidiary of
Enertech. He received his BBA in Accounting from Texas A&M
University and his MBA in Finance with Honors from the Harvard Business
School. We agreed to pay Mr. Dillard an aggregate of 50,000 shares of
our common stock for each year of services on the advisory board, the first
25,000 of which were issued in connection with the appointment. The
second 25,000 shares were issued on January 6, 2010.
Patents,
Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts
We
presently utilize no patents, licenses, franchises, concessions, royalty
agreements or labor contracts in connection with our business.
Research
and Development
During
the fiscal years ended May 31, 2009 and May 31, 2008 we made no expenditures on
research and development.
Employees
Massimiliano
Pozzoni is our only employee and serves as our sole executive
officer.
DESCRIPTION
OF PROPERTY
Our
executive offices are located at 2100 West Look South, Suite 900, Houston, TX
77027 and cover an area of approximately 350 square feet. We utilize these
offices pursuant to a lease that commenced on May 13, 2008 and continues through
May 21, 2010 unless extended by mutual agreement between the landlord and
us. We paid base rent of $2,000 per month. On May 21, 2010, we
renewed the lease for six months at a monthly rate of $1,380.
LEGAL
PROCEEDINGS
Cobra Oil
& Gas Corporation, a Texas corporation, is the Plaintiff in a complaint
filed against us on August 14, 2009 in the United States District Court for the
Southern District of Texas, Houston Division (Case No. 4:09-cv-02601) seeking a
preliminary injunction against us on the basis of alleged trademark infringement
and unfair competition arising from our use of the name Cobra Oil & Gas in
Texas. Effective September 8, 2009, we entered into a Settlement
Agreement with Plaintiff, pursuant to which we changed our name to Viper
Resources, Inc. and ceased use of the name Cobra Oil & Gas Company and
certain derivations thereof. As a result of the Settlement Agreement,
on October 8, 2009, the District Court dismissed Plaintiff’s action with
prejudice, retaining jurisdiction to enforce the Settlement Agreement, if
necessary.
From time
to time, we may be a defendant and plaintiff in various legal proceedings
arising in the normal course of business. Except as disclosed above,
we are not a party to any material legal proceedings or government actions,
including bankruptcy, receivership, or similar proceedings. In
addition, we are not aware of any threatened litigation or action that could
affect our operations. Furthermore, as of the date of this filing,
our management is not aware of any proceedings to which any of our directors,
officers, or affiliates, or any associate of any such director, officer,
affiliate or security holder is a party adverse to our company or has a material
interest adverse to us.
MARKET
PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market
Information
Our
common stock is quoted on the OTCBB under the symbol “VPRS.OB.” The following
table sets forth the high and low closing prices for our common stock for each
quarter during the last two fiscal years. The prices reported below
reflect inter-dealer prices and are without adjustments for retail markups,
markdowns or commissions, and may not necessarily represent actual
transactions. All prices have been adjusted to reflect a 1 for 35
reverse split effective May 8, 2008. We have not included any quote
information for our fiscal year ended May 31, 2009. We believe very few trades
were executed during that fiscal year and we could not find quote information
for that time period.
10
High
|
Low
|
|||||||
For
the Fiscal Year Ending May 31, 2010
|
||||||||
Fourth
Quarter Ended May 31, 2010
|
$ | 0.15 | $ | 0.04 | ||||
Third
Quarter Ended February 28, 2010
|
$ | 0.28 | $ | 0.11 | ||||
Second
Quarter Ended November 30, 2009
|
$ | 1.22 | $ | 0.25 | ||||
First
Quarter Ended August 31, 2009
|
$ | 1.94 | $ | 0.39 |
Holders
As
of May 31, 2010 we had approximately 50 holders of record of our
common stock.
Dividends
We have
never declared any cash dividends with respect to our common
stock. Future payment of dividends is within the discretion of our
Board of Directors and will depend on our earnings, capital requirements,
financial condition and other relevant factors. Although there are no
material restrictions limiting, or that are likely to limit, our ability to pay
dividends on our common stock, we presently intend to retain future earnings, if
any, for use in our business and have no present intention to pay cash dividends
on our common stock.
MANAGEMENT’S
DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with our audited consolidated financial statements and
the accompanying notes thereto, and the other financial information included
elsewhere in this prospectus. This Management’s Discussion and
Analysis contains descriptions of our expectations regarding future trends
affecting our business. The following discussion sets forth certain factors we
believe could cause actual results to differ materially from those contemplated
by the forward-looking statements.
Overview
We are in
the exploration stage as an oil and gas exploration company and are presently
engaged in limited oil and gas activities in Utah and Montana. We had minimal
operations and generated no revenues during the quarter ended November 30, 2009
or the fiscal year ended May 31, 2009. Our ability to develop and maintain a
meaningful level of revenues from operations is dependent on our ability to
successfully acquire and drill exploration and development wells and complete
producing property acquisition.
At the
present time, we have no developed properties and no production.
In its
report dated July 24, 2009, our auditors, Ronald R. Chadwick, PC expressed an
opinion that there is substantial doubt about our ability to continue as a going
concern. Our financial statements do not include any adjustments that may result
from the outcome of this uncertainty. We have generated no operating revenues
since our inception. We had an accumulated deficit of $875,891 and $530,041 as
of November 30, 2009 and May 31, 2009, respectively. Our continuation as a going
concern is dependent upon future events, including our ability to raise
additional capital and to generate positive cash flows.
In May
2008, we acquired a two year option to purchase a 50% interest in certain oil
and gas leases in Valley Creek, Montana. We have the right but not the
obligation to drill a well on the lands covered by these leases prior to
exercising the purchase option and earn a 50% working interest
therein.
On each
of July 25, 2009, August 5, 2009 and August 12, 2009 we entered into Purchase
Agreements with Enercor Inc. pursuant to which we have acquired contract rights
and working interests in leases located in Uintah County,
Utah.
Our
current business plan strategy is to develop our properties and any other
prospects that we may acquire interests in. We intend to fund any additional
lease acquisitions and any seismic costs needed to further define the prospects
from additional financing. No assurance can be given that such additional
financing will be available to us as and when needed or, if available, the terms
on which it will be available.
Subject
to receipt of necessary financing, we plan to spend approximately $1,200,000 in
the next 12 months on exploration and development activities such as seismic
data acquisition, additional lease acquisition, technical studies and
participating in joint venture development and exploration
drilling.
11
We will
require financing to meet working capital costs, including the cost of reviewing
and negotiating transactions and other ordinary general and administrative costs
such as regulatory compliance, investor relations, advisory services, officer’s
salaries, office and general expenses, professional fees, travel and
entertainment and rent and related expenses. We estimate that the level of
working capital needed for these general and administrative costs for the next
twelve months will be approximately $200,000. However, this estimate is subject
to change, depending on the number of transactions in which we ultimately become
involved. In addition, funding will be required for follow-on development of
working interest obligations of any successful exploration
prospects.
Oil and
gas exploration requires significant outlays of capital and in many situations
may offer a limited probability of success. We hope to enhance our chances for
success by effectively using available technology, rigorously evaluating
sub-surface data, and, to the extent possible, managing dry-hole and financial
risks.
We intend
to rely on synergistic partnering with sophisticated industry partners. The
ideal partner would tend to be a regionally focused independent which has a
large seismic database, a solid grasp on the play’s history, and a lead in
understanding technology to exploit the play. However, there is no assurance
that we will be able to successfully negotiate any such partnering agreement or
raise the necessary financing to invest in such a venture, or that any such
venture will yield us any revenues or profits.
We will
face competition from firms that are well-established, successful, better
capitalized and, in many instances, willing to pay more for properties than what
we might consider prudent. Thus, our success will depend on the execution of our
business model to:
|
·
|
identify available
transactions;
|
|
·
|
quickly evaluate which
transactions are most promising;
and
|
|
·
|
negotiate a creative transaction
structure.
|
Presently,
we have one full-time employee consisting of Massimiliano Pozzoni, our
President, Chief Executive Officer and Chief Financial Officer. We do not expect
significant changes in the number of employees during the next twelve
months.
We intend
to contract out certain technical and administrative functions on an as-needed
basis in order to conduct our operating activities. Our management team will
select and hire these contractors and manage and evaluate their work
performance.
Results
of Operations
Revenues
We have
had no revenues since our inception.
Expenses
Operating
expense for the three month period ended February 28, 2010 increased to $119,684
compared to $76,880 in the three month period ended February 28,
2009. The increase in the three month period is largely attributable
to increases in management services, financing fees, insurance and legal
expenses. Operating expense for the nine month period ended February
28, 2010 increased to $463,876 compared to $235,840 in the nine month period
ended February 28, 2009. The increase in the nine month period is
largely attributable to increases in management services, website and investor
communications, and legal expenses, offset by a decrease in exploration
costs.
Net Loss
Net loss
for the three month period ended February 28, 2010 increased to $119,684
compared to $78,339 in the three month period ended February 28,
2009. Net loss for the nine month period ended February 28, 2010
increased to $465,535 compared to $240,818 for the nine month period ended
February 28, 2009. The increase in net loss is directly attributable
to an increase in operating expense.
Liquidity
and Capital Resources
At
February 28, 2010, we had a working capital deficit of $231,469 compared to a
working capital deficit of $106,091 at May 31, 2009. Current
liabilities increased to $501,510 at February 28, 2010 from $127,163 at May 31,
2009. The increase in current liabilities at February 28, 2010
compared to May 31, 2009 was primarily due to amounts due on lease
contracts. Current assets increased to $270,041 at February 28, 2010
from $21,072 at May 31, 2009. The increase in current assets at February 28,
2010 compared to May 31, 2009 was due to an increase in cash.
In the
fiscal year ended May 31, 2009, we had a working capital deficit of $106,091
compared to a working capital deficit of $70,103 at May 31,
2008. Current liabilities increased to $127,163 at May 31, 2009 from
$119,747 at May 31, 2008. Current assets decreased to $21,072 at May
31, 2009 from $49,644 at May 31, 2008.
12
Critical
Accounting Policies and Estimates
Cash
and Cash Equivalents
We
consider all highly liquid investments with an original maturity of three months
or less as cash equivalents.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.
Income
Tax
We
account for income taxes under Statement of Financial Accounting Standards No.
109, or SFAS 109. Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
Net
Income (Loss) per share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants,
stock options, and common stock issuable upon the conversion of our preferred
stock (if any), are not included in the computation if the effect would be
anti-dilutive and would increase the earnings or decrease loss per
share.
Revenue
Recognition
Revenue
is recognized on an accrual basis as earned under contract terms. We
have had no revenue to date.
Oil
and Gas Interests
We follow
the full-cost method of accounting for oil and natural gas
properties. Under this method, all costs incurred in the exploration,
acquisition, and development, including unproductive wells, are capitalized in
separate cost centers for each country. Such capitalized costs
include contract and concessions acquisition, geological, geophysical, and other
exploration work, drilling, completing and equipping oil and gas wells,
constructing production facilities and pipelines, and other related
costs.
The
capitalized costs of oil and gas properties in each cost center are amortized on
a composite units of production method based on future gross revenues from
proved reserves. Sales or other dispositions of oil and gas
properties are normally accounted for as adjustments of capitalized
costs. Gain or loss is not recognized in income unless a significant
portion of a cost center’s reserves is involved. Capitalized costs
associated with acquisition and evaluation of unproved properties are excluded
from amortization until it is determined whether proved reserves can be assigned
to such properties or until the value of the properties is
impaired. If the net capitalized costs of oil and gas properties in a
cost center exceed an amount equal to the sum of the present value of estimated
future net revenues from proved oil and gas reserves in the cost center and the
lower of cost or fair value of properties not being amortized, both adjusted for
income tax effects, such excess is charged to expense.
Since we
have not produced any oil or gas, a provision for depletion has not been
made.
Financial
Instruments
The
carrying value of our financial instruments, including cash and cash
equivalents, as reported in our balance sheet, approximates fair
value.
Recent
Accounting Pronouncements
We have
adopted the provisions of SFAS No. 123(r) which are effective in general for
transactions entered into or modified after June 15, 2005. The
adoption did not have a material effect on our results of
operations.
In May,
2005, the Financial Accounting Standards Board, or FASB, issued SFAS No. 154,
“Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20
and SFAS No. 3.” SFAS 154 changes the requirements for the accounting
for and reporting of a change in accounting principle and applies to all
voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. SFAS
154 requires retrospective application to prior periods’ financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the
change. The provisions of SFAS No. 154 are effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005. The adoption of this standard is not expected to have a
material effect on our results of operations or financial
position.
13
Off-Balance Sheet
Arrangements
We have
never entered into any off-balance sheet financing arrangements and have not
formed any special purpose entities. We have not guaranteed any debt
or commitments of other entities or entered into any options on non-financial
assets.
Effect of Inflation and
Changes in Price
Our
future revenues, future rate of growth, results of operations, financial
condition and ability to borrow funds or obtain additional capital, as well as
the carrying value of our properties, are substantially dependent upon
prevailing prices of oil and natural gas. If the price of oil and
natural gas increases (decreases), there could be a corresponding increase
(decrease) in the operating cost that we are required to bear for operations, as
well as an increase (decrease) in revenues. Inflation has had a
minimal effect on our operating activities.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a
Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and
in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the information
requested by this Item.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
and Executive Officers
As
of May 31, 2010, the current director and executive officer of Viper
Resources who will serve until the next annual meeting of shareholders or until
his successors are elected or appointed and qualified, is set forth
below:
Name
|
Age
|
Position
|
||
Massimiliano
Pozzini
|
|
32
|
|
Chief
Executive Officer and President, Chief Financial Officer, Secretary,
Treasurer and Director
|
Background
information about Viper Resources’ officer and director is as
follows:
Massimiliano
Pozzini
Since
March 21, 2008, Mr. Pozzini has served as a Director and as our Chief Executive
Officer, President and Chief Financial Officer. Mr. Pozzini has
served as an executive officer and a Director of True North Energy Corp., a
publicly-held oil and gas company, since January 27, 2006. Mr.
Pozzini served as the sole executive officer of True North Energy from January
27, 2006 until June 1, 2006. From June 1, 2006 to the present, Mr.
Pozzini has served as Secretary, Treasurer, and Chief Financial and Accounting
Officer of True North Energy. From March 2004 until January 18, 2007,
Mr. Pozzini served as an executive officer and Director of Falcon Natural Gas
Corp., a publicly-held company engaged in oil and gas
operations. From November 2003 to June 1, 2005, Mr. Pozzini served as
the Chief Executive Officer and Director of Gulf Coast Oil & Gas Inc.,
formerly Otish Mountain Diamond Company, a public reporting
company. From September 2001 to July 2003, Mr. Pozzini attended
London Business School on a full-time basis. From June 1998 to June
2001, Mr. Pozzini worked as an engineer at Schlumberger Oilfield
Services. Mr. Pozzini received a Bachelor’s Degree in International
Business in 1998 from the University of Kansas and an M.B.A. degree from the
London Business School in 2003.
Director
Independence
We
utilize the NASDAQ independence rules for determining director
independence. Our sole director is not “independent” as that term is
defined by the NASDAQ, as our director also serves as our sole executive
officer.
14
We do not
currently have a compensation committee or a committee performing similar
functions. Massimiliano Pozzoni serves as our sole director.
EXECUTIVE
COMPENSATION
Summary
Compensation
The
following table sets forth information concerning annual and long-term
compensation provided to our Chief Executive Officer and Chief Financial Officer
serving as of the fiscal year ended May 31, 2009.
Summary
Compensation Table for the Fiscal Years Ended May 31, 2009 and May 31,
2008
Name and Principal Position
|
Year
|
Salary ($)
|
Option
Awards ($)
|
Bonus ($)
|
Total ($)
|
|||||||||||||
Massimiliano
Pozzini, Chief
|
2009
|
105,000 | 0 | 0 | 105,000 | |||||||||||||
Executive
Officer and Chief Financial Officer (1)
|
2008
|
0 | 0 | 0 | 0 |
(1)
|
Effective March 21, 2008,
Massimiliano Pozzini was appointed as our President, Treasurer, Secretary
and Principal Executive and Financial
Officer.
|
We have
not issued any stock options or maintained any stock option or other incentive
plans since our inception. We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans. Similarly, we have no contracts, agreements, plans or arrangements,
whether written or unwritten, that provide for payments to the named executive
officers or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officer’s responsibilities
following a change in control.
Employment
Agreements with Our Named Executive Officers
On June
5, 2008 we entered into an executive employment agreement with Massimiliano
Pozzoni to serve as our President. The agreement has a one year term and is
renewable by mutual written agreement. Mr. Pozzoni was
initially being paid an annual salary of $120,000 under the agreement, payable
in equal installments of $10,000 per month and is entitled to reimbursement of
business expenses. Effective January 1, 2009, Mr. Pozzoni
agreed to a temporary reduction in the monthly payment due to him under his
employment agreement from $10,000 to $7,000. The agreement provides
for termination by us due to the death or disability of Mr. Pozzoni and may also
be terminated by us with or without cause. Mr. Pozzoni may terminate
the agreement for good reason. In the event the agreement is
terminated by us without cause or by Mr. Pozzoni for good reason we are
obligated to pay Mr. Pozzoni the equivalent of three month’s salary. In the
event our stock trades at an average price of $2.00 or more per share during a
minimum period of 30 calendar days, Mr. Pozzoni is entitled to a review of his
employment agreement.
Outstanding
Equity Awards at Fiscal Year-End
We do not
presently maintain any equity compensation plans and have not maintained any
such plans since our inception.
Director
Compensation
None of
our directors receive any renumeration for acting as such. Directors
may, however, be reimbursed their expenses, if any, for attendance at meetings
of the Board of Directors.
15
Security
Ownership of Certain Beneficial Owners
The
following table sets forth information regarding shares of our common stock
beneficially owned as of May 31, 2010 by: (i) each of our officers and
directors; (ii) all officers and directors as a group; and (iii) each person
known by us to beneficially own five percent or more of the outstanding shares
of our common stock.
Amount and Nature
|
Percentage of
|
|||||||
Name of Beneficial Owner
|
Title of Class
|
Of Beneficial Ownership (1)
|
Class (2)
|
|||||
Massimiliano
Pozzini
|
Common
Stock
|
35,000,000
shares
|
44.23
|
%
|
||||
$0.00001
par value
|
owned
directly
|
|||||||
All
directors and Executive
|
Common
Stock
|
35,000,000
shares
|
44.23
|
%
|
||||
Officers
as a group (1 person)
|
$0.00001
par value
|
owned
directly
|
(1)
|
As used herein, the term
beneficial ownership with respect to a security is defined by rule 13d-3
under the Securities Exchange act of 1934 as consisting of sole or shared
voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition of) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise, including a right
to acquire such power(s) during the next 60 days. Unless
otherwise noted, beneficial ownership consists of sole ownership, voting
and investment rights.
|
(2)
|
There were 79,116,214 shares of
common stock issued and outstanding on May 31,
2010.
|
Outstanding
Options and Warrants
In each
of May and June of 2008, the Company sold 1,000,000 units to an investor for
cash at $0.25 per unit, or $500,000 total. Each unit consists of one
share of common stock, and one warrant to purchase one share of common stock at
an exercise price of $0.40, anytime through May 15, 2011. In fiscal
year 2010, we sold 2,419,149 units to investors for cash at $0.50 - $1.00 per
unit, or $1,150,000 total. Each unit consists of one share of common
stock, and one warrant to purchase one share of common stock at exercise prices
of $0.40 - $1.25, exercisable anytime through dates from June 2011 through
August 2012. No warrants were exercised through November 30, 2009, leaving a
balance of 3,419,149 warrants outstanding. As the warrants are
non-detachable, all proceeds from the unit sales have been allocated to common
stock.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
During
the year ended May 31, 2008, we recorded rent expense of $200 per month for the
use of office space donated to the Company by an officer. Total rent
expense under this arrangement was $1,800. We also recorded
compensation expense of $300 per month ($2,700) for administrative and
management services donated to us by an officer.
On
January 21, 2008, Douglas Berry advanced $75,000 to us as a loan payable, which
when combined with previous loans made to us by Mr. Berry, resulted in an
outstanding loan principal balance of $110,625. On August 31, 2009,
we entered into a Settlement Agreement with Douglas Berry, a former officer and
director, whereby we settled our outstanding debt to Mr. Berry in the amount of
$125,262, including accrued interest, through the issuance of 153,508 shares of
our restricted common stock. The debt was the result of loans made to
us by Mr. Berry in the aggregate amount of $110,625 and the resulting interest
of $14,637 due thereon. The shares were valued at $0.816 per share
which represented a 20% discount to the closing price of our common stock on the
date of the Settlement Agreement.
On
December 15, 2009, we entered into an addendum to a previous Advisory Agreement
with Warren Dillard whereby we agreed to issue 25,000 shares of common stock,
issuable on January 6, 2010, in consideration for his service on our Board of
Advisors. Under the terms of the Advisory Agreement, Mr. Dillard
shall continue to serve as a member of the Advisory Board until at least July 5,
2010.
LEGAL
MATTERS
Certain
legal matters in connection with the securities will be passed upon for us by
the law firm of Trombly Business Law, P.C., Newton,
Massachusetts. Ms. Trombly will not receive a direct or indirect
interest in the small business issuer and has never been a promoter,
underwriter, voting trustee, director, officer or employee of our
company. Nor does Ms. Trombly have any contingent based agreement
with us or any other interest in or connection to us.
16
EXPERTS
The May
31, 2008 and 2009 financial statements included in this prospectus have been
audited by Ronald R. Chadwick, P.C. and have been included in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing. Ronald R. Chadwick, P.C., has no direct or
indirect interest in us, nor
were they a promoter or underwriter.
17
FINANCIAL
STATEMENTS
Index
to Financial Statements
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2
|
||
Balance
Sheets at May 31, 2009 and 2008
|
F-3
|
||
Statements
of Operations for the years ended May 31, 2009 and 2008
|
F-4
|
||
Statements
of Stockholders’ Equity (Deficit) for the years ended May 31, 2009 and
2008
|
F-5
|
||
Statements
of Cash Flows for the years ended May 31, 2009 and 2008
|
F-6
|
||
Notes
to Financial Statements
|
F-7-F-9
|
||
Unaudited
Balance Sheet at February 28, 2010
|
F-10
|
||
Unaudited
Statements of Operations for the quarters and nine-month
periods ended February 28, 2010 and 2009
|
F-11
|
||
Unaudited
Statements of Cash Flows for the nine-month periods ended February
28, 2010 and 2009
|
F-12
|
||
Notes
to Interim Financial Statements
|
F-13-F-14
|
F-1
Certified
Public Accountant
2851
South Parker Road, Suite 720
Aurora,
Colorado 80014
Telephone
(303)306-1967
Fax
(303)306-1944
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Cobra Oil
and Gas Company
Aurora,
Colorado
I have
audited the accompanying balance sheets of Cobra Oil and Gas Company, an
exploration stage company, as of May 31, 2009 and 2008 and
the related statements of operations, stockholders' equity and cash flows for
the years then ended, and for the period from November 18, 2005 (inception)
through May 31, 2009 . These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cobra Oil and Gas Company as of May
31, 2009 and 2008 and the related statements of operations, stockholders' equity
and cash flows for the years then ended, and for the period from November 18,
2005 (inception) through May 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements the Company has suffered recurring losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Aurora,
Colorado
|
/s/
Ronald R. Chadwick, P.C.
|
July
24, 2009
|
RONALD
R. CHADWICK, P.C.
|
VIPER
RESOURCES, INC.
Balance
Sheets
May
31, 2009 and 2008
May
31,
|
||||||||
|
2009
|
2008
|
||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$
|
21,072
|
$
|
49,644
|
||||
Total
current assets
|
21,072
|
49,644
|
||||||
Property
and Equipment
|
||||||||
Oil
and gas properties, non producing, full cost method
|
$
|
180,000
|
$
|
180,000
|
||||
Total
Assets
|
$
|
201,072
|
$
|
229,644
|
||||
LIABILITIES
& STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable and accrued liabilities
|
$
|
3,560
|
$
|
2,781
|
||||
Due
to related party
|
123,603
|
116,966
|
||||||
Total
current liabilities
|
127,163
|
119,747
|
||||||
Stockholder’s
Equity
|
||||||||
Preferred
stock, $0.00001 par value; 100,000,000 shares authorized; none issued
and outstanding
|
||||||||
Common
stock, $0.00001 par value; 100,000,000 shares authorized, 72,140,000
and 71,140,000 issued and outstanding respectively
|
721
|
711
|
||||||
Additional
paid-in capital
|
603,229
|
353,239
|
||||||
Deficit
accumulated during the exploration stage
|
(530,041
|
)
|
(244,053
|
)
|
||||
Total
Stockholders’ Equity
|
73,909
|
109,897
|
||||||
Total
Liabilities and Stockholders’ Equity
|
$
|
201,072
|
$
|
229,644
|
The
accompanying notes are an integral part of these financial
statements.
F-3
VIPER
RESOURCES, INC.
Statements
of Operations
November 18,
2005
(Inception)
|
||||||||||||
Through
|
||||||||||||
Year Ended May 31,
|
May 31
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Expenses
|
||||||||||||
Advertising
|
$
|
-
|
$
|
1,495
|
$
|
1,495
|
||||||
Accounting
|
11,865
|
9,860
|
32,465
|
|||||||||
Bank
Charges
|
1,186
|
159
|
4,245
|
|||||||||
Delay
rentals
|
2,944
|
-
|
2,944
|
|||||||||
Exploration
costs
|
-
|
141,756
|
141,756
|
|||||||||
Legal
|
91,474
|
16,448
|
120,675
|
|||||||||
Office
expense
|
5,921
|
1,738
|
9,500
|
|||||||||
Rent
|
24,000
|
7,035
|
34,635
|
|||||||||
Telephone
|
5,862
|
-
|
5,862
|
|||||||||
Transfer
Agent
|
1,215
|
4,399
|
20,614
|
|||||||||
Travel
|
20,044
|
2,500
|
22,544
|
|||||||||
Management
services
|
105,000
|
2,700
|
113,100
|
|||||||||
Website
– investor communications
|
9,839
|
-
|
9,839
|
|||||||||
Total
expenses
|
279,350
|
188,090
|
519,674
|
|||||||||
Loss
from operations
|
(279,350
|
)
|
(188,090
|
)
|
(519,674
|
)
|
||||||
Other
income (expense)
|
||||||||||||
Interest
|
(6,638
|
)
|
(3,729
|
)
|
(10,367
|
)
|
||||||
Income
(loss) before provision for income taxes
|
(285,988
|
)
|
(191,819
|
)
|
(530,041
|
)
|
||||||
Provision
for income tax
|
-
|
-
|
-
|
|||||||||
Net
income (loss)
|
$
|
(285,988
|
)
|
$
|
(191,819
|
)
|
$
|
(530,041
|
)
|
|||
Net
income (loss) per share
|
||||||||||||
(Basic)
|
$
|
0.00
|
$
|
0.00
|
||||||||
(Fully
diluted)
|
$
|
0.00
|
$
|
0.00
|
||||||||
Weighted
average number of common shares outstanding
|
72,098,333
|
192,951,475
|
||||||||||
Fully
diluted weighted average number of common shares
outstanding
|
72,098,333
|
192,951,475
|
The
accompanying notes are an integral part of these financial
statements.
F-4
VIPER
RESOURCES, INC.
Statements
of Stockholders’ Equity (Deficit)
Accum.
|
||||||||||||||||||||||||
|
Additional
|
During the
|
Stock
|
|||||||||||||||||||||
|
Common Stock
|
Paid-in
|
Donated
|
Exploration
|
holders'
|
|||||||||||||||||||
|
Shares (1)
|
Amount
|
Capital
|
Capital
|
Stage
|
Equity
|
||||||||||||||||||
Balances
at November 18, 2005
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||
November
30, 2005. 175,000,000 shares of common stock issued for cash of $50 to a
founder, for $0.0000003 per share
|
175,000,000
|
1,750
|
(1,700
|
)
|
50
|
|||||||||||||||||||
Donated
services and rent
|
3,000
|
3,000
|
||||||||||||||||||||||
Gain
(loss) for the period from November 18, 2005 (Inception) through May 31,
2006
|
(4,874
|
)
|
(4,874
|
)
|
||||||||||||||||||||
Balances
at May 31, 2006
|
175,000,000
|
$
|
1,750
|
$
|
(1,700
|
)
|
$
|
3,000
|
$
|
(4,874
|
)
|
$
|
(1,824
|
)
|
||||||||||
April
12, 2007, 35,140,000 shares of common stock issued for cash at $0.0026 per
share
|
35,140,000
|
351
|
90,049
|
90,400
|
||||||||||||||||||||
Donated
services and rent
|
6,000
|
6,000
|
||||||||||||||||||||||
Gain
(loss) for the year
|
(47,360
|
)
|
(47,360
|
)
|
||||||||||||||||||||
Balances
at May 31, 2007
|
210,140,000
|
$
|
2,101
|
$
|
88,349
|
$
|
9,000
|
$
|
(52,234
|
)
|
$
|
47,216
|
||||||||||||
April
16, 2008, 140,000,000 shares were returned by M. Pozzoni for
cancellation
|
(140,000,000
|
)
|
(1,400
|
)
|
1,400
|
-
|
||||||||||||||||||
May
22, 2008, 1,000,000 units consisting of 1 share and 1 warrant exercisable
at $0.40 issued for cash at $0.25 per unit
|
1,000,000
|
10
|
249,990
|
250,000
|
||||||||||||||||||||
Donated
services and rent
|
4,500
|
4,500
|
||||||||||||||||||||||
Gain
(loss) for the year
|
(191,819
|
)
|
(191,819
|
)
|
||||||||||||||||||||
Balances
at May 31, 2008
|
71,140,000
|
$
|
711
|
$
|
339,739
|
$
|
13,500
|
$
|
(244,053
|
)
|
$
|
109,897
|
||||||||||||
June
11, 2008, 1,000,000 units consisting of 1 share and 1 warrant exercisable
at $0.40 issued for cash at $0.25 per unit
|
1,000,000
|
10
|
249,990
|
250,000
|
||||||||||||||||||||
Reclassify
donated capital
|
13,500
|
(13,500
|
)
|
-
|
||||||||||||||||||||
Gain
(loss) for the year
|
(285,988
|
)
|
(285,988
|
)
|
||||||||||||||||||||
Balances
at May 31, 2009
|
72,140,000
|
$
|
721
|
$
|
603,229
|
$
|
-
|
$
|
(530,041
|
)
|
$
|
73,909
|
(1) As
retroactively restated for a 35 for 1 forward stock split in April
2008.
See
accompanying notes to financial statements which are an integral part of the
financial statements.
F-5
VIPER
RESOURCES, INC.
Statement
of Cash Flows
|
November 18,
|
|||||||||||
|
2005 (Inception)
|
|||||||||||
|
Year Ended
|
Through
|
||||||||||
|
May 31,
|
May 31,
|
||||||||||
|
2009
|
2008
|
2009
|
|||||||||
Cash
Flows From Operating Activities
|
||||||||||||
Net
income (loss) during the exploration stage
|
$
|
(285,988
|
)
|
$
|
(191,819
|
)
|
$
|
(530,041
|
)
|
|||
Adjustments
to reconcile net loss to net cash provided by (used for) operating
activities:
|
||||||||||||
Donated
office space and services
|
-
|
4,500
|
13,500
|
|||||||||
Changes
in operating assets and liabilities
|
||||||||||||
Accounts
payable and accrued liabilities
|
7,416
|
(12,519
|
)
|
22,716
|
||||||||
Exploration
costs - lease write offs
|
-
|
11,871
|
(648
|
)
|
||||||||
Net
cash provided by (used for) operating activities
|
(278,572
|
)
|
(187,967
|
)
|
(494,473
|
)
|
||||||
Cash
Flows From Investing Activities:
|
||||||||||||
Oil
and gas properties
|
-
|
(180,000
|
)
|
(191,871
|
)
|
|||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Sale
of common stock
|
250,000
|
250,000
|
590,450
|
|||||||||
Deferred
offering costs
|
-
|
-
|
-
|
|||||||||
Increase
in due to related party
|
-
|
78,232
|
116,966
|
|||||||||
Net
cash provided by (used for) financing activities
|
250,000
|
328,232
|
707,416
|
|||||||||
Net
Increase (Decrease) in Cash
|
(28,572
|
)
|
(39,735
|
)
|
21,072
|
|||||||
Cash
at Beginning of Period
|
49,644
|
89,379
|
-
|
|||||||||
Cash
at End of Period
|
$
|
21,072
|
$
|
49,644
|
$
|
21,072
|
||||||
Schedule of Non-Cash Investing and Financing
Activities
|
||||||||||||
None
|
||||||||||||
Supplemental Disclosure
|
||||||||||||
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
See
accompanying notes to financial statements which are an integral part of the
financial statements.
F-6
Notes
to Financial Statements
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Cobra Oil
& Gas Company (the “Company”), was incorporated in the State of Nevada on
November 18, 2005. The Company was formed to engage in identifying,
investigating, exploring, and where determined advantageous, developing, mining,
refining, and marketing oil and gas. The Company may also engage in
any other business permitted by law, as designated by the Board of Directors of
the Company.
Exploration
Stage
The
Company is currently in the exploration stage. During the first six months of
the current year the Company entered into a farmout agreement with West Canyon
Energy Corp on a prospect in Kern County, California. This agreement was later
rescinded with no adverse financial consequences to the Company.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.
Income
Tax
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are
provided on a liability method whereby deferred tax assets are recognized for
deductible temporary differences and operating loss carryforwards and deferred
tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
Fiscal
year
The
Company employs a fiscal year ending May 31.
Net
Income (Loss) per share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants,
stock options, and common stock issuable upon the conversion of the Company’s
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Revenue
Recognition
Revenue
is recognized on an accrual basis as earned under contract terms. The
Company has had no revenue to date.
Oil
and Gas Interests
The
Company follows the full-cost method of accounting for oil and natural gas
properties. Under this method, all costs incurred in the exploration,
acquisition, and development, including unproductive wells, are capitalized in
separate cost centers for each country. Such capitalized costs
include contract and concessions acquisition, geological, geophysical, and other
exploration work, drilling, completing and equipping oil and gas wells,
constructing production facilities and pipelines, and other related
costs.
F-7
The
capitalized costs of oil and gas properties in each cost center are amortized on
a composite units of production method based on future gross revenues from
proved reserves. Sales or other dispositions of oil and gas
properties are normally accounted for as adjustments of capitalized
costs. Gain or loss is not recognized in income unless a significant
portion of a cost center’s reserves is involved. Capitalized costs
associated with acquisition and evaluation of unproved properties are excluded
from amortization until it is determined whether proved reserves can be assigned
to such properties or until the value of the properties is
impaired. If the net capitalized costs of oil and gas properties in a
cost center exceed an amount equal to the sum of the present value of estimated
future net revenues from proved oil and gas reserves in the cost center and the
lower of cost or fair value of properties not being amortized, both adjusted for
income tax effects, such excess is charged to expense.
Since the
Company has not produced any oil or gas, a provision for depletion has not been
made.
Financial
Instruments
The
carrying value of the Company’s financial instruments, including cash and cash
equivalents, as reported in the accompanying balance sheet, approximates fair
value.
Recent
Accounting Pronouncements
The
Company has adopted the provisions of SFAS No. 123(r) which are effective in
general for transactions entered into or modified after June 15,
2005. The adoption did not have a material effect on the results of
operations of the Company.
In May,
2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
“Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20
and SFAS No. 3.” SFAS 154 changes the requirements for the accounting
for and reporting of a change in accounting principle and applies to all
voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. SFAS
154 requires retrospective application to prior periods’ financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the
change. The provisions of SFAS No. 154 are effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005. The adoption of this standard is not expected to have a
material effect on the Company’s results of operations or financial
position.
NOTE
2. OIL AND GAS PROPERTIES
The
Company expensed $11,871 in Colorado leases to exploration costs in fiscal year
2008.
During
the period ended May 31, 2008 the Company entered into a memorandum of intent
with Coastal Petroleum Company which outlines the terms and conditions under
which Coastal is willing to enter into a formal agreement with the Company on
certain oil and gas leases owned by Coastal in Valley Creek, Montana. The leases
involve approximately 82,800 net acres. Under the leases, Coastal has a 100%
working interest with between 75.5% to 80.5% net revenue interests. Pursuant to
the Memorandum of Intent, on May 23, 2008 we paid Coastal $180,000 in exchange
for a two year option to purchase a 50% interest in the leases for
$1,000,000.
Prior to
exercising the purchase option, we have the right to drill a well at our expense
on the leases and earn a 50% working interest in the spacing unit if the well is
a producer and we make full payment for the 50% working interest. We have no
obligation, however, to drill any well on the leases before we exercise our
right to purchase the 50% interest in the leases from Coastal.
As of May
31, 2009 we have taken no further action on this agreement.
During
the quarter ended August 31, 2008 the Company acquired an “Assignment of Farmout
Interest” from West Canyon Energy Corp., also known as PetroSouth Energy Corp.,
of a 25% interest of a farmout assignment from Transco Oil & Gas, Inc. The
lease is located in Kern County, California and is comprised of 2,390 acres. The
Company paid a total of $134,437 to acquire this lease. On November 28, 2008
this agreement was rescinded with the interest being returned to West Canyon
Energy Corp. West Canyon Energy Corp. agreed to refund the total amount paid.
This payment was received on December 2, 2008.
NOTE
3. RELATED PARTY TRANSACTIONS
During
the year ended May 31, 2008, the Company recorded rent expense of $200 per month
for the use of office space donated to the Company by an
officer. Total rent expense under this arrangement was
$1,800. The Company also recorded compensation expense of $300 per
month ($2,700) for administrative and management services donated to the Company
by an officer.
On
January 21, 2008 an officer of the Company advanced $75,000 to the Company as a
loan payable, which when combined with previous loans resulted in an outstanding
loan principal balance of $110,625. The loan is unsecured,
payable on demand and bears interest at 6.0% per annum. As of May 31,
2009, the Company had incurred interest payable under this loan of $12,978, with
interest expense in 2009 of $6,638. As of May 31, 2008, the total amount due to
the officer in principal and interest was $123,603.
F-8
On March
21, 2008 Mr. Massimiliano Pozzoni purchased 175,000,000 shares of common stock
of the Company from an officer of the Company for $500,000. Following the
purchase, Mr. Pozzoni owned 175,000,000 of the total of 210,140,000 shares
outstanding. This represented approximately 83.28% of the outstanding common
shares.
On April
16, 2008 Mr. Pozzoni returned 140,000,000 of the 175,000,000 shares in the
Company for cancellation.
NOTE
4. LEASE
In May
2008, the Company entered into a one year office lease at a rate of $2,000 per
month plus costs. The lease automatically renews on an annual basis
for a one year term. Initial expenses recorded under this lease in 2008 were
$4,890 and 2009 rent expense was $24,000. The minimum required future payments
under the lease for fiscal year end 2010 are approximately $24,000.
NOTE
5. WARRANTS
In May
2008, the Company sold 1,000,000 units to an investor for cash at $.25 per unit,
or $250,000 total. Each unit consists of one share of common stock, and one
warrant to purchase one share of common stock at an exercise price of $.40,
anytime through May 22, 2011. At May 31, 2008 none of the warrants had been
exercised, leaving a year end balance of 1,000,000 warrants. The entire value of
the units of $250,000 was assigned to the common stock, and none to the warrants
as the exercise price of $.40 per share exceeded any bid for the Company’s stock
at the date of issuance.
In June
2008, the Company sold an additional 1,000,000 units to an investor for cash at
$.25 per unit, or $250,000 total. Each unit consists of one share of common
stock, and one warrant to purchase one share of common stock at an exercise
price of $.40, anytime through June 9, 2011. The entire value of the units of
$250,000 was assigned to the common stock, and none to the warrants as the
exercise price of $.40 per share exceeded any bid for the Company’s stock at the
date of issuance.
At May
31, 2009 none of the warrants had been exercised, leaving a year end balance of
2,000,000 warrants.
NOTE
6. INCOME TAX
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
At May
31, 2008 and 2009 the Company had net operating loss carryforwards of
approximately $230,000 and $520,000 which begin to expire in 2026. The deferred
tax asset of approximately $73,000 and $166,000 in 2008 and 2009 created by the
net operating losses have been offset by a 100% valuation allowance. The change
in the valuation allowance in 2008 and 2009 was $51,086 and
$92,800.
NOTE
7. GOING CONCERN
The
Company has suffered losses from operations and has a working capital
deficit. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The Company may raise
additional capital through the sale of its equity securities, through offerings
of debt securities, or through borrowings from financial
institutions. In addition, the Company hopes to generate revenues
from finding and producing oil and gas on its lease properties.
NOTE
8. SUPPLEMENTAL OIL AND GAS INFORMATION
Capitalized
costs at May 31, 2008 relating to the Company’s oil and gas activities are as
follows:
Unproved
properties, Montana, net
|
$
|
180,000.
|
F-9
INTERIM
FINANCIAL STATEMENTS
BALANCE
SHEET
February 28,
|
May 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$
|
270,041
|
$
|
21,072
|
||||
Total
current assets
|
270,041
|
21,072
|
||||||
Property
and equipment
|
||||||||
Office
equipment - net of $290 depreciation
|
2,606
|
-
|
||||||
Oil
and gas properties, non producing, full cost method
|
5,906,000
|
180,000
|
||||||
5,908,606
|
180,000
|
|||||||
Other
assets
|
||||||||
Prepaid
expenses
|
45,000
|
-
|
||||||
Total
Assets
|
$
|
6,223,647
|
$
|
201,072
|
||||
LIABILITIES
& STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$
|
1,410
|
$
|
3,560
|
||||
Due
to related party
|
100
|
123,603
|
||||||
Due
on oil lease contract
|
500,000
|
-
|
||||||
Total
current liabilities
|
501,510
|
127,163
|
||||||
Stockholders'
Equity
|
||||||||
Preferred
stock, $0.00001 par value;
100,000,000
shares authorized; none issued and outstanding
|
||||||||
Common
stock, $0.00001 par value;
100,000,000
shares authorized; 72,140,000 issued and outstanding at May 31, 2009 and
79,090,944 issued and outstanding at Feb 28, 2010
|
791
|
721
|
||||||
Additional
paid-in capital
|
6,716,922
|
603,229
|
||||||
Deficit
accumulated during the exploration stage
|
(995,576
|
)
|
(530,041
|
)
|
||||
Total
Stockholders' Equity
|
5,722,137
|
73,909
|
||||||
Total
Liabilities and Stockholders' Equity
|
$
|
6,223,647
|
$
|
201,072
|
The
accompanying notes are an integral part of these financial
statements.
F-10
VIPER
RESOURCES, INC.
(Unaudited)
November 18,
2005 (Inception)
Through
|
||||||||||||||||||||
|
Three Months Ended February 28,
|
Nine months ended February 28,
|
February 28,
|
|||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
2010
|
|||||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Expenses
|
||||||||||||||||||||
Advertising
|
-
|
1,495
|
||||||||||||||||||
Accounting
|
2,600
|
2,050
|
10,900
|
9,815
|
43,365
|
|||||||||||||||
Delay
rentals
|
2,944
|
2,944
|
||||||||||||||||||
Depreciation
|
145
|
290
|
290
|
|||||||||||||||||
Directors
fees
|
12,500
|
12,500
|
||||||||||||||||||
Exploration
costs
|
141,756
|
|||||||||||||||||||
Financing
fees
|
5,000
|
5,000
|
5,000
|
|||||||||||||||||
Insurance
|
5,000
|
15,000
|
15,000
|
|||||||||||||||||
Legal
|
51,766
|
40,258
|
152,317
|
83,974
|
272,992
|
|||||||||||||||
Office
expense
|
2,274
|
770
|
15,005
|
6,411
|
23,750
|
|||||||||||||||
Rent
|
6,000
|
6,000
|
18,739
|
18,000
|
53,374
|
|||||||||||||||
Telephone
|
882
|
1,063
|
2,629
|
4,851
|
8,491
|
|||||||||||||||
Transfer
agent
|
1,793
|
400
|
2,553
|
815
|
28,167
|
|||||||||||||||
Travel
|
4,774
|
2,427
|
15,438
|
18,823
|
37,982
|
|||||||||||||||
Management
services
|
30,000
|
24,000
|
105,000
|
84,000
|
218,100
|
|||||||||||||||
Website/investor
communications
|
9,450
|
(293
|
)
|
108,505
|
6,207
|
118,344
|
||||||||||||||
Total
expenses
|
119,684
|
76,680
|
463,876
|
235,840
|
983,550
|
|||||||||||||||
Loss
from operations
|
(119,684
|
)
|
(76,680
|
)
|
(463,876
|
)
|
(235,840
|
)
|
(983,550
|
)
|
||||||||||
Other
income (expense)
|
||||||||||||||||||||
(Interest)
|
-
|
(1,659
|
)
|
(1,659
|
)
|
(4,978
|
)
|
(12,026
|
)
|
|||||||||||
Income
(loss) before provision for income taxes
|
(119,684
|
)
|
(78,339
|
)
|
(465,535
|
)
|
(240,818
|
)
|
(995,576
|
)
|
||||||||||
Provision
for income tax
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net
income (loss)
|
$
|
(119,684
|
)
|
$
|
(78,339
|
)
|
$
|
(465,535
|
)
|
$
|
(240,818
|
)
|
$
|
(995,576
|
)
|
|||||
Net
income (loss) per share
|
||||||||||||||||||||
(Basic
and fully diluted)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
||||||||
Basic
weighted average number of common shares outstanding
|
78,585,894
|
72,140,000
|
78,585,894
|
72,140,000
|
||||||||||||||||
Fully
diluted average number of common shares outstanding
|
78,585,894
|
72,140,000
|
77,219,667
|
72,140,000
|
The
accompanying notes are an integral part of these financial
statements.
F-11
VIPER
RESOURCES, INC.
fka
COBRA OIL & GAS COMPANY
(An
Exploration Stage Company)
(Unaudited)
Nine Months ended
February 28,
|
November 18,
2005 (Inception)
Through
February 28,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Cash
Flows From Operating Activities
|
||||||||||||
Net
income (loss) during the exploration stage
|
(465,535
|
)
|
(240,818
|
)
|
(995,576
|
)
|
||||||
Adjustments
to reconcile net loss to net cash provided by (used for)
operating activities:
|
||||||||||||
Donated
office space and services
|
(13,500
|
)
|
13,500
|
|||||||||
Non-cash
expenses
|
||||||||||||
Depreciation
|
290
|
290
|
||||||||||
Compensatory
stock issuances
|
12,500
|
12,500
|
||||||||||
Changes
in operating assets and liabilities
|
||||||||||||
Accounts
payable and accrued liabilities
|
(390
|
)
|
(721
|
)
|
22,326
|
|||||||
Other
assets
|
(45,000
|
)
|
(45,000
|
)
|
||||||||
Exploration
costs - lease write offs
|
(648
|
)
|
||||||||||
Net cash provided by (used
for) operating
activities
|
(498,135
|
)
|
(255,039
|
)
|
(992,608
|
)
|
||||||
Cash
Flows From Investing Activities:
|
||||||||||||
Fixed
assets
|
(2,896
|
)
|
(2,896
|
)
|
||||||||
Oil
and gas properties
|
(1,000,000
|
)
|
-
|
(1,191
871
|
)
|
|||||||
(1,002,896
|
)
|
(1,194,767
|
)
|
|||||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Sale
of common stock
|
1,250,000
|
250,000
|
1,840,450
|
|||||||||
Additional
Paid in Capital
|
13,500
|
-
|
||||||||||
Contract
payable
|
500,000
|
500,000
|
||||||||||
Increase
in due to related party
|
4,978
|
116,966
|
||||||||||
Net cash provided by (used
for) financing
activities
|
1,750,000
|
268,478
|
2,457,416
|
|||||||||
Net
Increase (Decrease) in Cash
|
248,969
|
13,439
|
270,041
|
|||||||||
Cash
at Beginning of Period
|
21,072
|
49,644
|
-
|
|||||||||
Cash
at End of Period
|
$
|
270,041
|
$
|
63,083
|
$
|
270,041
|
Schedule of Non-Cash Investing and Financing
Activities
|
||||||||||||
In
fiscal year 2010 the Company paid cash of $400,000, issued 4,747,227
common shares valued at $4,726,000 and incurred debt of $600,000 in
exchange for oil and gas properties valued at $5,726,000.
|
||||||||||||
The
Company also issued 153.508 common shares for debt relief of
$125,262.
|
||||||||||||
Supplemental Disclosure
|
||||||||||||
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
F-12
VIPER
RESOURCES, INC.
(An
Exploration Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
February
28, 2010
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Viper
Resources, Inc. (the “Company”), was incorporated in the State of Nevada on
November 18, 2005. The Company was formed to engage in identifying,
investigating, exploring, and where determined advantageous, developing, mining,
refining, and marketing oil and gas. The Company may also engage in any other
business permitted by law, as designated by the Board of Directors of the
Company.
Exploration
Stage
The
Company is currently in the exploration stage. During the current quarter the
Company has entered into farmout agreements with Enercor, Inc. (a Nevada
Corporation) with respect to three leases. The first of these gives the Company
a 35% - 40% working interest in the “Tar Sands” components of leases, covering
approximately 33,632 acres located in Southern Uintah County Utah, when and if
granted by the U S Bureau of Land Management.
The
second of these leases is a lease granted by the State of Utah to Pioneer
Natural Resources which retains a 62.5% working interest. We have received a
37.5% working interest in approximately 640 acres which has rights for oil and
gas drilling and which we are seeking additional rights to the tar sands in the
area from the U S Bureau of Land Management.
The third
of these leases is one granted by the State of Utah to Questar Corporation which
owns the 37.5% residual working interest after our purchase of the 62.5% working
interest from Enercor. This lease has oil and gas drilling rights and we will be
seeking the tar sands approval also.
The
acquisition of each of these leases was accomplished primarily through the
issuance of new shares of Company common stock.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.
Income
Tax
The
Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss carryforwards
and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
Fiscal
year
The
Company employs a fiscal year ending May 31.
Net
Income (Loss) per share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company’s
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Revenue
Recognition
Revenue
is recognized on an accrual basis as earned under contract terms. The Company
has had no revenue to date.
F-13
Oil
and Gas Interests
The
company follows the full-cost method of accounting for oil and natural gas
properties. Under this method, all costs incurred in the exploration,
acquisition, and development, including unproductive wells, are capitalized in
separate cost centers for each country. Such capitalized costs include contract
and concessions acquisition, geological, geophysical, and other exploration
work, drilling, completing and equipping oil and gas wells, constructing
production facilities and pipelines, and other related costs.
The
capitalized costs of oil and gas properties in each cost center are amortized on
a composite units of production method based on future gross revenues from
proved reserves. Sales or other dispositions of oil and gas properties are
normally accounted for as adjustments of capitalized costs. Gain or loss is not
recognized in income unless a significant portion of a cost center’s reserves is
involved. Capitalized costs associated with acquisition and evaluation of
unproved properties are excluded from amortization until it is determined
whether proved reserves can be assigned to such properties or until the value of
the properties is impaired. If the net capitalized costs of oil and gas
properties in a cost center exceed an amount equal to the sum of the present
value of estimated future net revenues from proved oil and gas reserves in the
cost center and the lower of cost or fair value of properties not being
amortized, both adjusted for income tax effects, such excess is charged to
expense.
Since the
company has not produced any oil or gas, a provision for depletion has not been
made.
Financial
Instruments
The
carrying value of the Company’s financial instruments, including cash and cash
equivalents, as reported in the accompanying balance sheet, approximates fair
value.
Stock
based compensation
The
Company accounts for employee and non-employee stock awards under ASC 718,
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.
NOTE
2. OIL AND GAS PROPERTIES
During
the period ended May 31, 2008 the Company entered into a “memorandum of Intent”
with Coastal Petroleum Company which outlines the terms and conditions under
which Coastal is willing to enter into a formal agreement with the Company on
certain oil and gas leases owned by Coastal in Valley Creek, Montana. The leases
involve approximately 82,800 net acres. Under the leases, Coastal has a 100%
working interest with between 75.5% to 80.5% net revenue interests. Pursuant to
the Memorandum of Intent, on May 23, 2008 we paid Coastal $180,000 in exchange
for a two year option to purchase a 50% interest in the leases for
$1,000,000.
Prior to
exercising the purchase option, we have the right to drill a well at our expense
on the leases and earn a 50% working interest in the spacing unit if the well is
a producer and we make full payment for the 50% working interest. We have no
obligation however, to drill any well on the leases before we exercise our right
to purchase the 50% interest in the leases from Costal.
As of
November 30, 2009 we have taken no further action on this
agreement.
During
the quarter ended November 30, 2009 the Company acquired the leases mentioned
above. It is the Company’s intent to pursue the necessary approvals from the U S
Bureau of Land Management and once such approval is granted to begin the process
of developing these leases. It is the expectation of the Company that these
events should be concluded within the next twelve months.
NOTE
3. RELATED PARTY TRANSACTIONS
During
the quarter ended November 30, 2009 the Company negotiated a settlement with Mr.
Douglas Berry, a former officer and stockholder, to exchange common stock of the
Company for monies that had been advanced to the Company by Mr. Berry. The terms
of the agreement are that the Company issue 153,508 shares of common stock in
exchange for release of debt amounting to $125,262.45 which includes $110,625.00
in principal and $14,637.45 of accrued interest. The shares were valued at
$0.816 per share which represented a 20% discount to the closing price of our
common stock on the date of the Agreement.
NOTE
4. LEASE
In May
2008 the Company entered into a one year office lease at a rate of $2,000 per
month plus costs. Initial expenses recorded under this lease in 2008 were
$4,890. The minimum required future payments under the lease for fiscal year end
2009 are approximately $24,000.
F-14
NOTE
5. WARRANTS
In May
and June of 2008 the Company sold 1,000,000 units to an investor for cash at
$.25 per unit, or $500,000 total. Each unit consists of one share of common
stock, and one warrant to purchase one share of common stock at an exercise
price of $.40, anytime through May 15, 2011. In fiscal year 2010 the Company
sold 2,419,149 units to investors for cash at $.50 - $1.00 per unit, or
$1,150,000 total. Each unit consists of one share of common stock, and one
warrant to purchase one share of common stock at exercise prices of $.40 -
$1.25, exercisable anytime through dates from June 2011 through August 2012.
During the quarter ended February 28, 2010 the company sold 606,060 units for
cash at a price of $0.165 per unit. Each unit consisted of one share of common
stock and one warrant with an exercise price of $0.20. No warrants were
exercised through February 28, 2010, leaving a balance of 4,025,209 warrants
outstanding. As the warrants are non-detachable, all proceeds from the unit
sales have been allocated to common stock.
NOTE
6. INCOME TAX
The
Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss carryforwards
and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
At May
31, 2008 and 2009 the Company had net operating loss carryforwards of
approximately $230,000 and $520,000 which begin to expire in 2026. The deferred
tax asset of approximately $73,000 and $166,000 in 2008 and 2009 created by the
net operating losses have been offset by a 100% valuation allowance. The change
in the valuation allowance in 2007 and 2008 was $51,086 and
$92,800.
At
February 28, 2010 the Company incurred an additional $465,535 in net operating
losses which are added to the previously accumulated losses and will be offset
by an equivalent valuation allowance.
NOTE
7. GOING CONCERN
The
Company has suffered losses from operations and has a working capital deficit.
These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. The Company may raise additional capital through the sale of
its equity securities, through offerings of debt securities, or through
borrowings from financial institutions. In addition, the Company hopes to
generate revenues from finding and producing oil and gas on its lease
properties.
NOTE
8. SUPPLEMENTAL OIL AND GAS INFORMATION
Capitalized
costs at May 31, 2008 relating to the Company’s oil and gas activities are as
follows:
Unproved
properties, Montana, net
|
$
|
180,000.
|
||
Unproved
properties, Utah, net
|
$
|
5,726,000.
|
F-15
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
We have
been advised that, in the opinion of the Securities and Exchange Commission,
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
ADDITIONAL
INFORMATION
We have
filed with the SEC this Registration Statement on Form S-1 under the Securities
Act covering the sale by the selling stockholder of the securities offered by
this prospectus. This prospectus, which is a part of the Registration Statement,
does not contain all of the information in the Registration Statement and the
exhibits filed with it, portions of which have been omitted as permitted by the
SEC rules and regulations. For further information concerning us and the
securities offered by this prospectus, please refer to the Registration
Statement and to the exhibits filed therewith.
The
Registration Statement, including all exhibits, may be inspected without charge
at the SEC’s Public Reference Room at100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of this public reference room by
calling 1-800-SEC-0330. The Registration Statement, including all exhibits and
schedules and amendments, has been filed with the SEC and is available to the
public from the SEC’s web site at http://www.sec.gov
.
18
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The
following table sets forth the various costs and expenses in connection with the
sale and distribution of the Common Stock being registered. All
amounts shown are estimates except the Securities and Exchange Commission
registration fee.
Amount to
be paid
|
||||
SEC Registration Fee
|
$
|
299
|
||
Printing and Edgarizing expenses
|
$
|
2,000
|
||
Legal fees and expenses
|
$
|
25,000
|
||
Accounting fees and expenses
|
$
|
10,000
|
||
Transfer agent
|
$
|
500
|
||
Stock certificates
|
$
|
200
|
||
Miscellaneous
|
$
|
2,001
|
||
Total
|
$
|
40,000
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Nevada
Revised Statutes NRS 78.75021 (the “Corporation Act”) authorizes us to indemnify
our officers, directors, employees, and agents, subject to the conditions set
forth therein. Our Bylaws provide that we shall indemnify our
officers, directors, trustees, employees and agents against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in civil, criminal, administrative or
investigative (other than an action by us or in our right) proceedings by reason
of their serving in such positions provided such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe such person’s conduct was unlawful. The
termination of any action, suit or proceedings by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal action proceeding, had reasonable
cause to believe that such person’s conduct was unlawful.
19
RECENT
SALES OF UNREGISTERED SECURITIES
On
September 22, 2009, we sold 600,000 units to a single subscriber pursuant to a
July 6, 2009 Share Purchase Agreement. Each unit consists of one
share of common stock and one common stock purchase warrant to purchase one
additional share of common stock at a price of $1.25 per share for a period of
three years from issuance. The units were issued in reliance on
Section 4(2) under the Securities Act of 1933, as amended.
UNDERTAKINGS
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
|
To
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) of this chapter) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
(2) That,
for the purposes of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purposes of determining liability under the Securities Act of 1933 to
any purchaser
(A)
|
Each
prospectus filed by the registrant pursuant to
Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be
deemed to be part of this registration as of the date the filed prospectus
was deemed part of and included in the registration statement;
and
|
(B)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
(b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as
part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) (§230.415(a) (1)(i), (vii), or (x) of this chapter) for
the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be a part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in this
prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however; that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective
date.
|
20
If the
registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
That, for
the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
|
Any
preliminary prospectus or prospectus of an undersigned registrant relating
to the offering required to be filed pursuant to Rule
424;
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
|
||
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
(5) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
21
EXHIBITS.
Number
|
Description
of Exhibits
|
|
3.1
|
Articles
of Incorporation, as filed with the Nevada Secretary of State on November
18, 2005 (included as Exhibit 3.1 to the Registration Statement on Form
SB-2 filed July 25, 2006, and incorporated herein by
reference).
|
|
3.2
|
Bylaws
(included as Exhibit 3.2 to the Registration Statement on Form SB-2 filed
July 25, 2006, and incorporated herein by reference).
|
|
3.3
|
Certificate
of Amendment filed with the Nevada Secretary of State on October 14, 2009
(included as Exhibit 3.1 in the Form 8-K filed on February 3,
2010)
|
|
4.1
|
Warrant
dated August 12, 2009 for 319,419 shares issued to Baden Energy Group,
Ltd. (included as Exhibit 4.1 to the Form 8-K filed August 17, 2009 and
incorporated herein by reference).
|
|
5.1
|
Legal
Opinion of Amy Trombly, Esq. (filed herewith)
|
|
10.1
|
Assignment
of Quit Claim of Oil and Gas Leases, dated May 15, 2006 (included as
Exhibit 10.1 to the Registration Statement on Form SB-2 filed July 25,
2006, and incorporated herein by reference).
|
|
10.2
|
Joint
Venture Agreement with DNR Oil & Gas Inc., dated May 15, 2006
(included as Exhibit 10.2 to the Registration Statement on Form SB-2 filed
July 25, 2006, and incorporated herein by reference).
|
|
10.3
|
Joint
Venture Agreement with Colorado Oil & Gas, Inc., dated May 15, 2006
(included as Exhibit 10.3 to the Registration Statement on Form SB-2 filed
July 25, 2006, and incorporated herein by reference).
|
|
10.4
|
Well
Service and Operating Agreement dated May 11, 2007 between Registrant and
DNR Oil and Gas Company (included as Exhibit 10.1 to the Form 10-QSB filed
October 15, 2007 for the quarter ended August 31, 2007, and incorporated
herein by reference).
|
|
10.5
|
Executive
Employment Agreement effective June 5, 2008 between Registrant and
Massimiliano Pozzini (included as Exhibit 10.1 to the Form 8-K filed June
6, 2008, and incorporated herein by reference).
|
|
10.6
|
Assignment
of Farmout Interest dated June 16, 2008 between Registrant and West Canyon
Energy Corp. (included as Exhibit 10.1 to the Form 8-K filed July 2, 2008,
and incorporated herein by reference).
|
|
10.7
|
Formal
Agreement dated June 18, 2008 between Registrant and Coastal Petroleum
Company . (included as Exhibit10.2 to the Form 8-K filed July 2, 2008, and
incorporated herein by reference).
|
|
10.8
|
Share
Issuance Agreement dated July 6, 2009 between Registrant and Baden Energy
Group Ltd. (included as Exhibit 10.1 to the Form 8-K filed July 14, 2009,
and incorporated herein by reference).
|
|
10.9
|
Purchase
Agreement dated July 25, 2009 between Registrant and Enercor, Inc.
(included as Exhibit 10.1 to the Form 8-K filed July 30, 2009, and
incorporated herein by reference).
|
|
10.10
|
Purchase
Agreement dated August 5, 2009 between Registrant and Enercor, Inc.
(included as Exhibit 10.1 to the Form 8-K filed August 11, 2009, and
incorporated herein by reference).
|
|
10.11
|
Purchase
Agreement dated August 12, 2009 between Registrant and Enercor, Inc.
(included as Exhibit 10.1 to the Form 8-K filed August 17, 2009, and
incorporated herein by reference).
|
|
10.12
|
Advisory
Board Agreement with Warren Dillard dated July 6, 2009 (included as
Exhibit 10.13 to the Form 10-K filed August 20, 2009 for the fiscal year
ended May 31, 2009, and incorporated herein by
reference).
|
|
10.13
|
Addendum
to Advisory Board Agreement with Warren Dillard dated December 15, 2009
(included as Exhibit 10.1 to the Form S-8 filed January 7, 2010, and
incorporated herein by reference).
|
|
10.14
|
Investment
Agreement by and between Viper Resources, Inc. and Dutchess Opportunity
Fund, II, LP, dated January 28, 2010 (included as Exhibit 10.1 in the Form
8-K filed on February 3, 2010)
|
|
Registration
Rights Agreement by and between Viper Resources, Inc. and Dutchess
Opportunity Fund, II, LP, dated January 28, 2010 (included as Exhibit 10.2
in the Form 8-K filed on February 3, 2010)
|
||
10.16
|
Amendment
to the Investment Agreement between Viper Resources, Inc. and Dutchess
Opportunity Fund, II, LP, dated June 2, 2010 (filed
herewith)
|
|
10.17
|
Consent
of Baden Energy Group Ltd., dated January 28, 2010 (filed
herewith)
|
|
23.1
|
Consent
of Ronald R. Chadwick, P.C. (filed herewith)
|
|
23.2
|
Consent
of Amy Trombly, Esq. (contained in Exhibit
5.1).
|
22
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston, State of Texas,
on June 2, 2010.
Viper
Resources, Inc.
|
|||
Dated:
June 2, 2010
|
By:
|
/s/
Massimiliano Pozzoni
|
|
Director
and Chief Executive Officer
|
|||
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
|
23