Attached files
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| EX-31.1 - IMPERIAL PETROLEUM RECOVERY CORP | ex31-1.htm |
| EX-32.1 - IMPERIAL PETROLEUM RECOVERY CORP | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 30, 2011
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-21169
IMPERIAL PETROLEUM RECOVERY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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76-0529110
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(I.R.S. Employer Identification Number)
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4747 Research Forest Dr.; Suite 180-257
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The Woodlands, Texas 77381
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(713) 542-7440
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(Address of Principal Executive Offices)(Zip Code)
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(Registrant’s Telephone Number, including Area Code)
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Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
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(Title of Each Class)
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Common Stock, $0.001 par value
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes þ No
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes þNo
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.
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o Large Accelerated Filer
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o Accelerated Filer
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o Non-Accelerated Filer (Do not check if a smaller reporting company)
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þ Smaller Reporting Company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).o Yes þ No
The number of shares of common stock outstanding as of April 4, 2012: Common Stock, $0.001 Par Value — 48,428,180 shares
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended April 30, 2011
TABLE OF CONTENTS
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Financial Information
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Item 1
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Financial Statements
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Balance Sheets - April 30, 2011 and October 31, 2010 (Unaudited)
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F-1 |
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Statements of Operations - For the Three and Six Months Ended April 30, 2011 and 2010 (Unaudited)
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F-2 |
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Statements of Cash Flows - For the Three and Six Months Ended April 30, 2011 and 2010 (Unaudited)
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F-3 |
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Notes to Financiall Statements (Unaudited)
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F-4 |
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Item 2
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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4 |
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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5 |
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Item 4
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Controls and Procedures
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| Part II. Other Information | ||
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Item 1
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Legal Proceedings
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6 |
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Item 1A
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Risk Factors
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6 |
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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6 |
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Item 3
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Defaults Upon Senior Securities
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Item 4
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(Removed and Reserved)
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Item 5
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Other Information
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Item 6
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Exhibits
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Signatures
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PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q or in other materials we have filed or will file with the SEC are forward-looking in nature as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “may,” “can,” “could,” “might,” “will” and similar expressions identify forward-looking statements, including statements that relate to the effects of economic conditions; the availability of capital; the dependence on key customers; competitive conditions; and the various risks associated with developing and marketing a new process/technology which could cause actual results to differ materially from those expressed in or implied by the statements herein.
Forward-looking statements are not historical facts or guarantees of future performance but instead represent only our beliefs at the time the statements were made regarding future events, which are subject to significant risks, uncertainties, and other factors, many of which are outside of our control and certain of which are listed above. Any or all of the forward-looking statements included in this Form 10-Q may turn out to be materially inaccurate. This can occur as a result of incorrect assumptions, in some cases based upon internal estimates and analyses of current market conditions and trends, management plans and strategies, economic conditions, or as a consequence of known or unknown risks and uncertainties. Consequently, neither our shareholders nor any other person should place undue reliance on our forward-looking statements and should recognize that actual results may differ materially from those anticipated by us.
All forward-looking statements made in this Form 10-Q are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Form 10-Q will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.
Item 1. Financial Statements
Imperial Petroleum Recovery Corporation
Balance Sheets
(Unaudited)
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April 30
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October 31
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ASSETS
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2011
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2010
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Current assets
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Cash and cash equivalents
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$ | 6,906 | $ | 64,927 | ||||
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Accounts receivable
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144 | 144 | ||||||
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Total current assets
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7,050 | 65,071 | ||||||
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Property and equipment, net
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183,916 | 225,293 | ||||||
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Intangible assets, net
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17,250 | 20,944 | ||||||
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Other assets
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- | 115,450 | ||||||
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Total assets
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$ | 208,216 | $ | 426,758 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current liabilities
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Accounts payable
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$ | 244,705 | $ | 244,773 | ||||
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Accrued liabilities
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2,877,255 | 2,500,269 | ||||||
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Advances-related party
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182,763 | 107,332 | ||||||
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Current maturities of long-term debt, net of discount
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2,450,442 | 2,450,442 | ||||||
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Total current liabilities
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5,755,165 | 5,302,816 | ||||||
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Stockholders' Deficit
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Common stock, par value $0.001; authorized 100,000,000 shares; 48,478,180 and 46,928,180 shares issued and outstanding as of April 30, 2011 and October 31, 2010, respectively
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48,479 | 46,929 | ||||||
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Additional paid-in capital
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15,636,346 | 15,591,396 | ||||||
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Accumulated deficit
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(21,231,774 | ) | (20,514,383 | ) | ||||
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Total stockholders’ deficit
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(5,546,949 | ) | (4,876,058 | ) | ||||
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Total liabilities and stockholders’ deficit
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$ | 208,216 | $ | 426,758 | ||||
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See accompanying notes to unaudited financial statements
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F-1
Imperial Petroleum Recovery Corporation
Statements of Operations
(Unaudited)
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For the three
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For the six
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months ended April 30,
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months ended April 30,
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2011
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2010
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2011
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2010
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Operating expenses
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Selling, general and administrative expenses
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$ | 246,003 | $ | 141,162 | $ | 498,634 | $ | 232,507 | ||||||||
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Depreciation and amortization expense
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22,281 | 22,511 | 45,071 | 45,022 | ||||||||||||
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Total operating expenses
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268,284 | 163,673 | 543,705 | 277,529 | ||||||||||||
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Loss from operations
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(268,284 | ) | (163,673 | ) | (543,705 | ) | (277,529 | ) | ||||||||
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Interest expense
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(85,404 | ) | (87,852 | ) | (173,686 | ) | (179,033 | ) | ||||||||
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Net loss
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$ | (353,688 | ) | $ | (251,525 | ) | $ | (717,391 | ) | $ | (456,562 | ) | ||||
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Loss per share
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Basic and diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | ||||
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Weighted average shares outstanding
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Basic and diluted
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47,681,771 | 43,594,714 | 47,681,771 | 43,584,986 | ||||||||||||
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See accompanying notes to unaudited financial statements
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F-2
Imperial Petroleum Recovery Corporation
Statements of Cash Flows
(Unaudited)
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For the six months ended April 31
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2011
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2010
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Cash flows from operating activities:
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Net loss
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$ | (717,391 | ) | $ | (456,562 | ) | ||
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Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
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Depreciation and amortization expense
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45,071 | 45,022 | ||||||
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Share-based compensation
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46,500 | - | ||||||
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Amortization of debt discount
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- | 3,908 | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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- | 184,759 | ||||||
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Other assets
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115,450 | - | ||||||
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Accounts payable
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(68 | ) | (68,500 | ) | ||||
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Accrued liabilities
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376,986 | 329,292 | ||||||
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Net cash provided by (used) in operating activities
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(133,452 | ) | 37,919 | |||||
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Cash flows from financing activities:
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Proceeds from sale of stock
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- | 12,500 | ||||||
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Advances from (payments to) related parties, net
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75,431 | (47,440 | ) | |||||
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Net cash provided by (used in) financing activities
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75,431 | (34,940 | ) | |||||
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Net increase (decrease) in cash and cash equivalents
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(58,021 | ) | 2,979 | |||||
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Cash and cash equivalents at beginning of period
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64,927 | 46 | ||||||
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Cash and cash equivalents at end of period
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$ | 6,906 | $ | 3,025 | ||||
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Supplemental disclosure of cash flow information
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Cash paid during the year for
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Interest
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- | - | ||||||
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Income taxes
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- | - | ||||||
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See accompanying notes to unaudited financial statements
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F-3
Imperial Petroleum Recovery Corporation
Notes to Financial Statements
(Unaudited)
NOTE A – ORGANIZATION AND BASIS OF PRESENTATION
1. Organization
Imperial Petroleum Recovery Corporation, a Nevada corporation, incorporated in 1982 (“we”, “our”, “IPRC” or the “Company”) commenced operations in the fiscal year 1995 and is committed to developing and marketing a proprietary oil sludge remediation process and microwave separation technology equipment (MST units) that use high energy microwaves to separate water, oil and solids.
2. Basis of presentation
The accompanying unaudited interim financial statements and notes for the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15 (d) of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnote disclosures normally required by accounting principles generally accepted in the United States of America for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. Operating results for the six months ended April 30, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ended October 31, 2011.
These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010.
3. Use of estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates.
4. Recently adopted accounting standards
No new accounting pronouncements issued or effective has had, or is expected to have, a material impact on the Company’s financial statements.
NOTE B – GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred recurring losses and has an accumulated deficit of $21,231,774 as of April 30, 2011 and a negative working capital of $5,748,115 as of the same date. The Company generated any r revenues during the quarter and continues to be dependent on its ability to generate future revenues, positive cash flows and additional financing. There can be no guarantee that the Company will be successful in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will be available on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE C – PROPERTY AND EQUIPMENT
Property and equipment at April 30 and October 31 consist of the following:
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2011
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2010
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Building and improvements
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$ | 2,790 | $ | 2,790 | ||||
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Machinery and equipment
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558,366 | 558,366 | ||||||
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Demonstration equipment
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783,300 | 783,300 | ||||||
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Transportation equipment
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49,450 | 49,450 | ||||||
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Furniture, fixtures and office equipment
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79,703 | 79,703 | ||||||
| 1,473,609 | 1,473,609 | |||||||
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Less – accumulated depreciation
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(1,289,693 | ) | (1,248,316 | ) | ||||
| $ | 183,916 | $ | 225,293 | |||||
F-4
Depreciation and amortization expense for the six months ended April 30, 2011 and 2010 amounted to $45,071 and $45,022, respectively.
NOTE D – COMMON STOCK
On February 1, 2011, the Company issued 1,550,000 common shares to directors and an employee for services valued at $46,500 based on the grant-date quoted market value of the Company’s stock.
NOTE E –STOCK OPTIONS
There were no stock options granted, expired or cancelled during the six months ended April 30, 2011. As of April 30, 2011, there were a total of 1,225,000 stock options outstanding with a weighted average exercise price of $0.20, a weighted average remaining term of 3.86 years and zero intrinsic value.
NOTE F – RELATED PARTY TRANSACTIONS
The Company has related party transactions relating to non-interest bearing advances from the Company’s CEO and a director. The Company received net advances of $75,431 during the six months ended April 30, 2011. The outstanding balance of such advances as of April 30, 2011 amounted to $182,763.
F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this report.
Imperial Petroleum Recovery Corporation (“Company” or “IPRC”) was founded in 1990 as a Nevada corporation. Since 1995 our primary business has been the development, marketing and distribution of our microwave separation technology (“MST”). The Company’s offices are located in The Woodlands, Texas. Our common stock currently listed for quotation on the Pink OTC Markets, Inc. Pink Exchange under the trading symbol “IREC”.
We are a provider of microwave technology to the petroleum and energy industries. We have developed a proprietary, patented process using high-energy microwaves, MST, which is designed to treat and eliminate hydrocarbon emulsions. Our goal is to become a leader in developing and marketing innovative commercial radio frequency (“RF”) energy applications, including MST, that can be used within the petroleum, energy and other industries to treat emulsions containing oil, water, and solids, using our patented technology to recover the oil, enhance process efficiency and improve our customers’ financial performance.
Since 2009 we decided to refocus our technology to the use by oil and gas refineries. Between January 2008 and August 2009 our operations were nominal. In August 2009, IPRC entered into a technical service agreement with Petroleo Barsileiro S.A. (“Petrobras”) pursuant to which IPRC agreed to provide a 16 month demonstration project of the MST technology at various locations throughout Brazil. The technical services agreement with Petrobras provided that IPRC would operate a MST 150 unit at a refinery in Brazil and to conduct various tests of emulsions as determined by the technical staff of Petrobras.
During our last fiscal year, discussions began with a local engineering company in Houston, Texas – an established equipment fabricator with separate construction, engineering and logistics divisions providing support since 1989 to the energy industry. This company was also the fabricator for various MST units that were sold and leased to ExxonMobil and Petrobras for recent projects. During our last fiscal year, it became clear that a new target market was emerging in Texas, Pennsylvania, Arkansas, North Dakota, Colorado and other locations in the US and throughout the world that involved using water under very high pressure to dislodge oil and gas deposits deep underground. This process also goes by the term “Fracking Oil and Gas Wells”. The major attraction for IPRC is the MST could be used to remove bacteria and pathogens from the water allowing it to be reused. Since these oil deposits are located in remote areas where there is very little water; having the ability to reuse the up to 4 million gallons of water needed to “Frack” a single well presents a clear strategic advantage for the Company.
Liquidity and Capital Resources
At April 30, 2011, the Company has current assets of $7,050, current liabilities of $5,755,165, and a working capital deficit of $5,748,115. We have no credit facilities.
During fiscal 2011 we did not receive any cash from the sale of our debt or equity. The Company has no other sources of financing and will continue to rely on cash flow from our contracts, as well as best efforts equity, equity equivalent, or debt financings and borrowings from shareholders. There are no additional commitments from or assurances that we will be able additional capital on terms favorable to the Company or at all. Our auditors have issued a going concern opinion for our financial statements due to their substantial doubt about our ability to continue as a going concern.
Results of Operations
Three Months Ended April 30, 20110 Compared to the Three Months Ended April 30, 2010
Revenues for the three months ended April 30, 2011 totaled $0, which was the same as the three months ended April 30, 2010.
Operating expenses for the three months ended April 30, 2011 was $268,284, an increase of $104,611 compared to the three months ended April 30, 2010. The increase was due to the additional costs associated with the Petrobras agreement.
Interest expense decreased by $2,448 for the three months ended April 30, 2011 compared to the three months ended April 30, 2010. The decrease was related to full amortization of the debt discount due to the maturity of the $200,000 convertible notes in fiscal year 2010.
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The above mentioned factors resulted in a net loss for the three months ended April 30, 2011 of $353,688 compared to a net loss of $251,525 for the three months ended April 30, 2010.
Six Months Ended April 30, 20110 Compared to the Six Months Ended April 30, 2010
Revenues for the six months ended April 30, 2011 totaled $0, which was the same as the six months ended April 30, 2010.
Operating expenses for the six months ended dated April 30, 2011 was $543,705, an increase of $266,176 compared to the six months ended April 30, 2010. The increase was due to the additional costs associated with the Petrobras agreement.
Interest expense decreased by $5,347 for the six months ended April 30, 2011 compared to the six months ended April 30, 2010. The decrease was related to full amortization of the debt discount due to the maturity of the $200,000 convertible notes in fiscal year 2010.
The above mentioned factors resulted in a net loss for the six months ended April 30, 2011 of $717,391 compared to a net loss of $456,562 for the six months ended April 30, 2010.
Going Concern
As shown in the accompanying financial statements, the Company has incurred recurring losses and has an accumulated deficit as of $21,231,774 as of April 30, 2011 compared to $20,514,383 as of April 30, 2010 and a negative working capital of $5,748,115 as of April 30, 2011. The Company generated no revenue during the second quarter of 2011. There can be no guarantee that the Company will be successful in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will be available on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Contractual Obligations
The Company currently has no long term contractual obligations other than Mr. Springer’s employment agreement that provides for an annual salary of $324,000 and expires in February 2014.
Off Balance Sheet Arrangements
The Company does not have any off-balance-sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company's periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).
Based upon the evaluation, the Company's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were not effective as of April 30, 2011 due to a lack of segregation of duties, an overreliance on consultants in the accounting and financial reporting process and the inability to file its annual and quarterly financial statements and periodic reports with the SEC on a timely basis.
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Changes in Internal Control Over Financial Reporting
There were no changes that occurred during the quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
None.
There have been no material changes to the risk factors previously disclosed under item 1 of the Company’s Form 10-K filed with the United States Securities and Exchange Commission on October 20, 2011.
None.
None.
None.
None.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation of the Company (incorporated by reference to Exhibits 2 and 2.1 to the Company’s registration statement on Form 10-KSB filed with the SEC on August 8, 1996, file No. 0-21169).
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3.2
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Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-KSB for the fiscal year end October 31, 1996 filed with the Commission with a filing date of November 26, 1997, Commission File No. 0-21169)
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10.2
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Form of Note Agreement, executed in 2005, between IPRC and investors (incorporated by reference to Exhibit 10.15 to the Company's Form 10-K filed with the Commission of December 1, 2005).
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10.3
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Form of Registration Right Agreement, executed in 2005, between IPRC and investors (incorporated by reference to Exhibit 10.16 to the Company's Form 10-K filed with the Commission of December 1, 2005).
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10.4
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Form of Warrant Agreement, executed in 2005, between IPRC and investors (incorporated by reference to Exhibit 10.17 to the Company's Form 10-K filed with the Commission of December 1, 2005).
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10.5
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Technical Services Agreement between Petroleo Brasileiro S.A. – Petrobras and IPRC dated 2009 (incorporated by reference to Exhibit 10.18 to the Company's Form 10-K filed with the Commission of October 20, 2011).
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21.1
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Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to the Company's Form 10-K filed with the Commission of December 1, 2005).
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31.1
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. (1)
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. (1)
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(1) Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IMPERIAL PETROLEUM RECOVERY CORPORATION
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Dated:
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April 4, 2012
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By:
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/s/ Alan B. Springer
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Alan B. Springer
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Principal Executive Officer and Principal Financial Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Alan B. Springer
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Principal Executive Officer and Principal Financial Officer
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April 4, 2012
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Alan B. Springer
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/s/ James Hammond
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Director
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April 4, 2012
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James Hammond
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