UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x]         Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

[  ]         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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.

þ  Yes     ¨  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       

þ  Yes     ¨  No 

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.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨  Yes     þ  No 

Number of outstanding limited partner interests and investor general partner interests of the registrant on August 8, 2013 is 87 and 144, respectively.

PART I – FINANCIAL INFORMATION  

Item 1.  Financial Statements

1)  Description of Business

ICON Oil & Gas Fund-A L.P. (the “Partnership”) was formed on May 9, 2011 as a Delaware limited partnership. ICON Oil & Gas GP, LLC, a Delaware limited liability company (the “Managing GP”), is the managing general partner for the Partnership. The Partnership is offering investor general partner and limited partner interests (collectively, the “Interests”) on a “best efforts” basis with the intention of raising up to $200,000,000 of capital. The Partnership’s Registration Statement on Form S-1, as amended, was declared effective by the Securities and Exchange Commission (the “SEC”) on July 10, 2012. The Partnership raised the minimum of $2,000,000 on July 9, 2013 (the “Initial Closing Date”), at which time, the limited partners and investor general partners were admitted to the Partnership.

At any time prior to the time that the offering of Interests is terminated, the Partnership may, at its sole discretion, increase the offering to a maximum of up to $300,000,000 of capital, consisting of 30,000 Interests. The Partnership is currently in its offering period, which commenced on July 10, 2012 and is anticipated to end no later than July 10, 2014, unless the offering period is extended by the Managing GP.

The Partnership’s primary investment objectives are to (i) generate revenue from the production and sale of oil, natural gas and natural gas liquids, (ii) distribute cash to investors, and (iii) provide investors with tax benefits. The proceeds from the sale of Interests will be used to invest primarily in oil and liquids-rich natural gas development wells, principally “fluid management” projects, where hydrocarbons are known to be present, located in the Mid-Continent region of the United States, with the potential investment in properties located within other types of projects and/or in other geographic areas that the Partnership may, from time to time, identify as prospective.

The Partnership’s fiscal year ends on December 31.

2)  Summary of Significant Accounting Policies

Basis of Presentation 

The accompanying financial statements of the Partnership have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. In the opinion of the Managing GP, all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included. These financial statements should be read together with the balance sheets and notes included in the Partnership's Annual Report on Form 10-K as of December 31, 2012. The results for the interim period are not necessarily indicative of the results for the full year.

3)  Participation in Costs and Revenues

The Managing GP and investors in the Partnership will participate in certain costs (in excess of cumulative revenues) and revenues (in excess of cumulative costs), after deducting from the Partnership’s gross revenue the landowners' royalties and any other lease burdens.  Following the Managing GP’s capital contribution,⁽¹⁾ the Managing GP and investors in the Partnership will participate in costs and revenues as follows:

·      Drilling, equipment, lease and organizational and offering costs will be charged 1% to the Managing GP and 99% to the investors.

·      Administrative, direct and other costs will be charged 11% to the Managing GP and 89% to the investors.⁽²⁾  

·      Production revenues and other proceeds will be credited 11% to the Managing GP and 89% to the investors. 

4)  Capital Contributions  

The Managing GP made an initial capital contribution of $1 to the Partnership. In addition, ICON Investment Group, LLC, a Delaware limited liability company and affiliate of the Managing GP (“IIG”), made an initial capital contribution of $1,000 to the Partnership and was admitted as a limited partner on September 19, 2011. On June 4, 2013, the Managing GP made an additional capital contribution of $53,411 to fund the Partnership’s initial investment in two oil and gas prospects located in Kansas (described further in Note 5).  For the period ended June 30, 2013, all losses were allocated to the Managing General Partner as IIG’s capital contribution was intended to be returned.  On July 25, 2013, the Partnership returned the initial capital contribution of $1,000 to IIG.

5)  Oil and Gas Operations  

The Partnership expects to partner with one or more oil and gas operators, in each case, subject to a participation agreement or other similar type of agreement. Each such agreement is generally expected to provide that the related operator will conduct and direct, and have full control of, all operations with respect to specified oil and natural gas prospects within one or more projects.

For working interests, each participation agreement is expected to continue in force so long as any of the oil and natural gas leases subject to such participation agreement remain or are continued in force as to the projects, whether by production, extension, renewal or otherwise. The operators will receive compensation, at competitive rates, for drilling and completing the Partnership’s wells pursuant to the related participation agreement. When the Partnership’s wells begin producing oil and/or natural gas in commercial quantities, the related operators may receive any or all of the following: (i) compensation equal to a percentage of certain costs, (ii) reimbursement at actual cost for all direct expenses incurred by the operator on behalf of the Partnership, (iii) well supervisory fees, at competitive rates, for maintaining and operating the wells during operations, and (iv) gathering fees, at competitive rates, for their services in gathering and transporting the Partnership’s oil and/or natural gas production.

On June 3, 2013, the Partnership acquired a 9% working interest in an undeveloped prospect in Barton County, Kansas (“Barton”), covering approximately 320 gross acres and a 9% working interest in an undeveloped prospect in Ness County, Kansas (“Davenport”), covering approximately 480 gross acres. Drilling operations commenced as of June 20, 2013 in these prospects.

On June 26, 2013, a pilot well drilled by the operator within the Cherokee formation of the Davenport prospect reached its target depth.  The pilot well was successful in encountering multiple stacked Cherokee sand high-quality reservoir developments which had better reservoir quality than another producing well in the area, however, the reservoir appeared to have only 2 feet of possible oil production on top of 10 feet of water and oil, which would have limited the ability to economically produce from the primary target area. The Managing GP and operator intend to determine a more suitable location to drill a second well to maximize the hydrocarbons to be recovered from this prospect.  The pilot well was plugged and all related costs associated with this well were expensed as exploratory costs.

On July 4, 2013, a pilot well drilled by the operator within the Reagan formation of the Barton prospect reached its target depth.  Based upon the initial evaluation of all information gathered from the pilot well, including well logs and surrounding geology, and in consultation with the operator, the Managing GP believes that there is potential for oil and

gas production.  Accordingly, the Managing GP has determined to complete this well and commence installing production equipment. As of June 30, 2013, the Partnership’s balance sheet includes a well-in-process in the amount of $10,326.

6)  Transactions with Related Parties  

Pursuant to the terms of an administration agreement, the Partnership has engaged an affiliate, ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (“ICON Capital”), to, among other things, provide the Partnership with facilities, investor relations and administrative support. ICON Securities, LLC, a Delaware limited liability company formerly known as ICON Securities Corp. (“ICON Securities”), an affiliate of the Managing GP, will act as the dealer-manager for the offering of the Interests.

The Partnership has entered into certain agreements with the Managing GP, ICON Capital and ICON Securities, whereby the Partnership pays certain fees and reimbursements to these parties as follows:

·         ICON Securities is entitled to receive a 3% dealer-manager fee from the gross offering proceeds from the sale of the Interests.

·         The selling dealers are entitled to receive a sales commission of up to 7% of the gross offering proceeds, which sales commissions may be subject to reduction for certain large purchases of Interests.

·        The Managing GP will receive a management fee from the Partnership equal to the difference between the sum of (i) the dealer-manager fee, (ii) all sales commissions, and (iii) all organizational and offering costs and 15% of gross offering proceeds from the sale of Interests.

·         The Partnership will reimburse the Managing GP and its affiliates for their (i) administrative costs, (ii) direct costs, and (iii) other costs incurred on behalf of the Partnership in drilling and maintaining its wells.

 The Managing GP will receive a share of the Partnership’s revenues. The Managing GP’s revenue share will be in the same percentage that its capital contribution bears to the total capital contributions, plus an additional 10% of the Partnership’s revenues. The Managing GP will make a minimum capital contribution at least equal to 1% of total investor capital contributions. In addition, the Managing GP and its affiliates will be reimbursed for organizational and offering costs incurred in connection with the Partnership’s organization and offering of the Interests and administrative expenses incurred in connection with the Partnership’s operations.

Administrative expense reimbursements are costs incurred by the Managing GP or its affiliates that are necessary to the Partnership’s operations. These costs include the Managing GP’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that are charged to the Partnership, based upon the percentage of time such personnel dedicate to the Partnership. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in the Managing GP.

7)  Subsequent Events  

On July 25, 2013, the Partnership returned the initial capital contribution of $1,000 to IIG.  During the period from July 10, 2012 through August 8, 2013, the Partnership sold 87 Interests to 21 limited partners and 144 Interests to 40 investor general partners, respectively, representing an aggregate of $2,301,020 of capital contributions. Investors from the Commonwealth of Pennsylvania and the States of Tennessee, Texas and Ohio will not be admitted until the Partnership raises total equity in the amount of $10,000,000, which has not yet been achieved. During the period from the Initial Closing Date through August 8, 2013, the Partnership paid or accrued the following commissions and fees in connection with the offering of Interests: (i) sales commissions to third parties in the amount of $151,068 and (ii) dealer-

manager fees in the amount of $67,081 to ICON Securities. In addition, the Managing GP and its affiliates, on the Partnership’s behalf, incurred organizational and offering costs in the amount of $1,857,283 through August 8, 2013, of which the Partnership will not be responsible for paying any amount greater than 5% of gross offering proceeds.

 Item 2.  Managing General Partner’s Discussion and Analysis of Financial Condition and Results of Operations  

This discussion should be read together with our unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited balance sheets and related notes included in our Annual Report Form 10-K for the year ended December 31, 2012.  This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q.

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Oil & Gas Fund-A L.P.

Forward-Looking Statements  

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events. They are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected. We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview  

We are a newly organized oil and gas drilling fund whose primary investment objectives are to (i) generate revenue from the production and sale of oil, natural gas and natural gas liquids, (ii) distribute cash to investors, and (iii) provide investors with tax benefits. The proceeds from the sale of the Interests will be used to invest primarily in oil and liquids-rich natural gas development wells, principally “fluid management” projects, where hydrocarbons are known to be present, located in the Mid-Continent region of the United States, with the potential investment in properties located within other types of projects and/or in other geographic areas that we may, from time to time, identify as prospective. A development well is a well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Operations  

On June 3, 2013, we acquired a 9% working interest in an undeveloped prospect in Barton County, Kansas, covering approximately 320 gross acres and a 9% working interest in an undeveloped prospect in Ness County, Kansas, covering approximately 480 gross acres. Drilling operations commenced as of June 20, 2013 in these prospects.

On June 26, 2013, a pilot well drilled by the operator within the Cherokee formation of the Davenport prospect reached a total depth of 4,299 feet.  The pilot well was successful in encountering multiple stacked Cherokee sand high-quality reservoir developments which had better reservoir quality than another producing well in the area, however, the reservoir appeared to have only 2 feet of possible oil production on top of 10 feet of water and oil, which would have limited our ability to economically produce from the primary target area. The Managing GP and operator intend to determine a more suitable location to drill a second well to maximize the hydrocarbons to be recovered from this prospect.  The pilot well was plugged and all related costs associated with this well were expensed as exploratory costs. 

On July 4, 2013, a pilot well drilled by the operator within the Reagan formation of the Barton prospect reached a total depth of 3,800 feet.  Based upon the initial evaluation of all information gathered from the pilot well, including well logs and surrounding geology, and in consultation with the operator, the Managing GP believes that there is potential for oil and gas production.  Accordingly, the Managing GP has determined to complete this well and commence installing production equipment at which time this project will be reclassified to “proved developed” properties.

Liquidity and Capital Resources

Summary

As of June 30, 2013 and December 31, 2012, we had $1,001 in cash. 

As we sell Interests, we will experience a relative increase in liquidity as cash is received and then, a relative decrease in liquidity as cash is expended to make investments.  In addition, we anticipate that a portion of our liquidity will be used to finance future cash calls of the Barton and Davenport prospects.  We do not believe these future cash calls will have a significant effect on our liquidity or ability to operate.

However, unanticipated or greater than anticipated operating costs or losses would adversely affect our liquidity. To the extent that working capital may be insufficient to satisfy our cash requirements, we anticipate that we would fund our operations from cash flow generated by operating and financing activities. Our Managing GP does not intend to fund any cash flow deficit of ours or provide other financial assistance to us, except as may be described in our prospectus, dated July 10, 2012, as amended or supplemented from time to time.

As of the Initial Closing Date, we raised a minimum of $2,000,000 from the sale of our Interests, at which time the limited partners and investor general partners were admitted.  On July 25, 2013, we returned the initial capital contribution of $1,000 to IIG.  From the commencement of our offering period on July 10, 2012 through August 8, 2013, we sold 87 Interests to 21 limited partners and 144 Interests to 40 investor general partners, representing an aggregate of $2,301,020 of capital contributions. During the period from the Initial Closing Date through August 8, 2013, we have paid or accrued sales commissions to third parties of $151,068 and dealer-manager fees to ICON Securities of $67,081. In addition, the Managing GP and its affiliates, on our behalf, incurred organizational and offering costs of $1,857,283 through August 8, 2013, of which we will not be responsible for paying any amount greater than 5% of gross offering proceeds.

Commitments and Contingencies and Off-Balance Sheet Transactions  

Commitments and Contingencies  

None.

Off-Balance Sheet Transactions  

None.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk  

Smaller reporting companies are not required to provide the information required by this item.

Item 4.  Controls and Procedures  

Evaluation of disclosure controls and procedures  

In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended June 30, 2013, our Managing GP carried out an evaluation, under the supervision and with the participation of the management of our Managing GP, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our Managing GP’s disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended.  Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer concluded that our Managing GP’s disclosure controls and procedures were effective.

In designing and evaluating our Managing GP’s disclosure controls and procedures, our Managing GP recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Our Managing GP’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.  

Evaluation of internal control over financial reporting  

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings  

In the ordinary course of conducting our business, we may be subject to certain claims, suits, and complaints filed against us.  In our Managing GP’s opinion, the outcome of such matters, if any, will not have a material impact on our financial position.  We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.

Item 1A.  Risk Factors  

Smaller reporting companies are not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  

On September 19, 2011, we were capitalized with the issuance to (i) the Managing GP of a managing general partnership interest for a purchase price of $1.00 and (ii) IIG of (1) Interest for a purchase price of $1,000. These partnership interests were purchased for investment and for the purpose of organizing us. We issued the partnership interests in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933.

Our Registration Statement on Form S-1, as amended, was declared effective by the SEC on July 10, 2012 (SEC File No. 333-177051).  Our offering period commenced on July 10, 2012.

Item 3.  Defaults Upon Senior Securities  

Not applicable.

Item 4.  Mine Safety Disclosures  

Not applicable.

Item 5.  Other Information  

Not applicable.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICON Oil & Gas Fund-A L.P.

(Registrant)

By: ICON Oil & Gas GP, LLC

      (Managing General Partner of the Registrant)

August 13, 2013