Attached files
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
For the quarterly period ended June 30, 2013
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________ to ___________________.
Commission file number: 000-51425
Rancher Energy Corp.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 98-0422451
-------------------------- -----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
PO Box 40
Henderson, CO 80640
(Address of principal executive offices)
(303) 629-1122
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x] No [ ]
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 (ss.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). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Small reporting company [x]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [x] No []
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [x]
As of August 12, 2013, 119,862,791 shares of Rancher Energy Corp. common stock,
$0.00001 par value, were outstanding.
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 2013 (Unaudited)
and March 31, 2013 (Audited)........................................4
Statements of Operations (Unaudited) for the Three Months Ended
June 30, 2013 and 2012 .............................................5
Statements of Cash Flows (Unaudited) for the Three Months
Ended June 30, 2013 and 2012 .......................................6
Statement of Changes in Stockholders' Equity for the Three Months
Ended June 30, 2013 (Unaudited).....................................7
Notes to Financial Statements (Unaudited).............................8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................15
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........17
Item 4. Controls and Procedures..............................................17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings....................................................18
Item 1A. Risk Factors.........................................................18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........22
Item 3. Defaults Upon Senior Securities......................................22
Item 4. Mine and Safety Disclosures..........................................22
Item 5. Other Information....................................................22
Item 6. Exhibits.............................................................23
SIGNATURES....................................................................24
2
Item 1. Financial Statements
3
Rancher Energy Corp.
Balance Sheets
June 30, March 31,
2013 2013
(unaudited) (audited)
--------------- ---------------
ASSETS
Current Assets:
Cash and cash equivalents $1,950,873 $2,076,720
Prepaid expenses and other 23,613 37,749
--------------- ---------------
Total current assets 1,974,486 2,114,469
--------------- ---------------
Furniture and equipment, net of accumulated depreciation
$207,160 and $198,844 respectively 130,522 138,838
Deposits and other assets 200,000 200,000
--------------- ---------------
Total other assets 330,522 338,838
--------------- ---------------
Total assets $2,305,008 $2,453,307
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 15,000 $ 15,000
--------------- ---------------
Total current liabilities 15,000 15,000
--------------- ---------------
Total liabilities $ 15,000 $ 15,000
--------------- ---------------
Stockholders' Equity
Common stock, $0.00001 par value; 275,000,000 shares
authorized, 119,862,791 shares issued and outstanding 1,200 1,200
Additional paid-in capital 93,205,016 93,205,016
Accumulated deficit (90,916,208) (90,767,909)
--------------- ---------------
Total stockholders' equity 2,290,008 2,438,307
--------------- ---------------
Total liabilities and stockholders' equity $ 2,305,008 $2,453,307
=============== ===============
See notes to these financial statements.
4
Rancher Energy Corp.
Statements of Operations
(Unaudited)
For the Three Months Ended
June 30,
2013 2012
---------------------- ----------------------
Revenue $ - $ -
---------------------- ----------------------
Operating expenses:
General and administrative expenses 140,707 122,557
Depreciation and amortization 8,316 8,616
---------------------- ----------------------
Total operating expenses 149,023 131,173
---------------------- ----------------------
(Loss) from operations (149,023) (131,173)
---------------------- ----------------------
Other income (expense):
Interest expense and financing costs - (6,064)
Interest and other income 724 88,396
---------------------- ----------------------
Total other income 724 82,332
---------------------- ----------------------
(Loss) before reorganization items (148,299) (48,841)
Reorganization items:
Professional and other costs, net - (30,376)
---------------------- ----------------------
Total reorganization items - (30,376)
---------------------- ----------------------
Net (loss) $ (148,299) $ (79,217)
====================== ======================
Basic and diluted net (loss) per share $ 0.00* $ 0.00*
====================== ======================
Basic and diluted weighted average shares outstanding 119,862,791 119,316,723
====================== ======================
* Less than $0.01 per share
See notes to these financial statements.
5
Rancher Energy Corp.
Statements of Cash Flows
(Unaudited)
For The Three Months Ended
June 30,
2013 2012
----------------- -----------------
Cash flows (used in) operating activities:
Net (loss) $ (148,299) $ (79,217)
Adjustments to reconcile net (loss) from operations to
cash used in operating activities, before reorganization items:
Reorganization items, net - 30,376
Depreciation and amortization 8,316 8,616
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses 14,136 25,459
Accounts payable and accrued liabilities - 48,041
----------------- -----------------
Net cash used in operating activities (125,847) 33,275
Cash flows used in investing activities - -
Cash flows from financing activities: - -
----------------- -----------------
Increase (Decrease) in cash and cash equivalents (125,847) 33,275
Cash and cash equivalents, beginning of period 2,076,720 3,229,858
----------------- -----------------
Cash and cash equivalents, end of period $ 1,950,873 $ 3,263,133
================= =================
SUPPLEMENTAL SCHEDULE OF CASHFLOW INFORMATION
Cash paid for interest $ - $ -
================= =================
Cash paid for taxes $ - $ -
================= =================
See notes to these financial statements.
6
Rancher Energy Corp.
Statement of Changes in Stockholders' Equity
(Unaudited)
Additional
paid-in Accumulated
Shares Amount Capital Deficit Total
------------------ ------------ ---------------- -------------- --------------
Balance - March 31, 2013 119,862,791 $ 1,200 $ 93,205,016 $(90,767,909) $2,438,307
Net (loss) for the period - - - (148,299) $ (148,299)
------------------ ------------ ---------------- -------------- --------------
Balance - June 30, 2013 119,862,791 $ 1,200 $ 93,205,016 $(90,916,208) $2,290,008
================== ============ ================ ============== ==============
See notes to these financial statements.
7
RANCHER ENERGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012
(Unaudited)
Note 1 - Business Organization
Organization
------------
Rancher Energy Corp. ("Rancher Energy" or the "Company") formerly known as
Metalex Resources, Inc. ("Metalex") was incorporated in Nevada on February 4,
2004.
Metalex was formed for the purpose of acquiring, exploring and developing mining
properties. On April 18, 2006, the stockholders of Metalex voted to change its
name to Rancher Energy Corp. and announced that it changed its business plan and
focus from mining to oil and gas.
Bankruptcy Filing
-----------------
On October 28, 2009, the Company filed a voluntary petition (the "Petition") for
relief in the United States Bankruptcy Court, District of Colorado (the
"Bankruptcy Court") under Chapter 11 of Title 11 of the U.S. Bankruptcy Code
(the "Bankruptcy Code"). The Company continued to operate its business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Code and orders of the
Bankruptcy Court until its plan of reorganization (the "Plan") was approved by
the Bankruptcy Court and the Company was discharged from bankruptcy effective
September 28, 2012. See Note 3 - Proceedings Under Chapter 11 of the Bankruptcy
Code.
Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 852 "Financial Reporting During Reorganization Proceedings," which is
applicable to companies in Chapter 11, generally does not change the manner in
which financial statements are prepared. However, it does require that the
financial statements for periods subsequent to the filing of a Chapter 11 case
distinguish transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. Revenues, expenses,
realized gains and losses, and provisions for losses that can be directly
associated with the reorganization and restructuring of the business must be
reported separately as reorganization items in the statements of operations. The
balance sheet must distinguish Prepetition liabilities subject to compromise
from both those Prepetition liabilities that are not subject to compromise and
from post-petition liabilities. Liabilities that may be affected by a plan of
reorganization must be reported at the amounts expected to be allowed, even if
they may settled for lesser amounts. In addition, cash provided by
reorganization items, if any, must be disclosed separately in the statement of
cash flows. The Company adopted ASC 852-10 effective on October 28, 2010 and
segregated those items as outlined above for all activity prior to September 28,
2012.
As the Company emerged from bankruptcy, it reviewed the use of "Fresh-start"
accounting and determined that pursuant with ASC 852, the Company does not
qualify to use the provisions of "Fresh-start" accounting. The Company's voting
shareholders immediately before the confirmation date do not own less than 50%
of the voting shares of the emerging entity.
Note 2 - Summary of Significant Accounting Policies
Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
8
Cash and Cash Equivalents
-------------------------
The Company considers all liquid investments purchased with an initial maturity
of three months or less to be cash equivalents. Cash and cash equivalents
include demand deposits and money market funds carried at cost which
approximates fair value. The Company maintains its cash in institutions insured
by the Federal Deposit Insurance Corporation ("FDIC"). At June 30, 2013, the
Company had $1,700,873 in cash deposits in excess of FDIC insured limits.
Oil and Gas Producing Activities
--------------------------------
The Company uses the successful efforts method of accounting for its oil and gas
properties. Under this method of accounting, all property acquisition costs and
costs of exploratory and development wells are capitalized when incurred,
pending determination of whether the well has found proved reserves. If an
exploratory well does not find proved reserves, the costs of drilling the well
are charged to expense. Exploratory dry hole costs are included in cash flows
from investing activities as part of capital expenditures within the
consolidated statements of cash flows. The costs of development wells are
capitalized whether or not proved reserves are found. Costs of unproved leases,
which may become productive, are reclassified to proved properties when proved
reserves are discovered on the property. Unproved oil and gas interests are
carried at the lower of cost or estimated fair value and are not subject to
amortization.
Geological and geophysical costs and the costs of carrying and retaining
unproved properties are expensed as incurred. DD&A of capitalized costs related
to proved oil and gas properties is calculated on a property-by-property basis
using the units-of-production method based upon proved reserves. The computation
of DD&A takes into consideration restoration, dismantlement, and abandonment
costs and the anticipated proceeds from salvaging equipment.
The Company complies with ASC 932, "Extractive Activities - Oil and Gas." The
Company currently does not have any existing capitalized exploratory well costs,
and has therefore determined that there are no suspended well costs that should
be impaired.
The Company reviews its long-lived assets for impairments when events or changes
in circumstances indicate that impairment may have occurred. The impairment test
for proved properties compares the expected undiscounted future net cash flows
on a property-by-property basis with the related net capitalized costs,
including costs associated with asset retirement obligations, at the end of each
reporting period. Expected future cash flows are calculated on all proved
reserves using a discount rate and price forecasts selected by the Company's
management. The discount rate is a rate that management believes is
representative of current market conditions. Operating costs are also adjusted
as deemed appropriate for these estimates. When the net capitalized costs exceed
the undiscounted future net revenues of a field, the cost of the field is
reduced to fair value, which is determined using discounted future net revenues.
An impairment allowance is provided on unproved property when the Company
determines the property will not be developed or the carrying value is not
realizable. At June 30, 2013 and March 31, 2013, the Company does not have any
oil and gas properties.
Property and Equipment
----------------------
Property and equipment, such as office furniture and equipment, and computer
hardware and software, are recorded at cost. Costs of renewals and improvements
that substantially extend the useful lives of the assets are capitalized.
Maintenance and repair costs are expensed when incurred. Depreciation is
calculated using the straight-line method over the estimated useful lives of the
assets from five to ten years. When other property and equipment is sold or
retired, the capitalized costs and related accumulated depreciation are removed
from their respective accounts. Depreciation expense for the three months ended
June 30, 2013 and 2012 was $8,316 and $8,616, respectively.
Revenue Recognition
-------------------
The Company currently has no revenue from operations. Otherwise, other income
for the three months ended June 30, 2012 represented payments received for the
resale of carbon dioxide under a supply and sales agreement that expired in
December 2012.
9
Income Taxes
------------
The Company uses the liability method of accounting for income taxes under which
deferred tax assets and liabilities are recognized for the future tax
consequences of temporary differences between the accounting bases and the tax
bases of the Company's assets and liabilities. The deferred tax assets and
liabilities are computed using enacted tax rates in effect for the year in which
the temporary differences are expected to reverse.
The Company assessed the likelihood of utilization of the deferred tax assets in
light of recent and expected continuing losses. As a result of this review, the
deferred tax asset of $14,564,478 has been fully reserved at June 30, 2013. At
June 30, 2013, the Company had net operating loss carryforwards of approximately
$37,700,000 that begin to expire in the year 2023.
The Company adopted the provisions of ASC 740, "Income Taxes" on April 1, 2007.
FASB ASC 740 provides detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in the
financial statements. Tax positions must meet a "more-likely-than-not"
recognition threshold at the effective date to be recognized upon the adoption
of FASB ASC 740 and in subsequent periods. The adoption of ASC 740 had an
immaterial impact on the Company's financial position and did not result in
unrecognized tax benefits being recorded. Subsequent to adoption, there have
been no changes to the Company's assessment of uncertain tax positions.
Accordingly, no corresponding interest and penalties have been accrued. The
Company's policy is to recognize penalties and interest, if any, related to
uncertain tax positions as general and administrative expense. The Company files
income tax returns in the U.S. Federal jurisdiction and various states.
Net (Loss) per Share
--------------------
Basic net (loss) per common share of stock is calculated by dividing net (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during each period.
Diluted net (loss) per common share is calculated by dividing net (loss) by the
weighted-average number of common shares outstanding, including the effect of
other dilutive securities. The Company's potentially dilutive securities consist
of in-the-money outstanding options and warrants to purchase the Company's
common stock. Diluted net loss per common share does not give effect to dilutive
securities as their effect would be anti-dilutive.
The treasury stock method is used to measure the dilutive impact of stock
options and warrants. The following table details the weighted-average dilutive
and anti-dilutive securities related to stock options and warrants for the
periods presented:
For the Three Months Ended
June 30,
-------------------------------------
2013 2012
----------------- ----------------
Dilutive - -
Anti-dilutive 1,507,171 60,111,454
Share-Based Payments
--------------------
The Company recognizes compensation cost for stock-based awards based on
estimated fair value of the award and records compensation expense over the
requisite service period. See Note 6 - Share-Based Compensation.
Comprehensive Income (Loss)
---------------------------
The Company does not have revenue, expenses, gains or losses that are reflected
in equity rather than in results of operations. Consequently, for all periods
presented, comprehensive income (loss) is equal to net income (loss).
10
Major Customers
---------------
The Company's only source of income was from a carbon dioxide resale contract
that expired in December 2012. The Company had no oil and gas operations during
the three months ended June 30, 2013 and 2012, and no customers or billings as a
result.
Off-Balance Sheet Arrangements
------------------------------
As part of its ongoing business, the Company has not participated in
transactions that generate relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as structured finance
or special purpose entities (SPEs), which would have been established for the
purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. From its incorporation on February 4, 2004 through
June 30, 2013, the Company has not been involved in any unconsolidated SPE
transactions.
Reclassification
----------------
Certain amounts in the prior period financial statements have been reclassified
to conform to the current period financial statement presentation. Such
reclassifications had no effect on the Company's net (loss).
Recent Accounting Pronouncements
--------------------------------
The Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.
Note 3 - Proceedings under Chapter 11 of the United States Bankruptcy Code
On October 28, 2009, the Company filed a Petition for relief under Chapter 11 of
the Bankruptcy Code with the Bankruptcy Court. The Petition was filed in order
to enable the Company to pursue reorganization efforts under Chapter 11 of the
Bankruptcy Code. The Company continued to operate its business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Code and orders of the
Bankruptcy Court until its Plan was approved by the Bankruptcy Court and the
Company was discharged from bankruptcy effective September 28, 2012. In general,
as debtor-in-possession, the Company was authorized under Chapter 11 to continue
to operate as an ongoing business, but could not engage in transactions outside
of the ordinary course of business without the prior approval of the Bankruptcy
Court.
In order to successfully exit Chapter 11 bankruptcy, the Company needed to
propose, and obtain Bankruptcy Court confirmation of, a plan of reorganization
that satisfied the requirements of the Bankruptcy Code. The plan of
reorganization, among other things, resolved the Debtors' Prepetition
obligations, set forth the revised capital structure of the newly reorganized
entity and provide for corporate governance subsequent to exit from bankruptcy.
In addition to the need for Bankruptcy Court confirmation and satisfaction of
Bankruptcy Code requirements, a plan of reorganization must be accepted by
classes of holders of impaired claims and equity interests in order to become
effective. The Company did satisfy these requirements with its Plan as evidenced
by the Bankruptcy Court's approval. The Plan provided for the Company to pay the
claims of its creditors as the assets of the Company allowed and permitted, but
did not obligate the Company to continue in the oil and gas industry with a
focus on the purchase on non-operating interests in oil and gas producing
properties. On September 10, 2012, the Bankruptcy Court approved the Plan and
the Company was discharged from bankruptcy on its effective date of September
28, 2012.
The Plan could materially change the amounts and classifications reported in the
Company's financial statements and as further noted in ASC 852 within the
provisions of "Fresh-start" accounting. The Company's historical financial
statements do not give effect to any adjustments to the carrying value of assets
or amounts of liabilities as a consequence of confirmation of the Plan and, more
specifically, since the Company as it emerges from bankruptcy did not qualify to
use "Fresh-start" accounting.
The adverse publicity associated with the bankruptcy filing and the resulting
uncertainty regarding the Company's future prospects could hinder the Company's
11
ongoing business activities and its ability to operate, fund and execute its
Plan by impairing relations with property owners and potential lessees, vendors
and service providers; negatively impacting the ability of the Company to
attract, retain and compensate key executives and employees and to retain
employees generally; limiting the Company's ability to obtain trade credit; and
limiting the Company's ability to maintain and exploit existing properties and
acquire and develop new properties.
Reorganization Items
--------------------
Reorganization items represent the direct and incremental costs related to the
Company's Chapter 11 case, such as professional fees incurred, net of interest
income earned on accumulated cash during the Chapter 11 process.
Note 4 - Commitments and Contingencies
Bankruptcy Proceedings
----------------------
On October 28, 2009, the Company filed a Petition for reorganization under
Chapter 11 in the United States Bankruptcy Court for the District of Colorado.
The Company continued to operate its business as "debtor-in-possession" under
the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Code and orders of the Bankruptcy Court until its Plan was
approved by the Bankruptcy Court and became effective September 28, 2012. All
pending or threatened litigation or claims involving the Company were
automatically stayed as a result of the bankruptcy filing, and all such claims
subject to compromise or modification through the terms of any plan of
reorganization filed by the Company in the bankruptcy proceedings. On September
10, 2012, the Bankruptcy Court approved the Plan and the Company was discharged
from bankruptcy on its effective date of September 28, 2012. See Note 3 -
Proceedings Under Chapter 11 of the United States Bankruptcy Code.
Litigation
----------
A group of persons who purchased $1,776,750 of securities as part of the
Company's private placement offering filed suit in 2009 against the Company
alleging that securities laws were violated. Subsequently, these cases were
dismissed and the Company entered into tolling agreements with these
stockholders to toll the statutes of limitations applicable to any claims
related to the private placement. These stockholders filed a proof of claim with
the Bankruptcy Court in the amount of $1,776,050 plus ancillary amounts
purported to be damages attributable to the alleged securities violations and in
June 2011 the Bankruptcy Court found that these claims were subordinated to
unsecured claims, as such they were settled as part of the Plan approved by the
Bankruptcy Court in September 2012.These claims are covered under the Company's
D&O insurance policy and at June 30, 2013 no claims have been filed by these
stockholders.
Note 5 - Stockholders' Equity
The Company's capital stock at June 30, 2013 and March 31, 2013 consists of
275,000,000 authorized shares of common stock, par value $0.00001 per share. At
June 30, 2013 and March 31, 2013, a total of 119,862,791 shares of common stock
were issued and outstanding.
Note 6 - Share-Based Compensation
During the three months ended June 30, 2013 and 2012, the Company did not issue
any stock options.
2006 Stock Incentive Plan
-------------------------
On March 30, 2007, the Company's 2006 Stock Incentive Plan (the "2006 Stock
Incentive Plan") was approved by its shareholders and became effective October
2, 2006. Under the 2006 Stock Incentive Plan, the Board of Directors were
entitled to grant awards of options to purchase common stock, restricted stock,
or restricted stock units to officers, employees, and other persons who provided
services to the Company or any related company. The participants to whom awards
were granted, the type of awards granted, the number of shares covered for each
award, and the purchase price, conditions and other terms of each award are
12
determined by the Board of Directors, except that the term of the options could
not exceed 10 years. A total of 10 million shares of the Company's common stock
were subject to the 2006 Stock Incentive Plan. The shares issued for the 2006
Stock Incentive Plan may be either treasury or authorized and unissued shares.
During the three months ended June 30, 2013 and 2012, no options were granted,
expired or exercised under the 2006 Stock Incentive Plan which has been
terminated by the Company. There are options to purchase 10,000,000 shares
outstanding under the 2006 Plan as follows:
Vested/unvested Exercise Expiration Date
Price
Jon C. Nicolaysen 2,500,000/0 $0.035 10/27/2014
A.L. Sid Overton 2,500,000/0 $0.035 10/27/2014
Mathijs van Houweninge 2,500,000/0 $0.035 10/27/2014
Jeffrey B. Bennett 2,500,000/0 $0.035 10/27/2014
2013 Stock Incentive Plan
-------------------------
Effective March 29, 2013, the Company's 2013 Stock Option and Award Plan (the
"2013 Stock Incentive Plan") was approved by its Board of Directors. Under the
2013 Stock Incentive Plan, the Board of Directors may grant options or purchase
rights to purchase common stock to officers, employees, and other persons who
provide services to the Company or any related company. The participants to whom
awards are granted, the type of awards granted, the number of shares covered for
each award, and the purchase price, conditions and other terms of each award are
determined by the Board of Directors, except that the term of the options shall
not exceed 10 years. A total of 12 million shares of the Company's common stock
are subject to the 2013 Stock Incentive Plan. The shares issued for the 2013
Stock Incentive Plan may be either treasury or authorized and unissued shares.
During the three months ended June 30, 2013 and 2012, no options were granted,
expired or exercised under the 2013 Stock Incentive Plan.
The following table summarizes information related to the outstanding and vested
options at June 30, 2013:
Outstanding and
Vested Options
-----------------------
Number of shares
Non-qualified 10,000,000
2006 Plan 1,000,000
2013 Plan 0
Weighted average remaining contractual life
Non-qualified 1.6 years
2006 Plan 1.6 years
2013 Plan N/A
Weighted average exercise price
Non-qualified $ 0.035
2006 Plan $ 0.035
2013 Plan $ N/A
Aggregate intrinsic value
Non-qualified $ 0
2006 Plan $ 0
2013 Plan $ N/A
The aggregate intrinsic value of outstanding securities is the amount by which
the fair value of underlying (common) shares exceeds the exercise price of the
options issued and outstanding.
At June 30, 2013, all outstanding options were fully vested. No options were
exercised during the three months ended June 30, 2013. The Company did not
realize any income tax expense related to the exercise of stock options for the
three months ended June 30, 2013 and 2012.
13
Note 7 - Related Party Transactions
A director of the Company is a partner in the law firm that acts as counsel to
the Company. The Company incurred legal fees and expenses to the law firm in
the amount of $5,360 and $0 during the three months ended June 30, 2013 and
2012, respectively that are included in the statement of operations.
Note 8 - Subsequent Events
The Company has evaluated subsequent events through July 22, 2013. Other than
those set forth above, there have been no subsequent events after June 30, 2013
for which disclosure is required.
14
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
Forward-Looking Statements
--------------------------
The statements contained in this Quarterly Report on Form 10-Q that are not
historical are "forward-looking statements," as that term is defined in Section
21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that
involve a number of risks and uncertainties. These forward-looking statements
include, among others, the following:
o Business strategy;
o Ability to develop a plan of reorganization acceptable to the
Bankruptcy Court and to emerge from bankruptcy;
o Ability to obtain any additional financial resources needed to
continue operations, to repay secured debt, and to purchase additional
oil and gas properties;
o Inventories, projects, and programs;
o Other anticipated capital expenditures and budgets;
o Future cash flows and borrowings;
o The availability and terms of financing;
o Ability to obtain permits and governmental approvals;
o Financial strategy;
o General and administrative costs;
o Future operating results; and
o Plans, objectives, expectations, and intentions.
These statements may be found under "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and other sections of this
Quarterly Report on Form 10-Q. Forward-looking statements are typically
identified by use of terms such as "may," "could," "should," "expect," "plan,"
"project," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "pursue," "target" or "continue," the negative of such terms or
other comparable terminology, although some forward-looking statements may be
expressed differently.
The forward-looking statements contained in this Quarterly Report are largely
based on our expectations, which reflect estimates and assumptions made by our
management. These estimates and assumptions reflect our best judgment based on
currently known market conditions and other factors. Although we believe such
estimates and assumptions to be reasonable, they are inherently uncertain and
involve a number of risks and uncertainties that are beyond our control. In
addition, management's assumptions about future events may prove to be
inaccurate. Management cautions all readers that the forward-looking statements
contained in this Quarterly Report on Form 10-Q are not guarantees of future
performance, and we cannot assure any reader that such statements will be
realized or the forward-looking events and circumstances will occur. Actual
results may differ materially from those anticipated or implied in the
forward-looking statements due to the factors listed in the "Risk Factors"
section and elsewhere in our Annual Report on Form 10-K for the year ended March
31, 2013. All forward-looking statements speak only as of the date of this
Quarterly Report on Form 10-Q. We do not intend to publicly update or revise any
forward-looking statements as a result of new information, future events or
otherwise. These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
Organization
------------
We are an independent energy company. From October 28, 2009 to September 28,
2012, we operated our business as "debtor-in-possession" under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court until our Plan was approved
by the Bankruptcy Court when we were discharged from bankruptcy effective
September 28, 2012.
The following summarizes our goals and objectives for the next twelve
months:
o Minimize our operating and administrative expenses; and
o Pursue and analyze any and all oil and gas related opportunities.
15
Proceedings under Chapter 11
----------------------------
On October 28, 2009, we filed a Petition for relief in the United States
Bankruptcy Court under Chapter 11 of Title 11 of the U.S. Bankruptcy Code. As a
result of the bankruptcy filing, we continued to operate our business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and the order
of the Bankruptcy Court until we emerged from bankruptcy in September 2012. We
devoted efforts to resolve our liquidity problems and develop a reorganization
plan that was finally approved by the Bankruptcy Court. As of the date of filing
this quarterly report, no creditor has a lien on our cash.
On April 30, 2012, we filed our Plan with the Bankruptcy Court. The Plan
provided for us to pay the claims of our creditors as the assets of the Company
allowed, and permitted but did not obligate us to continue in the oil and gas
industry with a focus on the purchase on non-operating interests in oil and gas
producing properties. On September 10, 2012, the Bankruptcy Court approved the
Plan and the Plan became effective September 28, 2012.
Plan of Operations
The Company is not engaged in active business operations at the present time.
Although we have previously received proposals for business opportunities from
third parties, and we are continuing to seek out business opportunities with
others in the energy production and/or distribution industry, and potentially
other industries, we have not reached any definitive agreements for a business
opportunity. Our current strategy is to acquire an operating business.
Successful implementation of this strategy depends on our ability to identify
a suitable acquisition candidate, acquire such company on acceptable terms and
integrate its operations. In pursuing acquisition opportunities, we compete with
other companies with similar strategies. Competition for acquisition targets may
result in increased prices of acquisition targets and a diminished pool of
companies available for acquisition. Acquisitions involve a number of other
risks, including risks of acquiring undisclosed or undesired liabilities,
acquired in-process technology, stock compensation expense, diversion of
management attention, potential disputes with the seller of one or more acquired
entities and possible failure to retain key acquired personnel. Any acquired
entity or assets may not perform relative to our expectations. Our ability to
meet these challenges has not been established.
We intend to seek and review other opportunities in the energy production and/or
distribution industry, and potentially other industries as we become aware of
appropriate opportunities. However, to date we have not been able to find or
negotiate acceptable terms with suitable business opportunities. In connection
with any business acquisition, we may need additional financing which may not be
available to us as a former shell company on reasonable terms. Consequently, we
cannot offer any assurance that we will be able to obtain the funds necessary to
execute upon any business opportunity.
Results of Operations
---------------------
Three months ended June 30, 2013 compared to three months ended June 30, 2012:
Overview. For the three months ended June 30, 2013, we reported a net loss from
operations of $148,299 or $0.00 per basic and fully-diluted share, compared to a
net loss of $79,217 or $0.00 per basic and fully-diluted share, for the three
months ended June 30, 2012. Discussions of individually significant period to
period variances follow.
General and administrative expense. For the three months ended June 30, 2013, we
incurred general and administrative expenses of $140,707 as compared to $122,557
for the corresponding three months ended June 30, 2012. The general and
administrative were relatively similar as a result of the Company downsizing its
operations.
Reorganization items. Reorganization items totaled $0 for the three months ended
June 30, 2013 as compared to $30,376 for the three months of 2012. This decrease
was the result of the Company not being in bankruptcy in 2013.
Interest and other income.The Company entered into an agreement to assign
interests in a CO2 supply agreement to Merit Energy Company beginning in
December 2010. In return for this assignment, the Company receives a fee of
$0.03 per Mcf purchased by Merit under this supply agreement which expired in
December 2012. Thus, during the three months ended June 30, 2013, the Company
recognized interest income of $724 as compared to interest and other income of
$88,396 for the three months of 2012.
16
Liquidity and Capital Resources
-------------------------------
The report of our independent registered public accounting firm on the financial
statements for the years ended March 31, 2013 and 2012 includes an explanatory
paragraph relating to the uncertainty of our ability to continue as a going
concern. We have incurred a cumulative net loss of approximately $91 million for
the period from incorporation, February 4, 2004, to June 30, 2013.
Now that we have emerged from bankruptcy and that the revenue from the CO2
supply agreement has expired, we expect that our monthly operating expenses will
exceed monthly income by approximately $40,000 until we are able to pursue other
business opportunities in the oil and gas industry.
There is no assurance that we will be able to raise the capital or funds
necessary to analyze and pursue other oil and gas related opportunities and thus
in the meantime we will rely on our net cash of approximately $1.95 million in
the bank.
Cash flows used in operations increased during the three months ended June 30,
2013 as compared to the three months ended June 30, 2012 primarily due to a
decrease in the Company's other income from the Merit Energy Company contract
that terminated in December 2012.
During the three months ended June 30, 2013, management of the Company continued
to hold discussions with the principals of other energy companies in an effort
to acquire oil and gas assets and enhance the value of the Company. These
discussions did not materialize in the acquisition of assets but management is
confident in its ability to acquire assets and will continue to seek other
potential opportunities.
Off-Balance Sheet Arrangements
------------------------------
We have no material off-balance sheet arrangements nor do we have any
unconsolidated subsidiaries.
Critical Accounting Policies and Estimates
------------------------------------------
Critical accounting policies and estimates are provided in Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
Item 8 - Financial Statements and Supplementary Data, both of which are included
in Part II of our Annual Report on Form 10-K for the fiscal year ended March 31,
2013. Additional disclosures are provided in Notes to Financial Statements
(unaudited) which are included in Item 1 - Financial Statements to this
Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
----------------------------------
We conducted an evaluation under the supervision and with the participation of
our management, including our Chief Executive Officer (who is also our principal
financial officer and acting chief accounting officer), of the effectiveness of
the design and operation of our disclosure controls and procedures. The term
"disclosure controls and procedures," as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act),
means controls and other procedures of a company that are designed to ensure
that information required to be disclosed by the company in the reports it files
17
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures also include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the company's
management, including its principal executive officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. The conclusion by our Chief Executive Office is the identification
of the following material weakness in our internal control over financial
reporting and, as a result of this material weakness, we concluded as of March
31, 2013 and as of the end of the period covered by this Quarterly Report that
our disclosure controls and procedures were not effective.
We did not adequately segregate the duties of different personnel within our
Accounting Department due to an insufficient complement of staff and inadequate
management oversight.
We have limited accounting personnel with sufficient expertise in generally
accepted accounting principles to enable effective segregation of duties with
respect to recording journal entries and to allow for appropriate monitoring of
financial reporting matters and internal control over financial reporting.
Specifically, the Acting Chief Accounting Officer has involvement in the
creation and review of journal entries and note disclosures without adequate
independent review and authorization. This control deficiency is pervasive in
nature and impacts all significant accounts. This control deficiency also
affects the financial reporting process including financial statement
preparation and the related note disclosures. However, the Company has retained
the services of a certified public accountant to assist the Acting Chief
Accounting Officer in the preparation of books and records as well as the
Company's Form 10-Q.
Changes in Internal Control over Financial Reporting
----------------------------------------------------
There have been no changes in our internal control over financial reporting
during the most recently completed fiscal quarter 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
NONE.
ITEM 1A. Risk Factors
Although not required for smaller reporting companies, the Company has
determined that risk factors are material to an understanding of its past
business and future plans and, therefore, set them forth here.
An investment in and ownership of our common stock is one of high risk.
You should carefully consider the risks described below in connection with any
decision whether to acquire, hold or sell our securities. If any of the
contingencies discussed in the following paragraphs or other materially adverse
events actually occurs, the business, financial condition and results of
operations could be materially and adversely affected. In such case, the trading
price of our common stock could decline, and you could lose all or part of your
investment.
18
We have no business operations.
We currently are not engaged in any business operations, although we
are beginning the process of considering alternatives including the dissolution
of Rancher Energy or entering into a business combination or otherwise
recommencing business should an attractive opportunity become available. We
cannot offer any assurances that we will be able to complete any business
combination. We can also offer no assurance that if we do complete any business
combination, we will be able to do so on commercially-reasonable terms, in a
manner that could be advantageous to our shareholders, or that the combination
will, ultimately, be successful.
We have not instituted corporate governance policies or procedures and we have
no independent directors.
Rancher Energy currently only has one executive officer who is an
employee and who serves as our chief executive officer, our principal financial
officer and acting chief accounting officer. Rancher Energy has two independent
directors, an audit committee, and it retains a certified public accountant who
provides accounting assistance.
Our failure to maintain effective internal control over financial reporting may
not allow us to accurately report our financial results, which could cause our
financial statements to become materially misleading and adversely affect the
trading price of our stock.
In our annual reports on Form 10-K for the fiscal years ended March 31,
2013 and 2012, we reported the determination of our management that we had a
material weakness in our internal control over financial reporting. The
determination was made by management that we did not adequately segregate duties
of different personnel in our accounting department due to an insufficient
complement of staff and inadequate management oversight and due to the fact that
we do not have any operations. While we have made progress in remediating the
weakness and have hired a CPA consultant to assist in doing so, we have not
completely remediated the weaknesses due to limited resources to add additional
experienced staff. The Company has not implemented a process whereby journal
entries are reviewed and approved before being entered into the general ledger,
and in general has not implemented comprehensive entity-level internal controls.
In addition, management has failed to implement and monitor appropriate period
end cutoff procedures and to implement adequate timely approval of bank account
reconciliations. Until we obtain sufficient financing we will not be able to
correct the material weakness in our internal control over financial reporting,
and our business could be harmed and the stock price of our common stock could
be adversely affected.
19
We may become subject to the regulations under the Investment Company Act of
1940 and subject to regulation that would impose significant responsibilities
and restrictions on our ability to do business.
The Investment Company Act of 1940 (the "ICA") is intended to impose
additional regulation on companies whose business is to invest or reinvest in,
hold, or trade securities of other companies. Companies who own investment
securities constituting more than 40% of their assets (not including cash or
government securities) are by definition subject to ICA regulation unless the
"transient investment company" exemption applies. If Rancher Energy were to
become an investment company, we will be subject to a significant amount of
additional regulation, significant restrictions in our ability to do business,
and significant restrictions on any relationship with affiliates. We will also
be subject to more detailed SEC scrutiny and subject to the registration and
reporting requirements of the ICA in addition to the reporting requirements of
the 1934 Act. Compliance with these new obligations will restrict Rancher
Energy's opportunities to conduct its business as it has heretofore done, and
will result in significantly greater regulatory compliance expenses.
It is likely that any efforts we may make to acquire a business or to raise
capital will result in substantial additional dilution to our shareholders.
With any business combination or acquisition in which we engage,
Rancher Energy will likely issue shares of its common stock rather than paying
cash for the business (as we will likely need our cash for operations).
Moreover, if we raise capital for any operations in the future or issue stock
for a business combination or acquisition, such action may require the issuance
of equity or debt securities which will likely result in substantial dilution to
our existing shareholders. Although we will attempt to minimize the dilutive
impact of any future business acquisition or capital-raising activities, we
cannot offer any assurance that we will be able to do so.
The Company has agreed to indemnification of officers and directors as is
permitted by Nevada Statute.
Nevada Statutes provide for the indemnification of the Company's
directors, officers, employees, and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in any litigation to which
they become a party arising from their association with or activities on
Rancher's behalf. The Company will also bear the expenses of such litigation for
any of its directors, officers, employees, or agents, upon such person's promise
to repay Rancher therefore if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy
could result in substantial expenditures by the Company that it may be unable to
recoup.
Nevada Corporate Statutes exclude personal liability of the Company's
directors and its stockholders for monetary damages for breach of fiduciary duty
except in certain specified circumstances. This provision does not affect the
liability of any director under federal or applicable state securities laws.
Our common stock has and may continue to experience price volatility.
Our common stock is traded on the OTC Bulletin Board. Since July 1,
2006, our stock has traded as high as $3.38 per share (December 2006) and as low
as $0.01 per share (July 2013). During that period, our trading volume has
ranged from as low as 0 shares per week (July 3, 2006) to as high as 30,783,800
shares per week (April 26, 2013). Until a larger secondary market for our
common stock develops, the price of and trading volume for our common stock will
likely continue to fluctuate substantially. The price of and trading volume for
our common stock is impacted not only by our performance and announcements, but
also by general market conditions and other factors that are beyond our control
or influence and which may be unrelated to our performance.
20
Our common stock is subject to the penny stock rules which limits the market for
our common stock.
Rancher's stock is classified as a "penny stock" because it is quoted
on the OTC Bulletin Board with a market price below $5.00 per share, and because
we have no active business operations. SEC Rule 15g-9 under the Securities
Exchange Act of 1934 imposes additional sales practice requirements on
broker-dealers that recommend the purchase or sale of penny stocks to persons
other than those who qualify as an "established customer" or an "accredited
investor." This includes the requirement that a broker-dealer must make a
determination that investments in penny stocks are suitable for the customer and
must make special disclosures to the customers concerning the risk of penny
stocks. Many broker-dealers decline to participate in penny stock transactions
because of the extra requirements imposed on penny stock transactions.
Application of the penny stock rules to our common stock reduces the market
liquidity of our shares, which in turn affects the ability of holders of our
common stock to resell the shares they purchase, and they may not be able to
resell at prices at or above the prices they paid.
Our Securities are not currently eligible for sale under Rule 144.
Rule 144, as promulgated under the Securities Act is not available for
the resale of securities initially issued by a shell company (reporting or
non-reporting) or a former shell company, unless certain conditions are
satisfied. We are a shell company. As a result, the holders of our restricted
securities and control shares cannot rely upon Rule 144 for the resale of those
securities now or at any time in the future unless certain conditions
established in Rule 144(i) are met. These conditions are:
o the issuer of the securities has ceased to be a shell company;
o the issuer is subject to the reporting requirements of section 13 or
15(d) of the Exchange Act;
o the issuer has filed all reports and other materials required to be
filed by Section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months, other than Form 8-K reports; and
o one year has elapsed since the issuer has filed current "Form 10
information" with the Commission reflecting its status as an entity
that is no longer a shell company.
The only way for our restricted securities or control shares to be
eligible for resale prior to the conditions of Rule 144 being met, is for us to
have registered them with the SEC on a Registration Statement on Form S-1 and
such registration being declared effective by the SEC. At the time of this
filing, management has no plans to file a registration statement with the SEC.
Notwithstanding the unavailability of Rule 144, other exemptions may be
available.
A sale under Rule 144 or under any other exemption from the Act, if
available, or pursuant to subsequent registration of shares of common stock of
present stockholders, may have a depressive effect upon the price of the common
stock in any market that may develop. Furthermore, the continuing requirements
of Rule 144(i) may have a depressive effect upon other persons considering
acquiring the Company's common stock or when considering a business combination
with the Company.
Indemnification of officers and directors may result in unanticipated expenses.
The Nevada corporation law and our certificate of incorporation and
bylaws provide for the indemnification of our directors, officers, employees,
and agents, under certain circumstances, against attorney's fees and other
expenses incurred by them in any litigation to which they become a party arising
from their association with us or activities on our behalf. We also will bear
the expenses of such litigation for any of their directors, officers, employees,
or agents, upon such person's promise to repay them if it is ultimately
determined that any such person shall not have been entitled to indemnification.
This indemnification policy could result in substantial expenditures by us that
we may be unable to recoup and could direct funds away from our business and
products (if any).
Our executive officers are involved in other ongoing business opportunities.
Our executive officers are each involved in other ongoing business
opportunities, any of which could cause time conflicts and other various
conflicts of interest with respect to such officer's duties and obligations to
Rancher Energy.
We have significant obligations under the Securities Act of 1934.
Because we are a public company filing reports under the Securities
Exchange Act of 1934, we are subject to increased regulatory scrutiny and
extensive and complex regulation. The Securities and Exchange Commission has the
right to review the accuracy and completeness of our reports, press releases,
and other public documents. In addition, we are subject to extensive
requirements to institute and maintain financial accounting controls and for the
accuracy and completeness of their books and records. Normally these activities
are overseen by an audit committee consisting of qualified independent
directors. We have not appointed any independent directors. Consequently, the
protections normally provided to shareholders by independent directors are not
available. Although we hope to appoint qualified independent directors in the
future should we enter into a business combination or acquire a business, we
cannot offer any assurance that we will locate any person willing to serve in
that capacity.
21
Forward-looking statements may prove to be inaccurate.
In our effort to make the information in this report more meaningful,
this report contains both historical and forward-looking statements. All
statements other than statements of historical fact are forward-looking
statements within the meanings of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
in this report are not based on historical facts, but rather reflect the current
expectations of our management concerning future results and events. It should
be noted that because we are a "penny stock," the protections provided by
Section 27A of the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934 do not apply to us. We have attempted to qualify our
forward-looking statements with appropriate cautionary language to take
advantage of the judicially-created doctrine of "bespeaks caution" and other
protections.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
and achievements to be different from any future results, performance and
achievements expressed or implied by these statements. These factors are not
necessarily all of the important factors that could cause actual results to
differ materially from those expressed in the forward-looking statements in this
prospectus. Other unknown or unpredictable factors also could have material
adverse effects on our future results.
Risks Relating to the energy production and/or distribution industry. Should the
Company become involved in the energy production and/or distribution industry,
it would be subject to at least the following risk factors applicable to the
industry.
Historically, the markets for natural gas and oil have been volatile
and they are likely to continue to be volatile. As with most other companies
involved in resource exploration and development, we may be adversely affected
by future increases in the costs of conducting exploration, development and
resource extraction that may not be fully offset by increases in the price
received on sales of oil or natural gas. Any focus on exploration activities
therefore would expose us to greater risks than are generally encountered in
later-stage oil and natural gas property development companies.
Companies that explore for and develop, produce and sell oil and
natural gas in the United States are subject to extensive federal, state, local
and tribal laws and regulations, including complex tax and environmental laws
and the corresponding regulations, and are required to obtain various permits
and approvals from federal, state, local and tribal agencies and authorities.
The Company's ability to obtain, sustain and renew these permits on acceptable
terms and without unfavorable restrictions or conditions is subject to a change
in regulations and policies and to the discretion of the applicable governmental
agencies or authorities, among other factors.
Possible regulation related to global warming and climate change could
have an adverse effect on our operations and demand for oil and gas.
The oil and natural gas industry is subject to significant competition,
which may adversely affect our ability to compete.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NONE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. MINE AND SAFETY DISCLOSURE
NOT APPLICABLE.
ITEM 5. OTHER INFORMATION
NONE.
22
ITEM 6. EXHIBITS
The following is a complete list of exhibits filed as part of this Form 10-Q.
Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit 31.1 Certification of Chief Executive Officer and Acting Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer and Acting Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act
101.INS XBRL Instance Document (1)
101.SCH XBRL Taxonomy Extension Schema Document (1)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not
filed for purposes of Section 18 of the Securities Exchange Act of 1934,
and otherwise is not subject to liability under these sections.
*Filed herewith.
23
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.
RANCHER ENERGY CORP.
Dated: August 12, 2013 By: /s/ Jon C. Nicolaysen
----------------------------
Jon C. Nicolaysen
President, Chief Executive
Officer, and Acting Chief
Financial Officer
2
