Tiger Oil & Energy, Inc. - FORM 10-K

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Tiger Oil & Energy, Inc.	exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - Tiger Oil & Energy, Inc.	exhibit31-1.htm
EX-31.2 - EXHIBIT 31.2 - Tiger Oil & Energy, Inc.	exhibit31-2.htm
EXCEL - IDEA: XBRL DOCUMENT - Tiger Oil & Energy, Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

[ ] 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 333-141875

Tiger Oil and Energy, Inc.

(Exact name of registrant as specified in its charter)

	NEVADA	20-5936198
	State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization	Identification No.)

7230 Indian Creek Ln. Ste. 201, Las Vegas, NV 89149

(Address of principal executive offices)

Registrant’s telephone number, including area code (702) 336-0356

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Securities registered pursuant to section 12(g) of the Act:

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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.

Large accelerated filer [_]		Accelerated filer [_]

Non-accelerated filer [_] (Do not check if a smaller reporting company)		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 27, 2014 the Company had 42,728,159 and 42,728,159 issued and outstanding shares of its common stock and 42,013 of its preferred stock.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	3

PART I	3
Item 1. Business.	3
Item 1A Risk Factors	6
Item 1B. Unresolved Staff Comments.	6
Item 2 Properties.	6
Item 3. Legal Proceedings.	7
Item 4. (Removed and Reserved).	7
PART II	7
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6. Selected Financial Data.	7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	10
Item 8. Financial Statements and Supplementary Data.	10
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	10
Item 9A(T). Controls and Procedures.	10
Item 9B. Other Information.	11
PART III	12
Item 10. Directors, Executive Officers and Corporate Governance.	12
Item 11. Executive Compensation.	14
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	14
Item 13. Certain Relationships and Related Transactions, and Director Independence.	15
Item 14. Principal Accounting Fees and Services.	15
PART IV	17
Item 15. Exhibits, Financial Statement Schedules.	17
SIGNATURES	18

FORWARD-LOOKING STATEMENTS

Certain of the statements made or incorporated by reference in this Form 10-K, including those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report, may constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, and which may cause the actual results, performance or achievements of the Company, or the commercial banking industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that may be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “target,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance.

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. You should not place undue reliance on any forward-looking statements, since those statements speak only as of the date that they are made. We have no obligation and do not undertake to publicly update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise, except as may otherwise be required by law.

PART I

Item 1. Business.

General Information

Except for statements of historical fact, certain information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” ‘would,” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations, or of our financial position, or state other “forward-looking” information. Tiger Oil and Energy, Inc. (“The Company” or “TGRO”) believes that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control. Further, we urge you to be cautious of the forward-looking statements that are contained in this Form 10-K because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. These factors may cause our actual results to and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial position.

Corporate History

Tiger Oil and Energy, Inc.,( formerly UTEC INC., formerly Lyon Capital Venture Corp., is a Nevada corporation organized on November 8, 1993 as a “For Profit” corporation for the purpose of engaging in any lawful activity. The Company was in the development stage through December 31, 2006. The year ended December 31, 2007, is the first year during which the Company is considered an operating company and was no longer considered in a development stage. On January 10, 2007, the Company purchased 100% of the shares of UTEC Corporation, Inc. from Energetic Systems Inc. LLC, for a total consideration of 22,500,000 of the Company’s par value $0.001 common shares and 20,000 of the Company’s par value $0.001 preferred shares. Each share of our preferred stock entitles the owner to 2,500 votes. Shares of our preferred shares can be converted to two common for one preferred. The Company also issued 2,525,000 common shares in finder’s fees.

Our business was to offer state of the art testing and analysis to clients worldwide. The Company operated a chemical research and development laboratory near Riverton, Kansas, which specialized in commercial explosives development and analysis. The Company also operated a destructive test facility near Hallowell, Kansas, which specializes in determining the detonating characteristics of commercial explosives.

In 2007, we licensed technology covering the use of cold plasma oxidizer technology for the destruction of solid and liquid hazardous chemicals and biological waste. During 2007 and 2008, the Company worked to validate the technology and prepare a business plan for its commercialization.

In April 2009, the Company divested its commercial explosives development, analysis, testing and manufacturing business (“Legacy Business”) to eliminate the need to inject new capital into the Company to support this business, and concentrate on raising the funds necessary to commercialize its hazardous waste destruction business in exchange for the 22,500,000 shares of its common stock originally issued to Energetic Systems Inc. LLC.

Business of Issuer

For more than 30 years, the predecessor companies to the Company’s subsidiary have been involved in the research and development of commercial explosive products used by the construction, quarrying and mining industries in North America and elsewhere in the world. The legacy business of the company actually had its start in the commercial explosives business of Gulf Oil Limited, and one of the sites currently occupied by the Company is a former coal mine which was mined by a subsidiary of Gulf Oil, and served as Gulf Explosives bulk truck garage, etc.

The Company operated three marketing units, all under the management of Dr. Fortunato Villamagna, CEO.

1. Energetic Materials, which includes the development and testing of commercial explosives.

2. Specialty Chemicals and Raw Materials, which distributes chemicals that are used in commercial explosives; and

3. Hazardous Chemicals and Biological Waste Destruction, a marketing unit that utilizes a new patented technology for the destruction of biological waste and other hazardous chemicals and military munitions. This marketing unit is commercializing the Cold Plasma Oxidizer Technology for the total and complete destruction of solid and liquid hazardous chemicals and biological waste.

In March of 2007, we entered into an agreement with Ceramatec Inc., of Salt Lake City, Utah, and licensed the world–wide exclusive rights to manufacture and market a Waste Destruction System utilizing the Cold Plasma Oxidizer Technology.

A decision was made to sell the legacy business to Energetic Systems, Inc., LLC., and retain within the UTEC consolidated group the Ceramatec license and waste destruction assets developed over the past two years. This will minimize the immediate cash requirements of the company. The sale was completed on April 26, 2009, effective as of April 1, 2009. UTEC, Inc. and its wholly owned subsidiary UTEC Corporation continue as public companies, retaining the assets of the waste destruction business. We abandoned these activities upon changing its business direction and the purchase of Jett Rink Oil LLC.

The Hazardous Chemicals & Biological Waste Destruction business was developmental and we did not sell any units.

On September 2, 2009 the Company received a termination notice from Ceramatec that this agreement was cancelled for non-performance. The Company had issued 850,000 of its $.001 par value common shares to Ceramatec that Ceramatec could sell starting two years from the date of the agreement. These unregistered shares were issued under section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving any public offering.

On October 1, 2009 the Company purchased 100% of the outstanding shares of C2R Energy Commodities Inc for the issuance of 4,050,000 of the Company’s $0.001 par value common shares. These unregistered shares were issued under section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving any public offering.

On October 1, 2009, the Board of Directors asked Suresh Subramanian to step down as President and J. Curt Stafford to step down as CFO of the Company pursuant to a condition of the Company’s agreement with CR2 Energy Commodities Corp. Effective October 1, 2009, the Board of Directors appointed Fortunato Villamagna as President and CEO; Kenneth B. Liebscher as Secretary and Howard Bouch as CFO.

On May 26, 2010, Fortunato Villamagna and David Taylor resigned from the Board of Directors and Ken Liebscher was appointed President/CEO and Howard Bouch was appointed Secretary and CFO.

On July 29, 2010, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Jett Rink Oil, LLC, a Kansas limited liability company (“Jett Rink”) and Bill Herndon, the sole member of Jett Rink, pursuant to which the Company agreed to acquire from Bill Herndon all of the membership interest in Jett Rink in exchange for 10,000,000 shares of the Company’s Common Stock. Jett Rink is involved in the business relating to the exploration, development and production of oil and gas in the United States. The shares were issued under the exemption provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D.

On August 16, 2010, UTEC, Inc., a Nevada corporation (the “ Company ”), entered into a First Amendment to Exchange Agreement with Jett Rink Oil, LLC, a Kansas limited liability company (“ Jett Rink ”), and Bill Herndon, the sole member of Jett Rink, whereby the Exchange Agreement dated July 29, 2010 (the “ Exchange Agreement ”) was amended by deleting Section 5.03(h) with respect to the Company’s name change to “Tiger Energy, Inc.” as a condition to closing of the Exchange Agreement.

Utec, Inc. formed Tiger Oil and Energy, Inc. as a wholly owned subsidiary on August 20, 2010. Tiger Oil and Energy, Inc. had no operations, business plan or activity of any kind. At the closing of the Exchange Agreement, Jett Rink became a wholly-owned subsidiary of the Company and the Company acquired the business and operations of Jett Rink. The Exchange Agreement contains customary representations, warranties, and conditions to closing.

On September 14, 2010, an addendum to the Exchange Agreement was signed to delete Section 5.03(j) from the Exchange Agreement and the Amendment thereto in its entirety.

On September 28, 2010, Tiger Oil and Energy, Inc. executed an Exchange Agreement with Jet Rink Oil, LLC, making Jet Rink Oil a wholly owned subsidiary of Tiger Oil and Energy. The closing of the Agreement was subject to the satisfaction of certain pre-closing conditions, including (i) changing the name of the Company to “Tiger Oil and Energy, Inc.,” (ii) the cancellation of all of the 4,650,000 outstanding options that have been granted to the Company’s key employees, consultants, officers and directors pursuant to the Company’s non-qualified stock option plan, and (iii) completion of audited financial statements of Jett Rink, among others. These closing conditions were satisfied and the Merger Agreement was consummated on October 29, 2010. Accordingly, the Company changed its corporate name to Tiger Oil and Energy, Inc. (TGRO).

As part of the Jett Rink agreement, the Company owns interests in two oil and gas wells of approximately 50 acres located in Creek County, State of Oklahoma, together with any personal property and lease equipment located thereon. Currently both these wells are shut-in and we will be evaluating these wells as to cost of putting back into production versus the expected revenues to be earned form the wells.

On August 6, 2010 the Board increased its Directors to five with the addition of Mr. Bill Herndon, Mr. Ryan Kerr and Mr. Paul Liebman.Mr. Herndon has been an oil operator in Kansas and Oklahoma for the past five years.

On October 27th, 2010 we entered into a co-development agreement with Black Hawk Exploration, (BHWX), in which we, after an investment of $400,000 by the Company in a new well in Black Hawk’s Cowley County lease, we will earn a 40% working interest in the # 1 Baker well, BHWX will receive a 50% interest in the new well and TGRO will have the right to participate in the nine-well rework program at the Cowley Prospect. BHWX will receive a 20% interest in any other new well TGRO drills on Black Hawk’s current or future Cowley County, Kansas leases and Black Hawk has the option to invest in each additional new well drilled by TGRO on a prorated basis up to an additional 30%.

On October 29, 2010, Tiger Oil and Energy, Inc. (formerly UTEC) closed its Exchange Agreement with Jet Rink Oil, LLC, making Jet Rink Oil a wholly owned subsidiary of TigerOil and Energy.

On November 29th the Company expanded its original agreement and entered into a co-development agreement with Black Hawk Exploration covering approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the leases within the Prospect Area and has an undivided 81.5% working interest in and to the oil and gas leases and their previous 10 shut-in oil and gas wells.

The joint agreement includes in one shut-in oil/gas well, the #1 Baker, located on the Keith Baker lease. Also subject to joint development is a 100% interest in 9 other oil wells previously shut-in. The Company’s program calls for re-working all 10 locations directly or in joint venture with Black Hawk and returning all of them to cash flow production.

On February 3, 2011, Mr. Paul Liebman tendered his resignation from the Board of Directors.

On Feb. 4th, 2011, we retained International IR Inc. (IRR) to provide media services. IIR is a strategic consulting firm that works primarily with emerging growth companies in the resource sector. IIR will focus on providing multiple information platforms to TGRO’s shareholders and advise as well as negotiate on behalf of the Company, acquisition, exploration and joint venture agreements and strategies.

On February 9th, 2011, - we acquired a 100% interest in three Oil and Gas leases totaling 400 acres in Southern Kansas, comprised of three historically productive properties. Our Geologist has reviewed the Holman #2, #3, #4, and #5; the Adams #1 and the Glasse wells commonly known as the Wise #1 and Roberts #1 and have recommended a seven-well exploration and production study. All the leases acquired by the parties covering lands within the prospect area are owned 100% by TGRO with an undivided eighty-one and one-half percent (81.5%) working interest in the oil and gas leases described. The Company issued a Note and 250,000 shares of its common stock in the acquisition. We will require an investment of $400,000 to initiate putting these wells back into production. Management believes this can be accomplished and is considering various options to acquire this funding, but has not yet entered into an agreement to do so.

On March 31, 2011 we purchased, at auction, two shut-in oil wells in Ness County KS for cash.

On June 12, 2012 Mr. Herndon resigned from the Board of Directors of the Company and the company cancelled 10,000,000 shares of common stock that were held by the officer.

The company will continue to evaluate shut in wells in the states of Kansas and Oklahoma with intention of putting historically productive wells back into production at the least cost. We will then need to enter into private placement agreements to fund the programs.

Indemnification of Directors and Officers

Our bylaws contain provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the same language asSection 78.7502 of the Nevada Revised Statutes. Article 12 of the Company’s Articles of Incorporation provides for the Company’s ability to indemnify its officers, directors,employees and agents, subject to the limitations provided in Nevada Revised Statutes 78.7502, for expenses actually and reasonably incurred. No indemnification shall bemade if the proposed party has been adjudged to be liable to the company or where the matter was settled without court approval. Indemnification must be made upon adetermination by a majority of the uninterested Board, and if not available, by the shareholders or by a court of competent jurisdiction.

Item 1A. Risk Factors.

Not Applicable

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties.

Our offices are located at 7230 Indian Creek Lane, Ste 201, Las Vegas, NV 89149. The facilities are on a month to month basis at a cost of $400 per month. Specific direct expenses incurred such as telephone and secretarial services are charged back to the Company at cost.

Item 3. Legal Proceedings.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock trades on the Over-The-Counter Bulletin Board (OTC:BB) under the symbol TGRO. The following table shows the high and low trading prices for the past two years.


	2013				2012
	High		Low		High		Low
Qtr 1		0.2		0.1		0.15		0.10
Qtr 2		0.2		0.07		0.21		0.1
Qtr 3		0.175		0.51		0.1		0.1
Qtr 4		0.159		0.1		0.12		0.1

We did not make any dividend payments during the fiscal years ended December 31, 2013 or 2012 and have no plans to pay dividends in the foreseeable future. We did not repurchase any shares of our common stock during the fiscal year ended December 31, 2013 or 2012.

Transfer Agent: Empire Stock Transfer Co., 1859 Whitney Mesa Dr., Henderson, NV 89014

The Company did not make any repurchases of its securities during the year ended December 31, 2013.

Item 6. Selected Financial Data.

Not Applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This 10K contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers arecautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments.

Going Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed agoing concern opinion because uncertainties raise doubts about the Issuers ability to continue as a going concern.

Background

On October 29, 2010, the Company consummated a voluntary share exchange transaction between the Company on one hand and Jett Rink Oil, LLC, a Kansas limited liability company(“Jett Rink”) and Bill Herndon, the sole member of Jett Rink, on the other hand, pursuant to which the Company has acquired from Bill Herndon all of the membership interestin Jett Rink in exchange for approximately 10,000,000 shares of the Company’s Common Stock and Jett Rink has become a wholly-owned subsidiary of the Company.

Corporate Overview

Unless otherwise indicated, in this 10K, references to “we,” “our,” “us,” the “Company,” “TGRO” refer to Tiger Oil and Energy, Inc., a Nevada corporation (formerly UTEC, Inc.)and Jett Rink which became a wholly owned subsidiary October 29, 2010 after the closing of the voluntary share exchange transaction described above.. Future plans include the exploration, development and production of oil and gas in the United States.Our current focus is to secure $1,400,000 in financing to increase our holdings and develop our current oil and gas assets over the next twelve months.

2007 was the first year of operation for the Company after it acquired the UTEC Corporation from Energetic Systems Inc, LLC. In 2007, the Company was organized into three marketing units, Energetic Materials, Specialty Chemicals and Raw Materials and Hazardous Chemicals and Biological Waste Destruction. The Company’s historical legacy business was primarily constituted by the first two marketing units and almost exclusively within the commercial explosives market. The new marketing unit, Hazardous Chemicals and Biological Waste Destruction was in a development stage through June of 2009, and had no commercial revenues. This business unit was structured in order to pursue commercialization of Cold Plasma Oxidizer waste destruction systems during 2009. During the latter part of 2008, the Directors and Management conducted a review of the Company’s business prospects and concluded that the legacy activities of UTEC Corporation were not sufficient to fund development and commercialization of the waste destruction business. Consequently, the Directors and Management began exploring various means to continue the growth of the business and fund the final development and commercialization of the waste destruction technology licensed from Ceramatec. A decision was made to sell the legacy business to Energetic Systems, Inc., LLC., and retain within the UTEC consolidated group the Ceramatec license and waste destruction assets developed over the past two years. The effect of this would be to simplify and focus the activities of the Company on the waste destruction business, eliminate the need to inject additional cash required to fund the legacy business, and thereby make the Company more attractive to potential lenders and investors. The sale was completed on April 26, 2009, with effect from April 1, 2009. On September 2, 2009 the Company received a termination notice from Ceramatec that this agreement was cancelled for non-performance. The Company had issued 850,000 of its $.001 par value common shares to Ceramatec that Ceramatec could sell starting two years from the date of the agreement. These unregistered shares were issued under section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving any public offering.

On July 29, 2010, UTEC, Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with Jett Rink Oil, LLC, a Kansas limited liability company (“Jett Rink”) and Bill Herndon, the sole member of Jett Rink, pursuant to which the Company agreed to acquire from Bill Herndon all of the membership interest in Jett Rink in exchange for 10,000,000 shares of the Company’s Common Stock. Jett Rink is involved in the business relating to the exploration, development and production of oil and gas in the United States.

The Company consummated a voluntary share exchange transaction between the Company on one hand and Jett Rink Oil, LLC, a Kansas limited liability company(“Jett Rink”) and Bill Herndon, the sole member of Jett Rink, on the other hand, pursuant to which the Company has acquired from Bill Herndon all of the membership interestin Jett Rink in exchange for approximately 10,000,000 shares of the Company’s Common Stock and Jett Rink has become a wholly-owned subsidiary of the Company.

The closing of the Merger Agreement was subject to the satisfaction of certain pre-closing conditions, including (i) changing the name of the Company to “Tiger Oil and Energy, Inc.,” (ii) the cancellation of all of the 4,650,000 outstanding options that had been granted to the Company’s key employees, consultants, officers and directors pursuant to the Company’s non-qualified stock option plan, and (iii) completion of audited financial statements of Jett Rink, among others. These closing conditions were satisfied and the Exchange Agreement was consummated on October 29, 2010. Accordingly, the Company changed its corporate name to Tiger Oil and Energy, Inc.

On October 27th, 2010 Tiger Oil and Energy, Inc. (TGRO) entered into a co-development agreement with Black Hawk Exploration, in which the Company, after an investment of $400,000 by TGRO in a new well in Black Hawk’s Cowley County lease, the Company will earn a 40% working interest in the # 1 Baker well, BHWX will receive a 50% interest in the new well and TGRO will have the right to participate in the 9 well rework program at the Cowley Prospect. BHWX will receive a 20% interest in any other new well TGRO drills on Black Hawk’s current or future Cowley County, Kansas leases and Black Hawk has the option to invest in each additional new well drilled by TGRO on a prorated basis up to an additional 30%.

On November 29^th the Company expanded its original agreement and entered into a joint venture agreement with Black Hawk Exploration covering approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the leases within the Prospect Area and has an undivided 81.5% working interest in and to the oil and gas leases and their previous 10 shut-in oil and gas wells.

The Company through its acquisition of Jett Rink LLC owns interests in two oil and gas wells for approximately 50 acres located in Creek County, State of Oklahoma, together with any personal property and lease equipment located thereon. These two wells are shut-in and produce no revenue.

Our current focus is to secure $1,400,000 in financing to increase our holdings and develop our current oil and gas assets over the next twelve months.

Revenues

Revenues from continuing operations for the year ended December 31, 2013 were $-0. The Company divested all assets that generated revenue in the period ended June 30, 2009 as part of the sale of the legacy business.

Operating Expenses

Operating expenses for the year ended December 31, 2013 and 2012 were $49,782 and 107,009, respectively. The majority of these expenses related to general and administrative expenses totaling $47,290 and $34,579 for the 2013 and 2012 fiscal years, respectively, and $-0- and $65,540 in impairment expense for the years ended December 31,2013 and 2012. The Company also recognized accretion expense of $2,492 and $6,590, and management fees of $-0- and $300, during the years ended December 31, 2013, respectively.

Other Income (Expenses)

During the years ended December 31, 2013 and 2012 the Company recognized interest expense in the amount of $2,664 and $1,721, respectively. The Company also recognized a loss on sale of oil and gas leases totaling $31,866 and $-0- in 2013 and 2012, respectively. Additionally, the Company recognized a gain on derivative liability of $2,635 in 2013 and a loss of $321in 2012. The Company also recognized a gain on forgiveness of debt in the amount of $-0- in the year ended December 31, 2013 and $2,272 in 2012.

Discontinued Operations

In April 2009, the Company sold its commercial explosives development, analysis, testing and manufacturing business (“Legacy Business”) in a non-cash transaction to a related party in exchange for stock in the Company totaling 22,500,000 shares. The stock was cancelled in July of 2009. For the year ended December 31, 2009 the Company recognized income from discontinued operations in the amount of $309,650, and a loss on the disposal of discontinued operations in the amount of $1,730,742.

Net Loss

For the years ended December 31, 2013 and 2012, the Company recognized net losses in the amounts of $17,945 and $106.779, respectively.

Liabilities

The Company’s liabilities primarily consist of current amounts payable or accrued to trade creditors. At December 31, 2013 and 2012 the Company holds a note payable with an outstanding balance of $110,200 and $109,640, respectively. The Company also has a derivative liability balance of $-0- and $3,304 at December 31, 2013, and 2012, respectively.

Liquidity and Capital Resources

As of December 31, 2013, the Company had $269 in current assets, consisting of $69 in cash, and deposits of $200, compared to $336 in current assets at December 31, 2012, which consisted of cash of $136 and deposits of $200. Total liabilities at December 31, 2013, totaled $139,637 compared to $174,796 at December 31, 2012. The current liabilities at December 31, 2013 consisted of accounts payable and accrued expenses of $22,414, notes payable of $110,200. At December 31, 2012 the current liabilities consisted of accounts payable and accrued expenses of $12,895, notes payable of $109,640, and derivative liability of $3,304.

During 2009 and 2010, cash flows from the legacy business, supplemented with short-term borrowings from related parties, was used to support the waste destruction business development program. Following a general business review at the end of 2008, management determined that the legacy business could support both its ongoing operations as well as the development of the waste destruction business on its operations alone. Consequently, the board of directors, in consultation with management and major shareholders, took the following step.In April 2009, the Company sold its commercial explosives development, analysis, testing and manufacturing business (“Legacy Business”) in a non-cash transaction to a related party in exchange for stock in the Company totaling 22,500,000 shares. The stock was cancelled in July of 2009.

The Company estimates that it will require $400,000 to accomplish its short-term goal of bringing shut-in wells back into production and the company's sole source of liquidity to this point has been through the sale of common stock. Such funding that is required to maintain liquidity will come in the form of equity sales of common stock.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The Financial Statements are included at the end of the signature page.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A(T). Controls and Procedures.

As of December 31, 2013, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Internal Control Over Financial Reporting

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of Dec. 31, 2013. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the fiscal year covered by this Annual Report on Form 10-K that our internal control over financial reporting has not been effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of Dec. 31, 2013:

i)	Lack of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation.

ii)

Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.

iii)	Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting.

The Company has not taken any steps at this time to address these weaknesses but will formulate a plan before fiscal year ending December 31, 2014.

Item 9B. Other Information.

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The names, ages, and respective positions of the directors, officers, and significant employees of the Company are set forth below.

Name	Position Held with the Company	Age	Date First Elected or Appointed
Kenneth Liebscher	President and Director	71	July 1, 2006 to present
Howard Bouch	Chief Financial Officer and Director Secretary Treasurer	69	January 12, 2007 to present
Ryan Kerr	Director	44	August 6, 2010 to present

Kenneth B. Liebscher, President, CEO, Director and Chairman.

Ken Liebscher is a 70-year-old international businessman with 40 years of securities and executive management experience. Mr. Liebscher is a graduate of St. George’s School, Vancouver, B.C. and also attended the University of British Columbia. In 22 years with the world’s largest dental products manufacturer, Dentsply International Inc., Mr. Liebscher held several positions culminating as the Manager of their West Coast Division, headquartered in San Francisco California. Mr. Liebscher was recruited by a major Europe based competitor, Ivoclar Liechtenstein to lead their entry into the North American market and, within two years, became Executive Vice President of Sales and Marketing and helped expand this company’s sales to $300,000,000 US before retiring.

Mr. Liebscher became a director of a publicly held company called E.T.C. Industries Ltd. in 1992 and became President of its wholly owned subsidiary, THE ELECTRIC CAR COMPANY and, in 1994, led a team that developed the MI 6 prototype electric car from the ground up. Mr. Liebscher has served on the Board of Directors of Belmont Resources Inc., listed on the TSX Venture Exchange (BEA.V) from 1992 to October, 2009. Mr. Liebscher also serves on the Board of directors of Lucky Boy Silver Corp. (OTC BB SRVS).

Howard Bouch, Director

Howard Bouch, age 68, is a Private Practice Chartered Accountant with over 37 years of Public and Private international experience. Mr. Bouch originally qualified as a Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp, Zambia working as Head Office Chief Accountant for Nchanga Consolidated Copper Mines (world’s 2nd largest) from 1972 - 1976. In 1976 Mr. Bouch returned to the UK and joined Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr. Bouch was Chief Accountant of a private building firm in Cumbria, England from 1978 - 1984. In 1984 Mr. Howard Bouch established a Private Practice as a Chartered Accountant and continues to provide professional services to Cumbrian firms to the present. Mr. Bouch is a Director of Viavid Broadcasting Inc., a fully reporting, US Public Company, trading on the Pink Sheets under the symbol (VVDB) and Director and CFO of Universal Potash Corp. (UPCO). He is also as Director and CFO of Black Hawk Exploration Inc., (BHWX) and Director and CFO of Convenientcast, Inc. (CVCT).

Ryan Kerr, Director

Mr. Kerr, age 43 currently manages Inland Oil Corp., his family-owned business. Mr. Kerr has over 16 years’ experience in locating, producing, completing and general operations in the oil and gas industry. Mr. Kerr has successfully drilled and completed hundreds of wells throughout the Mid-continent region and is actively involved with development and operations of fields in this region. Mr. Kerr’s extensive experience in oil and gas exploration and production is furthered as an exploration geologist where he has consulted on several water-flood and in fill drilling projects throughout Oklahoma, Kansas, North Dakota, Wyoming, New Mexico, Texas, and California. Currently, Mr. Kerr has been heading drilling programs for several operators in Oklahoma, as well as design and implementation of a Nitrogen gas flood in Wagoner County Oklahoma in the Stone Bluff Field. This project consisted of flooding 1,200+ - acres with the producing interval from the Dutcher Sand zone at a depth of 1250’feet. Production since the start of the nitrogen injection flood has been increased from the formation at a rate of 1 MMCF per day.

The Officers and Directors have not been involved in legal proceedings that impair their ability to perform their duties as Officers and Directors.

Code of Ethics

Effective April 1, 2008, our company’s Board of Directors adopted a Code of Business Conduct and Ethics that applies to existing and all new, among other persons, our company’s CEO, CFO and secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

Compliance with applicable governmental laws, rules and regulations;

The prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

Accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on May 15, 2008 as an Exhibit to our Form 10. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Tiger Oil and Energy, Inc, 7230 Indian Creek Ln., Ste 201, Las Vegas, NV 89149

Item 11. Executive Compensation.

The following charts include compensation and options received by all Officers and Directors of the Company.

Officers and Directors

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards		Non- Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Kenneth Liebscher	2012		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
Howard Bouch	2012						0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
Bill Herndon	2012		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
Ryan Kerr	2012		0		0		0		0		0		0		0		0
	2009		0		0				0		0		0		0		0

OPTIONS

There are no options granted.

For the year ended December 31, 2013 and 2012 share-based compensation expense of $-0- and $-0- was recognized, respectively.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The owners of 5% or more of the Shares, as well as the officers and directors who own Shares as of December 31, 2013, are set forth in the following chart:

Title of Class	Name of Beneficial Owner		Amount and Nature of Beneficial Owner		Percent of Class
Preferred Stock	Kenneth Liebscher, President/CEO And Director		20,000		47.6	%
Preferred Stock	Howard Bouch, CFO and Director	Nil			0	%
Preferred Stock	Bill Herndon Director	Nil			0	%
Preferred Stock	Ryan Kerr, Director	Nil			0	%
Preferred Stock	All Officers and Directors as a group of Preferred Stock		20,000		47.6	%
Common Stock	The Excalibur Group A.G.		9,400,000	⁽¹⁾	22	%
Common Stock	Howard Bouch, CFO and Director		2,150,000		5	%

Common Stock	Ryan Kerr, Director		2,000,000		4.7	%
Common Stock	Kenneth Liebscher, President/CEO and Director		2,000,000		4.7	%
Common Stock	All Officers and Directors as a group of Common Stock		18,150,000		42.5	%

⁽¹⁾The Excalibur Group A.G. is owned by Lionel R. Welch, 51A Dean St., Belize City, Belize C.A.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Other than as set forth in this Item 7, there are no relationships, transactions, or proposed transactions to which the registrant was or is to be a party, in which any of the named persons set forth in Item 404 of Regulation SK had or is to have a direct or indirect material interest.

As indicated under Description of Business, the Company, on January 10, 2007, entered into a purchase agreement with Energetic Systems Inc., LLC. to purchase 100% of the shares of UTEC Corporation LLC (“Energetic Purchase Agreement”). Under the terms of the Energetic Purchase Agreement, Energetic Systems Inc. LLC. (ESI) was paid 22,500,000 Common Shares and 20,000 Preferred Shares of the Company. In April 2009, the Company sold its commercial explosives development, analysis, testing and manufacturing business (“Legacy Business”) in a non-cash transaction to ESI in exchange for stock in the Company totaling 22,500,000 common shares. The common stock was cancelled in July of 2009.

On January 11, 2007, the Company entered into an agreement with Redstone Management Services, a company owned by Dr. Fortunato Villamagna, former CEO of our company. In April 2009, the Company sold its commercial explosives development, analysis, testing and manufacturing business (“Legacy Business”) in a non-cash transaction to a related party in exchange for stock in the Company totaling 22,500,000 shares. The stock was cancelled in July of 2009.

From time to time the Company enters into arrangements for the provision of services from one or more of its Directors, or companies in which its Directors have a financial interest. The company has chosen to adopt NASD’s definition of independent director. Under such definition, Howard Bouch qualifies as an independent director.

Item 14. Principal Accounting Fees and Services.

On Nov. 2, 2009, the accounting firm of Sadler, Gibb & Associates, LLC was engaged as the Registrant’s independent registered public account firm.


	2013		2012
Audit Fees	$	9,500	$	9,500
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	9,500	$	9,500

Services rendered by Sadler Gibb & Associates for the year ended December 31, 2013 in connection with fees presented above were as follows:

● Audit fees consist of fees for professional services provided in connection with the audit of our consolidated financial statements, the review of our quarterly consolidated financial statements and the audit of the effectiveness of our internal control over financial reporting.

●All Other Fees. For fiscal 2012, all Other Fees related to professional services provided in conjunction with reviewing the Form 10Q, the selling of a subsidiary of the Company or issues related to consolidation and restructuring.

POLICY ON AUDIT COMMITTEE

Among its other duties, the Audit Committee is solely responsible for the appointment, compensation and oversight of the audit and permissible non-audit services provided by our independent registered public accounting firm. Pursuant to the Audit Committee’s charter, the Chairman of the Audit Committee has been delegated responsibility to review and pre-approve audit and permissible non-audit services to be provided by our independent registered public accounting firm. The Chairman of the Audit Committee then reports such pre-approvals to the full Audit Committee at its next regularly scheduled meeting. In accordance with this pre-approval policy, management communicates, on an ongoing basis, specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee Chairman reviews these requests and advises management whether the engagement of the independent registered public accounting firm is approved. On a periodic basis, management subsequently reports to the Audit Committee regarding the actual spending for particular projects and in connection with categories of services.

Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. Rather, the members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accounting firm.

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate filings made by the Company, including this proxy statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “soliciting material” or to be incorporated by reference into any prior or future filings made by the Company.

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the year ended December 31, 2013.

Based on the reviews and discussions with the audit group, we have recommended to the Board that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Audit Chairman

Howard Bouch

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibits:

Exhibit No.	Document	Location

3.1	Articles of Incorporation	Previously filed*

3.2	Articles of Amendment – Allwest	Previously filed*

3.3	Articles of Amendment – Lyons Capital	Previously filed*

3.4	Articles of Amendment – UTEC	Previously filed*

3.5	Articles of Amendment – Share Increase	Previously filed**

3.6	Bylaws	Previously filed* (As Exhibit 3.5)

14.1	Code of Business Conduct and Ethics	Previously filed*

31.1	Rule 13a-41(a)/15d-14(a) Certificates

32.1	Section 1350 Certifications

*Previously filed on May 14, 2008 as exhibits to Form 10-12G.

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.

Tiger Oil and Energy, Inc

*/s/ Kenneth B Liebscher*		*/s/ Howard Bouch*

Kenneth B. Liebscher, Director & CEO		Howard Bouch, CFO

Date March 31, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


*/s/ Kenneth Liebscher*		March 21, 2014
Kenneth Liebscher,		Date
President, CEO, Director

*/s/ Howard Bouch*		March 21, 2014
Secretary, Treasurer, CFO Director		Date

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013 and 2012

	Page(s)
Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012		F-2

Condensed Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, and from the Period of April 30, 2009 (Inception) to December 31, 2013		F-3

Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012 and from the Period of April 30, 2009 (Inception) to December 3, 2013		F-4

Consolidated Statements of Stockholders Deficit for the Period of April 30, 2009 (Inception) to December 31, 2013		F-5

Notes to the Financial Statements		F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Tiger Oil and Energy, Inc.

(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Tiger Oil and Energy, Inc. (“the Company”) as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and from the period from inception on April 30, 2009 through December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tiger Oil and Energy, Inc. as of December 31, 2013 and 2012, and the results of their operations and cash flows for the years then ended and for the period from inception on April 30, 2009 through December 31, 2013, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activities, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

March25, 2014

F-1

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Consolidated Balance Sheets

	December 31,			December 31,
	2013			2012

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	69		$	136
Deposit		200			200

Total Current Assets		269			336

TOTAL ASSETS	$	269		$	336

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	22,414		$	12,895
Note payable		110,200			91,000
Note payable - related parties		—			18,640
Derivative liability		—			3,304

Total Current Liabilities		132,614			125,839

LONG-TERM LIABILITIES
Asset retirement obligation		7,023			48,957

Total Long-Term Liabilities		7,023			48,957

TOTAL LIABILITIES		139,637			174,796

STOCKHOLDERS' DEFICIT
Preferred stock - 1,000,000 shares authorized,
$0.001 par value; 42,013 issued and outstanding		42			42
Common stock - 74,000,000 shares authorized,
$0.001 par value; 42,728,159 shares issued
and outstanding		42,728			42,728
Additional paid-in capital		4,275,176			4,222,139
Deficit accumulated incurred prior to the exploration stage		(524,202	)		(524,202	)
Deficit accumulated during the exploration stage		(3,933,112	)		(3,915,167	)

Total Stockholders' Deficit		(139,368	)		(174,460	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	269		$	336


The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Operations

	For the Years Ended						From Inception on April 30, 2009 through
	December 31,						December 31,
	2013			2012			2013

REVENUES	$	—		$	—		$	—

OPERATING EXPENSES
Accretion expense		2,492			6,590			16,910
Amortization of deferred tax benefit		—			—			170,800
Impairment of assets		—			65,540			1,030,673
Management fees		—			300			1,112,724
General and administrative		47,290			34,579			347,926

Total Operating Expenses		49,782			107,009			2,679,033

LOSS FROM OPERATIONS		(49,782	)		(107,009	)		(2,679,033	)

OTHER INCOME (EXPENSE)
Interest expense		(2,664	)		(1,721	)		(6,306	)
Other income (expense)		—			—			40,000
Gain on forgiveness of debt		—			2,272			113,946
Gain (loss) on derivative liability		2,635			(321	)		(669	)
Loss on sale of oil and gas leases		31,866			—			20,042

Total Other Income (Expense)		31,837			230			167,013

LOSS BEFORE TAXES		(17,945	)		(106,779	)		(2,512,020	)
Provision for income taxes		—			—			—

NET LOSS FROM CONTINUING OPERATIONS		(17,945	)		(106,779	)		(2,512,020	)
Net income from discontinued operations		—			—			309,650
Loss on disposal of discontinued operations		—			—			(1,730,742	)

Loss from Discontinued Operations,
Net of Income Taxes		—			—			(1,421,092	)

NET LOSS	$	(17,945	)	$	(106,779	)	$	(3,933,112	)

BASIC AND DILUTED LOSS PER SHARE
FROM CONTINUING OPERATIONS	$	(0.00	)	$	(0.00	)

BASIC AND DILUTED LOSS PER SHARE
FROM DISCONTINUED OPERATIONS	$	—		$	—

TOTAL BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		47,181,711			47,181,711





The accompanying notes are a integral part of these condensed consolidated financials statements.

F-3

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Deficit

											Additional
	Preferred Stock				Common Stock						Paid-In			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Total

Balance, December 31, 2006		22,013	$	22		25,917,159		$	25,917		$	—		$	(33,951	)	$	(8,012	)

Common stock issued for acquisition
at $0.08 per share		—		—		22,500,000			22,500			1,879,439			—			1,901,939

Common shares issued for finders
fee at $0.001 per share		—		—		2,525,000			2,525			—			—			2,525

Preferred shares issued for acquisition
at $0.001 per share		20,000		20		—			—			—			—			20

Common stock issued pursuant to employment
stock grants at $0.06 per share		—		—		1,914,000			1,914			105,487			—			107,401

Common shares issued for intangible assets
at $0.08 per share		—		—		850,000			850			70,750			—			71,600

Common shares issued for services
at $0.45 per share		—		—		50,000			50			22,450			—			22,500

Capital contribution by shareholder		—		—		—			—			38,250			—			38,250

Net loss for the year ended
December 31, 2007		—		—		—			—			—			(285,341	)		(285,341	)

Balance, December 31, 2007		42,013		42		53,756,159			53,756			2,116,376			(319,292	)		1,850,882

Cancelled share issued pursuant to
employee stock grants		—		—		(1,898,000	)		(1,898	)		(105,485	)		—			(107,383	)

Common stock issued for cash
at $0.38 per share		—		—		110,000			110			41,874			—			41,984

Option expense pursuant to employee
option plan		—		—		—			—			96,750			—			96,750

Net loss for the year ended
December 31, 2008		—		—		—			—			—			(204,910	)		(204,910	)

Balance, December 31, 2008		42,013	$	42		51,968,159		$	51,968		$	2,149,515		$	(524,202	)	$	1,677,323

The accompanying notes are an integral part of these consolidated financial statements.

F-4

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Deficit

											Additional
	Preferred Stock				Common Stock						Paid-In		Accumulated
	Shares		Amount		Shares			Amount			Capital		Deficit			Total

Balance, December 31, 2008		42,013	$	42		51,968,159		$	51,968		$	2,149,515	$	(524,202	)	$	1,677,323

Option expense pursuant to employee
option plan		—		—		—			—			401,250		—			401,250

Operational segment sold in exchange
for common stock		—		—		(22,500,000	)		(22,500	)		22,500		—			—

Common stock issued for purchase
of subsidiary at $0.01 per share		—		—		4,050,000			4,050			36,450		—			40,500

Common stock issued for cash
at $0.05 per share		—		—		600,000			600			29,400		—			30,000

Net loss for the year ended
December 31, 2009		—		—		—			—			—		(2,442,684	)		(2,442,684	)

Balance, December 31, 2009		42,013		42		34,118,159			34,118			2,639,115		(2,966,886	)		(293,611	)

Common stock issued for services
at $0.05 per share in October 2010		—		—		8,000,000			8,000			392,000		—			400,000

Common stock issued in acquisition of
Jett Rink subsidiary		—		—		10,000,000			10,000			500,000		—			510,000

Common stock issued for services at
$0.16 pere share on December 30, 2010		—		—		360,000			360			57,240		—			57,600

Contributed capital		—		—		—			—			579,034		—			579,034

Net loss for the year ended
December 31, 2010		—		—		—			—			—		(106,779	)		(106,779	)

Balance, December 31, 2010		42,013	$	42		52,478,159		$	52,478		$	4,167,389	$	(3,073,665	)	$	1,146,244




The accompanying notes are an integral part of these consolidated financial statements.

F-5

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Deficit


											Additional
	Preferred Stock				Common Stock						Paid-In		Accumulated
	Shares		Amount		Shares			Amount			Capital		Deficit			Total

Balance, December 31, 2010		42,013	$	42		52,478,159		$	52,478		$	4,167,389	$	(4,261,353	)	$	(41,444	)

Common stock issued for purchase oil
and gas leases at $0.18 per share		—		—		250,000			250			44,750		—			45,000

Net loss for the year ended
December 31, 2011		—		—		—			—			—		(71,237	)		(71,237	)

Balance, December 31, 2011		42,013		42		52,728,159			52,728			4,212,139		(4,332,590	)		(67,681	)

Cancellation of shares		—		—		(10,000,000	)		(10,000	)		10,000		—			—

Net loss for the year ended
December 31, 2012		—		—		—			—			—		(106,779	)		(106,779	)

Balance, December 31, 2012		42,013		42		42,728,159			42,728			4,222,139		(4,439,369	)		(174,460	)

Gain on sale of oil and gas leases to related party		—		—		—			—			42,005		—			42,005

Write off of derivative due to extinguishment of debt		—		—		—			—			669		—			669

Forgiveness of debt		—		—		—			—			3,354		—			3,354

Write off asset retirement obligation		—		—		—			—			7,009		—			7,009

Net loss for the year ended
December 31, 2013		—		—		—			—			—		(17,945	)		(17,945	)

Balance, December 31, 2013
		42,013	$	42		42,728,159		$	42,728		$	4,275,176	$	(4,457,314	)	$	(139,368	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows

							From Inception
							on April 30 2009
	For the Years Ended						through
	December 31,						December 31,
	2013			2012			2013
OPERATING ACTIVITIES
Net loss	$	(17,945	)	$	(106,779	)	$	(3,933,112	)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Depreciation, amortization and accretion expense		2,492			6,590			20,439
Impairment of assets		—			65,540			909,431
Change in derivative liability		(2,635	)		321			669
Employee option grants issued		—			—			46,500
Cancellation of employee stock option shares		—			—			354,750
Impairment of intangible assets		—			—			121,242
Common stock issued for services		—			—			457,600
Gain on settlement of debt		—			—			(111,457	)
Deferred tax asset		—			—			170,800
Gain on sale of oil and gas leases		(31,866	)		—			(20,042	)
Changes in operating assets and liabilities:
Deposits		—			(200	)		(200	)
Accounts receivable		—			42,000			42,000
Related-party payables		—			—			299,002
Accounts payable and accrued liabilities		12,387			(4,720	)		(15,243	)
Accrued salaries		—			—			83,333

Net Cash Provided by (Used in) Continuing
Operating Activities		(37,567	)		2,752			(1,574,288	)
Net Cash Provided by Discontinued Operating Activities		—			—			1,678,016
Net Cash Provided by (Used in) Operating Activities		(37,567	)		2,752			103,728

INVESTING ACTIVITIES
Purchase of oil and gas leases		—			—			(217,556	)
Capitalized exploration and development costs		—			(5,358	)		(9,703	)

Net Cash Used in Continuing Investing Activities		—			(5,358	)		(227,259	)
Net Cash Used in Discontinued Investing Activities		—			—			—
Net Cash Used in Investing Activities		—			(5,358	)		(227,259	)

FINANCING ACTIVITIES
Proceeds from related party payable		—			35,000			76,000
Repayments on related-party payables		—			(35,000	)		(35,000	)
Proceeds from notes payable		37,500			—			52,500
Proceeds from the sale of common stock		—			—			30,000

Net Cash Provided by (Used in) Continuing
Financing Activities		37,500			—			123,500
Net Cash Used in Discontinued Financing Activities		—			—			—
Net Cash Provided by (Used in) Financing Activities		37,500			—			123,500

NET INCREASE (DECREASE) IN CASH	$	(67	)	$	(2,606	)	$	(31	)
CASH AT BEGINNING OF PERIOD		136			2,742			100

CASH AT END OF PERIOD	$	69		$	136		$	69


The accompanying notes are an integral part of these condensed consolidated financial statements.

F-7

TIGER OIL AND ENERGY, INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows


	For the Years Ended				From Inception on April 30, 2009 through
	December 31,				December 31,
	2103		2012		2013

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:
Income taxes	$	—	$	—	$	—
Interest		—		—		—

NON CASH FINANCING ACTIVITIES:
Common stock issued in purchases
of subsidiaries	$	—	$	—	$	550,500
Common stock and note issued for oil
and gas leases		—		—		80,000
Common stock cancelled		—		—		20,500
Contributed capital from forgiveness
of debt of a related-party		—		—		579,034
Sale of oil and gas leases to related
party for notes receivable and debt		49,683		—		42,000
Increase in asset retirement obligations		—		—		15,933
Forgiveness of debt from a related party		3,354		—		3,354

F-8

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Tiger Oil and Energy, Inc., formerly UTeC, Inc., is a Nevada corporation organized on November 8, 1993 as a “For Profit” corporation for the purpose of engaging in any lawful activity. On January 10, 2007, the Company purchased 100% of the shares of UTeC Corporation, Inc. In 2007, the Company licensed technology covering the use of cold plasma oxidizer technology for the destruction of solid and liquid hazardous chemicals and biologicals. During 2007 and 2008, the Company worked to validate the technology and prepare a business plan for its commercialization.

In April 2009, the Company divested its commercial explosives development, analysis, testing and manufacturing business to eliminate the need to inject new capital into the Company to support this business, and concentrate on raising the funds necessary to commercialize its hazardous waste destruction business. At this time, the Company re-entered the development stage.

Prior to the divestiture, the Company’s business was to offer state of the art testing and analysis to clients worldwide. The Company operated a chemical research and development laboratory near Riverton, Kansas, which specialized in commercial explosives development and analysis. The Company also operated a destructive test facility near Hallowell, Kansas, which specialized in determining the detonating characteristics of commercial explosives.

On October 1, 2009 the Company entered into an agreement to purchase 100% of the outstanding shares of C2R Energy Commodities, Inc., a Nevada corporation, in exchange for 4,050,000 shares of the Company’s restricted common stock. The Company entered into this agreement due primarily to the fact that C2R owned certain intellectual property that the Company wished to acquire.

On October 29, 2010, the Company acquired all of the membership interest in Jett Rink Oil, LLC (“Jett Rink”) in exchange for 10,000,000 shares of the Company’s Common Stock. Jett Rink is involved in the business relating to the exploration, development and production of oil and gas in the United States. At the closing of the Exchange Agreement, Jett Rink became a wholly-owned subsidiary of the Company and the Company acquired the business and operations of Jett Rink.

Basis of Presentation

The accompanying audited consolidated financial statements and related notes include the activity of the Company and its two wholly-owned subsidiaries, C2R Energy Commodities, Inc. and Jett Rink Oil, LLC and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-K. All inter-company balances and transactions have been eliminated.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

Exploration Stage Company Classification

Effective April 30, 2009, the Company has re-entered the exploration stage. The Company divested its main revenue producing operations and since that date has not achieved significant revenue from its principle operations. The Company is a therefore currently an exploration stage company as defined by ASC 915.

F-9

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Consolidation

The accompanying consolidated financial statements included all of the accounts of the Company and its wholly-owned subsidiaries, C2R, Inc., a Nevada Corporation, and Jett Rink Oil, LLC, a Kansas Limited Liability Company. All intercompany transactions have been eliminated.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company at times may maintain a cash balance in excess of insured limits.

Property, Plant and Equipment

Property and equipment are stated at cost. Major additions and improvements are capitalized in the month following the month in which the assets or improvement are deemed to be placed in service. Maintenance and repairs are expensed as incurred. Upon disposition, the net book value is eliminated from the accounts, with the resultant gain or loss reflected in operations. Depreciation expense is computed on a straight-line basis over the estimate useful lives of the assets as follows:

Building and leasehold improvements			10-25 years
Machinery and equipment			5 years
Furniture and fixtures			3-7 years

The Company periodically assesses the recoverability of property, plant and equipment and evaluates such assets for impairment whenever events or changes in circumstances indicate that the net carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the net carrying amount.

F-10

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

The Company follows the provisions of ASC 360 for its long-lived assets. The Company’s long-lived assets, which include test equipment and purchased intellectual property rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company determined that purchased oil and gas property rights, equipment and machinery, and construction in process were deemed to be fully impaired and written-off during the year ended December 31, 2010. As such, the Company recognized impairment expense of $515,878 in connection with its ownership of oil and gas property rights, and $328,013 in connection with its ownership of various machinery, equipment, and other assets categorized as construction in progress for a total impairment expense recognized during the year ended December 31, 2010 of $843,891.

The Company determined that additional oil and gas property rights purchased during the year ended December 31, 2011 were deemed to be fully impaired and written-off during the year ended December 31, 2012. The impairment was deemed necessary by the Company due to the fact that the carrying value of the assets was deemed to be greater than the fair value of the assets. As such, the Company recognized impairment expense of $65,540 for the year ended December 31, 2012. No impairment expense was recognized for the year ended December 31, 2011 or for the year ended December 31, 2013.

Fair Value of Financial Instruments

The Company follows ASC 825 in accounting for its financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at December 31, 2013December 31, 2013 and 2012, respectively.

Stock-based Compensation

The Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

F-11

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Provision for Taxes

The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. This method requires that the current or deferred tax consequences of all events recognized in the financial statements be measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.

Basic and Diluted Loss per Share

Basic and diluted loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents outstanding as of December 31, 2013.

Reporting Segments

ASC 280 establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. Currently, ASC 280 has no effect on the Company’s consolidated financial statements as substantially all of the Company’s operations are conducted in one industry segment.

Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and natural gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to income. Depletion and depreciation of proved oil and gas properties is calculated on the units-of-production method based upon estimates of proved reserves. Such calculations include the estimated future costs to develop proved reserves. Oil and gas reserves are converted to a common unit of measure based on the energy content of 6,000 cubic feet of gas to one barrel of oil. Costs of un evaluated properties are not included in the costs subject to depletion. These costs are assessed periodically for impairment.

F-12

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Asset Retirement Obligation

The Company follows ASC 410, Asset Retirement and Environmental Obligations which requires entities to record the fair value of a liability for asset retirement obligations (“ARO”) and recorded a corresponding increase in the carrying amount of the related long-lived asset. The asset retirement obligation primarily relates to the abandonment of oil and gas properties. The present value of the estimated asset retirement cost is capitalized as part of the carrying amount of oil and gas properties and is depleted over the useful life of the asset. The settlement date fair value is discounted at our credit adjusted risk-free rate in determining the abandonment liability. The abandonment liability is accreted with the passage of time to its expected settlement fair value. Revisions to such estimates are recorded as adjustments to ARO are charged to operations in the period in which they become known. At the time the abandonment cost is incurred, the Company is required to recognize a gain or loss if the actual costs do not equal the estimated costs included in ARO.

The ARO is based upon numerous estimates and assumptions, including future abandonment costs, future recoverable quantities of oil and gas, future inflation rates, and the credit adjusted risk free interest rate.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

Note Receivable – Related Party

During the year ended December 31, 2011 the Company sold a 70 percent working interest (55.55 percent net revenue interest) in certain oil and gas properties to a related party for $42,000. The consideration for the sale was received by the Company in the form of a promissory note. The note is unsecured, non-interest bearing, and due on demand. As of December 31, 2012, the Company had received payment in full.

F-13

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 4 – OIL AND GAS PROPERTIES

On February 1, 2011, the Company entered into an agreement with a related party to purchase a 100 percent working interest (80 percent net revenue interest) in certain of its oil and gas leases in Cowley County, Kansas. As consideration for the purchase, the Company issued a non-interest bearing note for $35,000, and 250,000 shares of its common stock valued at the market rate of $0.18 per share. The total consideration paid for the leases was $80,000. The property is being accounted for under the full cost method of accounting.

On April 1, 2011, the Company acquired a 100 percent working interest and an 80 percent net revenue interest in two oil and gas wells located in Ness County, Kansas. The Company acquired interests in two oil wells located on approximately 240 leased acres. The wells had been shut down in previous years and are not producing as of the date of this report. The effective date of the purchase and sale was April 1, 2011. The purchase price paid for the acquisition was $1,000 at auction and the properties carry a $2,109 aggregate annual surface lease agreement payment. The property is being accounted for under the full cost method of accounting. On September 13, 2013 these leases were terminated and the plugging responsibilities were assigned to an unrelated third party. As a result the Company wrote down the asset retirement obligation for these leases which resulted in a gain of $31,866.

On October 20, 2011 the Company sold a 70 percent working interest in certain of its oil and gas leases in Cowley County, Kansas. As consideration for this purchase, the Company received a note receivable in the amount of $42,000. Pursuant to this transaction the Company recorded a 70 percent decrease in its cost basis on these properties, totaling $56,000. The $14,000 difference between the $56,000 decrease in cost basis and the $42,000 consideration received in the sale has been recorded as a loss on sale of oil and gas leases.

Sale of Interests in Cowley County Leases to Related Party - On June 1, 2013 the Company sold its 30 percent interest in certain of its oil and gas leases in Cowley County, Kansas to a related party. As consideration for the oil and gas leases a related party forgave $34,400 of the Company’s notes payable and $2,054 of accrued interest that was owed to the related party. Pursuant to this purchase the Company wrote down the asset retirement obligation associated with these leases of $5,551 to additional paid-in capital.

Oil and gas properties are stated at cost. The Company recognized impairment expense totaling $-0- and $65,540 during the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and December 31, 2012 oil and gas properties consisted of the following:

	December 31, 2013			December 31, 2012

Unproved properties	$	65,540		$	65,540
Impairment of oil and gas leases		(65,540	)		(65,540	)

Net oil and gas properties	$	—		$	—

F-14

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On September 20, 2010 the Company borrowed a total of $15,000 from an unrelated third-party entity. The note bears interest at a rate of six percent per annum and is convertible at the option of the lender into common shares of the Company at the average bid quote for a period of five days prior to conversion. The note has no formal payment terms or due date, other than being due one demand.

Pursuant to this conversion feature, the Company recognized a discount on convertible debt on the note date. As of December 31, 2012 the Company had amortized the entire debt discount to interest expense, leaving $-0- and $-0- in unamortized debt discount at December 31, 2012 and 2013, respectively.

On June 1, 2013, this note was purchased by a related party and forgiven as part of the related party’s purchase of the oil and gas properties.

NOTE 6 – DERIVATIVE LIABILITY

On September 20, 2010 the Company executed a convertible note payable in the amount of $15,000 which is convertible at the option of the lender into common shares of the Company at the average bid quote for a period of five days prior to conversion. The note has no formal payment terms or due date, other than being due one demand.

The fair value of the conversion option of the convertible note has been recognized as a derivative liability on the date of issuance with all future changes in the fair value of these conversion options being recognized in earnings in the Company’s statement of operations under the caption “Other income (expense) – Gain (loss) on derivative liability” until such time as the note is converted or the conversion feature expires.

The Company uses the Black-Scholes options pricing model to value the derivative liability and subsequent re-measurement. Included in the model for the re-measurement are the following assumptions: risk free rate of between 0.01 and 0.02 percent, and annual volatility of between 218 and 235 percent.

ASC 815 requires the Company to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value of the derivatives as gain (loss) on the income statements. The Company recorded a loss on the derivative liability in the amount of $1,491 for the six months ended June 30, 2012. On June 1, 2013 the derivative liability was revalued and written off in connection with the forgiveness of debt in exchange for the certain oil and gas leases of the Company, which led to the Company recording a gain on the derivative liability in the amount of $2,635 for the six months ended September 30, 2013. The Company wrote off the remaining derivative liability in the amount of $699 corresponding to the debt forgiven. At December 31, 2013 and December 31, 2012, the derivative liability balance was $-0- and $3,304, respectively.

F-15

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 7 – STOCKHOLDERS’ DEFICIT

The Company has 1,000,000 preferred shares authorized at a par value of $0.001 and 74,000,000 common shares authorized at par value of $0.001. As of December 31, 2011 the Company has 42,013 shares of preferred stock and 42,728,159 shares of common stock issued and outstanding. The following is a list of the Company’s common stock issuances for the years ended December 31, 2013 and 2012:

During the year ended December 31, 2013 the Company (1) recorded a gain on sale of assets and wrote off a pro-rata portion of asset retirement obligations in connection with the sale of oil and gas properties to a related party that was recorded to additional paid-in capital of $42,005 and $7,009, respectively, (2) was forgiven of $3,354 of debt owed to a related party that was recorded to additional paid in capital, and (3) recorded a additional paid-in capital of $669 which represented the remaining derivative liability outstanding on convertible notes payable at the time of extinguishment of debt in exchange for the sale of oil and gas properties.

NOTE 8 – INCOME TAXES

No provision has been made in the financial statements for income taxes because the Company has accumulated losses from operations since inception. Any deferred tax benefit arising from the operating loss carried forward is offset entirely by a valuation allowance since it is currently not likely that the Company will be significantly profitable in the near future to take advantage of the losses. The provision for income taxes consists of the following:

	For the Years Ended
	December 31,
	2013			2012
Current taxes	$	(6,101	)	$	(36,305	)
Change in derivative liability		(896	)		(109	)
Valuation allowance		6,997			36,414
Total provision for income taxes	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2013December 31, 2013 and 2012 due to the following:

	December 31,
	2013			2012
Loss carry forwards (expire through 2033)	$	916,555		$	937,133

Total gross deferred tax asset		398,450			229,027
Valuation allowance		(398,450	)		(229,027	)
Net deferred taxes	$	—		$	—

At December 31, 2013, the Company had net operating loss carry forwards of approximately $1,299,002 that may be offset against future taxable income through 2033. The Company adopted the provisions of ASC 740 at the beginning of fiscal year 2008. As a result of this adoption, the Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company has not had operations resulting in net income and is carrying a large Net Operating Loss as disclosed above. Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.

F-16

TIGER OIL AND ENERGY, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 9 – COMMITMENTS AND CONTINGENCIES

On December 8, 2013, the Company has signed an election to participate in the first of three wells with TOTO Energy LLC in Cowley County Kansas. The Company will earn a 30% working interest and a 24.45% net royalty interest in the well. Cost of the first well has increased to $630,000 because of the cold weather for drilling and fracking each well with the Company’s cost of 30% to be $189,000 per well and will be scheduled for early spring.

On December 12, 2013, the Company has secured a commitment from an unrelated party for the $600,000 required to proceed with drilling plans for the Cowley County KS in partnership with TOTO Energy LLC. The Company will earn up to a 30% working interest and a 24.45% net royalty interest in the wells drilled and fracked.

The terms of the agreement call for the Company to receive three tranches of $200,000 each on a callable convertible note wherein the Company borrows the sum at 5% interest for one year and the investor can elect to continue to receive the interest on the note or have the Company issue the investor shares of common stock of the Company at $0.50 per share to retire the debt. The Company has received $400,000 of the $600,000 subsequent to December 31, 2013.

NOTE 10 – SUBSEQUENT EVENTS

On January 6, 2014 the Company repaid $111,000 of notes payable and $2,300 of accrued interest. Also, subsequent to December 31, 2013 the Company received $400,000 in connection with the convertible note financing commitment disclosed in Note 9, the terms of which call for the Company to receive three tranches of $200,000 each on a callable convertible note wherein the Company borrows the sum at 5% interest for one year and the investor can elect to continue to receive the interest on the note or have the Company issue the investor shares of common stock of the Company at $0.50 per share to retire the debt.

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

F-17

Attached files

Tiger Oil & Energy, Inc. Reports

Also read