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EX-31.1 - EXHIBIT 31.1 - ARKANOVA ENERGY CORP.exhibit31-1.htm
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EX-32.1 - EXHIBIT 32.1 - ARKANOVA ENERGY CORP.exhibit32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

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

For the transition period from ____________ to ____________

Commission file number 000-51612


(Exact name of registrant as specified in its charter)

Nevada 68-0542002
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.

305 Camp Craft Road, Suite 525, Austin, TX 78746
(Address of principal executive offices) (zip code)

512.222.0975
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]      No [   ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 Exchange Act).
Yes [   ]    No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
54,182,267 common shares issued and outstanding as at May 12, 2014.


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 1
                   Item 1. Financial Statements 1
                   Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
                   Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
                   Item 4. Controls and Procedures. 16
   
PART II - OTHER INFORMATION 16
                   Item 1. Legal Proceedings 16
                   Item 1A. Risk Factors 16
                   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
                   Item 3. Defaults Upon Senior Securities 24
                   Item 4. Mine Safety Disclosures. 24
                   Item 5. Other Information. 24
                   Item 6. Exhibits. 26
   
SIGNATURES 29


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the unaudited, consolidated interim financial statements for the three and six months ended March 31, 2014 include all adjustments necessary in order to ensure that the unaudited consolidated interim financial statements are not misleading.


2

Arkanova Energy Corporation
Consolidated Balance Sheets
(unaudited)

    March 31,     September 30,  
    2014     2013  
             
ASSETS            
   Cash and cash equivalents $  2,288,785   $  540,636  
   Short term investment   25,032     15,000  
   Oil and gas receivables   119,113     134,842  
   Prepaid expenses and other   500,460     299,147  
Total current assets   2,933,390     989,625  
Property and equipment, net of accumulated depreciation and impairment
    of $307,735 and $255,032
  296,607     273,581  
Oil and gas properties, full cost method            
Evaluated, net of accumulated depletion and impairment of $17,737,408
    and $17,332,325
  763,228     1,066,680  
Other Assets   97,000     97,000  
Total assets $  4,090,225   $  2,426,886  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
   Accounts payable $  322,121   $  521,681  
   Accrued liabilities   262,347     392,058  
   Due to related party   52,029     265,029  
   Notes payable   19,235     10,127,592  
   Project advances   1,395,000      
   Other liabilities   37,500     37,500  
Total current liabilities   2,088,232     11,343,860  
Loans payable   46,155     55,867  
Notes payable   11,811,025      
Asset retirement obligations   142,334     135,888  
Other liabilities   65,625     84,375  
Total liabilities   14,153,371     11,619,990  
             
Contingencies and commitments            
Stockholders’ Deficit            
Common Stock, $0.001 par value, 1,000,000,000 shares authorized, 54,182,267 (September 30, 2013 – 49,514,115) shares issued and outstanding   54,182     49,514  
Additional paid-in capital   19,387,453     18,823,339  
Accumulated deficit   (29,504,781 )   (28,065,957 )
Total stockholders’ deficit   (10,063,146 )   (9,193,104 )
Total liabilities and stockholders’ deficit $  4,090,225   $  2,426,886  

See accompanying notes to unaudited consolidated financial statements


3

Arkanova Energy Corporation
Consolidated Statements of Operations
(unaudited)

    Three months     Three months     Six months     Six months  
    Ended     Ended     Ended     Ended  
    March 31,     March 31,     March 31,     March 31,  
    2014     2013     2014     2013  
                         
Revenue                        
                         
   Oil and gas sales $  172,050   $  189,589   $  385,318   $  380,181  
   Operator income   20,250     20,250     40,500     40,500  
                         
Total revenue   192,300     209,839     425,818     420,681  
                         
                         
Expenses                        
                         
   General and administrative expenses   362,412     307,236     712,011     633,328  
   Oil and gas production costs   210,743     130,903     403,230     280,699  
   Accretion expenses   3,225     2,939     6,446     5,874  
   Depletion   79,514     58,702     160,355     118,310  
   Impairment of oil and gas properties   152,317         244,728      
   Loss on disposal of equipment       1,917         1,917  
                         
Operating loss   (615,911 )   (291,858 )   (1,100,952 )   (619,447 )
                         
Other income (expenses)                        
                         
   Interest expense   (175,093 )   (119,283 )   (337,872 )   (261,337 )
   Gain on derivative liability       2,764         2,919  
   Loss on settlement of debt               (29,165 )
   Gain on forgiveness of debt               14,466  
                         
Net loss $  (791,004 ) $  (408,377 ) $  (1,438,824 ) $  (892,564 )
                         
Loss per share – basic and diluted $  (0.01 ) $  (0.01 ) $  (0.03 ) $  (0.02 )
                         
Basic weighted average common shares outstanding   53,664,000     49,514,000     51,566,000     48,212,000  
Diluted weighted average common shares outstanding   53,664,000     49,514,000     51,566,000     48,212,000  

See accompanying notes to unaudited consolidated financial statements


4

Arkanova Energy Corporation
Consolidated Statements of Cash Flows
(unaudited)

    Six months     Six months  
    Ended     Ended  
    March 31,     March 31,  
    2014     2013  
             
Operating Activities            
   Net loss $  (1,438,824 ) $  (892,564 )
             
   Adjustment to reconcile net loss to net cash provided by (used in)
    operating activities:
       
             
       Accretion   6,446     5,874  
       Depreciation   52,703     32,934  
       Depletion   160,355     118,310  
       Impairment of oil and gas properties   244,728      
       Gain on derivative liability       (2,919 )
       Stock-based compensation   101,967      
       Loss on settlement of debt       29,165  
       Gain on forgiveness of debt       (14,466 )
       Loss on disposal of equipment         1,917  
             
   Changes in operating assets and liabilities:            
       Prepaid expenses and other receivables   (228,974 )   7,601  
       Oil and gas receivables   43,390     (61,471 )
       Accounts payable and accrued liabilities   (199,592 )   (153,928 )
       Accrued interest   337,104     260,554  
       Project advances   1,395,000      
       Due to related parties   (213,000 )   3,650  
             
Net Cash Provided by (Used in) Operating Activities   261,303     (665,343 )
             
Investing Activities            
             
     Purchase of equipment   (75,729 )   (37,112 )
     Proceeds from disposal of equipment       187  
     Oil and gas property expenditures   (101,631 )   (19,383 )
     Purchase of short term investment   (10,000 )    
             
Net Cash Used in Investing Activities   (187,360 )   (56,308 )
             
Financing Activities            
             
     Principal payments on debt   (30,794 )   (316,995 )
     Repayment of related party loan       (600,000 )
     Proceeds from issuance of promissory notes   1,705,000     1,500,000  
     Proceeds from issuance of common stock       300,000  
             
Net Cash Provided by Financing Activities   1,674,206     883,005  
             
Net Change in Cash   1,748,149     161,354  
             
Cash and cash equivalents – beginning of period   540,636     74,356  
             
Cash and cash equivalents – end of period $  2,288,785   $  235,710  

Supplemental Cash Flow and Other Disclosures (Note 11)

See accompanying notes to unaudited consolidated financial statements


5

Arkanova Energy Corporation
Notes to Unaudited Consolidated Financial Statements

NOTE 1: BASIS OF PRESENTATION

Arkanova Energy Corporation (formerly Alton Ventures, Inc.) (“Arkanova” or the “Company”) was incorporated in the state of Nevada on September 6, 2001 to engage in the acquisition, exploration and development of mineral properties.

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended September 30, 2013. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2013 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the six months ended March 31, 2014 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.

NOTE 2: GOING CONCERN

Arkanova is primarily engaged in the acquisition, exploration and development of oil and gas resource properties. Arkanova has incurred losses of $29,504,781 since inception at March 31, 2014. Management plans to raise additional capital through equity and/or debt financings. These factors raise substantial doubt regarding Arkanova’s ability to continue as a going concern.

NOTE 3: SHORT TERM INVESTMENT

On November 22, 2013, the Company invested in a deposit for $25,000 (September 30, 2013 - $15,000). The term of the investment is 12 months, maturing on November 22, 2014 and bears interest at a rate of 0.5% annually. The investment is to secure a letter to the US Environmental Protection Agency for $23,595 for one of the Company’s wells.

NOTE 4: OIL AND GAS INTERESTS

Arkanova is currently participating in oil and gas exploration activities in Arkansas, Colorado and Montana. All of Arkanova’s oil and gas properties are located in the United States.

Proven and Developed Properties, Arkansas and Colorado and Montana

At March 31, 2014 the carrying value of the evaluated oil and gas properties exceeded the present value of the estimated future net revenue, therefore, an impairment of $244,728 (September 30, 2013 - $519,125) was recorded. The carrying value of Arkanova’s evaluated oil and gas properties at March 31, 2014 and September 30, 2013 was $763,228 and $1,066,680, respectively.


6

NOTE 5: EARNINGS (LOSS) PER SHARE

A reconciliation of the components of basic and diluted net income per common share is presented in the tables below:

    For the Three months Ended March 31,  
          2014                 2013        
          Weighted                 Weighted        
          Average                 Average        
          Common                 Common        
    Income     Shares     Per     Income     Shares     Per  
    (Loss)     Outstanding     Share     (Loss)     Outstanding     Share  
Basic:                                    
Income (loss) attributable to common stock $  (791,004 )   53,664,000   $  (0.01 ) $  (408,377 )   49,514,000   $  (0.01 )
Effective of Dilutive Securities:                        
Stock options and other                        
                                     
Diluted:                                    
Income (loss) attributable to common stock, including assumed conversions $  (791,004 )   53,664,000   $  (0.01 ) $  (408,377 )   49,514,000   $  (0.01 )

    For the Six months Ended March 31,  
          2014                 2013        
          Weighted                 Weighted        
          Average                 Average        
          Common                 Common        
    Income     Shares     Per     Income     Shares     Per  
    (Loss)     Outstanding     Share     (Loss)     Outstanding     Share  
Basic:                                    
Income (loss) attributable to common stock $  (1,438,824 )   51,566,000   $  (0.03 ) $  (892,564 )   48,212,000   $  (0.02 )
Effective of Dilutive Securities:                        
Stock options and other                        
                                     
Diluted:                                    
Income (loss) attributable to common stock, including assumed conversions $  (1,438,824 )   51,566,000   $  (0.03 ) $  (892,564 )   48,212,000   $  (0.02 )

NOTE 6: RELATED PARTY TRANSACTIONS

a)

At March 31, 2014, the Company owed management fees of $5,000 (September 30, 2013 - $145,000) to the President of the Company and $47,029 (September 30, 2013 - $120,029) to the CFO of the Company.

   
b)

On March 1, 2014, the Company granted 300,000 options to the Company’s CEO and 300,000 options to the Company’s CFO. The fair value of the stock options granted was $23,289.

NOTE 7: NOTES PAYABLE

(a)

On November 15, 2013, the Company’s subsidiary entered into a Loan Modification Agreement to borrow an additional $1,705,000 for a total amount of $11,811,025, extend the maturity date from March 31, 2014 to December 31, 2015, and converted outstanding accrued interest of $466,815 into 4,668,152 shares of common stock at a deemed price of $0.10 per share. The common shares were issued on January 10, 2014. Refer to Note 8.

   

Arkanova evaluated the November 15, 2013 modification under the guidance found in ASC 470-50 and ASC 470-60 and determined that the carrying value of the 2012 Note did not exceed the total future cash payments of the 2013 Note and that the notes were not substantially different. As a result, it was concluded that the revised terms constituted a debt modification rather than a debt extinguishment and no gain or loss was recorded.

   
(b)

On November 24, 2009, the Company entered into a loan agreement in the amount of $56,303 to purchase equipment. The loan bears interest at 7.69% and is to be repaid in 48 equal monthly installments commencing December 30, 2009. During the six months ended March 31, 2014, the Company repaid a principal amount of $2,707. At March 31, 2014, the balance of the loan is $nil.



7

(c)

On June 25, 2013, the Company entered into a loan agreement in the amount of $79,300 to purchase equipment. The loan bears interest at 3.95% and is to be repaid in 48 equal monthly installments commencing July 28, 2013. During the six months ended March 31, 2014, the Company repaid a principal amount of $9,337. At March 31, 2014, the balance of the loan is $65,390.

NOTE 8: COMMON STOCK

Common stock

On January 10, 2014, Arkanova issued 4,668,152 shares of common stock to Aton Select Funds Limited as an interest payment for outstanding interest of $466,815.

Stock Options

On April 25, 2007, Arkanova adopted a stock option plan named the 2007 Stock Option Plan (the “Plan”), the purpose of which is to attract and retain the best available personnel and to provide incentives to employees, officers, directors and consultants, all in an effort to promote the success of Arkanova. Prior to the grant of options under the 2007 Stock Option Plan, there were 5,000,000 shares of Arkanova’s common stock available for issuance under the plan.

On July 17, 2010, Arkanova amended and restated the 2008 Amended Stock Option Plan to revise the termination provision for vested Non-Qualified Stock Options. The termination date of vested Non-Qualified Stock Options was extended from a period of three months to a period of one year.

On March 1, 2014, the Company granted 1,600,000 stock options valued at $62,100 with immediate vesting to directors, officers, and employees to acquire 1,600,000 common shares at an exercise price of $0.10 per share expiring in 5 years. The grant date fair value of the options using the Black-Scholes option pricing model was $0.04 using the following assumptions:

Expected dividend yield 0.00%
Expected volatility 209%
Expected life (in years) 5.00
Risk-free interest rate 1.51%

During the six months ended March 31, 2014 and 2013, no stock options were exercised. Stock-based compensation of $101,967 (2013 - $nil) was recorded for the six months ended March 31, 2014. During the six months ended March 31, 2014, nil (2013 - 103,333) stock options expired unexercised.

A summary of Arkanova’s stock option activity is as follows:

          Weighted     Weighted Average        
    Number of     Average     Remaining     Aggregate  
    Options     Exercise Price     Contractual Term     Intrinsic Value  
Outstanding, September 30, 2013   3,200,000   $  0.22              
Granted   1,600,000   $  0.10              
Expired                    
Outstanding, March 31, 2014   4,800,000   $  0.10*              
Exercisable, March 31, 2014   4,800,000   $  0.10*     4.81   $  –  

* On November 15, 2013, Arkanova amended the terms of the outstanding stock options to decrease the exercise price from $0.12 - $0.25 to $0.10 and extend the expiry dates from November 19, 2013 – October 8, 2015 to September 30, 2018 – December 31, 2018. The weighted average grant date fair value of the modified stock options was $0.01 and additional stock-based compensation expense of $39,867 was recognized.

The fair value of each option amendment was estimated on the date of the amendment using the Black-Scholes option pricing model with the following weighted average assumptions:

  Pre - Post -
  Amendment Amendment
     
Expected dividend yield 0.00% 0.00%
Expected volatility 214% 214%
Expected life (in years) 1.42 5.12
Risk-free interest rate 0.23% 1.36%

At March 31, 2014, there was $0 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan. There was $0 intrinsic value associated with the outstanding options at March 31, 2014.


8

Warrants

A summary of the changes in the Company’s common share purchase warrants is presented below:

                Weighted        
          Weighted     Average        
    Number of     Average     Remaining     Aggregate  
    Warrants     Exercise Price     Contractual Term     Intrinsic Value  
                         
                         
Outstanding, September 30, 2013   100,000   $  1.00              
                         
Expired   (100,000 )   1.00              
                         
Outstanding, March 31, 2014     $  –       $  –  

NOTE 9: COMMITMENTS

See Note 7.

(a)

The Company, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks. The Company is not aware of any environmental claims existing as of March 31, 2014, which have not been provided for, covered by insurance or otherwise have a material impact on its financial position or results of operations. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered on the Company’s properties.

   
(b)

On June 10, 2011, the Company commenced a lease agreement for a period of 62 months. The monthly base rate begins at $2,750 and increases every 12 months at the average rate of $2,883 per month over the term of the lease.

   
(c)

On December 14, 2012, the Company reached a preliminary settlement with Ms. Billie Eustice, whereby it is contemplated that the Company will pay Ms. Eustice $150,000 over four years beginning January 28, 2013 in 48 equal monthly installments in settlement of all outstanding matters and issues between Ms. Eustice and the Company, including the balance owing on the consulting agreement in the amount of $125,000, oil barrels in the tanks at time of purchase, and a refund of $12,000 that was a tax refund prior to the purchase of Provident Energy and cashed by Provident Energy after the purchase. During the three months ended December 31, 2012, the Company recorded a loss of $29,165 on settlement of debt which represents the difference between the amount recorded in accounts payable before the settlement and the agreed settlement amount of $150,000. During the six months ended March 31, 2014, the Company repaid a total of $18,750 (March 31, 2013 - $nil) to Ms. Eustice.

NOTE 10: ASSET RETIREMENT OBLIGATION

Changes in Arkanova’s asset retirement obligations were as follows:

    Six months        
    ended     Year ended  
    March 31,     September 30,  
    2014     2013  
             
Asset retirement obligations, beginning of period $  135,888   $  123,827  
Accretion expense   6,446     12,061  
             
Asset retirement obligations, end of period $  142,334   $  135,888  


9

NOTE 11: SUPPLEMENTAL CASH FLOW AND OTHER DISCLOSURES

    Six months     Six months  
    ended     ended  
    March 31,     March 31,  
    2014     2013  
Supplemental Disclosures:            
             
   Interest paid $  1,421   $  –  
   Income taxes paid $  –   $  –  
             
Non-cash Financing and Investing Activities            
   Shares issued to settle accrued interest $  466,815   $  720,000  

NOTE 12: SUBSEQUENT EVENT

On April 7, 2014, the Company received approval from the US Environmental Protection Agency to construct and operate an injection well allowing them to commence the waterflood project on their lease, Two Medicine Cut Bank Sand Unit.


10

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are statements that relate to future events or future financial performance. In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “predict”, “potential”, or “continue”, or the negative of these terms, or other comparable terminology. These statements speak only as of the date of this quarterly report. Examples of forward-looking statements made in this quarterly report include statements pertaining to, among other things:

  • rise in expenses as we proceed to determine the feasibility of developing our current and future property interests;
  • our estimation of expenses we will require over the next 12-month period to fund our plan of operations;
  • our need for, and our ability to raise, capital;
  • management’s assessment that our company is a going concern;
  • re-activation of our waterflood project: and
  • our estimated timeline of exploration activity on our properties.

The material assumptions supporting these forward-looking statements include, among other things:

  • our ability to obtain necessary financing on acceptable terms;
  • timing and amount of expenditures;
  • our ability to obtain necessary drilling and related equipment in a timely and cost-effective manner to carry out exploration activities;
  • retention of skilled personnel;
  • the timely receipt of required regulatory approvals;
  • continuation of current tax and regulatory regimes; and
  • general economic and financial market conditions.

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

  • our ability to establish or find resources or reserves;
  • our need for, and our ability to raise, capital;
  • volatility in market prices for natural gas and crude oil;
  • liabilities inherent in natural gas and crude oil operations;
  • uncertainties associated with estimating natural gas and crude oil resources or reserves;
  • competition for, among other things, capital, resources, undeveloped lands and skilled personnel;
  • geological, technical, drilling and processing problems; and
  • other factors discussed under the section entitled “Risk Factors” in this quarterly report.

These risks, as well as risks that we cannot currently anticipate, could cause our company’s or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance; except as required by applicable law, including applicable securities laws, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


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Our unaudited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Results of Operations for the period ended March 31, 2014 and 2013

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three months ended March 31, 2014 and 2012 which are included herein:

    Three months     Three months     Six months     Six months  
    Ended     Ended     Ended     Ended  
    March 31,     March 31,     March 31,     March 31,  
    2014     2013     2014     2013  
                         
Revenue                        
                         
 Oil and gas sales $  172,050   $  189,589   $  385,318   $  380,181  
 Operator income   20,250     20,250     40,500     40,500  
                         
Total revenue   192,300     209,839     425,818     420,681  
                         
                         
Expenses                        
                         
 General and administrative expenses   362,412     307,236     712,011     633,328  
 Oil and gas production costs   210,743     130,903     403,230     280,699  
 Accretion expenses   3,225     2,939     6,446     5,874  
 Depletion   79,514     58,702     160,355     118,310  
 Impairment of oil and gas properties   152,317         244,728      
 Loss on disposal of equipment       1,917         1,917  
                         
Operating loss   (615,911 )   (291,858 )   (1,100,952 )   (619,447 )
                         
Other income (expenses)                        
                         
 Interest expense   (175,093 )   (119,283 )   (337,872 )   (261,337 )
 Gain on derivative liability       2,764         2,919  
 Gain (loss) on settlement of debt               (29,165 )
 Gain on forgiveness of debt               14,466  
                         
Net (loss) income $  (791,004 ) $  (408,377 ) $  (1,438,824 ) $  (892,564 )

Revenues

During the three months period ended March 31, 2014, our revenues decreased by 8.4% as a result of a decrease in production and lower average price of crude oil.

During the six months period ended March 31, 2014, our revenues increased by 1.2% as a result of a higher average price of crude oil.

Expenses

Expenses increased by 111% during the three months ended March 31, 2014 compared to the same period in 2013 because of a decrease in estimated reserves that resulted in an increase in depletion expense and an impairment being recorded on the property. In addition, production costs have increased and stock-based compensation of $62,100 was recognized for the grant of options.

Expenses increased by 77.7% during the six months ended March 31, 2014 compared to the same period in 2013 because of a decrease in estimated reserves that resulted in an increase in depletion expense and an impairment being recorded on the property. In addition, production costs have increased and stock-based compensation of $101,967 was recognized for the amendment of the terms of outstanding options and the grant of options.


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Liquidity and Capital Resources

Working Capital

      March 31     September 30,  
      2014     2013  
      (unaudited)     (audited)  
  Current assets $  2,933,390     989,625  
  Current liabilities   2,088,232     11,343,860  
  Working capital (deficiency) $  845,158   $  (10,354,235 )

We anticipate that we will require approximately $1,625,000 for operating expenses during the next 12-months as set out below.

Estimated Expenses for the Next 12-Month Period

Re-activate wells / Plug & abandon certain wells $  200,000  
Re-activate one injection well $  425,000  
Employee and Consultant Compensation $  400,000  
Professional Fees $  100,000  
General and Administrative Expenses $  500,000  
Total $  1,625,000  

Our company’s principal cash requirements are for new infield well drilling development and current well reactivations. We anticipate such expenses will rise as we proceed to determine the feasibility of developing our current or future property interests. These expenses represent Provident’s 55% working interest in the lease.

Our company’s cash and cash equivalents will not be sufficient to meet our working capital requirements for the next 12-month period. We estimate that we will require approximately 1,625,000 over the next 12-month period to fund our plan of operations. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next 12-months primarily through the private placement of our equity securities or amendments to our existing debt securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful exploration of our property interests, re-activation of our waterflood project, the identification of reserves sufficient enough to warrant development, successful development of our property interests and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements for the year ended September 30, 2013, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Outstanding Promissory Notes

On November 22, 2013, our company and our wholly owned subsidiary, Arkanova Acquisition Corporation, entered into a further note amendment and interest conversion agreement with Aton effective November 15, 2013, whereby:


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(i) Aton agreed to increase the amount outstanding under the 2013 Note by $1,705,000.00 such that the outstanding principal balance under the 2013 Note equals $11,811,025.00; (ii) Aton shall converted the outstanding accrued interest equal to $466,815.29 into 4,668,152 shares of our common stock at a deemed price of $0.10 per share; and (iii) Aton agreed to extend the maturity date under the 2013 Note from March 31, 2014 to December 31, 2015. The 2013 Note was deemed to be amended in all manners and respects in order to effect the additional loan amount, the conversion and the extension and, in all other respects, the 2013 Note will remain unchanged and in full force and effect.

Drilling, Remediation and Seismic Costs

We estimate that our exploration and development costs on our property interests will be approximately $nil during the next 12-months.

Estimated Timeline of Waterflood Project and Other Activity on Property:

  Date Objective
  August – December 2014 - Re-activate one injection well and recomplete five wells.
  The EPA permit has been approved for the MAX 1 injection well as of April 7, 2014

Employee and Consultant Compensation

Given the early stage of our development and exploration properties, we intend to continue to outsource our professional and personnel requirements by retaining consultants on an as needed basis. We estimate that our consultant and related professional compensation expenses for the next 12-month period will be approximately $400,000 .

On July 17, 2012, we entered into an executive employment agreement with Pierre Mulacek, our chief executive officer, president and a director of our company. We agreed to pay an annual salary of $240,000 to Mr. Mulacek in consideration for him carrying out his duties as an executive of our company. On March 1, 2014, Mr. Mulacek and our company agreed to a reduction in his annual salary from $240,000 to $135,000.

On July 17, 2012, we also entered into an executive employment agreement with Reginald Denny, our chief financial officer and a director of our company. We agreed to pay an annual salary of $190,000 to Mr. Denny in consideration for him carrying out his duties as an executive of our company. The foregoing agreements were entered into as a result of the expiration of previous executive employment agreements with Mr. Denny and Mr. Mulacek. However, as a result of our company accruing a liability with respect to Reginald Denny as a result of our paying only part of Mr. Denny’s current annual salary of $190,000 since approximately January 2012, our company and Mr. Denny agreed to decrease his annual salary to $175,000 effective October 1, 2013. Therefore, on November 15, 2013, we entered into an amendment agreement with Mr. Denny to amend the terms his employment agreement to effect such decrease.

Professional Fees

We expect to incur on-going legal, accounting and audit expenses to comply with our reporting responsibilities as a public company under the United States Securities Exchange Act of 1934, as amended, in addition to general legal fees for oil and gas and general corporate matters. We estimate our legal and accounting expenses for the next 12 months to be approximately $100,000.

General and Administrative Expenses

We anticipate spending $500,000 on general and administrative costs in the next 12-month period. These costs primarily consist of expenses such as salaries, lease payments, office supplies, insurance, travel, office expenses, etc.


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Cash Flows

    Six months     Six months  
    Ended     Ended  
    March 31,     March 31,  
    2014     2013  
Net Cash Provided by (Used in) Operating Activities   261,303     (665,343 )
Net Cash Used in Investing Activities   (187,360 )   (56,308 )
Net Cash Provided by Financing Activities   1,674,206     883,005  

Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities increased during the six months ended March 31, 2014 as compared to the same period in 2013 because of project advances received of $1,395,000 that are to be used for costs incurred related to the waterflood project offset by repayments of outstanding related party balances and accounts payable.

Net Cash Used in Investing Activities

Net cash used in investing activities increased during the six months ended March 31, 2014 as compared to the same period in 2013 due to the purchase of equipment for $75,729 and an increase in oil and gas property expenditures.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased during the six months ended March 31, 2014 as compared to the same period in 2013 because of additional loan proceeds received from Aton of $1,705,000. In the prior period, additional loan proceeds of $1,500,000 were received from Aton, offset by loan and debt repayments.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

We believe that the estimates, assumptions and judgments involved in the accounting policies described in this report have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended September 30, 2013, our independent auditors included an explanatory


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paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations or for our entry into the petroleum exploration and development industry. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.

Oil and Gas Properties

We utilize the full-cost method of accounting for petroleum and natural gas properties. Under this method, we capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. As of March 31, 2014, we had properties with proven reserves. When we obtain proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. We assess the property at least annually to ascertain whether impairment has occurred. In assessing impairment we consider factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. As of March 31, 2014, the proven properties had a net book value of $763,228 using the full cost method.

Asset Retirement Obligations

We account for asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations.

ASC 410-20 requires us to record the fair value of an asset retirement obligation as a liability in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. Asset retirement obligations consists of estimated final well closure and associated ground reclamation costs to be incurred by us in the future once the economic life of our oil and gas wells are reached. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until we settle the obligation.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, these officers concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our company’s disclosure controls and procedures were not effective. The ineffectiveness of our company’s disclosure controls and procedures was due to the existence of material weaknesses identified in our annual report on Form 10-K filed with the Securities and Exchange Commission on December 24, 2013.

The disclosure controls and procedures are controls and procedures that are designed to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control Over Financial Reporting.

There were no changes in our company’s internal control over financial reporting during the fiscal quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.


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Risks Relating to our Business and the Oil and Gas Industry

We have a history of losses and this trend may continue and may negatively impact our ability to achieve our business objectives.

We have experienced net losses since inception, and expect to continue to incur substantial losses for the foreseeable future. Our accumulated deficit was $(29,504,781) as at March 31, 2014. We may not be able to generate significant revenues in the future and our company has incurred increased operating expenses following the recent commencement of production. As a result, our management expects our business to continue to experience negative cash flow for the foreseeable future and cannot predict when, if ever, our business might become profitable. We will need to raise additional funds, and such funds may not be available on commercially acceptable terms, if at all. If we are unable to raise funds on acceptable terms, we may not be able to execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements. This may seriously harm our business, financial condition and results of operations.

We have a relatively limited operating history, which may hinder our ability to successfully meet our objectives.

We have a relatively limited operating history upon which to base an evaluation of our current business and future prospects. We have commenced production in the year ended September 30, 2009 and we do not have an established history of operating producing properties or locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our relatively limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Our operations and proposed exploration activities will require significant capital expenditures for which we may not have sufficient funding and if we do obtain additional financing, our existing shareholders may suffer substantial dilution.

We intend to make capital expenditures far in excess of our existing capital resources to develop, acquire and explore oil and gas properties. We intend to rely on funds from operations and external sources of financing to meet our capital requirements to continue acquiring, exploring and developing oil and gas properties and to otherwise implement our business plan. We plan to obtain additional funding through the debt and equity markets, but we can offer no assurance that we will be able to obtain additional funding when it is required or that it will be available to us on commercially acceptable terms, if at all. In addition, any additional equity financing may involve substantial dilution to our then existing shareholders.

The successful implementation of our business plan is subject to risks inherent in the oil and gas business, which if not adequately managed could result in additional losses.

Our oil and gas operations are subject to the economic risks typically associated with exploration and development activities, including the necessity of making significant expenditures to locate and acquire properties and to drill exploratory wells. In addition, the availability of drilling rigs and the cost and timing of drilling, completing and, if warranted, operating wells is often uncertain. In conducting exploration and development activities, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, development and, if warranted, production activities to be unsuccessful. This could result in a total loss of our investment in a particular well. If exploration efforts are unsuccessful in establishing proved reserves and exploration activities cease, the amounts accumulated as unproved costs will be charged against earnings as impairments.

In addition, market conditions or the unavailability of satisfactory oil and gas transportation arrangements may hinder our access to oil and gas markets and delay our production. The availability of a ready market for our prospective oil and gas production depends on a number of factors, including the demand for and supply of oil and


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gas and the proximity of reserves to pipelines and other facilities. Our ability to market such production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities, in most cases owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business. We may be required to shut in wells for lack of a market or a significant reduction in the price of oil or gas or because of inadequacy or unavailability of pipelines or gathering system capacity. If that occurs, we would be unable to realize revenue from those wells until arrangements are made to deliver such production to market.

Our future performance is dependent upon our ability to identify, acquire and develop oil and gas properties, the failure of which could result in under use of capital and losses.

Our future performance depends upon our ability to identify, acquire and develop additional oil and gas reserves that are economically recoverable. Our success will depend upon our ability to acquire working and revenue interests in properties upon which oil and gas reserves are ultimately discovered in commercial quantities, and our ability to develop prospects that contain proven oil and gas reserves to the point of production. Without successful acquisition and exploration activities, we will not be able to develop additional oil and gas reserves or generate additional revenues. We cannot provide you with any assurance that we will be able to identify and acquire additional oil and gas reserves on acceptable terms, or that oil and gas deposits will be discovered in sufficient quantities to enable us to recover our exploration and development costs or sustain our business.

The successful acquisition and development of oil and gas properties requires an assessment of recoverable reserves, future oil and gas prices and operating costs, potential environmental and other liabilities, and other factors. Such assessments are necessarily inexact and their accuracy inherently uncertain. In addition, no assurance can be given that our exploration and development activities will result in the discovery of additional reserves. Our operations may be curtailed, delayed or canceled as a result of lack of adequate capital and other factors, such as lack of availability of rigs and other equipment, title problems, weather, compliance with governmental regulations or price controls, mechanical difficulties, or unusual or unexpected formations, pressures and or work interruptions. In addition, the costs of exploitation and development may materially exceed our initial estimates.

We have a very small management team and the loss of any member of our team may prevent us from implementing our business plan in a timely manner.

We have two executive officers and a limited number of additional consultants upon whom our success largely depends. We maintain a key person life insurance policy on our president and CEO, but not on anyone else, nor any consultants, the loss of which could seriously harm our business, financial condition and results of operations. In such an event, we may not be able to recruit personnel to replace our executive officers or consultants in a timely manner, or at all, on acceptable terms.

Future growth could strain our personnel and infrastructure resources, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

We expect to experience growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our management to manage growth effectively. This may require us to hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Market conditions or operation impediments may hinder our access to natural gas and oil markets or delay our production.

The marketability of production from our properties depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. This dependence is heightened where this infrastructure is less developed. Therefore, if drilling results are positive in certain areas of our oil and gas


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properties, a new gathering system would need to be built to handle the potential volume of oil and gas produced. We might be required to shut in wells, at least temporarily, for lack of a market or because of the inadequacy or unavailability of transportation facilities. If that were to occur, we would be unable to realize revenue from those wells until arrangements were made to deliver production to market.

Our ability to produce and market natural gas and oil is affected and also may be harmed by:

  • the lack of pipeline transmission facilities or carrying capacity;
  • government regulation of natural gas and oil production;
  • government transportation, tax and energy policies;
  • changes in supply and demand; and
  • general economic conditions.

We might incur additional debt in order to fund our exploration and development activities, which would continue to reduce our financial flexibility and could have a material adverse effect on our business, financial condition or results of operations.

When we incur indebtedness, the ability to meet our debt obligations and reduce our level of indebtedness depends on future performance. General economic conditions, oil and gas prices and financial, business and other factors affect our operations and future performance. Many of these factors are beyond our control. We cannot assure you that we will be able to generate sufficient cash flow to pay the interest on our current or future debt or that future working capital, borrowings or equity financing will be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an offering of our capital stock or a refinancing of our debt include financial market conditions, the value of our assets and performance at the time we need capital. We cannot assure you that we will have sufficient funds to make such payments. If we do not have sufficient funds and are otherwise unable to negotiate renewals of our borrowings or arrange new financing, we might have to sell significant assets. Any such sale could have a material adverse effect on our business and financial results.

Our properties in Colorado and Montana and/or future properties might not produce, and we might not be able to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against them, which could cause us to incur losses.

Although we have reviewed and evaluated our properties in Colorado and Montana in a manner consistent with industry practices, such review and evaluation might not necessarily reveal all existing or potential liabilities. This is also true for any future acquisitions made by us. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, a seller may be unwilling or unable to provide effective contractual protection against all or part of those problems, and we may assume environmental and other risks and liabilities in connection with the acquired properties.

If we or our operators fail to maintain adequate insurance, our business could be materially and adversely affected.

Our operations are subject to risks inherent in the oil and gas industry, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, earthquakes and other environmental risks. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. We could be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could have a material adverse effect on our financial condition and results of operations.

Any prospective drilling contractor or operator which we hire will be required to maintain insurance of various types to cover our operations with policy limits and retention liability customary in the industry. We also have acquired our own insurance coverage for such prospects. The occurrence of a significant adverse event on such prospects that is not fully covered by insurance could result in the loss of all or part of our investment in a particular prospect which could have a material adverse effect on our financial condition and results of operations.


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The oil and gas industry is highly competitive, and we may not have sufficient resources to compete effectively.

The oil and gas industry is highly competitive. We compete with oil and natural gas companies and other individual producers and operators, many of which have longer operating histories and substantially greater financial and other resources than we do, as well as companies in other industries supplying energy, fuel and other needs to consumers. Our larger competitors, by reason of their size and relative financial strength, can more easily access capital markets than we can and may enjoy a competitive advantage in the recruitment of qualified personnel. They may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices for oil and gas more easily than we can. Our competitors may be able to pay more for oil and gas leases and properties and may be able to define, evaluate, bid for and purchase a greater number of leases and properties than we can. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment.

Complying with environmental and other government regulations could be costly and could negatively impact our production.

Our business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of our facilities, the discharge of materials into the environment and other environmental protection issues. Such laws and regulations may, among other potential consequences, require that we acquire permits before commencing drilling and restrict the substances that can be released into the environment with drilling and production activities.

Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Prior to commencement of drilling operations, we may secure limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

Shortages of rigs, equipment, supplies and personnel could delay or otherwise adversely affect our cost of operations or our ability to operate according to our business plans.

If drilling activity increases in Colorado, Montana or the southern United States generally, a shortage of drilling and completion rigs, field equipment and qualified personnel could develop. The demand for and wage rates of qualified drilling rig crews generally rise in response to the increasing number of active rigs in service and could increase sharply in the event of a shortage. Shortages of drilling and completion rigs, field equipment or qualified personnel could delay, restrict or curtail our exploration and development operations, which could in turn harm our operating results.

We will be required to replace, maintain or expand our reserves in order to prevent our reserves and production from declining, which would adversely affect cash flows and income.

In general, production from natural gas and oil properties declines over time as reserves are depleted, with the rate of decline depending on reservoir characteristics. If we are not successful in our exploration and development activities, our proved reserves will decline as reserves are produced. Our future natural gas and oil production is highly dependent upon our ability to economically find, develop or acquire reserves in commercial quantities.


21

To the extent cash flow from operations is reduced, either by a decrease in prevailing prices for natural gas and oil or an increase in exploration and development costs, and external sources of capital become limited or unavailable, our ability to make the necessary capital investment to maintain or expand our asset base of natural gas and oil reserves would be impaired. Even with sufficient available capital, our future exploration and development activities may not result in additional proved reserves, and we might not be able to drill productive wells at acceptable costs.

The geographic concentration of all of our other properties in Colorado and Montana subjects us to an increased risk of loss of revenue or curtailment of production from factors affecting those areas.

The geographic concentration of all of our leasehold interests in Lone Mesa State Park, Colorado and Pondera and Glacier Counties, Montana means that our properties could be affected by the same event should the region experience:

  • severe weather;
  • delays or decreases in production, the availability of equipment, facilities or services;
  • delays or decreases in the availability of capacity to transport, gather or process production; or
  • changes in the regulatory environment.

The oil and gas exploration and production industry historically is a cyclical industry and market fluctuations in the prices of oil and gas could adversely affect our business.

Prices for oil and gas tend to fluctuate significantly in response to factors beyond our control. These factors include:

  • weather conditions in the United States and wherever our property interests are located;
  • economic conditions, including demand for petroleum-based products, in the United States wherever our property interests are located;
  • actions by OPEC, the Organization of Petroleum Exporting Countries;
  • political instability in the Middle East and other major oil and gas producing regions;
  • governmental regulations, both domestic and foreign;
  • domestic and foreign tax policy;
  • the pace adopted by foreign governments for the exploration, development, and production of their national reserves;
  • the price of foreign imports of oil and gas;
  • the cost of exploring for, producing and delivering oil and gas;
  • the discovery rate of new oil and gas reserves;
  • the rate of decline of existing and new oil and gas reserves;
  • available pipeline and other oil and gas transportation capacity;
  • the ability of oil and gas companies to raise capital;
  • the overall supply and demand for oil and gas; and
  • the availability of alternate fuel sources.

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment.

Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for oil and gas producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the exploration and development of projects. We expect that commodity prices will continue to fluctuate significantly in the future.


22

Our ability to produce oil and gas from our properties may be adversely affected by a number of factors outside of our control which may result in a material adverse effect on our business, financial condition or results of operations.

The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic if water or other deleterious substances are encountered that impair or prevent the production of oil or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. There can be no assurance that oil and gas will be produced from the properties in which we have interests. In addition, the marketability of oil and gas that may be acquired or discovered may be influenced by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas, gathering systems, pipelines and processing equipment, market fluctuations in oil and gas prices, taxes, royalties, land tenure, allowable production and environmental protection. We cannot predict how these factors may affect our business.

We may be unable to retain our leases and working interests in our leases, which would result in significant financial losses to our company.

Our properties are held under oil and gas leases. If we fail to meet the specific requirements of each lease, such lease may terminate or expire. We cannot assure you that any of the obligations required to maintain each lease will be met. The termination or expiration of our leases may harm our business. Our property interests will terminate unless we fulfill certain obligations under the terms of our leases and other agreements related to such properties. If we are unable to satisfy these conditions on a timely basis, we may lose our rights in these properties. The termination of our interests in these properties may harm our business. In addition, we will need significant funds to meet capital requirements for the exploration activities that we intend to conduct on our properties.

Title deficiencies could render our leases worthless which could have adverse effects on our financial condition or results of operations.

The existence of a material title deficiency can render a lease worthless and can result in a large expense to our business. It is our practice in acquiring oil and gas leases or undivided interests in oil and gas leases to forego the expense of retaining lawyers to examine the title to the oil or gas interest to be placed under lease or already placed under lease. Instead, we rely upon the judgment of oil and gas landmen who perform the field work in examining records in the appropriate governmental office before attempting to place under lease a specific oil or gas interest. This is customary practice in the oil and gas industry. However, we do not anticipate that we, or the person or company acting as operator of the wells located on the properties that we currently lease or may lease in the future, will obtain counsel to examine title to the lease until the well is about to be drilled. As a result, we may be unaware of deficiencies in the marketability of the title to the lease. Such deficiencies may render the lease worthless.

Our disclosure controls and procedures and internal control over financial reporting were not effective, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our principal executive officer and principal financial officer evaluated our disclosure controls and procedures as of March 31, 2014 and concluded that as of that date, our disclosure controls and procedures were not effective. In addition, our management evaluated our internal control over financial reporting as of September 30, 2013 and concluded that that there were material weaknesses in our internal control over financial reporting as of that date and that our internal control over financial reporting was not effective as of that date. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.


23

We have not yet remediated this material weakness and we believe that our disclosure controls and procedures and internal control over financial reporting continue to be ineffective. Until these issues are corrected, our ability to report financial results or other information required to be disclosed on a timely and accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in additional misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Risks Relating To Our Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations have been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new properties and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation, as amended, authorizes the issuance of up to 1,000,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock may be restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the


24

stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on OTCQB operated by the OTC Markets Group. Trading of our stock through OTCQB is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Stock Option Grants

On March 1, 2014, our company entered into the following agreements:

  (i)

a Stock Option and Subscription Agreement with Pierre Mulacek, our company’s President, Chief Executive Officer and a director, granting him 300,000 options in consideration for his continued services;

     
  (ii)

a Stock Option and Subscription Agreement with Reginald Denny, our company’s Chief Financial Officer and a director, granting him 300,000 options in consideration for his continued services; and

     
  (iii)

a Stock Option and Subscription Agreement with Erich Hofer, a director of our company, granting him 300,000 options in consideration for his continued services.



25

The stock options are exercisable at $0.10 per share and are exercisable until March 1, 2019.

In addition to granting 900,000 options to insiders as set out above, we granted the additional 700,000 options to two employees of our company who are not insiders. Each option is exercisable at $0.10 per share, and exercisable until the expiry date, which is March 1, 2019

Amendment Agreement with Pierre Mulacek

On March 1, 2014, we entered into an amendment agreement with Pierre Mulacek, which amends the July 17, 2012 executive employment agreement between our company and Mr. Mulacek. Under the terms of the amendment agreement, Mr. Mulacek agreed to reduce his salary from $240,000 to $135,000 annually. All other terms remain the same.

EPA Permit

On April 7, 2014 the Environmental Protection Agency has issued an injection well permit to Provident Energy Of Montana, LLC, our 100% owned subsidiary, for the purpose of water injection into the MAX 1 well # 2817. The permit will now allow the company to commence the re-activation of waterflood operations on the company’s Montana lease acreage, The Two Medicine Cut Bank Sand Unit, for the purpose of attempting to increase oil production from our lease wells.


26

ITEM 6. EXHIBITS.

(3)
(i) Articles of Incorporation and (ii) Bylaws
3.1
Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on August 19, 2004)
3.2
Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on August 19, 2004)
3.3
Articles of Merger filed with the Secretary of State of Nevada on October 17, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 1, 2006)
3.4
Certificate of Change filed with the Secretary of State of Nevada on October 17, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 1, 2006)
(4)
Instruments defining the rights of security holders including indentures
4.1
Debenture with John Thomas Bridge & Opportunity Fund (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2008)
(10)
Material Contracts
10.1
10% Promissory Note dated July 14, 2008 issued by our company to Aton Select Fund Limited in the principal amount of $375,000 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on August 14, 2008)
10.2
Stock Purchase Agreement dated August 21, 2008, by and between Billie J. Eustice and the Gary L. Little Trust, as Sellers, and Arkanova Acquisition Corporation (incorporated by reference from our Current Report on Form 8-K filed on August 25, 2008)
10.3
Form of Note Purchase Agreement dated September 3, 2008 between our company and an unaffiliated lender (incorporated by reference from our Current Report on Form 8-K/A filed on December 10, 2008)
10.4
First Amendment to Stock Purchase Agreement dated October 3, 2008, by and between Billie J. Eustice and the Gary L. Little Trust, as Sellers, and Arkanova Acquisition Corporation (incorporated by reference from our Current Report on Form 8-K filed on October 6, 2008)
10.5
Amended and Restated Stock Option Agreement dated November 14, 2008 with Reginald Denny  (incorporated by reference from our Current Report on Form 8-K filed on November 20, 2008)
10.6
Employment Agreement dated October 18, 2008 between our company and Reginald Denny (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 23, 2009)
10.7
Employment Agreement dated October 18, 2008 between our company and Pierre Mulacek (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 23, 2009)
10.8
Note Purchase Agreement dated April 17, 2009 between our company and Global Project Finance AG (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2009)
10.9
Promissory Note dated April 17, 2009 issued by our company to Global Project Finance AG (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2009)
10.10
Note Purchase Agreement dated April 29, 2009 between our company and Aton Select Fund Limited (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2009)
10.11
Promissory Note dated April 29, 2009 issued by our company to Aton Select Fund Limited (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2009)
10.12
Loan Consolidation Agreement dated as of October 1, 2009, between Arkanova Acquisition Corporation and Aton Select Funds Limited (incorporated by reference from our Current Report on Form 8-K filed on October 7, 2009)
10.14
Note Purchase Agreement dated as of October 1, 2009, between Arkanova Acquisition Corporation and Aton Select Funds Limited (incorporated by reference from our Current Report on Form 8-K filed on October 7, 2009)
10.15
Promissory Note dated October 1, 2009, of Arkanova Acquisition Corporation (incorporated by reference from our Current Report on Form 8-K filed on October 7, 2009)
10.16
Stock Option Agreement dated October 14, 2009 with Pierre Mulacek (incorporated by reference from our Current Report on Form 8-K filed on October 19, 2009)
10.17
Stock Option Agreement dated October 14, 2009 with Erich Hofer (incorporated by reference from our Current Report on Form 8-K filed on October 19, 2009)
10.18
Stock Option Agreement dated October 14, 2009 with Reginald Denny (incorporated by reference from our Current Report on Form 8-K filed on October 19, 2009)


27

10.19
Purchase and Sale Agreement dated April 9, 2010, by and between Provident Energy Associates of Montana, LLC, as Seller, and Knightwall Invest, Inc., as Buyer (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010)
10.20
Executive Employment Agreement dated July 17, 2010 with Pierre Mulacek (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2010)
10.21
Executive Employment Agreement dated July 17, 2010 with Reginald Denny (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2010)
10.22
Note Purchase Agreement dated as of the 17th day of July, 2010, between our company and Global Project Finance AG (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 13, 2010)
10.23
Stock Option Agreement dated October 8, 2010 with Pierre Mulacek (incorporated by reference from our Current Report on Form 8-K filed on October 14, 2010)
10.24
Stock Option Agreement dated October 8, 2010 with Reginald Denny (incorporated by reference from our Current Report on Form 8-K filed on October 14, 2010)
10.25
Stock Option Agreement dated October 8, 2010 with Erich Hofer (incorporated by reference from our Current Report on Form 8-K filed on October 14, 2010)
10.26
Option Agreement dated November 22, 2010 between Provident Energy Associates of Montana, LLC and Knightwall Invest, Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 26, 2010)
10.27
Conversion and Loan Modification Agreement dated as of October 1, 2011 between Arkanova Acquisition Corporation and Aton Select Funds Limited (incorporated by reference from our Current Report on Form 8-K filed on November 3, 2011)
10.28
Note Purchase Agreement dated as of October 1, 2011, between Arkanova Acquisition Corporation and Aton Select Funds Limited (incorporated by reference from our Current Report on Form 8-K filed on November 3, 2011)
10.29
Promissory Note dated October 1, 2011, with Arkanova Acquisition Corporation (incorporated by reference from our Current Report on Form 8-K filed on November 3, 2011)
10.30
Guaranty Agreement between Arkanova Energy Corporation and Aton Select Funds Limited(incorporated by reference from our Current Report on Form 8-K filed on November 3, 2011)
10.31
Executive Employment Agreement dated July 17, 2012 with Pierre Mulacek (incorporated by reference from our Current Report on Form 8-K filed on July 20, 2012)
10.32
Executive Employment Agreement dated July 17, 2012 with Reginald Denny (incorporated by reference from our Current Report on Form 8-K filed on July 20, 2012)
10.33
Loan Modification Agreement dated as of July 1, 2012, between Arkanova Acquisition Corporation and Aton Select Funds Limited (incorporated by reference from our Current Report on Form 8-K filed on August 13, 2012).
10.34
Amended and Restated Note Purchase Agreement dated as of July 1, 2012, between Arkanova Acquisition Corporation and Aton Select Funds Limited (incorporated by reference from our Current Report on Form 8-K filed on August 13, 2012).
10.35
Amended and Restated Promissory Note dated July 1, 2012, with Arkanova Acquisition Corporation as maker (incorporated by reference from our Current Report on Form 8-K filed on August 13, 2012).
10.36
Guaranty Agreement between Arkanova Energy Corporation and Aton Select Funds Limited(incorporated by reference from our Current Report on Form 8-K filed on August 13, 2012).
10.37
Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on December 14, 2012).
10.38 Form of amendment to the stock option agreement (incorporated by reference from our Current Report on Form 8-K and filed on November 20, 2013)
10.39 2008 Amended and Restated Stock Option Plan (incorporated by reference from our Current Report on Form 8-K and filed on November 20, 2013)
10.40 Note Amendment and Conversion Agreement dated as of November 15, 2013, among Arkanova Energy Corporation, Arkanova Acquisition Corporation and Aton Select Funds Limited. (incorporated by reference from our Current Report on Form 8-K and filed on November 22, 2013)
10.41 Stock Option Agreement dated March 1, 2014 with Pierre Mulacek (incorporated by reference from our Current Report on Form 8-K and filed on March 6, 2014)


28

10.42

Stock Option Agreement dated March 1, 2014 with Reginald Denny (incorporated by reference from our Current Report on Form 8-K and filed on March 6, 2014)

10.43

Stock Option Agreement dated March 1, 2014 with Erich Hofer (incorporated by reference from our Current Report on Form 8-K and filed on March 6, 2014)

10.44

2008 Amended and Restated Stock Option Plan (incorporated by reference from our Current Report on Form 8-K and filed on November 20, 2013)

10.45

Executive Employment Agreement dated July 17, 2012 with Pierre Mulacek (incorporated by reference from our Current Report on Form 8-K filed on July 20, 2012)

10.46

Amendment Agreement with Pierre Mulacek dated March 1, 2014 (incorporated by reference from our Current Report on Form 8-K and filed on March 6, 2014)

(21)

Subsidiaries

21.1

Arkanova Development LLC (Nevada Limited Liability Company) - dissolved May 24, 2013

21.2

Arkanova Acquisition Corporation (Delaware)

21.3

Prism Corporation (Oklahoma)

21.4

Provident Energy of Montana, LLC (Montana Limited Liability Company)

(31)

Section 302 Certification

31.1*

Section 302 Certification under Sarbanes-Oxley Act of 2002 of Pierre Mulacek

31.2*

Section 302 Certification under Sarbanes-Oxley Act of 2002 of Reginald Denny

(32)

Section 906 Certification

32.1*

Section 906 Certification under Sarbanes-Oxley Act of 2002

(99)

Additional Exhibits

99.1

Report of Gustavson Associates dated December 16, 2011 on Montana Properties (incorporated by reference from our annual report on Form 10-K filed on December 29, 2011)

99.2

Report of Gustavson Associates dated December 18, 2012 on Montana Properties (incorporated by reference from our annual report on Form 10-K filed on December 31, 2012)

99.3

Report of Gustavson Associates dated November 25, 2013 on Montana Properties (incorporated by reference from our annual report on Form 10-K filed on December 24, 2013)

(101)

XBRL

101.INS*

XBRL INSTANCE DOCUMENT

101.SCH*

XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF*

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB*

XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE*

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filedherewith


29

SIGNATURES

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

ARKANOVA ENERGY CORPORATION

/s/ Pierre Mulacek  
By: Pierre Mulacek  
Chief Executive Officer, President and Director  
(Principal Executive Officer)  
Dated: May 14, 2014  
   
   
   
/s/ Reginald Denny  
By: Reginald Denny  
Chief Financial Officer and Director  
(Principal Financial Officer and Principal Accounting Officer)  
Dated: May 14, 2014