UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10K

(Mark One)

 

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

 

For the fiscal year ended December 31, 2014

 

or

 

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

 

For the transition period from                    to

 

Commission file number          333-141875

 

Tiger Oil and Energy, Inc.

(Exact name of registrant as specified in its charter)

 

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

  

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

 

(Address of principal executive offices)

 

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

 

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

 

Title of each class

 

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

 

(Title of class)

 

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

 

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

 

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

 

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

[ ]

 

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

 

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

 

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

 

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

 

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

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 15, 2015 the Company had 42,728,159 issued and outstanding shares of its common stock and 42,013 of its preferred stock. 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

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

 

 

Tiger Oil and Energy, Inc.

 

TABLE OF CONTENTS

 

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

 

  

FORWARD-LOOKING STATEMENTS

 

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

 

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

 

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

 

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

 

PART I

 

Item 1. Business.

 

General Information

 

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

 

Corporate History

 

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

 

 

Business of Issuer

 

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

 

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

 

On November 29, 2010 the Company expanded its original agreement and entered into a co-development agreement with Black Hawk Exploration covering approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the leases within the Prospect Area and has an undivided 81.5% working interest in and to the oil and gas leases and their previous 10 shut-in oil and gas wells.

 

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

 

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

 

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

 

On May 4, 2014 we acquired 30% WI in the DeFore and Staalnaker leases in Cowley County from a Company affiliated with the President of our Company for $10,000. The Company paid $400,000 for their share of drilling two wells on the leases. The Defore 16-1 well went on line in January 2015. The Stalmnaker 17-1 is being evaluated for fracing and expected to start producing oil in the second quarter of 2015n

 

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

 

 

Indemnification of Directors and Officers

 

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

 

Item 1A. Risk Factors.

 

Not Applicable

 

Item 1B. Unresolved Staff Comments.

 

None

 

Item 2. Properties.

 

Our offices are located at 7230 Indian Creek Lane, Ste 201, Las Vegas, NV 89149. The facilities are leased on a month to month basis at a cost of $500 per month. Specific direct expenses incurred such as telephone and secretarial services are charged back to the Company at cost.

 

Item 3. Legal Proceedings.

 

None

 

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

 

None

 

PART II

 

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

 

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

 

			2014								2013
			High				Low				High				Low
Qtr 1				1.27				0.18				0.2				0.01
Qtr 2				0.39				0.15				0.2				0.07
Qtr 3				0.19				0.09				0.175				0.051
Qtr 4				0.10				0.05				0.159				0.1

 

We did not make any dividend payments during the fiscal years ended December 31, 2014 or 2013 and have no plans to pay dividends in the foreseeable future. We did not repurchase any shares of our common stock during the fiscal year ended December 31, 2014 or 2013.

 

Transfer Agent: Quicksilver Stock Transfer LLC, 2258 Green Mountain Ct. Las Vegas Nevada 89135

 

The Company did not make any repurchases of its securities during the year ended December 31, 2014.

 

 

Item 6. Selected Financial Data.

 

Not Applicable

 

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

 

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

 

Going Concern

 

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

 

Background

 

Corporate Overview

 

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

 

On October 29, 2010 the Company changed its corporate name to Tiger Oil and Energy, Inc.

 

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

 

On November 29, 2010 the Company expanded its original agreement and entered into a joint venture agreement with Black Hawk Exploration covering approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the leases within the Prospect Area and has an undivided 81.5% working interest in and to the oil and gas leases and their previous 10 shut-in oil and gas wells.

 

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

 

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

 

 

Revenues

 

Revenues from continuing operations for the years ended December 31, 2014 and 2013 were $-0.

 

Operating Expenses

 

Operating expenses for the year ended December 31, 2014 and 2013 were $62,546 and $49,782, respectively. The majority of these expenses related to general and administrative expenses totaling $61,587 and $47,290 for the 2014 and 2013 fiscal years, respectively. The Company also recognized accretion expense of $959 and $2,492, during the years ended December 31, 2014 and 2013, respectively.

 

Other Income (Expenses)

 

During the years ended December 31, 2014 and 2013 the Company recognized interest expense in the amount of $426,613 and $2,664, respectively. The increase in interest expense was due to new convertible notes entered into in 2014. The Company also recognized a gain on forgiveness of debt totaling $2,450 in 2014. Additionally, the Company recognized a loss on sale of oil and gas leases totaling $31,866 and a gain on derivative liability of $2,635 in 2013.

 

Net Loss

 

For the years ended December 31, 2014 and 2013, the Company recognized net losses in the amounts of $486,709 and $17,945, respectively.

 

Liabilities

 

The Company’s liabilities primarily consist of current amounts payable or accrued to trade creditors. At December 31, 2014 and 2013 the Company holds notes payable with outstanding balances of $596,912 (net of discount of $3,288) and $110,200, respectively.

 

Liquidity and Capital Resources 

 

At December 31, 2014 the Company had negative working capital of $620,095, compared to negative working capital of $132,345 in 2013.

 

As of December 31, 2014, the Company had $17,226 in current assets, consisting of $17,026 in cash, and deposits of $200, compared to $629 in current assets at December 31, 2013, which consisted of cash of $69 and deposits of $200. Total liabilities at December 31, 2014 totaled $648,140 compared to $139,637 at December 31, 2013. The current liabilities at December 31, 2014 consisted of accounts payable and accrued expenses of $34,409, accounts payable to related parties of 6,000, notes payable of $200, and convertible notes payable, net of discounts, of $596,712. At December 31, 2013 the current liabilities consisted of accounts payable and accrued expenses of $22,414, and notes payable of $110,200.

 

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

 

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

 

Not applicable.

 

Item 8. Financial Statements and Supplementary Data.

 

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

 

 

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

 

None.

 

Item 9A(T). Controls and Procedures.

 

As of December 31, 2014, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended.  Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.

 

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

 

Evaluation of Internal Control Over Financial Reporting

 

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

 

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of Dec. 31, 2014:

 

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

 

ii)

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

 

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

  

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

 

 

Changes in Internal Control over Financial Reporting

 

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

 

The Company has not taken any steps at this time to address these weaknesses but expects to formulate a plan before fiscal year ending December 31, 2015.

 

Item 9B. Other Information.

 

None

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

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

  

Name		Position Held with the  Company		Age				Date First Elected or Appointed
Kenneth Liebscher		President and Director			72			July 1, 2006 to present
Howard Bouch		Chief Financial Officer and Director Secretary Treasurer			70			January 12, 2007 to present

 

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

 

Ken Liebscher is a 72-year-old international businessman with 40 years of securities and executive management experience. Mr. Liebscher is a graduate of St. George’s School, Vancouver, B.C. and also attended the University of British Columbia. In 22 years with the world’s largest dental products manufacturer, Dentsply International Inc., Mr. Liebscher held several positions culminating as the Manager of their West Coast Division, headquartered in San Francisco California. Mr. Liebscher was recruited by a major Europe based competitor, Ivoclar Liechtenstein to lead their entry into the North American market and, within two years, became Executive Vice President of Sales and Marketing and helped expand this company’s sales to $300,000,000 US before retiring.

 

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

 

Howard Bouch, CFO, Director

 

Howard Bouch, age 70, is a Private Practice Chartered Accountant with over 37 years of Public and Private international experience. Mr. Bouch originally qualified as a Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp, Zambia working as Head Office Chief Accountant for Nchanga Consolidated Copper Mines (world’s 2nd largest) from 1972 - 1976. In 1976 Mr. Bouch returned to the UK and joined Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr. Bouch was Chief Accountant of a private building firm in Cumbria, England from 1978 - 1984. In 1984 Mr. Howard Bouch established a Private Practice as a Chartered Accountant and continues to provide professional services to Cumbrian firms to the present. Mr. Bouch is a Director of Viavid Broadcasting Inc., a fully reporting, US Public Company, trading on the Pink Sheets under the symbol (VVDB) and Director and CFO of Universal Potash Corp. (UPCO). He is also as Director and CFO of Black Hawk Exploration Inc., (BHWX) and Director and CFO of Convenientcast, Inc. (CVCT).

 

 

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

 

Code of Ethics

 

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

1.

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

 

2.

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

 

3.

Compliance with applicable governmental laws, rules and regulations;

 

4.

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

 

5.

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

 

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

 

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on May 15, 2008 as an Exhibit to our Form10. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Tiger Oil and Energy, Inc, 7230 Indian Creek Ln., Ste 201, Las Vegas, NV 89149

 

Item 11. Executive Compensation.

 

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

 

Officers and Directors

 

Name and principal position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards				Non- Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)		Totals ($)
Kenneth Liebscher			2014				0				0				0				0			0			0			12,000			12,000
			2013				0				0				0				0			0			0			0			0
Howard Bouch			2014												0				0			0			0			12,000			12,000
			2013				0				0				0				0			0			0			0			0

 

OPTIONS

 

There are no options granted.

 

For the year ended December 31, 2014 and 2013 share-based compensation expense of $-0- and $-0- was recognized, respectively.

 

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

 

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

 

The owners of 5% or more of the Shares, as well as the officers and directors who own Shares as of December 31, 2014, are set forth in the following chart:

 

Title of Class		Name of Beneficial Owner		Amount and Nature of Beneficial Owner				Percent of Class
Preferred Stock		Kenneth Liebscher, President/CEO And Director			20,000				47.6	%
Preferred Stock		Howard Bouch, CFO and Director			Nil				0	%
Common Stock		Kenneth Liebscher, President/CEO and Director			2,000,000				5	%
Common Stock		All Officers and Directors as a group of Common Stock			2,000,000				5	%

  

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

 

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

 

During the 2014 and 2013 fiscal years, we paid our directors $1,000 per month for their services in that capacity. At December 31, 2014 we owed our two directors an aggregate of $6,000 in accrued director fees.

 

From time to time the Company enters into arrangements for the provision of services from one or more of its Directors, or companies in which its Directors have a financial interest.

 

The company has chosen to adopt NASD’s definition of independent director. Under such definition, Howard Bouch qualifies as an independent director.

 

Item 14. Principal Accounting Fees and Services.

 

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

 

		2014				2013
Audit Fees		$	9,500			$	9,500
Audit Related Fees			—				—
Tax Fees			—				—
All Other Fees			—				—
Total		$	9,500			$	9,500

 

Services rendered by Sadler Gibb & Associates for the year ended December 31, 2014 in connection with fees presented above were as follows:

 

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

 

POLICY ON AUDIT COMMITTEE

 

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

 

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

 

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

 

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the year ended December 31, 2014.

 

 

Based on the reviews and discussions with the audit group, we have recommended to the Board that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

Audit Chairman

 

Howard Bouch

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

Exhibits:

 

Exhibit No.	Document	Location
3.1	Articles of Incorporation	Previously filed*
3.2	Articles of Amendment – Allwest	Previously filed*
3.3	Articles of Amendment – Lyons Capital	Previously filed*
3.4	Articles of Amendment – UTEC	Previously filed*
3.5	Articles of Amendment – Share Increase	Previously filed**
3.6	Bylaws	Previously filed* (As Exhibit 3.5)
14.1	Code of Business Conduct and Ethics	Previously filed*
31.1	Rule 13a-41(a)/15d-14(a) Certificates
31.2	Rule 13a-41(a)/15d-14(a) Certificates
32.1	Section 1350 Certifications
32.2	Section 1350 Certifications

 

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

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Tiger Oil and Energy, Inc

 

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

 

Date April 23, 2015

 

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

 

/s/ Kenneth Liebscher		April 23, 2015
Kenneth Liebscher,		Date
President, CEO, Director
/s/ Howard Bouch		April 23, 2015
Secretary, Treasurer, CFO, Director		Date

 

 

TIGER OIL AND ENERGY, INC.

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

  

		Page(s)
Report of Independent Registered Public Accounting Firm			F-1
Condensed Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013			F-2
Condensed Consolidated Statements of Operations for the years ended December 31, 2014 and 2013			F-3
Consolidated Statements of Stockholders Deficit			F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013			F-5
Notes to the Financial Statements			F-7

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Tiger Oil and Energy, Inc.

 

We have audited the accompanying balance sheets of Tiger Oil and Energy, Inc. (the Company) as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.  

 

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

 

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Tiger Oil and Energy, Inc. as of December 31, 2014 and 2013, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs as of December 31, 2014 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Sadler, Gibb & Associates, LLC

 

Salt Lake City, UT

28 April, 2015

 

 

 

TIGER OIL AND ENERGY, INC.
Consolidated Balance Sheets
		December 31,
		2014				2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	17,026			$	69
Prepaid expenses and deposits			200				200
Total Current Assets			17,226				269
OTHER ASSETS
Oil and gas properties, net (full cost method)			404,837				—
TOTAL ASSETS		$	422,063			$	269
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	34,409			$	22,414
Accounts payable - related party			6,000				—
Notes payable			200				110,200
Convertible note payable, net of discount of
$3,288 and $-0-, respectively			596,712				—
Total Current Liabilities			637,321				132,614
LONG-TERM LIABILITIES
Asset retirement obligation			10,819				7,023
Total Long-Term Liabilities			10,819				7,023
TOTAL LIABILITIES			648,140				139,637
STOCKHOLDERS' DEFICIT
Preferred stock - 1,000,000 shares authorized,
$0.001 par value; 42,013 issued and outstanding			42				42
Common stock - 74,000,000 shares authorized,
$0.001 par value; 42,728,159 issued and outstanding			42,728				42,728
Additional paid-in capital			4,675,176				4,275,176
Accumulated deficit			(4,944,023	)			(4,457,314	)
Total Stockholders' Deficit			(226,077	)			(139,368	)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT		$	422,063			$	269
The accompanying notes are an integral part of these consolidated financial statements.

 

 

TIGER OIL AND ENERGY, INC.
Consolidated Statements of Operations
		For the Years Ended
		December 31,
		2014				2013
REVENUES		$	—			$	—
OPERATING EXPENSES
Accretion expense			959				2,492
General and administrative			61,587				47,290
Total Operating Expenses			62,546				49,782
LOSS FROM OPERATIONS			(62,546	)			(49,782	)
OTHER  INCOME (EXPENSE)
Interest expense			(426,613	)			(2,664	)
Gain on forgiveness of debt			2,450				—
Gain (loss) on derivative liability			—				2,635
Gain on sale of oil and gas leases			—				31,866
Total Other Income (Expense)			(424,163	)			31,837
LOSS BEFORE TAXES			(486,709	)			(17,945	)
Provision for income taxes			—				—
NET LOSS		$	(486,709	)		$	(17,945	)
BASIC AND DILUTED LOSS PER SHARE		$	(0.01	)		$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING			42,728,159				47,181,711
The accompanying notes are a integral part of these consolidated financials statements.

 

 

TIGER OIL AND ENERGY, INC.
Consolidated Statement of Stockholders' Deficit
																		Additional
		Preferred Stock								Common Stock								Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance, December 31, 2012			42,013				42				42,728,159				42,728				4,222,139				(4,439,369	)			(174,460	)
Gain on sale of oil and gas
leases to a related party			—				—				—				—				42,005				—				42,005
Write-off of derivative due
to extinguishment of debt			—				—				—				—				669				—				669
Forgivness of debt			—				—				—				—				3,354				—				3,354
Write off asset retirement obligation			—				—				—				—				7,009				—				7,009
Net loss for the year ended
December 31, 2013			—				—				—				—				—				(17,945	)			(17,945	)
Balance, December 31, 2013			42,013			$	42				42,728,159			$	42,728			$	4,275,176			$	(4,457,314	)		$	(139,368	)
Beneficial conversion on
convertible note payable			—				—				—				—				400,000				—				400,000
Net loss for the year ended
December 31, 2014			—				—				—				—				—				(486,709	)			(486,709	)
Balance, December 31, 2014			42,013			$	42				42,728,159			$	42,728			$	4,675,176			$	(4,944,023	)		$	(226,077	)
The accompanying notes are an integral part of these consolidated financial statements.

 

 

TIGER OIL AND ENERGY, INC.
Consolidated Statements of Cash Flows
		For the Years Ended
		December 31,
		2014				2013
OPERATING ACTIVITIES
Net loss		$	(486,709	)		$	(17,945	)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Accretion expense			959				2,492
Amortization of debt discount			396,712				—
Change in derivative liability			—				(2,635	)
Loss (Gain) on sale of oil and gas leases			—				(31,866	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			11,995				—
Accounts payable - related party			6,000				12,387
Net Cash Used in Operating Activities			(71,043	)			(37,567	)
INVESTING ACTIVITIES
Capitalized oil and gas development costs			(402,000	)			—
Net Cash Used in Investing Activities			(402,000	)			—
FINANCING ACTIVITIES
Proceeds from note payable			—				37,500
Repayments on note payable			(110,000	)			—
Proceeds from convertible debt			600,000				—
Net Cash Provided by Financing Activities			490,000				37,500
NET INCREASE (DECREASE) IN CASH		$	16,957			$	(67	)
CASH AT BEGINNING OF PERIOD			69				136
CASH AT END OF PERIOD		$	17,026			$	69
The accompanying notes are an integral part of these consolidated financial statements.

 

 

TIGER OIL AND ENERGY, INC.
Consolidated Statements of Cash Flows
		For the Years Ended
		December 31,
		2014				2013
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Income taxes		$	3,333			$	—
Interest			—				—
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Sale of oil and gas leases to related
party in exchange for forgiveness of debt		$	—			$	37,123
Beneficial conversion on convertible note		$	400,000			$	—
Asset retirement obligations		$	2,837			$	—
The accompanying notes are an integral part of these consolidated financial statements.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business Activity

 

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

 

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

 

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

 

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

 

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

 

Basis of Presentation

 

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

 

Reclassification

 

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

 

Consolidation 

 

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

 

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Accounting Method

 

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

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

Property, Plant and Equipment

 

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

 

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

 

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

 

Impairment of Long-Lived Assets

 

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

 

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

 

No impairment expense was recognized for the years ended December 31, 2014 and 2013.

  

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  

Fair Value of Financial Instruments

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities

 

Level 2: Observable market-based inputs or inputs that are corroborated by market data

 

Level 3: Unobservable inputs that are not corroborated by market data

 

Stock-based Compensation

 

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

  

Provision for Taxes

 

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

 

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

  

Basic and Diluted Loss per Share

 

Basic and diluted loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were 1,200,000 such common stock equivalents outstanding as of December 31, 2014.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Reporting Segments

 

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

 

Oil and Gas Properties

 

The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the purpose of finding oil and natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Proceeds from the sale of oil and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain or loss is recognized.

  

Capitalized costs associated with impaired properties and capitalized costs related to properties having proved reserves, plus the estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 410 “Asset Retirement and Environmental Obligations” (FASB ASC 410), are amortized using the unit-of-production method based on proved reserves. Capitalized costs of oil and natural gas properties, net of accumulated amortization and deferred income taxes, are limited to the total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent, plus the cost of unevaluated properties.  Under certain specific conditions, companies could elect to use subsequent prices for determining the estimated future net cash flows. The use of subsequent pricing is no longer allowed. There are many factors, including global events that may influence the production, processing, marketing and price of oil and natural gas. A reduction in the valuation of oil and natural gas properties resulting from declining prices or production could adversely impact depletion rates and capitalized cost limitations. Capitalized costs associated with properties that have not been evaluated through drilling or seismic analysis, including exploration wells in progress at December 31, 2014, are excluded from the unit-of-production amortization. Exclusions are adjusted annually based on drilling results and interpretative analysis. 

 

Sales of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. If it is determined that the relationship is significantly altered, the corresponding gain or loss will be recognized in the statements of operations.

  

Costs of oil and gas properties are depleted using the unit-of-production method. For the years ended December 31, 2014 and 2013, the Company recognized $-0- of depletion expense related to oil and gas production during the period.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Ceiling Test

 

In applying the full cost method, the Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the value of its proved reserves discounted at a ten percent interest rate of future net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties.  During the years ended December 31, 2014 and 2013, the Company had recorded $-0- of impairment expense in connection with the full cost ceiling test calculation.

 

Asset Retirement Obligation

 

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

 

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

 

Recent Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of December 31, 2014.

 

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

 

NOTE 2 - GOING CONCERN

 

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

 

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 2 - GOING CONCERN (Continued)

 

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

 

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

 

NOTE 3 - OIL AND GAS PROPERTIES

 

On April 3, 2014, the Company signed an election to participate in the first of three wells with Toto Energy, LLC in Cowley County, Kansas. The Company will earn a 30 percent working interest and a 24.45 percent net royalty interest in the well. As of December 31, 2014, the Company has capitalized $213,000 of cash payments made to commence operations development of the well.

 

On May 10, 2014, the Company signed an election to participate in the second of three wells with Toto Energy, LLC in Cowley County, Kansas. The Company will earn a 30 percent working interest and a 24.45 percent net royalty interest in the well. As of December 31, 2014, the Company has capitalized $189,000 of cash payments made to commence operations development of the well.

 

Oil and gas properties are stated at cost. The Company recognized impairment expense totaling $65,540 during the year ended December 31, 2013. As of December 31, 2014 and December 31, 2013, oil and gas properties, net consisted of the following:

 

		December 31, 2014				December 31, 2013
Unproved properties		$	467,540			$	65,540
Impairment of oil and gas leases			(65,540	)			(65,540	)
Oil and gas properties, net		$	402,000			$	—

 

NOTE 4 - CONVERTIBLE NOTES PAYABLE

 

On January 3, 2014, the Company received $600,000 in connection with a convertible note financing commitment, the terms of which call for the Company to receive three tranches of $200,000 each on a callable convertible note wherein the Company borrows the sum at five percent interest for one year and the investor can elect to continue to receive the interest on the note or have the Company issue the investor shares of common stock of the Company at $0.50 per share to retire the debt. The notes came due on December 12, 2014, and as of December 31, 2014 the notes were in default. At December 31, 2014 accrued interest on the notes totaled $29,616.

 

The Company analyzed the convertible debts under ASC 470-20 and determined that a beneficial conversion feature existed at execution. The intrinsic value of the beneficial conversion feature was determined to be $400,000 and was recorded as additional paid-in capital with an offset to debt discounts. During the year ended December 31, 2014, $396,712 of the debt discount was amortized to interest expense, leaving an ending debt discount balance of $3,288.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 5 – ASSET RETIREMENT OBLIGATIONS

 

The total future asset retirement obligation is estimated by management based on the Company’s net working interests in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. At December 31, 2014 and 2013, the Company estimated the undiscounted cash flows related to asset retirement obligation to total approximately $105,000 and $96,500, respectively. The actual costs to settle the obligation are expected to occur in approximately 25 years. Through December 31, 2014, the Company established an asset retirement obligation of $9,860 for the wells acquired by the Company, which was capitalized to the value of the oil and gas properties. The fair value of the liability at December 31, 2014 and 2013 is estimated to be $10,819 and $7,023, respectively, using risk free rates between 2.48 and 4.24 percent and inflation rates between 2.75 and 4.20 percent. Total accretion expense on the asset retirement obligation was $959 and 2,492 in 2014 and 2013, respectively.

 

Changes to the asset retirement obligation for the years ended December 31, 2014 and 2013 were as follows:

 

		December 31, 2014				December 31, 2013
Balance, beginning of year		$	7,023			$	48,957
Liabilities incurred			2,837				—
Disposal			—				(44,426	)
Accretion expense			959				2,492
Balance, end of year		$	10,819			$	7,023

 

NOTE 6 - STOCKHOLDERS’ DEFICIT

 

The Company has 1,000,000 preferred shares authorized at a par value of $0.001 and 74,000,000 common shares authorized at par value of $0.001.  As of December 31, 2014 the Company has 42,013 shares of preferred stock and 42,728,159 shares of common stock issued and outstanding.  

 

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

 

  

TIGER OIL AND ENERGY, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

 

NOTE 7 - INCOME TAXES

 

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

  

		For the Years Ended
		December 31,
		2014				2013
Current taxes		$	(166,501	)		$	(6,101	)
Change in derivative liability			—				(896	)
Valuation allowance			166,501				6,997
Total provision for income taxes		$	—			$	—

  

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2014 and 2013 due to the following:

  

		December 31,
		2014				2013
Loss carry forwards (expire through 2034)		$	1,396,660			$	916,555
Total gross deferred tax asset			904,988				338,450
Valuation allowance			(491,672	)			(398,450	)
Net deferred taxes		$	—			$	—

 

At December 31, 2014, the Company had net operating loss carry forwards of approximately $1,396,660 that may be offset against future taxable income through 2034.  The Company adopted the provisions of ASC 740 at the beginning of fiscal year 2008. As a result of this adoption, the Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company has not had operations resulting in net income and is carrying a large Net Operating Loss as disclosed above.  Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.

 

NOTE 8 - SUBSEQUENT EVENTS

 

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