MBG Holdings, Inc. - Quarter Report: 2012 September (Form 10-Q)

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 September 30, 2012

OR

[    ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________.

Commission File Number 333-138111

PREMIER OIL FIELD SERVICES, INC.

(Exact name of small business issuer as specified in its charter)

1713 Morrish Lane, Heath, Texas 75032

(Address of principal executive offices)

(972) 772-9493

(Issuer's telephone number)

N270 Southern Drive, Royce City, Texas 75189-5704

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

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

As of November 14, 2012, there were 7,346,336 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS

See accompanying summary of accounting policies and notes to consolidated financial statements.

 See accompanying summary of accounting policies and notes to consolidated financial statements. 

PREMIER OIL FIELD SERVICES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012

(Unaudited)

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization:

Premier Oil Field Services, Inc. (The “Company” or "Premier") serves the oil and gas industry with down-hole drilling motors. These motors are used in the oil and gas well drilling process to drill out frac plugs and other debris in the well bore.  The Company is located in Royce City, Texas and was incorporated on June 29, 2009 under the laws of the State of Nevada.

Premier Oil Field Services, Inc., is the parent company of Coil Tubing Motors Corporation, (“CTM”), a company incorporated under the laws of the State of Texas. CTM was established in June 2006.

Premier is a private holding company established under the laws of Nevada on June 29, 2009, was formed in order to acquire 100% of the outstanding membership interests of CTM.  On September 30, 2009, Premier issued 7,000,000 shares of common stock in exchange for a 100% equity interest in CTM.  As a result of the share exchange, CTM became the wholly owned subsidiary of Premier.  As a result, the members of CTM owned a majority of the voting stock of Premier.  The transaction was accounted for as a reverse merger whereby CTM was considered to be the accounting acquirer as its members retained control of Premier after the exchange, although Premier is the legal parent company.  The share exchange was treated as a recapitalization of Premier.  As such, CTM, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Premier had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.  The share exchange transaction was effected to change the state of incorporation to allow the opportunity for a reduction of franchise taxes under the new Texas franchise tax calculations and to facilitate the initial public offering.  At the time of the exchange transaction, Premier had no assets or liabilities and CTM had assets of approximately $409,000 with equity of approximately $81,800.

The capital structure of Premier is presented as a consolidated entity as if the transaction had been effected in 2006 to consistently reflect the number of shares outstanding. However, the capital structure as presented is different that the capital structure that appears in the historical statements of CTM, in earlier periods due to the recapitalization accounting.

The Company operates on a calendar year-end.    Due to the nature of their operations, the Company operates in only one business segment.

Basis of Accounting and Consolidation:

The Company prepares its financial statements on the accrual basis of accounting.  It has one wholly owned subsidiary, Coil Tubing Motors, Corporation, which is consolidated. All intercompany balances and transactions are eliminated.  

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations.

Unaudited Interim Financial Statements:

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding year contained in the Company’s Annual Report on Form 10-K. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense.

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner to produce financial  statements which present fairly the financial  condition,  results of operations  and cash  flows of the  Company  for the  respective  periods  being presented.

Cash and Cash Equivalents:

All highly liquid investments with original maturities of three months or less are included in cash and cash equivalents.  All deposits are maintained in FDIC insured depository accounts in local financial institutions and balances are insured up to $250,000.

Fair Value of Financial Instruments:

In accordance with the reporting requirements of ASC 820,  the Company  calculates the fair value of its assets and  liabilities which qualify as financial  instruments  under this statement and includes this additional information in the notes to the financial statements  when the fair value is different  than the  carrying  value of those financial instruments.  

The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate  their fair values due to the short-term maturities of these instruments.  The carrying amount of the Company’s marketable securities and capital leases approximate fair value due to the stated interest rates approximating market rates.

Accounts Receivable:

Accounts receivable are carried at their face amount, less an allowance for doubtful accounts.  On a periodic basis, the Company evaluates accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections.  The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due.  A receivable is considered past due if payments have not been received within agreed upon invoice terms.   The Company provides an allowance for all receivables that are greater than 90 days old. Write offs are recorded at a time when a customer receivable is deemed uncollectible.

Revenue Recognition:

The Company recognizes revenue in accordance with ASC 605-10.  Revenue will be recognized only when all of the following criteria have been met:

All services are billed when rendered and payment is due upon receipt of invoice. Revenue is recorded net of any sales taxes charged.

Advertising:

The Company did not incur any advertising expenses in the three and nine months ended September 30, 2012 and 2011.

Cost of Sales:

Cost of sales consists primarily of shop supplies, field related expenses, and deprecation on equipment used in providing services.

Income Taxes:

The Company has adopted ASC 740-10 which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.

Earnings per Share:

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  As the Company has no potentially dilutive securities, fully diluted earnings per share is equal to earnings per share (basic).

 Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Recently Issued Accounting Pronouncements:

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Employee Benefit Plans:

The Company has no employee benefit plans.

NOTE 2 – FIXED ASSETS

Fixed assets at September 30, 2012 and December 31, 2011 are as follows:

Depreciation expense for the three months ended September 30, 2012 and 2011 was $28,365 and $20,043, respectively. Depreciation expense for the nine months ended September 30, 2012 and 2011 was $78,783 and $56,810, respectively

During the nine months ended September 30, 2012 the Company purchased a vehicle at a cost of $43,593.

In February 2012 the Company purchased a trailer for $128,907 and due to misrepresentation by the seller the trailer was returned August 2012 and the bank released the Company of its obligation which was $114,599 at the time. Other income of $11,613 was recorded on the settlement.

In September 2012 the Company purchased a new trailer for $63,118.

NOTE 3 – EQUITY

The Company is authorized to issue 20,000,000 preferred shares at a par value of $0.001 per share. These shares have full voting rights.  At September 30, 2012 and December 31, 2011, there were zero shares issued and outstanding.

The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights.  At September 30, 2012 and December 31, 2011, there were 7,346,336 and 7,346,336 shares issued and outstanding, respectively.

On July 14, 2010 the Company filed a Form S-1; general form for registration of securities under the Securities Act of 1933, and filed an amended Form S-1 on December 3, 2010, and it became effective on January 7, 2011.  The Company, under this registration statement, is authorized to raise up to $600,000 by selling 800,000 shares of common stock at $.75 per share.   As of September 30, 2011 we sold a total of 346,336 shares for $259,752 and closed the offering.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company leases office and warehouse space in Royce City, Texas. The facility is approximately 10,000 square feet and is $1,250 per month on a month-to-month basis.

At September 30, 2012, the Company had the following outstanding notes payable:

• Vehicle loan from Alliance Bank, dated January 27, 2011, originally for $17,286, at an annual interest rate of 11.942% due July 27, 2013.  Amount due at September 30, 2012 was $12,279.  The current principal amount due in one year is $12,279.
• Vehicle loan from Ford Motor Credit, dated June 15, 2011, originally for $66,703, at an annual interest rate of 9.4% due June 15, 2017.  Amount due at September 30, 2012 was $55,986.  The current principal amount due in one year is $9,607.
• Vehicle loan from Alliance Bank, dated September 8, 2011, originally for $12,500, at an annual interest rate of 12% due September 8, 2014.  Amount due at September 30, 2012 was $8,799.  The current principal amount due in one year is $4,149.
• Vehicle loan from Alliance Bank, dated March 20, 2012, originally for $34,000, at an annual interest rate of 7.5% due March 20, 2017.  Amount due at September 30, 2012 was $31,159. The current principal amount due in one year is $6,033.
• Vehicle loan from Alliance Bank, dated September 17, 2012, originally for $52,119, at an annual interest rate of 4.75% due August 17, 2017.  Amount due at September 30, 2012 was $52,119.  The current principal amount due in one year is $9,448..
• Vehicle loan from Southside Bank, dated February 13, 2012, originally for $116,787, at an annual interest rate of 8.2% due February 28, 2022.  This note was cancelled on August 13, 2012 with a balance of $114,559 remaining.

NOTE 5 – INCOME TAXES

The Company has adopted ASC 740-10, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of September 30, 2012 and December 31, 2011 are as follows:

Deferred tax asset related to:

The cumulative net operating loss carry-forward is approximately $281,073 at September 30, 2012 and $196,250 at December 31, 2011, and will expire in the years 2025 through 2031.    The realization of deferred tax benefits is contingent upon future earnings, therefore, the net deferred tax asset has been fully reserved.

NOTE 6 – LEGAL PROCEEDINGS

The Company is involved in one legal proceeding. On June 15, 2010, the Company was served with a lawsuit from National Oilwell Varco LP (“VARCO”), a vendor of the Company, for $114,065, related to unpaid invoices from October 25, 2007 to September 30, 2008  During April, 2011 the Company agreed to a settlement that would require the Company to pay $122,304 over the next 24 months in equal installments of $5,096 month. The parties to the settlement also signed a judgment for $140,000 that will only be filed in the event of a default by the Company. As of August 9, 2012 the Company failed to make payments in May, June and July and technically is in default, therefore the Company accrued an additional $29,141 ($25,935 of principal and $3,206 of interest) to true-up the balance to the $140,000 original judgment, as agreed. In August 2012 the Company and VARCO agreed that the Company will resume payments by August 20, 2012 and will continue to make such payments by the 15^th of each month thereafter as set forth in the original agreement. The final payment will now be due by September 15, 2013. In consideration for this agreement the Company agreed to pay VARCO an additional $1,500. VARCO retains the right to execute the original agreement should the Company breach this amendment. The balance owed at September 30, 2012 and December 31, 2011 was $50,960 and $81,536, respectively.

NOTE 7 – FINANCIAL CONDITION AND GOING CONCERN

The Company has a retained deficit through September 30, 2012 totaling approximately $281,073 and negative working capital of approximately $25,544.   Because of the retained deficit, the Company will require additional working capital to develop its business operations.

The Company has experienced no loan defaults, labor stoppages, legal proceedings or any other operating interruption in 2012.  Therefore, these items will not factor into whether the business continues as a going concern, and accordingly, management has not made any plans to dispose of assets or factor receivables to assist in generating working capital.

The Company intends to raise additional working capital either through private placements, and/or bank financing, or additional loans from Management if there is need for liquidity. Management may also consider reducing administrative costs. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, and/or bank financing necessary to support the Company’s working capital requirements.  To the extent that funds generated from private placements, and/or bank financing are insufficient, the Company will have to raise additional working capital.   No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the Company may not be able to continue its operations.

Management believes that the efforts it has made to promote its operation will continue for the foreseeable future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 8 – REVENUE CONCENTRATION

The Company provides drilling services to the oil and gas industry and has two significant customers from which 94% of revenues were derived during the nine months ended September 30, 2012.

None of the Company’s revenue for the nine months ended September 30, 2012 was generated from services performed for an entity controlled by the Company’s chief executive officer.

Approximately 28.3% of the Company’s revenue for the nine months ended September 30, 2011 was generated from services performed for an entity controlled by the Company’s chief executive officer.

NOTE 9 – SUBSEQUENT EVENTS

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed.    No reportable subsequent events were noted.

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

General

We have seen the increase in oil and gas prices, that started in 2011, continue in 2012. This has significantly increased our first quarter revenue from third party sources . Also, in 2012, we are implementing our growth plan that we initially laid out in our S-1 filings and therefore will see increased advertising and marketing costs.

Employees

We currently employ two employees, the President, and a field operator.

RESULTS FOR THE NINE MONTHS ENDED September 30, 2012 and 2011

Our quarter ended on September 30, 2012.  Any reference to the end of the fiscal quarter refers to the end of the first quarter for the period discussed herein.

GENERAL. Due to the increase in the price of crude oil and natural gas during 2011 we saw increased sales activity which translated into increased third party revenues and the trend has continued into 2012 but sales from related parties has reduced to $0. Revenues are down 16% to $253,799 for the period and third party revenues were up 18% to $253,799. Related party revenues were $0 in 2012 compared to $85,001 in 2011.

REVENUE.  Revenue for the three months ended September 30, 2012 was $41,450 compared to $42,743 for the three month period ended September 30, 2011.  Third party revenues, were down $1,293 or 3%. The 2012 sales were down versus 2011 due to a slow-down in the market and reduced down-hole projects contracted and decrease in related party revenues of $73,301.

Revenue for the nine months ended September 30, 2012 was $253,799 compared to $300,857 for the nine month period ended September 30, 2011.  Third party revenues, as mentioned above, were up $37,973 or 18%. This is due to a number of projects from one customer ($224,039) but off-set by no related party revenues ($85,001).

GROSS PROFIT.  Gross profit for the three months ended September 30, 2012 was $7,326 or 17.7%, compared to $90,884 or 78.3%, for the three months ended September 30, 2011.   Backing out depreciation expense of $28,113 and $19,555 for 2012 and 2011, respectively, gross margin would be 85.5% compared to 95.2%, respectively, a decrease of 9.7% points (about $4,000). The change is due to slightly lower margins on its main customer (vs. standard margin of 85%).

Gross profit for the nine months ended September 30, 2012 was $141,620 or 55.8%, compared to $221,992 or 73.8%, for the nine months ended September 30, 2011.   Backing out depreciation expense of $78,029 and $55,348 for 2012 and 2011, respectively, gross margin would be 66.9% compared to 80.3%, respectively, a decrease of 13.4% points (about $34,000). The change is due to slightly lower margins on its main customer (vs. standard margin of 85%).

OPERATING EXPENSES. Total operating expenses for the three months ended September 30, 2012 were $14,584 compared to $108,473 for the three months ended September 30, 2011. Depreciation expense included in the operating expense was $251 and $488, respectively, for the three months ended September 30, 2012 and 2011. The net decrease of $93,889 is related to backing out the VARCO judgment accrual (taken in Q2) of $25,900, decreased payroll and contract services of $15,000, auto expenses of $15,000, travel expenses of $12,000 and general expenses of $25,000.

Total operating expenses for the nine months ended September 30, 2012 were $229,163 compared to $306,932 for the nine months ended September 30, 2011. Depreciation expense included in the operating expense was $754 and $1,462, respectively, for the nine months ended September 30, 2012 and 2011. The net decrease of $77,031 is related to decreased payroll and contract services of $49,000, travel $17,000, auto expenses of $10,000 and other expenses of $12,000, and offset by increased professional services of $12,000.

NET LOSS. Net income (loss) for the three months September 30, 2012 was income of $6,862 compared to a loss of $19,469 for the three months ended September 30, 2011.   The decreased sales volume and expense fluctuations as discussed above were as discussed above was the cause for the income increase.

Net loss for the nine months September 30, 2012 was $84,824 compared to a loss of $101,780 for the nine months ended September 30, 2011.   The decreased sales volume and expense fluctuations as discussed above were the cause for the income change.

LIQUIDITY AND CAPITAL RESOURCES. On July 14, 2010 the Company filed a Form S-1; general form for registration of securities under the Securities Act of 1933, and filed an amended Form S-1 on December 3, 2010, and it became effective on January 7, 2011.  The Company, under this registration statement, is authorized to raise up to $600,000 by selling 800,000 shares of common stock at $.75 per share.   As of September 30, 2011 we sold a total of 346,336 shares for $259,752 and closed the offering.

Trends, events or uncertainties impact on liquidity:

The Company knows of no trends, additional events or uncertainties that would impact liquidity other than the volatility of the oil.

In addition to the preceding, the Company plans for liquidity needs on a short term and long term basis as follows:

Short Term Liquidity:

The Company has an accumulated deficit of approximately $281,073 as of September 30, 2012.   The Company has relied on external sources of financing to assist short-term working capital needs; through bank loans and shareholder advances.  The monies raised under the Form S-1/A registration will meet the Company’s liquidity needs for the next nine months.  Of the short-term liabilities (approximately $130,954), $50,960 relates to the VARCO lawsuit, leaving approximately $79,994 of short-term liabilities that require funding and have specific due dates over the next 12 months.  We plan to accomplish this through cash flows from additional revenues, as we anticipate continued growth.

.

Long Term Liquidity:

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations. Cash flow from Operating Activities is expected to continue to improve as revenue increases in 2012.

Capital Resources

As of September 30, 2012, the Company had capital commitments of $162,342 for vehicles and trailers purchased.  As of the date of this filing the Company had no additional commitments other than what is disclosed in the footnotes to the financial statements.  

Trends, events or uncertainties

The Company, since its inception in 2006, has not experienced noticeable revenue trends.   Revenue follows the oil market and when prices increase business usually remains strong.  Historically, when oil prices fall, revenue for the Company decreases.

Material Changes in Financial Condition

WORKING CAPITAL: Working Capital as of September 30, 2012 decreased by about $18,439 to negative $25,543, versus as of December 31, 2011.  

STOCKHOLDER’S EQUITY: Stockholder’s Equity as of September 30, 2012 decreased by about $84,800 due to the net loss.

GOING CONCERN: The Company has negative working capital of $25,543 and an accumulated deficit of $281,073 as of  September 30, 2012. Because of this accumulated deficit and limited operations, the Company may require additional working capital to survive. The Company intends to raise additional working capital either through private placements or bank loans or loans from management if there is need for liquidity to alleviate the substantial doubt to continuing as a going concern. There are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated, the Company may not be able to continue its operations.

Management Advisors

Yorkdale Capital, LLC advises and assists the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for the quarterly reviews and year-end audit. Yorkdale Capital, LLC or its principals are shareholders.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2012.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

Based upon an evaluation conducted for the period ended September 30, 2012, our Chief Executive and Chief Financial Officer as of September 30, 2012 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

·   Reliance upon third party financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

·   Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.

Item No. 6 - Exhibits and Reports on Form 8-K

(a)  None

(b)   Exhibits

SIGNATURES

In accordance with 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.

PREMIER OIL FIELD SERVICES, Inc.

By /s/ Lewis Andrews

Lewis Andrews, Chief Executive Officer

and Chief Financial Officer

Date: November 19, 2012