MONDIAL VENTURES, INC. - Quarter Report: 2013 June (Form 10-Q)

mondial.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to____________

Commission File No. 000-51033

MONDIAL VENTURES, INC.

(Exact name of Registrant as specified in its charter)

Nevada	27-4481914
(State or Other Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

6564 Smoke Tree Lane

Scottsdale, Arizona 85253

(Address of Principal Executive Offices)

(480) 948-6581

(Registrant’s Telephone Number)

N/A

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ 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.:

lLarge Accelerated Filer £		Accelerated Filer £

Non-Accelerated Filer £		Smaller Reporting Company T
(Do not check if a smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 7, 2013, the registrant had 80,084,814 shares of its $0.001 par value common stock issued and outstanding. There are no shares of preferred stock issued and outstanding, $0.001 par value for each of the Series of Preferred.

MONDIAL VENTURES, INC.

(A Development Stage Company)

10-Q

June 30, 2013

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	Page

ITEM 1	FINANCIAL STATEMENTS (UNAUDITED)

	CONDENSED CONSOLIDATED BALANCE SHEETS	F - 1

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	F - 2

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	F - 3

	NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F - 4

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1

ITEM 3	QUANTITATIVE AND QUALITATIVE ANALYSIS OF MARKET RISKS	3

ITEM 4(T)	CONTROLS AND PROCEDURES	3

PART II	OTHER INFORMATION	4

ITEM 1	LEGAL PROCEEDINGS	4

ITEM 1A	RISK FACTORS.	4

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	4

ITEM 4	(REMOVED AND RESERVED)	4

ITEM 5	OTHER INFORMATION	4

ITEM 6	EXHIBITS	5

MONDIAL VENTURES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2013 AND DECEMBER 31, 2012


	June 30,			December 31,
	2013			2012
	(unaudited)
Assets
Current assets:
Cash	$	20,203		$	23,518
Total current assets		20,203			23,518

Other Assets
Fixed assets - net		31,613			35,661
Oil and natural gas properties – proved reserves - net		808,224			892,233
Deferred financing costs		8,192			-
Total other assets		848,029			927,894

Total assets	$	868,232		$	951,412

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	154,591		$	171,364
Notes and loans payable		272,547			763,342
Notes and loan payable – in default		195,000			-
Convertible loans payable net of discount of $255,505 and $26,074 respectively		96,665			1,426
Advances and loans payable – related parties		4,285			21,102
Derivative liabilities		476,795			-
Total current liabilities		1,199,883			957,234

Long Term liabilities:
Asset retirement obligation		5,333			5,114
Total long term liabilities		5,333			5,114

Total liabilities		1,205,216			962,348

Stockholders' equity (deficit)
Preferred stock no par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2013 and December 31, 2012		-			-
Common stock, $0.001 par value; 250,000,000 shares authorized, 66,554,539 and 59,000,000 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively		66,554			59,000
Stock Payable		-			-
Additional paid–in capital		4,104,024			2,890,510
Deficit		(4,507,562	)		(2,960,446	)
Total stockholders' equity (deficit)		(336,984	)		(10,936	)

Total liabilities and stockholders’ equity (deficit)	$	868,232		$	951,412

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

F - 1

MONDIAL VENTURES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND JUNE 30, 2012

		For the six months ended				For the three months ended
		June 30,				June 30,
		2013		2012		2013		2012

Revenues:
Gross revenues from oil and gas sales	$	61,890	$	-	$	43,943	$	-
Well operation costs		(150,354)		-		(96,295)		-
Gross margin		(88,464)		-		(52,352)		-

General and administrative expenses:
General administration		482,103		42,204		379,254		10,735
Total general and administrative expenses		482,103		42,204		379,254		10,735
Net loss from operations		(570,567)		(42,204)		(431,606)		(10,735)
Other revenues and expenses:
Interest expense		(231,567)		(24,900)		(174,743)		(12,450)
Gain (loss) on settlement of debt		(472,948)		-		(23,767)		-
Gain (loss) on derivatives		(272,034)		-		(272,034)		-
Net loss before provision for income taxes		(976,549)		(67,104)		(470,544)		(23,185)
Provision for income taxes		-		-		-		-

Net loss	$	(1,547,116)	$	( 67,104)	$	(902,150)	$	(23,185)

Basic and diluted loss per common share		(0.03)		(0.01)		(0.01)		(0.00)
Weighted average of common shares outstanding		61,051,265		100,000,000		62,846,865		100,000,000

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

F - 2

MONDIAL VENTURES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND JUNE 30, 2012




	For the six			For the six
	months ended			months ended
	June 30,			June 30,
	2013			2012
Operating activities
Net loss	$	(1,547,116	)	$	(67,104	)
Adjustments to reconcile net loss to net loss items no requiring the use of cash
Depletion		84,009			-
Depreciation		4,048			-
Accretion of asset retirement obligation		219			-
Loss on debt conversion and settlement		472,948			-
Amortization of deferred financing cost		4,858			-
Amortization of debt discount		133,069			-
Loss on change in derivative		272,034			-
Common stock issued services		212,500			-
Changes in other operating assets and liabilities
Accounts payable and accrued liabilities		101,403			35,584
Accounts payable and accrued liabilities – related parties		(16,817	)		30,000
Net cash used by operating activities		(278,845	)		(1,520	)

Financing activities
Deferred financing cost		(13,050)			-
Borrowings on debt		93,300			-
Borrowings on convertible debt		207,280			-
Payment on debt		(12,000	)		-
Net cash provided by financing activities		275,530			-

Net change in cash		(3,315	)		(1,520	)
Cash at beginning of period		23,518			1,573
Cash at end of period	$	20,203		$	53

Supplemental disclosures of cash flow information
Adjustment to derivative liabilities due to debt conversion	$	59,156		$	-
Debt discount due to beneficial conversion feature	$	92,500		$	-
Debt discount due to embedded derivative feature	$	263,917		$	-
Shares issued for debt conversion and settlement	$	856,913		$	-

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

F - 3

MONDIAL VENTURES, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

					Additional							Total
	Common Stock				Paid-in		Stock					Stockholders’
	Shares		Par Value		Capital		Payable		Deficit			Equity

Balance at December 31, 2012		59,000,000	$	59,000	$	2,890,510	$	-	$	(2,960,446	)	$	(10,936	)

Common stock issued for debt conversion and settlement		5,054,539		5,054		851,858							856,912

Common shares issued for services		2,500,000		2,500		210,000							212,500

Debt discount						92,500							92,500

Adjustment to derivative due to debt conversion						59,156							59,156

Net loss for the six months ended June 30, 2013										(1,547,116	)		(1,547,116	)

Balance at June 30, 2013		66,554,539	$	66,554	$	4,104,024	$	-	$	(4,507,562	)	$	(336,984	)

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

F - 4

F-

Mondial Ventures, Inc

Notes to the Unaudited Consolidated Financial Statements

For the Quarters ended June 30, 2013 and June 30, 2012

Note 1—Organization of the Company and Significant Accounting Policies

The Company was incorporated in the state of Nevada on May 29, 2002 as Mondial Ventures, Inc.

In December 2003, the Company owned a 100% interest, subject to a 2% net smelter returns royalty, in four mineral claims located in the Namaimo Mining Division of British Columbia.

Effective December 1, 2010, the Company increased its authorized common shares to 250,000,000 with a par value of $0.001, and authorized shares of blank check preferred stock, par value $0.001 per share.

On December 15, 2010 the claims related to the 100% interest owned in the British Columbia mineral claims expired.

On December 30, 2010, the Company completed a merger with Legacy Athletic Apparel, LLC, a Virginia limited liability company (Legacy) in a Merger Agreement dated December 14, 2010, by and between the Company and Legacy. Pursuant to the Plan of Merger, Legacy merged into the Company, with the Company being the surviving entity (“the Merger”). The transaction was accounted for using the purchase method of accounting.

On July 31, 2012, the Company purchased oil and gas assets and interests in the J.B. Tubb Leasehold Estate from EGPI Firecreek, Inc. The Company issued 14,000,000 shares of common stock to EGPI Firecreek, Inc. and the assumption of debt for 37.5% working interest and corresponding 28.125% net revenue interest in the oil and gas interests and pro rata oil and gas revenue and reserves in the North 40 plus additional right agreement for the South 40 of the J.B. Tubb Leasehold Estate, and for all depths below the surface to 8,500 ft. Also included are all related assets, fixtures, equipment, three well heads and three well bores.

On October 30, 2012, the Company entered into a Definitive Short Form Agreement with EGPI Firecreek, Inc. for development of 240 acre leases, reserves, three wells and equipment located in Callahan, Steven and Shackelford Counties, West Central Texas, which includes but is not limited to continuing negotiations to buy out 50% partner interests, due diligence, evaluation and preparation including an initial 3-D Seismic study reserve studies and roll over leases if necessary. The agreement is non-binding and the parties intend to finalize the agreement by executing a Definitive Long Form Agreement in the future. The parties had until November 6, 2012 to finalize this agreement but did not do so by that date. Both parties are still interested in pursuing this transaction in the future.

Use of Estimates- The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and for the period they include. Actual results may differ from these estimates.

Revenue and Cost Recognition

Oil and Gas: Revenue is recognized from oil and gas sales in the period of delivery. Settlement on sales occurs anywhere from two weeks to two months after the delivery date. The Company recognizes revenue when an arrangement exists, the product has been delivered, the sales price has been fixed or determinable, and collectability is reasonably assured.

Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. There were no cash equivalents as of June 30, 2013 or December 31, 2012.

Oil and Gas Activities The Company uses the successful efforts method of accounting for oil and gas producing activities. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole drilling costs are expensed. Development costs, including the costs to drill and equip developmental wells and successful exploratory drilling costs to locate proved reserves are capitalized.

Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. A determination of whether a well has found proved reserves is made shortly after drilling is completed. The determination is based on a process which relies on interpretations of available geologic, geophysics, and engineering data. If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If an exploratory well requires a major capital expenditure before production can begin, the cost of drilling the exploratory well will continue to be carried as an asset pending determination of whether proved reserves have been found only as long as: i) the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made, and: ii) drilling of the additional exploratory well is under way or firmly planned for the near future. If drilling in the area is not under way or firmly planned, or if the well has not found a commercially producible quantity of reserves, the exploratory well is assumed to be impaired, and its costs are charged to expense.

F - 5

In the absence of a determination as to whether the reserves that have been found can be classified as proved, the cost of drilling such an exploratory well is not carried as an asset for more than one year following completion of drilling. If after that year is passed, a determination that proved reserves exist cannot be made, the well is assumed impaired and it’s costs are charged to expense. Its costs can, however, continue to be capitalized if a sufficient quantity of reserves is discovered in the well to justify its completion as a producing well and sufficient progress is made in assessing the reserves and the well’s economic and operating feasibility.

The impairment of unamortized capital costs is measured at a lease level and is reduced to fair value if it is determined that the sum of expected future net cash flows is less than the net book value. The Company determines if impairment has occurred through either adverse changes or as a result of the annual review of all fields.

Asset Retirement Obligations (“ARO”) - The estimated costs of restoration and removal of facilities are accrued. The fair value of a liability for an asset's retirement obligation is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated with the related long-lived asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. For all periods presented, estimated future costs of abandonment and dismantlement are included in the full cost amortization base and are amortized as a component of depletion expense. At June 30, 2013 and December 31, 2012, the ARO of $5,333 and $5,114 is included in liabilities and fixed assets.

Development costs of proved oil and gas properties, including estimated dismantlement, restoration and abandonment costs and acquisition costs, are depreciated and depleted on a field basis by the units-of-production method using proved developed and proved reserves, respectively. The costs of unproved oil and gas properties are generally combined and impaired over a period that is based on the average holding period for such properties and the Company's experience of successful drilling.

Costs of retired, sold or abandoned properties that make up a part of an amortization base (partial field) are charged to accumulated depreciation, depletion and amortization if the units-of-production rate is not significantly affected. Accordingly, a gain or loss, if any, is recognized only when a group of proved properties (entire field) that make up the amortization base has been retired, abandoned or sold.

Stock-Based Compensation- The Company estimates the fair value of share-based payment awards made to employees and directors, including stock options, restricted stock and employee stock purchases related to employee stock purchase plans, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. We estimate the fair value of each share-based award using the Black-Sholes option pricing model. The Black-Sholes model is highly complex and dependent on key estimates by management. The estimates with the greatest degree of subjective judgment are the estimated lives of the stock-based awards and the estimated volatility of our stock price. The Black-Sholes model is also used for our valuation of warrants.

Earnings Per Common Share-Basic earnings per common share is calculated based upon the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and dilutive common share equivalents (convertible notes and interest on the notes, stock awards and stock options) outstanding during the period. Dilutive earnings per common share reflects the potential dilution that could occur if options to purchase common stock were exercised for shares of common stock. Basic and diluted EPS are the same as the effect of our potential common stock equivalents would be anti-dilutive.

Fair Value Measurements - On January 1, 2008, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2009, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 -Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect the Company's own assumptions about the inputs that market participants would use.

F - 6

The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2013 on a recurring and non-recurring basis:

								Total
								Gains
Description	Level 1		Level 2		Level 3			(Losses)

Derivative liabilities (recurring)	$	-	$	-	$	476,795	$	(272,034)

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012 on a recurring and non-recurring basis:

Description

Level 1

Level 2

Level 3

Gains

(Losses)

None

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt. The estimated fair value of cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The carrying value of long-term debt also approximates fair value since their terms are similar to those in the lending market for comparable loans with comparable risks. None of these instruments are held for trading purposes.

Fixed Assets- Fixed assets are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. The following is a summary of the estimated useful lives used in computing depreciation expense:

Well equipment

5 years

Expenditures for major repairs and renewals that extend the useful life of the asset are capitalized. Minor repair expenditures are charged to expense as incurred.

Impairment of Long-Lived Assets-The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires that those assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Goodwill and Other Intangible Assets - The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company’s evaluation of goodwill completed at December 31, 2012 pertaining to Legacy resulted in a full impairment. This impairment was recorded as an impairment expense of $104,272.

Income taxes- The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income.

F - 7

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance requires the Company to recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards.

Recent accounting pronouncements - Effective January 2012, we adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

Effective January 2012, we adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

Note 2 – Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has experienced substantial losses, maintains a negative working capital and capital deficits, which raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is working to manage its current liabilities while it continues to make changes in operations to improve its cash flow and liquidity position. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon the Company’s ability to generate revenue from the sale of its services and the cooperation of the Company’s note holders to assist with obtaining working capital to meet operating costs in addition to our ability to raise funds.

Note 3 – Common Stock Transactions

During the six months ended June 30, 2013, the Company issued 1,947,397 shares of common stock valued at $72,627 to retire a debt of $48,860, resulting in a loss on debt settlement of $23,767. All shares issued were valued based upon the closing price of the Company’s common stock at the date of the grant. For all debts that were converted within the terms of the related promissory notes, no gain or loss was recorded. Any debts converted outside of the terms resulted in a gain or loss based on the fair value of the stock on the date of conversion.

During the six months ended June 30, 2013, the Company issued 2,500,000 shares of common stock valued at $212,500 for services rendered. All shares issued were valued based upon the closing price of the Company’s common stock at the date of the service agreement effective date.

During the six months ended June 30, 2013, the Company reached an agreement to settle $300,000 of debt with 2,857,142 shares of common stock valued at $714,286, resulting in a loss on debt settlement of $414,286. All shares issued were valued based upon the closing price of the Company’s common stock at the date of the grant.

During the six months ended June 30, 2013, the Company reached an agreement to settle $35,105 of debt with 250,000 shares of common stock valued at $70,000, resulting in a loss on debt settlement of $34,895. All shares issued were valued based upon the closing price of the Company’s common stock at the date of the grant.

F - 8

Note 4 – Fixed Assets

The following is a detailed list of fixed assets:

	June 30, 2013			December 31, 2012

Well equipment		56,663			56,663
Accumulated depreciation		(25,050	)		(21,002	)

Equipment - net	$	31,613		$	35,661

Depreciation expense was $4,048 and $0 for the six months ended June 30, 2013 and June 30, 2012.

Note 5 – Oil and Gas

Oil and Gas Properties:	June 30, 2013			December 31, 2012

Oil and gas properties – proved reserves	$	962,784		$	1,042,987
Development costs		80,000			80,000
Accumulated depletion		(234,560	)		(150,754	)

Oil and gas properties - net	$	808,224		$	892,233

Depletion expense was $84,009 and $nil for the six months ended June 30, 2013 and June 30, 2012, respectively.

Note 6 – Income Tax Provisions

Deferred income tax assets and liabilities consist of the following at June 30, 2013

Deferred Tax asset	$	302,366
Valuation allowance		(302,366	)
Net deferred tax assets		-

Note 7 – Related Party Transactions

Through December 31, 2012, the CEO of Mondial Ventures, Inc. provided office space for the Company’s Scottsdale office free of charge. January 1, 2013 the Company entered into a month to month lease for the same office space, with the CEO’s mother, at a rate of $2,000 per month. The Company was current with its monthly rent payment. $Nil was due as of June 30, 2013.

The Company has a services agreement with Global Media Network USA, Inc. a company 100% owned by Dennis Alexander, to provide the services of Dennis Alexander to the Company at a monthly rate of $5,000. The Company was current with its monthly service fee. $Nil was due as of June 30, 2013.

The Company has a service agreement with Joanne M. Sylvanus, Accountant a company owned 100% by Joanne M. Sylvanus, to provide her services to the Company at a rate of $3,000 per month. There was a balance due on this contract of $3,000 at June 30, 2013.

F - 9

Note 8 – Notes Payable

At June 30, 2013 the Company was liable on the following Promissory notes

(See notes below to the accompanying table)

Date of			Date Obligation	Interest		Balance Due
Obligation	Notes		Matures	Rate (%)		6/30/2013 ($)

2/8/2011		1	5/9/2011		24		20,000
8/4/2011		2	8/4/2012		24		175,000
8/1/2012		3	On demand		18*		92,001
12/17/2012		4	9/19/2013		8		26,250
8/31/2012		5	8/31/2013		10		100,000
1/11/2013		6	1/11/2014		12		5,000
1/11/2013		7	1/11/2014		12		35,000
2/30/2013		8	11/13/2013		10		31,500
1/30/2013		9	11/1/2013		8		27,500
3/27/2013		10	On demand				11,300
4/1/2013		5	3/31/2014		10		22,000
5/20/2013		11	3/20/2014		12		46,140
4/18/2013		12	12/18/2013		6		25,000
5/22/2013		13	5/22/2014		12		29,500
5/30/2013		14	2/28/2014		12		100,000
6/19/2013		15	10/19/2013		18*		12,066
5/30/2013		16	2/28/2014		12		50,000
Various		17	On demand		18*		8,755
5/21/2013		18	2/28/2014		12		7,780

Total							824,792
Unamortized discount							260,580

*compounded monthly

Note 1: As of June 30, 2013 the Company had a promissory note of $20,000 for which no payments were made during the period and there is $11,145 in accrued interest on the note. The note is at default as of June 30, 2013.

Note 2: As of June 30, 2013 the Company had promissory notes outstanding in the amount of $175,000 for which no payments were made during the period and there is $90,912 in accrued interest on the note. The note is at default as of June 30, 2013.

Note 3: The Company entered into a promissory note agreement in the amount of $450,000 in 2012. On March 29, 2013, the Company entered into an agreement with the note holder to pay $300,000 of the note with 2,857,152 shares of Common Stock. On May 20, 2013 and May 30, 2013, note holder entered into debt assignment agreements to assign $30,000 and $120,000 interest to unrelated third parties respectively. As of June 30, 2013, unpaid compounded interest in the amount of $92,001 was reclassified from accrued interest to note payable due to note holder.

Note 4: As of June 30, 2013 the Company have made no cash payment for this debt obligation, note holder has enforced a penalty of $13,750 onto the Company, and the Company settled $15,000 in debt for common stock, yielding a balance of $26,250 at the period end. During the period and there is $1,100 in accrued interest on the note. A debt discount was recorded for $27,500 based on the fact that there was a beneficial conversion feature in the promissory note. Total debt discount amortization for the period was $22,510. This note is convertible into a number of shares by dividing the principal and interest owed by the greater of $0.00005 or 45% of the average lowest 3 trading prices over the 20 days prior to the conversion date. This conversion option does not become effective until 180 days after issuance of the note. On May 20, 2013, the Company issued convertible notes with embedded derivative features that were classified as derivative liabilities. These notes causes a tainted equity environment; therefore this convertible note was classified as derivative liabilities as of May 20, 2013. The Company evaluated the derivative liabilities and debt discount related to this note as of May 20, 2013. As the note was fully discounted, debt discount due to derivative liabilities in the amount of $58,833 was recorded as loss on derivative as of June 30, 2013.

Note 5: As of June 30, 2013 the Company had a non interest bearing note outstanding in the amount of $100,000 for which no payments were made. 10% of interest expenses were embedded with the outstanding balance. The 10% interest discount is being amortized over the life of the loan. Debt discount amortization for the six months period ended June 30, 2013 totaled to $4,959. On April 1, 2013, the Company entered into a second note in the amount of $20,000 with the same terms. No payments were made in the period. The 10% interest discount is being amortized over the life of the note. Debt discount amortization for the six months period ended June 30, 2013 totaled to $500.

Note 6: During the six months period ended June 30, 2013 the Company received cash proceeds of $5,000 for this debt obligation which bears interest at the rate of 12%. A debt discount was recorded for $5,000 based on the fact that there was a beneficial conversion feature in the promissory note. Total debt discount amortization for the period was $2,368. This note is convertible into a number of shares by dividing the principal and interest owed by 30% of the average lowest trading price during a 15 day trading period prior to the date of conversion. This conversion option does not become effective until 180 days after issuance of the note. On May 20, 2013, the Company issued convertible notes with embedded derivative features that were classified as derivative liabilities. These notes causes a tainted equity environment; therefore this convertible note was classified as derivative liabilities as of May 20, 2013. The Company evaluated the derivative liabilities and debt discount related to this note on May 20, 2013. As the note was fully discounted, debt discount due to derivative liabilities in the amount of $13,699 was recorded as loss on derivative as of June 30, 2013. No payments were made during the period and there is accrued interest of $279 on the note.

Note 7: During the six months period ended June 30, 2013 the Company received cash proceeds of $35,000 for this debt obligation which bears interest at the rate of 12%. No payments were made during the period and there is $1,956 in accrued interest on the note. A debt discount was recorded for $35,000 based on the fact that there was a beneficial conversion feature in the promissory note. Total debt discount amortization for the period was $16,301. This note is convertible into a number of shares by dividing the principal and interest owed by the greater of 30% of the average lowest trading prices over the 15 days prior to the conversion date. This conversion option does not become effective until 180 days after issuance of the note. On May 20, 2013, the Company issued convertible notes with embedded derivative features that were classified as derivative liabilities. These notes causes a tainted equity environment; therefore this convertible note was classified as derivative liabilities as of May 20, 2013. The Company evaluated the derivative liabilities and debt discount related to this note on May 20, 2013. As the note was fully discounted, debt discount due to derivative liabilities in the amount of $95,769 was recorded as loss on derivative as of June 30, 2013. Financing costs of $6,050 were paid in conjunction with this debt. These fees are amortized over the term of the loan and a total of $3,025 was amortized as of June 30, 2013.

F - 10

Note 8: During the six months period ended June 30, 2013 the Company received cash proceeds of $12,500 for this debt obligation which bears interest at the rate of 6%. No payments were made during the period and there is accrued interest of $282 on the note. In addition the Company received cash proceeds of $19,000 for another debt obligation which also bears interest at the rate of 6%. No payments were made during the period and there is accrued interest of $409 on the note.

Note 9: During the six months period ended June 30, 2013 the Company received cash proceeds of $27,500 for this debt obligation which bears interest at the rate of 8%. No payments were made during the quarter and there is accrued interest of $910 on the note. A debt discount was recorded for $27,500 based on the fact that there was a beneficial conversion feature in the promissory note. Total debt discount amortization for the period was $15,474. This note is convertible into a number of shares by dividing the principal and interest owed by the greater of $0.00005 or 45% of the average lowest 3 trading prices over the 20 days prior to the conversion date. This conversion option does not become effective until 180 days after issuance of the note. On May 20, 2013, the Company issued convertible notes with embedded derivative features that were classified as derivative liabilities. These notes causes a tainted equity environment; therefore this convertible note was classified as derivative liabilities as of May 20, 2013. The Company evaluated the derivative liabilities and debt discount related to this note on May 20, 2013. As the note was fully discounted, debt discount due to derivative liabilities in the amount of $39,078 was recorded as loss on derivative as of June 30, 2013. Financing costs of $2,500 were paid in conjunction with this debt. These fees are amortized over the term of the loan and a total of $1,389 was amortized as of June 30, 2013.

Note 10: During the six months period ended June 30, 2013 the Company received cash advances of $11,300 related to a debt obligation.

Note 11: On May 20, 2013, one of the note holders assigned debt in the amount of $30,000 to unrelated third party, and Company issued a convertible promissory note to this unrelated party for the debt assigned with 12% annual interest. This note is convertible into a number of shares at a discount of 50% off the lowest intra-day trading prices during the 10 days prior to the conversion date. While the notes have not yet become due or repaid, there was no Event of Default as of June 30, 2013, or thereafter. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of May 20, 2013. A debt discount due to derivative liabilities was recorded for $30,000; total debt discount amortization for the period was $16,037. The Company settled $13,860 in debt for common stock, yielding a balance of $16,140 at the period end. There is accrued interest of $311 for the six months ended June 30, 2013 on this note. On May 20, 2013, Company received cash proceed in the amount of $30,000 related to a debt obligation with the same unrelated third party. A second convertible note having the same terms was issued. . A debt discount due to derivative liabilities was recorded for $30,000; total debt discount amortization for the period was $4,046. No payments were made during the quarter and there is accrued interest of $404 on this note.

Note 12: During the quarter ended June 30, 2013 the Company received cash proceeds of $25,000 for this debt obligation which bears interest at the rate of 6%. No payments were made during the quarter and there is accrued interest of $300 on the note. . A debt discount was recorded for $25,000 based on the fact that there was a beneficial conversion feature in the promissory note. Total debt discount amortization for the period was $9,324. This note is convertible into a number of shares arrived at by dividing the principal and interest owed by 50% of the average lowest 3 trading prices over the 20 days prior to the conversion date. This conversion option does not become effective until 180 days after issuance of the note. On May 20, 2013, the Company issued convertible notes with embedded derivative features that were classified as derivative liabilities. These notes causes a tainted equity environment; therefore this convertible note was classified as derivative liabilities as of May 20, 2013. The Company evaluated the derivative liabilities and debt discount related to this note on May 20, 2013. As the note was fully discounted, debt discount due to derivative liabilities in the amount of $25,461 was recorded as loss on derivative as of June 30, 2013.\

Note 13: On May 22, 2013, the Company received a cash advance of $25,000 against a reserved note of $275,000, Outstanding principal amount included cash proceed of $25,000, 10% of original interest discount of $2,500, and financing cost of $2,000. No payments were made in this quarter and there is accrued interest of $388 on the outstanding balance of the note. This note is convertible into a number of shares equal to the dollar conversion amount divided by the lesser of $0.10 or 60% of the lowest trading price in the 25 trading days prior to conversion. The conversion option becomes effective immediately after the effective date of the note. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of May 22, 2013. A debt discount due to derivative liabilities was recorded for $26,137; total debt discount amortization for the period was $2,857.

Note 14: On May 30, 2013, one of the note holders assigned debt in the amount of $120,000 to unrelated third party, and Company issued a convertible promissory note to this unrelated party for the debt assigned with 12% annual interest. This note is convertible into a number of shares at a discount of 50% of the lowest intra-day trading price during the five trading days immediately prior to conversion date. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of May 30, 2013. A debt discount due to derivative liabilities was recorded for $120,000; total debt discount amortization for the period was $31,314. The Company settled $20,000 in debt for common stock, yielding a balance of $100,000 at the period end. There is accrued interest of $1,100 on the outstanding balance of the note.

F - 11

Note 15: During the six months period ended June 30, 2013 the Company received cash proceeds of $12,000 for this debt obligation which bears interest at the rate of 18% compounded monthly. No payments were made during the period and there is accrued interest of $66 on the note. Accrued interest was reclassified to principal owed as of June 30, 2013.

Note 16: On May 30, 2013, the Company received cash proceeds of $50,000 for this debt obligation which bears interest at the rate of 12%. This note is convertible into a number of shares arrived at by dividing the principal and interest owed by 50% of the average lowest trading prices over the 5 days prior to the conversion date. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of May 30, 2013. A debt discount due to derivative liabilities was recorded for $50,000; total debt discount amortization for the period was $5,657. In relation to the cash advances, financing costs of $2,500 were paid in conjunction with this debt. These fees are amortized over the term of the loan and a total of $278 was amortized as of June 30, 2013. There is accrued interest of $1,100 as of June 30, 2013 for this note.

Note 17: During six months period ended June 30, 2013 we had received cash proceeds from an unrelated third party for the aggregate amount of $8,250 , which is payable in principal and interest with rates of 18% compounded monthly. No payments were made in the period. Accrued interest in the amount of $255 for the period was reclassified to principal owed as of June 30, 2013.

Note 18: On May 21, 2013, the Company received cash proceeds of $7,780 for this debt obligation which bears interest at the rate of 12%. This note is convertible into a number of shares arrived at by dividing the principal and interest owed by 45% of average of three (3) lowest trading closing bid price during the 20 days prior to conversion. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of May 21, 2013. A debt discount due to derivative liabilities was recorded for $7,780; total debt discount amortization for the period was $1,100. There is accrued interest of $68 as of June 30, 2013 for this note.

Note 9 – Derivative Liabilities

The Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of a conventional debt instrument because it contained a diluted issuance provision, the convertible notes were accounted for in accordance with ASC 815. According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional expense at issuance date.

Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair value of derivatives” in the consolidated statement of operations. As of June 30, 2013, the fair value of the embedded derivatives included on the accompanying consolidated balance sheet was $476,795. During the three and six months ended June 30, 2013, the Company recognized a loss on change in fair value of derivative liability totaling $272,034 and $272,034, respectively. Key assumptions used in the valuation of derivative liabilities associated with the convertible notes at June 30, 2013 were as follows:

·	The stock price would fluctuate with an annual volatility ranging from 262% to 299% based on the historical volatility for the company.

·	An event of default would occur 5% of the time, increasing 1.00% per quarter to a maximum of 10%.

·	Alternative financing for the convertible notes would be initially available to redeem the note 0% of the time and increase quarterly by 1% to a maximum of 20%.

·	The monthly trading volume would average $500,036 to $507,813 and would increase at 1% per month.

·	The variable conversion prices ranging from 30% to 60% of bid or close prices over 10 to 25 trading days have effective discount rates of 48.93% to 74.36%

·	The holder would automatically convert at variable conversion prices ranging from 30% to 60% of bid or close prices over 10 to 25 trading days if the registration was effective and the company was not in default.

·	Conversion price reset events are assumed every 3 months.

The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a lattice model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The embedded derivatives that were analyzed and incorporated into the model included the conversion feature with the full ratchet reset, and the redemption options.

F - 12

The components of the derivative liability on the Company’s balance sheet at June 30, 2013 and December 31, 2012 are as follows:

	June 30, 2013		December 31, 2012

Embedded conversion features - convertible promissory notes	$	476,795	$	-
	$	476,795	$	-

The Company had the following changes in the derivative liability:

Balance at December 31, 2012	$	-
Issuance of securities with embedded derivatives		525,064
Debt conversion		(59,156)
Derivative (gain) or loss due to mark to market adjustment		10,887
Balance at June 30, 2013	$	476,795

Note 10 – Asset Retirement Obligation (ARO)

The ARO is recorded at fair value and accretion expense is recognized as the discounted liability is accreted to its expected settlement value. The fair value of the ARO liability is measured by using expected future cash outflows discounted at the Company’s credit adjusted risk free interest rate.

Amounts incurred to settle plugging and abandonment obligations that either less than or greater than amounts accrued are recorded as a gain or loss in current operations. Revisions to previous estimates, such as the estimated cost to plug a well or the estimated future economic life of the well may require adjustments to the ARO and are capitalized as part of the costs of proved oil and natural gas property.

The following table is a reconciliation of the ARO liability for continuing operations for the six months ended June 30, 2013 and December 31, 2012:

	June 30,		December 31,
	2013		2012

Asset retirement obligation at the beginning of the period	$	5,114	$	-
Acquisition of oil and gas leases				8,644
Revisions to previous estimates				(3,860)
Dispositions		-		-
Accretion expense		219		330
Asset retirement obligation at the end of the period	$	5,333	$	5,114

Note 11 – Concentrations and Risk

Customers

During the three and six months ended June, 2013, revenue generated under the top five customers accounted for 100% of the Company’s total revenue. Concentration with a single or a few customers may expose the Company to the risk of substantial losses if a single dominant customer stops conducting business with the Company. Moreover, the Company may be subject to the risks faced by these major customers to the extent that such risks impede such customers’ ability to stay in business and make timely payments.

Note 12 – Contingencies

The Company has certain notes that may become convertible in the future and potentially result in dilution to our common shareholders.

Note 13 – Subsequent Events

In July, 2013, the Company issued 13,350,275 shares of common stock to reduce debt on convertible promissory notes.

In August, 2013, the Company committed to issue 8,000,000 shares of common stock to reduce debt on convertible promissory notes.

In August 2013, the Company issued an 8% promissory note in the amount of $27,500 to accredited investors.

F - 13

In August 2013, the Company is presently in different stages of due diligence review and discussion, gathering data and information, and any available reports on potential acquisitions for proved producing reserves with revenues located in Texas, Louisiana, and other productive regions and areas in the U.S. The Company is working with sophisticated institutional investor group for a potential unit trust funding arrangement whereby upon approval of a qualified oil and gas project presented to the fund, and meeting its criteria, would advance on a per project basis up to $50,000,000 for 100% acquisition by the Company of such qualified project and available interests, and further terms including but not limited to an amortized interest rate of 12% amortized amount, payable monthly over 60 months, and secured by certain of the acquisition assets. The Company is in various stages of presentation on one or more projects with the goal to complete acquisition of a first project in the third quarter of operations.

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

You should read the following discussion and analysis in conjunction with the Consolidated Financial Statements in Form 10-K, as amended, and the other financial data appearing elsewhere in this Form 10-Q Report.

The information set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company’s revenues and profitability, (ii) prospective business opportunities and (iii) the Company’s strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. In light of these risks and uncertainties, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The foregoing review of important factors should not be construed as exhaustive. The Company undertakes no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

General

As of July 31, 2012 we are an oil and gas production company focused on the recovery and development of oil and natural gas.

Our Historical Business

Legacy – Mondial Merger

Pursuant to an Agreement and Plan of Merger dated as of December 14, 2010, entered into by and between Legacy Athletic Apparel LLC, (“Legacy”) a Virginia limited liability company and Mondial a Nevada corporation, on December 30, 2010, Legacy merged into Mondial, with Mondial being the surviving entity. Prior to the Plan of Merger Legacy was formed in July 2010 as a Virginia limited liability company. As a result of the merger, Mondial succeeded to the business and acquired all the assets and assumed all the liabilities of Legacy. Previous business activities related to Legacy operations included the development, design, marketing and distribution of branded performance apparel, footwear and accessories for men, women and youth.

Historical Mining Operations

Prior to the historical merger with Legacy, the Company was an exploration stage mineral company engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we would discover and that demonstrated economic feasibility. Prior to December 15, 2010, we owned a 100% interest in four contiguous mineral claims collectively known as the Q29 property. The claims expired on December 15, 2010, and in light of our determination to change our business as contemplated in the merger, we did not re-stake the claims.

We account for or have accounted for Legacy in discontinued operations in the consolidated statements of operations for the related fiscal year.

Completion and Entry into a Definitive Agreement with Energy Producers, Inc., a wholly owned subsidiary of EGPI Firecreek, Inc. (“EGPI”) for Sale of Oil and Gas Interests and Rights in J.B. Tubb Leasehold Estate, Ward and Jones County Texas

On July 31, 2012, the Company as the assignee of CUBO Energy PLC entered into and completed the closing of an Assignment and Bill of Sale and Stock Purchase Agreement (“SPA”) with EGPI Firecreek Inc. through its wholly owned subsidiary Energy Producers, Inc. (“EGPI”). The interests acquired from EGPI were oil and gas interests in the J.B. Tubb Leasehold Estate located outside of Odessa Texas in Ward and Jones County. The Agreement included our entering into a Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) granting certain rights in and to interests for additional development on the J.B. Tubb Leasehold Estate. The Company presently owns 37.5% working interest ("WI"), 28.125% net revenue interest ("NRI") in the oil and gas interests, and pro rata oil & gas revenue and reserves for all depths below the surface to at least 8500 ft. including all related assets, fixtures, equipment, three well heads and three well bores. The field is located in the Permian Basin and the Crawar Field, directly adjacent to property operated by Chevron Corporation in Ward County, Texas (12 miles southeast of Monahans and 30 miles west of Odessa in West Texas). For further information see the section on the “Business” and “Description of Properties” listed in this Report.

Completion and Entry into a Definitive Short Form Agreement with Energy Producers, Inc., a wholly owned subsidiary of EGPI Firecreek, Inc., for Evaluation and Potential Acquisition of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford Counties, Texas

On October 30, 2012, the Company as the assignee of CUBO Energy PLC and Energy Producers, Inc., a wholly owned subsidiary of EGPI Firecreek, Inc. (“EGPI”) entered into a Linear Short Form Agreement involving the development and acquisition of oil and gas interests subject to certain requirements. The interests relating to 50% working interests and corresponding 32% net revenue interests in oil and gas leases representing the aggregate total of 240 acre leases, reserves, three wells, and equipment located in Callahan, Stephens, and Shackelford Counties, West Central Texas. For further information see the section on the “Business” listed in this Report. The parties had until November 6, 2012 to finalize this agreement but did not do so by that date. Both parties are still interested in pursuing this transaction in the future.

The Company expects to incur an increase in operating expenses during the next year from commencing activities related to its plans for the Company’s oil and gas business including, but not limited to uncertainty as to development and the time and timing required for the Company’s plans to be fully implemented, governmental regulatory responses to the Company’s plans, fluctuating markets and corresponding spikes, or dips in our products demand, currency exchange rates between countries, acquisition and development pricing, related costs, expenses, offsets, increases, and adjustments. There can be no assurance that the Company will ever generate significant revenues or achieve profitability at all or on any substantial basis.

To the extent possible, the following discussion will highlight the Company’s business activities for the three and six months ended June 30,2013 and June 30,2012.

Results of Operations

Three months ended June 30, 2013 compared to the three months ended June 30, 2012.

Total revenue for sales of oil and gas during the three months ended June 30, 2013 was $43,943 compared with $nil in 2012.

Following is a breakdown of general and administrative costs for this period versus a year ago:

Detail of general and administrative expenses:

	For the three months ended June 30
	2013		2012

Advertising and promotion	$	798	$	-
Administration		43,152		4,375
Rent and utilities		6,000		-
Professional Fees		329,304		6,000
Total	$	379,254	$	10,375

For the three months ended June 30, 2013, total general and administrative expenses increased by $368,879 compared to the same period in 2012.

For the three months ended June 30, 2013 professional fees of $ 329,304 were incurred in regard to management advisory, legal costs and accounting, as compared to $ 6,000 for the three months ended June 30, 2012.

Interest expense for the three months ended June 30, 2013 was $174,743 compared to $12,450 for the same period last year.

Income (loss) per share was ($0.01) per share for the three months ended June 30, 2013, compared to an income (loss) of ($0.00) per share for the three months ended June 30, 2012.

The Company incurred loss on debt settlement in the amount of $23,767 for the three months ended June 30, 2013, compared to $nil in the same period in 2012.

The Company incurred loss on derivative in the amount of $272,034 for the three months ended June 30, 2013, compared to $nil in the same period in 2012.

Six months ended June 30, 2013 compared to the six months ended June 30, 2012.

Total revenue for sales of oil and gas during the six months ended June 30, 2013 was $62,705 compared with none in 2012.

Following is a breakdown of general and administrative costs for this period versus a year ago:

Detail of general and administrative expenses:

	For the six months ended June 30
	2013		2012
Advertising and promotion	$	866	$	-
Administration		61,771		34,954
Rent and utilities		12,000		-
Professional Fees		407,466		7,250
Total	$	482,103	$	42,204

For the six months ended June 30, 2013, total general and administrative expenses increased by $439,899 compared to the same period in 2012.

For the six months ended June 30, 2013 professional fees of $407,466 were incurred in regard to management advisory, legal costs and accounting, as compared to $7,250 for the six months ended June 30, 2012.

Interest expense for the six months ended June 30, 2013 was $231,567 compared with $24,900 for the same period last year.

Income (loss) per share was ($0.03) per share for the six months ended June 30, 2013, compared to an income (loss) of ($0.00) per share for the six months ended June 30, 2012.

The Company incurred loss on debt settlement in the amount of $472,948 for the six months ended June 30, 2013, compared to $nil in the same period in 2012.

The Company incurred loss on derivative in the amount of $272,034 for the six months ended June 30, 2013, compared to $nil in the same period in 2012

Discussion of Financial Condition: Liquidity and Capital Resources

Cash on hand at June 30, 2013 was $20,203 compared to $23,518 at December 31, 2012. The Company had working capital deficit of $1,179,680 at June 30, 2013 compared to a working capital deficit of $ 933,716 at December 31, 2012.

Total assets decreased to $868,232 at June 30, 2013 compared to $ 951,412 at June 30, 2012 mainly as a result of the depletion of oil and gas leases.

Shareholders’ equity deficit increased to a deficit of $336,984 at June 30, 2013 from a deficit of $10,936 at December 31, 2012. During the six months ended June 30, 2013, the Company issued 7,554,539 shares to retire debt and pay for services.

For the six months period ended June 30, 2013, the Company has used $278,845 cash in operating activities compared to $1,520 cash used in the same period in 2012.

For the six months period ended June 30, 2013, the Company has generated $275,530 cash in financing activities compared to $nil in the same period in 2012.

The Company must generally undertake certain ongoing expenditures in connection with rebuilding, expanding and developing its oil and gas business and related acquisition activity and its business acquisition activities, and for various past and present legal, accounting, consulting, and technical review, and to perform due diligence for the acquisition and development programs for both lines of business; furthering research for new and ongoing business prospects, and in pursuing capital financing for its existing available rights and proposed operations.

Management has estimated that cost for initially paying down certain of the Company’s recent debt, providing necessary working capital, and activating development of its current plans for domestic oil and gas segment operations, alternative energy division, acquisition and development, will initially require $5,000,000 to $35,000,000 during the next six to twelve months .

The Company may elect to reduce or increase its requirement as circumstances dictate. We may elect to revise our plans and requirements for funds depending on factors including; changes in acquisition and development estimates; interim corporate and project finance requirements; unexpected timing of markets as to cyclical aspects as a whole; currency and exchange rates; project availability with respect to interest and timing factors indicated from parties representing potential sources of capital; structure and status of our strategic alliances, potential joint venture partners, and or our targeted acquisitions and or interests.

The Company cannot predict that it will be successful in obtaining funding for its plans or that it will achieve profitability in fiscal 2013.

ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and therefore we are not required to provide the information required under this item.

ITEM 4(T) – CONTROLS AND PROCEDURES

(a)	Evaluation of Disclosure and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2013. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that there are material weaknesses in our disclosure controls and procedures and they were not effective for the following reasons:

●

Due to our relatively small size and not having present operations, we do not have segregation of duties which is a deficiency in our disclosure controls. We do not presently have the resources to cure this deficiency.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosure.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

(b)	Changes in Internal Controls over financial reporting

There have been no changes in our internal controls over financial reporting during our last fiscal quarter, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II– OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

Currently, and from time to time, we are involved in litigation incidental to the conduct of our business. We are not a party to any lawsuit or proceedings that, in the opinion of our management and based on consultation with legal counsel, is likely to have a material adverse effect on our financial position or results of operations.

ITEM 1A. – RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Form 10-K for the fiscal year ended December 31, 2012.

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

Required information has been furnished in current Report(s) on Form 8-K filings and other reports, as amended, during the period covered by this Report and additionally as listed and following:

Required information has been furnished in current Report(s) on Form 8-K filings and other reports, as amended, during the period covered by this Report.

Please see information contained in our Annual Report on Form 10-K filed on April 29, 2013 and in Current Report on Form 8-K filed on August 9, 2012, incorporated herein by reference.

I. Effective on June 24, 2013, the Company issued restricted common stock, par value $0.001 per share, to the following entity in consideration of public relations and communications services.

Name and Address (iii)

Date

Common Stock Amt

Type of Consideration

Fair Market Value of Consideration

Equiti-trend Advisors, LLC/

JT Trading, LLC 1/

11995 El Camino Real Ste 301

San Diego, CA 92130

6/24/2013

*2,500,000

For services rendered to the Company

212,500

(i) Issuances are approved, subject to such entity/persons being entirely responsible for their own personal, Federal, State, and or relevant single or multi jurisdictional income taxes, as applicable. Unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to his shares of our common and or preferred stock beneficially owned.

(ii) $212,500 of the financing proceeds in the immediately preceding table was used as listed in the table above primarily in consideration of services rendered.

(1) Equiti-trend Advisors, LLC/JT Trading, LLC, for public relations and communications services. Equiti-trend Advisors, LLC/JT Trading, LLC is a shareholder and an advisor of the Company and is not acting as a director or officer.

(iii) The shares of common stock were issued pursuant to an exemption from registration as provided by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). All such certificates representing the shares issued by the Company shall bear the standard 1933 Act restrictive legend restricting resale.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – (REMOVED AND RESERVED)

ITEM 5 – OTHER INFORMATION

Please see information contained in our Current Report on Form 8-K filed on August 9, 2012, incorporated herein by reference.

The Company is presently in different stages of review and discussion, gathering data and information, and any available reports on other potential acquisitions in Texas, Montana, and other productive regions and areas in the U.S.

From time to time Management will examine oil and gas operations in other geographical areas for potential acquisition and joint venture development.

ITEM 6. – EXHIBITS

31.1	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS	XBRL Instance Document*

101 SCH	XBRL Schema Document*

101 CAL	XBRL Calculation Linkbase Document*

101 DEF	XBRL Definition Linkbase Document*

101 LAB	XBRL Labels Linkbase Document*

101 PRE	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 19, 2013

Mondial Ventures, Inc.

/s/ Dennis Alexander

Dennis Alexander

Chief Executive Officer and

Chairman of the Board of Directors