RING ENERGY, INC. - Quarter Report: 2008 December (Form 10-Q)

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FORM 10-Q

(Small Company Filing)

______________________________________

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

MARK ONE

 

EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2008

OR

FOR THE TRANSITION PERIOD FROM _______ TO _______

 

Commission File Number: 0001384195

 

RING ENERGY, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

Nevada                                                                                                                                                         92373_  

                     Address of principal executive offices

 

 

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

 

 

Securities registered pursuant to Section 12(g) of the Act:            None

 

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 has required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                 X Yes       __No

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act)      X Yes       __No

 

There were 3,541,217 shares of common stock outstanding on December 31, 2008 of an authorized 75,000,000 shares.

 

 

 

 

INDEX

INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q) TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND COMPARATIVE PERIODS (UNAUDITED).

 

   Page    Number

 

FORWARD-LOOKING STATEMENTS AND RISKS

 

PART I. UNAUDITED FINANCIAL INFORMATION

 

                

 

 

 

 

 

 

 

Forward-Looking Statements

 

Certain information included in this report, other materials filed or to be filed by the Company with the Securities and Exchange Commission (“SEC”), as well as information included in oral statements or other written statements made or to be made by the Company, contain or incorporate by reference certain statements (other than statements of historical or present fact) that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

 

All statements, other than statements of historical or present facts, that address activities, events, outcomes or developments that the Company plans, expects, believes, assumes, budgets, predicts, forecasts, estimates, projects, intends or anticipates (and other similar expressions) will or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the cautionary statements in this Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008. Such forward-looking statements appear in a number of places and include statements with respect to, among other things, such matters as: future capital, development and exploration expenditures (including the amount and nature thereof), for intended oil and gas activities, as well as intended capital formation. We caution you that these forward-looking statements are subject to risks and uncertainties. These risks include but are not limited to: general economic conditions, the Company’s ability to finance acquisitions, oil and gas acquisition and development, the market price of oil and natural gas, the risks associated with exploration, the Company’s ability to find, acquire, market, develop

 

 

and produce properties, operating hazards attendant to the oil and natural gas business, uncertainties in the estimation of proved reserves and in the projection of future rates of production and timing of development expenditures, the strength and financial resources of the Company’s competitors, the Company’s ability to find and retain skilled personnel, climatic conditions, labor relations, availability and cost of material and equipment, environmental risks, the results of financing efforts, regulatory developments.

 

Reserve engineering for and oil and gas company is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data and the interpretation of that data by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, these revisions could change the schedule of any further production and/or development drilling. Accordingly, reserve estimates are generally different from the quantities of oil and natural gas that are ultimately recovered.

 

In addition, the Company is in a transition period, with the Company attempting to find various “going forward” opportunities that may materially alter its financing, structure, and specific business; which, may in turn, significantly affect current estimates or projections.

 

Should one or more of the risks or uncertainties described above or elsewhere in this Form 10-Q or presented in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008 occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. We specifically disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement in its entirety and therefore disclaim any resulting liability for potentially related damages.

 

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

 

PART I. UNAUDITED FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

 

The following financial statements included herein have been prepared in conformity with generally accepted accounting principles. The statements are unaudited but reflect all adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and results of operations. All such adjustments are of a normal recurring nature.

 

 

 

 

 

 

 

 

 

 

RING ENERGY, INC.

(A Pre-Exploration Stage Company)

 

FINANCIAL STATEMENTS

 

December 31, 2008 and September 30, 2008

 

 

RING ENERGY, INC.

(formerly Transglobal Mining Corp.)

(A Pre-exploration Stage Company)

Balance Sheets

 

 

 

 

 

RING ENERGY, INC.

(formerly Transglobal Mining Corp.)

(A Pre-exploration Stage Company)

Statements of Stockholders’ Equity (Deficit)

 

 

 

 

 

 

RING ENERGY, INC.

(formerly Transglobal Mining Corp.)

(A Pre-exploration Stage Company)

Statements of Operations & Other Comprehensive Loss

(Unaudited)

 

 

 

 

 

RING ENERGY, INC.

(formerly Transglobal Mining Corp.)

(A Pre-exploration Stage Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

RING ENERGY, INC.

(formerly Transglobal Mining Corp.)

(A Pre-exploration Stage Company)

Statements of Cash Flows (Continued)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RING ENERGY, INC.

(A Pre-Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

December 31, 2008

(Unaudited)

 

NOTE 1 – INTERIM REPORTING

 

While information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented.  All adjustments are of a normal recurring nature.  It is suggested that these interim financial statements be read in conjunction with the Company’s September 30, 2008 financial statements.  Operating results for the period ended December 31, 2008 are not necessarily indicative of the results that can be expected for the year ending September 30, 2009. These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At December 31, 2008, the Company had not yet achieved profitable operations, and had accumulated losses of $353,013 since its inception. 

 

NOTE 2 – NON-CASH TRANSACTIONS

 

Investing and financing activities that do not have an impact on current cash flows are excluded from the statements of cash flows.

 

During the three months ended December 31, 2008, the Company recorded the imputed interest expense of $0 (2007: $1,455) (from inception: $5,221) (imputed at 10% interest) to the former director of the Company. Additional paid-in capital has been increased accordingly.

 

During the twelve months ended September 30, 2008, two individuals forgave amounts due them by the Company totaling $75,078. As these amounts owed were due to related parties, additional paid-in capital has been increased accordingly.

 

During the period July 30, 2004 (date of inception) to September 30, 2005, the Company issued 1,666,667 common shares of the Company to a former director of the company for $2,000.

 

These transactions have been excluded from the statements of cash flows.

 

NOTE 3 - COMMITMENTS

 

By a private placement agreement dated April 30, 2007, the Company received subscriptions of $60,000 with the respect to the issuance of 75,000 common shares at $0.80 per share. These shares have not been issued as of the date of this report.

 

NOTE 4 – ACCOUNT STANDARDS

 

a. Income Taxes

 

The Company uses the assets and liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards (“SFAS”), No. 109 “Accounting for Income Taxes”. Under the assets and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

 

 

NOTE 4 – ACCOUNT STANDARDS (CONTINUED)

 

b. Basic and Diluted Loss Per Share

 

The Company reports basic loss per share in accordance with SFAS No. 128, “Earnings Per Share”.  Basic loss per share is computed using the weighted average number of shares outstanding during the period. There are no potentially dilutive shares of common stock outstanding.

 

c. Foreign Currency Translation

 

The Company’s functional currency is United States (“U.S.”) dollars as substantially all of the Company’s operations use this denomination.  The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with SFAS No. 52.

 

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses would be included in Other Income (Expenses) on the Statement of Operations.

 

d. Financial Instruments

 

The carrying value of cash, accounts payable and accrued liabilities and related party loans approximate their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

 

e. Recent Accounting Pronouncements

 

In May of 2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This statement identifies literature established by the FASB as the source for accounting principles to be applied by entities which prepare financial statements presented in conformity with generally accepted accounting principles (GAAP) in the United States. This statement is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement will require no changes in the Company’s financial reporting practices.

 

In March 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 ("SFAS No. 161"). SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how the instruments are accounted for under SFAS No. 133 and its related interpretations, and how the instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (fiscal year 2009 for the Company). The Company is currently evaluating the potential impact of the adoption of SFAS No. 161 on its disclosures in the Company's financial statements.

 

In May of 2008 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 163, “Accounting for Financial Guarantee Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises”. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement also clarifies how Statement 60 applies to financial guarantee insurance contracts. This statement is effective for fiscal years beginning after December 15, 2008. This statement has no effect on the Company’s financial reporting at this time.

 

 

 

 

NOTE 4 – ACCOUNT STANDARDS (CONTINUED)

 

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS 141(R) replaces SFAS No. 141, Business Combinations, but retains the requirement that the purchase method of accounting for acquisitions be used for all business combinations.

 

SFAS 141(R) expands on the disclosures previously required by SFAS 141, better defines the acquirer and the acquisition date in a business combination, and establishes principles for recognizing and measuring the assets acquired (including goodwill), the liabilities assumed and any non-controlling interests in the acquired business. SFAS 141(R) also requires an acquirer to record an adjustment to income tax expense for changes in valuation allowances or uncertain tax positions related to acquired businesses. SFAS 141(R) is effective for all business combinations with an acquisition date in the first annual period following December 15, 2008; early adoption is not permitted. We do not expect SFAS No. 141(R) to have a material impact on our results of operations, financial position,or cash flows.

 

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115 (“SFAS 159”), which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities under an instrument-by-instrument election. Subsequent measurements for the financial assets and liabilities an entity elects to fair value will be recognized in earnings. SFAS 159 also establishes additional disclosure requirements. SFAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided that the entity also adopts SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). We have not yet determined the impact this standard will have on our financial statements.

 

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which improves financial reporting by requiring an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 will not have an impact on our results of operations, financial position, or cash flow.

 

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We do not expect SFAS 157 to have a material impact on our results of operations, financial position, or cash flows.

 

In July 2006, the FASB issued Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which applies to all tax positions related to income taxes subject to No. 109 (SFAS 109), Accounting for Income Taxes. This includes tax positions considered to be “routine” as well as those with a high degree of uncertainty. FIN 48 utilizes a two-step approach for evaluating tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) is only addressed if step one has been satisfied (i.e., the position is more-likely-than-not to be sustained). Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis that is more-likely-than-not to be realized upon ultimate settlement.

 

FIN 48’s use of the term “more-likely-than-not” in steps one and two is consistent with how that term is used in SFAS 109 (i.e., a likelihood of occurrence greater than 50 percent).

 

Those tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period they meet the more-likely-than-not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. FIN 48 specifically prohibits the use of a

 

 

 

NOTE 4 – ACCOUNT STANDARDS (CONTINUED)

 

valuation allowance as a substitute for derecognition of tax positions. Additionally, FIN 48 requires expanded disclosure requirements, which include a tabular

 

roll forward of the beginning and ending aggregate unrecognized tax benefits as well as specific detail related to tax uncertainties for which it is reasonably possible the amount of unrecognized tax benefit will significantly increase or decrease within twelve months. These disclosures are required at each annual reporting period unless a significant change occurs in an interim period. FIN 48 is effective for fiscal years beginning after December 15, 2006 (our fiscal year 2008). We do not believe the adoption will have a material impact on our results of operation.

 

f. Use of Estimates

 

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

 

NOTE 5 – COMMON STOCK ISSUANCES

 

During the period May 16, 2008 to May 23, 2008, the Company sold 500,000 shares of its restricted common stock in a private placement at $3.00 per share.

 

NOTE 6 – INVESTMENT

 

The Company has investment reserves of approximately $1,325,867 as of September 30, 2008.

 

The Company has adopted the provisions of Statement No. 115 issued by FASB titled, “Accounting for Certain Investment in Debt and Equity Securities”. This statement identifies literature established by the FASB as the source for accounting principles to be applied by entities which prepare financial statements presented in conformity with generally accepted accounting principles (GAAP) in the United States. This Statement addresses the accounting and reporting for certain investments in debt securities and equity securities. At September 30, 2008, the Company had no investments in debt securities.

 

Equity investments not classified as trading securities shall be classified as available-for-sale securities. At September 30, 2008, all of the Company’s investments were classified as available-for-sale securities.

 

Unrealized holding gains and losses for trading securities shall be included in earnings. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized.

 

Included in other assets are available-for-sale securities obtained by the Company during the year ended September 30, 2008. All of the securities that are classified as available-for-sale mature on or before October 16, 2008. The following summarizes the aggregate market value, cost, gross

unrealized holding gains and losses and income tax effect of the available-for-sale securities:

 

 

 

 

 

NOTE 7 – INCOME TAXES

 

The Company has estimated net operating loss carry-forwards of approximately $223,170 available for reduction against future years’ taxable income. The valuation allowance increased to approximately $223,170 during the quarter ended September 30, 2008. It is reasonably possible that our estimate of the valuation allowance will change.

 

 

 

 

 

 

 

 

 

RING ENERGY, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Basis of Preparation

 

The condensed financial statements for the period ended December 31, 2008 in this report have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission and reflect, in the opinion of the management, all adjustments necessary to present fairly the results of the operations of the interim periods presented herein. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes the disclosures presented herein are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008 and the 10-Q report for the period ending December 31, 2008, these reports have been filed with the Securities and Exchange Commission. The Annual Report and Quarterly Reports can be obtained from the Company and online at the Securities and Exchange Commission website at www.sec.gov/edgar.

 

 

Overview

 

The company was originally organized as a Nevada Corporation of record on July 30, 2004 under the name of Blanca Corp. The initial purpose of the corporation was to engage in mining operations. The name of the corporation was changed of record on April 18^th, 2007 to Transglobal Mining Corp. Each of these events occurred during the tenure of a prior and unrelated management group.

 

From its inception, the corporation intended to engage in various mining development operations within the United States and Canada up to a recent majority share acquisition in March 2008, as previously reported. Until the acquisition, the Company maintained its principal place of business in Saskatoon, SK, Canada. During 2006, the company “staked” a 405 hectare mineral claim in British Columbia, Canada, but no longer has any interst in that claim. In 2007, the company entered into various option agreements for the development of gold resources in China with China Eastern Mining Corporation, but since abandoned those interests. Also in 2007, the company purchased 2,865 hectare of land for the purposes of uranium exploration in the Surprise Lake Area, of British Columbia; the company now has abandoned those claims. As of the date of the majority share acquisition in March, 2008, as subsequently described, the company ownership changed to a new group of shareholder and new management and directors were installed. At the time of the majority share acquisition closing, and as a condition to such closing, the company divested itself from all assets and liabilities, such that the company acquired as of the date of the majority share acquisition was a true “shell” corporation.

 

On or about March 20^th, the company changed of record its name in Nevada, to Ring Energy, Inc. and intends to go forward under that name with a new business purpose being the acquisition and development of oil and gas properties and the marketing of oil and gas products derived from those properties. It is not presently determined exactly how the company will proceed to acquire and develop oil and gas properties; whether the interests acquired will be primarily working interest or royalty interest; or whether the company will be able to acquire sufficient interest to act as an operator in any potential oil and gas properties acquired. These future business activities and plans will be subsequently determined by the board of directors and will be discussed on an ongoing basis with shareholders through the subsequent periodic reports to be filed by the company. At the present time, there are no commitments, options or rights to acquire any particular oil and gas properties and none have been identified for acquisition to date.

 

During the second calendar quarter of 2008 and after the majority share acquisition, the company was primarily engaged in completing the resulting reorganization, including opening a bank account, arranging a transfer agent, completing

 

 

 

registration of its shares for trading, leasing office space and other related start-up operations. No oil or gas activities have occurred during this quarter.

 

Summary of Significant Events

 

The Company has previously reported in detail upon the following significant events since the majority share acquisition in March, 2008 and such events are, therefore, only listed here in outline fashion:

 

 

 

 

 

The company is currently approved for trading on the OTCBB (Electronic Bulletin Board) under the name “Ring Energy, Inc.,” symbol RNGE. There is presently very limited trading in the company’s stock.

 

Critical Accounting Policies and Estimates

 

The Company’s discussion and analysis of its financial condition and results of operation are based upon unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements may require the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements.

 

The Company will account for its intended oil and natural gas properties, or if as acquired, under the full cost method of accounting. Depletion, depreciation and amortization of oil and natural gas properties and the periodic assessments for impairment are based on underlying oil and natural gas reserve estimates and future cash flows using then current oil and natural gas prices combined with operating and capital development costs. There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures. Historically, oil and natural gas prices have also experienced significant fluctuations and have been particularly volatile in recent years. Price fluctuations can result from variations in weather, levels of regional or national production and demand, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in oil and natural gas prices received could have a significant impact on future results.

 

Liquidity and Capital Resources

 

At December 31, 2008, the Company had total assets of $1,336,059 compared to current liabilities of approximately $8,859. The company currently has working capital reserves of approximately $55,084, no revenues and an accumulated deficit of approximately ($353,013). The Company has investment reserves of approximately $1,319,008. As of September 30, 2008 (fiscal year end), the Company had assets of $1,394,138, current liabilities of approximately $941 and accumulated deficit of ($281,706).

 

During the third quarter of the company’s current fiscal year, ending December 31, 2008, there were no significant capital expenditures. The company has not yet engaged in any active business purposes, and primarily devoted its effort during the quarter reported to the completion of the previously described reorganization related matters.

 

 

 

The company believes that as a result of the private placement offering, it should have sufficient investment reserves to carry it to a point when anticipated oil and gas revenues can be realized; though no warranty of this projection can be made. At present, the Company (based upon fiscal year 2008) had average monthly expenses of approximately $10,435/month in 2008, though no assurance or warranty is offered that expenses may not vary significantly in 2009, particularly if the Company acquires any oil and gas assets.

 

Results of Operations

 

Three months ended December 31, 2008 compared to three months ended December 31, 2007.

 

In neither of the above comparable periods, did the company have any revenues or income. During the last quarter, the company had ongoing expenses which were financed from the Company’s working capital reserves.

 

For the comparable quarterly periods of December 31, 2008 to December 31, 2007, the company had more expenses, and the expenses which were incurred were paid from the working capital reserves. The increase in expenses were almost entirely attributable to increases in legal and accounting services. Management believes almost all of the transitional costs of reorganization were paid before or in the quarter ending June 30, 2008. Operating costs in the fiscal quarter ending December 31^st were approximately $80,806 in 2008 compared to $15,482 in the same period in 2007. From inception in July, 2004, the total expenses were ($363,649).

 

 

As previously outlined above, the company is now essentially a shell company, having been acquired in a majority share acquisition and reorganized as an intended oil and gas company under the name of Ring Energy, Inc. At the present time, the company has limited assets, no revenues, or specific business operations all of which constitute risk factor to anyone wishing to participate in the company. The company does intend to go forward in the future with attempting to acquire some type of oil and/or gas interest or properties. If the company is successful in completing its intended acquisitions, generally outlined above, there will remain certain risk as to whether suitable oil and gas properties can be acquired on a commercially feasible basis. Additional risk may arise from whether the company has sufficient capital to acquire and develop oil and gas properties and to market any product from those properties. There is also an inherent risk in any oil and gas development program which may arise out of such typical risk factors as the drilling of dry or non-commercial wells, completion problems, and fluctuations in oil and gas prices. There are also significant environmental risks in oil and gas development, as well as significant government regulation.

 

 

Evaluation of Disclosure Controls and Procedures

 

As of December 31, 2008, our Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”or “Mr. Steve Owens”) conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Exchange Act, the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is 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 by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officer has concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act, and the rules and regulations promulgated thereunder.

 

 

 

Changes in Internal Controls Over Financials Reporting

 

Further there have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Future Accounting Policies and Procedures

 

The Company is aware that for the period ending September 30, 2009, unless extended or modified by the SEC or Congress and if it remains as a “reporting company” under the Securities Exchange Act of 1934 (’34 Act), it will be required to report through an independent audit committee and will also be required to implement much more rigorous and extensive internal financial and accounting procedures under Sarbanes-Oxley Act, particularly § 404.

 

The Company is presently actively exploring its options with regard to this potential increased level of accounting and compliance. One possibility being actively reviewed is to terminate the Company’s status as a reporting company under the ’34 Act and attempt to continue trading as a “higher tier” company on the Pink Sheets which do not require public reporting on the same level, but under which the Company would continue to have annual audits and maintain current public information. While this action, if taken, would substantially reduce expenses it may also adversely impact the pricing and liquidity of the Company’s limited trading stock and the amount of public information available. While shareholders will not take part in these decisions, management would be interested in your input and will inform shareholders of any decision through a public 8-K filing and direct notice to shareholders.

 

The Company is also exploring establishing a Company website to better provide more information and notices directly to shareholders and the public.

 

PART II.    OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

 

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

 

 

ITEM 3. DEFAULTS OF UPON SENIOR SECURITIES

 

 

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

 

 

ITEM 5. SUBSEQUENT EVENTS

 

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

 

 

 

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2 Certification of Acting Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1 Certification of Chief Executive Officer, dated February ___, 2009, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002. *

32.2 Certification of Acting Chief Financial Officer, dated February ___, 2009, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

 

(b) The following report on Form 8-K with Exhibits was filed by Registrant during or related to the quarter ended December 31, 2008:

 

 

 

SIGNATURES

 

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

 

RING ENERGY, INC.