Tiger Oil & Energy, Inc. - Quarter Report: 2011 March (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
(Mark One)
o QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number 333-141875
TIGER OIL AND ENERGY, INC.
(Exact name of Registrant as specified in its charter)
NEVADA
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20-5936198
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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7230 Indian Creek Ln., Ste 201
Las Vegas, NV 89149
(Address of principal executive offices)
(702) 839-4029
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No. o
Indicate by checkmark 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No (Not Required)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated Filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x
APPLICABLE ONLY TO CORPORATE ISSUERS
As of May 20, 2011, the Company had 52,478,159 issued and outstanding shares of its common stock.
TABLE OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Balance Sheets – March 31, 2011 (unaudited) and December 31, 2010
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2
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Statements of Operations – three months ended March 31, 2011 and 2010 and the period from inception of the exploration stage on April 30, 2009 to March 31, 2011 (unaudited)
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3
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Consolidated Statements of Stockholders’ Equity | 4 | |
Statements of Cash Flows – three months ended March 31, 2011 and 2010 and the period from inception of the exploration stage on April 30, 2009 to March 31, 2011 (unaudited)
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5
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Notes to Financial Statements
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7
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 3.
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Quantitive and Qualitative Disclosures About Market Risk
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11
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Item 4T.
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Controls and Procedures
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11
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PART II – OTHER INFORMATION
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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11
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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13
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Signatures
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14
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PART I — FINANCIAL INFORMATION
The accompanying interim unaudited financial statements of Tiger Oil and Energy, Inc. (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2010 included in a 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on April 14, 2010. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the three months ended March 31, 2011are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2011.
TIGER OIL AND ENERGY, INC.
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(Formerly UTEC, Inc.)
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||||||||
(An Exploration Stage Company)
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Consolidated Balance Sheets
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ASSETS
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March 31,
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December 31,
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|||||||
2011
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2010
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|||||||
(Unaudited)
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||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
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$ | 83 | $ | 14,352 | ||||
Prepaid expenses
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- | 400 | ||||||
Total Current Assets
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83 | 14,752 | ||||||
OTHER ASSETS
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||||||||
Oil and gas properties, net
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394,997 | 314,997 | ||||||
Total Other Assets
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394,997 | 314,997 | ||||||
TOTAL ASSETS
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$ | 395,080 | $ | 329,749 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued expenses
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$ | 7,670 | $ | 4,103 | ||||
Related-party payables
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54,464 | 19,064 | ||||||
Notes payable
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15,240 | 15,240 | ||||||
Derivative liability
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16,850 | 11,911 | ||||||
Total Current Liabilities
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94,224 | 50,318 | ||||||
LONG-TERM LIABILITIES
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||||||||
Asset retirement obligation
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6,010 | 5,878 | ||||||
Total Long-Term Liabilities
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6,010 | 5,878 | ||||||
TOTAL LIABILITIES
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100,234 | 56,196 | ||||||
STOCKHOLDERS' EQUITY
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||||||||
Preferred stock - 1,000,000 shares authorized, $0.001 par value;
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42,013 issued and outstanding
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42 | 42 | ||||||
Common stock - 74,000,000 shares authorized, $0.001 par value;
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||||||||
52,728,159 and 52,478,159 issued and outstanding, respectively
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52,728 | 52,478 | ||||||
Additional paid-in capital
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4,212,139 | 4,167,389 | ||||||
Deficit accumulated incured prior to the exploration stage
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(524,202 | ) | (524,202 | ) | ||||
Deficit accumulated during the exploration stage
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(3,445,861 | ) | (3,422,154 | ) | ||||
Total Stockholders' Equity
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294,846 | 273,553 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS'
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||||||||
EQUITY
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$ | 395,080 | $ | 329,749 | ||||
The accompanying notes are an integral part of these financial statements.
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2
TIGER OIL AND ENERGY, INC.
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(Formerly UTEC, Inc.)
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(An Exploration Stage Company)
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Consolidated Statements of Operations
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(Unaudited)
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From Inception
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on April 30 2009
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For the Three Months Ended
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through
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March 31,
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March 31,
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|||||||||||
2011
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2010
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2011
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REVENUES
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$ | - | $ | - | $ | - | ||||||
COST OF SALES
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- | - | - | |||||||||
GROSS MARGIN
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- | - | - | |||||||||
OPERATING EXPENSES
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Amortization of deferred tax benefit
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- | - | 170,800 | |||||||||
Impairment of intangible assets
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- | - | 650,136 | |||||||||
Management fees
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- | - | 1,109,933 | |||||||||
General and administrative
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18,543 | 60,045 | 228,138 | |||||||||
Total Operating Expenses
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18,543 | 60,045 | 2,159,007 | |||||||||
LOSS FROM OPERATIONS
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(18,543 | ) | (60,045 | ) | (2,159,007 | ) | ||||||
OTHER INCOME (EXPENSE)
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Interest expense
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(225 | ) | (109 | ) | (586 | ) | ||||||
Gain on forgiveness of debt
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- | - | 111,674 | |||||||||
Other income
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- | - | 40,000 | |||||||||
Loss on derivative liability
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(4,939 | ) | - | (16,850 | ) | |||||||
Total Other Income (Expense)
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(5,164 | ) | (109 | ) | 134,238 | |||||||
LOSS BEFORE TAXES
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(23,707 | ) | (60,154 | ) | (2,024,769 | ) | ||||||
Provision for income taxes
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- | - | - | |||||||||
NET LOSS FROM CONTINUING OPERATIONS
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(23,707 | ) | (60,154 | ) | (2,024,769 | ) | ||||||
Net income from discontinued operations
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- | - | 309,650 | |||||||||
Loss on disposal of discontinued operations
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- | - | (1,730,742 | ) | ||||||||
Loss from Discontinued Operations,
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Net of Income Taxes
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- | - | (1,421,092 | ) | ||||||||
NET LOSS
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$ | (23,707 | ) | $ | (60,154 | ) | $ | (3,445,861 | ) | |||
BASIC AND DILUTED LOSS PER SHARE
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FROM CONTINUING OPERATIONS
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
BASIC AND DILUTED LOSS PER SHARE
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FROM DISCONTINUED OPERATIONS
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- | - | ||||||||||
TOTAL BASIC AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER
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OF SHARES OUTSTANDING
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52,642,048 | 34,118,159 | ||||||||||
The accompanying notes are a integral part of these financials statements.
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3
TIGER OIL AND ENERGY, INC.
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(Formerly UTEC, Inc.)
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(An Exploration Stage Company)
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Consolidated Statements of Stockholders' Equity
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Deficit
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Additional
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Accumulated
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Preferred Stock
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Common Stock
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Paid-In
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During the
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Shares
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Amount
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Shares
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Amount
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Capital
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Exploration Stage
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Total
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Balance, December 31, 2008
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42,013
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$
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42
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51,968,159
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$
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51,968
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$
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2,149,515
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$
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(524,202
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) |
$
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1,677,323
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Option expense pursuant to employee
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option plan
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-
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-
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-
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-
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401,250
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-
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401,250
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Operational segment sold in exchange
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for common stock
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-
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-
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(22,500,000
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) |
(22,500
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22,500
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-
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-
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Common stock issued for purchase
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of subsidiary at $0.01 per share
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-
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-
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4,050,000
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4,050
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36,450
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-
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40,500
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Common stock issued for cash
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at $0.05 per share
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-
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-
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600,000
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600
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29,400
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-
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30,000
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Net loss for the year ended
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December 31, 2009
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-
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-
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-
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-
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-
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(2,442,684
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) |
(2,442,684
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) | ||||||||||
Balance, December 31, 2009
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42,013
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42
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34,118,159
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34,118
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2,639,115
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(2,966,886
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) |
(293,611
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) | ||||||||||
Common stock issued for services
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at $0.05 per share in October 2010
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-
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-
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8,000,000
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8,000
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392,000
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-
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400,000
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Common stock issued in acquisition of
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Jett Rink subsidiary
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-
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-
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10,000,000
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10,000
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500,000
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-
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510,000
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Common stock issued for services at
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$0.16 pere share on December 30, 2010
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-
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-
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360,000
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360
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57,240
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-
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57,600
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Contributed capital
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-
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-
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-
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-
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579,034
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-
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579,034
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Net loss for the year ended
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December 31, 2010
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-
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-
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-
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-
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-
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(979,470
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) |
(979,470
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) | ||||||||||
Balance, December 31, 2010
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42,013
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42
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52,478,159
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52,478
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4,167,389
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(3,946,356
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) |
273,553
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|||||||||||
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Common stock issued for oil and gas leases
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at $0.18 per share (unaudited)
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-
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-
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250,000
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250
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44,750
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-
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45,000
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Net loss for the three months ended
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March 31, 2011 (unaudited)
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-
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-
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-
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-
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-
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(23,707
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) |
(23,707
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) | ||||||||||
Balance, March 31, 2011 (unaudited)
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42,013
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42
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52,728,159
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$
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52,728
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$
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4,212,139
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$
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(3,970,063
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) |
$
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294,846
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|||||||
The accompanying notes are an integral part of these financial statements.
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4
TIGER OIL AND ENERGY, INC.
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(Formerly UTEC, Inc.)
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(An Exploration Stage Company)
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Consolidated Statements of Cash Flows
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(Unaudited)
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||||||||||||
From Inception
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||||||||||||
on April 30 2009
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For the Three Months Ended
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through
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March 31,
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March 31,
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|||||||||||
2011
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2010
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2011
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OPERATING ACTIVITIES
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Net loss
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$ | (23,707 | ) | $ | (60,154 | ) | $ | (3,445,861 | ) | |||
Adjustments to Reconcile Net Loss to Net
|
||||||||||||
Cash Used by Operating Activities:
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||||||||||||
Depreciation
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- | 312 | 726 | |||||||||
Impairment of goodwill
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- | - | 528,894 | |||||||||
Change in deriative liability
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3,309 | - | 15,220 | |||||||||
Amortization of intangibles
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- | - | 2,803 | |||||||||
Employee option grants issued
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- | - | 46,500 | |||||||||
Cancellation of employee stock option shares
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- | - | 354,750 | |||||||||
Impairment of intangible assets
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- | - | 121,242 | |||||||||
Common stock issued for services
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- | - | 457,600 | |||||||||
Gain on settlement of debt
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- | - | (111,457 | ) | ||||||||
Deferred tax asset
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- | - | 170,800 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in prepaid expenses
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400 | - | - | |||||||||
Related party payables
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400 | (235 | ) | (36,022 | ) | |||||||
Accounts payable and accrued liabilities
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3,567 | - | 303,233 | |||||||||
Accrued salaries
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- | 54,919 | 83,333 | |||||||||
Net Cash Used in Continuing Operating Activities
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(16,031 | ) | (5,158 | ) | (1,508,239 | ) | ||||||
Net Cash Provided by Discontinued Operating Activities
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- | - | 1,678,016 | |||||||||
Net Cash Provided by (Used in) Operating Activities
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(16,031 | ) | (5,158 | ) | 169,777 | |||||||
INVESTING ACTIVITIES
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||||||||||||
Purchase of property and equipment
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- | - | (216,556 | ) | ||||||||
Net Cash Used in Investing Activities
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- | - | (216,556 | ) | ||||||||
FINANCING ACTIVITIES
|
||||||||||||
Proceeds from note payable
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- | - | 15,000 | |||||||||
Proceeds from the sale of common stock
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- | - | 30,000 | |||||||||
Net Cash Provided by Financing Activities
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- | - | 45,000 | |||||||||
NET INCREASE (DECREASE) IN CASH
|
(16,031 | ) | (5,158 | ) | (1,779 | ) | ||||||
CASH AT BEGINNING OF PERIOD
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14,352 | 9,453 | 100 | |||||||||
CASH AT END OF PERIOD
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$ | (1,679 | ) | $ | 4,295 | $ | (1,679 | ) | ||||
The accompanying notes are an integral part of these financial statements.
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5
TIGER OIL AND ENERGY, INC.
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(Formerly UTEC, Inc.)
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(An Exploration Stage Company)
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Consolidated Statements of Cash Flows
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||||||||||||
(Unaudited)
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||||||||||||
From Inception
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||||||||||||
on April 30,
|
||||||||||||
For the Three Months Ended
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2009 through
|
|||||||||||
March 31,
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March 31,
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|||||||||||
2011
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2010
|
2011
|
||||||||||
|
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SUPPLEMENTAL DISCLOSURES OF
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||||||||||||
CASH FLOW INFORMATION
|
||||||||||||
CASH PAID FOR:
|
||||||||||||
Income taxes
|
$ | - | $ | - | $ | - | ||||||
Interest
|
- | - | - | |||||||||
NON CASH FINANCING ACTIVITIES:
|
||||||||||||
Common stock issued in purchases
|
||||||||||||
of subsidiaries
|
$ | - | $ | - | $ | 550,500 | ||||||
Common stock and debt issued for
|
||||||||||||
oil and gas leases
|
80,000 | - | 80,000 | |||||||||
Common stock cancelled
|
- | - | 20,500 | |||||||||
Contributed capital from forgiveness
|
||||||||||||
of debt of a related-party
|
- | - | 579,034 |
The accompanying notes are an integral part of these financial statements.
6
TIGER OIL AND ENERGY, INC.
(Formerly UTEC, Inc.)
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2011 and December 31, 2010
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2010 audited financial statements. The results of operations for the period ended March 31, 2011 is not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
7
TIGER OIL AND ENERGY, INC.
(Formerly UTEC, Inc.)
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2011 and December 31, 2010
NOTE 4 – NOTES PAYABLE
On September 20, 2010 the Company borrowed a total of $15,000 from an unrelated third-party entity. The note bears interest at a rate of six percent per annum and is convertible at the option of the lender into common shares of the Company at the average bid quote for a period of five days prior to conversion. The note has no formal payment terms or due date, other than being due one demand. Due to the unknown quantity of shares to be issued pursuant to the future conversion of the note, the Company recorded a derivative liability in the amount of $15,088 relating to the conversion feature of the note, and a related loss on derivative liability in the same amount.
On February 1, 2011, the Company issued a note to a related party in exchange for $35,000 payment toward the purchase of certain oil leases in Kansas. The note is non-interest bearing, and due on January 31, 2012 (see Note 5 below).
NOTE 5 – PURCHASE OF OIL AND MINERAL LEASES
On February 1, 2011, the Company entered into an agreement with a related party to purchase a 100 percent interest in three oil and mineral leases in Cowley, County, Kansas. As consideration for the purchase, the Company issued a non-interest bearing note for $35,000, and 250,000 shares of its common stock valued at the market rate of $0.18 per share. The total consideration paid for the leases was $80,000.
NOTE 6 – COMMON STOCK
On February 1, 2011, the Company issued 250,000 common shares to a related party as part of an oil lease purchase agreement. (See Note 5 above) The shares were valued at $0.18 per share based upon the closing share price on the date of issuance, resulting in an aggregate share value of $45,000.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no material subsequent events to report.
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q. The Company’s fiscal year end is December 31.
Tiger Oil and Energy, Inc. ( formerly UTEC INC., formerly Lyon Capital Venture Corp.), is a Nevada corporation organized on November 8, 1993 as a “For Profit” corporation for the purpose of engaging in any lawful activity. The Company was in the development stage through December 31, 2006. The year ended December 31, 2007 was the first year in which the Company commenced operations. On January 10, 2007, the Company purchased 100% of the shares of UTEC Corporation, Inc. for 22,500,000 of the Company’s common shares and 20,000 of the Company’s preferred shares. The Company also issued 2,525,000 common shares in finder’s fees.
Our business was to offer state-of-the-art testing and analysis to clients worldwide. The Company operated a chemical research and development laboratory near Riverton, Kansas, which specialized in commercial explosives development and analysis. The Company also operated a destructive test facility near Hallowell, Kansas, which specializes in determining the detonating characteristics of commercial explosives.
The 2007 calendar year was the first year of operation for the Company after it acquired the UTEC Corporation from Energetic Systems Inc, LLC. In 2007, the Company was organized into three marketing units, Energetic Materials, Specialty Chemicals and Raw Materials and Hazardous Chemicals and Biological Waste Destruction. The Company’s historical legacy business was primarily constituted by the first two marketing units and almost exclusively within the commercial explosives market. The new marketing unit, Hazardous Chemicals and Biological Waste Destruction was in a development stage through June of 2009, and had no commercial revenues. This business unit was structured in order to pursue commercialization of Cold Plasma Oxidizer waste destruction systems during 2009. During the latter part of 2008, the Directors and Management conducted a review of the Company’s business prospects and concluded that the legacy activities of UTEC Corporation were not sufficient to fund development and commercialization of the waste destruction business. Consequently, the Directors and Management began exploring various means to continue the growth of the business and fund the final development and commercialization of the waste destruction technology licensed from Ceramatec. A decision was made to sell the legacy business to Energetic Systems, Inc., LLC., and retain within the UTEC consolidated group the Ceramatec license and waste destruction assets developed over the past two years. The effect of this would be to simplify and focus the activities of the Company on the waste destruction business, eliminate the need to inject additional cash required to fund the legacy business, and thereby make the Company more attractive to potential lenders and investors. The sale was completed on April 26, 2009, with effect from April 1, 2009. On September 2, 2009 the Company received a termination notice from Ceramatec that this agreement was cancelled for non-performance. The Company had issued 850,000 shares of common stock to Ceramatec that Ceramatec could sell starting two years from the date of the agreement. These unregistered shares were issued under section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving any public offering.
On October 1, 2009 the Company purchased 100% of the outstanding shares of C2R Energy Commodities Inc for 4,050,000 shares of the Company’s common stock. These unregistered shares were issued under section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving any public offering.
On July 29, 2010, the Company entered into an Exchange Agreement with Jett Rink Oil, LLC, a Kansas limited liability company (“Jett Rink”) and Bill Herndon, the sole member of Jett Rink, pursuant to which the Company agreed to acquire from Bill Herndon all of the membership interest in Jett Rink in exchange for 10,000,000 shares of the Company’s common stock. Jett Rink is involved in the business relating to the exploration, development and production of oil and gas in the United States.
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The closing of the Jett Rink transaction was subject to the satisfaction of certain pre-closing conditions, including (i) changing the name of the Company to “Tiger Oil and Energy, Inc.,” (ii) the cancellation of all of the 4,650,000 outstanding options that had been granted to the Company’s key employees, consultants, officers and directors pursuant to the Company’s non-qualified stock option plan, and (iii) completion of audited financial statements of Jett Rink, among others. These closing conditions were satisfied and the Exchange Agreement was consummated on October 29, 2010. Accordingly, the Company changed its corporate name to Tiger Oil and Energy, Inc.
On October 27th, 2010 Tiger Oil and Energy, Inc. (TGRO) entered into a co-development agreement with Black Hawk Exploration, in which the Company, after an investment of $400,000 by TGRO in a new well in Black Hawk’s Cowley County lease, the Company will earn a 40% working interest in the # 1 Baker well, BHWX will receive a 50% interest in the new well and TGRO will have the right to participate in the 9 well rework program at the Cowley Prospect. BHWX will receive a 20% interest in any other new well TGRO drills on Black Hawk’s current or future Cowley County, Kansas leases and Black Hawk has the option to invest in each additional new well drilled by TGRO on a prorated basis up to an additional 30%.
On November 29th the Company expanded its original agreement and entered into a joint venture agreement with Black Hawk Exploration covering approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the leases within the Prospect Area and has an undivided 81.5% working interest in and to the oil and gas leases and its previous ten shut-in oil and gas wells.
The joint agreement includes one shut-in oil/gas well, the #1 Baker, located on the Keith Baker lease. Also subject to joint development is a 100% interest in nine other oil wells previously shut-in. The Company’s program calls for re-working all ten locations directly or in joint venture with Black Hawk and returning all of them to cash flow production.
On Feb. 4th, 2011, Tiger Oil and Energy, Inc. retained International IR Inc. (IRR) to provide media services. IIR is a strategic consulting firm that works primarily with emerging growth companies in the resource sector. IIR will focus on providing multiple information platforms to share TGRO's negotiate on behalf of the Company acquisition, exploration and joint venture strategies.
On February 9th, 2011, - Tiger Oil and Energy, acquired a 100% interest in three Oil and Gas leases totaling 400 acres in Southern Kansas, comprised of three historically productive properties. Tiger's Geologist has reviewed the Holman #2, #3, #4, and #5; the Adams #1 and the Glasse wells commonly known as the Wise #1 and Roberts #1 and have recommended a seven-well exploration and production study. All the leases acquired by the parties covering lands within the prospect area are owned 100% by TGRO with an undivided eighty-one and one-half percent (81.5%) working interest in the oil and gas leases described. The Company issued a Note and 250,000 shares of its common stock in the acquisition. These shares had not been issued at the date of this report.
On March 31, 2011, we purchased, at auction, two shut-in oil wells located in Ness County KS, for cash.
Revenues
Revenues for the three-month period ended March 31, 2011 and 2010 were $-0-. The Company divested all assets that generated revenue in the second quarter of 2009 as part of the sale of the legacy business. These operations are classified as discontinued in the Company’s financial statements.
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Expenses
Operating expenses for the three-month period ended March 31, 2011 and 2010 were $18,453 and $60,045, respectively.
Net Loss
For the three months ended March 31, 2011 and 2010, the Company recognized a net loss in the amount of $23,707 and $60,154, respectively.
Liquidity and Capital Resources
As of March 31, 2011, the company had $83 in cash on hand. During the three months ended March 31, 2011 and 2010, the Company used cash in operating activities in the amounts of $16,031 and $5,158, respectively.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4T. Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to Tiger Oil and Energy management as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2011, due primarily to a lack of segregation of duties.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 1, 2009 the Company purchased 100% of the outstanding shares of C2R Energy Commodities Inc for the issuance of 4,050,000 of the Company’s $0.001 par value common shares. These unregistered shares were issued under section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving any public offering.
On July 29, 2010, UTEC, Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with Jett Rink Oil, LLC, a Kansas limited liability company (“Jett Rink”) and Bill Herndon, the sole member of Jett Rink, pursuant to which the Company agreed to acquire from Bill Herndon all of the membership interest in Jett Rink in exchange for approximately 10,000,000 shares of the Company’s Common Stock. Jett Rink is involved in the business relating to the exploration, development and production of oil and gas in the United States.
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On December 13, 2010 the Company issued 600,000 shares of common stock to a private investor for cash consideration of $60,000
On January 04, 2011 the Company issued 8,000,000 shares of its common stock to officers of the Company for services provided. The fair value of the shares was determined based on the market price of $0.16 per share on the date of issuance.
On February 9th, 2011, - Tiger Oil and Energy, acquired a 100% interest in three Oil and Gas leases totaling 400 acres in Southern Kansas, comprised of three historically productive properties. The Company issued a note and 250,000 shares of its common stock in the acquisition. These shares have not been issued as of the date of this report.
Item 5. Other Information
On May 21, 2010 the Board of Directors elected Kenneth B. Liebscher as President/CEO and Howard Bouch as Secretary /CFO.
On July 30, 2010, the Board of Directors of the Company appointed Bill Herndon and Paul Liebman to serve on the Board of Directors of the Company.
On February 3, 2011, Mr. Paul Liebman tendered his resignation from the Board of Directors.
Bill Herndon has over 20 years of experience in all phases of the oil and gas industry including capital investment and analysis, project management and structuring, acquisition and development of oil and gas wells, exploration and drilling and completion management. His family has been in the oil and gas industry since the 1930’s, mainly operating in Oklahoma, Kansas and Texas. Mr. Herndon is the sole member of Jett Rink Oil, LLC. Since December 2005 Mr. Herndon has been the President and sole member of Tiger Oil and Gas, LLC. In 1990 Mr. Herndon participated in the wildcat play called State Line Field in Kansas. The field has produced over one million barrels of oil to date. He has raised over $25 million since 2007 from hedge funds and industry partners for various production acquisitions, in-field drilling programs, and new oil and gas development projects. Mr. Herndon has also managed the leasing of over 100,000 acres in the last two years for 12 different projects and conducted seismic programs for approximately 80,000 acres on these projects in addition to managing the initial drilling programs on these projects. Mr. Herndon successfully funded the acquisition of a field with industry groups and working interest partners that has produced out of multiple zones with total cumulative production of 3,500,00 barrels of oil and 40 billion cubic feet of gas. The field is currently producing 40 barrels of oil per day and 300,000 mcf per day. Mr. Herndon received a Bachelors Degree in Business from Wichita State University. Mr. Herndon’s strong business skills and experience in the oil and gas industry will be of particular value to the Board of Directors.
Bill Herndon is the sole member of Jett Rink. Mr. Herndon and Jett Rink are parties to the Exchange Agreement described in Item 1.01 above, pursuant to which at the closing of the Exchange Agreement Mr. Herndon will receive approximately 10,000,000 shares of the Company’s Common Stock. There are no related party transactions between the Company and Mr. Liebman that are reportable under Item 404(a) of Regulation S-K.
Neither Mr. Herndon nor Mr. Liebman have previously held any positions with the Company. Neither Mr. Herndon nor Mr. Liebman have any family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. Neither Mr. Herndon nor Mr. Liebman have been named at the time of this Current Report, to any committee of the Board of Directors.
name to Tiger Oil and Energy, Inc.
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Item 6. Exhibits
Exhibits:
Exhibit No.
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Document
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Location
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31
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Rule 13a-41(a)/15d-14(a) Certificates
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Included
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32
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Section 1350 Certifications
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Included
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TIGER OIL AND ENERGY, INC. | ||
May 20, 2011 | By: | |
/s/ Kenneth B. Liebscher | ||
Kenneth B. Liebscher, Director & CEO |
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