ITEM 1. FINANCIAL STATEMENTS
The interim financial statements included herein are unaudited
but reflect, in management's opinion, all adjustments, consisting only of normal
recurring adjustments that are necessary for a fair presentation of our
financial position and the results of our operations for the interim periods
presented. Because of the nature of our business, the results of operations for
the quarterly period ended March 31, 2013 are not necessarily indicative of the
results that may be expected for the full fiscal year.
VERDE SCIENCE, INC.
|
(formerly Rango Energy, Inc.)
|
(A DEVELOPMENT STAGE COMPANY)
|
BALANCE SHEETS
|
(unaudited)
|
|
|
March 31, 2014
|
|
|
December 31, 2013
|
|
ASSETS
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Cash
|
$
|
93
|
|
$
|
203
|
|
Total Assets
|
$
|
93
|
|
$
|
203
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
241,506
|
|
$
|
220,400
|
|
Related party accounts payable
|
|
125,236
|
|
|
35,560
|
|
Notes payable related party
|
|
228,493
|
|
|
251,793
|
|
Total Current Liabilities
|
|
595,235
|
|
|
507,753
|
|
Total Liabilities
|
|
595,235
|
|
|
507,753
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' (DEFICIT)
|
|
|
|
|
|
|
Common Stock, authorized 150,000,000
shares, $0.001 par value, 106,088,543 and
102,588,543 issued and
outstanding as of
March 31, 2014 and December 31, 2013, respectively)
|
|
106,089
|
|
|
102,589
|
|
Additional Paid in Capital
|
|
4,169,171
|
|
|
3,790,462
|
|
Common Stock Payable
|
|
468,200
|
|
|
-
|
|
Accumulated Other Comprehensive Income
|
|
2,803
|
|
|
2,803
|
|
Deficit accumulated before re-entry to the
development stage
|
|
(4,163,692
|
)
|
|
(4,163,692
|
)
|
Accumulated deficit after re-entry to the development stage
|
|
(1,177,713
|
)
|
|
(239,712
|
)
|
Total Stockholders' (Deficit)
|
|
(595,142
|
)
|
|
(507,550
|
)
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders'
(Deficit)
|
$
|
93
|
|
$
|
203
|
|
The Accompanying notes are integral part of these financial
statements.
2
VERDE SCIENCE, INC.
|
(formerly Rango Energy, Inc.)
|
(A DEVELOPMENT STAGE COMPANY)
|
STATEMENTS OF OPERATIONS
|
(unaudited)
|
|
|
|
|
|
|
|
|
From Re-Entry to
|
|
|
|
|
|
|
|
|
|
Development
|
|
|
|
|
|
|
|
|
|
Stage (October 1,
|
|
|
|
Three Months Ended
|
|
|
2013) to
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
Oil Revenues
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Total Revenues
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
Accounting and Professional Fees
|
|
22,017
|
|
|
5,500
|
|
|
111,650
|
|
Consulting Fees
|
|
436,786
|
|
|
-
|
|
|
556,640
|
|
Lease Expense
|
|
465,000
|
|
|
-
|
|
|
465,000
|
|
Office and Administration
|
|
5,729
|
|
|
2,382
|
|
|
28,638
|
|
Total Expenses
|
|
929,532
|
|
|
7,882
|
|
|
1,161,928
|
|
Net Income (Loss) from operations
|
|
(929,532
|
)
|
|
(7,882
|
)
|
|
(1,161,,928
|
)
|
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
Interest Income (Expense)
|
|
(8,469
|
)
|
|
(1,334
|
)
|
|
(15,785
|
)
|
Total Other Income and Expenses
|
|
(8,469
|
)
|
|
(1,334
|
)
|
|
(15,785
|
)
|
Net Income (Loss) from Continuing
Operations
|
|
(938,001
|
)
|
|
(9,216
|
)
|
|
(1,177,713
|
)
|
Gain (loss) on Discontinued Operations
|
|
-
|
|
|
22,959
|
|
|
-
|
|
NET INCOME (LOSS)
|
|
(938,001
|
)
|
|
13,743
|
|
|
(1,177,713
|
)
|
Total Comprehensive income (loss)
|
$
|
(938,001
|
)
|
$
|
13,743
|
|
$
|
(1,177,713
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income per share from discontinued
operations
|
|
0.00
|
|
|
0.00
|
|
|
|
|
Basic and diluted income (loss) per share
from continuing operations
|
|
($ 0.01
|
)
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average # of shares outstanding
|
|
106,088,543
|
|
|
101,088,543
|
|
|
|
|
The Accompanying notes are integral part of these financial
statements.
3
VERDE SCIENCE, INC.
|
(formerly Rango Energy, Inc.)
|
(A DEVELOPMENT STAGE COMPANY)
|
STATEMENTS OF CASH FLOWS
|
(unaudited)
|
|
|
|
|
|
|
|
|
From Re-
|
|
|
|
|
|
|
|
|
|
Entry to
|
|
|
|
|
|
|
|
|
|
Development
|
|
|
|
|
|
|
|
|
|
Stage
|
|
|
|
|
|
|
|
|
|
(October 1,
|
|
|
|
Three Months Ended
|
|
|
2013) to
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period
|
$
|
(938,001
|
)
|
$
|
13,743
|
)
|
$
|
(1,177,713
|
)
|
Adjustment for non-cash expenses
|
|
|
|
|
|
|
|
|
|
Option Expense
|
|
373,740
|
|
|
-
|
|
|
373,740
|
|
Imputed interest
|
|
8,469
|
|
|
1,334
|
|
|
15,786
|
|
Change in:
|
|
|
|
|
|
|
|
|
|
Accounts
Receivable
|
|
-
|
|
|
(2,393
|
)
|
|
-
|
|
Accounts payable and
accrued liabilities
|
|
21,107
|
|
|
(16,916
|
)
|
|
139,885
|
|
Account
payable related party
|
|
61,137
|
|
|
-
|
|
|
61,137
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating
activities
|
|
(473,548
|
)
|
|
(4,232
|
)
|
|
(587,165
|
)
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Cash provided by Investing Activities
|
|
-
|
|
|
-
|
|
|
-
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Loan Repayment related party
|
|
(1,357
|
)
|
|
-
|
|
|
(145,079
|
)
|
Loan Payable related party
|
|
6,595
|
|
|
2,584
|
|
|
262,089
|
|
Proceeds from sale of stock
|
|
468,200
|
|
|
-
|
|
|
468,200
|
|
Cash from Financing Activities
|
|
473,438
|
|
|
2,584
|
|
|
585,210
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH FOR PERIOD
|
|
(110
|
)
|
|
(1,648
|
)
|
|
(1,955
|
)
|
Cash, beginning of period
|
|
203
|
|
|
234,168
|
|
|
2,048
|
|
Cash, end of period
|
$
|
93
|
|
$
|
232,520
|
|
|
93
|
|
Cash paid for interest
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
NON CASH ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Cashless exercise of stock options
|
$
|
3,500
|
|
$
|
-
|
|
$
|
3,500
|
|
The Accompanying notes are integral part of these financial
statements
4
VERDE SCIENCE, INC.
|
(formerly Rango Energy, Inc.)
|
(A DEVELOPMENT STAGE COMPANY)
|
|
Footnotes to the Unaudited Financial Statements
|
For the Three Months Ended March 31, 2014 and 2013
|
(Stated in US Dollars)
|
NOTE 1. NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY Verde Science, Inc.
(hereinafter referred to as the "Company") was incorporated on January 31, 2007
by filing Articles of Incorporation with the Nevada Secretary of State. The
Company was formed to engage in the exploration of resource properties. On
January 31, 2012, the Company changed its name from Avro Energy, Inc. to Rango
Energy, Inc. On May 7, 2014, the Company changed its name from Rango Energy,
Inc. to Verde Science, Inc.
On May 27, 2013, the Company entered into a Drilling and
Participation Agreement with Hangtown Energy, Inc. (Hangtown). Hangtown owns
approximately 12,000 acres of oil and gas rights located in three separate oil
field in South and Central California. Under this Agreement, the Company will
provide 100% of the development costs for an initial program of 2 wells per
project area, and will receive 100% of the production cash flow until payback is
achieved. After payback, the Company's working interest will revert to 75% for
the life of the 6 wells. Further to the initial development program the Company
and Hangtown Energy will continue to develop the Project areas equally and
jointly to maximize production at each site. On December 16, 2013 the Company
cancelled its Drilling and Participation Agreement with Hangtown.
On December 16, 2013, the Company entered into a Participation
Agreement with Innex California Inc. and General Crude Oil Company (together
referred to as Innex JV) for the following projects (1) The Kettleman Dome
Project (KDEP); (2) the Kettlemen Middle Dome McAdams (KMDM), (3) East Elk
Hills (EEH), (4) South Tapo Canyon (STC); (5) Eel River; (6) the Oklahoma
(OK), (7) the Kettledome Middledome Shallow (KMDS and (8) the West Side
Joint Venture (USJV) . Under the terms of this Innex JV, the Company has the
right to earn a 50% working interest in each well in which the Company funds. In
order to maintain Innex JV, the Company must fund one well in each of the
aforementioned projects or risk losing the right to fund. The Company must also
fund Innex JV general and administrative costs of $40,000 per month.
The first quarter budget is approximately $5.77 million. The
budget was delivered to the Company on March 1, 2014. Under the terms of the
Innex JV, the Company was to fund the Innex JV by March 15, 2014. On April 1,
the Company announced that it is divesting itself of the Innex JV. During the
quarter the Company made operational lease payments totalling $465,000 to the
Innex JV. However, the Company could not meet the terms of the budget
requirement and on April 1, 2014 the Company announced that it was divesting
itself of the Innex JV.
GOING CONCERN - The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
suffered reoccurring net losses from operations and has a net capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that may result should the Company be unable
to continue as a going concern.
As shown in the accompanying financial statements, the Company
has incurred an accumulated loss of $5,341,405 for the period from January 31,
2007 (inception) to March 31, 2014 and has generated revenues of $744,939 over
the same period in a discontinued operations. The future of the Company is
dependent upon its ability to obtain financing and upon future profitable
operations from the development of acquisitions. Management has plans to seek
additional capital through a private placement and public offering of its common
stock. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RESOURCE PROPERTIES - Company follows the successful efforts
method of accounting for its oil and gas properties.
5
Unproved oil and gas properties are periodically assessed and
any impairment in value is charged to exploration expense. The costs of unproved
properties, which are determined to be productive are transferred to proved
resource properties and amortized on an equivalent unit-of-production basis.
Exploratory expenses, including geological and geophysical expenses and delay
rentals for unevaluated resource properties, are charged to expense as incurred.
Exploratory drilling costs are charged as expenses until it is determined that
the company has proven oil and gas reserves.
BASIS OF PRESENTATION -These financial statements and related
notes are presented in accordance with accounting principles generally accepted
in the United States, and are expressed in U.S. dollars. The Companys fiscal
year-end is December 31.
USE OF ESTIMATES - The preparation of financial statements in
accordance with U.S. generally accepted accounting principles 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 net revenue and expenses in the reporting period. We regularly
evaluate our estimates and assumptions related to the useful life and
recoverability of long-lived assets, stock-based compensation and deferred
income tax asset valuation allowances. We base our estimates and assumptions on
current facts, historical experience and various other factors that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by us may differ materially and adversely from
our estimates. To the extent there are material differences between our
estimates and the actual results, our future results of operations will be
affected.
CASH AND CASH EQUIVALENTS - The Company considers all highly
liquid instruments with original maturities of three months or less when
acquired, to be cash equivalents. We had no cash equivalents at March 31, 2014
or 2013, respectively.
ASSET RETIREMENT OBLIGATION (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, if the liability is settled for an amount other than
the recorded amount, a gain or loss is recognized. The ARO at March 31, 2014 and
December 31, 2013 - $Nil.
INCOME TAXES -
Potential benefits of income tax losses
are not recognized in the accounts until realization is more likely than not.
The Company has adopted ASC 740,
Income Taxes,
as of its inception.
Pursuant to ASC 740, the Company is required to compute tax asset benefits for
net operating losses carried forward. The potential benefits of net operating
losses have not been recognized in these financial statements because the
Company cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years.
COMPREHENSIVE LOSS - ASC 220,
Comprehensive Income
,
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. As of December 31, 2013 and 2012,
the Company has no items that represent comprehensive loss and, therefore, has
not included a schedule of comprehensive loss in the financial statements.
STOCK BASED COMPENSATION - ASC 718, S
tock-based
compensation
, establishes standards for the reporting and display of stock
based compensation in the financial statements. All transactions in which goods
or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued. During the period, the Company issued
3,500,000 shares to consultants for cashless exercise of options granted during
the same period. The stock options were valued using a black scholes model, see
NOTE 8.
LOSS PER COMMON SHARE
-
The Company computes net
loss per share in accordance with ASC 260,
Earnings Per Share,
which
requires presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during the period using the
treasury stock method and convertible preferred stock using the if-converted
method. In computing Diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti-dilutive.
FAIR VALUE OF FINANCIAL INSTRUMENTS - ASC 820,
Fair Value
Measurements
and ASC 825, Financial Instruments, requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. It establishes a fair value hierarchy based on
the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. It prioritizes the
inputs into three levels that may be used to measure fair value:
6
Level 1
Level 1 applies to assets or liabilities for which there are
quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are
inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are
unobservable inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities.
The following schedule summarizes the valuation of financial
instruments at fair value on a recurring basis in the balance sheets as of March
31, 2014 and December 31, 2013:
|
|
Fair Value Measurement at
March 31, 2014
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Asset Retirement Obligations
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
Fair Value Measurement at
December 31, 2013
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Asset Retirement Obligations
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
There were no transfers of financial assets or liabilities
between Level 1 and Level 2 inputs for the three months ended March 31, 2014 and
year ended December 31, 2013.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company has evaluated recent accounting pronouncements and
their adoption has not had nor is it expected to have a material impact on the
Companys financial position, or statements.
NOTE 3. OIL AND GAS PROPERTIES
Innex Drilling and Participation Agreement
On December 16, 2013, the Company entered into a Participation
Agreement with Innex California Inc. and General Crude Oil Company (together
referred to as Innex JV) for the following projects (1) The Kettleman Dome
Project (KDEP); (2) the Kettlemen Middle Dome McAdams (KMDM), (3) East Elk
Hills (EEH), (4) South Tapo Canyon (STC); (5) Eel River; (6) the Oklahoma
(OK), (7) the Kettledome Middledome Shallow (KMDS and (8) the West Side
Joint Venture (USJV) . Under the terms of this Innex JV, the Company has the
right to earn a 50% working interest in each well in which the Company funds. In
order to maintain Innex JV, the Company must fund one well in each of the
aforementioned projects or risk losing the right to fund. The Company must also
fund Innex JV general and administrative costs of $40,000 per month.
The first quarter budget was approximately $5.77 million. The
budget was delivered to the Company on March 1, 2014. Under the terms of the
Innex JV, the Company was to fund the Innex JV the budget requirements by March
15, 2014. During the quarter the Company made operational lease payments
totalling $465,000 to the Innex JV. However, the Company could not meet the terms of the budget requirement and on April 1,
2014 the Company announced that it was divesting itself of the Innex JV.
7
Hangtown Drilling and Participation Agreement
On May 27, 2013, the Company entered into a Drilling and
Participation Agreement with Hangtown Energy, Inc. (Hangtown). Hangtown owns
approximately 12,000 acres of oil and gas rights located in three separate oil
fields in South and Central California. Under this Agreement, the Company will
provide 100% of the development costs for an initial program of 2 wells per
project area, and was to receive 100% of the production cash flow until payback
is achieved. After payback, the Company's working interest was to revert to 75%
for the life of the 6 wells. Further to the initial development program the
Company and Hangtown Energy will continue to develop the Project areas equally
and jointly to maximize production at each site.
On May 31, 2013, the Company entered into a Financial
Participation Agreement with Capistrano Capital, LLC (Capistrano), whereby
Capistrano funded the $1,160,000 to Hangtown, plus agreed to fund up to an
additional $6,500,000 for drilling costs of the KMD17-18 well. As of September
30, 2013, the Capistrano had funded Hangtown $2,250,000. Capistrano will earn a
net resource interest of 1% for the lesser of 10 years or the life of the
KMD17-18 well, and earn 135% of payments made to Hangtown for the drilling and
completion of the well from the cash flow from the well. These amounts will be
repaid annually over the next three years commencing with 1/3
rd
after
1 year of production, 1/3
rd
after 2 years of production, and
1/3
rd
after three years of production. Should the cash flows from the
wells fail to meet the repayment commitments the amount of any amounts due will
be carried forward to future years for repayment from cash flows from the well.
Should the cash flow from the well fail to repay Capistrano the full amount of
its advances to Hangtown, Capistrano has no recourse for this shortfall from the
Company. Should the KMD17-18 well be plugged and abandoned, Capistrano can elect
to participate in a replacement well. If Capistrano chooses to participate, it
will be given 72 hours to decide upon notice being received from the Company.
Should Capistrano elect to participate, the same terms and conditions as per the
KMD 17-18 well shall apply except that the costs of the KMD 17-18 well will be
costs of the replacement well. As the Well has not been completed as of the date
of this filing, no assets have been recorded by the Company.
At any time after the completion of KMD 17-18, the Company has
the right, but not the obligation, to convert the capital it has contributed to
Hangtown into equity of Hangtown at the greater of either $3.75 per share or the
most recent per share valuation which Hangtown has accepted and received capital
for. If the Company converts its interest into equity of Hangtown, the Company
shall not have any rights or interest in the KMD 17-18 well or any additional
wells as the Drilling and Participation Agreement will effectively terminate.
On December 16, 2013 the Company cancelled its Drilling and
Participation Agreement with Hangtown.
First Pacific Oil and Gas Ltd. Joint Venture
On May 24, 2011, the Company entered into a Farm-Out Agreement
with First Pacific Oil and Gas Ltd. (First Pacific). Under this Agreement
First Pacific has acquired the right to earn 50% of the Companys working
interest in its existing 12 hydrocarbon wells located in Southern Arkansas.
Under this Agreement First Pacific has paid the Company $250,000; and will pay
$800,000 on or before September 30, 2013. The Company retains a 50% working
interest. First Pacific will earn its working interest upon improvements of the
existing hydrocarbon wells being completed with the final $800,000 investment.
The $250,000 received was recorded as Deferred Gain as of December 31, 2012. On
September 12, 2013, the Company returned the balance of the trust funds held on
behalf of First Pacific as First Pacific informed the Company that it will not
be completing the $800,000 financing. Consequently, the Company returned the
$232,500 held by its lawyers to First Pacific, and wrote down the $250,000
Deferred Gain. This resulted in a net gain of $17,500 on the sale of its oil
leases. In addition, the Company paid the operator an additional $11,729 for
disposal fees related to the lease; total cash paid as a result of the sale is
$244,229. Due to the sale of the leases, the Asset Retirement Obligation balance
of $122,484 as also removed from the books. The net effect of the transaction
resulted in a gain on the sale of leases of $128,255.
Arkansas Lease
On October 24, 2009 the Company signed a letter agreement to
acquire eleven producible deep oil wells north of Hosston, Louisiana, and in
Southern Arkansas for $385,000. Seven of these wells are in production. The
deepest of these wells produce from the Smackover formation at 7800 feet. Four
other wells are capable of production after work over operation has been
completed. Also included with the agreement are three disposal wells.
8
On June 12, 2013, the Company sold these properties under an
Asset Transfer and Liability Assumption Agreement for $10 to a non-related
party. The sale resulted in a gain of $110,755, which include a decrease to $nil
on the Companys Asset Retirement Obligation of $122,484 (December 31,
2012).
NOTE 4. GAIN (LOSS) ON DISCONTINUED OPERATIONS
On June 12, 2013, the Company sold the Arkansas Lease
properties under an Asset Transfer and Liability Assumption Agreement for $10 to
a non-related party. The Company returned the $232,500 held by its lawyers to
First Pacific, and wrote down the $250,000 Deferred Gain. This resulted in a net
gain of $17,500 on the sale of its oil leases In addition, the Company paid the
operator an additional $11,729 for disposal fees related to the lease; total
cash paid as a result of the sale is $244,229. Due to the sale of the leases,
the Asset Retirement Obligation balance of $122,484 as also removed from the
books. The net effect of the transaction resulted in a gain on the sale of
leases of $128,255.
NOTE 5 - RELATED PARTY
The advances are payable to shareholders of $353,729 and
$287,353 as of March 31, 2014 and December 31, 2013, respectively. The advances
are unsecured and have no terms of repayment. Imputed interest at 15% has been
calculated and equaled $8,469 for the three months ended March 31, 2014 ($1,334
for the three months ended March 31, 2013).
During 2008, a related party incurred $4,157 of expenses on
behalf of the Company. There are no repayment terms or interest. As of March 31,
2014, the Company imputed interest at 15% resulting in an interest expense of
$156.
As of December 31, 2010, the Company advanced from a related
party $815 for expenses. There are no repayment terms or interest. As of March
31, 2014, the Company imputed interest at 15% resulting in an interest expense
of $31.
On December 14, 2011, Donny Fitzgerald, the Companys president
advanced the Company $2,500. There are no repayment terms or interest. As of
March 31, 2014, the Company imputed interest at 15% resulting in an interest
expense of $95. During the period, the Company received advanced from a related
party for $1,445 of expenses. There are no repayment terms or interest. As of
March 31, 2014, the Company imputed interest at 15% resulting in an interest
expense of $54.
As at March 31, 2014, Mr. Harpreet Sangha accrued a totaled
$264,575 ($214,338 as at December 31, 2013) related to expenses and accrued
salary. There are no repayment terms or interest. As of March 31, 2014, the
Company imputed interest at 15% resulting in an interest expense of $8,136.
NOTE 6 COMMON STOCK
On June 5, 2013, the Company entered into an Investor Relations
Consulting Agreement with MZHCI LLC for twelve months. The Agreement calls for
monthly payments of $2,000 which will be accrued until the Company is cash flow
positive, at which time monthly payments will increase to $7,000. As of March
31, 2014, the Company as accrued a balance of $18,000 included in account
payable. The Company has issued 750,000 shares. Given the market price of $0.33
as of June 5, 2013, the Company has valued the shares at $247,500 based on the
fair market value on closing on date of grant. Due to the shares being issued
the Company has expensed this value.
On June 7, 2013, the Company entered into an Investor Relations
Consulting Agreement with San Diego Torrey Hills Capital, Inc. for nine months.
The Company has issued 750,000 shares. Given the market price of $0.355 as of
June 7, 2013, the Company has valued the shares at $266,250 based on fair market
value on closing on date of grant. Due to the shares being issued the Company
has expensed this value.
On January 17, 2014 the Company entered into a Private
Placement Agreement to issue up to 10,000,000 shares of Common Stock at $0.08
per share. The Company has received $468,200 by way of subscription agreements
and will issue 5,852,500 shares. As of March 31, 2014, the Common Stock has not
been issued and recorded as a stock payable.
During the period, the Company issued 3,500,000 common stock
from cashless exercise of options granted during the same period, see NOTE 8.
NOTE 7. OPTIONS
On February 28, 2014 the Company issued 1,000,000 options to a
consultant. The options have an exercise price of $0.04 per share and have a
life of ten years. The options were fully vested and expensed on the date of
grant. The Company valued these options using the Black-Scholes option pricing model totaling
$104,997 under the following assumptions: $0.11 stock price, 10 years to
maturity, 365% volatility, 0.34% risk free rate. During the same period, the
consultant exercised on a cashless basis and received 1,000,000 shares of common
stock.
9
On February 28, 2014 the Company issued 2,250,000 options to a
consultant. The options have an exercise price of $0.04 per share and have a
life of ten years. The options were fully vested and expensed on the date of
grant. The Company valued these options using the Black-Scholes option pricing
model totaling $104,997 under the following assumptions: $0.11 stock price, 10
years to maturity, 365% volatility, 0.34% risk free rate. During the same
period, the consultant exercised on a cashless basis and received 2,250,000
shares of common stock.
On February 28, 2014 the Company issued 200,000 options to a
consultant. The options have an exercise price of $0.04 per share and have a
life of ten years. The options were fully vested and expensed on the date of
grant. The Company valued these options using the Black-Scholes option pricing
model totaling $26,874 under the following assumptions: $0.11 stock price, 10
years to maturity, 365% volatility, 0.34% risk free rate. During the same
period, the consultant exercised on a cashless basis and received 200,000 shares
of common stock.
NOTE 8. ASSET RETIREMENT OBLIGATION
The Company accounts for asset retirement obligations as
required by the Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 410Asset Retirement and Environmental
Obligations. Under these standards, the fair value of a liability for an asset
retirement obligation is recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. If a reasonable estimate of fair
value cannot be made in the period the asset retirement obligation is incurred,
the liability is recognized when a reasonable estimate of fair value can be
made. If a tangible long-lived asset with an existing asset retirement
obligation is acquired, a liability for that obligation shall be recognized at
the asset's acquisition date as if that obligation were incurred on that date.
In addition, a liability for the fair value of a conditional asset retirement
obligation is recorded if the fair value of the liability can be reasonably
estimated.
As of March 31, 2014 and December 31, 2013 due to the sale of
the Companys Arklatex mineral leases and oil well, the asset retirement
obligation was reduced to $Nil.
NOTE 9 - SUBSEQUENT EVENTS
On April 1, 2014, Herm Rai resigned from the Company as Chief
Financial Officer. Harp Sangha will act as interim Chief Financial Officer until
a new officer is appointed.
On April 1, the Company announced that it is divesting itself
of the Innex JV.
Subsequent to period ended March 31, 2014, the Company issued
5,852,500 common shares to satisfy $468,200 stock payable as of March 31,
2014.
Subsequent to period ended March 31, 2014, the Companys name
was changed from Rango Energy, Inc. to Verde Science, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
FORWARD-LOOKING STATEMENTS
The information set forth in this section contains certain
"forward-looking statements," including, among other things, (i) expected
changes in our revenues and profitability, (ii) prospective business
opportunities, and (iii) our strategy for financing our 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 our plans, objectives and
expectations for future operations. Although we believe that our expectations
with respect to the forward-looking statements are based upon reasonable
assumptions within the bounds of our knowledge of our 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 us or any other person that our objectives or plans will be
achieved.
10
PLAN OF OPERATION
The Company is an independent energy company engaged in the
acquisition, exploration and development of oil and gas properties in North
America. On December 16, 2013, the Company entered into a Participation
Agreement with Innex California Inc. and General Crude Oil Company (together
referred to as Innex JV) for the following projects (1) The Kettleman Dome
Project (KDEP); (2) the Kettlemen Middle Dome McAdams (KMDM), (3) East Elk
Hills (EEH), (4) South Tapo Canyon (STC); (5) Eel River; (6) the Oklahoma
(OK), (7) the Kettledome Middledome Shallow (KMDS and (8) the West Side
Joint Venture (USJV). Under the terms of this Innex JV, the Company has the
right to earn a 50% working interest in each well in which the Company funds. In
order to maintain Innex JV, the Company must fund one well in each of the
aforementioned projects or risk losing the right to fund. The Company must also
fund Innex JV general and administrative costs of $40,000 per month.
The first quarter budget was approximately $5.77 million. The
budget was delivered to the Company on March 1, 2014. Under the terms of the
Innex JV, the Company was to fund the Innex JV the budget requirements by March
15, 2014. During the quarter the Company made operational lease payments
totalling $465,000 to the Innex JV. However, the Company could not meet the
terms of the budget requirement and on April 1, 2014 the Company announced that
it was divesting itself of the Innex JV.
On May 27, 2013, the Company entered into a Drilling and
Participation Agreement with Hangtown Energy, Inc. (Hangtown). Hangtown owns
approximately 12,000 acres of oil and gas rights located in three separate oil
field in South and Central California. Under this Agreement, the Company will
provide 100% of the development costs for an initial program of 2 wells per
project area, and was to receive 100% of the production cash flow until payback
is achieved. After payback, the Company's working interest was to revert to 75%
for the life of the 6 wells. Further to the initial development program the
Company and Hangtown Energy will continue to develop the Project areas equally
and jointly to maximize production at each site.
On May 31, 2013, the Company entered into a Financial
Participation Agreement with Capistrano Capital, LLC (Capistrano), whereby
Capistrano funded the $1,160,000 to Hangtown, plus agreed to fund up to an
additional $6,500,000 for drilling costs of the KMD17-18 well. As of September
30, 2013, the Capistrano had funded Hangtown $2,250,000. Capistrano will earn a
net resource interest of 1% for the lesser of 10 years or the life of the
KMD17-18 well, and earn 135% of payments made to Hangtown for the drilling and
completion of the well from the cash flow from the well. These amounts will be
repaid annually over the next three years commencing with 1/3
rd
after
1 year of production, 1/3
rd
after 2 years of production, and
1/3
rd
after three years of production. Should the cash flows from the
wells fail to meet the repayment commitments the amount of any amounts due will
be carried forward to future years for repayment from cash flows from the well.
Should the cash flow from the well fail to repay Capistrano the full amount of
its advances to Hangtown, Capistrano has no recourse for this shortfall from the
Company. Should the KMD17-18 well be plugged and abandoned, Capistrano can elect
to participate in a replacement well. If Capistrano chooses to participate, it
will be given 72 hours to decide upon notice being received from the Company.
Should Capistrano elect to participate, the same terms and conditions as per the
KMD 17-18 well shall apply except that the costs of the KMD 17-18 well will be
costs of the replacement well. As the Well has not been completed as of the date
of this filing, no assets have been recorded by the Company.
At any time after the completion of KMD 17-18, the Company has
the right, but not the obligation, to convert the capital it has contributed to
Hangtown into equity of Hangtown at the greater of either $3.75 per share or the
most recent per share valuation which Hangtown has accepted and received capital
for. If the Company converts its interest into equity of Hangtown, the Company
shall not have any rights or interest in the KMD 17-18 well or any additional
wells as the Drilling and Participation Agreement will effectively terminate.
On December 16, 2013 cancelled its Drilling and Participation
Agreement with Hangtown.
On May 24, 2011, the Company entered into a Farm-Out Agreement
with First Pacific Oil and Gas Ltd. (First Pacific). Under this Agreement
First Pacific has acquired the right to earn 50% of the Companys working
interest in its existing 12 hydrocarbon wells located in Southern Arkansas.
Under this Agreement First Pacific has paid the Company $250,000; and will pay
$800,000 on or before September 30, 2013. The Company retains a 50% working
interest. First Pacific will earn its working interest upon improvements of the
existing hydrocarbon wells being completed with the final $800,000 investment.
The $250,000 received was recorded as Deferred Gain as of December 31, 2012. On
September 12, 2013, the Company returned the balance of the trust funds held on
behalf of First Pacific as First Pacific informed the Company that it will not
be completing the $800,000 financing. Consequently, the Company returned the
$232,500 held by its lawyers to First Pacific, and wrote down the $250,000
Deferred Gain. This resulted in a net gain of $17,500 on the sale of its oil
leases. In addition, the Company paid the operator an additional $11,729 for
disposal fees related to the lease; total cash paid as a result of the sale is
$244,229. Due to the sale of the leases, the Asset Retirement Obligation balance
of $122,484 was also removed from the books. The net effect of the transaction
resulted in a gain on the sale of leases of $128,255.
11
We have generated limited revenues to date. In the discontinued
operations with respect to First Pacific, in the quarter ending March 31, 2014
we generated $Nil as compared to $75,936 in for the three months ended March 31,
2013. Our net income from discontinued operations was $Nil as compared to net
income of $22,959 in 2013.
We incurred net loss from continuing operations of $938,001 for
the quarter ended March 31, 2014 as compared to $9,216 for the quarter ended
March 31, 2013. Consulting fees were $349,047 (much of it due to 3,500,000
shares being issued to consultants valued at $325,000). The $465,000 advanced to
the Innex JV has been expensed in the current period.
Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months unless we obtain additional capital to pay our bills.
This is because we have only begun generating revenues and there is no assurance
we will ever reach profitability. We have generated minimal revenues to
date.
The following table provides selected financial data about our
company for the three months ended March 31, 2014 and for the year ended
December 31, 2013.
Balance Sheet
Data:
|
|
3/31/14
|
|
|
12/31/13
|
|
Cash
|
$
|
93
|
|
$
|
203
|
|
Total assets
|
$
|
93
|
|
$
|
203
|
|
Total liabilities
|
$
|
595,235
|
|
$
|
507,753
|
|
Shareholders' deficit
|
$
|
(595,142
|
)
|
$
|
(507,550
|
)
|
Liquidity and Capital Resources
Our cash balance at March 31, 2014 was $93 with outstanding
liabilities of $595,235 as compared with a cash balance on December 31, 2013 of
$203 with outstanding liabilities of $507,753. Management believes our current
cash balance will be unable to sustain operations for the next 12 months. We
will be forced to raise additional funds by issuing new debt or equity
securities or otherwise. If we fail to raise sufficient capital when needed, we
will not be able to complete our business plan.
Plan of Operation
Our cash balance is $93 and $203 as of March 31, 2014 and
December 31, 2013, respectively. We believe our cash balance is insufficient to
fund our levels of operations for the next twelve months. As a result we will be
forced to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital when needed, we will not be
able to complete our business plan. We have generated limited revenue from
discontinued operations of $744,939 since inception.
Our auditor has issued a going concern opinion. This means that
there is substantial doubt that we can continue as an on-going business for the
next twelve months unless we obtain additional capital to pay our bills. This is
because we have generated minimal revenues to date. There is no assurance we
will ever reach profitability.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.