During the six months
ended June 30, 2014, aggregate options expense of $14,463 related to common stock options granted during 2012. As of June 30, 2014,
the options granted in March 2012 have been fully expensed.
On July 9, 2014, Bakken
Resources, Inc. (the “Company”) entered into an Oil and Gas Lease (the “Minerals Lease”) with Big Willow
Properties, LLLP (“Big Willow”). The Minerals Lease primarily relates to the Company’s leasing of approximately
9,300 net mineral acres located in the Counties of Payette, Ada and Canyon in the State of Idaho (the “Property”).
Per acre leasing terms are not disclosed. Big Willow will receive royalties (amounts undisclosed) from the gross proceeds
received in connection with the production of any oil, gas, liquid or gaseous hydrocarbons produced from the Property. Big
Willow also retains the right to participate as a working interest partner up to 15% in each drilled well, subject to the terms
of the Minerals Lease. The term of the Minerals Lease is for two (2) years which may be extended based on continuous drilling.
BRI is an oil and gas
exploration company, with properties located mostly in the Bakken. As of June 30, 2014, the Company owns 33.3333% of the mineral
rights to approximately 7,605 gross acres of land located about 8 miles southeast of Williston, North Dakota.
Our current operations consist of holding certain mineral rights which presently entitle the Company to royalty rights
on average of 12.5% from the oil and gas produced on such lands. We have no working interest rights to influence the activities
conducted by the Lessees of our mineral rights. In the event the operators fail to meet their drilling commitment, the Company
generally has only three options: 1) it can agree to grant an extension; 2) it can renegotiate the terms of the existing leases;
or 3) it can legally terminate the leases. We will focus on evolving the Company into a growth-orientated independent energy company
engaged in the acquisition, exploration, exploitation, and development of oil and natural gas properties; focusing our activities
initially in the Williston Basin, a large sedimentary basin in eastern Montana, Western North and South Dakota, and Southern Saskatchewan
known for its rich deposits of petroleum and potash. We also intend to further explore potential oil or gas producing opportunities
in other areas in the Western United States.
From inception to date,
the Company has raised approximately $2,575,000 from the sale of its equity securities. The sale price for such equity raises ranges
from $0.25 per share to $0.50 per share.
In May and June 2011,
we entered into a series of convertible debt agreements with certain investors in an aggregate amount of $300,000. Such notes bore
an annual interest rate of 6% and were to be converted into shares of common stock of the Company upon the closing of a qualified
equity financing round prior to December 31, 2011. Conversion, would have been at a 25% discount to the price per share of the
qualified financing round. Interest on the Notes would not be deemed payable in the event of an equity conversion pursuant to a
qualified financing round. The Company issued the notes pursuant to the exemption from registration afforded by the provisions
of Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. In January 2012, holders of $155,000 of such notes
elected to convert at a price of $0.375 per share. Also in January 2012, holders of $95,000 of notes elected to extend such notes
until June 30, 2012.
Results of Operations
Comparison of the Three and Six Months Ended
June 30, 2014 and June 30, 2013
Revenue. We generated
revenue for the three months ended June 30, 2014 of $423,113 compared to revenue of $909,309 for the three months ended June 30,
2013. The sharp reduction relative to 2013 reflects the sale of the Greenfield assets and declining well production from the majority
of the company’s wells. The increase relative to the first quarter 2014 reflects more production days in the second quarter
than in the first quarter and lower production deductions to derive net revenue. We generated revenue for the six months ended
June 30, 2014 of $760,365 compared to revenue of $1,429,221 for the six months ended June 30, 2012.
Since
the beginning of 2011, we have received royalty checks totaling $8,858,119 through
June 30, 2014 from wells operated by Continental Resources, Brigham Oil and Oasis Petroleum. Typically, royalty checks from oil
well operators can be delivered anytime between 60 to 150 days following the month of initial production. Following oil well production,
the oil well operator will usually seek a division order title opinion from any attorney which would describe the ownership of
the production. Following issuance of this opinion, the oil well operator will generally issue division orders which would set
forth payments to the royalty holders. North Dakota law requires payment of 18% annual interest if royalty payments are not made
within 150 days after oil or gas produced by the well is marketed. For additional information regarding the rights of royalty holders,
see the “Royalty Owner Information Center” link found on the website for the North Dakota Petroleum Council, www.ndoil.org.
To date, the Company has not received any payments of interest for royalty payments that have not been made within 150 days of
oil or gas production.
Operating Expenses.
General and administrative expenses were $19,145 for the three months ended June 30, 2014 compared to $24,359 for the same period
in 2013. Professional fees were $425,636 for the three months ended June 30, 2014 compared to $254,023 for the same period in
2013. The sharp increase in professional fees reflects a one-time finder’s fee attributable paid in the first quarter 2014
for the sale of mineral assets ($300,000) and legal defense costs attributed to lawsuits the company is currently engaged in. General
and administrative expenses were $48,346 for the six months ended June 30, 2014 and $52,110 for the six months ended June 30, 2013,
reflecting higher insurance costs and travel costs.
We recognize a $200,000 settlement expense pertaining to the Gillis v. Bakken Resources, Inc. case and have established a $200,000 reserve as a current liability. A Memorandum of Understanding has been executed with the plaintiffs. The settlement is pending court approval and once approved the settlement will be paid. Additionally, we have posted $462,000 for a bond plus interest in order to file an appeal in the Allan Holms Case.
Our material financial
obligations include our salaries paid to our three current employees, fees paid to outside consultants, public company reporting
expenses, transfer agent fees, bank fees, and other recurring fees.
Liquidity and Capital Resources
As of June 30, 2014, the
Company had cash of $8,880,288 compared to $9,116,608 as of March 31, 2014, of which $6,000,000 is reserved for a future acquisition
of oil and gas properties. We expect that approximately $2,100,000 will be paid by the Company for income taxes owed as a result
of the sale of the Greenfield mineral interests. The company has reserved $200,000 to settle the Gillis v. Bakken Resources, Inc.
lawsuit. The plantiffs have executed a memorandum of understanding. Final court approval is pending.
Our recent rate of use
of cash in operations over the last three months has been approximately $174,517 per month compared to $206,169 per month during
the three months ended March 31, 2014. The first quarter figures include the one-time finder’s fee ($300,000) attributable
to the Greenfield mineral assets sale, thus resulting in a significantly higher use of cash during that quarter. Similarly, the
second quarter includes $206,716 more legal fees than the first quarter, thus increasing second quarter operating costs. Operating
costs consist mainly of salaries, office rent and professional fees and is consistent with general operating cash used in prior
quarters. Given our recent rate of use of cash in our operations, we believe we have sufficient capital to carry on operations
for the next year. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including
the reporting company costs, public relations fees, and operating expenses, among others.
In the future, we anticipate
we will be able to provide the necessary liquidity we need by the revenues generated from the royalties received through sales
of our oil reserves in our existing properties. No assurances, however, can be given that such royalties will continue to be received.
As of June 30, 2014, the royalty revenues received have been sufficient to provide liquidity during the previous twelve months.
If the Company does not generate sufficient revenues it will continue to finance operations through equity and/or debt financings.
We will continue to evaluate
additional properties containing mineral rights which we may seek to acquire. With respect to transactions involving the acquisition
of additional mineral rights or other business collaboration transactions, we may seek to issue shares of
9
our common stock or other
equity to finance part or all such acquisitions or transactions. To the extent that such acquisitions or transactions require cash
payments, such payments will likely have a material impact on our liquidity.
Our proposed operations
may require additional capital from outside sources. However, we may not be successful in obtaining cash from new or existing agreements,
or in receiving royalty payments under our existing leases. In addition, we cannot be sure that additional financing will be available
when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. Having insufficient
funds may require us to delay, scale back, or eliminate some or all of our business development activities. Failure to obtain adequate
financing also may adversely affect our ability to operate as a going concern. If we raise additional funds from the issuance of
equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring
debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial
ratios that may restrict our ability to operate our business.
Satisfaction of our cash obligations
for the next 12 months
A critical component of
our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or
debt financing and JV drilling partnerships. In the event we cannot obtain the necessary capital to pursue our strategic plan,
we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
However, due to our low base overhead, we are not dependent on new capital if we do not wish to develop our drilling programs and/or
buy up working interests in potential wells during the next 12 months.
Since inception, we have
financed cash flow requirements through debt financing and issuance of common stock for cash and services. As we expand operational
activities, we may continue to experience net negative cash flows from operations, pending receipt of sales or development fees,
and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the
extent necessary to provide working capital.
Over the next twelve months
we believe that existing capital and anticipated funds from operations will be sufficient to sustain current operations. We may
seek additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.
No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity.
In either case, the financing could have a negative impact on our financial condition and our Stockholders.
We have collected approximately
$8,858,119 in royalty payments from August 2011 to June 30, 2014 from production on 51 wells. We have information that an additional
nine (9) wells are either in production or are in confidential status. Although we believe that our income from our wells will
likely reduce or eliminate operating losses in the near future, we have no control over the timing of when we will receive such
royalty payments. In addition, there can be no assurance that we will be successful in addressing operational risks, and the failure
to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Off-Balance Sheet Arrangements
We currently do not have
any off-balance sheet arrangement 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.
Critical Accounting Policies, Estimates,
and Judgments
Our financial statements
are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those
related to revenue recognition, the timing of the royalty revenues, and income taxes. We base our estimates and judgments on historical
experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as
circumstances change and additional information becomes known.
Besides the estimates
identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and
related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and
expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical
experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur
as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.
For further information,
refer to the consolidated financial statements and notes thereto included in the company’s annual report on Form 10-K for
the year ended December 31, 2013.
10
Item 4. CONTROLS AND PROCEDURES
Management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed
by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
|
· |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company; |
|
· |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and |
|
· |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the company’s assets that could have a material effect on the financial statements. |
Our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over
financial reporting as of June 30, 2014.
A material weakness is
a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
We identified material
weaknesses in our internal control over financial reporting as of June 30, 2014 because certain elements of an effective control
environment were not present as of June 30, 2014, including the financial reporting processes and procedures, and internal control
procedures by our board of directors as we have yet to establish an audit committee and our full board has not been adequately
performing those functions.
Based on this assessment
and the material weaknesses described above, management has concluded that internal control over financial reporting was not effective
as of June 30, 2014. Following the resignation of our prior Chief Financial Officer and our new Chief Financial Officer is expected
to develop expanded policies relating to our internal controls and procedures to help address existing material weaknesses.
We intend to take the
following steps as soon as practicable to remediate the material weaknesses we identified as follows:
|
§ |
We will segregate incompatible functions using existing personnel where possible or, given sufficient
capital resources, we will hire additional personnel to perform those functions. |
|
§ |
We will appoint additional outside directors, particularly those who may have experience with regard
to financial reporting, financial reporting processes and procedures and internal control procedures. |
|
§ |
To the extent we can attract outside directors, we plan to form an audit committee to review and
assist the board with its oversight responsibilities and appoint a financial expert to be the chairperson of such audit committee. |
|
§ |
We will hire independent consultants when necessary to advise the Company and our Board on special
financial matters as the need arises. |
Changes in Internal Control Over Financial
Reporting
As of the end of the period
covered by this Report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) during the quarter ended June 30, 2014, that materially affected, or are reasonably likely to materially affect,
our company’s internal control over financial reporting.
11
PART II – OTHER INFORMATON
Item 1. LEGAL PROCEEDINGS
On April 2, 2012, BRI was served with a summons relating to a complaint filed by Allan Holms, both individually and derivatively
through Roil Energy, LLC (the "Allan Holms Case"). Allan Holms is the half-brother of BRI's CEO, Val Holms. The complaint
(filed in the Superior Court of the State of Washington located in Spokane County) names, among others, Joseph Edington, Val
and Mari Holms, Holms Energy, LLC and BRI as defendants. The Complaint primarily alleged breach of contract, tortious interference
with prospective business opportunity and fraud. The complaint focuses on events allegedly occurring around February and March
2010 whereby Allan Holms alleged an oral agreement took place whereby he was to receive up to 40% of the originally issued
equity of Roil Energy, LLC. Allan Holms alleges Roil Energy was originally intended to be the predecessor entity to BRI. Defendant
Jay Edington settled with the Plaintiffs prior to going to trial. The Allan Holms Case was heard in trial in November 2013.
The Washington court issued three separate findings of fact and conclusions of law in the Allan Holms Case (each, a "Finding").
These Findings were issued on December 2, 2013, February 4, 2014 and May 16, 2014. Such Findings were summarized in the Company's
Quarterly Report on Form 10-Q filed on May 20, 2014. Neither Allan Holms nor Roil Energy, LLC were awarded any damages for
their respective claims against the Defendants. However, the Washington court did award Allan Holms attorney fees and expenses
in the amount of $412,933.08 pursuant to the court's interpretation of a Nevada derivative action statute. Allan Holms and
Roil Energy, LLC have filed an appeal in this case and the Defendants (not including Jay Edington) have filed a cross appeal.
On or around July 18, 2013, BRI received notice of a complaint filed in McKenzie County, ND (Roil Energy v. Toll Reserve
Consortium (ND Dist. Ct., Case No. 27-2013-CV-00124)) (the "ND Case"). The plaintiffs in the ND Case are the same as in the
Allan Holms Case described above. The claims in the ND Case arise from the same facts alleged by the plaintiffs in the Washington
case. The plaintiffs in the ND Case seek to, among other things, quiet title in mineral assets the plaintiffs claim were intended
to be conveyed to Roil Energy. On July 24, 2014, the court in the ND Case indicated to the parties of the Court's intention
to grant BRI's motion to dismiss the ND case. An order is currently pending in this respect from the court in the ND Case.
On June 6, 2012, the Company filed a Temporary Restraining Order (the TRO Case)
and Verified Complaint for Injunctive Relief against McKinley Romero, Peter Swan Investment Consulting Ltd., and IWJ Consulting Group, LLC (collectively, the
IWJ Defendants), in connection with the IWJ Defendants request to the transfer agent to remove restrictive legends from an aggregate of 4.7
million shares. The Company believed the IWJ Defendants improperly obtained their shares. The Company obtained a temporary restraining order from the
Second Judicial District Court of the State of Nevada, County of Washoe on June 6, 2012, enjoining the IWJ Defendants from removing the restrictive legends.
After a hearing on June 26, 2012, the judge ruled in favor of the Companys motion for a preliminary injunction. The court issued the order granting
such preliminary injunction on August 14, 2012. On June 12, 2014, the court in the TRO Case entered judgment in favor of BRI, holding that the
certificates issued to the IWJ Defendants were obtained by fraud and awarding BRI costs and fees in the amount of $14,237,50. The Company will be
taking steps to collect on this judgment.
In March 2013, the Company received notice of a complaint titled Gillis v. Bakken Resources, Inc.,
Case No. A-13-675280-B, filed in the District Court of the State of Nevada for Clark County. Mr. Gillis, the plaintiff in this matter (the Gillis
Case), is the trustee of the Bruce and Marilyn Gillis 1987 Trust. Mr. Gillis alleged that the Company breached its obligations under a certain
registration rights agreement entered into pursuant to an equity investment made at or around November 2010. The Court in this matter granted class
certification and issued a class notice in March 2014. The Company denies the validity of the claims made in the Gillis Case; however, to limit the exposure
created by such litigation, the Company entered into a Memorandum of Understanding regarding settlement with the class representative on May 27, 2014.
The settlement remains subject to finalization of the settlement agreement and approval by the court.
In March 2014, the Company received notice of a complaint titled Manuel Graiwer and TJ Jesky v. Val
Holms, Herman Landeis, Karen Midtlyng, David Deffinbaugh, Bill Baber, W. Edward Nichols and Wesley Paul, Case No. CV14 00544, filed in the Second Judicial
District Court of the State of Nevada for Washoe County. Mssrs. Graiwer and Jesky, the plaintiffs in this matter (the Graiwer Case), bring
action on behalf of the Company derivatively, and the Company is also named as a nominal defendant. Mssrs. Graiwer and Jesky are shareholders of the
Company and allege breach of fiduciary duty, gross negligence, corporate waste, unjust enrichment and civil conspiracy against one or more of the named
defendants. The Company is also informed that each of the other named defendants denies the validity of the claims made in the Graiwer Case and each
intends to vigorously defend against such claims, as applicable.
12
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
None.
13
Item 6. EXHIBITS
The following exhibit index shows those exhibits filed with this
report and those incorporated herein by reference:
|
|
|
Incorporated Herein by Reference |
Exhibits |
Description of Document |
Filed Herewith |
Form |
Exhibit |
Filing Date |
3.1 |
Articles of Incorporation |
|
S-1 |
3.1 |
02-26-09 |
3.2 |
Bylaws |
|
S-1 |
3.2 |
02-26-09 |
4.1 |
Non-Qualified Stock Option and Stock Appreciation Rights Plan adopted on June 10, 2008 |
|
S-1 |
10.3 |
02-26-09 |
4.2 |
Form of Registration Rights Agreement 2010 |
|
10-K |
4.3 |
04-15-11 |
4.3 |
Form of Warrant 2010 |
|
10-K |
4.4 |
04-15-11 |
4.4 |
Form of Warrant 2011 (Convertible Bridge Loan) |
|
8-K |
10.1 |
05-25-11 |
4.5 |
Form of Convertible Promissory Note 2011 |
|
8-K |
10.2 |
05-25-11 |
10.1 |
Assignment of Interest Agreement between Bakken Resources, Inc. (formerly Multisys Language Solutions, Inc.) and Peter Schmid dated June 11, 2008 |
|
S-1 |
10.2 |
02-26-09 |
10.2 |
Asset Purchase Agreement with Holms Energy, LLC entered into on November 26, 2010 |
|
8-K |
10.1 |
10-21-10 |
10.3 |
Asset Purchase Agreement between Holms Energy, LLC and Evenette and Rocky Greenfield entered into on November 12, 2010 |
|
8-K |
10.2 |
10-21-10 |
10.4 |
Promissory note with Holms Energy, LLC for $485,000 entered into on November 12, 2010 |
|
8-K |
10.2 |
11-18-10 |
10.5 |
Office Lease beginning December 1, 2010 |
|
10-K |
10.6 |
04-15-11 |
10.6 |
Form of Common Stock and Warrant Purchase Agreement 2010 |
|
10-K |
10.7 |
04-15-11 |
10.7 |
Employment Agreement by and between Bakken Resources, Inc. and Val M. Holms, dated February 1, 2011 |
|
8-K |
10.1 |
02-07-11 |
10.8 |
Employment Agreement by and between Bakken Resources, Inc. and Karen Midtlyng, dated February 1, 2011 |
|
8-K |
10.2 |
02-07-11 |
10.9 |
Employment Agreement by and between Bakken Resources, Inc. and David Deffinbaugh, dated effective as of January 1, 2012 |
|
10-K |
10.10 |
04-16-12 |
10.10 |
Employment Agreement by and between Bakken Resources, Inc. and Val M. Holms, dated effective as of March 12, 2013 |
|
8-K |
10.1 |
03-18-13 |
10.11 |
Employment Agreement by and between Bakken Resources, Inc. and Karen S. Midtlyng, dated effective as of March 12, 2013 |
|
8-K |
10.2 |
03-18-13 |
10.12 |
Form of Securities Purchase Agreement, entered into by Bakken Resources, Inc. on February 4, 2011 |
|
8-K |
10.1 |
02-09-11 |
10.13 |
Form of Securities Purchase Agreement, entered into by Bakken Resources, Inc. on March 18, 2011 |
|
8-K |
10.1 |
03-24-11 |
10.14 |
Oil and Gas Lease by and between Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust of Rocky Greenfield and Evenette Greenfield and Empire Oil Company dated July 29, 2008 |
|
10-K |
10.12 |
04-15-11 |
10.15 |
Oil and Gas Lease No.1 by and between Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust of Rocky Greenfield and Evenette Greenfield and Empire Oil Company dated July 14, 2008 |
|
10-K |
10.13 |
04-15-11 |
14
|
|
|
Incorporated Herein by Reference |
Exhibits |
Description of Document |
Filed Herewith |
Form |
Exhibit |
Filing Date |
10.16 |
Amendment to Oil and Gas Lease by and between The Rocky Greenfield and Evenette Greenfield Revocable Living Trust, Rocky Greenfield and Evenette Greenfield, Trustees and Oasis Petroleum North America, LLC dated September 18, 2009 |
|
10-K |
10.14 |
04-15-11 |
10.17 |
Extension, Amendment and Ratification of Oil and Gas Lease by and between Evenette Greenfield and Rocky Greenfield and The Armstrong Corporation dated September 9, 2003 |
|
10-K |
10.15 |
04-15-11 |
10.18 |
Extension, Amendment and Ratification of Oil and Gas Lease by and between Evenette Greenfield and The Armstrong Corporation dated November 24, 2004 |
|
10-K |
10.16 |
04-15-11 |
10.19 |
Oil and Gas Lease No.2 by and between Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust of Rocky Greenfield and Evenette Greenfield and Empire Oil Company dated July 14, 2008 |
|
10-K |
10.17 |
04-15-11 |
10.20 |
Oil and Gas Lease by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and Empire Oil Company dated July 29, 2008 |
|
10-K |
10.18 |
04-15-11 |
10.21 |
Oil and Gas Lease by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and Empire Oil Company dated July 14, 2008 |
|
10-K |
10.19 |
04-15-11 |
10.22 |
Oil and Gas Lease by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and The Armstrong Corporation dated March 1, 2005 |
|
10-K |
10.20 |
04-15-11 |
10.23 |
Oil and Gas Lease by and between Val Holms and Mari Holms Revocable Living Trust, Val Holms and Maris Holms Trustees and The Armstrong Corporation dated September 9, 2003 |
|
10-K |
10.21 |
04-15-11 |
10.24 |
Oil and Gas Lease by and between Val Holms and Mari Holms, Trustees of the Val Holms and Mari Holms Revocable Living Trust and the Armstrong Corporation dated November 24, 2004 |
|
10-K |
10.22 |
04-15-11 |
10.25 |
Oil and Gas Lease by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and Empire Oil Company dated July 14, 2008 |
|
10-K |
10.23 |
04-15-11 |
10.26 |
Form of Convertible Bridge Loan Agreement 2011 |
|
8-K |
10.1 |
05-25-11 |
10.27 |
Mineral Property Sale and Purchase Agreement Between John L. Reely, Lincoln Green, Inc. and Bakken Resources,
Inc. dated effective as of September 21, 2011 |
|
8-K |
10.1 |
09-27-11 |
10.28 |
Indemnification Agreement with Oasis Petroleum Inc. dated January 23, 2014 |
X |
|
|
|
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
X |
|
|
|
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
X |
|
|
|
32.1 |
Section 1350 Certification of Chief Executive Officer |
X |
|
|
|
32.2 |
Section 1350 Certification of Chief Financial Officer |
X |
|
|
|
15
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Date: September 18, 2014 |
BAKKEN RESOURCES, INC.
/s/ Val M. Holms
Val M. Holms
President, CEO, and Director
(Principal executive officer) |
|
/s/ Dan Anderson
Dan Anderson
CFO
(Principal financial and accounting officer) |
16
Exhibit 31.1
CERTIFICATIONS
I, Val M. Holms, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Bakken
Resources, Inc; |
|
2. |
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any change in the registrant’s internal control
over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer and I have
disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not
material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
Dated: September 18, 2014 |
/s/ Val M. Holms |
|
Val M. Holms |
|
President, CEO, and Director |
|
(Principal executive officer) |
Exhibit 31.2
CERTIFICATIONS
I, Dan Anderson
,
certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Bakken
Resources, Inc; |
|
2. |
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any change in the registrant’s internal control
over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer and I have
disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over financial reporting. |
Dated: September 18, 2014 |
/s/ Dan
Anderson |
|
CFO |
|
(Principal financial and accounting officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report
on Form 10-Q of Bakken Resources, Inc. (the “Company”) for the quarter ended June 30, 2014, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), Val M. Holms, Chief Executive Officer of the Company, hereby
certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
Dated: September 18, 2014 |
By: |
/s/ Val M. Holms |
|
|
Val M. Holms
President, CEO, and Director
(Principal executive officer) |
This certification accompanies each
Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley
Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement
required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report
on Form 10-Q of Bakken Resources, Inc. (the “Company”) for the quarter ended June 30, 2014, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), Dan Anderson, Chief Financial Officer of the Company, hereby
certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
Dated: September 18, 2014 |
By: |
/s/ Dan Anderson |
|
|
Dan Anderson
CFO
(Principal financial and accounting officer)
|
This certification accompanies each
Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley
Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement
required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.