Annual Report (10-k)

Date : 07/30/2018 @ 11:04PM
Source : Edgar (US Regulatory)
Stock : Petro River Oil Corp. (PC) (PTRC)
Quote : 0.159  -0.001 (-0.63%) @ 9:03PM

Annual Report (10-k)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2018
or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 000-49760
 
Petro River Oil Corp.
(Exact name of registrant as specified in its charter)
 
Delaware
 
98-0611188
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
55 5 th Avenue, Suite 1702, New York, NY 10003
(Address of Principal Executive Offices, Zip Code)
 
(469) 828-3900
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]
 
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 definition of “large accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
  Large accelerated filer [  ]
 
  Accelerated filer [  ]
 
  Non-accelerated filer [  ]
 
  Smaller reporting company [X]
  Emerging growth company [  ]
     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]
 
[As of October 31, 2017, the aggregate market value of the registrant’s common stock held by non-affiliates was $24,865,911, based on the closing bid price of $1.85 per share on October 31, 2017, as reported on OTC Pink Marketplace.]
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding at July 25, 2018
Common Stock, $0.00001 par value per share
 
17,569,809 shares
 
 

 
 
 
TAB L E OF CONTENTS
 
 
 
 
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 38
Item 16.
Form 10-K Summary
 
 
 
 
 
 
 
 41
 
 
 
 
 
 F-1
 
 
 
FORWARD-LOOKING STATEMENTS
 
This report, including information included in future filings by us with the Securities and Exchange Commission (the “SEC” ), as well as information contained in written material, press releases and oral statements issued by us or on our behalf, contain, or may contain, certain statements that are “forward-looking statements” within the meaning of federal securities laws that are subject to a number of risks and uncertainties, many of which are beyond our control. This report modifies and supersedes documents filed by us before this report. In addition, certain information that we file with the SEC in the future will automatically update and supersede information contained in this report. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
 
Forward-looking statements may include statements about our business strategy, reserves, technology, financial strategy, oil and natural gas realized prices, timing and amount of future production of oil and natural gas, the amount, nature and timing of capital expenditures, drilling of wells, competition and government regulations, marketing of oil and natural gas, property acquisitions, costs of developing our properties and conducting other operations, general economic conditions, uncertainty regarding our future operating results and plans, objectives, expectations and intentions contained in this report that are not historical.
 
All forward-looking statements speak only as of the date of this report, and, except as required by law, we do not intend to update any of these forward-looking statements to reflect changes in events or circumstances that arise after the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “ Risk Factors ” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
 
 
 
P A RT I
 
ITEM 1. BUSINESS
 
Business Overview
 
Petro River Oil Corp. (the “ Company ”) is an independent energy company focused on the exploration and development of conventional oil and gas assets with low discovery and development costs, utilizing modern technology. The Company is currently focused on moving forward with drilling wells on several of its properties owned directly and indirectly through its interest in Horizon Energy Partners, LLC (“ Horizon Energy ”), as well as entering highly prospective plays with Horizon Energy and other industry-leading partners. Diversification over a number of projects, each with low initial capital expenditures and strong risk reward characteristics, reduces risk and provides cross-functional exposure to a number of attractive risk adjusted opportunities.
 
The Company’s core holdings are in the Mid-Continent Region in Oklahoma, including in Osage County and Kay County, Oklahoma. Following the acquisition of Horizon I Investments, LLC (“ Horizon Investments ”), the Company has additional exposure to a portfolio of domestic and international oil and gas assets consisting of highly prospective conventional plays diversified across project type, geographic location and risk profile, as well as access to a broad network of industry leaders from Horizon Investment’s interest in Horizon Energy. Horizon Energy is an oil and gas exploration and development company owned and managed by former senior oil and gas executives. It has a portfolio of domestic and international assets. Each of the assets in the Horizon Energy portfolio is characterized by low initial capital expenditure requirements and strong risk reward characteristics.
 
The Company’s prospects in Oklahoma are owned directly by the Company and indirectly through Spyglass Energy Group, LLC (“ Spyglass ”), a wholly owned subsidiary of Bandolier Energy, LLC (“ Bandolier ”). As a result of the Exchange Transaction consummated on January 31, 2018, as discussed below, Bandolier is wholly-owned by the Company. Bandolier has a 75% working interest in the 87,754-acre concession in Osage County, Oklahoma. The remaining 25% working interest is held by the operator, Performance Energy, LLC.
 
The execution of our business plan is dependent on obtaining necessary working capital. While no assurances can be given, in the event management is able to obtain additional working capital, we plan to continue drilling additional wells on our existing concessions, and to acquire additional high-quality oil and gas properties, primarily proved producing, and proved undeveloped reserves. We also intend to explore low-risk development drilling and work-over opportunities. Management is also exploring farm-in and joint venture opportunities for our oil and gas assets.
 
Recent Developments
 
Recent Oil Discoveries .
 
On July 24, 2018, the Company announced the discovery of its largest oil field to date with the Company’s successful drilling of the Arsaga 25-2 exploration well, located on its concession in Osage County, Oklahoma. The well was spud on July 9, 2018, and was drilled to a depth of approximately 2,750 feet. Preliminary results indicate 30 feet of productive Mississippian Chat formation. The Arsaga Field spans approximately 2,000 acres, with up to 100 well locations.
 
On May 22, 2018, the Company announced the discovery of a new oil field, the N. Blackland Field, in its concession in Osage County, Oklahoma upon successfully testing of the 2-34 exploration well (the “ 2-34 ”). The 2-34 was drilled to a depth of approximately 2,850 feet, and initial results indicate both Mississippian Chat and Burges formations were discovered and have been comingled to increase production rates. The N. Blackland Field is approximately 200 acres, and the Company expects to drill an additional eight to ten wells to develop the structure. This structure was identified using 3-D seismic technology. This development project is anticipated to result in production revenue prior to the end of the current fiscal year.
 
In May 2017, Bandolier discovered two new oil fields with the successful drilling of the W. Blackland 1-3 and S. Blackland 2-11 exploration wells. On December 15, 2017, the Company received permits from the Bureau of Indian Affairs to drill eight additional wells in the W. Blackland Field, which were successfully completed in April 2018. The Company has received additional permits, and is currently in the process of drilling an additional two wells. Our W. Blackland concessions are currently producing, and, with the drilling of additional wells, we anticipate substantially increasing revenue throughout the remainder of the current fiscal year.
 
 
In addition to our current development plans, within our current 3-D seismic data, additional structures in Osage County have been identified. The Company plans to drill 13 additional wells in calendar year 2018: nine in the N. Blackland Field, three in the Arsaga structure and one in the Section 13 structure. The Company anticipates drilling these wells out of cash flows from current production of its existing wells.
 
Working Interest Exchange.
 
On February 14, 2018, the Company entered into a Purchase and Exchange Agreement with Red Fork Resources (“ Red Fork ”), pursuant to which (i) the Company agreed to convey to Mountain View Resources, LLC, an affiliate of Red Fork, 100% of its 13.7% working interest in and to an area of mutual interest (“ AMI ”) in the Mountain View Project in Kern County, California, and (ii) Red Fork agreed to convey to the Company 64.7% of its 85% working interest in and to an AMI situated in Kay County, Oklahoma (the “ Red Fork   Exchange ”). The fair value of the assets acquired was $108,333 as of the date of the agreement. Following the Red Fork Exchange, the Company and Red Fork each retained a 2% overriding royalty interest in the projects that they respectively conveyed. Under the terms of the Agreement, all revenues and costs, expenses, obligations and liabilities earned or incurred prior to January 1, 2018 (the “ Effective Date ”) shall be borne by the original owners of such working interests, and all of such costs, expenses, obligations and liabilities that occur subsequent to the Effective Date shall be borne by the new owners of such working interests.
 
The acquisition of the additional concessions in Kay County, Oklahoma added additional prospect locations adjacent to the Company’s 87,754-acre concession in Osage County, Oklahoma. The similarity of the prospects in Kay and Kern County allows for the leverage of assets, infrastructure and technical expertise.
 
MegaWest Exchange Transaction.
 
On January 31, 2018, the Company entered into an Assignment and Assumption of Membership Interest with MegaWest Energy Kansas Corp. (“ MegaWest ”) (the “ Assignment Agreement ”), whereby the Company transferred its interest in MegaWest in exchange for a 50% membership interest in Bandolier Energy LLC (“ Bandolier ”) (the  “Bandolier Interest” ) then held by MegaWest (the “ Exchange Transaction ”), as a result of the Bandolier Acquisition, as defined below. The Exchange Transaction followed the receipt by the Company of a notice of Redetermination, as defined below, of MegaWest’s assets, including MegaWest’s interest in the Bandolier Interests (together, “ MegaWest Assets ”), conducted by Fortis Property Group, LLC, a Delaware limited liability company (“ Fortis ”) .
 
The Redetermination was conducted pursuant to the Contribution Agreement, pursuant to which the Board of MegaWest was entitled to engage a qualified appraiser to determine the value of the MegaWest Assets and Bandolier Interests, and upon the completion thereof (a “ Redetermination ”), in the event the MegaWest Assets were determined to be less than $40.0 million, then a Shortfall, as defined in the Contribution Agreement, exists. As a result, the Company would be required to make cash contributions to MegaWest in an amount equal to the amount of the Shortfall (the “ Shortfall Capital Contribution ”). The Contribution Agreement further provided that, in the event that the Company was unable to deliver to MegaWest the Shortfall Capital Contribution required after the Redetermination, if any, MegaWest would have the right to exercise certain remedies, including a right to foreclose on the Company’s entire interest in MegaWest. In the event of foreclosure, the Bandolier Interest would revert back to the Company.  
 
In lieu of engaging a qualified appraiser to quantify the Shortfall Capital Contribution, and in lieu of requiring MegaWest to exercise its remedies under the terms of the Contribution Agreement, the Company and MegaWest entered into the Exchange Transaction. As a result, the Company has no further rights or interest in MegaWest, and MegaWest has no further rights or interest in any assets associated with the Bandolier Interests. Pursuant to the Contribution Agreement and Assignment Agreement, the Company continues to be responsible for a reimbursement payment to MegaWest in the amount of $259,313, together with interest accrued thereon at an annual rate 10%, which will be due and payable one year after the date of the Assignment Agreement and has been included as a payable since January 31, 2018. As a result of the Redetermination, the Company recorded a loss on redetermination of $11,914,204 reflecting the write-off of the related assets, liabilities and non-controlling interests of Fortis.
 
 
At the time the parties entered into the Contribution Agreement, management anticipated that the market price for crude oil would return to prices reached prior to 2015, and that additional wells would be drilled, resulting in greater revenue from the Bandolier Interests. Subsequent to the execution of the Contribution Agreement, only two wells had been drilled as of January 2018. That fact, together with the relatively low price of crude oil and the anticipated delays in drilling additional wells to demonstrate the value of the Bandolier Interests, contributed to Fortis’ election to terminate the Contribution Agreement at the end of its term, as amended. Had the market price of oil supported the value of developing the Bandolier oil and gas properties at that time, under the terms of the Contribution Agreement, Fortis would have been required to fund the planned drilling program.
 
Recent Financings.
 
On September 20, 2017, the Company entered into a Securities Purchase Agreement with Petro Exploration Funding II, LLC (“ Funding Corp . II ”), pursuant to which the Company issued to Funding Corp. II a senior secured promissory note on November 6, 2017 in the principal amount of $2.5 million (the “ November 2017 Secured Note ”) (the “ November 2017 Note Financing ”) and received total proceeds of $2.5 million. As additional consideration for the purchase of the November 2017 Secured Note, the Company issued to Funding Corp. II (i) a warrant to purchase 1.25 million shares of the Company’s common stock, and (ii) an overriding royalty interest equal to 2% in all production from the Company’s interest in the Company’s concessions located in Osage County, Oklahoma currently held by Spyglass (the “ Existing   Osage County Override ”). The Existing Osage County Override was an existing override that was acquired by the Company from Scot Cohen. The note accrues interest at a rate of 10% per annum and matures on June 30, 2020.
 
Scott Cohen , a member of the Company’s Board of Directors and a substantial stockholder of the Company, owns or controls 31.25% of Funding Corp. I and 41.20% of Funding Corp. II.
 
On June 13, 2017, the Company entered into a Securities Purchase Agreement with Petro Exploration Funding, LLC (“ Funding Corp . I ”), pursuant to which the Company issued to Funding Corp. I a senior secured promissory note to finance the Company’s working capital requirements (the “ June Note Financing ”), in the principal amount of $2.0 million. As additional consideration for the June Note Financing, the Company issued to Funding Corp. I (i) a warrant to purchase 840,336 shares of the Company’s common stock, and (ii) an overriding royalty interest equal to 2% in all production from the Company’s interest in the Company’s concessions located in Osage County, Oklahoma, currently held by Spyglass, pursuant to an Assignment of Overriding Royalty Interests. The note accrues interest at a rate of 10% per annum and matures on June 30, 2020.
 
Scot Cohen owns or controls 31.25% of Funding Corp. I.
 
On June 18, 2018, Bandolier Energy, LLC, a wholly owned subsidiary of the Company, entered into a Loan Agreement with Scot Cohen, the Executive Chairman of the Company (the “ Cohen Loan Agreement ”), pursuant to which Scot Cohen loaned the Company $300,000 at a 10% annual interest rate due September 30, 2018. The Cohen Loan Agreement was to provide the Company with short term financing in connection with the Company’s drilling program in Osage County, Oklahoma.   
 
Acquisition of Membership Interest in the Osage County Concession .
 
On November 6, 2017, the Company entered into an Assignment and Assumption of Membership Interest Agreement (the “ Membership Interest Assignment ”) with Pearsonia West Investments, LLC (“ Pearsonia ”). Pursuant to the Membership Interest Assignment, the Company issued 1,466,667 shares of its common stock, with a fair value of $1.75 per share, to Pearsonia in exchange for all the membership interests in Bandolier held by Pearsonia. As result of this transaction, the Company wrote-off the non-controlling interest in Bandolier totaling $785,298 and recorded a loss of $3,351,965.
 
Our Objective
 
Our primary objective is to enhance shareholder value by increasing our net asset value, net reserves and cash flow through development, exploitation, exploration, and acquisition of oil and gas properties.
 
Our Strategy
 
We intend to follow a balanced risk strategy by allocating capital expenditures to a combination of lower risk development and high potential exploration prospects. Key elements of our business strategy include the following:
 
Develop and exploit our existing oil and natural gas properties . Our principal growth strategy has been to explore, develop and exploit our acquired and leased properties to add proven reserves.
 
 
Pursue selective acquisitions . The Company has acquired leasehold positions that it believes contain substantial resource potential and meet its targeted returns on invested capital. Management intends to continue to pursue strategic acquisitions that meet the Company’s operational and financial targets. We seek to acquire developed and undeveloped oil and gas properties that will provide us with additional development and exploratory prospect opportunities. We may also acquire a working interest in one or more prospects from others and participate with the other working interest owners in drilling and, if warranted, completing oil or gas wells on a prospect. We may purchase producing oil or gas properties.
 
Use the latest 3-D seismic technology to maximize returns . Technical advances in imaging and modeling can lower risk and enhance productivity. The Company intends to utilize 3-D seismic and other technological advancements that benefit its exploratory and developmental drilling program.
 
Plan of Operation
 
The Company is currently engaged in oil and natural gas acquisition, exploration, development and production, with activities principally in Oklahoma in the United States, and Northern Ireland, Denmark and the U.K. in Western Europe. We focus on developing our existing properties, while continuing to pursue acquisitions of oil and gas properties with upside potential.
 
The Company intends to grow its resources and production through exploration activities and development of identified potential drilling locations, and through acquisitions that meet the Company’s strategic and financial objectives. Our plan includes:
 
Leveraging our management experience . The Company’s executive team, along with Horizon Energy, the Company’s operating partner, has extensive and proven experience in the oil and gas industry. We believe that the experience of our executive team will help reduce the time and cost associated with drilling and completing exploration and development of our conventional assets and potentially increasing recovery. Collectively, our management team and engineering professionals identify and evaluate acquisition opportunities, negotiate and close purchases and manage acquired properties.
 
Leveraging our established business relationships . Our executive team, along with Horizon Energy, has many relationships with operators and service providers in our core asset regions. We believe that leveraging our relationships will provide us with a competitive advantage in developing our acreage and identifying acquisition targets.
 
De-risking our acreage position and build a vertical drilling program . The Company has identified a multi-year inventory of potential drilling locations that will drive reserves and production growth and provide attractive return opportunities. The Company views its Osage County, Kay County and Horizon Energy projects as de-risked because of the significant production history in the areas and well-established industry activity surrounding the acreage.
 
Partnership with Horizon Energy . Following the acquisition of Horizon Investments, the Company has an indirect interest, through Horizon Investment’s 20% ownership in Horizon Energy, in a portfolio of several domestic and international oil and gas assets consisting of highly prospective conventional plays diversified across project type, geographic location and risk profile, as well as access to a broad network of industry leaders.
 
Competitive Strengths
 
Financial flexibility . Our capital structure and high degree of operational control continue to provide us with significant financial flexibility. Other than recent financings with related parties as discussed above, we have no corporate debt in our capital structure, enabling us to make capital decisions with no restrictions imposed by debt covenants, lender oversight and/or mandatory repayment schedules. Additionally, in concert with our partner, Horizon Energy, we control the majority of our anticipated future net drilling locations, including the timing and selection of drilling locations as well as completion schedules. This allows us to modify our capital spending program depending on financial resources, leasehold requirements and market conditions.
 
 
Management experience . Our key management team possesses an average of over thirty years of experience in oil and gas exploration and production in multiple resource plays, including exploration and production in the Company’s core regions of Osage, Oklahoma, Kay County, Oklahoma, and the North Sea.
 
Cost-efficient operators . In the past, our management team has shown an ability to drill wells in a cost-efficient way and to successfully integrate acquired assets without incurring significant increases in overhead.
 
History
 
The Company was originally incorporated under the Company Act (British Columbia) on February 8, 2000 under the name Brockton Capital Corp. We then changed our name to MegaWest Energy Corp. effective February 27, 2010, before changing it to Gravis Oil Corp. on June 20, 2011. On September 11, 2012, we re-organized under the laws of the State of Delaware as a corporation organized under the Delaware General Corporation Law. Prior to September 11, 2012, and at April 30, 2012, we were organized under the laws of Alberta, Canada.
 
Petro River Oil LLC (“ Petro ”), an indirect subsidiary of the Company, and wholly owned subsidiary of MegaWest, was formed under the laws of the State of Delaware on March 3, 2011. Through proceeds received from the issuance of various promissory notes, on February 1, 2012, Petro purchased various interests in oil and gas leases, wells, records, data and related personal property located along the play in the state of Kansas (“ Mississippi Assets ”).   Effective December 23, 2015, Petro divested the Mississippi Assets. In connection with the divestiture, the assignee and purchaser of the Mississippi Assets agreed to pay outstanding liabilities, including unpaid taxes, and assume certain responsibilities to plug any abandoned wells. No cash consideration was paid for the interests.
 
Share Exchange .
 
On April 23, 2013, the Company executed and consummated a securities purchase agreement by and among the Company, Petro, and certain investors in Petro (the “ Investors ”), namely, the holders of outstanding secured promissory notes of Petro (the “ Notes ”), and those holding membership interests in Petro (the “ Membership Interests ,” and, together with the Notes, the “ Acquired Securities ”) sold by Petro (the “ Share Exchange ”). In the Share Exchange, the Investors exchanged their Acquired Securities for 591,021,011 newly issued shares of the Company’s common stock (2,955,105 shares of common stock based on the December 2015 reverse stock split – see “Reverse Stock Split” below). Upon completion of the Share Exchange, Petro became a wholly owned subsidiary of the Company.
 
As a result of the Share Exchange, the Company acquired 100% of the membership units of Petro and consequently, control of Petro’s business and operations. Under generally accepted accounting principles in the United States (“ U.S. GAAP ”), because Petro’s former members and note holders held 80% of the issued and outstanding shares of the Company as a result of the Share Exchange, Petro was deemed the accounting acquirer while the Company remains the legal acquirer. Petro adopted the fiscal year of the Company. Prior to the Share Exchange, all historical financial statements presented are those of Petro. The equity of the Company is the historical equity of Petro, restated to reflect the number of shares issued by the Company in the transaction.
 
Acquisition of Interest in Bandolier Energy LLC .   
 
On May 30, 2014, the Company entered into a Subscription Agreement pursuant to which the Company was issued a 50% interest in Bandolier in exchange for a capital contribution of $5.0 million (the “ Bandolier Acquisition ”). In connection with the Bandolier Acquisition, the Company had the right to appoint a majority of the board of managers of Bandolier. The Company’s Executive Chairman was a manager of, and owned a 20% membership interest in, Pearsonia West Investment Group, LLC (“ Pearsonia West ”), a special purpose vehicle formed for the purpose of investing in Bandolier with the Company and Ranger Station, LLC (“ Ranger Station ”). Concurrent with the Bandolier Acquisition, Pearsonia West was issued a 44% interest in Bandolier for cash consideration of $4.4 million, and Ranger Station was issued a 6% interest in Bandolier for cash consideration of $600,000. In connection with Pearsonia West’s investment in Bandolier, the Company and Pearsonia West entered into an agreement, dated May 30, 2014, granting the members of Pearsonia West an option, exercisable at any time prior to May 30, 2017, to exchange their pro rata share of the Bandolier membership interests for shares of the Company’s common stock, at a price of $0.08 per share, subject to adjustment (the “ Option ”). The Option, if fully exercised, would result in the Company issuing 55,000,000 shares of its common stock (275,000 shares of common stock at a price of $16 per share based on the December 2015 reverse stock split – see “Reverse Stock Split” below), or 6% to the members of Pearsonia West. 
 
 
Until the execution of the Contribution Agreement, described below, the Company had operational control along with a 50% ownership interest in Bandolier. As a result, the Company consolidated Bandolier. The remaining 50% non-controlling interest represented the equity investment from Pearsonia West and Ranger Station. The Company allocated the proportionate share of the net operating income/loss to both the Company and the non-controlling interest.
 
Subsequent to the initial capitalization of Bandolier, Bandolier acquired, for $8,712,893 less a $407,161 claw back, all of the issued and outstanding equity of Spyglass, the owner of oil and gas leases, leaseholds, lands, and options and concessions thereto located in Osage County, Oklahoma. Spyglass controlled a significant contiguous oil and gas acreage position in Northeastern Oklahoma, consisting of 87,754 acres, with substantial original oil in place, stacked reservoirs, as well as exploratory and development opportunities that could be accessed through both horizontal and vertical drilling. Significant infrastructure was already in place including 32 square miles of 3-D seismic, 3 phase power, a dedicated sub-station as well as multiple oil producing horizontal wells.
 
The Company recorded the purchase of Spyglass by Bandolier using the acquisition method of accounting as specified in  ASC 805 Business Combinations. ” This method of accounting requires the acquirer to (i) record purchase consideration issued to sellers in a business combination at fair value on the date control is obtained, (ii) determine the fair value of any non-controlling interest, and (iii) allocate the purchase consideration to all tangible and intangible assets acquired and liabilities assumed based on their acquisition date fair values. Further, the Company commenced reporting the results of Spyglass on a consolidated basis with those of the Company effective upon the date of the acquisition. 
 
Acquisition and Dilution of Horizon Investments. 
 
On December 1, 2015, the Company entered into a conditional purchase agreement with Horizon Investments (as amended, the “ Purchase Agreement ”), pursuant to which the Company acquired, on May 3, 2016, (i) a 20% membership interest in Horizon Energy; (ii) three promissory notes issued by the Company to Horizon Investments in the aggregate principal amount of $1.6 million (the “ Horizon Notes ”); (iii) approximately $690,000 held in escrow pending closing under the Purchase Agreement (the “ Closing Proceeds ”); and (iv) certain bank, investment and other accounts maintained by Horizon Investments, in an amount which, together with the principal amount of the Horizon Note and the Closing Proceeds, totaled not less than $5.0 million (collectively, the “ Purchased Assets ”). The consideration for the Purchased Assets was 11,564,249 shares of the Company's common stock, $0.00001 par value (“ Common Stock ”) , which shares were issued to Horizon Investments at closing.
 
On February 2, 2018, Horizon Investments received from Horizon Energy a capital call in the amount of $600,227. Horizon Investments did not have the required funds to fund the capital call. The capital call was not mandatory and the consequence of Horizon Investments’ failure to fund the capital call was a dilution in Horizon Investments’ interest in Horizon Energy by 27.43%, therefore reducing Horizon Investments’ interest in Horizon Energy from 20.01% to 14.52%. Scot Cohen, a member of the Company’s Board of Directors, a substantial stockholder, and a member of Horizon Energy, participated with other Horizon Energy members to make the requested capital call in light of Horizon Investment’s inability to make the requested capital call. The determination not to make the requested capital call, and therefore allow Mr. Cohen to increase his membership interest in Horizon Energy, was discussed and approved by the independent members of the Company’s Board of Directors.
 
Competition
 
We operate in a highly competitive environment. We compete with major and independent oil and natural gas companies, many of whom have financial and other resources substantially in excess of those available to us. These competitors may be better positioned to take advantage of industry opportunities and to withstand changes affecting the industry, such as fluctuations in oil and natural gas prices and production, the availability of alternative energy sources and the application of government regulation.
 
 
Compliance with Government Regulation
 
The availability of a ready market for future oil and gas production from possible U.S. assets depends upon numerous factors beyond our control. These factors may include, amongst others, regulation of oil and natural gas production, regulations governing environmental quality and pollution control, and the effects of regulation on the amount of oil and natural gas available for sale, the availability of adequate pipeline and other transportation and processing facilities and the marketing of competitive fuels. These regulations generally are intended to prevent waste of oil and natural gas and control contamination of the environment.
 
We expect that our sales of crude oil and other hydrocarbon liquids from our future U.S.-based production will not be regulated and will be made at market prices. However, the price we would receive from the sale of these products may be affected by the cost of transporting the products to market via pipeline.
 
Environmental Regulations
 
Our U.S. assets are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences; restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities; limit or prohibit drilling activities on certain lands within wilderness, wetlands and other protected areas; require remedial measures to mitigate pollution from former operations, such as pit closure and plugging abandoned wells; and impose substantial liabilities for pollution resulting from production and drilling operations. Public interest in the protection of the environment has increased dramatically in recent years. The worldwide trend of more expansive and stricter environmental legislation and regulations applied to the oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly waste handling, disposal and cleanup requirements, our business and prospects could be adversely affected.
 
Operating Hazards and Insurance
 
The oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, craterings, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, formations with abnormal pressures, pipeline ruptures or spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations. 
 
In accordance with customary industry practices, we expect to maintain insurance against some, but not all, of such risks and losses. There can be no assurance that any insurance we obtain would be adequate to cover any losses or liabilities. We cannot predict the continued availability of insurance or the availability of insurance at premium levels that justify its purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations. 
  
Pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our future financial condition. If we were unable to obtain adequate insurance, we could be forced to participate in all of our activities on a non-operated basis, which would limit our ability to control the risks associated with oil and natural gas operations.
 
Research and Development
 
On December 12, 2013, we formed Petro Spring, LLC, a wholly owned subsidiary (“ Petro Spring ”) , to focus on technology solutions related to the oil and gas industry.  During the year ended April 30, 2015, Petro Spring I, LLC, a Delaware limited liability company wholly owned by Petro Spring (“ Petro Spring I ”), entered into a definitive asset purchase agreement (“ Havelide Purchase Agreement ”) to purchase substantially all of the assets of Havelide GTL LLC (“ Havelide ”) and Coalthane Tech LLC (“ Coalthane ”), consisting of certain patents and other intellectual property, trade secrets, and assets developed and owned by Havelide to produce a gasoline-like liquid and high-purity hydrogen from natural gas, at low temperature and at low pressure (the “ Havelide Assets ”) and consisting of certain patents and other intellectual property, trade secrets, and assets developed and owned by Coalthane to reduce the methane from coal mines and other wells (the “ Coalthane Assets ”). The purchase of the Coalthane and Havelide Assets was consummated on February 27, 2015. The acquisitions reflected the Company’s desire to diversify the Company’s business amid the challenging oil price environment that existed at that time.  
 
 
As of April 30, 2016, the Company did not have adequate capital to fund additional development of the intangibles and, therefore, the Company has been unable to identify near-term opportunities to commercialize the technology. As of April 30, 2016, the Company performed an impairment assessment on the intangible assets and recognized an impairment charge of $2,082,941, and it does not intend to expend any additional amounts to develop the Havelide Assets or Coalthane Assets at this time.
 
Employees
 
At April 30, 2018, we employed four full-time employees and two part-time employees. We also retained several consultants to provide both operational, investor relations and marketing support.
 
Geographical Area of the Company’s Business
 
The principal market that we compete in is the North American and Western Europe. The Company is currently contemplating expansion into additional international energy markets.
 
ITEM 1A. RIS K FACTORS
 
You should carefully consider the following risk factors, in addition to the other information set forth in this Report, in connection with any investment decision regarding shares of our common stock. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. Some information in this Report may contain “forward-looking” statements that discuss future expectations of our financial condition and results of operation. The risk factors noted in this section and other factors could cause our actual results to differ materially from those contained in any forward-looking statements.
 
Risks Relating to Our Business
 
Our results of operations as well as the carrying value of our oil and gas properties are substantially dependent upon the prices of oil and natural gas. In the event the prices for oil and natural gas decrease, our results of operations could be adversely affected, and our ability to continue our planned development and acquisition activities could be substantially curtailed.
 
Currently, our costs to maintain our unproved properties include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and in process exploration drilling costs. In the future, our results of operations and the ceiling on the carrying value of our oil and gas properties will be dependent on the estimated present value of proved reserves, which depends on the prevailing prices for oil and gas. Various factors beyond our control affect prices of oil and natural gas, including political and economic conditions; worldwide and domestic supplies of and demand for oil and gas; weather conditions; the ability of the members of the Organization of Petroleum Exporting Countries (“ OPEC ”) to agree on and maintain price and production controls; political instability or armed conflict in oil-producing regions; the price of foreign imports; the level of consumer demand; the price and availability of alternative fuels; and changes in existing federal and state regulations. In the event oil and gas prices fall from current levels, our operations and financial condition could be materially and adversely affected, and the level of development and exploration expenditures could be substantially curtailed. These conditions could ultimately result in a reduction in the carrying value of our oil and gas properties. A decline in prices for oil and gas would also likely cause a reduction in the amount of any reserves and, in turn, in the amount that we might be able to borrow to fund development and acquisition activities.
 
We own certain assets unrelated to our traditional oil and gas properties. The acquired technologies are in development stage, have not been proven, and require additional capital to develop. We may not be able to successfully raise sufficient capital or otherwise successfully develop these technology assets.
 
In 2015 we  purchased certain assets to produce gasoline-like liquid and high-purity hydrogen from natural gas, at low temperature and at low pressure, as well as to reduce the methane from coal mines and other wells. The purchased assets require additional capital or a strategic partner in order to develop. Management currently intends to defer development of these assets while it focuses on its drilling activities. No assurances can be given that the Company will be able to successfully raise sufficient capital to develop the assets, or otherwise find a strategic or development partner to develop the same. In addition, the purchased assets are in the development stage and are unproven, and no assurances can be given that we will be able to commercialize the assets.
 
 
 
 
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
 
We have received a limited amount of revenues from operations and have limited assets. To date, we have acquired certain interests in oil and gas properties, but have only recently developed and commenced production of wells drilled on those properties. Furthermore, although we have recently announced additional oil field discoveries with the potential to generate commercial revenues, there can be no assurance that they will yield significant production. We have a limited operating history. Our success is significantly dependent on a successful acquisition, drilling, completion and production program. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate additional recoverable reserves or operate on a profitable basis. Since we are principally in the exploration stage, with minimal development and production activities, potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment.
 
Because we are small and have a limited amount of capital, we may have to limit our exploration and development activity which may result in a loss of your investment.
 
Because we are small and our capital available for operations is limited, we must limit our exploration and development activity. As such we may not be able to complete an exploration and development program that is as thorough as we would like. In that event, existing reserves may go undiscovered and undeveloped. Without additional capital, we cannot generate sufficient revenues and you may lose your investment.
 
We had cash and cash equivalents at April 30, 2018 and 2017 of $47,330 and $631,232, respectively. At April 30, 2018, we had working capital deficit of approximately $1.5 million. We are dependent on obtaining, and are continuing to pursue, the necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue our operations. Without adequate funding, we may not be able to meet our obligations. To further develop the Company’s assets, management currently intends to raise additional capital through debt and equity instruments.
 
Exploratory drilling is a speculative activity that may not result in commercially productive reserves and may require expenditures in excess of budgeted amounts.
 
Drilling activities are subject to many risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. There can be no assurance that new wells drilled by us or in which we have an interest will be productive or that we will recover all or any portion of our investment. Drilling for oil and gas may involve unprofitable efforts, not only from dry wells, but also from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. The cost of drilling, completing and operating wells is often uncertain. Our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, many of which are beyond our control, including economic conditions, mechanical problems, pressure or irregularities in formations, title problems, weather conditions, compliance with governmental requirements and shortages in or delays in the delivery of equipment and services. Such equipment shortages and delays sometimes involve drilling rigs where inclement weather prohibits the movement of land rigs causing a high demand for rigs by a large number of companies during a relatively short period of time. Our future drilling activities may not be successful. Lack of drilling success could have a material adverse effect on our financial condition and results of operations.
 
 
Our operations are also subject to all of the hazards and risks normally incident to the development, exploitation, production and transportation of, and the exploration for, oil and gas, including unusual or unexpected geologic formations, pressures, down hole fires, mechanical failures, blowouts, explosions, uncontrollable flows of oil, gas or well fluids and pollution and other environmental risks. These hazards could result in substantial losses to us due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage and suspension of operations. Insurance for wells in which we participate is generally obtained, although there can be no assurances that such coverage will be sufficient to prevent a material adverse effect to us if any of the foregoing events occur.
 
We may not identify all risks associated with the acquisition of oil and natural gas properties, or existing wells, and any indemnifications we receive from sellers may be insufficient to protect us from such risks, which may result in unexpected liabilities and costs to us.
 
Our business strategy focuses on acquisitions of undeveloped and unproven oil and natural gas properties that we believe are capable of production. We may make additional acquisitions of undeveloped oil and gas properties from time to time, subject to available resources. Any future acquisitions will require an assessment of recoverable reserves, title, future oil and natural gas prices, operating costs, potential environmental hazards, potential tax and other liabilities and other factors.
 
Generally, it is not feasible for us to review in detail every individual property involved in a potential acquisition. In making acquisitions, we generally focus most of our title and valuation efforts on the properties that we believe to be more significant, or of higher-value. Even a detailed review of properties and records may not reveal all existing or potential problems, nor would it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. In addition, we do not inspect in detail every well that we acquire. Potential problems, such as deficiencies in the mechanical integrity of equipment or environmental conditions that may require significant remedial expenditures, are not necessarily observable even when we perform a detailed inspection. Any unidentified problems could result in material liabilities and costs that negatively impact our financial condition and results of operations.
 
Even if we are able to identify problems with an acquisition, the seller may be unwilling or unable to provide effective contractual protection or indemnity against all or part of these problems. Even if a seller agrees to provide indemnity, the indemnity may not be fully enforceable or may be limited by floors and caps, and the financial wherewithal of such seller may significantly limit our ability to recover our costs and expenses. Any limitation on our ability to recover the costs related any potential problem could materially impact our financial condition and results of operations.
 
We are and will continue to be subject to various operating and other casualty risks that could result in liability exposure or the loss of production and revenues.
 
Our oil and gas business involves a variety of operating risks, including, but not limited to, unexpected formations or pressures, uncontrollable flows of oil, gas, brine or well fluids into the environment (including groundwater contamination), blowouts, fires, explosions, pollution and other risks, any of which could result in personal injuries, loss of life, damage to properties and substantial losses. Although we carry insurance at levels that we believe are reasonable, we are not fully insured against all risks. We do not carry business interruption insurance. Losses and liabilities arising from uninsured or under-insured events could have a material adverse effect on our financial condition and operations.
 
The cost of operating wells is often uncertain. Our drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including title problems, weather conditions, compliance with governmental requirements and shortages or delays in the delivery of equipment. Furthermore, completion of a well does not assure a profit on the investment or a recovery of drilling, completion and operating costs.
 
 
We face significant competition, and many of our competitors have resources in excess of our available resources.
 
The oil and gas industry is highly competitive. We encounter competition from other oil and gas companies in all areas of our operations, including the acquisition of producing properties and exploratory prospects and sale of crude oil, natural gas and natural gas liquids. Our competitors include major integrated oil and gas companies and numerous independent oil and gas companies, individuals and drilling and income programs. Many of our competitors are large, well established companies with substantially larger operating staffs and greater capital resources than us. Such companies may be able to pay more for productive oil and gas properties and exploratory prospects and to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. Our ability to acquire additional properties and to discover reserves in the future will depend upon our ability to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.
 
Strategic relationships upon which we may rely are subject to change, which may diminish our ability to conduct our operations.
 
Our ability to successfully acquire additional properties, to discover and develop reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements with customers will depend on developing and maintaining close working relationships with industry participants and on our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment. These realities are subject to change and may impair our ability to grow.
  
To develop our business, we will endeavor to use the business relationships of our management to enter into strategic relationships, which may take the form of joint ventures with other private parties and contractual arrangements with other oil and gas companies, including those that supply equipment and other resources that we will use in our business. We may not be able to establish these strategic relationships, or if established, we may not be able to maintain them. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations to these partners or maintain our relationships. If our strategic relationships are not established or maintained, our business prospects may be limited, which could diminish our ability to conduct our operations.
 
We may not have satisfactory title or rights to all of our current or future properties.
 
Prior to acquiring undeveloped properties, our contract land professionals review title records or other title review materials relating to substantially all of such properties. The title investigation performed by us prior to acquiring undeveloped properties is thorough, but less rigorous than that conducted prior to drilling, consistent with industry standards. Prior to drilling we obtain a title opinion on the drill site. However, a title opinion does not necessarily ensure satisfactory title. We believe we have satisfactory title to our producing properties in accordance with standards generally accepted in the oil and gas industry. Our properties are subject to customary royalty interests, liens incident to operating agreements, liens for current taxes and other burdens, which we believe do not materially interfere with the use of or affect the value of such properties. In the normal course of our business, title defects and lease issues of varying degrees arise, and, if practicable, reasonable efforts are made to cure such defects and issues.
 
We may be responsible for additional costs in connection with abandonment of properties.
 
We are responsible for payment of plugging and abandonment costs on our oil and gas properties pro rata to our working interest. There can be no assurance that we will be successful in avoiding additional expenses in connection with the abandonment of any of our properties. In addition, abandonment costs and their timing may change due to many factors, including actual production results, inflation rates and changes in environmental laws and regulations.
 
Governmental regulations could adversely affect our business.
 
Our business is subject to certain federal, state and local laws and regulations on taxation, the exploration for, and development, production and marketing of, oil and natural gas, and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, prevention of waste and other matters. These laws and regulations have increased the costs of our operations. In addition, these laws and regulations, and any others that are passed by the jurisdictions where we have production, could limit the total number of wells drilled or the allowable production from successful wells, which could limit our revenues.
 
Laws and regulations relating to our business frequently change, and future laws and regulations, including changes to existing laws and regulations, could adversely affect our business.
 
In particular and without limiting the foregoing, various tax proposals currently under consideration could result in an increase and acceleration of the payment of federal income taxes assessed against independent oil and natural gas producers, for example by eliminating the ability to expense intangible drilling costs, removing the percentage depletion allowance and increasing the amortization period for geological and geophysical expenses. Any of these changes would increase our tax burden.
 
All states in which the Company owns leases require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration for and production of oil and gas. Such states also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and gas properties, the establishment of maximum rates of production from wells and the regulation of spacing, plugging and abandonment of such wells. The statutes and regulations of these states limit the rate at which oil and gas can be produced from our properties. However, we do not believe we will be affected materially differently by these statutes and regulations than any other similarly situated oil and gas company.
 
 
 
Environmental liabilities could adversely affect our business.
 
In the event of a release of oil, natural gas or other pollutants from our operations into the environment, we could incur liability for any and all consequences of such release, including personal injuries, property damage, cleanup costs and governmental fines. We could potentially discharge these materials into the environment in several ways, including:
 
  
from a well or drilling equipment at a drill site;
 
  
leakage from gathering systems, pipelines, transportation facilities and storage tanks;
 
  
damage to oil and natural gas wells resulting from accidents during normal operations; and
 
 
 
  
blowouts, cratering and explosions.
 
In addition, because we may acquire interests in properties that have been operated in the past by others, we may be liable for environmental damage, including historical contamination, caused by such former operators. Additional liabilities could also arise from continuing violations or contamination that we have not yet discovered relating to the acquired properties or any of our other properties.
 
To the extent we incur any environmental liabilities, it could adversely affect our results of operations or financial condition.
 
Climate change legislation, regulation and litigation could materially adversely affect us.
 
There is an increased focus by local, state and national regulatory bodies on greenhouse gas (“ GHG ”) emissions and climate change. Various regulatory bodies have announced their intent to regulate GHG emissions, including the United States Environmental Protection Agency, which promulgated several GHG regulations in 2010 and late 2009. As these regulations are under development or are being challenged in the courts, we are unable to predict the total impact of these potential regulations upon our business, and it is possible that we could face increases in operating costs in order to comply with GHG emission legislation.
 
Passage of legislation or regulations that regulate or restrict emissions of GHG, or GHG-related litigation instituted against us, could result in direct costs to us and could also result in changes to the consumption and demand for natural gas and carbon dioxide produced from our oil and natural gas properties, any of which could have a material adverse effect on our business, financial position, results of operations and prospects.
  
Risks Relating to Our Financial Position and Capital Requirements
 
We will require additional capital to execute our business plan. If we are unable to obtain funding, our business operations will be harmed.
 
We will require additional capital to execute our business plan, further expand our exploration and continue with our development programs. We may be unable to obtain additional capital required. Furthermore, inability to maintain capital may damage our reputation and credibility with industry participants. Our inability to raise additional funds when required would have a negative impact on our consolidated results of operations and financial condition.
 

 
 
Future acquisitions and future exploration, development, production, leasing activities and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow. 
 
We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in raising the capital needed and we may not obtain the capital we require by other means. This would adversely affect our consolidated financial results and financial condition.
 
We have a history of losses, which may continue, which may negatively impact our ability to achieve our business objectives.
 
We generated total revenues of $723,409 and $26,603 for the years ended April 30, 2018 and 2017, respectively, generated from oil and gas sales. We incurred a net loss of $20,439,104 and $2,583,339 for the years ended April 30, 2018 and 2017, respectively. To date, we have acquired interests in oil and gas properties, but have only recently developed and commenced production of wells drilled on those properties. Furthermore, although we have recently announced additional oil field discoveries with the potential to generate commercial revenues, there can be no assurance that they will yield significant production. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether we will be able to continue expansion of our revenue. We may not achieve our business objectives, and the failure to achieve such goals would have an adverse impact on us.
 
As our properties are in early stages of development, we may not be able to establish commercial reserves on these projects, and/or such projects may not result in sufficient reserves to fund future operations and/or development activities. Exploration for commercial reserves of oil is subject to a number of risk factors. Few of the properties that are explored are ultimately developed into producing oil and/or gas fields. Since we may not be able to establish commercial reserves, we are therefore considered to be an exploration stage company.
 
Our results of operations as well as the carrying value of our oil and gas properties are substantially dependent upon the prices of oil and natural gas, which historically have been volatile and are likely to continue to be volatile.
 
Our future financial condition, access to capital, cash flows and results of operations depend upon the prices we receive for our oil and natural gas. Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control. Factors that affect the prices we receive for our oil and natural gas include:
 
 
the level of domestic production;
 
 
 
  
the availability of imported oil and natural gas;
 
 
 
  
political and economic conditions and events in foreign oil and natural gas producing nations, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, and acts of terrorism or sabotage;
 
 
 
  
the ability of members of OPEC to agree to and maintain oil price and production controls;
 
 
 
  
the cost and availability of transportation and pipeline systems with adequate capacity;
 
 
 
 
 
  
the cost and availability of other competitive fuels;
 
 
 
  
fluctuating and seasonal demand for oil, natural gas and refined products;
 
 
 
  
concerns about global warming or other conservation initiatives and the extent of governmental price controls and regulation of production;
 
 
 
  
weather;
 
 
 
  
foreign and domestic government relations; and
 
 
 
  
overall economic conditions.
 
Any prolonged decline in oil or gas prices could have a material adverse effect on our operations, financial condition, and level of development and exploration expenditures and could result in a reduction in the carrying value of our oil and gas properties.
   
Risks Related to Our Common Stock
 
The liquidity, market price and volume of our stock are volatile.
 
Our common stock is not traded on any exchange but is currently quoted on the OTC Pink Marketplace (“ OTC Pink ”). The liquidity of our common stock may be adversely affected, and purchasers of our common stock may have difficulty selling our common stock, particularly if our common stock does not continue to be quoted on the OTC Pink or another recognized quotation services or exchange.
 
The trading price of our common stock could be subject to wide fluctuations in response to quarter-to-quarter variations in our operating results, announcements of our drilling results and other events or factors. In addition, the U.S. stock markets have from time to time experienced extreme price and volume fluctuations that have affected the market price for many companies and which often have been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of our securities.
 
Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.
 
Our stock is categorized as a “penny stock.” The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our Common Stock.
 
 
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“ FINRA ”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.
 
We have paid no cash dividends on any of our classes of capital stock to date and currently intend to retain our future earnings, if any, to fund the development and growth of our business. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future. Any payment of cash dividends will depend upon our financial condition, contractual restrictions, financing agreement covenants, solvency tests imposed by corporate law, results of operations, anticipated cash requirements and other factors and will be at the discretion of our Board of Directors. Furthermore, we may incur indebtedness that may severely restrict or prohibit the payment of dividends. 
 
ITEM 1B. U N RESOLVED STAFF COMMENTS
 
None.
 
ITEM 2. P R OPERTIES
 
Kern County
 
On March 4, 2016, the Company executed an Asset Purchase and Sale and Exploration Agreement (the “ Kern   Agreement ”) to acquire a 13.7% working interest in certain oil and gas leases in 5,000 gross acres located in southern Kern County, California (the “ Project ”). Horizon Energy also purchased a 27.5% working interest in the Project.
 
Under the terms of the Kern Agreement, the Company paid $108,333 to the sellers on the closing date, and was obligated to pay certain other costs and expenses after the Closing Date related to existing and new leases as more particularly set forth in the Kern Agreement. In addition, the sellers were entitled to an overriding royalty interest in certain existing and new leases acquired after the Closing Date, and the Company was required to make certain other payments, each in amounts set forth in the Kern Agreement.
  
On July 18, 2017, the Company announced a new oil field discovery in its Sunset Boulevard prospect in Kern County, California upon successfully drilling the Cattani-Rennie 47X-15 exploration well (“ CR 47X ”). The CR 47X was drilled to a depth of approximately 8,500 feet and confirmed at least two commercially successful pay zones.
 
In February 2018, the Company transferred its working interest in the Kern County prospect for additional interests in Oklahoma, as more particularly discussed below, but retained an overriding royalty interest in the project. Horizon Energy’s interests in Kern County were not affected by the transaction.
 
Kay County
 
On February 14, 2018, the Company entered into a Purchase and Exchange Agreement with Red Fork, pursuant to which (i) the Company agreed to convey to Mountain View Resources, LLC, an affiliate of Red Fork, 100% of its 13.7% working interest in and to the project in Kern County, California, and (ii) Red Fork agreed to convey to the Company 64.7% of its 85% working interest in and to an AMI situated in Kay County, Oklahoma (the “ Red Fork   Exchange ”). The fair value of the assets acquired was $108,333 as of the date of the Agreement. Following the Red Fork Exchange, the Company and Red Fork each retained a 2% overriding royalty interest in the projects that they respectively conveyed.
 
 
The acquisition of the additional concessions in Kay County, Oklahoma added additional prospect locations adjacent to the Company’s 87,754-acre concession in Osage County, Oklahoma. The similarity of the prospects in Kay and Kern County allows for the leverage of assets, infrastructure and technical expertise.
 
Osage County
 
On May 30, 2014, the Company entered into a Subscription Agreement, pursuant to which the Company purchased a 50% interest in Bandolier. Bandolier’s oil and gas assets are located in in Osage County, Oklahoma and comprise a significant contiguous oil and gas acreage position in Northeastern Oklahoma, approximately 87,754 acres, with substantial original oil in place, stacked reservoirs, as well as exploratory and development opportunities that can be accessed through both horizontal and vertical drilling. Significant infrastructure is already in place, including 32 square miles of 3-D seismic, 3 phase power, a dedicated sub-station as well as multiple oil producing horizontal wells.
 
On May 22, 2018, the Company announced the discovery of a new oil field, the N. Blackland Field, in its concession in Osage County, Oklahoma upon successfully testing of the 2-34 exploration well (the “ 2-34 ”). The 2-34 was drilled to a depth of approximately 2,850 feet, and initial results indicate both Mississippian Chat and Burges formations were discovered and have been comingled to increase production rates. The N. Blackland Field is approximately 200 acres, and the Company expects to drill an additional eight to ten wells to develop the structure. This structure was identified using 3-D seismic technology. This development project is anticipated to result in production revenue prior to the end of the current fiscal year.
 
In May 2017, Bandolier discovered a new oil fields with the successful drilling of the W. Blackland 1-3 and S. Blackland 2-11 exploration wells. On December 15, 2017, the Company received permits from the Bureau of Indian Affairs to drill eight additional wells in the W. Blackland Field, which were successfully completed in April 2018. The Company has received additional permits, and is currently in the process of drilling an additional two wells. Our W. Blackland concessions are currently producing, and, with the drilling of additional wells, we anticipate substantially increasing revenue throughout the remainder of the current fiscal year.
 
In addition to our current development plans, within our current 3-D seismic data, additional structures in Osage County have been identified. The Company plans to drill 13 additional wells in calendar year 2018: nine in the N. Blackland Field, three in the Arsaga structure and one in the Section 13 structure. The Company anticipates drilling these wells out of cash flows from current production of its existing wells.
 
The Osage County drilling program is the result of a Joint Exploration and Development Agreement (the “ Exploration Agreement ”), dated August 19, 2016, between Spyglass, Phoenix 2016, LLC (“ Phoenix ”) and Mackey Consulting & Leasing, LLC (“ Mackey ”). Pursuant to the Exploration Agreement, Phoenix and Mackey operate and provide certain services, including obtaining permits and providing technical services, at cost, in connection with a Phase I Development Program as agreed to by the parties (the “ Phase I Program ”). Phoenix and Mackey will earn a 25% working interest on all wells drilled in the Phase I Program. Following success and completion of the Phase I Program, Phoenix and Mackey shall earn a 25% working interest in the Osage County, Oklahoma Concession held by Spyglass. Under the Exploration Agreement, Bandolier has agreed commit up to $2.1 million towards costs of the Phase I Program, which has been completed.
 
In connection with each of the $2.0 million and $2.5 million secured note financings consummated on June 13, 2017 and November 6, 2017, respectively, the Company issued an overriding royalty interest equal to 2% in all production from the Company’s interest in the Company’s concessions located in Osage County, Oklahoma.
 
As a result of the above transactions, the Company currently has approximately $12.8 million in oil and gas assets in Osage County.
 
 
Horizon Energy
 
Horizon Acquisition . On May 3, 2016 (the “ Closing Date ”), the Company consummated the acquisition of Horizon Investments. As a result of the acquisition, the Company acquired: (i) a 20% membership interest in Horizon Energy; (ii) three promissory notes issued by the Company to Horizon Investments in the aggregate principal amount of $1.6 million (the “ Horizon Notes ”); (iii) approximately $690,000 (the “ Closing Proceeds ”); and (iv) certain bank, investment and other accounts maintained by Horizon Investments , in an amount which, together with the principal amount of the Horizon Note and the Closing Proceeds, totaled not less than $5.0 million (collectively, the “ Purchased Assets ”) (the “ Horizon Acquisition ”). The Horizon Acquisition was completed in accordance with the terms and conditions set forth in the Conditional Purchase Agreement first entered into by the Company and Horizon Investments on December 1, 2015 (the “ Purchase Agreement ”). Also on the Closing Date, the Company and Horizon Investments entered into an amended and restated Purchase Agreement, pursuant to which the Company agreed to provide for additional advances by Horizon Investments to the Company.
 
As consideration for the Horizon Acquisition, and in accordance with the Purchase Agreement, as amended, the Company issued 11,564,249 shares of its Common Stock to Horizon Investments on the Closing Date, which amount included 1,395,916 additional shares of Common Stock in consideration for the additional cash, receivables and other assets reflected on Horizon Investment’s balance sheet on the Closing Date.
 
On February 2, 2018, Horizon Investments received from Horizon Energy a capital call in the amount of $600,227. Horizon Investments did not have the required funds to fund the capital call. The capital call was not mandatory and the consequence of Horizon Investments’ failure to fund the capital call was a dilution in Horizon Investments’ interest in Horizon Energy by 27.43%, therefore reducing Horizon Investments’ interest in Horizon Energy from 20.01% to 14.52%. Scot Cohen, a member of the Company’s Board of Directors, a substantial stockholder, and a member of Horizon Energy, participated with other Horizon Energy members to make the requested capital call in light of Horizon Investment’s inability to make the requested capital call. The determination not to make the requested capital call, and therefore allow Mr. Cohen to increase his membership interest in Horizon Energy, was discussed and approved by the independent members of the Company’s Board of Directors.
 
Horizon Energy is an oil and gas exploration and development company owned and managed by former senior oil and gas executives with access to a broad network of industry insiders. It has a portfolio of domestic and international assets, including two assets located in the United Kingdom, adjacent to the giant Wytch Farm oil field, the largest onshore oil field in Western Europe.  Each of the assets in the Horizon Energy portfolio is characterized by low initial capital expenditure requirements and strong risk reward characteristics.
 
 
Operational and Project Review
 
The following table summarizes the costs incurred in oil and gas property acquisition, exploration, and development activities for the Company for the years ended April 30, 2018 and 2017:
 
Cost
 
Oklahoma
 
 
Larne Basin
 
 
Other (1)
 
 
  Total
 
Balance, May 1, 2016
  $ 778,226  
    -  
    100,000  
    878,226  
Additions
    487,857  
    761,444  
    -  
    1,249,301  
Depreciation, depletion and amortization
    (12,949 )
    -  
    -  
    (12,949 )
Impairment of oil and gas assets 
    (20,942 )
    -  
    -  
    (20,942 )
Balance, April 30, 2017
  $ 1,232,192  
  $ 761,444  
  $ 100,000  
  $ 2,093,636  
Additions
    3,665,851  
       
    -  
    3,665,851  
Depreciation, depletion and amortization
    (146,141 )
    -  
    -  
    (146,141 )
Impairment of oil and gas assets 
    (972,488 )
    (761,444 )
    -  
    (1,733,932 )
Balance, April 30, 2018
  $ 3,779,414
  $ -  
  $ 100,000  
  $ 3,879,414
 
(1)
Other property consists primarily of four, used steam generators and related equipment that will be assigned to future projects. As of April 30, 2018 and 2017, management concluded that impairment was not necessary as all other assets were carried at salvage value.
 
For the year ended April 30, 2018, the Company performed a ceiling test and recognized an impairment charge of $972,488 on the Oklahoma assets.   In addition, the Company recognized an impairment charge of $761,444 on the Larne Basin assets. For the year ended April 30, 2017, the Company performed a ceiling test and recognized impairment charges of $20,942 on the Oklahoma assets.
 
Oil Wells, Properties, Operations, and Acreage
 
The following table sets forth the number of oil wells in which we held a working interest as of April 30, 2018 and 2017:
 
 
 
Producing
 
 
Non-Producing
 
 
 
April 30, 2018
 
 
April 30, 2017
 
 
April 30, 2018
 
 
April 30, 2017
 
 
 
Gross
 
 
Net
 
 
Gross
 
 
Net
 
 
Gross
 
 
Net
 
 
Gross
 
 
Net
 
 
 
 
      
      
 
 
 
 
 
 
      
      
 
 
 
Osage County, OK
    12  
    12  
    2  
    2  
    42  
    42  
    41  
    41  
Kay County, OK
    -  
    -  
    -  
    -  
    -  
    -  
    -
  -
Total
    12  
    12  
    2  
    2  
    42  
    42  
    41  
    41  
 
 
The following table sets forth the lease areas we have an interest in, by area, as of April 30, 2018 and 2017:
 
Project Areas
 
April 30, 2018
 
 
April 30, 2017
 
 
 
Gross
 
 
Net
 
 
Gross
 
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Larne Basin (2)
    -  
    -  
    130,000  
    26,000  
Kern County
    -  
    -  
    16,000  
    2,200  
Osage County, OK (2)
    87,754  
    65,816  
    106,880  
    80,160  
Kay County, OK
    -  
    -  
    -  
    -  
Total
    87,754  
    65,816  
    252,880  
    108,360  
 
(1)
We   have no plans for any further material expenditure on these properties as a result of the legal acquirer’s prior drilling results and a lack of resources.
(2)
Management concluded that as of April 30, 2018, the Oklahoma assets were impaired by $972,488 and the Larne Basin assets were impaired by $761,444.
 
Oil and Natural Gas Reserves
 
Oil and natural gas information is provided in accordance with ASC Topic 932 - “ Extractive Activities - Oil and Gas.
 
The Company has approximately $9.9 million and $4.7 million in proven and probable oil and gas reserves as of April 30, 2018 and 2017, respectively. For the year ended April 30, 2018 the reports by Cawley, Gillespie & Associates (“ CGA ”) covered 100% of the Company’s oil reserves.
 
Proved oil and natural gas reserves, as defined within SEC Rule 4-10(a)(22) of Regulation S-X, are those quantities of oil and gas, which, by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs, and under existing economic conditions, operating methods and government regulations prior to the time of which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether determinable or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Developed oil and natural gas reserves are reserves that can be expected to be recovered from existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and through installed extraction equipment and infrastructure operational at the time of the reserves estimate is the extraction is by means not involving a well. Estimates of the Company’s oil reserves are subject to uncertainty and will change as additional information regarding producing fields and technology becomes available and as future economic and operating conditions change.
 
Our undeveloped acreage includes leased acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas, regardless of whether or not such acreage is held by production or contains proved reserves. A gross acre is an acre in which we own an interest. A net acre is deemed to exist when the sum of fractional ownership interests in gross acres equals one. The number of net acres is the sum of the fractional interests owned in gross acres.
  
 
Net Production, Unit Prices and Costs
 
The following table presents certain information with respect to our oil and natural gas production and prices and costs attributable to all oil and natural gas properties owned by us for the periods shown.
 
 
 
  For the Years Ended
April 30,
 
 
 
  2018
 
 
2017
 
Production volumes:
 
 
 
 
 
 
Oil (Bbls)
    12,054  
    379  
Natural gas (Mcf)
    5,893  
    4,512  
Total (Boe)
    13,036  
    1,131  
Average realized prices:
       
       
Oil (per Bbl)
  $ 59.16  
  $ 50.57  
Natural gas (per Mcf)
  $ 1.75  
  $ 1.64  
Total per Boe
  $ 55.49  
  $ 23.52  
Average production cost:
      
 
Total per Boe
  $ 1.41
  $ 3.44  
 
Drilling and Other Exploratory and Development Activities
 
Osage County, OK . The Company plans to drill 13 additional wells in 2018; nine in the N. Blackland Field, three in the Arsaga structure and one in the Section 13 structure. Each well will cost the Company approximately $200,000. The Company anticipates drilling these wells out of cash flows from current production of its existing wells.
 
The Company’s Direct Working Interest Projects
 
Pearsonia West – Osage County, Oklahoma . The Company is pursuing its core strategy in this well-known basin, drilling vertical wells in relatively shallow conventional legacy reservoirs using modern 3-D seismic surveys. The Company has acquired approximately 87,754 acres in Osage County in an area that was the focus of a deeper horizontal play and is reprocessing 36 square miles of 3-D seismic data to refocus on a shallow (3,000 to 4,000 ft.) vertical program. The Company is targeting the Mississippian-aged Chat formation and Pennsylvanian-aged formations. Pearsonia West is a low-cost conventional project surrounded by 800 million barrels of historical production. The Company plans to drill up to 10 vertical development wells this year at a cost of $200,000 per well, and up to 3 exploration wells at a cost of $200,000 per well. The Company has drilled eleven development wells as of July 27, 2018.
 
Kay County, Oklahoma - In February 2018 the Company, through an exchange transaction and no cash consideration, acquired a 55% interest in an exploration project in Kay County, Oklahoma, the county adjoining and just to the west Osage County, the Company’s current core area. The acquisition included rights to newly reprocessed 50 square mile 3D seismic survey. The primary exploration objectives are the Pennsylvanian-aged Red Fork channels. Historically these have been prolific producers in nearby fields. The Company plans to participate in leasing and the drilling of at least one shallow well (less than 3,500 feet) in calendar year 2018.   
 
Horizon Energy Projects
 
Denmark Offshore. The Denmark project is a prospective, underexplored oil basin on trend with the major oil and gas fields offshore in Norway and the United Kingdom. We are currently evaluating the four licenses awarded in the year ended April 30, 2017 to Ardent Oil Denmark (“ Ardent ”) (Horizon Energy owns 50% of Ardent). Horizon Energy is in the process of interpreting the high-quality 3-D seismic survey we acquired last year. Ardent will thereafter commence marketing efforts to farm-out the prospect to a major oil company. The other three licenses are being high-graded and are in various stages of evaluation. 
 
Dorset, U.K. Onshore . The Dorset project is south of and adjacent to the giant Wytch Farm oil field, the largest onshore oil field in Western Europe, which has produced approximately 500 million barrels of oil and 175 billion cubic feet of natural gas since production first began in 1979. Horizon Energy was recently awarded two onshore blocks. Seven wells were previously drilled within the license area, including the first UK offshore well in 1963 on Lulworth Banks. Six of these wells encountered oil or gas shows and three flowed oil or gas on test. A new 3-D seismic survey is planned in calendar year 2018 over new blocks to more clearly image prospects/leads identified on older 2-D data.
 
 
ITEM 3. LEGAL P R OCEEDINGS
 
(a) In January 2010, the Company experienced a flood in its Calgary office premises as a result of a broken water pipe. There was significant damage to the premises, rendering them unusable until the landlord had completed remediation. Pursuant to the lease contract, the Company asserted that rent should be abated during the remediation process and accordingly, the Company did not pay any rent after December 2009. During the remediation process, the Company engaged an independent environmental testing company to test for air quality and for the existence of other potentially hazardous conditions. The testing revealed the existence of potentially hazardous mold and the consultant provided specific written instructions for the effective remediation of the premises. During the remediation process, the landlord did not follow the consultant’s instructions and correct the potentially hazardous mold situation, and subsequently in June 2010 gave notice and declared the premises to be ready for occupancy. The Company re-engaged the consultant to re-test the premises and the testing results again revealed the presence of potentially hazardous mold. The Company determined that the premises were not fit for re-occupancy and considered the landlord to be in default of the lease. The Landlord subsequently terminated the lease.
 
On January 30, 2014, the landlord filed a Statement of Claim against the Company for rental arrears in the amount aggregating CAD $759,000 (approximately USD $591,300 as of April 30, 2018). The Company filed a defense and on October 20, 2014, it filed a summary judgment application stating that the landlord’s claim is barred, as it was commenced outside the 2-year statute of limitation period under the Alberta Limitations Act. The landlord subsequently filed a cross-application to amend its Statement of Claim to add a claim for loss of prospective rent in an amount of CAD $665,000 (approximately USD $518,100 as of April 30, 2018). The applications were heard on June 25, 2015  and the court allowed both the Company’s summary judgment application and the landlord’s amendment application. Both of these orders were appealed though two levels of the Alberta courts and the appeals were dismissed at both levels. The net effect is that the landlord's claim for loss of prospective rent is to proceed, however, as of July 27, 2018, no new developments or action has occurred since dismissal by the appellate court.
 
(b) In September 2013, the Company was notified by the Railroad Commission of Texas (the “ Railroad Commission ”) that the Company was not in compliance with regulations promulgated by the Railroad Commission. The Company was therefore deemed to have lost its corporate privileges within the State of Texas and as a result, all wells within the state would have to be plugged. The Railroad Commission therefore collected $25,000 from the Company, which was originally deposited with the Railroad Commission, to cover a portion of the estimated costs of $88,960 to plug the wells. In addition to the above, the Railroad Commission also reserved its right to separately seek any remedies against the Company resulting from its noncompliance.
 
(c) On August 11, 2014, Martha Donelson and John Friend amended their complaint in an existing lawsuit by filing a class action complaint styled:  Martha Donelson and John Friend, et al. v. United States of America, Department of the Interior, Bureau of Indian Affairs and Devon Energy Production, LP, et al.,  Case No. 14-CV-316-JHP-TLW, United States District Court for the Northern District of Oklahoma (the “ Proceeding ”). The plaintiffs added as defendants twenty-seven (27) specifically named operators, including Spyglass, as well as all Osage County lessees and operators who have obtained a concession agreement, lease or drilling permit approved by the Bureau of Indian Affairs (“ BIA ”) in Osage County allegedly in violation of National Environmental Policy Act (“ NEPA ”). Plaintiffs seek a declaratory judgment that the BIA improperly approved oil and gas leases, concession agreements and drilling permits prior to August 12, 2014, without satisfying the BIA’s obligations under federal regulations or NEPA, and seek a determination that such oil and gas leases, concession agreements and drilling permits are void  ab initio . Plaintiffs are seeking damages against the defendants for alleged nuisance, trespass, negligence and unjust enrichment. The potential consequences of such complaint could jeopardize the corresponding leases.
  
On October 7, 2014, Spyglass, along with other defendants, filed a Motion to Dismiss the August 11, 2014 Amended Complaint on various procedural and legal grounds. Following the significant briefing, the Court, on March 31, 2016, granted the Motion to Dismiss as to all defendants and entered a judgment in favor of the defendants against the plaintiffs. On April 14, 2016, Spyglass with the other defendants, filed a Motion seeking its attorneys’ fees and costs. The motion remains pending. On April 28, 2016, the Plaintiffs filed three motions: a Motion to Amend or Alter the Judgment; a Motion to Amend the Complaint; and a Motion to Vacate Order. On November 23, 2016, the Court denied all three of Plaintiffs’ motions. On December 6, 2016, the Plaintiffs filed a Notice of Appeal to the Tenth Circuit Court of Appeals. That appeal is pending as of the filing date of these financial statements . There is no specific timeline by which the Court of Appeals must render a ruling. Spyglass intends to continue to vigorously defend its interest in this matter. 
 
 
(d) MegaWest Energy Missouri Corp. (“ MegaWest Missouri ”), a wholly owned subsidiary of the Company, is involved in two cases related to oil leases in West Central, Missouri. The first case ( James Long and Jodeane Long v. MegaWest Energy Missouri and Petro River Oil Corp. , case number 13B4-CV00019)  is a case for unlawful detainer, pursuant to which the plaintiffs contend that MegaWest Missouri oil and gas lease has expired and MegaWest Missouri is unlawfully possessing the plaintiffs’ real property by asserting that the leases remain in effect. The case was originally filed in Vernon County, Missouri on September 20, 2013. MegaWest Missouri filed an Answer and Counterclaims on November 26, 2013 and the plaintiffs filed a motion to dismiss the counterclaims. MegaWest Missouri filed a motion for Change of Judge and Change of Venue and the case was transferred to Barton County. The court granted the motion to dismiss the counterclaims on February 3, 2014.  As to the other allegations in the complaint, the matter is still pending.
 
The Company is from time to time involved in legal proceedings in the ordinary course of business. It does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on its financial condition or results of operations. 
 
ITEM 4. MINE S A FETY DISCLOSURES
 
Not applicable.
 
 
P A RT II
 
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common shares trade in the United States on the OTC Pink Marketplace under the symbol “PTRC.”
 
The following table sets forth the quarterly average high and low bid prices per share for our Common Stock for the two most recently completed fiscal years in the period that ended on April 30, 2018.
 
Fiscal Year Ended
 
  Common Stock  
 
 
 
High
 
 
  Low
 
April 30, 2018
 
 
 
 
 
 
First Quarter
  $ 3.05  
  $ 0.84  
Second Quarter
  $ 2.30  
  $ 1.58  
Third Quarter
  $ 1.92  
  $ 1.23  
Fourth Quarter
  $ 1.73  
  $ 0.57  
 
       
       
April 30, 2017
       
       
First Quarter
  $ 3.48  
  $ 1.15  
Second Quarter
  $ 2.49  
  $ 1.30  
Third Quarter
  $ 1.15  
  $ 0.45  
Fourth Quarter
  $ 1.17  
  $ 0.74  
 
Holders
 
As of July 25, 2018, we had 93 holders of record of our registered Common Stock, and our Common Stock had a closing bid price of $1.61 per share.
 
Dividends and Related Policy
 
We presently intend to retain all earnings, if any, for use in our business operations and accordingly, the Board of Directors (the “ Board ”) does not anticipate declaring any cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of the Board and will be contingent upon our financial condition, results of operations, current and anticipated cash needs, restrictions contained in current or future financing instruments, plans for expansion and such other factors as the Board deems relevant. We have never paid any cash dividends on our Common Stock.
 
Transfer Agent and Registrar
 
Our transfer agent is Computershare, Inc., located at 462 South 4th Street, 11th Floor, Louisville, KY 40202. Their telephone number is (502) 625-0400.
 
Recent Sales of Unregistered Securities
 
None.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
 
None.
 
 
ITEM 6. SELECTED FI N ANCIAL DATA
 
Not applicable.
 
ITEM 7. MANAGEM E NT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
Forward Looking Statements
 
The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management and should be read in conjunction with the accompanying financial statements and their related notes included in this Report. References in this section to “we,” “us,” “our,” or the “Company” are to the consolidated business of Petro River Oil Corp. and its wholly owned and majority owned subsidiaries.
 
This Report contains forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expects,” “intends,” “estimates,” “continues,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
 
Business Overview
 
Petro River Oil Corp. (the “ Company ”) is an independent energy company focused on the exploration and development of conventional oil and gas assets with low discovery and development costs, utilizing modern technology. The Company is currently focused on moving forward with drilling wells on several of its properties owned directly and indirectly through its interest in Horizon Energy Partners, LLC (“ Horizon Energy ”), as well as entering highly prospective plays with Horizon Energy and other industry-leading partners. Diversification over a number of projects, each with low initial capital expenditures and strong risk reward characteristics, reduces risk and provides cross-functional exposure to a number of attractive risk adjusted opportunities.
 
The Company’s core holdings are in the Mid-Continent Region in Oklahoma, including in Osage County and Kay County, Oklahoma. Following the acquisition of Horizon I Investments, LLC (“ Horizon Investments ”), the Company has additional exposure to a portfolio of domestic and international oil and gas assets consisting of highly prospective conventional plays diversified across project type, geographic location and risk profile, as well as access to a broad network of industry leaders from Horizon Investment’s interest in Horizon Energy. Horizon Energy is an oil and gas exploration and development company owned and managed by former senior oil and gas executives. It has a portfolio of domestic and international assets. Each of the assets in the Horizon Energy portfolio is characterized by low initial capital expenditure requirements and strong risk reward characteristics.
 
The Company’s prospects in Oklahoma are owned directly by the Company and indirectly through Spyglass Energy Group, LLC (“ Spyglass ”), a wholly owned subsidiary of Bandolier Energy, LLC (“ Bandolier ”). As a result of the Exchange Transaction consummated on January 31, 2018, as discussed below, Bandolier is wholly-owned by the Company. Bandolier has a 75% working interest in the 106,500-acre concession in Osage County, Oklahoma. The remaining 25% working interest is held by the operator, Performance Energy, LLC.
 
 
 
The execution of our business plan is dependent on obtaining necessary working capital. While no assurances can be given, in the event management is able to obtain additional working capital, we plan to continue drilling additional wells on our existing concessions, and to acquire additional high-quality oil and gas properties, primarily proved producing, and proved undeveloped reserves. We also intend to explore low-risk development drilling and work-over opportunities. Management is also exploring farm-in and joint venture opportunities for our oil and gas assets.
 
Recent Developments
 
Recent Oil Discoveries .
 
On July 24, 2018, the Company announced the discovery of its largest oil field to date with the Company’s successful drilling of the Arsaga 25-2 exploration well, located on its concession in Osage County, Oklahoma. The well was spud on July 9, 2018, and was drilled to a depth of approximately 2,750 feet. Preliminary results indicate 30 feet of productive Mississippian Chat formation. The Arsaga Field spans approximately 2,000 acres, with up to 100 well locations.
 
On May 22, 2018, the Company announced the discovery of a new oil field, the N. Blackland Field, in its concession in Osage County, Oklahoma upon successfully testing of the 2-34 exploration well (the “ 2-34 ”). The 2-34 was drilled to a depth of approximately 2,850 feet, and initial results indicate both Mississippian Chat and Burges formations were discovered and have been comingled to increase production rates. The N. Blackland Field is approximately 200 acres, and the Company expects to drill an additional eight to ten wells to develop the structure. This structure was identified using 3-D seismic technology. This development project is anticipated to result in production revenue prior to the end of the current fiscal year.
 
In May 2017, Bandolier discovered a new oil fields with the successful drilling of the W. Blackland 1-3 and S. Blackland 2-11 exploration wells. On December 15, 2017, the Company received permits from the Bureau of Indian Affairs to drill eight additional wells in the W. Blackland Field, which were successfully completed in April 2018. The Company has received additional permits, and is currently in the process of drilling an additional two wells. Our W. Blackland concessions are currently producing, and, with the drilling of additional wells, we anticipate substantially increasing revenue throughout the remainder of the current fiscal year.
 
In addition to our current development plans, within our current 3-D seismic data, additional structures in Osage County have been identified. The Company plans to drill 13 additional wells in calendar year 2018: nine in the N. Blackland Field, three in the Arsaga structure and one in the Section 13 structure. The Company anticipates drilling these wells out of cash flows from the current production of its existing well operations.
 
Working Interest Exchange.
 
On February 14, 2018, the Company entered into a Purchase and Exchange Agreement with Red Fork Resources (“ Red Fork ”), pursuant to which (i) the Company agreed to convey to Mountain View Resources, LLC, an affiliate of Red Fork, 100% of its 13.7% working interest in and to an area of mutual interest (“ AMI ”) in the Mountain View Project in Kern County, California, and (ii) Red Fork agreed to convey to the Company 64.7% of its 85% working interest in and to an AMI situated in Kay County, Oklahoma (the “ Red Fork   Exchange ”). The fair value of the assets acquired was $108,333 as of the date of the agreement. Following the Red Fork Exchange, the Company and Red Fork each retained a 2% overriding royalty interest in the projects that they respectively conveyed. Under the terms of the Agreement, all revenues and costs, expenses, obligations and liabilities earned or incurred prior to January 1, 2018 (the “ Effective Date ”) shall be borne by the original owners of such working interests, and all of such costs, expenses, obligations and liabilities that occur subsequent to the Effective Date shall be borne by the new owners of such working interests.
 
The acquisition of the additional concessions in Kay County, Oklahoma added additional prospect locations adjacent to the Company’s 87,754-acre concession in Osage County, Oklahoma. The similarity of the prospects in Kay and Kern County allows for the leverage of assets, infrastructure and technical expertise.
 
 
MegaWest Exchange Transaction.
 
On January 31, 2018, the Company entered into an Assignment and Assumption of Membership Interest with MegaWest Energy Kansas Corp. (“ MegaWest ”) (the “ Assignment Agreement ”), whereby the Company transferred its interest in MegaWest in exchange for a 50% membership interest in Bandolier Energy LLC (“ Bandolier ”) (the  “Bandolier Interest” ) then held by MegaWest (the “ Exchange Transaction ”), as a result of the Bandolier Acquisition, as defined below. The Exchange Transaction followed the receipt by the Company of a notice of Redetermination, as defined below, of MegaWest’s assets, including MegaWest’s interest in the Bandolier Interests (together, “ MegaWest Assets ”), conducted by Fortis Property Group, LLC, a Delaware limited liability company (“ Fortis ”) .
 
The Redetermination was conducted pursuant to the Contribution Agreement, pursuant to which the Board of MegaWest was entitled to engage a qualified appraiser to determine the value of the MegaWest Assets and Bandolier Interests, and upon the completion thereof (a “ Redetermination ”), in the event the MegaWest Assets were determined to be less than $40.0 million, then a Shortfall, as defined in the Contribution Agreement, exists. As a result, the Company would be required to make cash contributions to MegaWest in an amount equal to the amount of the Shortfall (the “ Shortfall Capital Contribution ”). The Contribution Agreement further provided that, in the event that the Company was unable to deliver to MegaWest the Shortfall Capital Contribution required after the Redetermination, if any, MegaWest would have the right to exercise certain remedies, including a right to foreclose on the Company’s entire interest in MegaWest. In the event of foreclosure, the Bandolier Interest would revert back to the Company.  
 
In lieu of engaging a qualified appraiser to quantify the Shortfall Capital Contribution, and in lieu of requiring MegaWest to exercise its remedies under the terms of the Contribution Agreement, the Company and MegaWest entered into the Exchange Transaction. As a result, the Company has no further rights or interest in MegaWest, and MegaWest has no further rights or interest in any assets associated with the Bandolier Interests. Pursuant to the Contribution Agreement and Assignment Agreement, the Company continues to be responsible for a reimbursement payment to MegaWest in the amount of $259,313, together with interest accrued thereon at an annual rate 10%, which will be due and payable one year after the date of the Assignment Agreement and has been included as a payable since January 31, 2018. As a result of the Redetermination, the Company recorded a loss on redetermination of $11,914,204 reflecting the write-off of the related assets, liabilities and non-controlling interests of Fortis.
 
At the time the parties entered into the Contribution Agreement, management anticipated that the market price for crude oil would return to prices reached prior to 2015, and that additional wells would be drilled, resulting in greater revenue from the Bandolier Interests. Subsequent to the execution of the Contribution Agreement, only two wells had been drilled as of January 2018. That fact, together with the relatively low price of crude oil and the anticipated delays in drilling additional wells to demonstrate the value of the Bandolier Interests, contributed to Fortis’ election to terminate the Contribution Agreement at the end of its term, as amended. Had the market price of oil supported the value of developing the Bandolier oil and gas properties at that time, under the terms of the Contribution Agreement, Fortis would have been required to fund the planned drilling program.
 
 
Recent Financings.
 
On September 20, 2017, the Company entered into a Securities Purchase Agreement with Petro Exploration Funding II, LLC (“ Funding Corp . II ”), pursuant to which the Company issued to Funding Corp. II a senior secured promissory note on November 6, 2017 in the principal amount of $2.5 million (the “ November 2017 Secured Note ”) (the “ November 2017 Note Financing ”) and received total proceeds of $2.5 million. As additional consideration for the purchase of the November 2017 Secured Note, the Company issued to Funding Corp. II (i) a warrant to purchase 1.25 million shares of the Company’s common stock, and (ii) an overriding royalty interest equal to 2% in all production from the Company’s interest in the Company’s concessions located in Osage County, Oklahoma currently held by Spyglass (the “ Existing   Osage County Override ”). The Existing Osage County Override was an existing override that was acquired by the Company from Scot Cohen. The note accrues interest at a rate of 10% per annum and matures on June 30, 2020. 
 
Scott Cohen , a member of the Company’s Board of Directors and a substantial stockholder of the Company, owns or controls 31.25% of Funding Corp. I and 41.20% of Funding Corp. II.
 
On June 13, 2017, the Company entered into a Securities Purchase Agreement with Petro Exploration Funding, LLC (“ Funding Corp . I ”), pursuant to which the Company issued to Funding Corp. I a senior secured promissory note to finance the Company’s working capital requirements (the “ June Note Financing ”), in the principal amount of $2.0 million. As additional consideration for the June Note Financing, the Company issued to Funding Corp. I (i) a warrant to purchase 840,336 shares of the Company’s common stock, and (ii) an overriding royalty interest equal to 2% in all production from the Company’s interest in the Company’s concessions located in Osage County, Oklahoma, currently held by Spyglass, pursuant to an Assignment of Overriding Royalty Interests. The note accrues interest at a rate of 10% per annum and matures on June 30, 2020. 
 
Scot Cohen owns or controls 31.25% of Funding Corp. I.
 
On June 18, 2018, Bandolier Energy, LLC, a wholly owned subsidiary of the Company entered into a Loan Agreement with Scot Cohen, the Executive Chairman of the Company (the “ Cohen Loan Agreement” ), pursuant to which Scot Cohen loaned the Company $300,000 at a 10% annual interest rate due September 30, 2018. The Cohen Loan Agreement was to provide the Company with short term financing in connection with the Company's drilling program in Osage County, Oklahoma.  
 
Acquisition of Membership Interest in the Osage County Concession .
 
On November 6, 2017, the Company entered into an Assignment and Assumption of Membership Interest Agreement (the “ Membership Interest Assignment ”) with Pearsonia West Investments, LLC (“ Pearsonia ”). Pursuant to the Membership Interest Assignment, the Company issued 1,466,667 shares of its common stock, with a fair value of $1.75 per share, to Pearsonia in exchange for all the membership interests in Bandolier held by Pearsonia. As result of this transaction, the Company wrote-off the non-controlling interest in Bandolier totaling $785,298 and recorded a loss of $3,351,965.
 
Financial Condition and Results of Operations
 
For the Years Ended April 30, 2018 and 2017:
 
Oil and Natural Gas Sales
 
During the year ended April 30, 2018, the Company recognized $723,409 in oil and gas sales compared to $26,603 for the year ended April 30, 2017. The overall increase in sales of $696,806 is primarily due to the commencement of production in  Osage County, Oklahoma. The Company anticipates increasing revenue in subsequent quarters as a result of the Company’s discoveries in Osage County, Oklahoma and drilling program for calendar year 2018. Management anticipates deriving substantial revenue from existing oil and gas assets and following the completion of its calendar year 2018 drilling program.
 
Lease Operating Expenses
 
During the year ended April 30, 2018, lease operating expense was $127,814 as compared to lease operating expenses of $48,578 for the year ended April 30, 2017. The overall increase in lease operating expense of $79,236 was primarily attributable to increased activity in the Company’s drilling activity in Osage County, Oklahoma.
 
 
Gain on Sale of Oil and Gas Assets
 
During the year ended April 30, 2017, the Company  assigned its leaseholds covering approximately 320 acres in Missouri to third party in furtherance of the Company’s corporate strategy to divest its legacy assets. In conjunction with the assignment, the Company recorded a gain of $216,580.
 
Impairment of Oil and Gas Assets
 
The Company assesses all items classified as unproved property on an annual basis for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: land relinquishment; intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. Significant changes in these factors could reduce our estimates of future net proceeds, and accordingly could result in an impairment of our oil and gas assets. During the year ended April 30, 2018, the Company reviewed the oil and gas assets for impairment and recognized an impairment charge of $1,733,932 on the Oklahoma and Larne Basin properties. During the year ended April 30, 2017, the Company reviewed the oil and gas assets for impairment and recognized an impairment charge of $20,942 on the Oklahoma properties.
 
General and Administrative Expense
 
General and administrative expense for the year ended April 30, 2018 was $3,644,751, as compared to $4,107,795 for the year ended April 30, 2017.   The decrease was primarily attributable to decreases in salaries and benefits, and office and administrative expenses. These changes are outlined below:
 
 
 
For the Year
Ended
 
 
For the Year
Ended 
 
 
 
April 30, 2018
 
 
April 30, 2017
 
Salaries and benefits
  $ 1,109,190  
  $ 2,446,391  
Professional fees
  1,980,152
    1,092,644  
Office and administrative
    555,409  
    568,760  
Total
  $ 3,644,751
  $ 4,107,795  
 
Salaries and benefits include non-cash stock-based compensation of $906,591 for year ended April 30, 2018, compared to $2,178,716 for the year ended April 30, 2017. The decrease in stock-based compensation of $1,272,125 from the prior year was due to fewer awards made during the current period. Other than stock-based compensation, general and administrative expenses decreased  due to management’s commitment to substantially reduce expenses in light of the challenging oil price environment. These decreases were offset by an increase in professional fees due to the completion of wells and related production during the year.
 
 
 
Interest Income (Expense)
 
During the year ended April 30, 2018, the Company recognized interest expense of $65,569, compared to interest income of $628,956 for the year ended April 30, 2017. The income recorded in the 2018 and 2017 years was attributable to $597,053 of interest income accrued on the related party notes receivable, which was offset by $363,977 and $294,613, the accretion of the debt discount and interest expense related to the June 2017 $2.0 million and November 2017 $2.5 million Secured Note Financings, as more thoroughly discussed below.
 
Loss on Assumption of Pearsonia Interests
 
On November 6, 2017, the Company entered into the Membership Interest Assignment with Pearsonia, the owner of a 46.81% membership interest in Bandolier. Pursuant to the Membership Interest Assignment, the Company issued 1,466,667 shares of its Common Stock to Pearsonia in exchange for all membership interests in Bandolier held by Pearsonia, resulting in the Company acquiring an additional 46.81% stake in Bandolier’s 106,500-acre concession in Osage County, Oklahoma. Upon completing this transaction, the Company recorded a loss on the assumption of Pearsonia’s interest of $3,351,965.
 
Loss on Redetermination
 
On January 31, 2018, the Company entered into the Assignment Agreement with MegaWest, whereby the Company transferred its MegaWest Shares in exchange for MegaWest’s membership interests in Bandolier (the “ Exchange Transaction ”). The Exchange Transaction followed the receipt by the Company of a notice of Redetermination of MegaWest’s assets conducted by Fortis. Upon execution of the agreement, the Company wrote-off the MegaWest assets and recorded a loss of $11,914,204.
 
Liquidity and Capital Resources
  
At April 30, 2018,  the Company had working capital deficit of $1,523,990, of which $47,330, and $308,099 was attributable to ending cash balances and oil and gas accounts receivable, respectively. These amounts are offset by current liabilities of $908,343, $298,581, $259,313 and $413,794, which were attributable to accounts payable and accrued expense, the redetermination liability, accrued interest on notes payable and asset retirement obligations, respectively .
  
As a result of the utilization of cash in its operating activities, and the development of its assets, the Company has incurred losses since it commenced operations. In addition, the Company has a limited operating history. At April 30, 2018, the Company had cash and cash equivalents of approximately $47,330. The Company’s primary source of operating funds since inception has been equity and note financings, as well as through the consummation of the Horizon Acquisition.
 
On June 13, 2017, the Company consummated the June 2017 Note Financing, pursuant to which the Company entered into a Purchase Agreement with Funding Corp. I which resulted in the issuance to Funding Corp. I of a Secured Note to finance the Company’s short-term working capital requirements, in the principal amount of $2.0 million. On November 6, 2017, the Company consummated the November 2017 Note Financing, pursuant to which the Company entered into a Purchase Agreement with Funding Corp. II, resulting in the issuance to Funding Corp. II, of a Secured Promissory Note to finance the Company’s short-term working capital requirements, in the principal amount of $2.5 million.
 
Subsequent to the year end, on June 18, 2018, the Company entered into the Cohen Loan Agreement with Scot Cohen, pursuant to which Mr. Cohen loaned the Company $300,000 at a 10% annual interest rate due September 30, 2018.
 
The current level of working capital may be insufficient to maintain current operations as well as the planned added operations for the next 12 months. Management therefore intends to raise capital through debt and equity instruments in order to execute its business and operating plans. Management can provide no assurances that the Company will be successful in its capital raising efforts. In order to conserve capital, from time to time, management may defer certain development activity.
 
 
Operating Activities
 
During the year ended April 30, 2018, operating activities used cash of $346,354, compared to $2,219,980 used in operating activities during the year ended April 30, 2017. The Company incurred a net loss during the year ended April 30, 2018 of $20,439,104 compared to a loss of $2,583,339 for the year ended April 30, 2017 . For the year ended April 30, 2018, the net loss was offset by non-cash items such as stock-based compensation, depreciation, depletion and accretion of asset retirement obligation, impairment of oil and gas assets, the net change of assets and liabilities on redetermination, the loss on assumption of Pearsonia interests and the deferred tax liability. Cash used by operations was also influenced by changes in accounts receivable, accrued interest on notes receivable, prepaid expenses and accounts payable and accrued expenses. For the year ended April 30, 2017, the net loss was offset by non-cash items such as stock-based compensation, depreciation, depletion and amortization, accretion of asset retirement obligation, impairment of oil and gas assets, and the deferred tax liability. Cash used in operations was also influenced by changes in accounts receivable, prepaid expenses and accounts payable and accrued expenses.
 
Investing Activities
 
Investing activities during the year ended April 30, 2018 resulted in cash used of $4,487,548, compared to cash provided of $1,900,461 during the year ended April 30, 2017. During the year ended April 30, 2018, the Company invested an additional $379,418 in Horizon Energy, compared to $525,000 in the comparable period in 2017. The proceeds of sale of interest in real estate rights prior to the MegaWest Transaction were $1,553,884 for the year ended April 30, 2018, compared to $6,900,228 during the year ended April 30, 2017. As a part of the former arrangement with Fortis, the majority of the proceeds were then loaned to Fortis in the form of notes receivable agreements with Fortis for $6,938,382 during the year ended April 30, 2017. Due to the MegaWest Transaction, the Company no longer had any interest in real estate rights as of April 30, 2018, and the Company recorded a loss on redetermination of $11,914,204, reflecting the write-off of the related assets, liabilities and non-controlling interests of Fortis during the period.
 
During the year ended April 30, 2018, the Company incurred $3,536,935 of expenditures related to the development of its oil and gas assets, compared to $487,857 of expenditures for the year ended April 30, 2017. Additionally, during the year ended April 30, 2018, the Company executed notes receivable agreements with related parties resulting in an outlay of $1,558,501, compared to $6,938,382 during the year ended April 30, 2017.
 
Financing Activities
 
Financing activities during the year ended April 30, 2018 resulted in cash provided of $ 4,250,000 , compared to $ 176,000 during the year ended April 30, 2017. The cash provided during the year ended April 30, 2018 was related to the issuance of  $4.5 million in notes payable, which were offset by cash paid for debt inducement of $250,000. The cash provided during the year ended April 30, 2017 was related to a contribution received from the Company’s non-controlling interest partners in Bandolier from a mandatory capital request .
 
Capitalization
 
The number of outstanding shares and the number of shares that could be issued if all common stock equivalents are converted to shares is as follows: 
 
As of
 
April 30,
2018  
 
 
April 30,
2017  
 
Common shares
    17,309,733  
    15,827,921  
Stock options
    2,555,385  
    2,599,682  
Stock purchase warrants
    2,223,669  
    133,333  
 
    22,088,787  
    18,560,936  
   
Critical Accounting Policies and Estimates
 
The Company’s significant accounting policies are described in Note 3 to the annual consolidated financial statements for the year ended April 30, 2018 and 2017. The consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States (“ U.S. GAAP ”).
 
 
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities as of the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates and assumptions include the valuation of accounts receivable, and the useful lives and impairment of property and equipment, goodwill and intangible assets, the valuation of deferred tax assets and inventories and the provision for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Because the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. 
 
The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:
 
Oil and Gas Operations
 
The Company follows the full cost method of accounting for oil and gas operations, whereby all costs related to exploration and development of oil and gas reserves are capitalized. Under this method, the Company capitalizes all acquisition, exploration and development costs incurred for the purpose of finding oil and natural gas reserves, including salaries, benefits and other internal costs directly attributable to these activities. Costs associated with production and general corporate activities, however, are expensed in the period incurred. Costs are capitalized on a country-by-country basis. To date, there has only been one cost center, the United States.
 
The present value of estimated future net cash flows is computed by applying the average first-day-of-the-month prices during the previous twelve-month period of oil and natural gas to estimated future production of proved oil and natural gas reserves as of year-end less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions. Prior to December 31, 2009, prices and costs used to calculate future net cash flows were those as of the end of the appropriate quarterly period.
 
Following the discovery of reserves and the commencement of production, the Company will compute depletion of oil and natural gas properties using the unit-of-production method based upon production and estimates of proved reserve quantities. Costs associated with unproved properties are excluded from the depletion calculation until it is determined whether or not proved reserves can be assigned to such properties. Unproved properties are assessed for impairment annually. Significant properties are assessed individually.
 
The Company assesses all items classified as unproved property on an annual basis for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: land relinquishment; intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate impairment, the related exploration costs incurred are transferred to the full cost pool and are then subject to depletion and the ceiling limitations on development oil and natural gas expenditures.
 
Proceeds from the sale of oil and gas assets are applied against capitalized costs, with no gain or loss recognized, unless a sale would alter the rate of depletion and depreciation by 25 percent or more.
 
Significant changes in these factors could reduce our estimates of future net proceeds, and accordingly could result in an impairment of our oil and gas assets. Management will perform annual assessments of the carrying amounts of its oil and gas assets as additional data from ongoing exploration activities becomes available.
 
Interest in Real Estate Rights
 
Fortis contributed profit realized from future sale of these properties to MegaWest, pursuant to the terms and conditions of the Contribution Agreement, as a part of the MegaWest Transaction . As a result of the Exchange, no amounts are reflected in interest in real estate rights as of April 30, 2018. The rights are stated on the consolidated balance sheet as of April 30, 2017 at the cost basis of Fortis.
 
 
Income Taxes
 
The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. A valuation allowance, if necessary, is provided against deferred tax assets, based upon management’s assessment as to their realization.
 
Uncertain Tax Positions
 
The Company evaluates uncertain tax positions pursuant to ASC Topic 740-10-25 “ Accounting for Uncertainty in Income Taxes ,” which allows companies to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.
 
At April 30, 2018 and 2017, the Company had approximately $0 and $3,442,724, respectively, of liabilities for uncertain tax positions. Interpretation of taxation rules relating to net operating loss utilization in real estate transactions give rise to uncertain positions. In connection with the uncertain tax position, there was no interest or penalties recorded as the position is expected but the tax returns are not yet due.
 
The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results.
 
The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states).
 
Off-Balance Sheet Arrangements
 
None.
 
Recent Accounting Pronouncements
 
In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle (issued as ASU 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating its adoption method and the impact of the standard on its consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2018.
 
In  February 2016,  the FASB issued ASU  2016 - 02, Leases , which aims to make leasing activities more transparent and comparable and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. This ASU is effective for all interim and annual reporting periods beginning after  December 15, 2019,  with early adoption permitted. We expect to adopt ASU  2016 - 02  beginning  January 1, 2019  and are in the process of assessing the impact that this new guidance is expected to have on our financial statements and related disclosures.
 
 
In April 2016, the FASB issued ASU No. 2016-10, “ Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing ” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers” . The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity's promise to grant a license provides a customer with either a right to use an entity's intellectual property or a right to access an entity's intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity's adoption of ASU 2014-09, which the Company intends to adopt for interim and annual reporting periods beginning after December 15, 2017. The Company does not expect the new standard to have a material effect on its consolidated financial statements.
  
In April 2016, the FASB issued ASU No. 2016-09, “ Compensation – Stock Compensation ” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Adoption of ASU 2016-09 did not have a material impact on the consolidated financial statements.
 
In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ,” which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The Company is currently evaluating the standard and does not expect the adoption will have a material effect on its consolidated financial statements and disclosures.
 
In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of ASU 2016-15 on its consolidated financial statements. 
 
In September 2016, the FASB issued ASU  2016 - 13, Financial Instruments-Credit Losses . ASU  2016 - 13  was issued to provide more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. ASU  2016 - 13  is effective for reporting periods beginning after  December 15, 2019  using a modified retrospective adoption method. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently assessing the impact this accounting standard will have on its financial statements and related disclosures.
 
In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This standard is required to be adopted in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.
 
In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). The new standards, among other things, provide additional implementation guidance with respect to Accounting Standards Codification (ASC) Topic 606. ASU 2017-13 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the new standard but does not expect it to have a material impact on its implementation strategies or its consolidated financial statements upon adoption.
 
 
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
ITEM 7A. QUANT I TATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable
 
ITEM 8. FINA N CIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Reference is made to the financial statement pages beginning on page F-1 comprising a portion of this annual report on Form 10-K.
 
ITEM 9. CHA N GES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A. CON T ROLS AND PROCEDURES TO DISCUSS
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of April 30, 2018. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of April 30, 2018 due to a material weakness in our internal control over financial reporting, as discussed below.
  
Management’s Annual Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as required under applicable United States securities regulatory requirements. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s chief executive and chief financial officers and effected by the 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 of disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. A system of internal controls can provide only reasonable, not absolute, assurance that the objectives of the control system are met, no matter how well the system is conceived or operated. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 
Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“ COO ”) in the 2013 Internal Control Integrated Framework. Based on that evaluation under this framework, our management concluded that as of April 30, 2018, our internal control over financial reporting was not effective because of the following material weaknesses in our internal control over financial reporting:
 
 
Due to our small number of employees and resources, we have limited segregation of duties, and as a result there is insufficient independent review of duties performed.
 
 
 
 
As a result of the limited number of accounting personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management discussion and analysis, which could lead to overlooking items requiring disclosure.
 
This annual report does not include an attestation report by our independent registered public accounting firm regarding internal control over financial reporting. As we are neither a large accelerated filer nor an accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. 
 
Changes to Internal Controls and Procedures for Financial Reporting
 
There were no significant changes in the Company’s internal control over financial reporting that were identified in connection with such evaluation that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. To begin remediating the material weakness identified in internal control over financial reporting of the Company, the Company engaged Brio Financial Group and appointed its Managing Member, David Briones, to act as the Company’s Chief Financial Officer on August 15, 2013. During the year ended April 30, 2018, Management intended to hire additional accounting staff, and operational and administrative executives. However, due to the lack of resources those hires were delayed until such time additional financing is received.  Management intends to prepare and implement sufficient written policies and checklists to remedy the material weaknesses identified above.
 
 
PAR T III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information required by this item will be set forth in our definitive proxy statement for our 2018 annual meeting of stockholders to be filed within 120 days after our fiscal year end and is incorporated in this report by reference.
 
ITEM 11. EXEC U TIVE COMPENSATION
 
The information required by this item will be set forth in our definitive proxy statement for our 2018 annual meeting of stockholders to be filed within 120 days after our fiscal year end and is incorporated in this report by reference.
 
ITEM 12. SEC U RITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
 
The information required by this item will be set forth in our definitive proxy statement for our 2018 annual meeting of stockholders to be filed within 120 days after our fiscal year end and is incorporated in this report by reference.
 
ITEM 13. CER T AIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by this item will be set forth in our definitive proxy statement for our 2018 annual meeting of stockholders to be filed within 120 days after our fiscal year end and is incorporated in this report by reference.
 
ITEM 14. ACCOUNTING FEES AND SERVICES
 
The information required by this item will be set forth in our definitive proxy statement for our 2018 annual meeting of stockholders to be filed within 120 days after our fiscal year end and is incorporated in this report by reference.
 
 
 
PAR T IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(a) Financial Statements.
 
Our financial statements as set forth in the Index to Financial Statements attached hereto commencing on page F-1 are hereby incorporated by reference.
 
(b) Exhibits.
 
The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:
 
Exhibit
Number
 
Exhibit Description
 
Certificate of Incorporation of the Company.
 
Bylaws of the Company.
 
Certificate of Amendment to the Certificate of Incorporation of Petro River Oil Corporation, effective December 1, 2015 (Reverse Split).
 
Certificate of Amendment to the Certificate of Incorporation of Petro River Oil Corporation, effective December 1, 2015 (Authorized Increase).
 
Certificate of Amendment to the Certificate of Incorporation of Petro River Oil Corporation, dated June 15, 2016.
 
Securities Purchase Agreement of Petro River Oil LLC, dated as of April 23, 2013, by and among Petro River Oil Corp., Petro River Oil, LLC, the holders of outstanding secured promissory notes of Petro River Oil, LLC, the members of Petro River Oil, LLC and Mega Partners 1 LLC.
 
Amended and Restated 2012 Equity Compensation Plan.
 
Assignment and Assumption Agreement, dated as of May 30, 2014, by and between Bandolier Energy, LLC and PO1, LLC.
 
Agreement, dated as of May 30, 2014, by and between Petro River Oil Corp. and Pearsonia West Investment Group, LLC.
 
Employment Agreement, by and between Petro River Oil Corp. and Scot Cohen, dated April 23, 2013
 
Amendment No. 1 to the Employment Agreement, by and between Petro River Oil Corp. and Scot Cohen, dated November 20, 2013.
 
Form of Securities Purchase Agreement, dated April 23, 2013
 
 
 
Securities Purchase Agreement, by and between Petro River Oil Corp. and Petrol Lakes Holding Limited, dated December 12, 2013.
 
Form of Bandolier Energy LLC Subscription Agreement, dated May 30, 2014.
 
Securities Purchase Agreement, by and between Spyglass Energy Group, LLC, Nadel and Gussman, LLC, Charles W. Wickstrom, Shane E. Matson and Bandolier Energy, LLC, dated January 1, 2014.
 
Assignment and Assumption Agreement, by and between Bandolier Energy, LLC and PO1, LLC, dated May 30, 2014.
 
Agreement, by and between Petro River Oil Corp. and Pearsonia West Investment Group, LLC, dated May 30, 2014.
 
Asset Purchase Agreement by and among Petro River Oil Corp, Petro Spring I, LLC, Havelide GTL LLC and certain shareholders, dated February 18, 2015.
 
Employment Agreement by and between the Company and Stephen Boyd, dated February 18, 2015
 
Form of Warrant.
 
Asset Purchase Agreement by and among Petro River Oil Corp, Petro Spring II, LLC, Coalthane Tech LLC and certain shareholders, dated February 27, 2015.
 
Contribution Agreement, by and between Petro River Oil Corp., MegaWest Energy Kansas Corporation and Fortis Property Group, dated October 30, 2015, effective October 15, 2015.
 
Employment Agreement, by and between Petro River Oil Corp. and Stephen Brunner, dated October 30, 2015.
 
Conditional Purchase Agreement, by and between Petro River Oil Corp. and Horizon I Investments, LLC, dated December 1, 2015.
 
Form of Escrow Agreement. 
 
Non-Recourse Note, by and between Petro River Oil Corp. and Horizon I Investments, LLC, dated December 1, 2015. 
 
Farm-Out Agreement, dated January 19, 2016. 
 
Escrow Agreement, dated January 18, 2016.
 
Non-Recourse Promissory Note, in the principal amount of $750,000, dated January 13, 2016.
 
Assignment of Oil and Gas Lease, by and between MegaWest Energy Missouri Corp. and Paluca Petroleum, Inc., dated July 11, 2016.
 
Asset Purchase and Sale and Exploration Agreement, dated March 4, 2016.
 
Securities Purchase Agreement, dated June 13, 2017.
 
Form of Warrant, dated June 13, 2017.
 
Security Agreement, dated June 13, 2017.
 
Assignment of Overriding Royalty Interests, dated June 13, 2017.
 
Promissory Note, dated June 13, 2017.
 
Security Purchase Agreement, dated September 20, 2017.
 
Form of Warrant, dated November 6, 2017.
 
Form of Security Agreement, dated November 6, 2017.
 
Form of Assignment of Overriding Royalty Interests November 6, 2017.
 
Form of Secured Promissory Note, dated November 6, 2017.
 
Assignment and Assumption of Membership Interest, dated November 6, 2017.
 
Modification of Promissory Notes, dated December 29, 2017.
 
Assignment and Assumption of Membership Interest, dated January 31, 2018.
 
Purchase and Exchange Agreement, dated February 14, 2018.
 
Code of Business Conduct and Ethics.
 
Subsidiaries.
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Report of Pinnacle Energy Services, LLC with respect to oil and reserves, dated June 8, 2017.
 
Rep ort of Cawley, Gillespie & Associates with respect to oil and reserves in Oklahoma – Spyglass/Pearsonia, dated May 1, 2018.
 
Report of Cawley, Gillespie & Associates with respect to oil and reserves in Osage County, Oklahoma, dated May 1, 2018.
 
 
 
101.INS*
 
XBRL Instance Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
*
Attached hereto
(1)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on September 13, 2012.
(2)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on April 29, 2013.
(3)
Incorporated by reference to our Transition Report on Form 10-K filed with the Securities and Exchange Commission on August 28, 2013.
(4)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 22, 2013.
(5)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on December 16, 2013.
(6)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 5, 2014.
(7)
Incorporated by reference to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 13, 2014.
(8)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 23, 2015.
(9)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on March 5, 2015.
(10)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on January 20, 2016.
(11)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 13, 2016.
(12)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on December 7, 2015.
(13)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 20, 2016.
(14)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on March 10, 2016.
(15)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 5, 2015.
(16)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 16, 2017.
(17)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 16, 2017.
(18)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 16, 2017.
(19)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 16, 2017.
(20)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 16, 2017.
(21)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 6, 2017.
(22)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 6, 2017.
(23)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 6, 2017.
(24)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 6, 2017.
(25)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 6, 2017.
(26)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on November 6, 2017.
(27)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on January 5, 2018.
(28)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 5, 2018.
(29)
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 16, 2018.
(30)
Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on March 26, 2018.
 
 
PETRO RIVER O I L CORP.
FINANCIAL INFORMATION
 
 
 
 
 
REPORT OF INDEPENDENT RE G ISTERED PUBLIC ACCOUNTING FIRM
  
To the stockholders and the board of directors of
Petro River Oil Corp.
New York, New York
 
Opinion on the Financial Statements
 
We have audited the accompanying consolidated balance sheets of Petro River Oil Corp. (the "Company") as of April 30, 2018 and 2017, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Other matters
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ GBH CPAs, PC
 
We have served as the Company's auditor since 2015.
 
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
July 30, 2018
 
 
Petro River Oil Corp. and Subsidiaries
Consolidated Balance Sheets
 
 
 
As of
 
 
 
April 30,
2018
 
 
April 30,
2017  
 
Assets
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
Cash and cash equivalents
  $ 47,330  
  $ 631,232  
Accounts receivable - oil and gas
    308,099  
    8,423  
Accounts receivable - real estate - related party
    -  
    2,123,175  
Accrued interest on notes receivable - related party
    -  
    797,710  
Interest in real estate rights
    -  
    309,860  
Prepaid expense and other current assets
    612  
    207,831  
Prepaid oil and gas asset development costs
    -  
    613,480  
Notes receivable - related party, current portion
    -  
    24,786,382  
Total Current Assets
    356,041  
    29,478,093  
 
       
       
Oil and gas assets, full cost method
       
       
Costs subject to amortization, net
    3,779,414  
    1,234,806  
Costs not being amortized, net
    100,000  
    858,830  
Property, plant and equipment, net
    822  
    1,582  
Investment in Horizon Energy Partners
    1,592,418  
    1,213,000  
Other assets
    17,133  
    17,133  
Total Long-term Assets
    5,489,787  
    3,325,351  
Total Assets
  $ 5,845,828  
  $ 32,803,444  
 
       
       
Liabilities and Equity
       
       
Current Liabilities:
       
       
Accounts payable and accrued expense
  $ 908,343  
  $ 120,233  
Accrued interest on notes payable – related party
    298,581  
    -  
Deferred tax liability
    -  
    3,442,724  
Redetermination liability
    259,313  
    -  
Asset retirement obligations, current portion
    413,794  
    406,403  
Total Current Liabilities
    1,880,031  
    3,969,360  
 
       
       
Long-term Liabilities:
       
       
Asset retirement obligations, net of current portion
    246,345  
    152,293  
Note payable - related parties, net of debt discount of $2,139,250 and $0, respectively
    2,360,750  
    -  
Total Long-term Liabilities
    2,607,095  
    152,293  
 
       
       
Total Liabilities
    4,487,126  
    4,121,653  
 
       
       
Commitments and contingencies
       
       
 
       
       
Equity:
       
       
Preferred shares - 5,000,000 authorized; par value $0.00001; 0 shares issued and outstanding
    -  
    -  
Preferred B shares - 29,500 authorized; par value $0.00001; 0 shares issued and outstanding
    -  
    -  
Common shares - 150,000,000 authorized; par value $0.00001; 17,309,733 and 15,827,921 issued and outstanding, respectively
    173  
    158  
Additional paid-in capital
    52,407,543  
    46,681,073  
Accumulated deficit
    (51,049,014 )
    (30,609,910 )
Total Petro River Oil Corp. Equity
  1,358,702
    16,071,321  
Non-controlling interests
    -  
    12,610,470  
Total Equity
  1,358,702
    28,681,791  
Total Liabilities and Equity
  $ 5,845,828  
  $ 32,803,444  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
Petro River Oil Corp. an d Subsidiaries
Consolidated Statements of Operations
 
 
 
For the Year Ended
 
Operations
 
 April 30,
2018 
 
 
April 30,
2017  
 
Revenues
 
 
 
 
 
 
Oil and natural gas sales
  $ 723,409  
  $ 26,603  
Total Revenues
    723,409  
    26,603  
 
       
       
 
       
       
Operating Expenses
       
       
Lease operating expenses
    127,814  
    48,578  
Depreciation, depletion and accretion
    157,386  
    25,922  
Gain on sale of oil and gas assets
    -  
    (216,580 )
Impairment of oil and gas assets
    1,733,932  
    20,942  
General and administrative
    3,644,751  
    4,107,795  
Total Operating Expenses
    5,663,883  
    3,986,657  
 
       
       
Operating Loss
    (4,940,474 )
    (3,960,054 )
 
       
       
Other Income (Expense)
       
       
Interest income (expense), net
    (65,569 )
    628,956  
Loss on assumption of Pearsonia interests
    (3,351,965 )
    -  
Loss on redetermination
    (11,914,204 )
    -  
Net gain on real estate rights
    267,734  
    1,689,274  
Other Income (Expense)
    (15,064,004 )
    2,318,230  
 
       
       
Loss Before Income Tax Provision
    (20,004,478 )
    (1,641,824 )
 
       
       
Income Tax Provision
    333,203  
    941,515  
 
       
       
Net Loss
    (20,337,681 )
    (2,583,339 )
 
       
       
Net Income Attributable to Non-controlling Interests
    101,423  
    383,152  
 
       
       
Net Loss Attributable to Petro River Oil Corp. shareholders
  $ (20,439,104 )
  $ (2,966,491 )
 
       
       
Loss Per Common Share - Basic and Diluted
  $ (1.24 )
    (0.19 )
 
       
       
Weighted average number of common shares outstanding - basic and diluted
    16,546,093  
    15,732,949  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
Petro River Oil Corp. an d Subsidiaries
Consolidated Statement of Changes in Stockholders’ Equity
For the Years Ended April 30, 2018 and 2017
 
 
 
  Common
 
 
  Common
 
 
Additional Paid-in
 
 
  Accumulated  
 
 
  Non-controlling  
 
 
Total
Stockholders’
 
 
 
  Shares
 
 
  Amount
 
 
Capital
 
 
  Deficit
 
 
  Interests
 
 
  Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at May 1, 2016
    4,263,672  
  $ 43  
  $ 38,849,655  
  $ (27,643,419 )
  $ 12,051,318  
  $ 23,257,597  
 
       
       
       
       
       
       
Stock-based compensation
    -  
    -  
    2,178,716  
    -  
    -  
    2,178,716  
 
       
       
       
       
       
       
Acquisition of Horizon Investments
    11,564,249  
    115  
    5,652,702  
    -  
    -  
    5,652,817  
 
       
       
       
       
       
       
Non-controlling interest contribution
    -  
    -  
    -  
    -  
    176,000  
    176,000  
 
       
       
       
       
       
       
Net income (loss)
    -  
    -  
    -  
    (2,966,491 )
    383,152  
    (2,583,339 )
 
       
       
       
       
       
       
Balance at April 30, 2017
    15,827,921  
    158  
    46,681,073  
    (30,609,910 )
    12,610,470  
    28,681,791  
 
       
       
       
       
       
       
Stock-based compensation
    -  
    -  
    906,591  
    -  
    -  
    906,591  
 
       
       
       
       
       
       
Cashless exercise of options
    15,145  
    -  
    -  
    -  
    -  
    -  
 
       
       
       
       
       
       
Warrants issued with secured promissory note
    -  
       
    2,003,227  
    -  
    -  
    2,003,227  
 
       
       
       
       
       
       
Contribution of overriding royalty interest
    -  
    -  
    250,000  
    -  
    -  
    250,000  
 
       
       
       
       
       
       
Acquisition of Pearsonia interest
    1,466,667  
    15  
    2,566,652  
    -  
    785,298  
    3,351,965  
 
       
       
       
       
       
       
Acquisition of Bandolier interest upon redetermination
    -  
    -  
    -  
    -  
    (13,497,191 )
  (13,497,191 )
 
       
       
       
       
       
       
Net income (loss)
    -  
    -  
    -  
    (20,439,104 )
    101,423  
    (20,337,681 )
 
       
       
       
       
       
       
 Balance at April 30, 2018
    17,309,733  
  $ 173  
  $ 52,407,543  
  $ (51,049,014 )
  $ -  
  $ 1,358,702
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
Petro River Oil C o rp. and Subsidiaries
Consolidated Statements of Cash Flows
 
 
 
For the Year Ended
 
 
 
April 30,
2018
 
 
April 30,
2017
 
Net loss
  $ (20,337,681 )
  $ (2,583,339 )
Adjustments to reconcile net loss to net cash used in operating activities:
       
       
Stock-based compensation
    906,591  
    2,178,716  
Depreciation, depletion and accretion
    157,386  
    25,922  
Amortization of debt discount
    363,977  
    -  
Impairment of oil and gas assets
    1,733,932  
    20,942  
Loss on redetermination
    11,914,204  
    -  
Loss on assumption of Pearsonia interests
    3,351,965  
    -  
Gain on sale of oil and gas assets
    -  
    (216,580 )
Net gain on interest in real estate rights    
    (267,734 )
    (1,689,274 )
Deferred income tax expense
    333,203  
    941,515  
Changes in operating assets and liabilities:
       
       
Accounts receivable - oil and gas
    (299,676 )
    (7,520 )
Accounts receivable - real estate - related party
    -  
    6,106  
Accounts receivable - other 
    17,449  
    -  
Accrued interest on notes receivable - related party
    (593,021 )
    (627,057 )
Prepaid expenses and other current assets
    1,267,555  
    (182,864 )
Accounts payable and accrued expenses
    1,105,496  
    (86,547 )
Net Cash Used in Operating Activities
    (346,354 )
    (2,219,980 )
 
       
       
Cash Flows From Investing Activities:
       
       
Proceeds from the sale of interest in real estate rights
    1,553,884  
    6,900,228  
Prepaid oil and gas development costs
    (446,856 )
    (505,147 )
Issuance of notes receivable - related party
    (1,558,501 )
    (6,938,382 )
Capitalized expenditures on oil and gas assets
    (3,536,935 )
    (487,857 )
Cash received from the acquisition of Horizon Investment
    -  
    3,364,817  
Cash provided upon redetermination
    (119,722 )
    -  
Cash paid for cost method investment
    -  
    91,802  
Payments on investment in Horizon Energy Partners
    (379,418 )
    (525,000 )
Net Cash (Used in) Provided by Investing Activities
    (4,487,548 )
    1,900,461  
 
       
       
Cash Flows From Financing Activities:
       
       
Proceeds from notes payable - related party
    4,500,000  
    -