PART I FINANCIAL INFORMATION
Item 1 Financial
Statements
PETROCORP INC.
(An Exploration Stage Company)
Consolidated Balance Sheets
ASSETS
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June 30,
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December 31,
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2009
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2008
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(Unaudited)
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Current
assets:
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Cash
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$
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207,964
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$
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556,035
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Revenue receivables
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11,137
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33,962
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219,101
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589,997
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Oil
and gas properties (successful efforts method):
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Developed
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432,763
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304,053
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Undeveloped
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1,584,992
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1,189,840
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2,017,755
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1,493,893
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Other assets:
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Marketable securities -
restricted
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250,000
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--
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Total
assets
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$
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2,486,856
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$
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2,083,890
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accrued expenses
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$
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120,842
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$
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71,317
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Notes payable to majority stockholder
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1,317,881
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734,058
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1,438,723
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805,375
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Stockholders
equity:
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Preferred stock; $.0001 par value; 1,000,000 shares
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authorized; none issued or outstanding
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--
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--
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Common stock; $.0001 par value; 100,000,000 shares
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authorized; 22,680,000 shares issued
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and outstanding
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2,268
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2,268
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Additional paid-in capital
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1,802,052
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1,711,182
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Deficit accumulated during exploration stage
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(756,187)
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(434,935)
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1,048,133
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1,278,515
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Total
liabilities and stockholders equity
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$
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2,486,856
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$
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2,083,890
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See notes to the consolidated financial statements.
3
PETROCORP INC.
(An Exploration Stage Company)
Consolidated Statements of
Operations
(Unaudited)
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June 19, 2006
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Three Months Ended
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Six Months Ended
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(Inception) to
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June 30,
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June 30,
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June 30,
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2009
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2008
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2009
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2008
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2009
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Revenues:
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Oil and gas
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$
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4,988
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$
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$
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9,273
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$
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$
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33,424
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Expenses:
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Oil and gas
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40,143
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57,357
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76,195
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Depletion, depreciation and
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amortization
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3,750
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7,500
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12,321
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Exploration
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37,245
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95,984
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101,693
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Impairment of equipment
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16,929
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Salaries
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30,000
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30,000
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60,000
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60,000
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190,000
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Professional fees
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36,706
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29,700
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63,163
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55,900
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240,131
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General and administrative
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8,319
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8,492
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16,152
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12,528
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77,996
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Franchise taxes
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164
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5,750
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9,150
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156,163
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68,192
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300,320
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134,178
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724,415
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Loss from operations
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(151,175)
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(68,192)
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(291,047)
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(134,178)
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(690,991)
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Other income (expense):
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Interest income
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197
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665
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2,383
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Interest expense
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(19,769)
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(6,672)
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(30,870)
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(13,236)
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(67,579)
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(19,572)
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(6,672)
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(30,205)
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(13,236)
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(65,196)
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Loss before income taxes
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(170,747)
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(74,864)
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(321,252)
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(147,414)
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(756,187)
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Provision for income taxes
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--
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Net loss
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$
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(170,747)
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$
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(74,864)
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$
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(321,252)
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$
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(147,414)
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$
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(756,187)
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Net loss per common share -
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basic and diluted
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$
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(0.01)
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$
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(0.01)
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$
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(0.01)
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$
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(0.03)
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Weighted average number of
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common shares outstanding -
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basic and diluted
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22,680,000
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5,670,000
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22,680,000
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5,584,286
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See notes to the consolidated financial statements.
4
PETROCORP INC.
(An Exploration Stage Company)
Consolidated Statements of Cash
Flows
(Unaudited)
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June19, 2006
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Six Months Ended
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(Inception) to
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June 30,
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June 30,
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2009
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2008
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2009
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Cash flows from operating
activities:
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Net loss
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$
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(321,252)
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$
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(147,414)
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$
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(756,187)
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Adjustments to reconcile net
loss to net cash
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(used in) provided by
operating activities:
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Capital contribution
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3,000
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Depletion, depreciation
and amortization
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7,500
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12,321
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Exploration expenses
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58,845
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58,845
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Impairment of equipment
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16,929
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Salary contribution
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60,000
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60,000
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180,000
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Interest contribution
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30,870
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12,877
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67,220
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Changes in operating
assets and liabilities:
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Revenue receivables
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22,825
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(11,137)
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Accrued expenses
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49,525
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25,033
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120,842
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State of Alaska Payable
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58,445
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--
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Net cash (used in)
provided by operating activities
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(91,687)
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8,941
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(308,167)
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Cash flows from investing
activities:
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Acquisition of oil and gas
properties
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(840,207)
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(577,960)
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(2,337,850)
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Purchase of equipment
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(18,000)
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Net cash used in
investing activities
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(840,207)
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(577,960)
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(2,335,850)
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Cash flows from financing
activities:
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Notes payable to majority
stockholder
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610,375
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1,434,433
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Repayment of notes to
majority stockholder
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(26,552)
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(90,000)
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(116,552)
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Proceeds from sale of common
stock
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1,000,000
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1,554,100
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Net cash provided by
financing activities
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583,823
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910,000
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2,871,981
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Net (decrease) increase in cash
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(348,071)
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340,981
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207,964
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Cash at beginning of period
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556,035
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|
827,755
|
|
|
--
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Cash at end of period
|
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$
|
207,964
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$
|
1,168,736
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$
|
207,964
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Supplemental disclosure of cash
flow information:
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Cash paid for interest
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$
|
359
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Cash paid for taxes
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$
|
--
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Supplemental disclosure of
noncash investing and
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financing activities:
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Capital contribution
|
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|
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$
|
3,000
|
Salary contribution
|
|
$
|
60,000
|
|
$
|
60,000
|
|
$
|
180,000
|
Interest contribution
|
|
$
|
30,870
|
|
$
|
12,877
|
|
$
|
67,220
|
See notes to the consolidated financial statements.
5
PETROCORP INC.
(An Exploration Stage Company)
Notes to the Consolidated
Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated
financial statements have been prepared in accordance with the accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management,
all adjustments, consisting of normal recurring accruals considered necessary
for a fair presentation, have been included. Operating results for the three and
six months ended June 30, 2009 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2009. These financial statements should be read in conjunction
with the financial statements of the Company for the year ended December 31,
2008 and notes thereto contained in the Report on Form 10-K of the
Company as filed with the United States Securities and Exchange Commission (the
SEC) on April 9, 2009.
2. Exploration Stage Company
The Company is an exploration stage company
as defined by SFAS No. 7
Accounting and Reporting by Development Stage
Enterprises
. The Company is devoting substantially all of its efforts on
establishing the business and its planned principal operations have not yet
commenced. All losses since inception have been considered part of the
Companys exploration stage activities.
3.
Marketable Securities - Restricted
On
June 12, 2009, the Company executed and held a closing under an Agreement and Plan
of Reorganization by and between Tamm Oil and Gas Corp ("TAMO") and the
Company wherein the Company exchanged the membership interest in its subsidiary
Union Energy (Alberta) LLC, a Colorado limited liability company, for 1,000,000 restricted shares of TAMOs common stock. TAMOs
shares are traded on the OTCBB and the closing price on June 12, 2009 was $0.80
per share. The Company valued the marketable securities - restricted at
$250,000, the cost basis for the eight contiguous sections (totaling 5,120
acres) of oil sands leases in the Peace River Oil Sands Area of northern
Alberta, Canada, which is more readily available.
4.
Related Party Transactions
On
March 31, 2009, the Company purchased 171 oil and gas lease interests totaling
3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA (Soladino)
at a cost of $583,823. The Company reimbursed Soladino for its historic costs
(acreage) by issuing a secured, non-interest bearing note, payable on demand
for $583,823 and assumed responsibility for all further costs. The leases are
held in the name of Frontier Land, Inc. as fiduciary trustee for the benefit of
the Companys subsidiary Petrocorp (Oklahoma) Inc.
6
PETROCORP INC.
(An Exploration Stage Company)
Notes to the
Consolidated Financial Statements
(Unaudited)
At
June 30, 2009, the Company has $1,317,881 in unsecured, non-interest bearing
notes (two), payable on demand with its majority stockholder Soladino. During
the three and six month period ended June 30, 2009 the Company recorded
interest expense of $19,769 and $11,101, respectively. Interest is computed at
an implied rate of 6% per annum and this amount was recorded as a capital contribution by
the Company.
The Company was provided management services by
its president, Mr. Fitzsimons during the interim period ended June 30, 2009 at no cost. The Company recorded the $60,000 estimated value of
these services as compensation expense and as a capital contribution.
5.
Subsequent Events
The Company has evaluated all events that occurred after the balance sheet date
but before the financial statements were available to be issued to determine if
they must be reported. Management of the Company has determined that there
are no reportable subsequent events to be disclosed.
7
Item 2 Managements Discussion and Analysis or
Plan of Operation
References to Company, we
or us refer to Petrocorp Inc., unless the context requires otherwise.
Forward Looking Statements
The
following is provided to supplement, and should be read in conjunction with,
our financial statements and the accompanying notes included in our Form 10-K
as of December 31, 2008. This report contains forward-looking statements and
information relating to us that is based on the beliefs of our management as
well as assumptions made by, and information currently available to, our
management. When used in this report, the words anticipate, believe,
estimate, expect, intend, plan and similar expressions, as they relate
to us or our management, are intended to identify forward-looking statements.
These statements reflect managements current view of us concerning future
events and are subject to certain risks, uncertainties and assumptions,
including among many others:
|
●
|
the
quality of our properties with regard to, among other things, the existence
of reserves in economic quantities;
|
|
●
|
uncertainties
about the estimates of reserves;
|
|
●
|
our
ability to increase our production and oil and natural gas income through exploration
and development;
|
|
●
|
the
number of well locations to be drilled and the time frame within which they
will be drilled;
|
|
●
|
the
timing and extent of changes in commodity prices for natural gas and crude
oil;
|
|
●
|
domestic
demand for oil and natural gas;
|
|
●
|
drilling
and operating risks;
|
|
●
|
the
availability of equipment, such as drilling rigs and transportation
pipelines;
|
|
●
|
changes
in our drilling plans and related budgets;
|
|
●
|
the
adequacy of our capital resources and liquidity including, but not limited
to, access to additional borrowing capacity; and
|
|
●
|
risks
and uncertainties described in the Risk Factors section or elsewhere in our
Annual Report on Form 10-K.
|
Should
one or more of these risks or uncertainties materialize or should the
underlying assumptions prove incorrect, actual outcomes and results could
differ materially from those indicated in the forward-looking statements.
Any
forward-looking statement speaks only as of the date on which such statement is
made, and we undertake no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible for management to
predict all of such factors, nor can it assess the impact of each factor on the
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking
statements.
Business
Overview
Petrocorp Inc. was incorporated on June
19, 2006 under the laws of the State of Delaware. Prior to September 2007, the
Companys business model provided telephonic conferencing services to
businesses, organizations and individuals in North America. Due to capital
constraints and because its executives could no longer serve the Company
without compensation, the Company decided to change its business directions.
8
We are an exploration stage Company engaged in the acquisition,
exploration and production, if warranted, development of prospective oil and
gas properties. We plan to conduct exploration work on each of our current and
future properties in order to ascertain whether any of them possess
commercially exploitable quantities of oil and gas reserves. The Company has
significant lease holdings on the North Slope of Alaska, the Canadian Province of Quebec, permit applications pending in Italy and Netherlands, and oil and gas production in Oklahoma.
Our office is located at 1065 Dobbs Ferry Road, White Plains, NY 10607 and our telephone number is (914) 674-4373.
Our web-site address is http://petrocorp.us.
Plan
of Operation
Our plan of operation is to conduct
exploration work on each of our current and future properties in order to
ascertain whether any of them possess commercially exploitable quantities of
oil and gas reserves. There is no assurance that a commercially viable oil and
gas reserve exists on any of our current and future properties, and a great
deal of further exploration will be required before a final evaluation as to
the economic feasibility for our future exploration is determined. To date, we
do not know if any economically viable oil and gas reserves exist on any of our
current or future properties and there is no assurance that we will discover
any.
Alaska
On October 25, 2007, Union Energy (Alaska) LLC ("UEA"), our
subsidiary, was the winning bidder for tracts 254, 258 and 259 in the North
Slope Areawide 2007 Competitive Oil and Gas Lease Sale. The leases, covering
14,680 net acres, were issued on August 1, 2008, with a term of seven years and
subject to a 12.5% royalty interest in
favor of the State of Alaska. UEA paid a total of
$380,021 to the State of Alaska in respect of the leases. These tracts are
contiguous and the Company believes, based upon current available geological
data and maps from the public domain, to contain the Kavik gas field,
discovered in 1969, which has been evaluated in detail by the U.S. Department
of the Interior, U.S Geological Survey ("USGS").
On February 27, 2008, UEA was the winning bidder for tracts 922,
923, 927, 988, 989, 990, 991, 992 and 925 in the State of Alaska North Slope
Foothills Areawide 2008 Competitive Oil and Gas Lease Sale. The leases, covering
9,600 net acres, were issued on September 1, 2008, with a term of 10 years and
subject to a 12.5% royalty interest in
favor of the State of Alaska. UEA paid a total of $59,565
to the State of Alaska in respect of the leases. These tracts are contiguous
and the Company believes, based upon current available geological data and maps
from the public domain, to contain the East Kurupa gas field, discovered by
Texaco in 1976. The USGS has been studying the potential for unconventional
over-pressured, continuous gas deposits in the Colville basin that contains the
Kurupa anticline and is now interpreting the East Kurupa well to have
encountered a thick section of over-pressured gas in Brookian strata.
The Alaska leases are in areas which the Company believes are
promising for gas production although the Company does not make any
representations as to their future production, if any. Furthermore, any gas
recovered from our Alaska leases will not be salable unless or until a proposed
North Slope gas pipeline is completed. We have retained Frontier Land Inc.
(an established land firm and a member of the American Association of
Professional Landmen) to conduct negotiations with other leaseholders regarding
their acreage and to acquire other land interests within the vicinity of our
tracts.
9
Oklahoma
On
August 12, 2008, the Company acquired from its President, James Fitzsimons, a
50% working interest (41.25% net revenue interest) in the Snake Creek prospect,
a 3,200 gross (3,022 net) acre gas development project located in northern
Okmulgee County. The Company reimbursed Mr. Fitzsimons for his historic costs
(acreage and drilling) by issuing a secured, non-interest bearing note, payable
on demand for $210,917 and assumed responsibility for all further costs.
On
November 30, 2008, the Company acquired from Mr. Fitzsimons, a 100% working
interest (81.25% net revenue interest) in the Spanish Peak prospect, a 2,041
gross (900 net) acre gas development project located in Okmulgee County,
Oklahoma. The Company reimbursed Mr. Fitzsimons for his historic costs
(acreage) by issuing a secured, non-interest bearing note, payable on demand
for $173,141 and assumed responsibility for all further costs.
On
March 31, 2009, the Company purchased 171 oil and gas lease interests totaling
3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA at a cost
of $583,823. The Company reimbursed Soladino for its historic costs (acreage)
by issuing a secured, non-interest bearing note, payable on demand for $583,823
and assumed responsibility for all further costs.
The Companys Okfuskee and Okmulgee County oil and gas leases are
near oil and gas fields with proved developed production and within the general
area of the Woodford shale play. We have retained Keith Summar (a member of
the American Association of Petroleum Geologists) as a consultant to assist us
in our Oklahoma operations.
Quebec, Canada
On February 4, 2009, the Government of Quebec awarded the Company
seven oil and gas exploration licenses 2009P462 to 2009PG468 all located in
the St. Lawrence Lowlands area. The seven Quebec licenses cover a total net
surface area of 114,045 hectares (281,593 acres) and have an initial term of
five years. The Company has committed to a five-year work program with minimum
expenditures of (expressed in Canadian dollars): $0.50 per hectare in the first
year; $1.00 per hectare in the second year; $1.50 per hectare in the third
year; $2.00 per hectare in the fourth year; and $2.50 per hectare in the fifth
year.
Italy
On
January 20, 2009, the Government of Italy made the preliminary awards of the
competitive oil and gas exploration licenses, Fiorenzuola D'Arda located in
the Po Valley and Montottone located in the Marche region, in favor of Mac
Oil SpA, our subsidiary. On March 24, 2009, the Government of Italy made the
preliminary award of the competitive oil and gas exploration license, Melzo
located in the Po Valley, again in favor of Mac Oil SpA. The three Italy licenses cover a net surface area of 115,760 hectares (285,827 acres).
The Company also has two competitive oil and gas
exploration license applications pending awaiting adjudication by the Ministry
of Economic Development in Italy covering a net surface area of 50,342 hectares
(124,301 acres).
10
Netherlands
The Company has one license application pending
covering a net surface area of 5,037 hectares (111,202 acres).
Internationally,
we have retained Daniele Albisetti and Christian Ceppi (members of the Swiss
Geological Society, the Società Geologica Italiana (Italian Geological Society)
and the Geological Association of Canada) as consultants to assist us in our
operations.
Results
of Operations
Three
Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008
For the quarter ended June 30,
2009, we had revenues of $4,988, oil and gas exploration costs of $81,138 and
incurred a loss of $170,747, as compared to no revenues and a loss of $74,864
in 2008. During the 2009 quarter, the
Company paid compensation to its President of $30,000 which was recorded as a
capital contribution by the Company and professional fees of $36,706, which
related primarily to the development of the Companys business plan and costs
associated with being a public company, as compared to $29,700 for the 2008
quarter. Also during the 2009 quarter, the Company paid general and
administrative expenses of $8,319, which included rent, telephone and other
office costs, as compared to $8,492 for the 2008 quarter. Interest expense of
$19,769 was computed on the officer/stockholder loans at an implied rate of 6%
and this amount was recorded as a capital contribution by the Company during
the quarter.
Six
Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008
During
the six months ended June 30, 2009, we incurred a net loss of $321,252 compared
to a net loss of $147,414 for the 2008 period. During the six months ended
June 30, 2009, the Company paid compensation and professional fees of $123,163,
which related primarily to the development of the Companys business plan and
costs associated with being a public company, as compared to $115,900 for the
2008 period. Also during the six months ended June 30, 2009, the Company paid
general and administrative expenses of $16,152, which included rent, telephone
and other office costs, as compared to $12,528 for the 2008 period. During the
six months ended June 30, 2009 interest expense of $30,870 was computed on the
officer/stockholder loans at an implied rate of 6% and this amount was recorded
as a capital contribution by the Company during the period.
Liquidity
and Capital Resources
Our
Company's principal cash requirements are for exploration expenses which we
anticipate will rise as we proceed to determine the feasibility of developing
our current or future property interests. As of June 30, 2009, we had cash of
$207,964 and working capital of $98,259. Our net cash provided by financing
activities during the period from our inception to June 30, 2009 was $2,871,981.
On
March 31, 2009, the Company purchased 171 oil and gas lease interests totaling
3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA (Soladino)
at a cost of $583,823. The Company reimbursed Soladino for its historic costs
(acreage) by issuing a secured, non-interest bearing note, payable on demand
for $583,823 and assumed responsibility for all further costs.
At
June 30, 2009, the Company has $1,317,881 in unsecured, non-interest bearing
notes (two), payable on demand with its majority stockholder Soladino. The notes are
secured by the Companys oil and gas leases.
11
We
anticipate that additional funding will be provided in the form of equity
financing from the sale of our common stock or loans from directors. We cannot
provide investors with any assurance that additional funds will be raised.
Currently, we do not have any arrangements in place for future equity
financings.
Critical Accounting Policies
Financial Reporting Release No. 60 of the SEC encourages
all companies to include a discussion of critical accounting policies or
methods used in the preparation of the financial statements. There are no
current revenue generating activities that give rise to significant assumptions
or estimates. Our most critical accounting policies relate to the accounting
and disclosure of related party transactions. Our financial statements filed as
part of our December 31, 2008 Annual Report include a summary of the
significant accounting policies and methods used in the preparation of our
financial statements.
Off-Balance
Sheet Arrangements
We
have never entered into any off-balance sheet financing arrangements and have
not formed any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.
Item
3. Controls and Procedures
An
evaluation was carried out under the supervision and with the participation of
our management, including our Chief Financial Officer and President, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report on Form 10-Q. Disclosure controls and procedures
are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-Q, is recorded, processed,
summarized and reported, within the time period specified in the Securities and
Exchange Commissions rules and forms, and that such information is accumulated
and is communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure. Based on that
evaluation, our management concluded that, as of June 30, 2009, our disclosure
controls and procedures are effective to satisfy the objectives for which they
are intended.
There
were no changes in our internal control over financial reporting identified in
connection with the evaluation performed that occurred during the fiscal
quarter covered by this report that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1 Legal
Proceedings
The
Company is not currently a party to any legal proceedings.
Item 2
Unregistered Sales of Equity Securities and
Use of Proceeds
None.
12
Item 3 Defaults Upon
Senior Securities
None.
Item 4 Submission of
Matters to a Vote of Security Holders
None.
Item 5 Other
Information
None.
Item 6 Exhibits
The
following documents are filed as part of this Report.
Exhibit Number
|
Exhibit Description
|
31.1
|
Rule 13a-14(a)/15d-14(a)
Certification by the Principal Executive Officer. **
|
31.2
|
Rule 13a-14(a)/15d-14(a)
Certification by the Principal Financial Officer. **
|
32.1
|
Section 1350 Certification by the
Principal Executive Officer. **
|
32.2
|
Section 1350 Certification by the
Principal Financial Officer. **
|
** Filed herewith
SIGNATURE
In accordance with the requirements of the Securities
Exchange Act of 1934, as amended, the registrant caused this Report on Form
10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
PETROCORP INC.
Date:
August 10, 2009
By:
/s/ James Fitzsimons
James Fitzsimons, President