Victory Energy Corporation (PINKSHEETS: VYEY), an oil and gas
exploration and development company, today announced that it has
completed an internal review and examination of its financial
results for the fiscal years 2007, 2008, and 2009, and has filed
its 2009 Annual Report on Form 10-K with the Securities and
Exchange Commission. Included in this 10-K filing are audited
financial statements for the 2007 (restated), 2008 and 2009 fiscal
years.
In April 2009, Victory Energy Corporation (the Company)
announced that it planned to restate its annual and interim
financial statements for 2007 and interim financial statements for
2008 due to errors contained in the financial statements, and that
it expected certain delays in reporting subsequent financial
results. At that time the Company also stated that investors should
not rely on any of the Company's previously filed financial
statements covering 2007 and 2008.
The resulting restatements are a consequence of an internal
review conducted by Victory Energy's CFO at the request of the
board of directors in which irregularities in the Company's
financial statements were identified, examined and reported
upon.
The internal review and financial statement restatements were
completed on March 29, 2011. In summary, the Company reported the
following operating results for the years ended December 31:
VICTORY ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31:
-------------------------------------------
2007
2009 2008 (Restated)
------------- ------------- -------------
REVENUES $ 512,607 $ 1,642,631 $ -
COSTS AND EXPENSES
Costs of production 196,520 934,534 -
General and administrative
expense 935,983 3,519,409 10,320,050
Depletion and accretion 291,867 564,377 -
Loss from malfeasance 280,647 4,955,793 -
Loss from asset impairment 342,366 2,775,696 -
Loss (gain) on settlements (1,199,748) 390,000 -
------------- ------------- -------------
Total costs and expenses 847,635 13,139,809 10,320,050
------------- ------------- -------------
LOSS FROM OPERATIONS (335,028) (11,497,178) (10,320,050)
------------- ------------- -------------
Interest expense 50,111 979 6,639
------------- ------------- -------------
NET LOSS $ (385,139) $ (11,498,157) $ (10,326,689)
============= ============= =============
Weighted average shares,
basic and diluted 136,719,608 95,529,303 23,587,429
============= ============= =============
Net loss per share, basic
and diluted $ (0.00) $ (0.12) $ (0.44)
============= ============= =============
Robert J. Miranda, Victory Energy's chairman, chief executive
officer and chief financial officer, stated, "The process of
reviewing and restating the financials for the Company has been a
lengthy and arduous process. We worked closely with our board of
directors, legal counsel, independent public accounting firm, and
the Securities and Exchange Commission in an effort to bring our
financial reporting into compliance. We are pleased this long
process is over and we remain focused on completing the many tasks
at hand, including the preparation of the financial results for
fiscal 2010 and the continuing process of exploration and
development of the various oil and gas properties in which we have
invested."
Litigation with Former CEO Settled
On March 22, 2011, the Company, James Capital Energy, LLC, and
other related parties entered into a comprehensive Settlement
Agreement with Jon Fullenkamp, the Company's former Chairman and
CEO. Under the terms of the settlement agreement, Mr. Fullenkamp
will: i) dismiss with prejudice the lawsuit he filed against the
Company and others in California; ii) transfer to Victory Energy
two million shares of Victory Energy preferred stock; iii) transfer
to Victory Energy 400 thousand warrants for Victory Energy common
stock; iv) transfer to James Capital Energy, LLC approximately 16
million shares of Victory Energy common stock; v) voluntarily
appear for his deposition to discuss events that occurred at the
Adams-Baggett Ranch; vi) waive the claim he had to a $430 thousand
severance payment under his May 15, 2009 separation agreement; and
vii) provide Victory Energy and other related parties with a
general release.
$1.5 Million of New Capital Raised in Private
Placements
As reported in the filings, between October 15, 2010 and March
28, 2011, the Company sold to a group of 20 accredited investors
$1.0 million of 10% Senior Secured Convertible Debentures which are
convertible into an aggregate of 201 million shares of the
Company's common stock at a conversion price of $0.005 per share of
common stock. On December 31, 2010, the Company extended $0.5
million of unsecured loans that had been made by a related party
into a Senior Secured Convertible Debenture that is convertible
into an aggregate of 110.5 million shares of the Company's common
stock at a conversion price of $0.005 per share of common stock.
The maturity date of the Debentures is September 30, 2013, but may
be extended at the discretion of the Company to December 31, 2013.
The proceeds of these securities sales are being used for working
capital purposes.
The board of directors of Victory Energy Corporation recognized
the efforts undertaken to complete the internal review and restore
the Company's reporting status with the SEC. At a board meeting
held on March 28, 2011, the board acknowledged the work of the
management team and professionals that managed the turnaround. Dr.
Ronald Zamber, a member of the board of directors for Victory
Energy, has been the key financial sponsor of this corporate
turnaround process. The board of directors hired Robert Miranda as
the Company's chief financial officer at the end of 2008, and later
expanded the scope of his work to lead an internal review and
assist the board in identifying suspected financial malfeasance at
the Company. Miranda and his accounting firm, Miranda &
Associates, brought the Company's financial statements into
compliance; investigated and identified the financial malfeasance;
assisted legal counsel in prosecuting the malfeasance; corrected
the Company's past accounting records; and restored financial
controls and integrity in the financial reporting processes of the
Company.
Dr. Zamber stated, "The board is grateful to Robert Miranda and
his firm for their meticulous efforts in managing the turnaround of
Victory Energy Corporation. The process was painstakingly long, but
we now see vast improvements in the Company's financial management
and reporting processes. During Bob's tenure as interim CEO, the
company hired a new management team and established an office in
Austin, Texas, where it is successfully searching for and engaging
in new oil and gas opportunities. Bob and his accounting firm
worked diligently with the independent auditors and the SEC to
bring Victory Energy back into compliance."
Robert J. Miranda commented, "Miranda & Associates has
worked very closely with the board of directors of Victory Energy
to achieve this turnaround. Our legal team, including board member
and attorney David McCall in Texas, and attorney Jonathan Michaels
in Newport Beach, will continue to focus on the judgment award and
continuing legal proceedings in Texas and California. We will
continue to work diligently with our independent auditors and with
the new members of the management team in Austin. There is still a
lot more to be done to recover our assets and we remain focused on
doing the right thing for Victory Energy and its shareholders."
Robert J. Miranda is managing director of Miranda &
Associates, A Professional Accountancy Corporation. He is a
graduate of the University of Southern California and Harvard
Business School. He is also a certified public accountant, duly
licensed in California. His 35 year career includes five years with
KPMG's audit practice, fifteen years as founder/CEO of a regional
CPA firm, five years as a national director of Deloitte &
Touche, and five years with Jefferson Wells, an international
consultancy. His executive management experience includes founding
and managing a regional professional services firm that operated
multiple offices in the United States and internationally. While
associated with Jefferson Wells, an international consultancy, Mr.
Miranda served as Global Operations Director and was responsible
for managing a team of 250 professionals that implemented an
enterprise wide Sarbanes-Oxley compliance program for a major
Chicago-based aerospace and defense firm.
About Victory Energy Corporation
Victory Energy Corporation is engaged in the exploration,
acquisition, development, and exploitation of oil and gas
properties. The Company's current producing assets are located in
the state of Texas.
Victory Energy seeks to identify proven development prospects,
conduct thorough geological and engineering evaluations and then
target suitable farm-in partners for long term development of
additional prospects.
For more information, please visit our website www.vyey.com.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
There are forward-looking statements contained in this news
release. They use such words as "intend," "will," "may," "expect,"
"believe," "plan," or other similar terminology. These statements
involve known and unknown risks, uncertainties and other factors,
which may cause the actual results to be materially different than
those expressed or implied in such statements. These factors
include, but are not limited to: risks associated with the
implementation of the Company's strategic growth plan; legislation
and government regulation including the ability to obtain
satisfactory regulatory approvals; conditions beyond the Company's
control such as weather, natural disasters, disease outbreaks,
epidemics or pandemics impacting the Company's customer base or
acts of war or terrorism; availability and cost of materials and
labor; demand for natural gas; cost and availability of capital;
competition; the Company's overall marketing, operational and
financial performance; economic and political conditions; the
continued service of the Company's executive officer; adverse
developments in and increased or unforeseen legal costs related to
the Company's litigation; the success of the Company's strategic
partnerships and joint venture relationships; the Company's ability
to pay certain debts; adoption of new, or changes in, accounting
policies and practices; adverse court rulings; results of other
litigation in which the Company is involved; and other factors
discussed from time to time in the Company's news releases, public
statements and/or filings with the Securities and Exchange
Commission. Forward-looking information is provided by Victory
Energy Corporation pursuant to the safe harbor established under
the Private Securities Litigation Reform Act of 1995 and should be
evaluated in the context of these factors. In addition, the Company
disclaims any intent or obligation to update these forward-looking
statements.
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CONTACT: Robert J. Miranda Chairman and Chief Executive Officer
714.480.0305 Investor Relations 714.227.0391
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