TGRO Tiger Oil and Energy Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

FORM 10-Q

  

(Mark One)

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from                 to

 

Commission file number 333-141875

 

TIGER OIL AND ENERGY, INC.

(Exact name of Registrant as specified in its charter)

 

NEVADA	20-5936198
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

7230 Indian Creek Ln., Ste 201

Las Vegas, NV 89149

(Address of principal executive offices)

 

(702) 839-4029

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 checkmark 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).

 

[X] Yes [  ] No (Not Required)

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of November 12, 2015, the Company had 42,728,159 issued and outstanding shares of its common stock and 42,013 issued shares of preferred stock.

 

 

TIGER OIL AND ENERGY, INC.

 

INDEX

 

		Page
PART I - FINANCIAL INFORMATION:		2
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II - OTHER INFORMATION		7
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	8
Signatures		9

 

  

PART I — FINANCIAL INFORMATION

 

The accompanying interim unaudited financial statements of Tiger Oil and Energy, Inc. (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company’s most recent annual financial statements for the year ended December 31, 2014 included in a 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2015. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the three and nine-months ended September 30, 2015 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2015.

 

  

TIGER OIL AND ENERGY, INC.

  

FINANCIAL STATEMENTS

June 30, 2015

  

		Page(s)
Condensed Consolidated Balance Sheets as of September 30, 2015(Unaudited) and December 31, 2014			F-1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014(Unaudited)			F-2
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014(Unaudited)			F-3
Notes to the Unaudited Financial Statements			F-4

 

 

TIGER OIL AND ENERGY, INC.
Condensed Consolidated Balance Sheets
		September 30,				December 31,
		2015				2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	519			$	17,026
Prepaid expenses and deposits			200				200
Total Current Assets			719				17,226
OTHER ASSETS
Oil and gas properties, net (full cost method)			404,837				404,837
TOTAL ASSETS		$	405,556			$	422,063
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	63,583			$	34,409
Accounts payable, related party			4,000				6,000
Notes payable			5,000				—
Notes payable - related party			5,200				200
Convertible notes payable - related party, net			600,000				596,712
Total Current Liabilities			677,783				637,321
LONG-TERM LIABILITIES
Asset retirement obligation			11,349				10,819
Total Long-Term Liabilities			11,349				10,819
TOTAL LIABILITIES			689,132				648,140
STOCKHOLDERS' DEFICIT
Preferred stock - 1,000,000 shares authorized,
$0.001 par value; 42,013 issued and outstanding			42				42
Common stock - 74,000,000 shares authorized,
$0.001 par value; 42,728,159 issued and outstanding			42,728				42,728
Additional paid-in capital			4,675,176				4,675,176
Accumulated deficit			(5,001,522	)			(4,944,023	)
Total Stockholders' Deficit			(283,576	)			(226,077	)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT		$	405,556			$	422,063
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

TIGER OIL AND ENERGY, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2015				2014				2015				2014
REVENUES		$	1,980			$	—			$	11,643			$	—
OPERATING EXPENSES
Accretion expense			181				165				530				485
Lease operating expense			89				—				526				—
General and administrative			7,986				7,950				42,183				57,204
Total Operating Expenses			8,256				8,115				43,239				57,689
LOSS FROM OPERATIONS			(6,276	)			(8,115	)			(31,596	)			(57,689	)
OTHER  INCOME (EXPENSE)
Interest expense			(7,688	)			(108,609	)			(25,903	)			(318,229	)
Gain on forgiveness of debt			—				—				—				2,450
Total Other Income (Expense)			(7,688	)			(108,609	)			(25,903	)			(315,779	)
LOSS BEFORE TAXES			(13,964	)			(116,724	)			(57,499	)			(373,468	)
Provision for income taxes			—				—				—				—
NET LOSS		$	(13,964	)		$	(116,724	)		$	(57,499	)		$	(373,468	)
TOTAL BASIC AND DILUTED
LOSS PER SHARE		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING -
BASIC AND DILUTED			42,728,159				42,728,159				42,728,159				42,728,159
The accompanying notes are a integral part of these condensed consolidated financials statements.

  

  

TIGER OIL AND ENERGY, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
		For the Nine Months Ended
		September 30,
		2015				2014
OPERATING ACTIVITIES
Net loss		$	(57,499	)		$	(373,468	)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Depreciation, amortization and accretion expense			530				485
Amortization of debt discount			3,288				295,890
Changes in operating assets and liabilities:
Deposits and prepaid expenses			—				(1,000	)
Accounts payable and accrued liabilities			27,174				13,908
Net Cash Used in Operating Activities			(26,507	)			(64,185	)
INVESTING ACTIVITIES
Purchase of oil and gas leases			—				(402,000	)
Net Cash Used in Investing Activities			—				(402,000	)
FINANCING ACTIVITIES
Proceeds from notes payable			5,000				—
Proceeds from note payable - related party			5,000				—
Repayments on note payable			—				(110,000	)
Proceeds from convertible debt			—				600,000
Net Cash Provided by Financing Activities			10,000				490,000
NET INCREASE (DECREASE) IN CASH		$	(16,507	)		$	23,815
CASH AT BEGINNING OF PERIOD			17,026				69
CASH AT END OF PERIOD		$	519			$	23,884
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Income taxes		$	—			$	—
Interest			—				3,300
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Beneficial conversion on convertible note		$	—			$	400,000
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  

TIGER OIL AND ENERGY, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2015 and December 31, 2014

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2015, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements. The results of operations for the periods ended September 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 - GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2015 and December 31, 2014

(Unaudited)

  

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Consolidation

 

The accompanying consolidated financial statements included all of the accounts of the Company and its wholly-owned subsidiaries, C2R, Inc., a Nevada Corporation, and Jett Rink Oil, LLC, a Kansas Limited Liability Company. All intercompany transactions have been eliminated.

 

Recent Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. Accordingly, the Company has adopted this standard as September 30, 2015.

 

Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks and financial instruments which mature within six months of the date of purchase.

 

Oil and Gas Properties

 

The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the purpose of finding oil and natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Proceeds from the sale of oil and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain or loss is recognized.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2015 and December 31, 2014

(Unaudited)

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Oil and Gas Properties (Continued)

 

Capitalized costs associated with impaired properties and capitalized costs related to properties having proved reserves, plus the estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 410 “Asset Retirement and Environmental Obligations” (FASB ASC 410), are amortized using the unit-of-production method based on proved reserves. Capitalized costs of oil and natural gas properties, net of accumulated amortization and deferred income taxes, are limited to the total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent, plus the cost of unevaluated properties.  Under certain specific conditions, companies could elect to use subsequent prices for determining the estimated future net cash flows. The use of subsequent pricing is no longer allowed. There are many factors, including global events that may influence the production, processing, marketing and price of oil and natural gas. A reduction in the valuation of oil and natural gas properties resulting from declining prices or production could adversely impact depletion rates and capitalized cost limitations. Capitalized costs associated with properties that have not been evaluated through drilling or seismic analysis, including exploration wells in progress at September 30, 2015, are excluded from the unit-of-production amortization. Exclusions are adjusted annually based on drilling results and interpretative analysis. 

 

Sales of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. If it is determined that the relationship is significantly altered, the corresponding gain or loss will be recognized in the statements of operations.

  

Costs of oil and gas properties are depleted using the unit-of-production method. For the nine months ended September 30, 2015, the Company recognized $-0- of depletion expense related to oil and gas production during the period.

 

Ceiling Test

 

In applying the full cost method, the Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the value of its proved reserves discounted at a ten percent interest rate of future net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties.  During the nine months ended September 30, 2015 and the year ended December 31, 2014, the Company had recorded $-0- of impairment expense in connection with the full cost ceiling test calculation.

 

 

TIGER OIL AND ENERGY, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2015 and December 31, 2014

(Unaudited)

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition

 

Revenues from the sale of oil and natural gas are recognized when the product is delivered at a fixed or determinable price, title has transferred, and collectability is reasonably assured.  For oil sales, this occurs when the customer takes delivery of oil from the operators’ storage tanks.

 

Earnings (Loss) per Share

 

The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. As of September 30, 2015 the Company has 1,200,000 potentially dilutive shares of common stock. However, since the Company is in a net loss position the effects are anti-dilutive.

 

NOTE 4 – OIL AND GAS PROPERTIES

 

On April 3, 2014, the Company signed an election to participate in the first of three wells with Toto Energy, LLC in Cowley County, Kansas. The Company will earn a 30 percent working interest and a 24.45 percent net royalty interest in the well. As of June 30, 2105, the Company has capitalized $213,000 of cash payments made to commence operations development of the well.

 

On May 10, 2014, the Company signed an election to participate in the second of three wells with Toto Energy, LLC in Cowley County, Kansas. The Company will earn a 30 percent working interest and a 24.45 percent net royalty interest in the well. As of June 30, 2015, the Company has capitalized $189,000 of cash payments made to commence operations development of the well.

 

Oil and gas properties are stated at cost. As of September 30, 2015 and December 31, 2014, oil and gas properties, net consisted of the following:

 

		September 30, 2015				December 31, 2014
Unproved properties		$	470,377			$	470,377
Impairment of oil and gas leases			(65,540	)			(65,540	)
Oil and gas properties, net		$	404,837			$	404,837

  

 

TIGER OIL AND ENERGY, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2015 and December 31, 2014

(Unaudited)

 

NOTE 5 – CONVERTIBLE NOTES PAYABLE

 

On January 3, 2014, the Company received $600,000 in connection with a convertible note financing commitment, the terms of which call for the Company to receive three tranches of $200,000 each on a callable convertible note wherein the Company borrows the sum at five percent interest for one year and the investor can elect to continue to receive the interest on the note or have the Company issue the investor shares of common stock of the Company at $0.50 per share to retire the debt. The notes came due on December 12, 2014, and as of September 30, 2015 the notes were in default. At September 30, 2015 accrued interest on the notes totaled $52,054.

 

The Company analyzed the convertible debts under ASC 470-20 and determined that a beneficial conversion feature existed at execution. The intrinsic value of the beneficial conversion feature was determined to be $400,000 and was recorded as additional paid-in capital with an offset to debt discounts. During the nine months ended September 30, 2015 and the year ended December 31, 2014, $3,288 and $396,712 of the debt discount was amortized to interest expense, respectively, leaving an ending debt discount balance of $-0- at September 30, 2015.

 

NOTE 6 – NOTES PAYABLE

 

On June 11, 2015 the Company borrowed $5,000 from a related-party entity. Pursuant to the terms of the note, the principal accrues interest at a rate of five percent per annum, is unsecured, and is due in full on June 11, 2016. At September 30, 2015 accrued interest on the note totaled $76.

 

On May 6, 2015 the Company borrowed $5,000 from an unrelated third-party entity. Pursuant to the terms of the note, the principal accrues interest at a rate of five percent per annum, is unsecured, and is due in full on May 6, 2016. At September 30, 2015 accrued interest on the note totaled $101.

 

NOTE 7 – ASSET RETIREMENT OBLIGATIONS

 

The total future asset retirement obligation is estimated by management based on the Company’s net working interests in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. At September 30, 2015 and December 31, 2014, the Company estimated the undiscounted cash flows related to asset retirement obligation to total approximately $105,000, respectively. The actual costs to settle the obligation are expected to occur in approximately 25 years. Through September 30, 2015, the Company established an asset retirement obligation of $9,860 for the wells acquired by the Company, which was capitalized to the value of the oil and gas properties. The fair value of the liability at September 30, 2015 and December 31, 2014 is estimated to be $11,349 and $10,819, respectively, using a risk free rate of 9.31 percent and inflation rates between 3.87 and 4.81 percent. Total accretion expense on the asset retirement obligation was $530 and $485 for the nine months ended September 30, 2015 and 2014, respectively.

  

 

TIGER OIL AND ENERGY, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2015 and December 31, 2014

(Unaudited)

 

NOTE 7 – ASSET RETIREMENT OBLIGATIONS (Continued)

 

Changes to the asset retirement obligation for the nine-month period ended September, 2015 and the year ended December 31, 2014 were as follows:

 

		September 30, 2015				December 31, 2014
Balance, beginning of period		$	10,819			$	7,023
Liabilities incurred			—				2,837
Disposal			—				—
Accretion expense			530				959
Balance, end of period		$	11,349			$	10,819

  

NOTE 8 – STOCKHOLDERS’ DEFICIT

 

The Company has 1,000,000 preferred shares authorized at a par value of $0.001 and 74,000,000 common shares authorized at par value of $0.001.  As of September 30, 2015 the Company has 42,013 shares of preferred stock and 42,728,159 shares of common stock issued and outstanding.  

 

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no other material subsequent events to report.

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

  

This 10Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

 

Going Concern

 

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion because uncertainties raise doubts about the Issuers ability to continue as a going concern.

 

Corporate Overview

 

Unless otherwise indicated, in this 10Q, references to “we,” “our,” “us,” the “Company,” “TGRO” refer to Tiger Oil and Energy, Inc., a Nevada corporation (formerly UTEC, Inc.). Future plans include the exploration, development and production of oil and gas in the United States. Our current focus is to secure financing to increase our holdings and develop our current oil and gas assets over the next twelve months.

 

The Company through its acquisition of Jett Rink LLC owns interests in two oil and gas wells for approximately 50 acres located in Creek County, State of Oklahoma, together with any personal property and lease equipment located thereon. These two wells are shut-in and produce no revenue.

 

On April 9, 2014 we elected to partner with TOTO Energy LLC and drill our first well on the Cowley County leases. The Company paid $24,000 for a 30% WI in the Stalnaker lease and agreed to spend $239,000 for our share of drilling costs of the Stalnaker 17-1 well. (paid). The operator intends to frac this well in the late spring of 2015.

 

On May 10, 2014 we elected to partner with TOTO Energy LLC and drill our second well on the Cowley County leases. The Company holds a 30% WI in the DeFore lease and agreed to spend $189,000 for our share of drilling costs of the DeFore 19-1 well. (paid). This well was fraced and is producing oil and revenue to the Company.

 

Our current focus is to secure financing to increase our holdings and develop our current oil and gas assets over the next twelve months.

 

For the Three Months Ended September 30, 2015 and 2014

 

Revenues

 

Revenues from continuing operations for the three-month period ended September 30, 2015 were $1,980, compared to $-0- for the comparable period of 2014. This increase resulted from oil and gas production from the Company’s Defore 19-1 well that commenced during 2015.

 

 

Operating Expenses

 

Operating expenses for the three months ended September 30, 2015 and 2014 were $8,256 and 8,115, respectively. The majority of these expenses related to general and administrative expenses totaling $7,986 and $7,950 for the three months ended September 30, 2015 and 2014, respectively. These general and administrative expenses include primarily consulting, legal and auditor fees, and increased pursuant to the commencement of the Company’s Defore 19-1 oil and gas operations. The Company also recognized accretion expense of $181 and $165 during the three months ended September 30, 2015 and 2014, respectively, as well as lease operating expenses of $89 for the three months ended September 30, 2015.

 

Other Income (Expenses)

 

During the three months ended September 30, 2015 and 2014 the Company recognized interest expense in the amount of $7,688 and $108,609, respectively. Interest expense decreased primarily due to the Company amortizing the debt discount of convertible debt to interest expense during 2014.

 

Net Loss

 

For the three months ended September 30, 2015 and 2014, the Company recognized a net loss in the amounts of $13,964 and $116,724, respectively. The decreased net loss was largely the result of the significant decrease in interest expense from 2014.

 

For the Nine Months Ended September 30, 2015 and 2014

 

Revenues

 

Revenues from continuing operations for the nine-month period ended September 30, 2015 were $11,643, compared to $-0- for the comparable period of 2014. This increase resulted from oil and gas production from the Company’s Defore 19-1 well that commenced during 2015.

 

Operating Expenses

 

Operating expenses for the nine months ended September 30, 2015 and 2014 were $43,239 and 57,689, respectively. The majority of these expenses related to general and administrative expenses totaling $42,183 and $57,204 for the nine months ended September 30, 2015 and 2014, respectively. These general and administrative expenses include primarily consulting, legal and auditor fees, and increased pursuant to the commencement of the Company’s Defore 19-1 oil and gas operations. The Company also recognized accretion expense of $530 and $485 during the nine months ended September 30, 2015 and 2014, respectively, as well as lease operating expenses of $526 for the nine months ended September 30, 2015.

 

Other Income (Expenses)

 

During the nine months ended September 30, 2015 and 2014 the Company recognized interest expense in the amount of $25,903 and $318,229, respectively. Interest expense decreased primarily due to the Company amortizing the debt discount of convertible debt to interest expense during 2014. Additionally, the Company recognized a gain on forgiveness of debt totaling $2,450 during the 2014 period.

 

Net Loss

 

For the nine months ended September 30, 2015 and 2014, the Company recognized a net loss in the amounts of $57,499 and $373,468, respectively. The decreased net loss was largely the result of the significant decrease in interest expense from 2014.

 

 

Liabilities

 

The Company’s liabilities primarily consist of current amounts payable or accrued expenses due to trade creditors of $63,583 and $34,409 at September 30, 2015 and December 31, 2014, respectively. Additionally the Company owes $4,000 and $6,000, respectively as related party accounts payable. At September 30, 2015 and December 31, 2014 the Company holds a note payable with an outstanding balance of $5,000 and $-0-, respectively, and a note payable to a related party with balances of $5,200 and $200 at September 30, 2015 and December 31, 2014, respectively. The new notes payable borrowings were consummated in order to fund business operations. The Company also has a convertible note payable with a net balance of $600,000 and $596,712 at September 30, 2015, and December 31, 2014, respectively. Additionally, the Company has a long-term asset retirement obligation with a balance of $11,349 and $10,819 at September 30, 2015 and 2014, respectively.

 

Liquidity and Capital Resources

 

As of September 30, 2015, the Company had $719 in current assets, consisting of $519 in cash, and deposits of $200, compared to $17,226 in current assets at December 31, 2014, which consisted of cash of $17,026 and deposits of $200. Total liabilities at September 30, 2015 totaled $689,132 compared to $648,140 at December 31, 2014. At September 30, 2015 the Company had a current ratio of 0.001.

 

The Company estimates that it will require $400,000 to accomplish its short-term goal of bringing shut-in wells back into production and the company's sole source of liquidity to this point has been through the sale of common stock. Such funding that is required to maintain liquidity will come in the form of equity sales of common stock.

 

Cash used in operations totaled $26,507 and $64,185 for the nine months ended September 30, 2015 and 2014, respectively. The decrease in cash used in operations results primarily from a decreased net loss for the period, partially offset by the prior period’s amortization of convertible debt discounts. Cash used in investing activities totaled $-0- and 402,000, respectively, and cash provided by financing activities totaled $10,000 and $490,000 for the nine months ended September 30, 2015 and 2014, respectively.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

As of September 30, 2015 under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures are not effective.

 

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

Evaluation of Internal Control Over Financial Reporting

 

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2015. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the fiscal year covered by this Quarterly Report on Form 10-Q that our internal control over financial reporting has not been effective.

  

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2015:

 

i)

Lack of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation.

 

ii)

Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.

 

iii)

Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

 

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

 

CHANGES IN INTERNAL CONTROLS.

 

There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

 

The Company has not taken any steps at this time to address these weaknesses but will formulate a plan before fiscal year ending December 31, 2015.

 

PART II - Other Information.

 

Item 1. Legal Proceedings

 

The Company has been enjoined with a multiple of others in a lawsuit the Company considers a frivolous and nuisance lawsuit. The Company believes the suit is without merit and will defend itself vigorously.

 

 

Item 1A. Risk Factors

 

None. 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

  

None

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

On January 1, 2014 the Board of Directors agreed to compensate its two directors at $1,000 per month each.

 

Item 6. Exhibits

 

Exhibits:

 

Exhibit No.		Document		Location
31.1		Rule 13a-41(a)/15d-14(a) Certificates		Included
31.2		Rule 13a-41(a)/15d-14(a) Certificates		Included
32.1		Section 1350 Certifications		Included

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TIGER OIL AND ENERGY, INC.

 

November 12, 2015

 

/s/ Kenneth B. Liebscher
Kenneth B. Liebscher, Director & CEO

  

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Kenneth B. Liebscher, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tiger Oil and Energy, Inc.

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to date a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

 

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(3)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls and procedures for financial reporting.

 

Date: November 12, 2015

/S/ Kenneth B. Liebscher

Signature:  Kenneth B. Liebscher

Title:   President, CEO

(Principal Executive Officer,)

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Howard Bouch, certify that:

 

1.  I have reviewed this Quarterly Report on Form 10-Q of Tiger Oil and Energy, Inc.;

 

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) - 15(f)) for the registrant and have:

 

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 12, 2015 

 

/s/ Howard Bouch
Howard Bouch
Chief Financial Officer
(Principal Accounting Officer)

  

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the period ended September 30, 2015 of Tiger Oil and Energy, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.

 

Very truly yours,
/s/ Kenneth B. Liebscher
Kenneth B. Liebscher
Chief Executive Officer
/s/ Howard Bouch
Howard Bouch
Chief Financial Officer
Dated: November 12, 2015

  

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Tiger Oil and Energy, Inc. and will be furnished to the Securities and Exchange Commission or its staff upon request.