10-K/A 1 v168047_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
________________________
 
FORM 10-K/A
__________________________
 
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended March 31, 2009

o 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________

 
Commission file number:  333-82580

SIGNATURE EXPLORATION AND PRODUCTION CORP.
(Exact name of registrant as specified in its charter)
____________________

Delaware
(State or other Jurisdiction of
Incorporation or Organization)
 
59-3733133
(IRS Employer I.D. No.)
___________________________
 
3200 Southwest Freeway, Ste 3300
Houston, Texas 77027
Phone: (888) 895-3594
Fax: (888) 800-5918
 (Address and telephone number of
principal executive offices)
___________________________
 

 
Securities registered under Section 12 (b) of the Exchange Act:
 
         
 
    Title of each class   
 
    Name of each exchange on which registered    
 
 
None
 
None
 
         
 
Securities registered under Section 12(g) of the Exchange Act:
 
     
 
                       $0.0001 Par Value Common Stock                                    
 
 
Title of Class
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No þ  
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o 
 
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  o         Accelerated filer o        
Non-accelerated filer o          Smaller reporting company   þ

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  Yes o  No þ  

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2009, the last business day of the registrant’s most recently completed first quarter, based on the closing price on that date of $0.08 on the Over the Counter Bulletin Board, was approximately $44,300.

EXCEPT WHERE AND AS OTHERWISE STATED TO THE CONTRARY IN THIS ANNUAL REPORT, ALL SHARE AND PRICES PER SHARE HAVE BEEN ADJUSTED TO GIVE RETROACTIVE EFFECT TO THE CHANGE IN THE PRICE PER SHARE OF THE COMMON STOCK RESULTING FROM THE FIFTY -FOR-ONE REVERSE SPLIT OF THE COMMON STOCK THAT TOOK EFFECT ON MAY 5, 2008.

Documents Incorporated by Reference
None

 
 

 

EXPLANATORY NOTE

Signature Exploration and Production Corp. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for its fiscal year ended March 31, 2009, as filed with the Securities and Exchange Commission on July 14, 2009 (the “Original March 2009 Form 10-K”), primarily to correct an error in recording a loss related to a substantial modification of certain shareholder loans and to correct the resulting effects upon additional paid in capital and accumulated deficit.
 
Actual Changes in the Original March 2009 Form 10-K. The actual changes in the Original March 2009 Form 10-K included in this Amendment No. 1 are amendments to Part II that include: (a) amended and restated Consolidated Balance Sheet as of March 31, 2009, (b) amended and restated Consolidated Statement of Operations for the year ended March 31, 2009, (c) amended and restated Consolidated Statement of Stockholders’ Equity for the year ended March 31, 2009, (d) amended and restated Consolidated Statement of Cash Flows for the year ended March 31, 2009, and (e) an amended Note 5,7, 9, and 8 with the addition of Note 12.
 
Notwithstanding that there are no changes in most of the Notes to the Consolidated Financial Statements included in this Amendment No. 1, a complete Form 10-K document including a complete set of the Consolidated Financial Statements (together with all of the Notes from the Original March 2009 10-K) has been included in this Amendment No. 1, for convenient reference.
 
In addition, see additional amended filings of the Company for relevant subsequent events.

 
ii

 


SIGNATURE EXPLORATION AND PRODUCTION CORP.
FORM 10-K/A

TABLE OF CONTENTS

PART I
 
2
       
 
ITEM 1.
DESCRIPTION OF BUSINESS
2
 
ITEM 1A.
RISK FACTORS
4
 
ITEM 1B.
UNRESOLVED STAFF COMMENTS
8
 
ITEM 2.
PROPERTY
8
 
ITEM 3.
LEGAL PROCEEDINGS
8
 
ITEM 4.
SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
8
     
Part II
 
9
       
 
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9
 
ITEM 6.
SELECTED FINANCIAL DATA
10
 
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATION
10
 
ITEM 7A.
QUANTITIATIVE AND QUILITATIVE DISCLOSERS ABOUT MARKET RISK
13
 
ITEM 8.
FINANCIAL STATEMENTS
13
 
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
13
 
ITEM 9A.
CONTROLS AND PROCEDURES
13
 
ITEM 9B.
OTHER INFORMATION
15
     
PART III
 
15
       
 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
15
 
ITEM 11.
EXECUTIVE COMPENSATION
16
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
17
 
ITEM 13.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
18
 
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
18
     
PART IV
 
20
       
 
ITEM 15.
EXHIBITS
20
 
 
iii

 

Forward Looking Statements
 
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts are forward-looking statements. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” or similar expressions used in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. 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 us in those statements include, among others, the following:

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
other factors discussed under Item 1A Risk Factors with the heading “Risks Related To Our Business”.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this report.

 
1

 

PART I

ITEM 1.
DESCRIPTION OF BUSINESS
 
Company Background
 
Our company was incorporated in the State of Delaware on April 4, 2001, under the name of “Flagstick Ventures, Inc.” On March 28, 2008, a majority of our stockholders approved changing our name to Signature Exploration and Production Corp. as our business model had changed to becoming an independent energy company engaged in the acquisition and development of crude oil and natural gas leases in the United States.  As of March 31, 2009, we have not yet generated revenues or incurred expenses related to the energy operations.

Our common stock is quoted for trading on the OTC Bulletin Board under the symbol SXLP.

Our principal executive offices are located at 201 St. Charles Avenue, Ste 2500, New Orleans, Louisiana 70170. Our telephone number is (504) 599-5929.

Business Strategy

We intend to build our business through the acquisition of producing oil and natural gas wells, interests and leases. Our strategy is to combine the secure and reliable revenue source of non-operated interest from producing oil wells with the potential of an oil and gas exploration project. We plan to purchase non-operated interests, acquire a development stage exploration property and carry out an exploration program on the acquired property.
 
Our search for oil and gas leases or interests in leases has been directed towards small and medium-sized oil and natural gas production companies and properties. For our initial acquisitions, we are seeking lower risk property interests. In building our portfolio of oil and gas interests, we intend to include non-operated interests in producing wells and exploration interests in a development stage oil and gas properties. As we continue to development our portfolio of interests, we will search for properties and interests that have the following qualities:
 
 
·
at least developmental drilling in proven producing areas;
 
·
significant additional production capacity through developmental drilling, recompletions and workovers;
 
·
further developmental potential; and
 
·
in some cases, ability to assume operatorship or appointment of a known operator with relevant experience in the area.

Seasonality

The exploration for oil and natural gas reserves depends on access to areas where operations are to be conducted. Seasonal weather variations, including freeze-up and break-up affect access in certain circumstances.  Natural gas is used principally as a heating fuel and for power generation.  Accordingly, seasonal variations in weather patterns affect the demand for natural gas.  Depending on prevailing conditions, the prices received for sales of natural gas are generally higher in winter than summer months, while prices are generally higher in summer than spring and fall months.

Markets

We are currently in the exploration stage and we have not generated revenues. We are not producing oil or gas and we have no customers. The availability of a ready market and the prices obtained for oil and gas produced depend on many factors, including the extent of domestic production and imports of oil and gas, the proximity and capacity of natural gas pipelines and other transportation facilities, fluctuating demand for oil and gas, the marketing of competitive fuels, and the effects of governmental regulation of oil and gas production and sales.

 
2

 
 
A ready market exists for domestic oil and gas through existing pipelines and transportation of liquid products. Whether there exists an international market depends upon the existence of international delivery systems and on political and pricing factors.
 
Competition

The strength of commodity prices has resulted in significantly increased operating cash flows and has led to increased drilling activity.  This industry activity has  increased  competition  for undeveloped lands; skilled personnel; access  to  drilling rigs, service rigs and  other  equipment;  and  access  to processing and  gathering  facilities,  all  of  which  may  cause drilling and operating costs to increase.  Some of our competitors are larger than us and have substantially greater financial and marketing resources.  In addition, some of our competitors may be able to secure products and services from vendors on more favorable terms, offer a greater product selection, and adopt more aggressive pricing policies than we can.

 Government Regulation

Our operations will be subject to various types of regulation at the federal, state and local levels. Such regulation includes requiring permits for the drilling of wells; maintaining bonding requirements in order to drill or operate wells; implementing spill prevention plans; submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to oil and gas operations; and regulating the location of wells, the method of drilling and casing wells, the use, transportation, storage and disposal of fluids and materials used in connection with drilling and production activities, surface usage and the restoration of properties upon which wells have been drilled, the plugging and abandoning of wells and the transporting of production.
 
Our operations will be also subject to various conservation matters, including the regulation of the size of drilling and of spacing units or proration units, the number of wells which may be drilled in each unit, and the unitization or pooling of oil and gas properties. In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases, which may make it more difficult to develop oil and gas properties. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally limit the venting or flaring of gas, and impose certain requirements regarding the ratable purchase of production. The effect of these regulations is to limit the amounts of oil and gas we may be able to produce from our wells and to limit the number of wells or the locations at which we may be able to drill.
 
Operations on properties in which we have an interest are subject to extensive federal, state and local environmental laws that regulate the discharge or disposal of materials or substances into the environment and otherwise are intended to protect the environment. Numerous governmental agencies issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial administrative, civil and criminal penalties and in some cases injunctive relief for failure to comply.
 
Some laws, rules and regulations relating to the protection of the environment may, in certain circumstances, impose “strict liability” for environmental contamination. These laws render a person or company liable for environmental and natural resource damages, cleanup costs and, in the case of oil spills in certain states, consequential damages without regard to negligence or fault. Other laws, rules and regulations may require the rate of oil and gas production to be below the economically optimal rate or may even prohibit exploration or production activities in environmentally sensitive areas. In addition, state laws often require some form of remedial action, such as closure of inactive pits and plugging of abandoned wells, to prevent pollution from former or suspended operations.
 
Legislation has been proposed in the past and continues to be evaluated in Congress from time to time that would reclassify certain oil and gas exploration and production waste as hazardous waste. If such reclassification is successful, it would make these wastes subject to much more stringent storage, treatment, disposal and clean-up requirements, which could have a significant adverse impact on operating costs. From time to time initiatives to further regulate the disposal of oil and gas wastes are also proposed in certain states and may include initiatives at the county, municipal and local government levels. These various initiatives could have a similar adverse impact on operating costs.
 
 
3

 
 
The regulatory burden of environmental laws and regulations increases our cost and risk of doing business and consequently affects our profitability. The federal Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, also known as the “Superfund” law, imposes liability, without regard to fault, on certain classes of persons with respect to the release of a “hazardous substance” into the environment. These persons include the current or prior owner or operator of the disposal site or sites where the release occurred and companies that transported, disposed or arranged for the transport or disposal of the hazardous substances found at the site. Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. It is not uncommon for the federal or state government to pursue such claims. The federal Environmental Protection Agency and various state agencies continue to promulgate regulations that limit the disposal and permitting options for certain hazardous and non-hazardous wastes.
 
It is also not uncommon for neighboring landowners and other third parties to file claims for personal injury or property or natural resource damages allegedly caused by the release of hazardous substances into the environment.
 
Employees

We have assembled a management team led by our CEO, Scott Allen and CFO Steven Weldon. None of our employees are covered by a collective bargaining agreement, nor have we experienced a strike or other adverse work stoppage due to organized labor.

ITEM 1A.
RISK FACTORS
 
Risks Specific to Our Company
 
We have limited operating funds, and our ability to continue as a going concern is dependent upon our ability to obtain additional capital to operate the business.
 
We have experienced net losses since April 4, 2001, which losses have caused an accumulated deficit of approximately $2,029,000 as of March 31, 2009. In addition, we have consumed net cash used in operating activities of approximately $129,000 and $18,000 for the years ended March 31, 2009 and 2008, respectively. We will require additional funds to sustain and expand our current business, and to continue implementing our business plan. Our lack of sufficient financing to implement our business plan, and our expectation to continue operating losses for the foreseeable future raises substantial doubt about our ability to continue as a going concern.
 
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our independent registered certified public accounting firm has issued its report, which includes an explanatory paragraph for going concern uncertainty on our financial statements as of March 31, 2009. Our ability to continue as a going concern is heavily dependent upon our ability to obtain additional capital to sustain operations. Currently, we have no commitments to obtain additional capital, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

Since we are in the early stage of development and have a limited operating history, it may be difficult for you to assess our business and future prospects.
 
We have no history of revenues from oil and natural gas operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. With this limited operating history our company must be considered in the exploration stage. Our success is significantly dependent on a successful acquisition, drilling, completion and production program. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company. 

 
4

 

We will need additional capital, the availability of which is uncertain, to fund our business and complete the implementation of our business plan.
 
We will require additional financing in order to carry out our business plan. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. There can be no assurance that we will obtain such additional capital on a timely basis, on favorable terms, or at all. If we are unable to generate the required amount of additional capital, our ability to meet our financial obligations and to implement our business plan may be adversely affected.
 
Our current management does not have experience in managing a public company; this may negatively impact our business operations.
 
Mr. Scott Allen is currently serving as our CEO.  Mr. Allen has not had any previous experience managing a public company. There can be no assurance that we will be able to effectively manage the expansion of our operations, that our systems, procedures, or controls will be adequate to support our operations or that our management team will be able to achieve the rapid execution necessary to fully exploit the market opportunity. Any inability to operate our business, manage our growth, comply with the regulatory requirements of a company subject to regulation by governmental agencies such as the Securities & Exchange Commission could reduce the efficiency of our business operations, thereby causing our operating expenses to increase and our operating margins to decrease.

As we have incurred losses since inception, we are not now, nor will we be in the foreseeable future, in a position to pay dividends on our issued and outstanding stock.
 
We have never declared or paid cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business.
 
Our management may be unable to effectively integrate future acquisitions and to manage our growth and we may be unable to fully realize any anticipated benefits of these acquisitions.
 
Our future results will depend in part on our success in implementing our growth and acquisition strategy. Our ability to implement this strategy will be dependent on our ability to identify, consummate and successfully assimilate acquisitions on economically favorable terms. In addition, acquisitions involve a number of special risks that could adversely affect our operating results, including the diversion of management’s attention, failure to retain key acquired personnel, risks associated with unanticipated events or liabilities, legal, accounting and other expenses associated with acquisitions, some or all of which could increase our operating costs, reduce our revenues and cause a material adverse effect on our business, financial condition and results of operations. We have no preliminary agreements or understandings to acquire or be acquired by a company as of the date of this prospectus.
 
Risks Specific to Our Industry
 
We face strong competition from larger oil and gas companies, which could harm our business and ability to operate profitably.
 
The exploration and production of oil and gas business is highly competitive. Other oil and gas companies will compete with us by bidding for exploration and production licenses and other properties and services that we will need to operate our business in the countries in which we expect to operate. This competition is increasingly intense as prices of oil and natural gas on the commodities markets have risen in recent years. Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital from investors.
 
Oil and gas properties have limited lives and, as a result, we may seek to replace and expand our reserves through the acquisition of new properties. In addition, there is a limited supply of desirable oil and gas lands available in North America where we would consider conducting exploration and/or production activities. The major oil and gas companies are often better positioned to obtain the rights to exploratory acreage for which we may compete.
 
 
5

 
 
Competitors include larger, foreign owned companies, which, in particular, may have access to greater resources than us, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations. These factors may give them a competitive advantage. Oil and natural gas exploration and development activities are dependent on the availability of drilling and related equipment, transportation, power and technical support in the particular areas and our access to these facilities may be limited due to high competition. Shortages and/or the unavailability of necessary equipment or other facilities will impair our activities, either by delaying our activities, increasing our costs or otherwise.
 
We may not be able to develop oil and gas reserves on an economically viable basis.
 
To the extent that we succeed in discovering oil and/or natural gas reserves at our future properties, we are not sure that these reserves will be capable of supporting production levels we project or in sufficient quantities to be commercially viable. These risks are more acute in the early stages of exploration. Our expenditures on exploration may not result in new discoveries of oil or natural gas in commercially viable quantities. It is difficult to project the costs of implementing an exploratory drilling program due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as over pressured zones, tools lost in the hole, changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof.
 
We may encounter operating hazards related to oil and gas exploration and production, which may result in substantial losses to our business and your investment.
 
We are subject to operating hazards normally associated with the exploration and production of oil and gas, including unexpected formations or pressures, premature declines of reservoirs, blowouts, sour gas release, explosions, craterings, pollution, earthquakes, labor disruptions, fires, pipeline ruptures, oil spills, the invasion of water into producing formations and other environmental hazards and risks. The occurrence of any such operating hazards could result in substantial losses to us due to injury or loss of life and damage to or destruction of oil and gas wells, formations, production facilities or other properties, which could result in substantial losses to our business.
 
Our business is subject to environmental legislation and any changes in such legislation could negatively affect our results of operations.

The oil and gas industry is subject to many laws and regulations which govern the protection of the environment, health and safety and the management, transportation and disposal of hazardous substances. These laws and regulations may require removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some of the laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation and abandonment orders.

The costs arising from compliance with environmental and natural resource laws and regulations may increase our costs of operations, as well as further restrict our operations. If the costs of such compliance exceeds what we may have budgeted for, our ability to earn revenues will be harmed. Any regulatory changes that impose additional environmental restrictions or requirements on us could adversely affect us through increased operating costs, which could have a material adverse effect on our results of operations.

Any oil and gas we may discover or produce may not be readily marketable at the time of production, delaying our ability to generate meaningful revenue.

Crude oil, natural gas, condensate and other oil and gas products are generally sold to other oil and gas companies, government agencies and other industries. Natural gas associated with oil production is often not marketable due to demand or transportation limitations and is often flared at the producing well site. Pipeline facilities do not exist in certain areas of exploration and, therefore, any actual sales of discovered oil and gas might be delayed for extended periods until such facilities are constructed.

 
6

 

Risks Related to Our Securities

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 
·
that a broker or dealer approve a person's account for transactions in penny stocks; and

 
·
the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 
·
obtain financial information and investment experience objectives of the  person; and

 
·
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 
·
sets forth the basis on which the broker or dealer made the suitability determination; and

 
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
Future sales of shares may adversely impact the value of our stock

We will seek to raise additional capital through the sale of our common stock. Future sales of our common stock could cause the market price of our common stock to decline.

Possible issuance of additional shares may impact the price of our stock

Our Certificate of Incorporation authorizes the issuance of 250,000,000 shares of common stock. Approximately 99% of our authorized common stock remains un-issued. Our Board of Directors has the power to issue any or all of such additional common stock without stockholder approval. Investors should be aware that any stock issuances might result in a reduction of the book value or market price, if any, of the then outstanding common stock. If we were to issue additional common stock, such issuance will reduce proportionate ownership and voting power of the other stockholders. Also, any new issuance of common stock may result in a change of control.

 
7

 

Our share price may be highly volatile.
 
The market prices of equity securities of small companies have experienced extreme price volatility in recent years not necessarily related to the individual performance of specific companies. Factors such as announcements by us, or our competitors concerning products, technology, governmental regulatory actions, other events affecting healthcare companies generally and general market conditions may have a significant impact on the market price of our shares and could cause it to fluctuate substantially.

If we complete future acquisitions, we may dilute existing stockholders by issuing more of our common stock or we may incur expenses related to debt and goodwill, which could reduce our earnings.
 
We may issue equity securities in future acquisitions that could be dilutive to our stockholders. We also may incur additional debt in future acquisitions. Interest expense on debt incurred to fund our acquisitions may significantly reduce our profitability. While goodwill and other intangible assets with indefinite lives are not amortized to expense under generally accepted accounting principles, we would be required to review all of these assets at regular intervals for impairment and to charge an appropriate amount to expense when we identify impairment. If we identify impairment and are required to write-off a significant portion of our intangible assets at one time, then there could be a material adverse impact on our stock price.

ITEM 1B.
UNRESOLVED STAFF COMMENTS

None

ITEM 2.
PROPERTY

Our executive offices are located at 3200 Southwest Freeway, Ste 3300, Houston, Texas 77027.

ITEM 3.
LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding or litigation.  In addition, none of our property is the subject of a pending legal proceeding.  We are not aware of any legal proceedings against the Company or our property contemplated by any governmental authority.

ITEM 4.
SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable
 
 
8

 

Part II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common stock is quoted on the OTC Bulletin Board under the symbol "SXLP".

For the periods indicated, the following table sets forth the high and low per share intra-day sales prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
 
For the periods indicated, the following table sets forth the high and low per share intra-day sales prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
 
Fiscal Year 2009
 
High ($)
   
Low ($)
 
Fourth Quarter
  $ 0.19     $ 0.05  
Third Quarter
  $ 0.19     $ 0.10  
Second Quarter
  $ 0.51     $ 0.19  
First Quarter
  $ 0.51     $ 0.12  
Fiscal Year 2008
               
Fourth Quarter
  $ 1.00     $ 0.15  
Third Quarter
  $ 2.00     $ 0.10  
Second Quarter
  $ 2.00     $ 1.05  
First Quarter
  $ 2.50     $ 0.75  
 
Dividends and Dividend Policy
 
We have never declared or paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will pay dividends in the future. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
 
Recent Sales of Unregistered Securities
On March 4, 2009, we modified promissory notes in the amount of $202,500  which are now included in convertible debt. Interest has accrued on the outstanding principal balance from October 10, 2006 at a rate of 10 percent per annum. The note holder has the sole option of converting the principal and interest represented by these notes into our common stock at a strike price equal to a $0.01. The note holder will only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holder beneficially owning more than 9.9% of the issued and outstanding common shares of the Company.  The company recognized a loss of $202,500 and $-0- as a result of this modification as of March 31, 2009 and 2008, respectively.

During 2007, we sold in private placements promissory notes totaling $50,000 to a stockholder.  Interest accrued on the outstanding principal balance at a rate of 10 percent per annum. The note holder has the sole option of converting the principal and interest represented by these notes into our common stock at a strike price equal to a $0.01. These notes are currently in default. The company recognized $-0- and $18,500 of interest expense as a result of this conversion feature as of March 31, 2009 and 2008, respectively.

 
9

 

Equity Compensation Plan Information

The 2007 Amended Stock Option Plan was adopted by the Board of Directors on February 6, 2008. Under this plan, a maximum of 8,000,000 shares of our common stock, par value $0.0001, were authorized for issue. The vesting and terms of all of the options are determined by the Board of Directors and may vary by optionee; however, the term may be no longer than 10 years from the date of grant.  No options have been granted under this plan as of March 31, 2008.

On August 11, 2005, the Board of Directors adopted the 2005 Restricted Stock Plan (the “2005” Plan”) and it was approved on August 11, 2005 by a majority of our stockholders at the 2005 Annual Meeting. The terms of the 2005 Plan provide for grants of restricted stock awards.
 
Under the 2005 Plan, the total number of shares of restricted common stock that may be subject to the granting of Awards during the term of the 2005 Plan shall be equal to 5,000,000 shares. Shares with respect to which awards previously granted that are forfeited, cancelled or terminated are returned to the plan and may be reissued. A grant of 4,000 shares was made to a director and 2,000 shares to an employee.  The director forfeited 1,400 shares on April 21, 2006 when he resigned and the employee forfeited 200 shares on May 31, 2006 when he was terminated.

ITEM 6.
SELECTED FINANCIAL DATA

N/A

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATION

The following discussion of our plan of operation, financial condition and results of operations should be read in conjunction with the Company’s financial statements, and notes thereto, included elsewhere herein.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors including, but not limited to, those discussed in this Annual Report.

Overview
 
Our company was incorporated in the State of Delaware on April 4, 2001, under the name of “Flagstick Ventures, Inc.” On March 28, 2008, a majority of our stockholders approved changing our name to Signature Exploration and Production Corp. as our business model had changed to becoming an independent energy company engaged in the acquisition and development of crude oil and natural gas leases in the United States.  As of March 31, 2009, we have not yet generated revenues or incurred expenses related to the energy operations.

Plan of Operation
 
We intend to build our business through the acquisition of producing oil and natural gas wells, interests and leases. Our strategy is to combine the secure and reliable revenue source of operating and non-operated interest from producing oil wells with the potential of an oil and gas exploration project. We plan to purchase operating and non-operated interests, acquire a development stage exploration property and carry out an exploration program on the acquired property.
 
The Company continues to operate with very limited capital. Since our inception in 2001, we have been unable to locate a consistent source of additional financing for use in our operational or expansion plans. The Company is currently attempting to raise sufficient funds to purchase leases of oil and gas properties.  We can give no assurances that the Company will be able to purchase any leases.  Each oil and gas property in which we obtain an interest in will have an operator who will be responsible for marketing production.

 
10

 
On February 3, 2009, we entered into a Letter of Intent to acquire a thirty percent interest in a lease located in the Southwest corner of Young County, Texas. The property is approximately 160 acres.  The lease and subject area has had five producing wells with two selling both oil and gas.  Also, on February 24, 2009, we entered into a Letter of Intent to review and analysis information concerning oil and gas leases in on 70 acres in Barber County, Kansas.  There are two wells currently located on the west side of prospect along with another well on the south west corner of the property producing oil and natural gas. Even though both of these Letters of Intents have expired, we are continuing to negotiate definitive agreements with both parties.

Cash Requirements
 
We estimate that we will require an additional $405,000 to fund our currently anticipated requirements for ongoing operations for our existing business for the next twelve-month period. We expect to pay $35,000 for professional fees and expense related to being a public company, $40,000 for expenses related to general operations and $19,000 for a rent settlement.  We will also need approximately $330,000 to repay $295,000 of notes payable and the related interest of approximately $35,000.

Based upon our cash position, we will need to raise additional capital prior to the end of the second quarter of 2009 in order to fund current operations. These factors raise substantial doubt about our ability to continue as a going concern.  We are pursuing several alternatives to address this situation, including the raising of additional funding through equity or debt financings.  We are in discussions with our existing stockholders to provide additional funding in exchange for notes or equity.   In order to finance existing operations and pay current liabilities over the next twelve months, we will need to raise $405,000 of capital. However, there can be no assurance that the requisite financing will be consummated in the necessary time frame or on terms acceptable to us.  Should we be unable to raise sufficient funds, we may be required to curtail our operating plans or possibly cease operations.  No assurance can be given that we will be able to operate profitably on a consistent basis, or at all, in the future.

Results of Operations
 
Comparison of the fiscal year ended March 31, 2009 and March 31, 2008.

FINANCIAL INFORMATION

   
2009
   
2008
 
General and administrative
  $ 117,000     $ 151,000  
Other expense
    226,000       30,000  
Gain/(loss) from discontinued operations
    -       85,000  
Net loss
  $ (343,000 )   $ (96,000 )

General and Administrative.  General and administrative expenses decreased by $33,000 in 2009.  This decrease can be attributed to the decrease in costs associated with professional and consulting fees of approximately $39,000 and an increase in costs associated with payroll expenses and investor relations of $6,000.  In May 2006, we entered into a one year agreement with Scott Allen, our Chief Executive Officer, to assist in business development and expansion.  Mr. Allen was compensated with 5,000,000 shares of restricted common stock valued at $350,000 which is being charged to general and administrative expenses ratably over the term of the agreement.  Approximately $0 and $39,000 has been included in consulting fees the years ended March 31, 2009 and 2008, respectively.
 
Other Expenses.  Other expenses increased by $196,000 in 2009 due to an increase of $12,000 of interest expense on notes payable, and increase of $203,000 from a loss on a loan modification, and a decrease of $19,000 relating to interest in the beneficial conversion feature of convertible debt recorded in 2009.
 
Gain/(loss) From Discontinued Operations.  We discontinued our diabetic treatment segment and our orthotics and prosthetics joint venture in 2008.  This resulted in a loss from discontinued operations of $16,000 for our diabetic treatment segment and $86,000 for our orthotics and prosthetics segment for 2007 and a gain of $-0- and $85,000 from our orthotics and prosthetics segment as of March 31, 2009 and 2008, respectively.

 
11

 

 Net Loss.  Net loss increased by $247,000 primarily as a result of the loss on the loan modification of $203,000, offsetting this was lower professional and consulting fees, and a gain of $85,000 related to discontinued operations of our diabetic treatment and orthotics and prosthetics segments.
 Liquidity and Capital Resources
 
We had cash balances totaling approximately $4,000 as of March 31, 2009.   Historically, our principal source of funds has been cash generated from financing activities.
 
Cash flow from operations. We have been unable to generate either significant liquidity or cash flow to fund our current operations. We anticipate that cash flows from operations will be insufficient to fund our business operations for the next twelve-month period.
 
Cash flows from investing activities.  There was no cash provided by investing activities for the years ended March 31, 2008 and 2009.

Cash flows from financing activities. Net cash provided by financing activities was generated from secured promissory notes that total $132,500 and $102,500 for the years ended March 31, 2009 and 2008.  Net cash used in financing activities relating to discontinued operation totaled $0 for the year ended March 31, 2009 and net cash provided by discontinued operation of $157,300 as of March 31, 2008.

 Variables and Trends
 
We have no operating history with respect to our acquisition and development of oil and gas properties. In the event we are able to obtain the necessary financing to move forward with our business plan, we expect our expenses to increase significantly as we grow our business. Accordingly, the comparison of the financial data for the periods presented may not be a meaningful indicator of our future performance and must be considered in light these circumstances.
  
Critical Accounting Policies
  
We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available to us. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results can be found on page F-6, Note 3 of the audited financial statements. 
  
Commitments
 
Except as shown in the following table, as of March 31, 2009, we did not have any material capital commitments, other than funding our operating losses and repaying outstanding debt. It is anticipated that any capital commitments that may occur will be financed principally through borrowings from stockholders (although such additional financing has not been arranged). However, there can be no assurance that additional capital resources and financings will be available to us on a timely basis, or if available, on acceptable terms.
 
Future payments due on our contractual obligations as of March 31, 2009 are as follows:
 
Lease settlement liability
  $ 19,000  
Loans from stockholders
    38,500  
Convertible notes
    252,500  
Other loans
    4,000  
Accrued interest
    35,000  
         
Total
  $ 349,000  

 
12

 

Off Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Stock-Based Compensation
 
Please see page F-6, Note 3 of the audited financial statements. 
 
Recent Accounting Pronouncements
 
Please see page F-6, Note 3 of the audited financial statements. 
 
ITEM 7A.
QUANTITIATIVE AND QUILITATIVE DISCLOSERS ABOUT MARKET RISK

N/A

ITEM 8.
FINANCIAL STATEMENTS

The financial statements required to be filed hereunder are set forth on pages F-1 through F-6 and are incorporated herein by this reference.

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

On November 1, 2007, we were notified by Tedder, James, Worden & Associates, P.A. in a letter dated October 31, 2007, that they had been recently acquired and therefore would be resigning as the independent registered auditor for the Company. Cross, Fernandez, Riley, LLP was appointed as the Company's new auditor on November 5, 2007. The audit reports of Tedder, James, Worden & Associates, P.A. on our consolidated financial statements as of and for the years ended March 31, 2007 and March 31, 2006 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles; however, the report contained a modification paragraph that expressed substantial doubt about our ability to continue as a going concern.
 
On May 29, 2008, Cross, Fernandez and Riley, LLP, was dismissed by the Board of Directors as our auditors. The dismissal was recommended and approved by the board of directors on May 28, 2008. The Registrant does not have an audit or similar committee. The decision to engage Mark Bailey & Company, Ltd. was approved by the board of directors on May 29, 2008.
 
Other than these changes, there were no other changes in or disagreements with our accountants on accounting and financial disclosure during the last two fiscal years.
  
ITEM 9A.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2007 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

 
13

 

Management’s Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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.  Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.  The internal controls for the Company are provided by executive management’s review and approval of all transactions.  Our internal control over financial reporting also includes those policies and procedures that:
 
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.
 
Identified Material Weaknesses
 
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.


 
·
one individual who, as an officer and director of the Company, has sole access and authority to receive cash and make cash disbursements.
 
·
material misstatement in the recording of a loss as a result of a loan modification.
 
Management’s Remediation Initiatives
 
As a result of our findings, we have begun to remediate the deficiency.  In an effort to remediate the identified material weakness and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 
14

 

 
1.
Identify and/or retain a second employee or member of management who is appropriately trained who will also have duel control with respect to the receipt of cash and the making of cash disbursements; and
 
2.
Establish formal general accounting policies and procedures.
 
Additionally, we plan to test our updated controls and remediate our deficiencies by March 31, 2010.
 
Conclusion
 
As a result of management's assessment of the effectiveness of our internal control over financial reporting as of March 31, 2009, and the identification of the material weakness set forth above, management has concluded that our internal control over financial reporting is not effective.  It is reasonably possible that, if not remediated, the material weaknesses noted above, could result in a material misstatement in our reported financial statements that might result in a material misstatement in a future annual or interim period.  In light of the identified material weakness and the conclusion that our internal control over financial reporting is not effective, management will take the remediation initiatives set forth above.  In addition management performed (1) additional review of the area described above, and (2) performed additional analyses, including but not limited to a detailed balance sheet and statement of operations analytical review. These procedures were completed so management could gain assurance that the financial statements and schedules included in this Form 10-K fairly present in all material respects the financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

The changes noted above, are the only changes during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting, as required by Rules 13a-15(d) and 15d-15(d) under the exchange Act.

ITEM 9B.
OTHER INFORMATION

None.

PART III

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The names of our executive officers and directors, their ages as of June 25, 2008, and the positions currently held by each are as follows:

Name
 
Age
 
Position
Scott Allen
 
41
 
Chief Executive Officer and Director
Steven Weldon
 
33
 
Chief Financial Officer and Director
 
Scott Allen is the owner of Fit-Well, a prosthetics company and orthopedic appliance company with multiple locations throughout Utah. Mr. Allen has over 25 years’ experience in the treatment of the end-stage complications of diabetes, which is the target market of vascular stimulation therapy. Mr. Allen is a member in the American Academy of Orthotists & Prosthetists and the International Society for Prosthetics and Orthotics. Mr. Allen holds three United States Patents related to prosthetic feet and is also the founder of Corporation Fitness Wellness Centers, a nonprofit company which provides therapy, support, instruction and training to amputees to aid in their recovery and improves their quality of life.

Steven Weldon, a Certified Public Accountant, has served as our Chief Financial Officer since September 2005.  Prior to joining Signature Exploration and Production Corp. Mr. Weldon was the Tax Manager for Westgate Resorts, Ltd., a timeshare developer, since July 2000.  Since September 2005, Mr. Weldon has also served as the Chief Financial Officer of Inverted Paradigms Corp., a golf retailer and software developer.  Mr. Weldon was an adjunct professor at Florida Southern College from January 2002 to October 2005.  Since May 2005, Mr. Weldon has served as the president, sole stockholder and director of Steven W. Weldon, PA, a public accounting firm providing tax and accounting services.  Mr. Weldon received his Bachelor of Science degree and his Masters in Business Administration from Florida Southern College.

 
15

 

During the past five years none of our directors, executive officers, promoters or control persons was:
 
 
1)
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 
2)
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 
3)
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 
4)
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Section 16(a) Beneficial Ownership Reporting Compliance.
 
Since we have no stock registered under Section 12(b) or Section 12(g) of the Exchange Act, there are no persons who need to file reports under Section 16(a) of the Exchange Act.
 
Code of Ethics
 
We adopted the Signature Exploration and Production Corp. Code of Ethics for the CEO and Senior Financial Officers (the “finance code of ethics”), a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and other finance organization employees. A copy of the finance code of ethics may be obtained from the Company, free of charge, upon written request delivered to Signature Exploration and Production Corp. 201 St Charles Avenue, Ste 2500, New Orleans, LA 70170. If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of such amendment or waiver in a report on Form 8-K.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
The following summary compensation table reflects all compensation awarded to, earned by, or paid to our Chief Executive Officer and president and other employees for all services rendered to us in all capacities during each of the years ended March 31, 2009, 2008 and 2007.

 
16

 

Summary Compensation Table

Name and Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
   
Nonqualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
   
Total
 
Scott Allen, CEO,
Director, and President
 
2009
    -       -       391       -       -       -             391  
   
2008
    102,453       -       -       -       -       -       -       102,453  
   
2007
    102,450       -       350,000       -       -       -       -       452,450  
                                                                     
Steven Weldon, CFO
and Director
 
2009
    30,000       -       -       -       -       -       -       30,000  
   
2008
    30,000       -       -       -       -       -       -       30,000  
   
2007
    30,000       -       -       -       -       -       -       30,000  
 
Directors’ Compensation
 
Directors are not currently compensated, although each is entitled to be reimbursed for reasonable and necessary expenses incurred on our behalf. All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. Officers are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors. Our board of directors does not have an audit or any other committee.
 
2005 Restricted Stock Plan
 
On August 11, 2005, the Board of Directors adopted the Diabetic Treatment Centers of America, Inc. 2005 Restricted Stock Plan (the “2005” Plan”) and recommended that it be submitted to our stockholders for their approval at the 2005 Annual Meeting. The terms of the 2005 Plan provide for grants of restricted stock awards.
 
Under the 2005 Plan, the total number of shares of restricted common stock that may be subject to the granting of Awards during the term of the 2005 Plan shall be equal to 5,000,000 shares. Shares with respect to which awards previously granted that are forfeited, cancelled or terminated are returned to the plan and may be reissued. A grant of 4,000 shares was made to a director and 2,000 shares to an employee.  The director forfeited 1,400 shares on April 21, 2006 when he resigned and the employee forfeited 2,000 shares on May 31, 2006 when he was terminated.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table presents information known to us, as of July 3, 2009, relating to the beneficial ownership of common stock by:
 
·
each person who is known by us to be the beneficial holder of more than 5% of our outstanding common stock;
 
·
each of our named executive officers and directors; and
 
·
our directors and executive officers as a group.
 
We believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them, except as noted.
 
 
17

 

Percentage ownership in the following table is based on 897,142 shares of common stock outstanding as of July 9, 2009.  A person is deemed to be the beneficial owner of securities that can be acquired by that person within 60 days from the date of this Annual Report upon the exercise of options, warrants or convertible securities.  Each beneficial owner’s percentage ownership is determined by dividing the number of shares beneficially owned by that person by the base number of outstanding shares, increased to reflect the shares underlying options, warrants or other convertible securities included in that person’s holdings, but not those underlying shares held by any other person.

Name of Beneficial Owner
 
Number of
Shares of Common
Stock Beneficially
Owned
   
Percentage of Shares
Beneficially Owned
 
Jeff Jones
    190,677       21.25 %
Scott Allen
    156,538       17.45 %
Steven Weldon
    86,968       9.69 %
Darren Cassels
    66,968       7.46 %
B&R Holdings Company, LLC
    50,000       5.57 %
All directors and officers (2 persons)
    293,506       27.14 %
___________
 
(1)
Unless otherwise noted, the address of each person listed is c/o Signature Exploration and Production Corp. 201 St Charles Avenue, Ste 2500, New Orleans, LA 70170.

ITEM 13.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
On May 15, 2006 we entered into a joint venture agreement with Performance Medical Corporation which is owned by Scott Allen, our Chief Executive Officer and a Director.  The joint venture paid Scott Allen $1,000 per month for rent of facilities.  The joint venture was terminated on February 28, 2008.
 
During the year ended March 31, 2009 the Company entered into agreements with its CEO and a significant stockholder in which they agreed limit the transfer of their common stock holdings to 5 percent  or less for each calendar month for the next two years.  In exchange, the Company issued them 10,326 shares of restricted common stock .  The Company recognized compensation expense of $516 for the year ended March 31, 2009.

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

   
Fiscal 2009
   
Fiscal 2008
 
Audit Fees(1)
  $ 66,093     $ 65,590  
Audit-Related Fees(2)
    -0-       -0-  
Tax Fees(3)
    -0-       -0-  
                 
Subtotal
  $ 66,093     $ 65,590  
                 
All other Fees(4)
    -0-       -0-  
                 
Total
  $ 66,093     $ 65,590  

(1)
Audit Fees – Audit fees billed to the Company by Tedder, James, Worden & Associates, P.A. for auditing the Company’s annual financial statements and reviewing the financial statements included in the Company’s Quarterly Reports on Form 10-QSB for the first quarter of 2008.  Audit fees billed to the Company by Cross, Fernandez and Riley, LLP for reviewing the financial statements included in the Company’s Quarterly Reports on Form 10-QSB for the second and third quarter of 2008.  Audit fees billed to the Company by Mark Bailey and Company, Ltd. for auditing the Company’s annual financial statements and reviewing the financial statements included in the Company’s Quarterly Reports on Form 10-Q.

 
18

 

(2)
Audit-Related Fees – There were no other fees billed by Tedder, James, Worden & Associates, P.A., Cross, Fernandez and Riley, LLP or Mark Bailey and Company, Ltd, and during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.

(3)
Tax Fees – There were no tax fees billed during the last past fiscal year for professional services by Tedder, James, Worden & Associates, P.A. or Cross, Fernandez and Riley, LLP.

(4)
All Other Fees – There were no other fees billed by during the last two fiscal years for products and services provided.
 
Pre-approval of Audit and Non-Audit Services of Independent Auditor
  
The Board of Director’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Board of Director’s pre-approval policy with respect to non-audit services is included as Exhibit 99.1 of to this Annual Report. Pre-approval is generally provided for up to 12 months from the date of pre-approval and any pre-approval is detailed as to the particular service or category of services. The Board of Directors may delegate pre-approval authority to one or more of its members when expedition of services is necessary.

 
19

 

PART IV

ITEM 15.
EXHIBITS

EXHIBIT
NUMBER
 
DESCRIPTION
     
3.1
 
Form of Articles of Incorporation of Signature Exploration and Production Corp. (Previously filed on Form SB-2, filed with the Securities and Exchange Commission on February 12, 2002)
3.2
 
Bylaws of Signature Exploration and Production Corp. (Previously filed on Form SB-2, filed with the Securities and Exchange Commission on February 12, 2002)
  10.1
 
Code of Ethics (Previously filed on Form 10-KSB, filed with the Securities and Exchange Commission on June 22, 2004)
  10.2
 
 Diabetic Treatment Centers of America, Inc. 2005 Restricted Stock Plan  (Previously filed on the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 5, 2005)
  10.3
 
Joint Venture Agreement (Previously filed on Form 8-K, filed with the Securities and Exchange Commission on May 16,2006)
  10.4
 
2007 Amended Stock Option(5) (Previously filed on Form S-8 POS, filed with the Securities and Exchange Commission on February 8, 2008)
  10.5
 
Letter of Intent Dated February 3, 2009*
  10.6
 
Letter of Intent Dated February 24, 2009*
  10.7
 
Gating Agreement – Scott Allen*
  10.8
 
Gating Agreement – SEARA LLC*
  10.9
 
Gating Agreement – B&R Holding Company, LLC*
  31.1
 
Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
  31.2
 
Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
  32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
  32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
  99.1
 
Audit Committee Pre-Approval Policy(2)
__________
*Filed Herewith

 
20

 

SIGNATURES
  
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
SIGNATURE EXPLORATION AND PRODUCTION CORP.
     
Dated:  December 2, 2009
   
 
By:
/S/  Jordan Estra
 
Name:  
Jordan Estra
 
Title:
Chief  Executive Officer, President and Director

 
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
 
SIGNATURE EXPLORATION AND PRODUCTION CORP.
     
Dated:  December 2, 2009
   
     
 
By:
/S/  Jordan Estra
 
Name:  
Jordan Estra
 
Title:
Chief  Executive Officer
     
 
By:
/S/  Steven Weldon
 
Name:
Steven Weldon
 
Title:
Chief  Financial Officer and Director

 
21

 

Table of Contents

Report of Independent Registered Certified Public Accounting Firm
F-1
   
Financial Statements:
 
   
Balance Sheets – March 31, 2009 and 2008
F-2
   
Statements of Operations – Years ended March 31, 2009 and 2008
F-3
   
Statements of Stockholders’ Equity (Capital Deficiency) – Years ended March 31, 2009 and 2008
F-4
   
Statements of Cash Flows – Years ended March 31, 2009 and 2008
F-5
   
Notes to Financial Statements
F-6

 
 

 

Report of Independent Registered Certified Public Accounting Firm
 
To the Board of Directors and
Stockholders of Signature Exploration and Production Corp.
 
We have audited the accompanying consolidated balance sheets of Signature Exploration and Production Corp. (an exploration stage company) as of March 31, 2009 and 2008, and the related consolidated  statements of operations, stockholders’ equity, and cash flows for the years then ended and from inception (March 1, 2008) to date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Signature Exploration and Production Corp.  as of March 31, 2009 and 2008, and the results of its consolidated operations and  cash flows for the years then ended and inception to date, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the accompanying consolidated financial statements, the Company has incurred losses, has not generated any revenue, and has negative operating cash flows since the inception of the exploration activities. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about its ability to continue as a going concern. Management’s plan to continue as a going concern is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
As discussed in Note 12, the Company restated its March 31, 2009 consolidated financial statements to correct an error.
 
Mark Bailey & Company, Ltd.
 
Reno, Nevada
 
July 13, 2009, except for notes 5,7,8, and 12, as to which the date is December 2, 2009.

 
F-1

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
(An Exploration Stage Company)
Balance Sheets

   
March 31,
   
March 31,
 
    
2009
(as restated)
   
2008
 
Assets
           
             
Current assets:
           
Cash
  $ 4,032     $ 766  
Prepaid expenses and other current assets
    675       -  
                 
Total assets
  $ 4,707     $ 766  
                 
Liabilities and Capital Deficiency
               
                 
Current liabilities:
               
Accounts payable
  $ 8,439     $ 20,455  
Accrued expenses
    56,550       33,642  
Convertible notes
    252,500       50,000  
Loans from stockholders
    38,500       109,000  
Other note payable
    4,000       4,000  
                 
Commitments and contingencies
    -       -  
                 
Total current liabilities
    359,989       217,097  
                 
Capital deficiency:
               
Common stock, $0.0001 par value, 250,000,000 shares authorized 897,142 shares issued and outstanding
    90       89  
Additional paid-in capital
    1,672,663       1,469,648  
Deficit accumulated related to abandoned activities
    (1,676,223 )     (1,676,223 )
Deficit accumulated during exploration stage
    (351,812 )     (9,845 )
                 
Total capital deficiency
    (355,282 )     (216,331 )
                 
Total liabilities and capital deficiency
  $ 4,707     $ 766  

See accompanying notes to the financial statements.

 
F-2

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
(An Exploration Stage Company)
Statements of Operations
For the years ended March 31, 2009 and 2008,
and the Period from March 1, 2008 (Inception) to March 31, 2009

   
2009
(as restated)
   
2008
   
Inception
March 1,
2008 – March
31, 2009
(as restated)
 
                    
Net revenue
  $ -     $ -     $ -  
                         
Cost of revenue
    -       -       -  
                         
Gross profit (loss)
    -       -          
                         
General and administrative expenses
    116,620       150,519       124,637  
                         
Loss from continuing operations
    (116,620 )     (150,519 )     (124,637 )
                         
Other expense
                       
Loss on loan modification
    (202,500 )     -       (202,500 )
Interest expense
    (22,847 )     (29,558 )     (24,675 )
                         
Net loss before discontinued operations
  $ (341,967 )   $ (180,077 )   $ (351,812 )
                         
Discontinued operations
                       
Income/(loss) from discontinued operations, net of  tax
    -       103,054       -  
Loss from disposal of discontinued operations, net of tax
    -       (17,732 )     -  
                         
Gain from discontinued operations
    -       85,322       -  
                         
Net loss
  $ (341,967 )   $ (94,755 )   $ (351,812 )
                         
Weighted average common shares outstanding – basic and diluted
    886,959       886,816       886,959  
                         
Net loss per share from continuing operations - basic and diluted
  $ (0.39 )   $ (0.20 )   $ (0.40 )
                         
Net gain per share from discontinued operations - basic and diluted
  $ -     $ 0.10     $ -  
Net loss per share - basic and diluted
  $ (0.39 )   $ (0.10 )   $ (0.40 )

See accompanying notes to the financial statements.

 
F-3

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
(An Exploration Stage Company)
 Statements of Stockholders’ Equity (Capital Deficiency)
For the years ended March 31, 2009 and 2008,
and the Period from March 1, 2008 (Inception) to March 31, 2009

                           
Deficit
   
Deficit
       
                      
Deferred
   
accumulated
   
accumulated
       
               
Additional
   
stock-based
   
Related to
   
during
       
   
Common stock
   
paid-in
   
employee
   
abandoned
   
exploration
       
   
Shares
   
Amount
   
capital
   
compensation
   
activities
   
stage
   
Total
 
Balance,  March 31, 2007
    886,793     $ 89     $ 1,411,594     $ -     $ (1,591,313 )   $ -     $ (179,630 )
                                                         
Amortized stock compensation
    -       -       39,554       -       -       -       39,554  
                                                         
Interest on beneficial conversion feature of note payable
    -       -       18,500       -       -       -       18,500  
                                                         
Fractional shares from stock split, in February 2008
    23       -       -       -       -       -       -  
                                                         
Net loss
    -       -       -       -       (84,910 )     (9,845 )     (94,755 )
                                                         
Balance,  March 31, 2008
    886,816     $ 89     $ 1,469,648     $ -     $ (1,676,223 )     (9,845 )   $ (216,331 )
                                                         
Issuance of stock as compensation, in March 2009
    10,326       1       515       -       -       -       516  
                                                         
Loss on loan modification (as restated)
    -       -       202,500       -       -       -       202,500  
                                                         
Net loss (as restated)
    -       -       -       -       -       (341,967 )     (341,967 )
                                                         
Balance, March 31, 2009 (as restated)
    897,142     $ 90     $ 1,672,663     $ -     $ (1,676,223 )   $ (351,812 )   $ ( 355,282 )

See accompanying notes to financial statements.

 
F-4

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
(An Exploration Stage Company)
Statements of Cash Flows
For the years ended March 31, 2009 and 2008,
and the Period from March 1, 2008 (Inception) to March 31, 2009

   
2009
(as restated)
   
2008
   
Inception
(March 1, 2008 –
March 31, 2009)
(as restated)
 
                   
Cash flows from operating activities:
                 
Net loss
  $ (341,967 )   $ (94,755 )   $ (351,812 )
                         
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Stock compensation
    516       -       516  
Loss on loan modification
    202,500       -       202,000  
Interest from beneficial conversion feature of notes payable
    -       18,500       -  
Amortization of deferred stock-based consulting fees
    -       39,555       -  
Gain on extinguishment of debt
    -       (780 )     -  
Changes in operating assets and liabilities:
                       
Other assets
    (675 )     -       (675 )
Accounts payable
    (12,014 )     7,436       (9,091 )
Accrued expenses
    22,906       11,058       23,365  
                         
Net cash used in continuing operating activities
    (128,734 )     (18,986 )     (135,197 )
Net cash provided by discontinued operating activities
    -       717       -  
Net cash used in operating activities
    (128,734 )     (18,269 )     (135,197 )
                         
Cash flows from financing activities:
                       
Proceeds from issuance of debt to stockholders
    132,000       98,500       138,500  
Proceeds from issuance of debt
    -       4,000       -  
                         
Net cash provided by continuing financing activities
    132,000       102,500       138,500  
Net cash provided by (used in) discontinued financing activities
    -       (157,298 )     -  
Net cash provided by (used in) financing activities
    132,000       (54,798 )     138,500  
                         
Net increase (decrease) in cash
    3,266       (73,067 )     3,303  
                         
Cash, beginning of year
  $ 766     $ 73,833     $ 729  
                         
Cash, end of year
  $ 4,032     $ 766     $ 4,032  
                         
Supplemental disclosures of cash flow information:
                       
Cash paid during the year for:
                       
Interest
  $ -     $ -     $ -  
                         
Non-cash investing and financing activities:
                       
Issuance of restricted stock
  $ 516     $ -     $ 516  

See accompanying notes to the financial statements.

 
F-5

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 1 – ORGANIZATION AND PRINCIPLES OF CONSOLIDATION
 
Reporting Entity. Signature Exploration and Production Corp.  (“Signature ”or “the Company”) was incorporated on April 4, 2001 under the laws of the State of Delaware. The Company is authorized to issue 250,000,000 shares of common stock, par value $.0001. The Company’s office is located in New Orleans, Louisiana The Company is an independent energy company engaged in the acquisition and development of crude oil and natural gas leases in the United States.  We have not yet generated revenues related to the energy operations as of March 31, 2009.

NOTE 2 – BASIS OF PRESENTATION
 
The Company’s financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses since April 4, 2001, which losses have caused an accumulated deficit of approximately $2,029,000 at March 31, 2009 of which $351,812 has been accumulated during our current exploration activities. In addition, the Company has consumed cash in its operating activities of approximately $129,000 and $19,000 for the years ended March 31, 2009 and 2008, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
 
Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing.  There are no assurances that the Company will be successful in achieving its goals.
 
In view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. The Company is currently acquiring and developing crude oil and natural gas leases.   Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company. The Company is considered to be in the exploration stage, pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”.

Cash and Cash Equivalents. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Revenue Recognition. Revenue associated with the production and sales of crude oil, natural gas, natural gas liquids and other natural resources owned by the Company will be recognized when production is sold to a purchaser at a fixed or determinable price when delivery has occurred and title passes from the Company to its customer, and if the collectability of the revenue is probable.

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 
F-6

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Income Taxes.  The Company utilizes Statement of Financial Accounting Standards (“SFAS”) No. 109, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  The Company has net operating loss carryforwards that may be offset against future taxable income.  Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. The Company’s financial position, results of operations or cash flows were not impacted by the adoption of FASB Interpretation No. 48, “Accounting for Uncertain Tax Positions.”

The Company has not recognized a liability as a result of the implementation of FIN 48. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of FIN 48.

Loss per Share. The Company utilizes Financial Accounting Standards Board Statement No. 128, “Earnings Per Share.” Statement No. 128 requires the presentation of basic and diluted loss per share on the face of the statement of operations.

Basic loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company has 25,250,000 common stock equivalent shares outstanding as of March 31, 2009.  However, such common stock equivalents, were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive.

Full Cost Method. The Company will utilize the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties, interest and costs of drilling of productive and non-productive wells into the full cost pool. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made, the Company assesses quarterly whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.

All items classified as unproved property are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.

 
F-7

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Fair Value of Financial Instruments.
 
The Company adopted SFAS No. 157, “Fair Value Measurements” on April 1, 2008, and prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
   
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
   
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The implementation of SFAS 157 did not materially affect the carrying value of cash, accounts receivable, accounts payable, and other current liabilities.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. The Company was required to adopt SFAS No. 157 effective at the beginning of fiscal year 2009. We do not expect that SFAS 157 will have a material impact on our results of operations, financial position or liquidity.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 provides all entities with an option to report selected financial assets and liabilities at fair value. The Statement’s effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007, with early adoption available in certain circumstances. The company does not anticipate that election, if any, of this fair-value option will have a material effect on its financial condition, results of operations, cash flows or disclosures.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations” and SFAS No. 160 (“SFAS 160”), “Noncontrolling Interests in Financial Statements, an amendment of Accounting Research Bulletin No. 51". SFAS 141R will change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS 141R and SFAS 160 are effective for us beginning in the first quarter of fiscal 2010. Early adoption is not permitted. We do not expect that SFAS 141 (R) or SFAS 160 will have a material impact on our results of operations, financial position or liquidity.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related.

 
F-8

 

SIGNATURE EXPLORATION AND PRODUCTION CORP
Notes to Financial Statements
March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company does not expect there to be any significant impact of adopting SFAS 161 on its financial position, cash flows and results of operations.

In June 2008 the Financial Accounting Standards Board Emerging Issues Task Force (EITF) reached a consensus on EITF 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock.” This EITF will be effective for fiscal years beginning after December 15, 2008. We do not expect EITF 07-5 to have a material impact on our financial condition or results of operations.
 
NOTE 4 – DISCONTINUED OPERATIONS

On February 29, 2008, the Company elected to discontinue the operations of its diabetic treatment centers and its orthotic and prosthetic joint venture, due to the inability to attract investments into these types of businesses.  Per the terms of the termination agreement,  Personal Performance Medical Corporation assumed all assets and liabilities, known and unknown, including contingencies, of the joint venture as of February 29, 2008 and the 100,000 shares of Signature Exploration and Production Corp.’s common stock issued to the joint venture were returned to Signature Exploration and Production Corp.
 
As a result, the Company recorded a gain from discontinued operations of $-0- and $85,322 during the years ended March 31, 2009 and 2008, respectively.

NOTE 5 – DEFERRED INCOME TAXES (As Restated)
 
At March 31, 2009, the Company had net operating loss carryforwards for income tax purposes of approximately $1,778,000 available as offsets against future taxable income.  The net operating loss carryforwards are expected to expire at various times from 2022 through 2029.Utilization of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions.  Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization.

The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended March 31, 2009:

Deferred tax assets:
 
2009
   
2008
 
Net operating loss carryforward
  $ 669,000     $ 617,000  
Accrued expenses
    -       -  
Allowance for doubtful accounts
    -       -  
Stock based compensation
    -       -  
Total deferred tax assets
    669,000       617,000  
                 
Less valuation allowance
    (669,000 )     (617,000 )
Net deferred tax asset
  $ -     $ -  

Because of the Company’s lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. During the year ended March 31, 2009, the increase in the deferred tax asset valuation allowance amounted to approximately $52,000.

 
F-9

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 5 – DEFERRED INCOME TAXES, CONTINUED

The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation:
 
   
2009
   
2008
 
Tax benefit computed at U.S. statutory rates
  $ (116,000 )   $ (32,000 )
                 
Increases (decreases) in taxes resulting from:
               
Non-deductible items
    76,000       11,000  
Change in valuation allowance
    52,000       24,000  
State taxes
    (12,000 )     (3,000 )
Total
  $ -     $ -  

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consist of the following:

   
2009
   
2008
 
Lease settlement liability
  $ 19,000     $ 19,000  
Accrued interest
    34,790       11,942  
Accrued payroll taxes
    2,760       -  
Accrued compensation
    -       2,700  
Total
  $ 56,550     $ 33,642  

NOTE 7 – LOANS FROM STOCKHOLDERS (AS RESTATED)

The following is a table of loans from stockholders at March 31, 2009 and their related accrued interest:

Date
Issued
 
Due Date
 
Principal
Amount
   
Accrued
Interest
 
                 
01/13/09
 
04/13/09
    10,000       215  
02/06/09
 
05/07/09
    9,500       142  
03/31/09
 
06/29/09
    19,000       -  
                     
   
Total
  $ 38,500     $ 357  

The loans from stockholders totaling $38,500 are collateralized by 385,000 restricted shares of the Company’s common stock and bear interest at 10% per annum. As of March 31, 2009, accrued interest payable of $385 is included in accrued expenses in the accompanying balance sheet.  The loans from stockholders and related accrued interest are due no later than ninety days from the date of the loan.

The Company is currently in default on all of these loans.  As of March 31, 2009, no stockholders have made demands for payment of these loans.

 
F-10

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 8 – CONVERTIBLE NOTES (AS RESTATED)

On March 4, 2009, we modified promissory notes in the amount of $202,500 which are now included in convertible debt. Interest has accrued on the outstanding principal balance from October 10, 2006 at a rate of 10 percent per annum. The note holder has the sole option of converting the principal and interest represented by these notes into our common stock at a strike price equal to a $0.01. The note holder will only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holder beneficially owning more than 9.9% of the issued and outstanding common shares of the Company.  The company recognized a loss on the modification of these loans of $202,500 and $-0- of as of March 31, 2009 and 2008, respectively.

During 2007, we sold in private placements promissory notes totaling $50,000 to a stockholder.  Interest accrued on the outstanding principal balance at a rate of 10 percent per annum. The note holder has the sole option of converting the principal and interest represented by these notes into our common stock at a strike price equal to a $0.01. These notes are currently in default. The company recognized $-0- and $18,500 of interest expense as a result of this conversion feature as of March 31, 2009 and 2008, respectively.

NOTE 9 – STOCKHOLDERS’ EQUITY (CAPITAL DEFICIENCY)

On February 20, 2008, the majority holders of the Company’s common stock approved by written consent  amending the articles of incorporation of the Corporation to decrease the number of outstanding shares of the Corporation’s capital stock in the form of a reverse stock-split where-in the Corporation will give (1) one share of common stock for every (50) fifty shares outstanding (the “Stock-Split”) and amending the articles of incorporation of the Corporation to increase the authorized capital of the Corporation to Two Hundred Fifty Million (250,000,000) common shares.

As a result of this reverse stock-split, the Company’s stockholders’ equity has been restated to give retroactive recognition to the stock split in prior periods by reclassifying from additional paid-in-capital to common stock.
 
Except where and as otherwise stated to the contrary in this annual report, all share and prices per share have been adjusted to give retroactive effect to the change in the price per share of the common stock resulting from the one for fifty reverse split of the common stock that took effect on March 28, 2008.

The 2007 Amended Stock Option Plan was adopted by the Board of Directors on February 6, 2008. Under this plan, a maximum of 8,000,000 shares of our common stock, par value $0.0001, were authorized for issue. The vesting and terms of all of the options are determined by the Board of Directors and may vary by optionee; however, the term may be no longer than 10 years from the date of grant.  There were no stock options granted under this plan in the year ended March 31, 2008 and 2009.

NOTE 10 – RELATED PARTY TRANSACTIONS

During the year ended March 31, 2009 the Company entered into agreements with its CEO and a significant stockholder in which they agreed to limit the transfer of their common stock holdings to 5 percent  or less for each calendar month for the next two years.  In exchange, the Company issued them 10,326 shares of restricted common stock .  The Company recognized compensation expense of $516 for the year ended March 31, 2009.

 
F-11

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 11 – SUBSEQUENT EVENT

Loans From Stockholders. On May 6, 2009, the Company entered into loan agreements with stockholders for $18,000. The loans from stockholders are secured by 1,800,000 shares of the Company’s common stock and bear interest at 10 percent per annum. The loans from stockholders and related accrued interest are due no later than ninety days from the date of the loan.

On July 3, 2009, the Company entered into loan agreements with stockholders for $6,000. The loans from stockholders are secured by 600,000 shares of the Company’s common stock and bear interest at 10 percent per annum. The loans from stockholders and related accrued interest are due no later than ninety days from the date of the loan.

NOTE 12 – RESTATEMENT

The Company’s management determined that the Company needs to make adjustments to correct errors identified in the previously issued financial statements related to a substantial modification of certain shareholder loans. The modification was deemed effective March 4, 2009 and affects the fourth quarter 2009 and first quarter 2010 financial statements.

As a result of the modification the Company  recognized a loss in the amount of $202,500, which  increased the accumulated deficit and additional paid in capital by $202,500.

The modification did not result in a change to the previous obligation at March 31, 2009. Rather, the notes were modified to include a conversion provision.  This also change had no net effect on cash flows from operations, investing or financing.

The following table presents the impact of the restatement adjustment on the Company’s Consolidated Balance Sheet as of March 31, 2009.

Liabilities and Capital deficiency:
 
As previously
reported
   
Effects of
restatement/
reclassification
   
Restated
 
                   
Shareholders loans
  $ 291,000     $ (252,500 )   $ 38,500  
Convertible notes
    -       252,500       252,500  
Additional paid-in capital
    1,470,163       202,500       1,672,663  
Deficit accumulated during exploration stage
  $ (149,312 )   $ (202,500 )   $ (351,812 )

The following table presents the impact of the restatement adjustment on the Company’s Consolidated Statement of Operations for the year ended March 31, 2009.

   
As previously
reported
   
Effects of
restatement
   
Restated
 
                   
Loss on loan modification
  $ -     $ (202,500 )   $ (202,500 )
Net loss
    (139,467 )     (202,500 )     (341,967 )
Net loss per share - basic and diluted
  $ (0.16 )   $ (0.23 )   $ (0.39 )

 
F-12

 

SIGNATURE EXPLORATION AND PRODUCTION CORP.
Notes to Financial Statements
March 31, 2009

NOTE 12 – RESTATEMENT (CONTINUED)

The following table presents the impact of the restatement adjustment on the Company’s Consolidated Statement of Operations from Inception March 1, 2008 thru March 31, 2009.

   
As previously
reported
   
Effects of
restatement
   
Restated
 
                   
Loss on loan modification
  $ -     $ (202,500 )   $ (202,500 )
Net loss
    (149,312 )     (202,500 )     (351,812 )
Net loss per share - basic and diluted
  $ (0.17 )   $ (0.23 )   $ (0.40 )

 
F-13