þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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26-3062721
|
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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o
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Accelerated filer
|
o
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Non-accelerated filer
|
o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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ITEM 1.
|
FINANCIAL STATEMENTS
|
May 31,
|
August 31,
|
|||||||
2013
|
2012
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|||||||
(Unaudited)
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(As Restated) | |||||||
ASSETS
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||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 1,032,775 | $ | 2,206,347 | ||||
Accounts receivable
|
||||||||
Accrued gas sales
|
- | 178,225 | ||||||
Joint interest owners and other
|
947,415 | 122,745 | ||||||
Prepaids
|
28,291 | 204,892 | ||||||
Other
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13,421 | 17,919 | ||||||
Total current assets
|
2,021,902 | 2,730,128 | ||||||
OIL AND GAS PROPERTIES, full cost method, unproven
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48,551,668 | 22,107,381 | ||||||
OTHER ASSETS - Goodwill
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1,194,365 | 1,194,365 | ||||||
Total assets
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$ | 51,767,935 | $ | 26,031,874 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued liabilities
|
$ | 2,769,881 | $ | 1,483,041 | ||||
Asset retirement obligation - current
|
80,000 | 80,000 | ||||||
Total current liabilities
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2,849,881 | 1,563,041 | ||||||
NONCURRENT LIABILITIES
|
||||||||
Asset retirement obligations
|
16,921,363 | 7,057,716 | ||||||
Deferred income taxes
|
3,164,790 | - | ||||||
Total liabilities
|
22,936,034 | 8,620,757 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Capital Stock
|
||||||||
Authorized:
|
||||||||
10,000,000 preferred shares, par value $0.001 per share
|
||||||||
150,000,000 common shares, par value $0.001 per share Issued and outstanding:
|
||||||||
19,463,405 and 17,478,539 common shares at May 31, 2013 and August 31, 2012, respectively
|
19,464 | 17,479 | ||||||
Additional paid-in capital
|
28,992,702 | 21,830,083 | ||||||
Accumulated other comprehensive loss
|
(41,898 | ) | (2,959 | ) | ||||
Accumulated deficit during the exploration stage
|
(138,367 | ) | (4,433,486 | ) | ||||
Total stockholders' equity
|
28,831,901 | 17,411,117 | ||||||
Total liabilities and stockholders' equity
|
$ | 51,767,935 | $ | 26,031,874 |
Three Months Ended
|
Nine Months Ended
|
Cumulative results
from July 22, 2008 to
May 31,
2013
|
||||||||||||||||||
May 31,
2013
|
May 31,
2013
|
|||||||||||||||||||
May 31,
2012
|
May 31,
2012
|
|||||||||||||||||||
EXPENSES
|
||||||||||||||||||||
Management and directors' fees
|
312,958 | 75,000 | 875,647 | 225,000 | 2,072,031 | |||||||||||||||
Stock-based compensation expense
|
115,979 | - | 1,166,405 | - | 1,955,682 | |||||||||||||||
Consulting fees
|
138,355 | 29,700 | 954,330 | 142,953 | 1,831,308 | |||||||||||||||
Professional fees
|
101,643 | 22,368 | 510,642 | 130,853 | 890,886 | |||||||||||||||
Office, travel and general
|
139,196 | 30,652 | 400,841 | 60,132 | 717,450 | |||||||||||||||
Accretion of asset retirement obligations
|
167,305 | - | 427,121 | - | 427,121 | |||||||||||||||
Oil and gas property impairment
|
- | - | - | 44,335 | 879,994 | |||||||||||||||
Total Expenses
|
975,436 | 157,720 | 4,334,986 | 603,273 | 8,774,472 | |||||||||||||||
OPERATING LOSS
|
(975,436 | ) | (157,720 | ) | (4,334,986 | ) | (603,273 | ) | (8,774,472 | ) | ||||||||||
OTHER INCOME
|
||||||||||||||||||||
Gain on acquisition of assets
|
- | - | 11,766,887 | - | 11,766,887 | |||||||||||||||
Gain on forgiveness of accounts payable
|
28,008 | - | 28,008 | - | 34,008 | |||||||||||||||
INCOME (LOSS) before taxes
|
(947,428 | ) | (157,720 | ) | 7,459,909 | (603,273 | ) | 3,026,423 | ||||||||||||
Provision for income tax
|
- | - | (3,164,790 | ) | - | (3,164,790 | ) | |||||||||||||
NET INCOME (LOSS)
|
$ | (947,428 | ) | $ | (157,720 | ) | $ | 4,295,119 | $ | (603,273 | ) | $ | (138,367 | ) | ||||||
Loss on foreign currency translation
|
(6,125 | ) | - | (38,939 | ) | - | (41,898 | ) | ||||||||||||
COMPREHENSIVE INCOME (LOSS)
|
$ | (953,553 | ) | $ | (157,720 | ) | $ | 4,256,180 | $ | (603,273 | ) | $ | (180,265 | ) | ||||||
EARNINGS (LOSS) PER SHARE
|
||||||||||||||||||||
Basic
|
$ | (0.05 | ) | $ | (0.02 | ) | $ | 0.23 | $ | (0.08 | ) | |||||||||
Diluted
|
$ | (0.05 | ) | $ | (0.02 | ) | $ | 0.21 | $ | (0.08 | ) | |||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
||||||||||||||||||||
Basic
|
19,442,842 | 7,254,144 | 18,933,752 | 7,227,126 | ||||||||||||||||
Diluted
|
19,442,842 | 7,254,144 | 20,276,434 | 7,227,126 |
Nine Months Ended | Cumulative resultsfrom July 22, 2008 to
May 31,
2013
|
|||||||||||
May 31,
2013
|
||||||||||||
May 31,
2012
|
||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net income (loss)
|
$ | 4,295,119 | $ | (603,273 | ) | $ | (138,367 | ) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||||||
Stock-based compensation and fee payments
|
2,006,837 | - | 4,042,645 | |||||||||
Gain on forgiveness of accounts payable
|
(28,008 | ) | - | (34,008 | ) | |||||||
Gain on acquisition of Nahanni assets
|
(11,766,887 | ) | - | (11,766,887 | ) | |||||||
Accretion of asset retirement obligations
|
427,121 | - | 427,121 | |||||||||
Oil and gas property impairment
|
- | 44,335 | 879,994 | |||||||||
Deferred income tax provision
|
3,164,790 | - | 3,164,790 | |||||||||
Changes in working capital items -
|
||||||||||||
Accounts receivable
|
(646,445 | ) | - | (947,415 | ) | |||||||
Prepaids and other
|
181,099 | 13,667 | (41,712 | ) | ||||||||
Accounts payable and accrued liabilities
|
104,160 | 184,133 | 683,740 | |||||||||
Net cash used in operating activities
|
(2,262,214 | ) | (361,138 | ) | (3,730,099 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Expenditures on oil and gas properties, net
|
(917,631 | ) | (11,200 | ) | (1,657,182 | ) | ||||||
Acquisition of oil and gas interests
|
(132,600 | ) | - | (421,895 | ) | |||||||
Net cash used in investing activities
|
(1,050,231 | ) | (11,200 | ) | (2,079,077 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Common stock sold for cash, net of fees
|
2,177,812 | - | 6,779,612 | |||||||||
Common stock redeemed for cash
|
- | - | (100 | ) | ||||||||
Proceeds from notes payable
|
- | - | 554,500 | |||||||||
Repayments of notes payable
|
- | (2,500 | ) | (484,500 | ) | |||||||
Loans from related parties
|
- | - | 34,337 | |||||||||
Net cash (used in) provided by financing activities
|
2,177,812 | (2,500 | ) | 6,883,849 | ||||||||
INCREASE (DECREASE) IN CASH
|
(1,134,633 | ) | (374,838 | ) | 1,074,673 | |||||||
EFFECT OF EXCHANGE RATE ON CASH | (38,939 | ) | - | (41,898 | ) | |||||||
CASH, BEGINNING OF PERIOD
|
2,206,347 | 487,017 | - | |||||||||
CASH, END OF PERIOD
|
$ | 1,032,775 | $ | 112,179 | $ | 1,032,775 | ||||||
SUPPLEMENTAL DISCLOSURE:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
Forgiveness of debt
|
$ | - | $ | - | $ | 9,337 | ||||||
NON-CASH INVESTING ACTIVITIES:
|
||||||||||||
Accrued expenditures on oil and gas properties
|
$ | - | $ | 33,135 | $ | - | ||||||
Asset retirement obligation incurred
|
$ | - | $ | - | $ | 80,000 | ||||||
Asset retirement obligation acquired in Devon Acquisition
|
$ | - | $ | - | $ | 7,057,716 | ||||||
Asset retirement obligation acquired in Nahanni acquisition
|
$ | 9,436,526 | $ | - | $ | 9,436,526 | ||||||
NON-CASH FINANCING ACTIVITIES
|
||||||||||||
Common stock issued as repayment of note payable
|
$ | - | $ | 70,000 | $ | 95,000 | ||||||
Common stock issued for services
|
$ | 107,500 | $ | 146,774 | $ | 1,896,331 | ||||||
Common stock issued for Devon assets
|
$ | - | $ | - | $ | 15,950,000 | ||||||
Exchangeable shares granted for Nahanni assets
|
$ | 4,190,643 | $ | - | $ | 4,190,643 |
As previously
reported
|
Adjustments
|
As
restated
|
||||||||||
Consolidated Balance Sheet at August 31, 2012
|
||||||||||||
Proved properties
|
15,232,824
|
(15,232,824
|
)
|
-
|
||||||||
Unproven properties
|
6,465,622
|
15,641,759
|
22,107,381
|
|||||||||
Accumulated other comprehensive loss
|
(7,299
|
)
|
4,340
|
(2,959
|
)
|
|||||||
Retained earnings (accumulated deficit) during exploration stage
|
(4,838,081
|
)
|
404,595
|
(4,433,486
|
)
|
Fair Value of Assets Acquired (as restated)
|
||||||||||||
Nahanni Assets
|
Devon Assets
|
Total
|
||||||||||
Asset Description
|
||||||||||||
Unproven Properties
|
||||||||||||
Unproved leasehold costs
|
$
|
14,548,787
|
$
|
13,827,001
|
$
|
28,375,788
|
||||||
Plant and equipment
|
8,594,362
|
6,484,001
|
15,078,363
|
|||||||||
Gathering systems
|
2,383,405
|
1,788,001
|
4,171,406
|
|||||||||
Vehicles
|
–
|
4,527
|
4,527
|
|||||||||
25,526,554
|
22,103,530
|
47,630,084
|
||||||||||
Goodwill
|
–
|
1,194,365
|
1,194,365
|
|||||||||
Total Assets Acquired - KGP
|
$
|
25,526,554
|
$
|
23,297,895
|
$
|
48,824,449
|
Asset Retirement Obligations
|
||||
Balance, August 31, 2011
|
$
|
80,000
|
||
Liabilities incurred (acquired)
|
7,057,716
|
|||
Accretion expense
|
––
|
|||
Liabilities (settled)
|
––
|
|||
Changes in asset retirement obligations
|
––
|
|||
Balance, August 31, 2012
|
7,137,716
|
|||
Liabilities incurred (acquired)
|
9,436,526
|
|||
Accretion expense
|
427,121
|
|||
Liabilities (settled)
|
––
|
|||
Changes in asset retirement obligations
|
––
|
|||
Total Balance, May 31, 2013
|
$
|
17,001,363
|
||
Total Balance, May 31, 2013 – Current
|
$
|
80,000
|
||
Total Balance, May 31, 2013 – Long Term
|
$
|
16,921,363
|
Option Holder
|
No. of Shares
Issuable Upon Exercise
|
Exercise
Price
|
First Date
Exercisable
|
Expiration Date
|
|||||||
H. Wayne Hamal
|
|||||||||||
Stock Option A
|
100,000
|
$
|
2.30
|
1/15/2013
|
1/15/2015
|
||||||
Stock Option B
|
100,000
|
$
|
2.50
|
1/14/2014
|
1/15/2016
|
||||||
Stock Option C
|
100,000
|
$
|
2.75
|
1/14/2015
|
1/15/2017
|
||||||
Stock Option D
|
100,000
|
$
|
3.00
|
7/14/2015
|
7/15/2017
|
||||||
400,000
|
(1)
|
an amendment to the Company’s Articles of Incorporation to change the name of the Company from EFL Overseas, Inc. to EFLO Energy, Inc., and
|
|
(2)
|
an amendment to the Company’s Articles of Incorporation such that the Company is authorized to issue up to 150,000,000 shares of common stock, up to 10,000,000 shares of preferred stock, and to make certain technical amendments to our Articles of Incorporation.
|
Fair Value of Assets Acquired (as restated)
|
||||||||||||
Nahanni Assets
|
Devon Assets
|
Total
|
||||||||||
Asset Description
|
||||||||||||
Unproven Properties
|
||||||||||||
Unproved leasehold costs
|
$
|
14,548,787
|
$
|
13,827,001
|
$
|
28,375,788
|
||||||
Plant and equipment
|
8,594,362
|
6,484,001
|
15,078,363
|
|||||||||
Gathering systems
|
2,383,405
|
1,788,001
|
4,171,406
|
|||||||||
Vehicles
|
–
|
4,527
|
4,527
|
|||||||||
25,526,554
|
22,103,530
|
47,630,084
|
||||||||||
Goodwill
|
–
|
1,194,365
|
1,194,365
|
|||||||||
Total Assets Acquired - KGP
|
$
|
25,526,554
|
$
|
23,297,895
|
$
|
48,824,449
|
1.
|
Increases of approximately $427,121 and $167,305, respectively, in accretion of asset retirement obligations incurred in connection with our working interests in the KGP acquired during July and October 2012;
|
2.
|
Increases of approximately $651,000 or 289% (from $225,000 to $875,647) and $238,000 or 317% (from $75,000 to $312,958), respectively, in management and directors fees relating to an increase in the size of our board of directors from four (4) to six (6) members, the addition of two new officers, and the accrual of newly established directors fees;
|
3.
|
Increases of approximately $1,166,000 (from $0.00 to $1,166,405) and $116,000 (from $0.00 to $115,979), respectively, in stock based compensation expense for the nine month period consisting primarily of; $551,000 recognized in net fair value of options granted under the 2012 Stock Option Plan, $259,000 (100,583 shares) payable to our Chief Executive Officer, and $259,000 (100,553 shares) payable to our Chief Financial Officer as finder’s fees in connection with our acquisition of the KGP, and $97,000 in the value of stock granted to our incoming Chief Operating Officer under our 2012 Stock Bonus Plan, and for the three month period consisting of $116,000 recognized in the net fair value of options granted under the 2012 Stock Option Plan.
|
4.
|
Increases of approximately $811,000 or 568% (from $142,953 to $954,330) and $109,000 (from $29,700 to $138,355), respectively, in consulting fees consisting in largest part for the nine month period of; $230,100 payable for investor relations services (payable to a consultant in 90,000 shares of our restricted common stock), and $258,000 in finder’s fees incurred in connection with the acquisition of the KGP (payable to a consultant in 100,553 shares of our restricted common stock), $40,000 paid in connection with capital formation, and increased fees for engineering services incurred in connection with the KGP, and for the three month period consisting of $20,000 paid in connection with capital formation, and increased fees for engineering services incurred in connection with the KGP.
|
5.
|
Increases of approximately $380,000 or 290% (from $130,853 to $510,642), and $79,000 or 354% (from $22,368 to $101,643), respectively, in professional fees, incurred in connection with regulatory compliance and our acquisition of the KGP.
|
6.
|
Increases of approximately $341,000 or 567% (from $60,132 to $400,841), and $109,000 or 354% (from $30,652 to $139,196), respectively, in office, travel and general expense, relating primarily to travel costs and insurance expense incurred in connection with our acquisition, operation and financing of the KGP.
|
●
|
Level 1 — quoted prices in active markets for identical assets or liabilities.
|
●
|
Level 2 — inputs other than quoted prices that are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
|
●
|
Level 3 — unobservable inputs that reflect our own expectations about the assumptions that market participants would use in measuring the fair value of an asset or liability.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 2.
|
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 5.
|
OTHER INFORMATION
|
(1)
|
an amendment to our Articles of Incorporation to change our name to EFLO Energy, Inc., and
|
|
(2)
|
an amendment to our Articles of Incorporation such that we are authorized to issue up to 150,000,000 shares of common stock, up to 10,000,00 shares of preferred stock, and to make certain technical amendments to our Articles of Incorporation.
|
As previously
|
As
|
|||||||||||
Consolidated Balance Sheet at August 31, 2012
|
reported
|
Adjustments
|
restated
|
|||||||||
Proved properties
|
15,232,824
|
(15,232,824
|
)
|
-
|
||||||||
Unproven properties
|
6,465,622
|
15,641,759
|
22,107,381
|
|||||||||
Accumulated other comprehensive loss
|
(7,299
|
)
|
4,340
|
(2,959
|
)
|
|||||||
Retained earnings (accumulated deficit) during exploration stage
|
(4,838,081
|
)
|
404,595
|
(4,433,486
|
)
|
|||||||
Consolidated Statement of Operations for the year ended August 31, 2012
|
||||||||||||
Gas sales, net
|
251,290 | (251,290 | ) | - | ||||||||
Lease operating expenses
|
(255,143 | ) | 255,143 | - | ||||||||
Depletion, depreciation and amortization
|
(400,744 | ) | 400,744 | - | ||||||||
Net income (loss)
|
(3,207,121 | ) | 404,595 | (2,802,526 | ) | |||||||
Consolidated Statement of Cash Flows for the year ended August 31, 2012
|
||||||||||||
Net income (loss)
|
(3,207,121 | ) | 404,595 | (2,802,526 | ) | |||||||
Depletion, depreciation and amortization
|
405,084 | (405,084 | ) | - | ||||||||
Net cash used in operating activities
|
(922,624 | ) | 3,851 | (918,773 | ) | |||||||
Expenditures on oil and gas properties
|
(11,200 | ) | (3,851 | ) | (15,051 | ) | ||||||
Net cash used in investing activities
|
(300,495 | ) | (3,851 | ) | (304,346 | ) | ||||||
Notes to the Consolidated Financial Statements at August 31, 2012, Note 4. Oil and Gas Properties
|
||||||||||||
Oil and Gas Acquisition - Kotaneelee Gas Project
|
||||||||||||
Intangibles
|
6,780,000 | (6,780,000 | ) | - | ||||||||
Leasehold costs
|
581,379 | (581,379 | ) | - | ||||||||
Unproved leasehold costs
|
6,465,623 | 7,361,379 | 13,827,002 | |||||||||
Capitalized Acquisition, Exploration and Development Costs
|
||||||||||||
KGP – proven properties
|
15,637,906 | (15,637,906 | ) | - | ||||||||
KGP – unproven properties
|
6,465,623 | 15,637,906 | 22,103,529 | |||||||||
Expenditures on oil and gas properties
|
- | 3,852 | 3,852 | |||||||||
Unproved oil and gas properties, August 31, 2012
|
6,465,623 | 15,641,758 | 22,107,381 |
Consolidated Balance Sheet at November 30, 2012
|
As previously
reported |
Adjustments
|
As
restated
|
|||||||||
Proved properties | 31,343,037 | (31,343,037 | ) | - | ||||||||
Unproven properties | 15,800,124 | 31,978,905 | 47,779,029 | |||||||||
Accumulated other comprehensive loss | 2,270 | (5,664 | ) | (3,394 | ) | |||||||
Retained earnings (accumulated deficit) during exploration stage | 1,386,825 | 641,532 | 2,028,357 | |||||||||
Consolidated Statement of Operations for the three months ended November 30, 2012
|
||||||||||||
Gas sales, net
|
|
50,216
|
(50,216
|
)
|
-
|
|||||||
Lease operating expenses
|
(195,310
|
)
|
195,310
|
-
|
||||||||
Depletion, depreciation and amortization
|
(91,843
|
)
|
91,843
|
-
|
||||||||
Net income (loss) |
6,224,906
|
236,937
|
6,461,843
|
|||||||||
Consolidated Statement of Cash Flows for the three months ended November 30, 2012
|
||||||||||||
Net income (loss)
|
6,224,906
|
236,937
|
6,461,843
|
|||||||||
Depletion, depreciation and amortization
|
91,843
|
(91,843
|
)
|
-
|
||||||||
Net cash used in operating activities
|
(932,628
|
)
|
145,094
|
(787,534
|
)
|
|||||||
Expenditures on oil and gas properties
|
-
|
(145,094
|
)
|
(145,094
|
)
|
|||||||
Net cash used in investing activities |
(132,600
|
)
|
(145,094
|
)
|
(277,964
|
)
|
||||||
Notes to the Consolidated Financial Statements at November 30, 2012, Note 2. Oil and Gas Properties
|
||||||||||||
Oil and Gas Acquisition - Kotaneelee Gas Project
|
||||||||||||
Reserves and resources
|
11,932,590
|
(11,932,590
|
)
|
-
|
||||||||
Leasehold Costs
|
643,074
|
(643,074
|
)
|
-
|
||||||||
Unproved Leasehold Costs |
15,800,124
|
12,575,664
|
28,375,788
|
ITEM 6.
|
EXHIBITS
|
(a)
|
Consolidated Financial Statements
|
Consolidated Balance Sheets
|
||||
Consolidated Statements of Operations
|
||||
Consolidated Statements of Cash Flows
|
||||
Notes to the Consolidated Financial Statements
|
(b)
|
Exhibits
|
3.1.1
|
Articles of Incorporation(1)
|
3.1.2
|
Amendment to Articles of Incorporation(2)
|
3.2
|
Bylaws(3)
|
10.1
|
Agreement of Purchase and Sale between Devon Canada and EFL Overseas, Inc.(4)
|
10.2
|
Share Purchase Agreement between Nahanni Energy et.al and EFL Overseas, Inc. (4)
|
10.3
|
Kotaneelee Closing Agreement between Devon Canada and EFL Overseas, Inc. (4)
|
14.1
|
Code of Ethics for Principal Executive and Senior Financial Officers(4))
|
21.1
|
As of May 31, 2012, we had four consolidated subsidiaries;
EFLO Energy Yukon Ltd., a Canadian Corporation (100% owned)
1693730 Alberta Ltd, a Canadian Corporation (voting stock 100% owned)
1693731 Alberta Ltd, a Canadian Corporation (100% owned)
1700665 Alberta Ltd, a Canadian Corporation (100% owned by 1693730 Alberta Ltd)
|
Rule 13a-14(a) Certifications
|
|
Rule 13a-14(a) Certifications
|
|
Section 1350 Certifications
|
|
99.1
|
EFL Overseas Inc. – Audit Committee Charter(4)
|
101.INS
|
- XBRL Instance Document
|
101.SCH
|
- XBRL Taxonomy Extension Schema Document
|
101.CAL
|
- XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
- XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
- XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
- XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 dated November 12, 2008.
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Company’s 8-K report dated April 28, 2010.
|
(3)
|
Incorporated by reference to Exhibit 3.2 to the Company’s 8-K report dated April 28, 2010.
|
(4)
|
Incorporated by reference to the Company’s 10-K report for the year ended August 31, 2102, filed November 29, 2012.
|
EFLO ENERGY, INC.
|
|||
Dated: July 15, 2013
|
BY:
|
/s/ Keith Macdonald
|
|
Keith Macdonald,
|
|||
Principal Executive Officer
|
|||
BY:
|
/s/ Robert Wesolek
|
||
Robert Wesolek,
|
|||
Principal Financial and Accounting Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of EFLO Energy, Inc.;
|
|
2.
|
Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Keith Macdonald
|
|
|
Keith Macdonald,
|
Principal Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of EFLO Energy, Inc.;
|
|
2.
|
Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Robert Wesolek
|
|
Robert Wesolek,
|
|
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
Date: July 15, 2013
|
|
EFL OVERSEAS, INC.
|
/s/ Keith Macdonald
|
||
Keith Macdonald,
|
||
Principal Executive Officer
|
Date: July 15, 2013
|
|
|
/s/ Robert Wesolek
|
||
Robert Wesolek,
|
||
Principal Financial Officer
|
||
3. ASSET RETIREMENT OBLIGATIONS (Details) (USD $)
|
9 Months Ended | 12 Months Ended |
---|---|---|
May 31, 2013
|
Aug. 31, 2012
|
|
Asset Retirement Obligations | ||
Balance, Beginning | $ 7,137,716 | $ 80,000 |
Liabilities incurred (acquired) | 9,436,526 | 7,057,716 |
Accretion expense | 427,121 | |
Liabilities (settled) | ||
Changes in asset retirement obligations | 7,137,716 | |
Balance, Ending | 17,001,363 | 7,137,716 |
Total Balance, May 31, 2013 | 17,001,363 | |
Total Balance, May 31, 2013 - Current | 80,000 | |
Total Balance, May 31, 2013 – Long Term | $ 16,921,363 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | 58 Months Ended | ||
---|---|---|---|---|---|
May 31, 2013
|
Feb. 29, 2012
|
May 31, 2013
|
May 31, 2012
|
May 31, 2013
|
|
EXPENSES | |||||
Management and director's fees | $ 312,958 | $ 75,000 | $ 875,647 | $ 225,000 | $ 2,072,031 |
Stock-based compensation expense | 115,979 | 1,166,405 | 1,955,682 | ||
Consulting fees | 138,355 | 29,700 | 954,330 | 142,953 | 1,831,308 |
Professional fees | 101,643 | 22,368 | 510,642 | 130,853 | 890,886 |
Office, travel and general | 139,196 | 30,652 | 400,841 | 60,132 | 717,450 |
Accretion of asset retirement obligations | 167,305 | 427,121 | 427,121 | ||
Oil and gas property impairment | 44,335 | 879,994 | |||
Total Expenses | 975,436 | 157,720 | 4,334,986 | 603,273 | 8,774,472 |
OPERATING LOSS | (975,436) | (157,720) | (4,334,986) | (603,273) | (8,774,472) |
OTHER INCOME | |||||
Gain on acquisition of assets | 11,766,887 | 11,766,887 | |||
Gain on forgiveness of accounts payable | 28,008 | 28,008 | 34,008 | ||
NET INCOME (LOSS) before taxes | (947,428) | (157,720) | 7,459,909 | (603,273) | 3,026,423 |
Provision for income tax | (3,164,790) | (3,164,790) | |||
INCOME (LOSS) | (947,428) | (157,720) | 4,295,119 | (603,273) | (138,367) |
Loss on foreign currency translation | (6,125) | (38,939) | (41,898) | ||
COMPREHENSIVE INCOME (LOSS) | $ (953,553) | $ (157,720) | $ 4,256,180 | $ (603,273) | $ (180,265) |
EARNING (LOSS) PER SHARE | |||||
Basic | $ (0.05) | $ (0.02) | $ 0.23 | $ (0.08) | |
Diluted | $ (0.05) | $ (0.02) | $ 0.21 | $ (0.08) | |
WEIGHTED AVERAGE SHARES OUTSTANDING | |||||
Basic | 19,442,842 | 7,254,144 | 18,933,752 | 7,227,126 | |
Diluted | 19,442,842 | 7,254,144 | 20,276,434 | 7,227,126 |
5. RELATED PARTY TRANSACTIONS
|
9 Months Ended |
---|---|
May 31, 2013
|
|
Related Party Transactions [Abstract] | |
5. RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS
Effective January 20, 2011, a company controlled by the Companys Chief Executive Officer, its Chief Financial Officer, and an unrelated consultant (the Finders) entered into an agreement with the Company providing for the payment of finders compensation ranging from 5% (on transaction values greater than $1,000,000) to 10% (on transactions valued up to $300,000) on transactions introduced to the Company by or through the Finders for a period of two years (the Finders Fee Agreement). Under the Finders Fee Agreement, compensation is divided between the Finders and the Finders may elect whether the finders compensation is payable in cash, or shares of the Companys restricted common stock. If the Finders elect to receive payment in stock, the shares into which finders compensation will be converted will be calculated using the average closing price of the Companys common stock for the ten trading days preceding the closing date of the transaction to which the compensation relates. The Finders Fee Agreement specifically recognizes that the KGP has been presented to the Company by the Finders. During the nine months ended May 31, 2013, finders compensation of $755,399 has been accrued under the Finders Fee Agreement in connection with the Companys acquisition of the Nahanni Assets. No such fees were incurred during three months ended May 31, 2013 or during the nine or three months ended May 31, 2012.
Of the fees paid in stock during the nine month periods ended May 31, 2013 and May 31, 2012 (see Note 4), fees totaling $90,000 and $146,774 were paid using 44,877 and 48,023 shares of the Companys restricted common stock, respectively, to our Chief Executive Officer under the terms of a management consulting agreement. |
4. CAPITAL STOCK AND STOCK-BASED COMPENSATION (Details) (USD $)
|
3 Months Ended |
---|---|
May 31, 2013
|
|
Stock Option A
|
|
No. of Shares Issuable Upon Exercise | 100,000 |
Exercise Price | $ 2.30 |
First Date Exercisable | 1/15/2013 |
Expiration Date | 1/15/2015 |
Stock Option B
|
|
No. of Shares Issuable Upon Exercise | 100,000 |
Exercise Price | $ 2.50 |
First Date Exercisable | 1/14/2014 |
Expiration Date | 1/15/2016 |
Stock Option C
|
|
No. of Shares Issuable Upon Exercise | 100,000 |
Exercise Price | $ 2.75 |
First Date Exercisable | 1/14/2015 |
Expiration Date | 1/15/2017 |
Stock Option D
|
|
No. of Shares Issuable Upon Exercise | 100,000 |
Exercise Price | $ 3.00 |
First Date Exercisable | 7/14/2015 |
Expiration Date | 7/15/2017 |
Chief Operating Officer Total
|
|
No. of Shares Issuable Upon Exercise | 400,000 |
1. BASIS OF PRESENTATION
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION
Unaudited Interim Consolidated Financial Statements
The unaudited interim consolidated financial statements of EFLO Energy, Inc., formerly EFL Overseas, Inc. (the Company) have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended August 31, 2012 included in the Companys Annual Report on Form 10-K filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation have been made. Operating results for the nine and three month periods ended May 31, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2013.
Recent Accounting Pronouncements
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.
Restatements
During a re-evaluation of the oil and gas assets acquired in the Devon and Nahanni acquisitions (see Note 2), the Company determined that an error had been made in the classification of the oil and gas assets acquired. Specifically, the Company misclassified certain oil and gas leasehold and infrastructure equipment costs as proved within the full cost pool. The Company acquired the assets in an arms-length transaction. The assets acquired were non-core to the long-term business plans of the selling companies and, consequently, had not been the focus of their ongoing exploration and production efforts. However, the Companys business plan for these acquisitions is strategic in nature, with only marginal consideration for the existing production at the time of acquisition. Since the dates the acquisitions closed, the Company has begun the process of evaluating the exploitation potential of both the conventional and unconventional hydrocarbons in place, as well as formulating an exploitation and development plan based on its ongoing analyses. The Company intends to utilize modern technology and institutional and strategic knowledge of management to optimize the economics of the assets.
Upon consideration of the economic profile of the assets acquired at the time of acquisition, as compared to the Companys future plans for the assets, the Company believes all oil and gas assets, including related infrastructure equipment, should have been classified as unproved in the Companys balance sheet. Consequently, the Company believes classifying the assets as unproved is appropriate until such time as the hydrocarbon potential has been evaluated, the Company has completed development of an exploitation and development plan based on evaluation of the reservoir, raised sufficient capital to begin the operational execution of the exploitation and development plan and proved the economic viability of the assets based on successful drilling. The Company will begin reclassifying these oil and gas assets from unproved to proved if and when the assets are demonstrably economic concurrent with the execution of the Companys business plan.
The effect of this restatement on the consolidated financial statements included herein is as shown in tabular form below:
|
3. ASSET RETIRMENT OBLIGATIONS
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3. ASSET RETIRMENT OBLIGATIONS | 3. ASSET RETIREMENT OBLIGATIONS
In connection with its acquisition of the Nahanni Assets and the Devon Assets, the Company acquired $9,436,526 and $7,057,716 in asset retirement obligations, respectively, relating with its portion of the abandonment, reclamation and environmental liabilities associated with the KGP.
On March 31, 2011, the Company initiated oil and gas operations by entry into a Farmout and Participation Agreement which provided for its acquisition of a net working interest ranging from 21.25% to 42.5%, in a 2,629 acre oil and gas lease, insofar as that lease covers from the surface to the base of the San Miguel formation (the San Miguel Lease). The San Miguel Lease, which is located in Zavala County, Texas, is unproven and has no current production. The Company incurred $80,000 in asset retirement obligations related to the future plugging and abandonment of a test well on the San Miguel Lease. At May 31, 2013, the Companys interest in the San Miguel lease was impaired and expensed to the extent of its carrying value, which included the full amount of the associated asset retirement obligation. The entire asset retirement obligation relating to the San Miguel Lease has been classified as a current liability.
The following table summarizes amounts comprising the Companys asset retirement obligations as of May 31, 2013:
|
6. OTHER INFORMATION
|
9 Months Ended | ||||||
---|---|---|---|---|---|---|---|
May 31, 2013
|
|||||||
Income Tax Disclosure [Abstract] | |||||||
6. OTHER INFORMATION | 6. OTHER INFORMATION
The Company held a special meeting of its shareholders on March 1, 2013. At the meeting, the following proposals were ratified:
These amendments to the Companys Articles of Incorporation were made effective as of April 4, 2013. |
4. CAPITAL STOCK AND STOCK BASED COMPENSATION
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4. CAPITAL STOCK AND STOCK BASED COMPENSATION | 4. CAPITAL STOCK AND STOCK-BASED COMPENSATION
Sales of Common Stock
During October 2012, the Company sold 1,530,666 shares of its common stock to ten (10) accredited investors at a price of $1.20 per share. Gross proceeds from these private placements totaled $1,836,800. The Company paid $64,289 in finders fees in connection with the sale of these shares. The sales were made pursuant to the terms of the offering approved by the Companys Board of Directors on May 29, 2012.
During January and February 2013, the Company sold 350,000 shares of its common stock to two (2) accredited investors at a price of $1.20 per share. Gross proceeds from these private placements totaled $420,000. The Company paid $14,700 in finders fees in connection with the sale of these shares. The sales were made pursuant to the terms of the offering approved by the Companys Board of Directors on May 29, 2012.
Stock-Based Compensation
On January 15, 2013, the Company granted its new Chief Operating Officer 400,000 stock options in accordance with its 2012 Non-Qualified Stock Option Plan under the terms shown below:
The Company applied the Black-Scholes option pricing model to determine the fair market value of the options granted. In applying the model, the Company used the following parameters: contractual lives of 2 to 4.5 years, historical stock price volatility of 65% a risk-free rate of 4.5% and an annual dividend rate of 0%. As a result, the Company determined that the total fair market value of the options granted was $313,646 and the weighted-average grant-date fair value per option granted was $0.78.
On January 15, 2013, the Company also authorized the issuance of 50,000 bonus shares of its common stock to its new Chief Operating Officer pursuant to the 2012 Stock Bonus Plan. The fair market value of these bonus shares is the market price of the shares at the date of grant. The 50,000 bonus shares had an aggregate value of $97,000, or $1.94 per share at that date.
During the nine and three months ended May 31, 2013, the Company recognized $591,648 and $123,016, respectively, of non-cash expense related to stock-based compensation under its 2012 Non-Qualified Stock Option Plan (the Option Plan). As of May 31, 2013, $606,922 of total unrecognized compensation cost remains under the Option Plan. Of this amount, $123,017, $437,107 and $46,798 are expected to be recognized during fiscal 2013, fiscal 2014, and fiscal 2015, respectively. The Company had no option plan in place during the nine and three month periods ended May 31, 2012.
During the nine and three months ended May 31, 2013, fees totaling $107,500 and $37,500 were paid using 54,200 and 20,789 shares of the Companys restricted common stock at a weighted average prices of $1.98 and $1.80 per share, respectively. For the nine and three months ended May 31, 2012, $146,774 and $30,000 in fees incurred under this arrangement were paid using 48,023 and 14,238 shares of the Companys restricted common stock at a weighted average price of $3.07 and $2.10, respectively. |