OGNG 10Q

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSYO/IsdNnkx9dyR6+zbYFvAVkXmeOvgAbV9p2esWOXYVSkzqlQyytTsyD+cvB0p 86u3u5e6ni2gyXBz5GPQow== 0001091818-09-000250.txt : 20090819 0001091818-09-000250.hdr.sgml : 20090819 20090819163153 ACCESSION NUMBER: 0001091818-09-000250 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090819 DATE AS OF CHANGE: 20090819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORGANA GARDENS INTERNATIONAL INC. CENTRAL INDEX KEY: 0000746631 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880195105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13577 FILM NUMBER: 091024446 BUSINESS ADDRESS: STREET 1: 719 30TH AVENUE CITY: POINTE-CALUMET STATE: A8 ZIP: J0N 1G1 BUSINESS PHONE: 514-688-3289 MAIL ADDRESS: STREET 1: 719 30TH AVENUE CITY: POINTE-CALUMET STATE: A8 ZIP: J0N 1G1 FORMER COMPANY: FORMER CONFORMED NAME: SHOTGUN ENERGY CORP DATE OF NAME CHANGE: 20070926 FORMER COMPANY: FORMER CONFORMED NAME: AVALON ENERGY CORP. DATE OF NAME CHANGE: 20050329 FORMER COMPANY: FORMER CONFORMED NAME: AVALON GOLD CORP DATE OF NAME CHANGE: 20020513 10-Q 1 ogng08190910q.htm OGNG 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 10-Q

(Mark One)


[ X ]	Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended June 30, 2009

[ ]	Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from to

Commission File Number: 0-13597

Organa Gardens International Inc.

(Formerly Known as Shotgun Energy Corporation_

(Exact name of small business issuer as specified in it’s charter)

Nevada

(State or other jurisdiction of incorporation or organization)

88-0195105
(I.R.S. Employer Identification No.)

719 30th Ave., Pointe-Calumet

Quebec, Canada, J0N 1G1

(Address of principal executive offices)

514-688-3289

(Issuer’s telephone number)

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.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]Yes[ ]No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

-1-

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

APPLICABLE ONLY TO CORPORATE ISSUERS

On June 30, 2009 there were 21,867,133 shares outstanding of the issuer’s common stock.

TABLE OF CONTENTS

PAGE

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Balance Sheet as of June 30, 2009 (Unaudited)

and December 31, 2008

F-1

Statements of Operations (Unaudited) For the Three and Six Months
Ended June 30, 2009 and 2008, and the Period from
January 1, 1996 through June 30, 2009

F-2

Statements of Cash Flows (Unaudited) For the Six Months
Ended June 30, 2009 and 2008, and the Period from
January 1, 1996 through June 30, 2009

F-3

Notes to Condensed Consolidated Financial Statements (Unaudited)

F-4

Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4T.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits

Signatures

-2-

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

BALANCE SHEETS


	June 30, 2009 (unaudited)	December 31, 2008

ASSETS

CURRENT ASSETS
Cash	$ 1,038	$ 2,723
Taxes recoverable	2,013	2,107
Prepaid expenses	2,000	-

TOTAL CURRENT ASSETS	5,051	4,830

AVAILABLE FOR SALE SECURITIES – related parties	422,912	888,214
DUE FROM GOLDEN SPIRIT ENTERPRISES LTD.	747	32,747
DUE FROM LEGACY WINE & SPIRITS INTERNATIONAL LTD.	167,173	116,631
OIL AND GAS PROPERTIES, (full cost method of accounting unproven)	3	3

TOTAL ASSETS	$ 595,886	$ 1,042,425

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 467,446	$ 479,332
Due to related parties	114,340	67,438

TOTAL CURRENT LIABILITIES	581,786	546,770


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Convertible Preferred: - Class A voting stock, $0.001 par value, 5,000,000 shares authorized
- Class B voting stock, $0.001 par value, 5,000,000 shares authorized
Common stock, $0.001 par value, 200,000,000 shares authorized
21,867,133 (December 31, 2008 – 17,867,133) shares issued and outstanding	21,866	17,866
Additional paid-in capital	23,852,552	23,707,552
Deferred Compensation	(13,000)	(17,000)
Deficit accumulated during the development stage	(19,793,779)	(19,599,119)
Deficit accumulated prior to the development stage	(4,460,633)	(4,460,633)
Accumulated other comprehensive income	407,094	846,989

TOTAL STOCKHOLDERS’ EQUITY	14,100	495,655

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 595,886	$ 1,042,425

The accompanying notes are an integral part of these financial statements

F-1

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months ended June 30,				Six Months ended June 30,			For the period from January 1, 1996 to June 30,
		2009		2008		2009		2008	2009

GENERAL & ADMINSTRATIVE EXPENSES
Litigation settlement									$ 2,291,070
Management and consulting fees		5,995		112,480		5,995		128,203	4,847,994
Consulting fees – stock based compensation		-		-		-		10,000	1,919,869
Exploration costs		-		-		-		-	113,678
Loss on settlement of debt		-		-		-		-	718,784
General and administrative		21,562		13,772		39,755		41,946	2,634,910
Professional fees		(1,186)		6,354		5,041		18,856	1,089,746
Interest expense		-		-		-			98,282
Research and development costs		106,568		-		140,882			140,882
Software development costs		-		-		-			737,300

TOTAL GENERAL & ADMINISTRATIVE EXPENSES		132,939		132,566		191,673		199,005	14,592,515

OTHER (INCOME ) EXPENSES
Interest, Royalty and Other Income		-		(7,758)		-		(7,784)	(82,138)
(Gain)/loss on sale of securities – related parties		-		(17,888)		2,987		(22,938)	(21,541)
Property option income		-		-		-		-	(130,000)
Write-down of investment in Legacy		-		-		-		-	128,288
Write-down of interest in ACGT Corporation		-		-		-		-	1,406,000
Write-down of interest in oil and gas properties		-		-		-		-	3,815,655
Loss on Iceberg Drive Inn Investment		-		-		-		-	85,000

TOTAL OTHER (INCOME ) EXPENSES		(132,939)		(106,910)		(194,660)		(168,283)	(19,793,779)

Loss before Income Taxes		-		-		-			(19,793,779)

Income Tax Provision		-		-		-			-


NET LOSS FOR THE PERIOD		$ (133,030)		$ ( 106,910)		$ (194,660)		$ (168,283)	$(19,793,779)

BASIC NET LOSS PER SHARE	$ (.01)		$ (.01)		$ (.01)		$ (.01)

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING	19,101,916		17,582,174		18,494,757		17,582,174

The accompanying notes are an integral part of these financial statements

F-2

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)


	Six months ended June 30,		For the period from January 1, 1996 to June 30,
	2009	2008	2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$(194,660)	$ (168,283)	$ (19,793,779)
Adjustments to reconcile net loss to net cash used in operating activities:
- fees and services paid for with common shares	4,000	21,500	3,409,053
- non cash research and development	105,000		105,000
- other stock-based compensation		10,000	1,919,468
- interest paid for with common shares			80,872
- loss on settlement of debt			718,784
- software development costs paid for with common shares			600,000
- non cash exploration costs			110,000
- write-down of interest in oil and gas properties			2,970,718
- write-down of investment in Legacy Mining Ltd.			128,288
- write-down of interest in ACGT Corporation			2,250,937
- loss on Iceberg Drive Inn investment			85,000
- (Gain)/loss on sale of securities held for resale – related parties	2,987	(22,938)	(21,816)
- non cash option income received in shares			(130,000)
- interest accrued on promissory notes receivable			(63,136)
- other non-cash expenses			2,557,382
- net changes in working capital items	(13,793)	(16,547)	307,174

CASH FLOWS USED IN OPERATING ACTIVITIES	(96,466)	(176,268)	(4,764,055)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest received on promissory notes receivable	-	-	63,136
Investment in Iceberg Acquisition Corporation	-	-	(120,000)
Proceeds from sale of securities – related party	22,420	75,838	136,790
Interest in oil and gas properties, net of finders fees	-		(1,522,804)

CASH FLOWS USED IN INVESTING ACTIVITIES	22,420	75,838	(1,442,878)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds on sale of common stock	44,000	26,000	5,071,325
Net advances (to) from related parties	28,361	59,996	716,646
Advances receivable	-	-	420,000

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	72,361	85,996	6,207,971

NET INCREASE (DECREASE) IN CASH	(1,685)	(14,434)	1,038

CASH, BEGINNING OF PERIOD	2,723	25,682	-

CASH, END OF PERIOD	1,038	$ 11,248	$ 1,038

Supplemental cash flow information (See Note 9)

The accompanying notes are an integral part of these financial statements

F-3

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 1 – NATURE OF OPERATIONS

The Company was incorporated as Venture Investments Inc. under the Laws of the State of Nevada on November 29, 1983. The Company underwent a name change to Asdar Group on December 10, 1987, a name change to Precise Life Sciences Ltd. on April 30, 2002, a name change to Iceberg Brands Corporation on February 18, 2003, a name change to Avalon Gold Corporation on August 28, 2003, a name change to Avalon Energy Corporation on March 22, 2005, a name change to Shotgun Energy Corporation on September 25, 2007, and a name change to Organa Gardens International Inc. on February 26, 2009. The Company was dormant from 1991 to 1996 and currently has no revenue generating operations. In accordance with SFAS #7, “Accounting and Reporting by Development Stage Enterprises “, the Company was considered a development stage company since January 1, 1996. and as a result of changing its business focus to vertical hydroponic farming is still cons idered to be an development stage company. Expected operations will consist of growing fruits and vegetables using a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind.

GOING CONCERN

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues or completed development of any commercially acceptable products or services to date and has incurred losses of $24,254,412 since inception, and further significant losses are expected to be incurred in the exploration and development of its resource properties, should the company be able to finance or joint venture its resource property. Losses are expected in the development of the vertical hydroponic farming project as well The Company will depend almost exclusively on outside capital through the issuance of common shares to finance ongoing operating losses and to fund the acquisition, exploration and development of its resource properties. The ability of the Company to continue as a going concern is dependent on raising a dditional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

NOTE 2 – BASIS OF PRESENTATION

The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation B Article 8 “Financial Statements of Smaller Reporting Companies” as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2008 indexed in Form 10-K. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.

Operating results for the six month period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

F-4

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 2 – BASIS OF PRESENTATION (con’t.)

Stock-Based Compensation

On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123(R), Share-Based Payment, (“SFAS 123R”). Prior to January 1, 2006, the Company accounted for share-based payments under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation (“SFAS 123”). In accordance with APB 25, no compensation cost was required to be recognized for options granted that had an exercise price equal to the market value of the underlying common stock on the date of grant.

The Company adopted SFAS 123R using the modified-prospective-transition method. Under this method, compensation cost recognized for the year ended December 31, 2006 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of SFAS 123R. The results for the prior periods have not been restated.

The Company’s results of operations for the years ended December 31, 2008 and 2007 were no different than if the Company had not adopted SFAS 123R because (i) all previously granted stock options had fully vested as at December 31, 2005, (ii) all stock options granted during the year ended December 31, 2006 were granted to consultants with the related fair value accounting consistent under SFAS 123 and SFAS 123R, and (iii) the Company did not modify any previously existing stock options. As a result, no pro forma disclosure of the impact of adopting SFAS 123R has been provided for the years ended December 31, 2008 and 2007.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162,” (SFAS 168). SFAS 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and establishes the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. The issuance of SFAS 168 and the Codification does not change GAAP. SFAS 168 becomes effective for the Company for the period ending September 30, 2009. Management has determined that the adoption of SFAS 168 will not have an impact on its consolidated financial statements

In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS 165"). SFAS 165 provides authoritative accounting literature related to evaluating subsequent events that was previously addressed only in the auditing literature, and is largely similar to the current guidance in the auditing literature with some exceptions that are not intended to result in significant changes in practice. SFAS 165 defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective on a prospective basis for interim or annual financial periods ending after June 15, 2009. The adoption of this standard during the period did not have any impact on the Company’s financial position, cash flows or results of operations. The adoption of this standard during the period did not have any impact on the Company’s financial position, cash flows or results of operatio ns. The Company has evaluated subsequent events up to and including August 19, 2009 and has determined there were no significant transactions.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 141R, Business Combinations, and Statement No. 160, Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Statement No. 141R modifies the accounting and disclosure requirements for business combinations and broadens the scope of the previous standard to apply to all transactions in which one entity obtains control over another business. Statement No. 160 establishes new accounting and reporting standards for non-controlling interests in subsidiaries. The Company will be required, if applicable, to apply the provisions of the new standards in the first quarter of 2009. Early adoption is not permitted for these new standards.

F-5

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 2 – BASIS OF PRESENTATION (con’t.)

Recent Accounting Pronouncements (con’t.)

In December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 Share-Based Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. SAB 110 is effective January 1, 2008. The Company currently uses the “simplified” method to estimate the expected term for share optio n grants as it does not have enough historical experience to provide a reasonable estimate. The Company will continue to use the “simplified” method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. The Company does not expect SAB 110 will have a material impact on its balance sheets, statements of operations and cash flows.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

NOTE 3 – AVAILABLE-FOR-SALE SECURITIES – RELATED PARTIES

Golden Spirit

During 2004, the Company received 111,111 restricted Rule 144 shares of Golden Spirit Enterprises Ltd. (“Golden Spirit”), a public company with directors and significant shareholders in common. The restricted shares were received as non-refundable consideration pursuant to agreements with Golden Spirit dated November 10, 2004 and December 10, 2004 to acquire certain mineral property interests from the Company. These agreements were subsequently terminated.

F-6

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 3 – AVAILABLE-FOR-SALE SECURITIES – RELATED PARTIES (con’t)

Golden Spirit (con’t.)

Effective December 31, 2004 the Company recorded, as other comprehensive loss for the year, a $10,000 unrealized loss in the carrying value of its shares of Golden Spirit. During the years ended December 31, 2005 and 2006 the Company recorded additional unrealized losses in the carrying value of its shares of Golden Spirit totalling $90,000 and $8,889 respectively, which were recorded as other comprehensive loss for those years. During the year ended December 31, 2007, the Company sold 2,500 shares resulting in a realized gain of $165 and recorded an additional unrealized loss of $473 in 2007. During the year ended December 31, 2008, the Company sold 10,000 shares resulting in a realized loss of $800 and recorded an additional unrealized loss of $15,026 to December 31, 2008. As a result, the carrying value of the available for sale shares of Golden Spirit is $2,712 as at December 31, 2008.

During the six month period ended June 30, 2009, the Company recorded an unrealized gain of $640. As a result, the carrying value of the available for sale shares of Golden Spirit is $3,353 as at June 30, 2009.

Legacy

During 2003 the Company settled an outstanding debt receivable of $122,988 from Legacy Mining Ltd. (“Legacy”) for the issue of 1,229,880 restricted shares of Legacy representing a then 9.8% interest in Legacy. During 2004, the Company wrote this investment down to $1 because management determined that it was not recoverable within a reasonable period of time.

Effective December 31, 2007 the Company recorded, as other comprehensive income for the year, a $604,440 unrealized gain in the carrying value of its shares of Legacy.

During the year ended December 31, 2008, the Company sold 150,000 Legacy shares resulting in a realized gain of $26,100 and recorded an additional unrealized gain of $270,562 to December 31, 2008. As a result, the carrying value of the available for sale shares of Legacy was $885,502 as at December 31, 2008.

During the six month period ended June 30, 2009, the Company sold 30,985 Legacy shares resulting in a realized loss of $2,987 (net of commissions of $595) and recorded an additional unrealized loss of $440,537 to June 30, 2009. As a result, the carrying value of the available for sale shares of Legacy is $ 419,559 as at June 30, 2009.

Available for sale securities – related parties include the following:


	June 30,	December 31,
	2009	2008

1,048,895 (2008-1,079,880) shares of Legacy Wine & Spirits	$ 419,559	$ 885,502
98,612 (2008- 98,612) shares of Golden Spirit Enterprises Ltd.	3,353	2,712

	$ 422,912	$ 888,214

NOTE 4 – OIL AND GAS PROPERTIES

Oil and gas properties include the following:


	June 30,	December 31,
	2009	2008

Acquisition and exploration costs, unproved, not subject to depletion.	$ 3	$ 3

F-7

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 4 – OIL AND GAS PROPERTIES (con’t.)

The Company's oil and gas activities are currently conducted in the United States. The following costs were incurred in oil and gas acquisition and exploration activities:

Harvester Property, California, USA:

The Company owns a 2% royalty interest carried at a nominal value of $1 due to the uncertainty of realization.

LAK Ranch Oil Project, Wyoming, USA:

The Company owns a 0.7% gross overriding royalty interest on 6,360 acres of oil and natural gas rights located in the Powder River Basin of eastern Wyoming carried at a nominal value of $1 due to the uncertainty of realization.

Uinta Basin Property, Utah:

On October 26, 2004, the Company entered into a Letter of Intent with Pioneer Oil and Gas (“Pioneer”), whereby the Company could acquire an undivided Eighty-Five Percent (85%) working interest and an undivided Sixty-Eight (68%) net revenue interest in 13,189 acres located in Wasatch County, Utah, known as the “Uinta Basin”. The Company paid Pioneer a deposit of $50,000 for the exclusive right to enter into a Participation Agreement with Pioneer on or before January 18, 2005.

On January 18, 2005, the Company entered into the Participation Agreement with Pioneer as described above. The total consideration paid to Pioneer, including the $50,000 deposit described above, was $706,279. In addition, the Company issued 1,200,000 restricted common shares valued at $264,000 on February 7, 2005 as finders’ fees to certain third parties who were responsible for tabling the Uinta Basin Overpressured Gas Project to the Company. The Company also committed to paying a 1.5% gross royalty on all revenue received by it from the Uinta Basin Project.

As part of the agreement, Pioneer agreed to provide the Company with 2-D seismic data crossing the acreage. Any additional seismic that Pioneer or the Company may mutually agree to acquire over the acreage shall be paid for entirely by the Company with the parties owning the data in the same proportion as their working interest in the acreage. In addition, the Company will be required to drill an initial test well at a location on the acreage mutually agreed upon by Pioneer and the Company. The Company will serve as the Operator in drilling the acreage.

The Company shall pay 100% of all costs of drilling the first two wells drilled on the acreage along with 100% of all costs of logging or testing the wells. If either of the first two test wells is deemed a dry hole, the Company shall pay 100% of all costs of plugging and abandoning such well(s) and restoration of the surface upon which the well(s) reached its authorized depth and completion of all tests deemed necessary by the Operator. If the Company elects to complete either or both of the first two wells drilled on the acreage, the Company shall pay 100% of all completion costs through the tanks along with any costs associated to hook up the well(s) to pipeline for the well(s) to be capable of producing into a commercial pipeline for sale. After the first two wells drilled, if productive, are hooked-up to a pipeline and capable of producing oil and gas in commercial quantities, the Company shall pay 85% of all costs of operating the first two wells an d Pioneer shall pay 15% of the operation costs of such wells as reflected in their working interest ownership in such wells. The Company is required to drill a well on the acreage before November 1, 2010, or the acreage acquired will revert back to Pioneer. Since 2008, the Company has been seeking joint venture drilling partners in order to meet its 2010 drilling commitment and to date has been unable to secure a joint venture drilling partner or raise the capital to satisfy an approximate $12,000,000 drilling cost for a 15,000 ft. initial well. Due to this inability to find funding, the Uinta property is being carried at a nominal value of $1 due to the uncertainty of realization. The Company will continue to seek joint venture drilling partners and funding until the 2010 drilling deadline expires. No costs were incurred during the three months ended June 30, 2009 (Year ended December 31, 2008 - $Nil).

F-8

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 5 – ACQUISITION

On March 6, 2009, the Company has signed an agreement to acquire all of the assets of Organa Gardens Inc.(OGI), a Nevada Corporation in the business of hydroponics vertical farming. These assets include, but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E). Both the OGS-D and OGS-E are a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.

The Company will issue up to 25,000,000 Rule 144 shares of its common stock to OGI, to be held in trust and released based on the following terms and gross revenue requirements:

(a) Release of 10,000,000 shares of the Company upon signing this Agreement.

(b) Release of 5,000,000 shares of the Company upon attaining $1,000,000 US in gross revenue.

(d) Release of 5,000,000 shares of the Company upon attaining $4,000,000 US in gross revenue.

None of these shares have been issued to date and the agreement has not yet been finalized.

The Company will raise up to $500,000 US to market and fulfill the required obligations of OGI as outlined in the supplemental agreement(s) to follow. The Company and Organa Gardens Inc.agree to allow the shares to sit in trust for a period of 5 years in order for OGI to meet its sales goals. Should the requirements not be met in all or part, then all of the remaining shares will be returned back to the treasury of the Company.

On June 9, 2009, the Registrant signed an amended agreement to acquire all of the assets of Organa Gardens Inc., a Nevada Corporation in the business of hydroponics vertical farming. These assets include but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E).

Under the terms of the acquisition, the Registrant will issue 3,500,000 restricted 144 shares to Organa Gardens Inc. and/or its nominees (issued) and render a cash commitment of up to $250,000 to complete the final steps of taking the OGS-D and OGS-E to market. This agreement replaces the agreement dated March 9, 2009.

All research and development costs are expensed as incurred and include costs of consultants who conduct research and development on behalf of the Company., For the six months ended June 30, 2009, the incurred $140,882 in research and development costs. (2008 – Nil)

NOTE 5 – DEFERRED COMPENSATION

On November 1, 2006, the Company entered into an agreement with 1063244 Alberta Ltd., (“1063244”), a private company owned by an individual who is in management of the Company, with a two year term, whereby this company provided consulting services to the Company (valued at $48,000) in exchange for 160,000 restricted shares of the Company's common stock. This Company provided Corporate business development and strategy for the Company in connection with the Company's oil & gas exploration and development in the Uinta Basin, Utah.

On August 15, 2007, the Company entered into an agreement with Palisades Financial Ltd., (“Palisades”) a private company owned by a significant shareholder of the Company, for a four year term, whereby Palisades will provide investor relations services to the Company (valued at $32,000) in exchange for 133,333 restricted shares of the Company’s common stock. Palisades will provide services such as researching, editing and generating a company profile, relaying the Company’s business perspectives and distribution of corporate updates, including press releases.

F-9

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

The Company has been amortizing the costs of these services over the respective terms of the contracts. At June 30, 2009, the unamortized portion of the deferred compensation totalled $13,000 (December 31, 2008 - $17,000).

NOTE 7- STOCKHOLDERS’ EQUITY

On February 20, 2009, a majority of the Company’s shareholders entitled to vote on such matters approved a change of the Company’s name to Organa Gardens International Inc. On February 26, 2009, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the Company’s name to Organa Gardens International Inc. The Company also took the necessary steps to change its trading symbol and CUSIP Number whereby the CUSIP Number has changed from 825358 10 4 to 68618Y 10 6. Effective at the opening of business on April 7, 2009, the trading symbol changed from SGNE to OGNG. The name change did not involve any change in the issued or authorized capital of the Company.

(1) 2009 Stock Transactions

During the six months ended June 30, 2009:

(a) The Company issued a total of 500,000 common shares to four (4) placees pursuant to certain private placement agreements. The Company received proceeds of $44,000.

(b) On February 27, 2008 the Company issued 3,500,000 restricted common shares valued at $105,000 with respect to the acquisition of the assets of Organa Gardens Inc. See note 5.

(2) 2008 Stock Transactions

During the six months ended June 30, 2008:

(a) The Company issued a total of 200,000 common shares pursuant to the exercise of options under the Company’s 2007 Stock Incentive and Option Plan at $0.13 per share for total proceeds of $26,000.

(b) On February 27, 2008 the Company issued 50,000 restricted common shares valued at $5,500 to a director for current services

(3)

2009 Stock Options

During the six months ended June 30, 2009, no stock options were granted by the Company.

(a)

The Company’s stock option activity is as follows:


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)

Balance, December 31, 2007	-	-	-

Granted during 2008	419,300	0.11	5.00
Exercised during 2008	(419,300)	0.11

Balance, December 31, 2008	-	-	-
Granted during the peirod	-	-
Exercised during the period	-	-

Balance, June 30, 2009	-	-	-

F-10

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

(b)

As of June 30, 2009, there were 1,141,667 stock options available for grant under the Company’s 2006 Stock Incentive and Option Plan.

(c)

As of June 30, 2009, there were 1,539,033 stock options available for grant under the Company’s 2007 Stock Incentive and Option Plan.

(d)

On June 29, 2009, the Company filed Registration Statements on Form S-8 to register 7,500,000 to be issued pursuant to the Company’s 2009 Stock Incentive and Option Plan. No options were granted.

NOTE 7- STOCKHOLDERS’ EQUITY

(4) 2008 Stock Options

(a)

During 2008, the Company granted a total of 419,300, 5 year common stock options at exercise prices ranging from $0.10 per share to $0.13 per share. The Company recognized stock-based compensation of $16,579 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company

(b)

As of December 31, 2008, there were 1,141,667 stock options available for grant under the Company’s 2006 Stock Incentive and Option Plan.

(c)

As of December 31, 2008, there were 1,758,333 stock options available for grant under the Company’s 2007 Stock Incentive and Option Plan.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2009, the Company incurred 3,160 (2008 -$6,500) in management fees to directors. As at June 30, 2009 the Company owes $9,000 in management fees.

During the six months ended June 30, 2009, the Company incurred $10,958 (2008 - $13,688) in rent and office expenses to a private company controlled by a shareholder.

During the six months ended June 30, 2009, the Company incurred $Nil (2008 - $9,724) in consulting fees, the majority of it which was to a shareholder who is part of management and $2,227 (2008 - $7,534) in professional fees to employees.

During the six months ended June 30, 2009, two companies controlled by significant shareholders earned $4,000 (2008 - $8,000) pursuant to prepaid services agreements.

At June 30, 2009, an amount of $747 (December 31, 2008 - $32,747) was payable toGolden Spirit. These amounts are non-interest bearing and have no specific terms of repayment.

At June 30, 2009, an amount of $167,173 (December 31,2008 - $116,631) was receivable from Legacy. These amounts are unsecured, non-interest bearing and have no specific terms of repayment.

At June 30, 2009, the following amounts are due to related parties:


	June 30, 2009	December 31, 2008

Director	$ 9,000	$ 9,000

Significant shareholders	105,340	58,438

	$ 40,905	$ 67,438

F-11

ORGANA GARDENS INTERNATIONAL INC.

(formerly Shotgun Energy Corporation)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

NOTE 9 – SUPPLEMENTAL CASH FLOW INFORMATION


	Three months ended June 30,
	2009	2008
Cash paid during the period for:
Interest	$ -	$ -
Income taxes	$ -	$ -

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On February 21, 2002, the Company issued 350,000 shares valued at $119,000 to Empire Sterling Corporation (“Empire”) for services to be rendered with respect to the acquisition of ACGT Corporation (“ACGT”). The shares were to be held in trust and not sold until all necessary financing was in place to complete the ACGT acquisition. Empire breached the trust agreement and the Company placed a stop transfer on these shares and requested they be returned to the Company. Empire failed to return the share certificate and as such, the Company commenced court proceedings against the principals of Empire. The Company argued for an interim injunction against all parties and was successful. On May 9, 2002, the Court ordered Empire to deposit the shares with the Court pending judicial disposition. The Company continued to file legal process claiming ownership of the shares and breach of trust inter alia. The Company was successful and has now app lied to have the share certificates released and subsequently cancelled. As of June 30, 2009 and December 31, 2008, the Company is still in the process of having the certificates released.

In February, 2008, the Company received a demand notice from CGG Veritas for failure to pay an outstanding balance of $317,380 pursuant to a Master Agreement and Job Supplement for the Shotgun Draw 2D Seismic Program in Utah. In accordance with Section 15.3 of the Master Agreement and Job Supplement dated March 21, 2007, CGG demanded payment by April 25, 2008. If CGG Veritas is forced to proceed with litigation of this matter, it will seek reimbursement of its attorneys’ fees and expenses related to the litigation. The Company is currently examining various alternatives to resolve this matter. CGG Veritas has not proceeded with litigation as of June 30, 2009 and December 31, 2008.

Commencing August 1, 2002, the Company has leased 1250 sq. ft of office space from Holm Investments Ltd. at $2,050 per month for a period of 3 years which was renewed for an additional 3 years at $2,050 per month and renewed again commencing August 1, 2008 for 3 additional years at $2,200 per month.

F-12

Item 2. Management’s Discussion and Analysis or Plan of Operation.

The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Our Company, Organa Gardens International Inc., was formed under the laws of the State of Nevada on November 29, 1983 under the name Venture Group, Inc. On February 11, 1986, an amendment to the Articles of Incorporation was filed changing the corporate name to Asdar Corporation. On December 10, 1987, another amendment to the Articles of Incorporation was filed changing the corporate name to Asdar Group. On February 18, 2001, Asdar Group filed a Certificate of Reinstatement with the Secretary of State of Nevada. On April 30, 2002, another amendment to the Articles of Incorporation was filed changing the corporate name to Precise Life Sciences Ltd. Additional amendments to the Articles of Incorporation were filed changing the corporate name as follows:

February 18, 2003 - Iceberg Brands Corporation

August 28, 2003 - Avalon Gold Corporation

March 22, 2005 - Avalon Energy Corporation

September 25, 2007 - Shotgun Energy Corporation

April 7, 2009 - Organa Gardens International Inc.

Our Company holds (1) an undivided Eighty-Five Percent (85%) working interest and an undivided Sixty-Eight (68%) net revenue interest in 13,189 acres located in Wasatch County, Utah, known as the "Uinta Basin" and (2) a 0.7% gross overriding royalty interest on 6,360 acres of oil and natural gas rights located in the Powder River Basin of eastern Wyoming.

Our Company is undertaking a new venture as of March 2009. Organa Gardens International Inc.has a vertical hydroponics farming system built to make the most efficient use of light, energy, water, land, temperature and production cycle while growing the highest quality and healthiest plants in an optimum, consistent environment unaffected by weather. The Organa Garden Systems (OGS) provide a means for food production and consumption change to global environmental and ecological sustainability through vertical hydroponics rotary farming.

There are two OGS models; the Discovery (OGS-D) and the Enterprise (OGS-E)

Both the OGS-D and OGS-E are rotary hydroponics vertical farming systems designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.

The Discovery is a strong, low cost ABS plastic model for the home gardener and the Enterprise is a powder-coated steel version for the commercial grower. Both models are modular and can be expanded by stacking them. "The more you stack the more you grow"

-3-

Benefits of the Organa Garden Systems:

- Fresh, nutritious and abundant produce all year-round
- - Localized year-round farming possible, eliminating costly transportation,
spoilage and pollution.
- - Reduces the use of pesticides and preservatives.

- Urban renewal and sustainable community building.
- - Energy and water conservation.

- More frequent harvest.
- - Fully automated and easy to operate.

- Business opportunity for the entrepreneurial businessman or established farmer

On March 6, 2009, the Company signed an agreement to acquire all of the assets of Organa Gardens Inc.(OGI), a Nevada Corporation in the business of hydroponics vertical farming. These assets include, but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E). Both the OGS-D and OGS-E are a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.

The Company was to issue up to 25,000,000 Rule 144 shares of its common stock to OGI, to be held in trust and released based on the following terms and gross revenue requirements:

(a) Release of 10,000,000 shares of the Company upon signing this Agreement.

(b) Release of 5,000,000 shares of the Company upon attaining $1,000,000 US in gross revenue.

(d) Release of 5,000,000 shares of the Company upon attaining $4,000,000 US in gross revenue.

The Company was raise up to $500,000 US to market and fulfill the required obligations of OGI as outlined in the supplemental agreement(s) to follow.The Company and Organa Gardens Inc.agree to allow the shares to sit in trust for a period of 5 years in order for OGI to meet its sales goals. Should the requirements not be met in all or part, then all of the remaining shares will be returned back to the treasury of the Company.

However, On June 9, 2009, the Registrant signed an amended agreement to acquire all of the assets of Organa Gardens Inc., a Nevada Corporation in the business of hydroponics vertical farming. These assets include but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E).

-4-

Our Oil and Gas Properties

The Wyoming Property.

Derek Oil and Gas Corporation, a public company and the operator, now holds a 95% working interest in the LAK Ranch project and is the project operator. The LAK Ranch Project is a strong fit for Derek's corporate focus of using enhanced oil recovery (EOR) techniques to develop new production from reservoirs in North America. Derek and its partner, SEC Oil and Gas Partnership are confident in the ability of Derek's management to drive this project forward as promptly as possible in 2007.

Based on Shotgun’s ongoing agreement with respect to the LAK Ranch, if Derek sells any or all of its interest in the LAK Ranch Property, it will pay to Shotgun, subject to adjustments, 7.5% of the net sales proceeds on the first USD $7,500,000 and 1% on any balance over and above USD$7,500,000.

The LAK Ranch field, originally discovered in the 1920s, covers approximately 7,500 acres in the Powder River basin. Historically, oil production has been sporadic from a limited number of wells completed in the Newcastle Sand due to the abnormally low reservoir temperature in this part of the basin. However, the oil contains high levels of naphtha and the viscosity should respond dramatically to the application of heat through steam injection. To date, Derek has completed SAGD test well pair that was drilled to a depth of 1,000 feet and 1,800 feet horizontally into the Newcastle sand formation. More than 5,000 barrels of oil were recovered in limited preliminary testing. Shotgun, through its predecessor Asdar has received royalty payments from the sale of every barrel of oil sold to date.

The Company has received $Nil in oil royalties for the three months ended June 30, 2009

(2008 - $Nil).

Derek Oil and Gas Corporation has the following plans for the Property over the next twelve months:

* Increase overall production as reservoir heats up from the 12 well program.

* Purchase, permit and install another steam generator to provide more steam into the reservoir.

* Conduct another drilling program in 2008 to increase production, earnings, and cash flow per share, thereby increasing shareholder value

Derek Oil & Gas Corporation currently has secured from a U.S.A. governmental agency the use of twelve beam pumping units that will aid the advancement towards the goal of achieving commercial petroleum production at the Wyoming based LAK Ranch Project.

Six of these beam pumping units will be deployed on the Company's existing pilot vertical steam drive production wells. Management believes that this equipment change will improve productivity, lifting efficiencies, steam drive response and enable higher bottom-hole temperatures. The remaining six beam pumping units will be utilized later in 2009. Previous artificial lift in our pilot project consisted of progressive cavity pumping units that could not withstand the reservoir temperatures reached during a thermal recovery project.

2. The California Property.

The Company owns a 2% royalty interest in the Harvester Property carried at a nominal value of $1 due to the uncertainty of realization.

-5-

3. The Utah Property.

On October 26, 2004, the Company entered into a letter of intent with Pioneer Oil and Gas ("Pioneer"), a Utah Corporation for the exclusive right to enter into a Participation agreement with Pioneer on or before January 18, 2005. The Company advanced Pioneer a $50,000 non-refundable deposit and in return was pledged an exclusivity period to carry out its due diligence with respect to acquiring certain overpressured gas leases in the Uinta Basin, Utah. On January 18, 2005, the Company entered into a Participation Agreement with Pioneer to acquire an undivided Eighty-Five Percent (85%) working interest and an undivided Sixty-Eight (68%) net revenue interest in 13,189 acres located in Wasatch County, Utah, known as the "Uinta Basin".

The Company had an independent title search conducted on the acreage involved in the Participation Agreement and determined that Pioneer had good and marketable title to the leases. As such, on January 18, 2005, the Participation Agreement was duly signed and the balance of $656,279 was delivered to Pioneer to complete the closing. The total consideration paid to Pioneer to acquire the 13,189 acres was $706,279.

In addition, certain non-related parties were responsible for tabling the Uinta Basin Over-pressured Gas Project to the Company. The Company issued 1,200,000 restricted common shares valued at $264,000 on February 7, 2005 to these parties for their efforts resulting in the acquisition of 13,189 acres in Wasatch County, Utah.

The Company has spent a total of $970,279 in acquisition costs and $604,442 in development costs on the Uinta property to date. On January 4, 2007, the USDA Forest Service decided to allow Shotgun Energy to conduct their first proposed seismic exploration project. Shotgun’s project would consist of approximately 7 miles of 2D seismic exploration in the Strawberry Peak and Shotgun Draw area of the South Unit of the Ashley National Forest.

Due to seasonal access constraints, it is expected that the project would not begin until summer of 2007. Recording sensors would be placed along the seismic lines every 22 feet, with surface cables connecting the sensors to a central recording station (large truck). Recording sensors consist of a small microphone, attached to a metal stake. Shot-holes would also be drilled along the seismic line, every 330 feet, to a depth of about 60 feet. Drill holes would be loaded with a small explosive charge, backfilled with cuttings and swelling clays, and then shot to produce seismic energy. Drilling of the shot holes would be conducted using small portable drilling rigs, transported from site to site by either buggy or helicopter. Along existing roads, buggy drills would be used, whereas helicopter drills would be used on steep topography away from existing roads. Access to the seismic line off of existing roads would be by helicopter, by foot, or by ATV. No new roads would be required, and no vegetation would need to be cleared or removed. After completion, all recording sensors and surface cables would be removed. The entire operation is expected to last about 10 days. The Company is currently accepting bids to complete the first seismic line. The Company has accepted a bid from CGG Veritas of Houston to complete the first seismic line. Preparations for the Vibrator Seismic Shoot continue on schedule with the surveying work having been completed the week of August 6, 2007. The vibrator seismic line will be shot under the direction of Veritas DGC Land Inc of Denver covering eight miles along the forest road. The line travels in an east west direction over the southwestern edge of the property and after cutting the north-west regional fault, swings north-north-east along Twelve Hundred Dollar Ridge spanning the property in that direction and crossing two of the three well locations. This ridge is s ub-parallel to the north-south regional fault which also represents possible stratigraphic closure for shallower target horizons. In October, 2007, we confirm the completion of the 2D Seismic Shoot despite inconsistent weather conditions.

-6-

The cost of the seismic program was approximately $350,000. The results of the 2D Seismic program will be processed along with available data from a previous Texaco Seismic shoot which will add to the confidence in the interpretation of the data. In addition, the Company is starting to work on public scoping for the second proposed seismic line (with vibrator trucks).

As part of the agreement, Pioneer has agreed to provide the Company with 2-D seismic data crossing the acreage, on a confidential basis. Any additional seismic that Pioneer or the Company may mutually agree to acquire over the acreage shall be paid entirely by the Company with the parties owning the data in the same proportion as their working interest in the acreage. In addition, the Company will be required to drill an initial test well at a location

on the acreage mutually agreed upon by Pioneer and the Company. The Company will serve as the Operator in drilling the acreage and must drill the initial well prior to November 1, 2010.

The Company shall pay One Hundred Percent (100%) of all costs of drilling the first two wells drilled on the acreage along with 100% of all costs of logging or testing the wells. If either of the first two test wells is deemed a dry hole, the Company shall pay One Hundred Percent (100%) of all costs of plugging and abandoning such well(s) and restoration of the surface upon which the well(s) reached its authorized depth and completion of all tests deemed necessary by the Operator.

If the Company elects to complete either or both of the first two wells drilled on the acreage, the Company shall pay One Hundred Percent (100%) of all completion costs through the tanks along with any costs associated to hook up the well(s) to pipeline for the well(s) to be capable of producing into a commercial pipeline for sale. If the Company does not wish to participate in an attempted completion of a well, the Company shall so notify Pioneer within Twenty-Four (24) hours (excluding Saturday, Sunday and legal holidays) after reaching Casing Point and all electric logs have been received, at which time the provisions of Article VI of the Operating Agreement shall govern such completion attempt.

After the first two wells are drilled and if productive are hooked-up to a pipeline and capable of producing oil and gas in commercial quantities, the Company shall pay 85% of all costs of operating the first two wells and Pioneer shall pay 15% of the operation costs of such wells as reflected in their working interest ownership in such wells.

Subsequent wells drilled after the first two wells on the Contract Acreage shall require Pioneer to either farm out its interest on a well by well basis under Article VI herein or participate or not participate for its interest in the well pursuant to the provisions contained in the Operating Agreement.

The Company is required to drill a well on the acreage before November 1, 2010, or the acreage acquired will revert back to Pioneer. During the year ended December 31, 2008 the Company incurred $Nil (2007 -$508,435) on exploration of the property. The Company was seeking joint venture drilling partners during 2008 in order to meet its 2010 drilling commitment. The Company was unable to secure a joint venture drilling partner or raise any capital to satisfy an approximate $12,000,000 drilling cost for a 15,000 ft. initial well. Due to this inability to find funding, the Uinta property is being carried at a nominal value of $1 due to the uncertainty of realization. The Company will continue to seek joint venture drilling partners and funding until the 2010 drilling deadline expires.

-7-

Available for Sale Securities – related parties.

Golden Spirit

Effective December 31, 2004 the Company recorded, as other comprehensive loss for the year, a $10,000 unrealized loss in the carrying value of its shares of Golden Spirit. During the years ended December 31, 2005 and 2006 the Company recorded additional unrealized losses in the carrying value of its shares of Golden Spirit totaling $90,000 and $8,889 respectively, which were recorded as other comprehensive loss for those years. During the year ended December 31, 2007, the Company sold 2,500 shares resulting in a realized gain of $165 and recorded an additional unrealized loss of $473 in 2007. As a result, the carrying value of the available for sale shares of Golden Spirit is $20,638 as at December 31, 2007 ($21,111 – 2006). During the year ended December 31, 2008, the Company sold 10,000 shares resulting in a realized loss of $800 and recorded an additional unrealized loss of $15,026 to December 31, 2008. As a result, the carrying valu e of the available for sale shares of Golden Spirit is $2,712 as at December 31, 2008. During the six month period ended June 30, 2009, the Company recorded an unrealized gain of $640. As a result, the carrying value of the available for sale shares of Golden Spirit is $3,353 as at June 30, 2009.

Legacy

Effective December 31, 2007 the Company recorded, as other comprehensive income for the year, a $604,440 unrealized gain in the carrying value of its shares of Legacy. As a result, the carrying value of the available for sale shares of Legacy Mining is $614,940 as at December 31, 2007..

During the year ended December 31, 2008, the Company sold 150,000 shares resulting in a realized gain of $26,100 and recorded an additional unrealized gain of $270,562 to December 31, 2008. As a result, the carrying value of the available for sale shares of Legacy Mining is $888,502 as at December 31, 2008.

Available for sale securities – related parties include the following:


	March 31,	December 31,
	2009	2008
1,048,895 (2008-1,199,880) shares of Legacy Wine & Spirits	$ 419,559	$ 719,928
98,611 (2008- 98,611) shares of Golden Spirit Enterprises Ltd.	3,353	26,312
	$ 422,912	$ 746,240

-8-

Liquidity and Capital Resources.

At June 30, 2009, we had total assets of $595,886 including cash of $1,038, taxes recoverable of $2,013. and prepaid expenses of $2,000. We have $3 invested in oil and gas properties, which is represented by $1 for 13,189 acres of gas leases located in Utah, $1 for an oil and gas interest located in Wyoming and $1 for an oil and gas interest located in San Joaquin, California. We have available for sale securities with a fair value of $422,912 as at June 30, 2009 and a long-term receivable from Legacy Wine & Spirits International Ltd. at a value of $167,173. As of December 31, 2008, we had total assets of $1,042,425. The decrease in assets is primarily due to a decrease in the fair value of available for sale securities.

At June 30, 2009, we had current liabilities of $581,786, which was represented by accounts payable and accrued liabilities of $467,446 and $114,340 due to related parties. As of December 31, 2008 we had current liabilities of $546,770. The slight decrease in liabilities was a result of an decrease in related party payables. At June 30, 2009, we had a working capital deficiency of $576,735 (December 31, 2008 - $541,940).

We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time. We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule. No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.

Results of Operations

We have not yet realized any revenue from operations to date. Loss from operations for the three month period ended June 30, 2009 was $132,939 (2008 - $106,910). This slight increase in loss was due to the incurrence of research and development costs..

From inception to June 30, 2009 our Company has incurred cumulative net losses of $24,254,412 resulting primarily from the write-down of $3,815,655 in its interests in oil and gas properties, write-down of $1,406,000 in its interest in ACGT Corporation, write-down of its investment in Legacy Wine & Spirits International Ltd. of 128,288 and also as a result of selling, general and administrative expenses including a litigation settlement of $2,291,070; management and consulting fees of $4,847,994, office and general expenses of $2,634,910; professional fees of $1,089,746; interest expense of $98,282, software development costs of $737,300 and research and development costs of $140,882.. In addition, we received $130,000 in property option income as a recorded value of certain restricted shares in Golden Spirit Enterprises Ltd. (See Item 2, Utah property) $82,138 in interest and royalty income and a gain on the sale of securities – related parties of $21,541.

The cash and equivalents constitute our present internal sources of liquidity.

Because we are not generating any significant revenues, our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.

Our Plan of Operation for the Next Twelve Months

We do anticipate that we will need to raise additional capital within the next 12 months in order to continue as a going concern. We will need to fund the next phase of the Shotgun Draw, Uinta basin Overpressured Gas Project which include an environmental study and permitting and preparation costs to initiate drilling of a gas well. To date we have been unable to secure joint venture partners or any other funding to be able to drill the first well. In 2008, we impair the asset to a nominal value of $1 because of these factors. To the extent that additional capital is raised through the sale of equity or equity- related securities, the issuance of such securities could result in dilution of our stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.

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Organa Gardens International Inc. does not anticipate some expenditures within the next 12 months for its Uinta Basin Property as explained above. The Company may elect to raise funds for potential drilling through equity financing or possible joint venture partnerships. Organa Gardens International Inc. does not anticipate any significant exploration costs within the next 12 months, nor does the Organa Gardens International Inc. anticipate that it will lease or purchase any significant equipment within the next 12 months. Organa Gardens International Inc. does not anticipate a significant change in the number of its employees within the next 12 months. However, Organa Gardens International Inc.will be required to raise $250,000 for its new hydroponic vertical farming project – See above.

Off-Balance Sheet Arrangements

Our company has not entered into any off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of June 30, 2009, we had cash in the amount of $1,038. We have not generated any revenues since inception and have incurred a net loss of $24,254,412 from our inception on January 1, 1996 to June 30, 2009. Our current operating funds are insufficient to cover an environmental study and permitting and preparation costs to initiate drilling of a gas well. It will have to obtain funds through entering into arrangements with collaborative partners or others to accomplish these expenditures. However, we do not have any specific plans for raising the required funds. There is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our anticipated exploration expenditures.

Item 4T. Controls and Procedures.

An evaluation was conducted by our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2009. Based on that evaluation, the CEO and CFO concluded that our controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

1. On February 21, 2002, the Company issued 350,000 shares valued at $119,000 to Empire Sterling Corporation for services to be rendered with respect to the acquisition of ACGT Corporation. The shares were to be held in trust and not sold until all necessary financing was in place to complete the ACGT acquisition. Empire Sterling Corporation breached the trust agreement and the Company placed a stop transfer on these shares and requested they be returned to the Company. Empire Sterling Corporation failed to return the share certificate and as such, the Company commenced court proceedings against the principals of Empire Sterling Corporation. The Company argued for an interim injunction against all parties and was successful. On May 9, 2002, the Court ordered Empire Sterling Corporation to deposit the shares with the Court pending judicial disposition. The Company continued to file legal process cla iming ownership of the shares and breach of trust inter alia. The Company was successful and has now applied to have the share certificate released and subsequently cancelled. As of June 30, 2009, the Company is still in the legal process of having the certificate released.

In February, 2008, the Company received a demand notice from CGG Veritas for failure to pay an outstanding balance of $317,380 pursuant to a Master Agreement and Job Supplement for the Shotgun Draw 2D Seismic Program in Utah. In accordance with Section 15.3 of the Master Agreement and Job Supplement dated March 21, 2007, CGG has demanded payment by April 25, 2008. If CGG Veritas is forced to proceed with litigation of this matter, it will seek reimbursement of its attorneys’ fees and expenses related to the litigation. The Company is currently in examining various alternatives to resolve this matter .CGG Veritas has not proceeded with litigation as of June 30, 2009.

ITEM 1A. Risk Factors

Not Applicable

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

On February 20, 2009, that a majority of the shareholders entitled to vote on such matters approved a change of name from Organa Gardens International Inc. to “Organa Gardens International Inc.” On February 26, 2009, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to Organa Gardens International Inc. The Company also took the necessary steps to change its symbol and CUSIP Number. Therefore, the CUSIP Number has changed from 825358 10 4 to 68618Y 10 6. Effective at the opening of business on April 7, 2009, the symbol will change from SGNE to “OGNG”. The name change did not involve any change in the issued or authorized capital of the Company.

(1) 2009 Stock Transactions

During the six months ended June 30, 2009:

(a) The Company issued a total of 500,000 common shares to four (4) placees pursuant to certain private placement agreements. The Company received proceeds of $44,000.

(b) On February 27, 2008 the Company issued 3,500,000 restricted common shares valued at $105,000 with respect to the acquisition of the assets of Organa Gardens Inc.

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(2) 2008 Stock Transactions

During the six months ended June 30, 2008:

(b) On February 27, 2008 the Company issued 50,000 restricted common shares valued at $5,500 to a director for current services

(3)

2009 Stock Options

During the six months ended June 30, 2009, no stock options were granted by the Company.

(a)

The Company’s stock option activity is as follows:


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)

Balance,December 31, 2007	-	-	-

Granted during 2008	419,300	0.11	5.00
Exercised during 2008	(419,300)	0.11

Balance,December 31, 2008	-	-	-
Granted during the peirod	-	-
Exercised during the period	-	-

Balance,June 30, 2009	-	-	-

(b)

As of June 30, 2009, there were 1,141,667 stock options available for grant under the Company’s 2006 Stock Incentive and Option Plan.

(c)

As of June 30, 2009, there were 1,539,033 stock options available for grant under the Company’s 2007 Stock Incentive and Option Plan.

(d)

On June 29, 2009, the Company filed Registration Statements on Form S-8 to register 7,500,000 to be issued pursuant to the Company’s 2009 Stock Incentive and Option Plan. No options were granted.

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(4) 2008 Stock Options

(a)

(b)

As of December 31, 2008, there were 1,141,667 stock options available for grant under the Company’s 2006 Stock Incentive and Option Plan.

(c)

As of December 31, 2008, there were 1,758,333 stock options available for grant under the Company’s 2007 Stock Incentive and Option Plan.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to Vote of Security Holders

None.

ITEM 5. Other Information

None

ITEM 6. EXHIBITS

Exhibit 31.1 - Section 906 Certification of Periodic Report of the Chief Executive Officer.

Exhibit 31.2 - Section 906 Certification of Periodic Report of the Chief Financial Officer.

Exhibit 32.1 - Section 302 Certification of Periodic Report of the Chief Executive Officer.

Exhibit 32.2 - Section 302 Certification of Periodic Report of the Chief Financial Officer.

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SIGNATURES

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



	ORGANA GARDENS INTERNATIONAL INC.


Date: August 18,2009	By: /s/ C. Scheive
	Christopher Scheive
	President and C.E.O

Date: August 18, 2009	By: /s/ J. Cruz
	Jaclyn Cruz
	Secretary. Treasurer and C.F.O.

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EX-31.1 2 ex311.htm

Exhibit 31.1

CERTIFICATION

I, Christopher Scheive, certify that:

1. I have reviewed this Quarterly report on Form 10-Q of ORGANA GARDENS INTERNATIONAL INC.;

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

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in 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 15d-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.

Date: August 19, 2009

/s/Christopher Scheive

Christopher Scheive

President

ORGANA GARDENS INTERNATIONAL INC.

EX-31.2 3 ex312.htm

Exhibit 31.2

CERTIFICATION

I, Jaclyn Cruz, certify that:

1. I have reviewed this Quarterly report on Form 10-Q of ORGANA GARDENS INTERNATIONAL INC.;

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

Date: August 19, 2009

/s/Jaclyn Cruz

Jaclyn Cruz

Chief Financal Officer

ORGANA GARDENS INTERNATIONAL INC..

EX-32.1 4 ex321.htm

Exhibit 32.1

Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of ORGANA GARDENS INTERNATIONAL INC. for the Quarter ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Christopher Scheive, as the equivalent of the chief executive officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(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 operations of the Partnership.

	/s/Christopher Scheive
	Name: Christopher Scheive
	Date: August 19, 2009

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2 5 ex322.htm

Exhibit 32.2

Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of ORGANA GARDENS INTERNATIONAL INC. for the Quarter ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jaclyn Cruz, as the equivalent of the Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(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 operations of the Partnership.

	/s/Jaclyn Cruz
	Name: Jaclyn Cruz
	Date: August 19, 2009

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