0001144204-09-047766.txt : 20090910 0001144204-09-047766.hdr.sgml : 20090910 20090910094948 ACCESSION NUMBER: 0001144204-09-047766 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090731 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aurora Oil & Gas CORP CENTRAL INDEX KEY: 0000933157 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870306609 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32888 FILM NUMBER: 091061776 BUSINESS ADDRESS: STREET 1: 4110 COPPER RIDGE DRIVE STREET 2: SUITE 100 CITY: TRAVERSE CITY STATE: MI ZIP: 49684 BUSINESS PHONE: (231) 941-0073 MAIL ADDRESS: STREET 1: 4110 COPPER RIDGE DRIVE STREET 2: SUITE 100 CITY: TRAVERSE CITY STATE: MI ZIP: 49684 FORMER COMPANY: FORMER CONFORMED NAME: CADENCE RESOURCES CORP DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL SILVER MINES INC DATE OF NAME CHANGE: 19960223 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ROYAL MINES INC DATE OF NAME CHANGE: 19950908 8-K 1 v160068_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):			July 31, 2009

AURORA OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)

UTAH	000-25170	87-0306609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4110 Copper Ridge Drive, Suite 100, Traverse City, MI				49684
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code:				(231) 941-0073


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously reported on July 12, 2009, Aurora Oil & Gas Corporation (the “Company”) and the Company’s subsidiary, Hudson Pipeline & Processing Co., LLC (together, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Western District of Michigan (the “Court”). The Debtors’ case is 09-08254(SWD).

As required in connection with the Debtors’ cases under the Bankruptcy Code, on September 4, 2009 the Debtors’ filed unaudited stand-alone Monthly Operating Reports for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one and seven months ended July 31, 2009 and balances as of July 12, 2009 (filing date) and July 31, 2009 (the "MOR’s") with the Court. A copy of the MOR’s are filed as Exhibit 99.1 and Exhibit 99.2 to this report.

The MOR’s were prepared solely for the purpose of complying with monthly reporting requirements of the Bankruptcy Code and in a format prescribed under the Bankruptcy Code and should not be used for investment purposes. The MOR’s are limited in scope and cover a limited time period and may not be indicative of the Debtors’ financial condition or results of operations for any period that would be reflected in the Debtors’ financial statements or, if filed, its periodic reports under the Securities Exchange Act of 1934, as amended. The financial information that the MOR’s contain is preliminary and unaudited and is subject to revision and additional qualifications and limitations as described in the Explanatory Notes to the MOR’s. Readers are advised to read and consider such qualifications and limitations carefully. The MOR’s will not be subject to audit or review by the Company’s external auditors on a stand-alone basis at any time in the future. The financial statements in the MOR’s are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. There can be no assurance that the information in the MOR’s are complete, and the Debtors’ caution readers not to place undue reliance on the MOR’s. The information in the MOR’s is not, and should not be viewed as, indicative of future results.

Additional information regarding the Debtors' bankruptcy cases, including access to court documents and other general information, are available to the public at www.donlinrecano.com/aurora. Information contained on, or that can be accessed through, this website is not part of this report.

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements by the Debtors’ of expectations, anticipations, beliefs, plans, intentions, targets, estimates, or projections and similar expressions relating to the future are forward-looking statements within the meaning of these laws. Forward-looking statements in some cases can be identified by their being preceded by, followed by or containing words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" and other similar expressions. Forward-looking statements are based on assumptions and assessments made by the Debtors’ management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of the Debtors’ future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements. Except as required by law, the Debtors’ undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investors are cautioned that all forward-looking statements involve risks and uncertainties including without limitation the Debtors’ ability to continue as a going concern; the Debtors’ ability to obtain debtor-in-possession (“DIP”) financing or authorization to use cash collateral on an interim or final basis to fund the Debtors’ working capital or other needs; the Debtors’ ability to obtain Court approval with respect to motions in the chapter 11 cases prosecuted by the Debtors’ from time to time; the Debtors’ ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Debtors’ bankruptcy cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period that the Debtors’ has to propose and confirm a plan of reorganization, for the appointment of a chapter 11 trustee or examiner or to convert the Debtors’ bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; the Debtors’ ability to obtain and maintain normal terms with vendors, service providers, and leaseholders and to obtain orders authorizing payments to such parties; the Debtors’ ability to maintain contracts that are critical to its operations; the potential adverse impact of the Debtors’ bankruptcy cases on the Debtors’ liquidity or results of operations; the Debtors’ ability to fund and execute its business plan; the Debtors’ ability to attract, motivate and retain key executives and employees; the Debtors’ ability to enter into hedging contracts; general market conditions; adverse capital and credit market conditions; the costs and accidental risks inherent in exploring and developing new oil and natural gas reserves; the price for which such reserves and production can be sold; fluctuation in prices of oil and natural gas; the uncertainties inherent in estimating quantities of proved reserves and cash flows; competition; actions by third party co-owners in properties in which the Debtors’ also owns an interest; acquisitions of properties and businesses; operating hazards; environmental concerns affecting the drilling of oil and natural gas wells; impairment of oil and natural gas properties due to depletion, low oil and gas prices, or other causes; and hedging decisions, including whether or not to hedge. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Debtors’ various pre-petition liabilities and the Debtors’ common stock. No assurance can be given as to what values, if any, will be ascribed in the chapter 11 cases to each of these constituencies. No assurance can be given that there will be any remaining value for shareholders if and when the Debtors’ emerges from bankruptcy. Accordingly, the Debtors’ urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits

99.1	Aurora Oil & Gas Corporation Monthly Operating Report for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one and seven months ended July 31, 2009 and balances as of July 12, 2009 (filing date) and July 31, 2009.

99.2	Hudson Pipeline & Processing Co., LLC Monthly Operating Report for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one and seven months ended July 31, 2009 and balances as of July 12, 2009 (filing date) and July 31, 2009.

SIGNATURE

According 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 hereunto duly authorized.



	AURORA OIL & GAS CORPORATION

Date: September 10, 2009	By:	/s/ Barbara E. Lawson
		By: Barbara E. Lawson Its: Chief Financial Officer

EX-99.1 2 v160068_ex99-1.htm Unassociated Document

EXHIBIT 99.1

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED: JULY 31, 2009

IN RE:	:	CASE NO.:	09-08254 (SWD)
	:	Chapter 11
AURORA OIL & GAS CORPORATION,	:	Judge:	Honorable Scott W. Dales
Debtor.	:

As debtor in possession, I affirm:

1. That I have reviewed the financial statements attached hereto, consisting of:

X	Operating Statement	(Form 2)
X	Balance Sheet	(Form 3)
X	Summary of Operations	(Form 4)
X	Monthly Cash Statement	(Form 5)
X	Statement of Compensation	(Form 6)
X	Schedule of In-Force Insurance	(Form 7)

and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated.

2. That the insurance, including workers’ compensation and unemployment insurance, as described in Section 4 of the Reporting Requirements for Chapter 11 Cases is in effect. (If not, attach a written explanation.)YES __X__NO _____

3. That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and Reporting Requirements For Chapter 11 cases are current. (If not, attach a written explanation.)

YES _____ NO _____ N/A X

4. No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. (If not, attached a written explanation.)

YES _____ NO X

5. All United States Trustee Quarterly fees have been paid and are current.

YES _____ NO _____ N/A X

6. Have you filed your prepetition tax returns. (If not, attach a written explanation.)

YES X No _____

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

Dated: September 4, 2009	/s/ Sanford R. Edlein
	Debtor in Possession

	Chief Restructuring Officer	(231) 941-0073
	Title	Phone

FORM 1

CASE NAME: Aurora Oil & Gas Corporation
CASE NUMBER: 09-08254 (SWD)

FORM 1 ITEM 4 ATTACHMENT

DEBTOR RELATED PROFESSIONALS

	Amount Paid
	During
	07/13/09 -
Name	07/31/09

Huron Consulting (covering the period of 7/13/09 - 7/26/09)	$	92,289

ORDINARY COURSE PROFESSIONALS

	Amount Paid
	During
	07/13/09 -
Name	07/31/09

Schlumberger Technology (critical vendor)	$	18,000
Ed Sines (emergency check request covering the period of 7/13/09 - 7/15/09)		2,928
John Cole (emergency check request covering the period of 7/13/09 - 7/19/09)		5,110
TOTAL ORDINARY COURSE PROFESSIONALS	$	26,038

AURORA OIL & GAS CORPORATION (THE “COMPANY”)

EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT

DATED AS OF JULY 31, 2009

This Monthly Operating Report (“MOR”) has been signed by the Company’s Chief Restructuring Officer, Sanford R. Edlein. The MOR was prepared by the Company’s staff with management oversight. Mr. Edlein does not have personal knowledge of every item identified in the MOR and has relied upon the work of Company management. In reviewing and signing the MOR, Mr. Edlein has relied upon the accuracy and integrity of the Company’s books and records, and it is possible that further review thereof may require amendment of the MOR.

This MOR is preliminary and unaudited and reflects results for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one and seven months ended July 31, 2009 and balances as of July 12, 2009 (filing date) and July 31, 2009. This MOR should be read together and concurrently with the Company’s first quarter 2009 Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on May 8, 2009 and the Company’s Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 13, 2009 for a comprehensive description of our current financial condition and operating results. This MOR should also be read together and concurrently with Forms 8-K filed with the SEC during 2009. This MOR is being provided to the Bankruptcy Court and the U.S. Trustee.

This MOR is unaudited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future. This MOR includes the results of the ceiling test write-down during first quarter 2009 and the reclassification of mortgage payable to current as a result of a default that occurred due to the Company’s chapter 11 bankruptcy filing. Results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year. Accordingly, each period reported in the MOR should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings.

This MOR is presented in a format providing information required under local rules and incorporating measurements used for internal operating purposes, rather than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. This MOR does not include certain financial statements and explanatory footnotes, including disclosures required under GAAP.

5.	This MOR is presented on a stand alone basis for the Company and does not include any subsidiary activity. Therefore, intercompany balances have not been eliminated.

The Company’s subsidiaries are as follows:

Aurora Operating, LLC ("AOP") is a limited liability company engaged primarily in oil and gas operations and development. AOP holds certain oil and gas properties in the New Albany Shale project. The Company owns 71% of AOP.

Indiana Royalty Trustory, LLC ("IRT") is a limited liability company engaged primarily in investments in royalties and other financial instruments. The Company holds a 51% interest in IRT.

Hudson Pipeline & Processing Co., LLC ("HPPC") is a limited liability company that owns and operates various pipelines and processing facilities located in Hudson Township area of the Michigan Antrim play. The Company holds a 96.1% interest in HPPC.

Celebration Mining ("CMC") is a wholly-owned subsidiary of the Company that owns a 25% interest in a silver mine located in Utah. No production has occurred from the mine since the 1930’s. Activity in CMC primarily relates to general and administrative expenses associated with the marketability of the company for sale and compliance with various legal requirements.

Bach Services & Manufacturing Co., LLC ("BSM") was sold on June 10, 2009. BSM was a limited liability company which provided oil and gas field services and construction services related to building pipelines, compressor packages, and processing facilities to various oil and gas companies principally in the Michigan Antrim play. The Company owned 100% of BSM.

CASE NAME: Aurora Oil & Gas Corporation
CASE NUMBER: 09-08254 (SWD)

	OPERATING STATEMENTS
	PERIOD			PERIOD
	07/01/09 -			07/13/09 -			MONTH			YTD			MONTH		MONTH		MONTH		MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Jul-09			Aug-09		Sep-09		Oct-09		Nov-09		Dec-09
REVENUES:
Oil and natural gas sales	$	363,720		$	578,008		$	941,728		$	6,764,572
Pipeline transportation and marketing		2,805			4,551			7,356			51,559
Interest and other		39,330	(2)		62,334			101,664			859,514
Total revenues		405,855			644,893			1,050,748			7,675,645			-		-		-		-		-
EXPENSES:
Production taxes		11,348			18,029			29,377			211,801
Production and lease operating expense		312,982			486,401			799,383			5,787,089
General and administrative expense		1,117,559	(1)		689,985			1,807,544			7,009,559
Oil and natural gas depletion and amortization		54,587			90,114			144,701			997,140
Other assets depreciation and amortization		7,590			12,017			19,607			158,440
Interest expense		435,346			686,449			1,121,795			6,490,104
Ceiling write-down of oil and gas properties		-			-			-			53,639,522
Taxes (refunds), other		2,403			3,232			5,635			(62,416	)
Total expenses		1,941,815			1,986,227			3,928,042			74,231,239			-		-		-		-		-
NET LOSS		(1,535,960	)		(1,341,334	)		(2,877,294	)		(66,555,594	)		-		-		-		-		-
NET LOSS ATTRIBUTABLE TO
NONCONTROLLING INTEREST		-			(5,298	)		(5,298	)		(24,359	)
NET LOSS INCOME FROM
CONTINUING OPERATIONS		(1,535,960	)		(1,346,632	)		(2,882,592	)		(66,579,953	)		-		-		-		-		-
DISCONTINUED OPERATIONS:
Operating loss		-			(6,500	)		(6,500	)		(287,285	)
Loss on disposal		-			-			-			(1,434,858	)
Loss from discontinued operations		-			(6,500	)		(6,500	)		(1,722,143	)		-		-		-		-		-
NET LOSS AFTER DISCONTINUED
OPERATIONS ATTRIBUTABLE TO
AURORA COMMON SHAREHOLDERS	$	(1,535,960	)	$	(1,353,132	)	$	(2,889,092	)	$	(68,302,096	)	$	-	$	-	$	-	$	-	$	-

(1) - One time write-offs in the amount of $0.4 million related to inventory and processing assets was recorded as general and administrative expense during the period. This balance also includes a severance payment in the amount of $0.1 million (including applicable payroll taxes) to William Deneau, former CEO.

(2) - Amount was reduced by $63,033 from the informal report submitted to the U.S. Trustee to properly account for activity during the period of July 1, 2009 - July 12, 2009.

FORM 2

CASE NAME: Aurora Oil & Gas Corporation
CASE NUMBER: 09-08254 (SWD)

	BALANCE SHEETS
	Filing Date			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,340,664		$	2,334,119
Short-term investments		659,317			659,944
Accounts receivable:
Oil and natural gas sales		1,173,079			1,311,732
Joint interest owners		447,577	(3)		385,093
Intercompany		693,998	(4)		591,283	(4)
Note receivable - related party		132,181	(1)		132,181	(1)
Materials inventory		632,067			608,812
Prepaid expenses and other current assets		1,604,088			1,544,735
Total current assets		7,682,971			7,567,899			-		-		-		-		-
PROPERTY AND EQUIPMENT:
Land		264,022			264,022
Oil and natural gas properties, using full cost accounting:
Proved properties		38,804,426			39,262,183
Unproved properties		46,917,195			46,434,323
Less: accumulated depletion and amortization		(20,650,771	)		(20,740,885	)
Total oil and natural gas properties, net		65,070,850			64,955,621			-		-		-		-		-
Other property and equipment:
Other property and equipment		4,144,541			4,144,541
Less: accumulated depreciation		(791,242	)		(803,259	)
Total other property and equipment, net		3,353,299			3,341,282			-		-		-		-		-
Total property and equipment, net		68,688,171			68,560,925			-		-		-		-		-
OTHER ASSETS:
Note receivable		11,830,385			11,830,385
Debt issuance costs (net of accumulated amortization of $1,089,087)		952,560			927,084
Other		8,848,781			8,854,082
Total other assets		21,631,726			21,611,551			-		-		-		-		-
TOTAL ASSETS	$	98,002,868		$	97,740,375		$	-	$	-	$	-	$	-	$	-

FORM 3

CASE NAME: Aurora Oil & Gas Corporation
CASE NUMBER: 09-08254 (SWD)

	BALANCE SHEETS
	Filing Date			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	2,436,489	(3)	$	3,018,016
Accrued interest		5,223,127			5,713,545
Note payable - related party		1,040,000	(2)		1,040,000	(2)
Current portion of mortgage payable		2,568,685			2,568,685
Senior secured credit facility		72,021,446			72,021,446
Second lien term loan		51,871,073			51,871,073
Total current liabilities		135,160,820			136,232,765			-		-		-		-		-
LONG-TERM LIABILITIES:
Asset retirement obligation		1,737,409			1,746,968
Other long-term liabilities		419,336			417,875
Total long-term liabilities		2,156,745			2,164,843			-		-		-		-		-
Total liabilities		137,317,565			138,397,608			-		-		-		-		-
(DEFICIT) EQUITY
Shareholders’ (deficit) equity:
Common stock, $0.01 par value		1,032,828			1,032,828
Additional paid-in capital		142,685,964			142,685,964
Accumulated deficit		(183,251,506	)(3)		(184,599,340	)
Total shareholders’ (deficit) equity		(39,532,714	)		(40,880,548	)		-		-		-		-		-
Noncontrolling interest		218,017			223,315
Total (deficit) equity		(39,314,697	)		(40,657,233	)		-		-		-		-		-
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	98,002,868		$	97,740,375		$	-	$	-	$	-	$	-	$	-

(1) - Amount represents note receivable from Indiana Royalty Trustory, LLC which AOG holds a 51% interest and is recorded at the gross amount.

(2) - Amount represents note payable to Aurora Operating, LLC which AOG holds a 71% interest and is recorded at the gross amount.

(3) - Joint interest owner account receivables, accounts payable and accrued liabilities, and accumulated deficit were reduced by $2,747, $108,023 and $105,276, respectively from the informal report submitted to the U.S. Trustee as a result of adjustments to estimated accrued liabilities and to properly account for interest income activity during the period July 1, 2009 - July 12, 2009.

(4) - Amounts represent intercompany receivables from AOP, IRT, HPPC and CMC as defined in the "Explanatory Notes to the Monthly Operating Report" accompanying this MOR.

FORM 3

CASE NAME: Aurora Oil & Gas Corporation
CASE NUMBER: 09-08254 (SWD)

	SUMMARY OF OPERATIONS
	SCHEDULE OF POST-PETITION TAXES PAYABLE
	Filing Date			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09

INCOME TAXES WITHHELD:
Federal	$	-		$	-
State		-			-
Local		-			-
FICA WITHHELD		-			-
EMPLOYERS FICA		-			-
UNEMPLOYMENT TAX:
Federal		-			-
State		-			-
SEVERANCE TAXES		5,924			-
PROPERTY TAXES		234,033			234,033
STATE INCOME TAXES		600			600
WORKERS' COMPENSATION		-			-
TOTAL POST-PETITION TAXES PAYABLE	$	240,557		$	234,633		$	-	$	-	$	-	$	-	$	-

Note: Payroll was paid on July 31, 2009 and therefore no accrual exists at July 31, 2009.

	AGING OF ACCOUNTS RECEIVABLE
	AGED AS OF			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
0-29 Days	$	859,964		$	834,840
30-59 Days		458,658			357,127
60-89 Days		114,002			35,509
90+ Days		81,102			359,574
Other		106,930	(1)		109,775	(2)
TOTAL	$	1,620,656		$	1,696,825		$	-	$	-	$	-	$	-	$	-


	AGING OF ACCOUNTS PAYABLE
	AGED AS OF			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
0-29 Days	$	962,389		$	1,053,005
30-59 Days		286,518			665,569
60-89 Days		1,576			300
90+ Days		-			-
TOTAL	$	1,250,483		$	1,718,874		$	-	$	-	$	-	$	-	$	-

Note: This form does not include intercompany accounts receivable.

(1) - Amount relates to $58,087 of note receivable interest, $41,537 of Bach insurance premiums and $7,306 of COBRA and unbilled LOE/property tax charges from joint partners.

(2) - Amount relates to $59,494 of note receivable interest, $41,537 of Bach insurance premiums and $8,744 of COBRA and unbilled LOE charges from joint partners.

FORM 4

BANK RECONCILIATION AND CASH ACTIVITY REPORT

Period From July 13 - July 31, 2009

Case Name: Aurora Oil & Gas Corporation
Case Number: 09-08254 (SWD)

		Bank:	Northwestern Bank			JPMorgan Chase			JPMorgan Chase			Charles Schwab & Co.			Northwestern Bank Money Market
		Purpose (Type):	Concentration Account			Operating Account (DIP)			Disbursement Account (DIP)			Investment Account			(Collateral for LC)		TOTAL

		Bank Balance (7/31/09)	$	23,185		$	661,855		$	112,905		$	1,652,124		$	659,944	$	3,110,013

		Add: Deposits in Transit		-			-			-			-			-		-

		Subtract: Outstanding Checks		(5,925	)		-			(110,525	)		-			-		(116,450	)

		Adjusted Bank Balance (7/31/09)	$	17,260		$	661,855		$	2,380		$	1,652,124		$	659,944	$	2,993,563

Cash Activity Report

	A	Beginning Book Balance (7/12/09; including reconciling item of $123)	$	27,639		$	90,000		$	-		$	2,222,525		$	659,317	$	2,999,481

	B	Receipts		580			549,218			-			96			627		550,520

	C	Transfers In (from other accounts)		-			250,000			207,205			-			-		457,205

	D	Balance Available		28,219			889,218			207,205			2,222,620			659,944		4,007,206

	E	Disbursements (including reversal of reconciling item of $123)		(10,959	)		(20,158	)		(204,825	)		(320,496	)		-		(556,439	)

	F	Transfers Out		-			(207,205	)		-			(250,000	)		-		(457,205	)

	G	Ending Book Balance (7/31/09)	$	17,260		$	661,855		$	2,380		$	1,652,124		$	659,944	$	2,993,563

* A sweep account at Northwestern Bank is associated with this operating account. Effective July 20, 2009, the sweep account was closed. Also, a zero-balance account for disbursement is associated with this operating account. The presentation of this account in the reconciliation and cash activity is consoldiated for these associated accounts.

** A predecessor account at JPMorgan Chase was established prior to the petition date of 7/12/09, in anticipation of the filing. A minimal amount of activity occurred prior to the filing date, after which the account was closed/merged into the new JPMorgan Chase DIP account. The presentation of this account in the reconciliation and cash activity is consolidated for these accounts.

Other Monies on Hand

Aurora keeps $500 in petty cash on hand.

Cash Receipts and Disbursements Detail	TOTAL

Receipts
Operations	$	324,726
Other Receipts		225,795
Total Receipts	$	550,521

Disbursements
Operations	$	181,449
CapEx		-
SG&A		85,499
Lenders fees		-
Debt Service		170,802
Restructuring fees		118,811
Changes in working capital		-
Reconciling item		(123	)
Total Disbursements	$	556,438

FORM 5

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	July 31, 2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Richard Deneau	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:




Current Compensation Paid:				7/13 - 7/31/09

				-

Current Benefits Paid:				7/13 - 7/31/09

	Health Insurance			N/A

	Life Insurance			N/A

	Retirement			N/A

	Company Vehicle			N/A

	Travel			-

	Other Benefits			N/A

	Total Benefits			-


Current Other Payments Paid:				7/13 - 7/31/09

	Rent Paid			N/A

	Loans			N/A

	Other - Consulting Fees*			875.00

	Other - Consulting Travel			-

	Other - Retainer**			(9,125.00)

	Total Other Payments			(8,250.00)

CURRENT TOTAL OF ALL PAYMENTS:				7/13 - 7/31/09

				(8,250.00)


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer

* Acting as a Consultant, he reduced his retainer to cover cost.
** Returned Retainer.

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	July 31, 2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Wayne Schaeffer	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:




Current Compensation Paid:				7/13 - 7/31/09

				-

Current Benefits Paid:				7/13 - 7/31/09

	Health Insurance			N/A

	Life Insurance			N/A

	Retirement			N/A

	Company Vehicle			N/A

	Travel			-

	Other Benefits			N/A

	Total Benefits			-


Current Other Payments Paid:				7/13 - 7/31/09

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				7/13 - 7/31/09

				-


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	July 31, 2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Gary J. Myles	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:




Current Compensation Paid:				7/13 - 7/31/09

				2,375.00

Current Benefits Paid:				7/13 - 7/31/09

	Health Insurance			N/A

	Life Insurance			N/A

	Retirement			N/A

	Company Vehicle			N/A

	Travel			-

	Other Benefits			N/A

	Total Benefits			-


Current Other Payments Paid:				7/13 - 7/31/09

	Rent Paid			N/A

	Loans			N/A

	Other - Committee Meals*			117.89

	Other (Describe)			N/A

	Other (Describe)			N/A

	Total Other Payments			117.89

CURRENT TOTAL OF ALL PAYMENTS:				7/13 - 7/31/09

				2,492.89


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer

*Reimbursement of committee meeting meals.

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	July 31, 2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Kevin Stulp	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:




Current Compensation Paid:				7/13 - 7/31/09

				-

Current Benefits Paid:				7/13 - 7/31/09

	Health Insurance			N/A

	Life Insurance			N/A

	Retirement			N/A

	Company Vehicle			N/A

	Travel			-

	Other Benefits			N/A

	Total Benefits			-


Current Other Payments Paid:				7/13 - 7/31/09

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				7/13 - 7/31/09

				-


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	July 31, 2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Earl Young	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:




Current Compensation Paid:				7/13 - 7/31/09

				500.00

Current Benefits Paid:				7/13 - 7/31/09

	Health Insurance			N/A

	Life Insurance			N/A

	Retirement			N/A

	Company Vehicle			N/A

	Travel			-

	Other Benefits			N/A

	Total Benefits			-


Current Other Payments Paid:				7/13 - 7/31/09

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				7/13 - 7/31/09

				500.00


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	July 31, 2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	John E. McDevitt	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:




Current Compensation Paid:				7/13 - 7/31/09

				-

Current Benefits Paid:				7/13 - 7/31/09

	Health Insurance			N/A

	Life Insurance			N/A

	Retirement			N/A

	Company Vehicle			N/A

	Travel			-

	Other Benefits			N/A

	Total Benefits			-


Current Other Payments Paid:				7/13 - 7/31/09

	Rent Paid			N/A

	Loans			N/A

	Other - Retainer*			N/A

	Other (Describe)			N/A

	Other (Describe)			N/A

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				7/13 - 7/31/09

				-


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer

*Resigned as AOG's President 11/13/08. McDevitt joined BOD's 11/15/08 and AOG paid retroactive
BOD retainer fee for the period 11/15/08 - 5/31/09.

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	7/31/2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	David Deneau	Capacity:		Shareholder
				Officer
				Director
			X	Insider

Detailed Description of Duties:
Land Supervisor



Current Compensation Paid:				July 13 -31

				3,818.18

Current Benefits Paid:				July 13 -31

	Health Insurance			-

	Life Insurance			N/A

	Retirement 401(k)			N/A

	Company Vehicle			N/A

	Travel			N/A

	Other Benefits			-
	Co. Share FICA & Medic			292.09

	Total Benefits			292.09


Current Other Payments Paid:				July 13 -31

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			-

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				July 13 -31

				$4,110.27


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer
Note: 401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	7/31/2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Jeffrey Deneau	Capacity:		Shareholder
			X	Officer
				Director
			X	Insider

Detailed Description of Duties:
Investor Relations Officer and Treasurer



Current Compensation Paid:				July 13 -31

				6,363.64

Current Benefits Paid:				July 13 -31

	Health Insurance			-

	Life Insurance			N/A

	Retirement 401(k)			N/A

	Company Vehicle			N/A

	Travel			N/A

	Other Benefits			-
	Co. Share FICA & Medic			92.27

	Total Benefits			92.27


Current Other Payments Paid:				July 13 -31

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			-

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				July 13 -31

				$ 6,455.91


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer
Note: 401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	7/31/2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	John Hunter	Capacity:		Shareholder
			X	Officer
				Director
			X	Insider

Detailed Description of Duties:
Vice President of Exploration and Production



Current Compensation Paid:				July 13 -31

				5,950.00

Current Benefits Paid:				July 13 -31

	Health Insurance			-

	Life Insurance			N/A

	Retirement 401(k)			N/A

	Company Vehicle			N/A

	Travel			N/A

	Other Benefits-Relocation Exp			1,590.91
	Co. Share FICA & Medic			558.87

	Total Benefits			2,149.78


Current Other Payments Paid:				July 13 -31

	Rent Paid			N/A

	Loans			N/A

	Other- June Expense Report			-

	Other: Carried Working Interest			-
	Under Venator Energy LLC, John Hunter has a balance due to AOG of $201,834.13
	as of 7/31/09
	Other: JIB'd Working Interest			-
	Under Venator Energy LLC, John Hunter has a balance due to AOG of $52.98 as of 7/31/09

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				July 13 -31

				$ 8,099.78

Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer
Note: 401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	7/31/2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	Barbara Lawson	Capacity:		Shareholder
			X	Officer
				Director
			X	Insider

Detailed Description of Duties:
Chief Financial Officer



Current Compensation Paid:				July 13 -31

				9,015.15

Current Benefits Paid:				July 13 -31

	Health Insurance			-

	Life Insurance			N/A

	Retirement 401(k)			N/A

	Company Vehicle			N/A

	Travel			N/A

	Other Benefits			-
	Co. Share FICA & Medic			656.21

	Total Benefits			656.21


Current Other Payments Paid:				July 13 -31

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			-

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				July 13 -31

				$ 9,671.36


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer
Note: 401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	7/31/2009

			Case No:	09-08254 (SWD)

The following information is to be provided for each shareholder, officer,
director, manager, insider, or owner that is employed by the debtor in possession.


Name:	William Deneau	Capacity:		Shareholder
				Officer
			X	Director
			X	Insider

Detailed Description of Duties:
Chief Executive Officer



Current Compensation Paid:				July 13 -31

				-

Current Benefits Paid:				July 13 -31

	Health Insurance			-

	Life Insurance			N/A

	Retirement 401(k)			N/A

	Company Vehicle			N/A

	Travel			N/A

	Other Benefit - Severance Pckg			-
	Co. Share FICA & Medic

	Total Benefits			-


Current Other Payments Paid:				July 13 -31

	Rent Paid			N/A

	Loans			N/A

	Other (Describe)			-

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			-

CURRENT TOTAL OF ALL PAYMENTS:				July 13 -31

				$ -


Dated:	September 4, 2009	/s/ Sanford R. Edlein
		Officer
Note: 401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

SCHEDULE OF IN-FORCE INSURANCE
For July 13, 2009 through July 31, 2009
Case Name: Aurora Oil & Gas Corporation
Case Number: 09-08254 (SWD)

Insurance Type	Carrier/Agent	Expiration Date
Building & Personal Property	Federal Insurance Company (Chubb)	1/1/2010
Oilfield Lease Property	Federal Insurance Company (Chubb)	1/1/2010
Mobile Equipment	Federal Insurance Company (Chubb)	1/1/2010
General Liability	Federal Insurance Company (Chubb)	1/1/2010
Pollution Liability	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Primary	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Second Layer	Arch Insurance Group	1/1/2010
Umbrella - Third Layer	Federal Insurance Company (Chubb)	1/1/2010
Control of Well	Southwest Energy Underwriters (Lloyds)	1/1/2010
Auto	New Hampshire Insurance Co. (AIG)	1/1/2010
Workers Compensation	Insurance Company of the State of PA (AIG)	1/1/2010
Directors & Officers Liability - Primary	National Fire Insurance Co. of Pittsburgh, PA (AIG)	10/31/2009
Directors & Officers Liability - Excess	Federal Insurance Company (Chubb)	10/31/2009
Directors & Officers Liability (Runoff) - Primary	National Fire Insurance Co. of Pittsburgh, PA (AIG)	6 years from trigger date; has not yet been triggered
Directors & Officers Liability (Runoff) - Excess	Federal Insurance Company (Chubb)	6 years from trigger date; has not yet been triggered

FORM 7

EX-99.2 3 v160068_ex99-2.htm Unassociated Document

EXHIBIT 99.2

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED: JULY 31, 2009

IN RE:	:	CASE NO.:	09-08255 (SWD)
	:	Chapter 11
HUDSON PIPELINE & PROCESSING CO., LLC,	:	Judge:	Honorable Scott W. Dales
Debtor.	:

As debtor in possession, I affirm:

1. That I have reviewed the financial statements attached hereto, consisting of:

X	Operating Statement	(Form 2)
X	Balance Sheet	(Form 3)
X	Summary of Operations	(Form 4)
X	Monthly Cash Statement	(Form 5)
N/A	Statement of Compensation	(Form 6)
X	Schedule of In-Force Insurance	(Form 7)

and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated.

YES X NO _____

3. That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and Reporting Requirements For Chapter 11 cases are current. (If not, attach a written explanation.)

YES _____ NO _____ N/A X

4. No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. (If not, attached a written explanation.)

YES X NO _____

5. All United States Trustee Quarterly fees have been paid and are current.

YES _____ NO _____ N/A X

6. Have you filed your prepetition tax returns. (If not, attach a written explanation.)

YES X NO _____

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

Dated: September 4, 2009	/s/ Sanford R. Edlein
	Debtor in Possession

	Chief Restructuring Officer	(231) 941-0073
	Title	Phone

FORM 1

HUDSON PIPELINE & PROCESSING CO, LLC (“HPPC”)

EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT

DATED AS OF JULY 31, 2009

This Monthly Operating Report (“MOR”) has been signed by the Company’s Chief Restructuring Officer, Sanford R. Edlein. The MOR was prepared by Aurora Oil & Gas Corporation’s (the “Company”) staff with management oversight on behalf of HPPC. Mr. Edlein does not have personal knowledge of every item identified in the MOR and has relied upon the work of Company management. In reviewing and signing the MOR, Mr. Edlein has relied upon the accuracy and integrity of the Company’s books and records, and it is possible that further review thereof may require amendment of the MOR.

This MOR is unaudited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future. Results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year. Accordingly, each period reported in the MOR should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings.

This MOR is presented on a stand alone basis for HPPC and does not include any eliminating entries. HPPC is a limited liability company that owns and operates various pipelines and processing facilities located in Hudson Township area of the Michigan Antrim play. The Company holds a 96.1% interest in HPPC.

CASE NAME: Hudson Pipeline & Processing Co., LLC
CASE NUMBER: 09-08254 (SWD)

	OPERATING STATEMENTS
	PERIOD			PERIOD
	07/01/09 -			07/13/09 -			MONTH			YTD			MONTH		MONTH		MONTH		MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Jul-09			Aug-09		Sep-09		Oct-09		Nov-09		Dec-09
REVENUES:
Transportation	$	36,859		$	57,278		$	94,137		$	632,130
Compression		59,844			103,787			163,631			1,107,451
Processing		19,282			29,935			49,217			333,766
Other income		3,361			5,657			9,018			137,327
3rd party transportation		1,558			2,388			3,946			332,040
Less: 3rd party transportation		(1,558	)		(2,388	)		(3,946	)		(332,040	)
Total revenues		119,346			196,657			316,003			2,210,674			-		-		-		-		-
EXPENSES:
Pipeline and field operating expense		525			1,174			1,699			45,420
Processing operating expense		77,232			76,832			154,064			1,222,352
General and administrative expense		2,611			4,387			6,998			52,442
Depreciation		27,548			43,618			71,166			510,692
Taxes (refunds), other		1,348			2,000			3,348			24,422
Total expenses		109,264			128,011			237,275			1,855,328			-		-		-		-		-
NET INCOME	$	10,082		$	68,646		$	78,728		$	355,346			-		-		-		-		-

FORM 2

CASE NAME: Hudson Pipeline & Processing Co., LLC
CASE NUMBER: 09-08254 (SWD)

	BALANCE SHEETS
	Filing Date			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
ASSETS
CURRENT ASSETS:
Cash	$	1,861,927		$	1,989,537
Accounts receivable:
Trade		475,818			311,050
Members		106,754			106,754
Prepaid expenses		100,894			73,344
Total current assets		2,545,393			2,480,685			-		-		-		-		-
PIPELINES, PLANT AND EQUIPMENT
Pipelines		7,391,842			7,391,842
Plant		948,457			948,457
Equipment		2,560,696			2,560,696
Less: accumulated depreciation		(1,876,861	)		(1,920,479	)
Total pipelines, plant and equipment, net		9,024,134			8,980,516			-		-		-		-		-
TOTAL ASSETS	$	11,569,527		$	11,461,201		$	-	$	-	$	-	$	-	$	-

LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade	$	250,950		$	198,408
Affiliates		207,760			59,402
Accrued liabilities		41,648			70,898
Other current liabilities		104,197			104,197
Total current liabilities		604,555			432,905			-		-		-		-		-
LONG-TERM LIABILITIES:
Deferred gain on sale of natural gas compressor equipment		257,132			251,810
MEMBERS' EQUITY
Members’ equity		10,707,840			10,776,486
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	11,569,527		$	11,461,201			-		-		-		-		-

FORM 3

CASE NAME: Hudson Pipeline & Processing Co., LLC
CASE NUMBER: 09-08254 (SWD)

	SUMMARY OF OPERATIONS

	SCHEDULE OF POST-PETITION TAXES PAYABLE
	Filing Date			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09

INCOME TAXES WITHHELD:
Federal	$	-		$	-
State		-			-
Local		-			-
FICA WITHHELD		-			-
EMPLOYERS FICA		-			-
UNEMPLOYMENT TAX:
Federal		-			-
State		-			-
SEVERANCE TAXES		-			-
PROPERTY TAXES		-			-
STATE INCOME TAXES		-			-
WORKERS' COMPENSATION		-			-
TOTAL POST-PETITION TAXES PAYABLE	$	-		$	-		$	-	$	-	$	-	$	-	$	-

Note: HPPC does not have employees and therefore no payroll related liabilities exists. No other tax related payables exist at July 31, 2009.

	AGING OF ACCOUNTS RECEIVABLE
	AGED AS OF			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
0-29 Days	$	-		$	-
30-59 Days		-			-
60-89 Days		-			-
90+ Days		106,754	(1)		106,754	(1)
TOTAL	$	106,754		$	106,754		$	-	$	-	$	-	$	-	$	-


	AGING OF ACCOUNTS PAYABLE
	AGED AS OF			AS OF			AS OF		AS OF		AS OF		AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
0-29 Days	$	200,928		$	164,827
30-59 Days		45,669			33,581
60-89 Days		4,353			-
90+ Days		-			-
TOTAL	$	250,950		$	198,408		$	-	$	-	$	-	$	-	$	-

Note: This form does not include intercompany accounts payable.

(1) - Amount is due from a member of HPPC, which can be offset against future distributions or reduction of member interest.

FORM 4

BANK RECONCILIATION AND CASH ACTIVITY REPORT
Period From July 13 - July 31, 2009
Case Name: Hudson Pipeline & Processing Co., LLC
Case Number: 09-08255 (SWD)

			Northwestern Bank			JPMorgan Chase			Charles Schwab & Co.
		Bank: Purpose (Type):	Operating Account			Operating Account (DIP)			Investment Account			TOTAL

		Bank Balance (7/31/09)	$	-		$	441,424		$	1,573,830		$	2,015,254

		Add: Deposits in Transit		-			22,110			-			22,110

		Subtract: Outstanding Checks		-			(47,827	)		-			(47,827	)

		Adjusted Bank Balance (7/31/09)	$	-		$	415,707		$	1,573,830		$	1,989,537

Cash Activity Report

	A	Beginning Book Balance (7/12/09)	$	21,927		$	10,000		$	1,830,000		$	1,861,927

	B	Receipts		327			358,155			88			358,569

	C	Transfers In (from other accounts)		-			172,110			-			172,110

	D	Balance Available		22,253			540,265			1,830,088			2,392,606

	E	Disbursements		(143	)		(124,558	)		(106,257	)		(230,959	)

	F	Transfers Out		(22,110	)		-			(150,000	)		(172,110	)

	G	Ending Book Balance (7/31/09)	$	-		$	415,707		$	1,573,830		$	1,989,537


* A sweep account at Northwestern Bank is associated with this operating account. Effective July 20, 2009, the sweep account was closed. The presentation of this account in the reconciliation and cash activity is consolidated for these associated accounts. Also, effective July 31, 2009, this operating account was closed. No further activity will appear in this account after July 31, 2009.


** A predecessor account at JPMorgan Chase was established prior to the petition date of 7/12/09, in anticipation of the filing. A minimal amount of activity occurred prior to the filing date, after which the account was closed/merged into the new JPMorgan Chase DIP account. The presentation of this account in the reconciliation and cash activity is consolidated for these accounts.

Other Monies on Hand

Hudson does not keep any cash on hand.

Cash Receipts and Disbursements Detail	TOTAL

Receipts
Operated Revenues	$	358,155
Other Receipts		414
Total Receipts	$	358,569

Disbursements
Operating Expenses	$	230,815
Other Disbursements		143
Total Disbursements	$	230,959

FORM 5

SCHEDULE OF IN-FORCE INSURANCE
For July 13, 2009 through July 31, 2009
Case Name: Hudson Pipeline & Processing Co., LLC
Case Number: 09-08255 (SWD)

Insurance Type	Carrier/Agent	Expiration Date
Building & Personal Property	Federal Insurance Company (Chubb)	1/1/2010
Oilfield Lease Property	Federal Insurance Company (Chubb)	1/1/2010
General Liability	Federal Insurance Company (Chubb)	1/1/2010
Pollution Liability	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Primary	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Second Layer	Arch Insurance Group	1/1/2010
Umbrella - Third Layer	Federal Insurance Company (Chubb)	1/1/2010

FORM 7