Unassociated Document

0001144204-09-049369.txt : 20090922 0001144204-09-049369.hdr.sgml : 20090922 20090922092524 ACCESSION NUMBER: 0001144204-09-049369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090831 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090922 DATE AS OF CHANGE: 20090922 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: 091079993 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 v160871_8k.htm Unassociated Document

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):		August 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 Bankruptcy 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 17, 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 month ended July 31, 2009, one and eight months ended August 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009 and August 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.

On September 10, 2009, the Debtors filed Form 8-K containing the Monthly Operating Reports for July. The MOR’s accompanying this filing merely add the information for August 2009. Certain amounts contained in the accompanying MOR’s for July have been changed from those contained in the exhibits to the Form 8-K filed on September 10, 2009, and a footnote explanation describing the changes has been included on 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 month ended July 31, 2009, one and eight months ended August 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009 and August 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 month ended July 31, 2009, one and eight months ended August 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009 and August 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 22, 2009	By:	/s/ Barbara E. Lawson
		By: Barbara E. Lawson Its: Chief Financial Officer

EX-99.1 2 v160871_ex99-1.htm

EXHIBIT 99.1

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED: AUGUST 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 17, 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

ORDINARY COURSE PROFESSIONALS

	Amount Paid
	During
Name	August 2009

Ed Sines (emergency check request covering the period of 7/27/09 - 8/12/09)	$	4,787
John Cole (emergency check request covering the period of 7/22/09 - 8/16/09)		3,031
TOTAL ORDINARY COURSE PROFESSIONALS	$	7,818

AURORA OIL & GAS CORPORATION (THE “COMPANY”)

EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT

DATED AS OF AUGUST 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 month ended July 31, 2009, one and eight months ended August 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009 and August 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			MONTH			YTD			MONTH		MONTH		MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Aug-09			Aug-09			Sep-09		Oct-09		Nov-09		Dec-09
REVENUES:
Oil and natural gas sales	$	363,720		$	578,008		$	941,728		$	856,678		$	7,621,250
Pipeline transportation and marketing		2,805			4,551			7,356			7,568			59,127
Interest and other		39,330			62,334			101,664			99,333			958,819
Total revenues		405,855			644,893			1,050,748			963,579			8,639,196			-		-		-		-
EXPENSES:
Production taxes		11,348			18,029			29,377			24,060			235,861
Production and lease operating expense		312,982			486,401			799,383			834,907			6,621,996
General and administrative expense		1,117,559	(1)		689,985			1,807,544	(3)		1,621,813	(4)		8,631,372	(4)
Oil and natural gas depletion and amortization		54,587			90,114			144,701			155,338			1,152,478
Other assets depreciation and amortization		7,590			12,017			19,607			19,607			178,047
Interest expense		435,346			686,449			1,121,795			1,136,267			7,626,371
Ceiling write-down of oil and gas properties		-			-			-			-			53,639,522
Taxes (refunds), other		2,403			3,232			5,635			11,431			(50,985	)
Total expenses		1,941,815			1,986,227			3,928,042			3,803,423			78,034,662			-		-		-		-
NET LOSS INCOME FROM
CONTINUING OPERATIONS		(1,535,960	)		(1,341,334	)		(2,877,294	)		(2,839,844	)		(69,395,466	)		-		-		-		-
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	)	$	(1,347,834	)	$	(2,883,794	)	$	(2,839,844	)	$	(71,117,609	)	$	-	$	-	$	-	$	-

(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.

(3) - For the one month ended July 31, 2009 approximately $0.9 million was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $0.9 million, $0.3 was incurred on behalf of the creditors.

(4) - For the one and eight months ended August 31, 2009 approximately $1.4 million and $4.8 million, respectively was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $1.4 million and $4.8 million, $0.5 million and $2.7 million, respectively was incurred on behalf of the creditors.

(5) - Net loss after discontinued operations attributable to Aurora common shareholders was reduced for the period July 13, 2009 - July 31, 2009 and for the month ended July 31, 2009 from the previous filing by $5,298 as a result of eliminating noncontrolling interest activity to properly reflect Aurora Oil & Gas Corporation on a stand-alone basis.

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		$	1,865,355
Short-term investments		659,317			659,944			409,944
Accounts receivable:
Oil and natural gas sales		1,173,079			1,311,732			1,511,393
Joint interest owners		447,577	(3)		385,093			1,075,766
Intercompany		693,998	(4)		591,283	(4)		622,470	(4)
Note receivable - related party		132,181	(1)		132,181	(1)		132,181	(1)
Materials inventory		632,067			608,812			607,304
Prepaid expenses and other current assets		1,604,088			1,544,735			1,331,633
Total current assets		7,682,971			7,567,899			7,556,046			-		-		-		-
PROPERTY AND EQUIPMENT:
Land		264,022			264,022			264,022
Oil and natural gas properties, using full cost accounting:
Proved properties		38,804,426			39,262,183			41,381,218
Unproved properties		46,917,195			46,434,323			43,618,492
Less: accumulated depletion and amortization		(20,650,771	)		(20,740,885	)		(20,896,224	)
Total oil and natural gas properties, net		65,070,850			64,955,621			64,103,486			-		-		-		-
Other property and equipment:
Other property and equipment		4,144,541			4,144,541			4,144,541
Less: accumulated depreciation		(791,242	)		(803,259	)		(822,866	)
Total other property and equipment, net		3,353,299			3,341,282			3,321,675			-		-		-		-
Total property and equipment, net		68,688,171			68,560,925			67,689,183			-		-		-		-
OTHER ASSETS:
Note receivable		11,830,385			11,830,385			11,830,385
Debt issuance costs (net of accumulated amortization of $1,089,087)		952,560			927,084			885,519
Other		8,630,764			8,630,767			8,634,258
Total other assets		21,413,709			21,388,236			21,350,162			-		-		-		-
TOTAL ASSETS	$	97,784,851	(5)	$	97,517,060	(5)	$	96,595,391		$	-	$	-	$	-	$	-

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		$	3,860,813
Accrued interest		5,223,127			5,713,545			6,307,706
Note payable - related party		1,040,000	(2)		1,040,000	(2)		1,040,000	(2)
Current portion of mortgage payable		2,568,685			2,568,685			2,568,685
Senior secured credit facility		72,021,446			72,021,446			72,021,446
Second lien term loan		51,871,073			51,871,073			52,345,117
Total current liabilities		135,160,820			136,232,765			138,143,767			-		-		-		-
LONG-TERM LIABILITIES:
Asset retirement obligation		1,737,409			1,746,968			1,756,527
Other long-term liabilities		419,336			417,875			415,489
Total long-term liabilities		2,156,745			2,164,843			2,172,016			-		-		-		-
Total liabilities		137,317,565			138,397,608			140,315,783			-		-		-		-
(DEFICIT) EQUITY
Shareholders’ (deficit) equity:
Common stock, $0.01 par value		1,032,828			1,032,828			1,032,828
Additional paid-in capital		142,685,964			142,685,964			142,685,964
Accumulated deficit		(183,251,506	)(3)		(184,599,340	)		(187,439,184	)
Total shareholders’ (deficit) equity		(39,532,714	)		(40,880,548	)		(43,720,392	)		-		-		-		-
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	97,784,851	(5)	$	97,517,060	(5)	$	96,595,391		$	-	$	-	$	-	$	-

(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.

(5) - Total assets and total liabilities and (deficit) equity were reduced at July 12, 2009 and July 31, 2009 from the previous filing by $218,017 and $223,315, respectively as a result of eliminating noncontrolling interest activity to properly reflect Aurora Oil & Gas Corporation on a stand-alone basis.

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		-		8,930
PROPERTY TAXES			234,033		234,033		-	(4)
STATE INCOME TAXES			600		600		600
WORKERS' COMPENSATION			-		-		-
TOTAL POST-PETITION TAXES PAYABLE		$	240,557	$	234,633	$	9,530		$	-	$	-	$	-	$	-

Note: Payroll was paid on August 31, 2009 and therefore no accrual exists at August 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		$	841,094
30-59 Days		458,658			357,127			24,993
60-89 Days		114,002			35,509			19,683
90+ Days		81,102			359,574			82,625
Other		106,930	(1)		109,775	(2)		107,371	(3)
TOTAL	$	1,620,656		$	1,696,825		$	1,075,766		$	-	$	-	$	-	$	-

		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	$	1,541,688	(4)
30-59 Days		286,518		665,569		259,486
60-89 Days		1,576		300		-
90+ Days		-		-		46,486
TOTAL	$	1,250,483	$	1,718,874	$	1,847,660		$	-	$	-	$	-	$	-

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.

(3) - Amount relates to $61,800 of note receivable interest, $41,537 of Bach insurance premiums and $4,034 of COBRA and unbilled LOE charges from joint partners.

(4) - Property taxes payable in the amount of $234,033 were transferred from accruals to accounts payable as of 8/31/09.

FORM 4

BANK RECONCILIATION AND CASH ACTIVITY REPORT

Month Ended August 31, 2009

Case Name: Aurora Oil & Gas Corporation

Case Number: 09-08254 (SWD)


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

		Bank Balance (8/31/09)	$	12,028		$	1,597,443		$	62,204		$	10,531		$	250,442		$	409,944	$	2,342,590

		Add: Deposits in Transit		-			-			-			-			-			-		-

		Subtract: Outstanding Checks		(5,613	)		-			(62,179	)		-			-			-		(67,791	)

		Adjusted Bank Balance (8/31/09)	$	6,415		$	1,597,443		$	25		$	10,531		$	250,442		$	409,944	$	2,274,799

Cash Activity Report

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

	B	Receipts		-			654,990			-			189			442					655,620

	C	Transfers In (from other accounts)		-			1,551,000			323,676			-			-			409,944		2,284,619

	D	Balance Available		17,260			2,867,844			326,056			1,652,313			660,385			409,944		5,933,802

	E	Disbursements		(10,845	)		(946,726	)		(326,031	)		(90,782	)		-					(1,374,384	)

	F	Transfers Out		-			(323,676	)		-			(1,551,000	)		(409,944	)				(2,284,619	)

	G	Ending Book Balance (8/31/09)	$	6,415		$	1,597,443		$	25		$	10,531		$	250,442		$	409,944	$	2,274,799

* 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 consolidated 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		410,647
Other Receipts		244,973
Total Receipts	$	655,620

Disbursements
Operations		235,983
CapEx		-
SG&A		274,500
Lenders fees		-
Debt Service		-
Restructuring fees		850,956
Changes in working capital		12,945
Royalties and Other		-
Total Disbursements	$	1,374,384

FORM 5

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:				August 2009

				375.00

Current Benefits Paid:				August 2009

	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:				August 2009

	Rent Paid			N/A

	Loans			N/A

	Other - Consulting Fees			-

	Other - Consulting Travel			-

	Other - Retainer			6,250.00

	Total Other Payments			6,250.00

CURRENT TOTAL OF ALL PAYMENTS:				August 2009

				6,625.00


Dated:	September 17, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:				August 2009

				-

Current Benefits Paid:				August 2009

	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:				August 2009

	Rent Paid			N/A

	Loans			N/A

	Other - Retainer			6,250.00

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			6,250.00

CURRENT TOTAL OF ALL PAYMENTS:				August 2009

				6,250.00


Dated:	September 17, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:				August 2009

				875.00

Current Benefits Paid:				August 2009

	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:				August 2009

	Rent Paid			N/A

	Loans			N/A

	Other - Retainer			6,250.00

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			6,250.00

CURRENT TOTAL OF ALL PAYMENTS:				August 2009

				7,125.00


Dated:	September 17, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:				August 2009

				-

Current Benefits Paid:				August 2009

	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:				August 2009

	Rent Paid			N/A

	Loans			N/A

	Other - Retainer			6,250.00

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			6,250.00

CURRENT TOTAL OF ALL PAYMENTS:				August 2009

				6,250.00


Dated:	September 17, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:				August 2009

				1,500.00

Current Benefits Paid:				August 2009

	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:				August 2009

	Rent Paid			N/A

	Loans			N/A

	Other - Retainer			6,250.00

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			6,250.00

CURRENT TOTAL OF ALL PAYMENTS:				August 2009

				7,750.00


Dated:	September 17, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:				August 2009

				-

Current Benefits Paid:				August 2009

	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:				August 2009

	Rent Paid			N/A

	Loans			N/A

	Other - Retainer			6,250.00

	Other (Describe)			-

	Other (Describe)			-

	Total Other Payments			6,250.00

CURRENT TOTAL OF ALL PAYMENTS:				August 2009

				6,250.00


Dated:	September 17, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
	Period Ending:	August 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:					August 2009

					6,000.00

Current Benefits Paid:					Total Month

	Health Insurance				998.46

	Life Insurance				N/A

	Retirement 401(k)				N/A

	Company Vehicle				N/A

	Travel				N/A

	Other Benefits				-
	Co. Share FICA & Medic				459.00

	Total Benefits				1,457.46


Current Other Payments Paid:					Total Month

	Rent Paid				N/A

	Loans				N/A

	Other (Describe)				-

	Other (Describe)				-

	Other (Describe)				-

	Total Other Payments				-

CURRENT TOTAL OF ALL PAYMENTS:					Total Month

					$7,457.46


Dated:	September 17, 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:	August 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:					August 2009

					10,000.00

Current Benefits Paid:					Total Month

	Health Insurance				998.46

	Life Insurance				N/A

	Retirement 401(k)				N/A

	Company Vehicle				N/A

	Travel				N/A

	Other Benefits				-
	Co. Share FICA & Medic				145.00

	Total Benefits				1,143.46


Current Other Payments Paid:					Total Month

	Rent Paid				N/A

	Loans				N/A

	Other (Describe)				-

	Other (Describe)				-

	Other (Describe)				-

	Total Other Payments				-

CURRENT TOTAL OF ALL PAYMENTS:					Total Month

					$11,143.46


Dated:	September 17, 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:	August 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:					August 2009

					9,350.00

Current Benefits Paid:					Total Month

	Health Insurance				998.46

	Life Insurance				N/A

	Retirement 401(k)				N/A

	Company Vehicle				N/A

	Travel				N/A

	Other Benefits-Relocation Exp				2,500.00
	Co. Share FICA & Medic				878.22

	Total Benefits				4,376.68


Current Other Payments Paid:					Total Month

	Rent Paid				N/A

	Loans				N/A

	Other- July Expense Report				365.88

	Other: Carried Working Interest				-
	Under Venator Energy LLC, John Hunter has a balance due to AOG of $202,278.63
	as of 8/31/09
	Other: JIB'd Working Interest				-
	Under Venator Energy LLC, John Hunter has a balance due to AOG of $105.97
	as of 8/31/09

	Total Other Payments				365.88

CURRENT TOTAL OF ALL PAYMENTS:					Total Month

					$ 14,092.56

Dated:	September 17, 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:	August 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:					August 2009

					14,166.66

Current Benefits Paid:					Total Month

	Health Insurance				830.59

	Life Insurance				N/A

	Retirement 401(k)				N/A

	Company Vehicle				N/A

	Travel				N/A

	Other Benefits				-
	Co. Share FICA & Medic				201.14

	Total Benefits				1,031.73


Current Other Payments Paid:					Total Month

	Rent Paid				N/A

	Loans				N/A

	Other - 8/5/09 Expense Report				200.05

	Other (Describe)				-

	Other (Describe)				-

	Total Other Payments				200.05

CURRENT TOTAL OF ALL PAYMENTS:					Total Month

					$15,398.44


Dated:	September 17, 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:	August 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:					August 2009

					-

Current Benefits Paid:					Total Month

	Health Insurance				30.21

	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				30.21


Current Other Payments Paid:					Total Month

	Rent Paid				N/A

	Loans				N/A

	Other - Consulting Fee				5,000.00

	Other (Describe)				-

	Other (Describe)				-

	Total Other Payments				5,000.00

CURRENT TOTAL OF ALL PAYMENTS:					Total Month

					$ 5,030.21


Dated:	September 17, 2009		/s/ Sanford R. Edlein
			Officer
Note: 401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

SCHEDULE OF IN-FORCE INSURANCE
For Month Ended August 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 v160871_ex99-2.htm

EXHIBIT 99.2

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED: AUGUST 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.

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 17, 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 AUGUST 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			MONTH			YTD			MONTH		MONTH		MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Aug-09			Aug-09			Sep-09		Oct-09		Nov-09		Dec-09
REVENUES:
Transportation	$	36,859		$	57,278		$	94,137		$	91,636		$	723,766
Compression		59,844			103,787			163,631			184,232			1,291,683
Processing		19,282			29,935			49,217			48,268			382,034
Other income		3,361			5,657			9,018			8,729			146,056
3rd party transportation		1,558			2,388			3,946			3,902			335,942
Less: 3rd party transportation		(1,558	)		(2,388	)		(3,946	)		(3,902	)		(335,942	)
Total revenues		119,346			196,657			316,003			332,865			2,543,539			-		-		-		-
EXPENSES:
Pipeline and field operating expense		525			1,174			1,699			700			46,120
Processing operating expense		77,232			76,832			154,064			165,693			1,388,045
General and administrative expense		2,611			4,387			6,998			6,933			59,375
Depreciation		27,548			43,618			71,166			71,166			581,858
Taxes (refunds), other		1,348			2,000			3,348			5,777			30,199
Total expenses		109,264			128,011			237,275			250,269			2,105,597			-		-		-		-
NET INCOME	$	10,082		$	68,646		$	78,728		$	82,596		$	437,942			-		-		-		-

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		$	2,097,689
Accounts receivable:
Trade		475,818			311,050			328,037
Members		106,754			106,754			106,754
Prepaid expenses		100,894			73,344			156,874
Total current assets		2,545,393			2,480,685			2,689,354			-		-		-		-
PIPELINES, PLANT AND EQUIPMENT
Pipelines		7,391,842			7,391,842			7,391,842
Plant		948,457			948,457			948,457
Equipment		2,560,696			2,560,696			2,560,696
Less: accumulated depreciation		(1,876,861	)		(1,920,479	)		(1,991,644	)
Total pipelines, plant and equipment, net		9,024,134			8,980,516			8,909,351			-		-		-		-
TOTAL ASSETS	$	11,569,527		$	11,461,201		$	11,598,705		$	-	$	-	$	-	$	-

LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade	$	250,950	(1)	$	198,408		$	124,740
Affiliates		207,760	(1)		59,402			90,595
Accrued liabilities		41,648			70,898			176,964
Other current liabilities		104,197			104,197			104,197
Total current liabilities		604,555			432,905			496,496			-		-		-		-
LONG-TERM LIABILITIES:
Deferred gain on sale of natural gas compressor equipment		257,132			251,810			243,127
MEMBERS' EQUITY
Members’ equity		10,707,840	(1)		10,776,486			10,859,082
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	11,569,527		$	11,461,201		$	11,598,705			-		-		-		-

(1) - Trade accounts payable and members' equity were reduced by $45,327 and $273, respectively and affiliates accounts payable was increase by $45,600 from the informal report submitted to the U.S. Trustee as a result of adjustments to estimated accrued liabilities and to properly account for payables to affiliates.

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 August 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)		106,754	(1)
TOTAL	$	106,754		$	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		$	80,182
30-59 Days		45,669			33,581			44,558
60-89 Days		4,353			-			-
90+ Days		-			-			-
TOTAL	$	250,950		$	198,408		$	124,740		$	-	$	-	$	-	$	-

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
Month Ended August 31, 2009

Case Name: Hudson Pipeline & Processing Co., LLC
Case Number: 09-08255 (SWD)


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

		Bank Balance (8/31/09)	$	-	$	2,129,175		$	10,575		$	2,139,750

		Add: Deposits in Transit		-		-			-			-

		Subtract: Outstanding Checks		-		(42,062	)		-			(42,062	)

		Adjusted Bank Balance (8/31/09)	$	-	$	2,087,113		$	10,575		$	2,097,689

Cash Activity Report

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

	B	Receipts		-		311,049			95			311,145

	C	Transfers In (from other accounts)		-		1,563,300			-			1,563,300

	D	Balance Available		-		2,290,056			1,573,925			3,863,982

	E	Disbursements		-		(202,943	)		(50	)		(202,993	)

	F	Transfers Out		-		-			(1,563,300	)		(1,563,300	)

	G	Ending Book Balance (8/31/09)	$	-	$	2,087,113		$	10,575		$	2,097,689

* 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.

Other Monies on Hand

Hudson does not keep any cash on hand.

Cash Receipts and Disbursements Detail	TOTAL

Receipts
Operated Revenues	$	311,049
Other Receipts		95
Total Receipts	$	311,145

Disbursements
Operating Expenses	$	202,943
Other Disbursements		50
Total Disbursements	$	202,993

FORM 5

SCHEDULE OF IN-FORCE INSURANCE
For Month Ended August 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