OTCDD

[xxrayeyes]

I don't like this one, at least for the short term. They just raised $2.5 million through a private placement of common shares and debentures were recently converted to equity. Knobias had the outstanding at 29 million but in a recent PR, the company said after the private placement and debenture conversion, the OS was around 58 million. Then again, if you are interested in buying, you might get a good opportunity over the next month or two because 19 million new shares can't be good for the share price.

From the most recent 10Q

During the nine months ended September 30, 2002, the Company had the
following transactions:

In exchange for the extension of principal payments on four notes payable,
the Company modified expiration dates of certain warrants previously held
by the note holders and issued an additional 125,000 such warrants. The
fair value of the modification of the warrants totaled $46,582 and has been
recorded as financing costs.

A note payable of $250,000 was converted into a convertible debenture with
1,000,000 warrants also being issued under the same terms of the Company's
private placement offering of convertible debentures.

19,774,572 of warrants issued with convertible debentures valued at
$811,559 were initially recorded as a discount on the debentures. At
September 30, 2002, the full amount of the discount had been amortized and
recorded as financing costs.

In-the money conversion features on convertible debt valued at $3,880,035
were recognized as financing costs ($3,746,285) and consulting expenses
($133,750).

The Company issued warrants in connection with related party notes payable
of $450,000 and $50,000. The warrants were valued at $156,781 and recorded
as financing costs.

The Company issued $267,500 of convertible debentures with 1,070,000
warrants valued at $14,250 for a total amount of $281,750. Prepaid
consulting services of $70,437 remained at September 30, 2002.

400,000 warrants were issued to a consultant for services valued at
$84,532. Prepaid consulting of $80,305 related to future quarters in 2003
and 2004.

20,000 shares of stock were issued to a consultant for services valued at
$10,000.

500,000 warrants issued with a note payable valued at $150,616 were
initially recorded as a discount on the debentures. At September 30, 2002,
$100,011 of the discount had been amortized and recorded as financing
costs.

$4,661,143 of debentures and accrued interest of $227,075 were converted
into 21,101,929 shares of stock with $466,771 being paid as a premium at
conversion and recorded as financing costs.

Approximately $515,000 of capital expenditures for oil and gas properties
was included in accounts payable at September 30, 2002.

During the nine months ended September 30, 2001, the Company had the
following transactions:

44,000 shares of common stock valued at $16,500 were issued for consulting
services.

A $1,050,000 note payable to was assigned from Teton Petroleum to its
subsidiary Goltech. Goltech paid off the note from the repayment of
intercompany notes payable by Goloil, which received the funds through
advances under notes payable from affiliate. The Company recorded the net
reduction of debt of $525,000 ($1,050,000 note payable less 50% share of
the $1,050,000 advances from affiliate) as a reduction to oil and gas
properties.


TTPT Business Summary

--------------------------------------------------------------------------------

CURRENT BUSINESS INFORMATION: Teton Petroleum Company is engaged in oil and gas exploration, development, and production. The Company, through its consolidated subsidiaries, has been developing an oil field in Siberia for the past four years. The Company owns 50% interest in Goltech Petroleum, LLC, a Texas limited liability company. Goltech owns 70.59% of the Russian closed joint stock company, Goloil, which owns the Eguryak oil field license. The oil and gas activities are conducted by Goloil, the Company's subsidiary, and not by the Company directly. Based on the current structuring of Goloil and the development agreements with Mediterranean Overseas Trust (MOT), until Goltech has been repaid its investments in Goloil, Goltech receives 100% of the production and revenues from Goloil (after the production payment to MOT).

Goltech Petroleum LLC is a limited liability company organized under the laws of Texas. Petromed Oil Limited, a Cyprus limited liability company, holds the remaining 50% interest in Goltech. Currently, Petromed is the sole manager. The manager cannot take certain actions without the Company’s approval. These include: liquidating, merging or reorganizing Goltech; selling or otherwise disposing of shares or ownership interests; selling or disposing of receivables, including loans to Goloil; distributing or reinvesting profits; modifying the terms and conditions of the oil field development/lease agreement; deciding matters which cause substantial change to the capital structure of Goltech; or deciding voting matters at a Goloil general meeting of shareholders or board members. Petromed has the deciding vote in the event of a 50-50 split. Until The Company and Petromed have received aggregate distributions from Goltech of $1.25 million and $1 million respectively, profits and losses of Goltech are allocated 55% to Teton and 45% to Petromed. After each member has received its required distribution, Goltech’s profits and losses will be allocated 50% to the Company and 50% to Petromed.

Goloil is a closed joint stock company structured under the laws of Russia. The outstanding interests in Goloil are owned by two unaffiliated Russian entities. Russian joint stock companies are corporate entities with limited liability. As a Russian resident entity, Goloil is subject to all applicable Russian taxes.

HISTORICAL BUSINESS INFORMATION: The Company was originally incorporated in Ontario, Canada, on November 13, 1962 under the name of Magnesite Mines Limited and, in August 1989, changed its name to EQ Resources Ltd.

Prior to November 1998, the Company essentially was inactive and lacked sufficient funds to carry on meaningful exploration of its mineral properties.

American Tyumen Exploration Company (ATCO) was incorporated in Colorado in November, 1996. Prior to the November 1998 Merger, ATCO's business was conducted through its wholly-owned subsidiary, Goltech Petroleum LLC, a Texas limited liability company, which, in turn, operated through ownership of a majority interest in Goloil, a Russian joint stock company

In November 1998 the Company reincorporated in Delaware to facilitate a Merger with ATCO. Upon the merger of ATCO into EQ, the Company was renamed Teton Petroleum Company. Upon completion of the Merger, shareholders of ATCO owned approximately 90% of the Company. At the time of the merger, the Company’s holdings consisted of licenses for the exploration of gold in Ghana, licenses for oil and gas in Dagestan, Russia, and the Goloil license. Following the merger, the Company disposed of their interest in the Ghana gold licenses and focused on the Goloil license.

April 1999, Goltech purchased an additional 9.59% interest in Goloil. The added interest increased Goltech's stake in Goloil to 70.59% of the issued and outstanding shares of Goloil.

June 2000, the Company, Goltech, and Fenlex Nominee Services Limited, as sole trustee of the Mediterranean Overseas Trust, entered into a Master Agreement. The Master Agreement considered the following transactions: purchase of 50% of the interest in Goltech in exchange for $1,000,000; additional investment by MOT, of up to $5,600,000, through an oil field development and leasing arrangement, paid on an as needed basis to cover certain costs related to the pipeline, processing facility, and drilling of five additional wells; payment of leasing fees and repayment of amounts advanced by MOT through a production payment in the form of crude oil; additional work, as agreed to by the parties.

August 2000, the Company entered into a transaction agreement selling a 50% equity interest in Goltech in exchange for $1,000,000 cash, which was loaned to Goloil for further oil field development and pipeline construction. The acquirer obtained the right to name 50% of the board of managers and became the general manager of Goltech.

During 2000, the Company issued 1,000,000 warrants to the Company's president for services, which exercise prices range from $0.40 to $1.00 with an expiration date of October 31, 2005. The Company repriced 1,962,400 outstanding stock purchase warrants, reflecting an exercise price of $0.40.

May 2001, the Company disposed of its subsidiary Teton Oil, Inc., which held the remaining DCD Dagestan Licenses. The shares of Teton Oil, Inc. were dispersed to two of the Company’s stockholders and the stockholders assumed any related obligations associated with the licenses. No gain or loss was recorded on the distribution, as the net assets of Teton Oil, Inc. were zero due to the licenses being written down to zero in 1998.

November 30, 2001, the Company listed for trading on the Frankfort Stock Exchange under the symbol TP9.

December 2001, four additional wells were drilled and completed on the license area, bringing the total number of producing wells on the license area to seven. At the end of 2001, the field was producing approximately 2,500 barrels of oil per day, 625 barrels of oil per day net to the Company. The construction of a 40-kilometer (25-mile) pipeline was also completed.

During 2001, the Company issued 3,466,772 warrants in association with private placement offerings, with an exercise price of $0.41, with expiration dates between May 15, 2006 and August 15, 2006. In addition, the Company issued 100,000 warrants to a third party for consulting services with an exercise price of $0.41 with an expiration date of September 9, 2006. The warrants were valued at $15,958.

January 9, 2002, the Company voluntarily ceased trading on the Canadian Venture Exchange.

MISCELLANEOUS BUSINESS INFORMATION: As of June 30, 2002, Teton Petroleum Co. had an accumulated deficit of $16,849,408.




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