Form 10-Q for SAVOY ENERGY CORP 3-Jul-2013
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
We were incorporated as "Arthur Kaplan Cosmetics, Inc." on June 25, 2007, in the State of Nevada. We subsequently changed our name to Savoy Energy Corporation.
On March 31, 2009, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Plantation Exploration, Inc., a privately held Texas corporation ("Plantation Exploration"), and Plantation Exploration Acquisition, Inc. ("Acquisition Sub"), our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the "Merger") on April 2, 2009, with the filing of articles of merger with the Texas secretary of state. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary.
Subsequently, on April 3, 2009, we merged with another wholly-owned subsidiary of our company, known as Savoy Energy Corporation, in a short-form merger transaction under Nevada law and, in connection with this short form merger, changed our name to Savoy Energy Corporation.
Our Business
We are in the business of re-entering, re-completing, extracting oil, and selling oil from previously undeveloped and drilled wells in the United States. Our plan of operations is to economically extract a significant amount of the "left-behind" oil from previously drilled sites.
We currently hold leases on or are producing oil from the following unproven and proven developed and undeveloped wells: (a) a 49.25% undivided interest in certain lease acreage comprising 144 acres which was previously producing located in Gonzales County, Texas, (b) a 5.0% overriding royalty interest in W.L. Barnett ET AL #1 & #2 and (c) a 2.75% working interest in the Glass 59 #2 well. We will continue our workover efforts on these wells, and seek to duplicate our successful efforts with other wells.
Once we have determined which wells have the greatest production potential and are most likely to respond to our workover efforts, we will then pursue acquiring interests in those wells. We will then engage in workover operations as with our previous wells, primarily through horizontal drilling and acidization. We intend to extract and sell crude oil through a third party purchaser.
Our strategy is to concentrate on existing low maintenance production, exploit low risk sidetrack drilling opportunities as and when identified, and use the accumulated information and results to advance operations.
Large oil companies with high overhead costs require high production rates for wells to be economically viable. Our small size and lower overhead allows profitably extraction of oil at low production rates. Our goal is to turn wells rendered uneconomical and abandoned by large companies into profitable ones.
Developments in Expansion of Wells
In February 2011, the Company sold its 52.5% working and revenue interest and the support equipment on the Zavadil No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $65,000 and forgiveness of payables in the amount of $25,080. The proceeds associated with the support equipment and forgiveness of payable totaling $79,219 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $10,861 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.
In March 2011, the Company sold a 25,75% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $37,100. The proceeds associated with the support equipment totaling $13,809 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $23,291 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.
In April 2011, the Company sold a 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $18,550. The proceeds associated with the support equipment totaling $6,905 and will be recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $11,646 will be accounted for as a reduction of capitalized costs, with no gain or loss recognized.
In May 2011, the Company sold its remaining 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $18,550. The proceeds associated with the support equipment totaling $6,905 and will be recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $11,646 will be accounted for as a reduction of capitalized costs, with no gain or loss recognized.
Results of Operations for the Three Months Ended March 31, 2012 and 2011
Revenues. Our total revenue reported for the three months ended March 31, 2012 was $5,274 compared to $3,516 in the comparable period for the prior year.
Lease Operating Expenses. The lease operating expenses for the three months ended March 31, 2012 were $1,070, compared to $3,035 in the comparable period of the prior year.
General and Administrative Expense. General and administrative expense for the three months ended March 31, 2012 decreased to $66,088 from $106,522 for the comparable quarter in 2011. The decrease in general and administrative expense was largely attributable to a decrease in professional fees and the recognition of stock compensation expense in the prior year's comparable quarter.
Gain on Sale of Assets. During the three months ended March 31, 2011, the sale by the Company of certain oil and gas properties netted the Company an aggregate of $96,827.
Other Income (Expenses). We recorded interest expense of $1,718,841 for the three months ended March 31, 2012 compared to $82,513 in the comparable quarter the prior year. The increase was largely attributable to the initial interest expense of $1,705,638 recorded for the fair value of the embedded derivative liability related to the Carebourn Notes. Included in other expenses is $238,756 of expenses for the fair value change in derivative liabilities compared to income recognized of $9,818 in the prior year period.
Liquidity and Capital Resources
As of March 31, 2012, we had total current assets of $10,168. Our total current liabilities as of March 31, 2012 were $3,082,150. Thus, we had a working capital deficit of $3,071,982 as of March 31, 2012.
Operating activities used $8,183 in cash for the three months ended March 31, 2012, compared to $114,235 for the three months ended March 31, 2011. Cash flows provided by investing activities were $101,942 during the three months of the prior year. Cash flows provided by financing activities during the quarter ended March 31, 2012 was $200, compared to $10,000 for the three months ended March 31, 2011. The 2011 activity consisted of proceeds from notes payable of $30,000, less repayments of $20,000.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We have negative working capital and rely on proceeds from equity and loans to fund our operations. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Going Concern
Our financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of this report, we have generated losses from operations, have an accumulated deficit and a working capital deficiency. These factors raise substantial doubt regarding our ability to continue as a going concern.
In order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources and to develop a consistent source of revenues sufficient to meet our operating expenses. Our continuation as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from our planned business.
Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Off Balance Sheet Arrangements
As of March 31, 2012, there were no off balance sheet arrangements.
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