Colorado
|
86-1061005
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
710 N Post Oak, Suite 512
Houston, Texas
|
77024
|
(Address of principal executive offices)
|
(Zip Code)
|
Part I
Financial Information
|
||
Item 1.
|
3 | |
Item 2.
|
11 | |
Part II
Other Information
|
||
Item 1.
|
16 | |
Item 2.
|
16 | |
Item 4.
|
Controls and Procedures | 16 |
Item 5.
|
16 | |
Item 6.
|
17 | |
18 |
September 30,
2015
|
December 31,
2014
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
8,451
|
$
|
24,688
|
||||
Accounts receivable
|
22,957
|
26,176
|
||||||
Other current assets
|
33,317
|
40,801
|
||||||
Total current assets
|
64,725
|
91,665
|
||||||
Property & equipment
|
||||||||
Oil and gas, on the basis of full cost accounting
|
||||||||
Evaluated properties
|
4,436,637
|
3,715,779
|
||||||
Furniture, equipment & software
|
108,234
|
94,283
|
||||||
Less accumulated depreciation & impairment
|
(1,029,616
|
)
|
(283,984
|
)
|
||||
Net property and equipment
|
3,515,255
|
3,526,078
|
||||||
Total Assets
|
$
|
3,579,980
|
$
|
3,617,743
|
||||
LIABILITIES & STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
159,929
|
$
|
99,425
|
||||
Accrued liabilities
|
8,120
|
8,875
|
||||||
Current maturities of installment notes payable
|
18,877
|
18,877
|
||||||
Advances from shareholders
|
4,000
|
-
|
||||||
Deferred rent
|
2,816
|
2,816
|
||||||
Total current liabilities
|
193,742
|
129,993
|
||||||
Asset retirement obligations
|
109,865
|
100,175
|
||||||
Convertible debt - related party, net of discount of $221,034 and $324,553
|
328,966
|
225,447
|
||||||
Installment note payable
|
13,724
|
26,362
|
||||||
Total Liabilities
|
646,297
|
481,977
|
||||||
Stockholders' Equity
|
||||||||
Preferred stock, $.10 par value; 1,000,000 shares authorized;
No shares issued & outstanding
|
-
|
-
|
||||||
Common stock, $.001 par value; 50,000,000 shares authorized;
33,139,957 and 19,353,152 shares issued and outstanding
|
33,140
|
19,353
|
||||||
Additional paid in capital
|
8,469,640
|
7,351,640
|
||||||
Accumulated deficit
|
(5,569,097
|
)
|
(4,235,227
|
)
|
||||
Total Stockholders' Equity
|
2,933,683
|
3,135,766
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
3,579,980
|
$
|
3,617,743
|
Three Months Ended
September 30, 2015
|
Three Months Ended
September 30, 2014
|
Nine Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2014
|
|||||||||||||
Oil and gas sales
|
$
|
34,689
|
$
|
187,302
|
$
|
162,848
|
$
|
547,946
|
||||||||
Operating expenses
|
||||||||||||||||
Lease operating expense
|
45,368
|
77,319
|
179,422
|
240,455
|
||||||||||||
Production tax
|
1,447
|
8,632
|
7,364
|
24,704
|
||||||||||||
General and administrative expenses
|
122,203
|
234,091
|
365,685
|
1,530,719
|
||||||||||||
Depreciation, depletion and amortization
|
19,727
|
47,414
|
78,937
|
135,906
|
||||||||||||
Impairment of Oil & Gas Properties
|
-
|
-
|
668,073
|
-
|
||||||||||||
Asset retirement obligation accretion
|
8,733
|
572
|
8,733
|
1,119
|
||||||||||||
Total operating expenses
|
197,478
|
368,028
|
1,308,214
|
1,932,903
|
||||||||||||
Loss from operations
|
(162,789
|
)
|
(180,726
|
)
|
(1,145,366
|
)
|
(1,384,957
|
)
|
||||||||
Interest (expense)
|
(49,851
|
)
|
(29,556
|
)
|
(137,881
|
)
|
(88,819
|
)
|
||||||||
Loss on conversion of debt
|
-
|
-
|
(69,107
|
)
|
-
|
|||||||||||
Other Income (expense)
|
10,000
|
-
|
18,484
|
-
|
||||||||||||
Net loss from continuing operations before taxes
|
(202,640
|
)
|
(210,282
|
)
|
(1,333,870
|
)
|
(1,473,776
|
)
|
||||||||
Net loss
|
$
|
(202,640
|
)
|
$
|
(210,282
|
)
|
$
|
(1,333,870
|
)
|
$
|
(1,473,776
|
)
|
||||
Loss per share
(Basic and fully diluted)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
$
|
(0.08
|
)
|
||||
Weighted average number of common shares outstanding
|
22,134,757
|
19,895,858
|
20,368,565
|
17,676,828
|
|
Nine Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2014
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net loss
|
$
|
(1,333,871
|
)
|
$
|
(1,473,776
|
)
|
||
Adjustment to reconcile net loss to net cash provided
by/(used in) operating activities:
|
||||||||
Depreciation and amortization
|
78,937
|
135,906
|
||||||
Accretion of debt discount
|
103,520
|
61,662
|
||||||
Impairment of Oil & Gas Properties
|
668,073
|
-
|
||||||
Loss on sale/disposal of assets
|
-
|
11,258
|
||||||
Loss on Conversion of Debt
|
69,107
|
-
|
||||||
ARO accretion
|
8,733
|
1,119
|
||||||
Stock-based compensation expense - employees
|
44,779
|
672,635
|
||||||
Stock-based compensation expense – consultants
|
-
|
399,000
|
||||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
3,219
|
8,408
|
||||||
Other assets
|
7,484
|
9,058
|
||||||
Accounts payable
|
60,504
|
(25,542
|
)
|
|||||
Accrued liabilities
|
(755
|
)
|
533
|
|||||
Deferred rent
|
-
|
(3,023
|
)
|
|||||
Net cash flows from operating activities
|
( 290,270
|
)
|
(202,762
|
)
|
||||
Cash Flows from Investing Activities
|
||||||||
Purchase of property and equipment
|
(19,854
|
)
|
(18,876
|
)
|
||||
Proceeds from sale of property and equipment
|
4,525
|
-
|
||||||
Capital expenditures on oil and gas properties
|
-
|
(655,556
|
)
|
|||||
Cash flows from investing activities
|
(15,329)
|
(674,432
|
)
|
|||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from issuance of common stock
|
238,000
|
780,024
|
||||||
Proceeds from shareholder advances
|
71,000
|
-
|
||||||
Payments on shareholder advances
|
(7,000
|
)
|
||||||
Payments on notes payable
|
(12,638
|
)
|
(13,020
|
)
|
||||
Cash flows from financing activities
|
289,362
|
767,004
|
||||||
Net change in cash and cash equivalents
|
(16,237)
|
(110,190
|
)
|
|||||
Cash and cash equivalents
|
||||||||
Beginning of period
|
24,688
|
122,162
|
||||||
End of period
|
$
|
8,451
|
$
|
11,972
|
||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest Paid
|
$
|
34,361
|
$
|
27,257
|
||||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES
|
||||||||
Change in accounts payable for expenditures on oil and gas properties
|
-
|
11,028
|
||||||
Conversion of debt
|
60,000
|
-
|
||||||
Initial recognition of asset retirement obligations
|
$
|
958
|
$
|
14,428
|
||||
Note Payable for Equipment
|
-
|
54,541
|
||||||
Cancellation of shares
|
400
|
1,000
|
||||||
Sale of vehicle to related party for assumption of note payable
|
-
|
33,250
|
||||||
Shares issued for oil and gas property interest
|
719,902
|
Warrants
|
Weighted Average
Exercise Price
|
Aggregate
intrinsic value
|
Weighted average remaining
contractual life (years)
|
|||||||||||||
Outstanding at year end December 31, 2014
|
4,170,111
|
$
|
0.77
|
$
|
-
|
6.06
|
||||||||||
Granted
|
3,500,000
|
0.11
|
-
|
2.87
|
||||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||||
Expired
|
-
|
-
|
-
|
|||||||||||||
Outstanding at September 30, 2015
|
7,670,111
|
$
|
0.47
|
$
|
-
|
4.61
|
|
•
|
the sale prices of crude oil;
|
|
•
|
the amount of production from oil wells in which we have an interest;
|
|
•
|
lease operating expenses;
|
|
•
|
international conflict or acts of terrorism;
|
|
•
|
general economic conditions;
|
|
•
|
the availability of funding and the terms of such funding;
|
|
•
|
our growth strategies;
|
|
•
|
anticipated trends in our business;
|
|
•
|
our ability to make or integrate acquisitions;
|
|
•
|
our liquidity and ability to finance our exploration, acquisition and development strategies;
|
|
•
|
market conditions in the oil and gas industry;
|
|
•
|
the timing, cost and procedure for future acquisitions;
|
|
•
|
the impact of government regulation;
|
|
•
|
estimates regarding future net revenues from oil and natural gas reserves and the present value thereof;
|
|
•
|
legal proceedings and/or the outcome of and/or negative perceptions associated therewith;
|
|
•
|
planned capital expenditures (including the amount and nature thereof);
|
|
•
|
increases in oil and gas production;
|
|
•
|
changes in the market price of oil and gas;
|
|
•
|
changes in the number of drilling rigs available;
|
|
•
|
our financial position, business strategy and other plans and objectives for future operations; and
|
|
•
|
other factors disclosed in this report and our other filings with the SEC.
|
Cash provided (used) in operations
|
$
|
(290,270
|
)
|
|
Proceeds from sale of property and equipment
|
4,525
|
|||
Proceeds from issuance of common stock
|
238,000
|
|||
Purchase property and equipment
|
(19,854
|
)
|
||
Proceeds form shareholders advances
|
71,000
|
|||
Payments on shareholders advances
|
(7,000
|
)
|
||
Payments on notes payable
|
(12,638
|
)
|
ROCKDALE RESOURCES CORPORATION
|
|||
November 23, 2015
|
By:
|
/s/ Zel C. Khan
|
|
Zel C. Khan
|
|||
Chief Executive Officer and President
(Principal Executive Officer and Principal Accounting/Financial Officer)
|
|||
Exhibit No.
|
Description
|
|||
2.1
|
Purchase and Sale Agreement effective October 1, 2015, by and between SUDS Properties, LLC and Rockdale Resources Corporation (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 28, 2015, and incorporated herein by reference)
|
|||
10.1
|
Employment Agreement with Mr. Zel C. Khan dated September 23, 2015 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 28, 2015, and incorporated herein by reference)
|
|||
10.2
|
Form of Warrant Agreement for the deferral of Mr. Khan’s salary (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 28, 2015, and incorporated herein by reference)
|
|||
10.3
|
Memorandum of Agreement dated November 4, 2015, by and between Blue Sky NM, Inc. and Rockdale Resources Corporation, relating to the 15% Net Working Interest in the Twin Lakes San Andres Unit (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2015, and incorporated herein by reference)
|
|||
10.4
|
$146,875 Promissory Note with Financial Assurance & Bonds dated November 4, 2015, owed by Rockdale Resources Corporation to Blue Sky NM, Inc. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 10, 2015, and incorporated herein by reference)
|
|||
10.5
|
Memorandum of Agreement dated November 4, 2015, by and between Blue Sky NM, Inc. and Rockdale Resources Corporation, relating to the acquisition of a $1.3 million promissory note in connection with the Bankruptcy of Orbit Petroleum, Inc. (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 10, 2015, and incorporated herein by reference)
|
|||
10.6
|
$1.3 million Installment Promissory Note due from Canyon E&P Company dated September 24, 2010 (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 10, 2015, and incorporated herein by reference)
|
|||
10.7
|
2015 Stock Incentive Plan (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 10, 2015, and incorporated herein by reference)
|
|||
14.1*
|
||||
31.1*
|
||||
32.1**
|
||||
*101.INS
|
XBRL Instance Document.
|
|||
*101.SCH
|
XBRL Schema Document.
|
|||
*101.CAL
|
XBRL Calculation Linkbase Document.
|
|||
*101.DEF
|
XBRL Definition Linkbase Document.
|
|||
*101.LAB
|
XBRL Label Linkbase Document. | |||
*101.PRE |
XBRL Presentation Linkbase Document.
|
Rockdale Resources Corporation
|
Code of Ethical Business Conduct
|
|
·
|
All assets, liabilities, revenues and expenses will be recorded in the financial reports of the Company;
|
|
·
|
No undisclosed or unrecorded funds or accounts will be established for any purpose;
|
|
·
|
No false or artificial entries will be made for any reason; and
|
|
·
|
No payments will be approved or made with the intention or understanding that any part of the payments are to be used for any purpose other than that described by the documentation supporting the payment.
|
Rockdale Resources Corporation
|
Code of Ethical Business Conduct
|
|
·
|
Assist in maintaining internal control over financial reporting.
|
|
·
|
Communicate openly and honestly with the Company’s external public accountants with respect to quarterly and annual financial reporting and related disclosures.
|
|
·
|
Ensure the financial statements and related disclosures include all information deemed necessary to achieve an appropriate degree of transparency of business transactions.
|
|
·
|
Any material violation of any applicable law, rule or regulation;
|
|
·
|
Any incidence of fraud, whether material or not, by management or other persons responsible for recording, processing, summarizing or reporting information required to by disclosed by the Company in reports and statements filed with the SEC; and
|
|
·
|
Any material information, fact or circumstance, including any deficiency in any internal control over financial reporting, that could affect or render untrue the information contained in any periodic report that the Company is required to file with the SEC or other regulatory body or that is disclosed in other public communications.
|
Rockdale Resources Corporation
|
Code of Ethical Business Conduct
|
Rockdale Resources Corporation
|
Code of Ethical Business Conduct
|
November 23
,
2015
|
By:
|
/s/ Zel C. Khan | |
Zel C. Khan, | |||
Chief Executive Officer and President | |||
(Principal Executive Officer and Principal Accounting/Financial Officer) |
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company.
|
November 23, 2015
|
By:
|
/s/ Zel C. Khan | |
Zel C. Khan, | |||
Chief Executive Officer and President | |||
(Principal Executive Officer and Principal Accounting/Financial Officer) |