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)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
Part I
Financial Information
|
|
|
|
|
|
Item 1.
|
3
|
|
|
|
|
Item 2.
|
13
|
|
|
|
|
Item 3.
|
18
|
|
|
|
|
Item 4.
|
18
|
|
|
|
|
Part II
Other Information
|
|
|
|
|
|
Item 1.
|
19
|
|
|
|
|
Item 1A.
|
19
|
|
|
|
|
Item 2.
|
19
|
|
|
|
|
Item 3.
|
20
|
|
|
|
|
Item 4.
|
20
|
|
|
|
|
Item 5.
|
21
|
|
|
|
|
Item 6.
|
21
|
|
|
|
|
22
|
||
|
|
|
23
|
|
June 30,
2016 |
December 31,
2015 |
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
21,508
|
$
|
3,091
|
||||
Accounts receivable
|
117,295
|
48,633
|
||||||
Inventory
|
113,531
|
-
|
||||||
Other current assets
|
26,512
|
31,049
|
||||||
Total current assets
|
278,846
|
82,773
|
||||||
|
||||||||
Property & equipment
|
||||||||
Oil and gas, on the basis of full cost accounting
|
||||||||
Evaluated properties
|
4,558,286
|
4,733,853
|
||||||
Furniture, equipment & software
|
120,056
|
108,234
|
||||||
Less accumulated depreciation
|
(1,080,845
|
)
|
(1,045,644
|
)
|
||||
Net property and equipment
|
3,597,497
|
3,796,443
|
||||||
|
||||||||
Other Assets
|
||||||||
Intangible assets
|
49,886
|
|||||||
Note receivable
|
316,800
|
316,800
|
||||||
|
||||||||
Total Assets
|
$
|
4,243,029
|
$
|
4,196,016
|
||||
|
||||||||
LIABILITIES & STOCKHOLDERS EQUITY
|
||||||||
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
384,637
|
$
|
169,564
|
||||
Accrued liabilities
|
192,000
|
130,582
|
||||||
Convertible debt – related party, net of discount of 40,557 and 171,573
|
509,443
|
378,427
|
||||||
Current maturities of installment notes payable
|
26,186
|
21,144
|
||||||
Note Payable to Affiliates
|
63,000
|
192,875
|
||||||
Deferred rent
|
2,816
|
2,816
|
||||||
Total current liabilities
|
1,178,082
|
895,408
|
||||||
|
- | |||||||
Asset retirement obligations
|
226,361
|
213,328
|
||||||
Installment note payable
|
-
|
6,652
|
||||||
Total Liabilities
|
1,404,443
|
1,115,388
|
||||||
|
||||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $0.10 par value, 1,000,000 shares authorized;
No shares issued & outstanding |
-
|
-
|
||||||
Common stock, $.001 par value; 150,000,000 shares authorized;
47,094,442 and 42,839,958 shares issued and outstanding |
47,094
|
42,840
|
||||||
Additional paid in capital
|
9,588,134
|
9,129,629
|
||||||
Accumulated deficit
|
(6,796,642
|
)
|
(6,091,841
|
)
|
||||
Total Stockholders’ Equity
|
2,838,586
|
3,080,628
|
||||||
|
||||||||
Total Liabilities and Stockholders’ Equity
|
$
|
4,243,029
|
$
|
4,196,016
|
|
Three Months Ended
June 30, 2016
|
Three Months Ended
June 30, 2015
|
Six Months Ended
June 30, 2016
|
Six Months Ended
June 30, 2015
|
||||||||||||
Oil and gas sales
|
||||||||||||||||
Oil and gas sales
|
$
|
34,294
|
$
|
67,633
|
$
|
57,293
|
$
|
128,159
|
||||||||
Equipment sales
|
18,000
|
-
|
198,000
|
-
|
||||||||||||
Total Revenue
|
52,294
|
67,633
|
255,293
|
128,159
|
||||||||||||
Operating expenses
|
||||||||||||||||
Lease operating expense
|
62,902
|
77,183
|
107,803
|
134,054
|
||||||||||||
Cost of equipment sold
|
3,030
|
-
|
33,330
|
|||||||||||||
Production tax
|
1,679
|
3,121
|
2,772
|
5,917
|
||||||||||||
General and administrative expenses
|
292,620
|
103,326
|
631,102
|
243,482
|
||||||||||||
Depreciation, depletion and amortization
|
17,669
|
27,016
|
35,201
|
59,210
|
||||||||||||
Impairment of Oil & Gas Properties
|
-
|
668,073
|
-
|
668,073
|
||||||||||||
Asset retirement obligation accretion
|
6,605
|
-
|
13,033
|
-
|
||||||||||||
Total operating expenses
|
384,505
|
878,719
|
823,241
|
1,110,736
|
||||||||||||
Loss from operations
|
(332,211
|
)
|
(811,086
|
)
|
(567,948
|
)
|
(982,577
|
)
|
||||||||
Other Income (expenses)
|
||||||||||||||||
Interest (expense)
|
(84,400
|
)
|
(42,757
|
)
|
(157,476
|
)
|
(88,030
|
)
|
||||||||
Other income
|
15,457
|
5,000
|
34,959
|
8,484
|
||||||||||||
Loss on conveyance of PORRI warrants
|
(1,705
|
)
|
(14,336
|
)
|
||||||||||||
Loss on conversion of debt
|
-
|
(69,107
|
)
|
-
|
(69,107
|
)
|
||||||||||
Net loss
|
$
|
(402,859
|
)
|
$
|
(917,950
|
)
|
$
|
(704,801
|
)
|
$
|
(1,131,230
|
)
|
||||
|
||||||||||||||||
Loss per share
(Basic and fully diluted)
|
$
|
(0.01
|
)
|
$
|
(0.05
|
)
|
$
|
(0.02
|
)
|
$
|
(0.06
|
)
|
||||
|
||||||||||||||||
Weighted average number of common shares outstanding
|
45,747,169
|
19,723,482
|
44,634,222
|
19,470,832
|
|
Six Months Ended
June 30, 2016
|
Six Months Ended
June 30, 2015
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net loss
|
$
|
(704,801
|
)
|
$
|
(1,131,230
|
)
|
||
Adjustment to reconcile net loss to net cash provided
by/(used in) operating activities:
|
||||||||
Depreciation and amortization
|
35,201
|
59,210
|
||||||
Accretion of debt discount
|
134,467
|
62,405
|
||||||
Impairment of Oil & Gas Properties
|
-
|
668,073
|
||||||
Loss on Conveyance of PORRI warrants
|
14,336
|
69,107
|
||||||
ARO accretion
|
13,033
|
-
|
||||||
Stock-based compensation expense - employees
|
138,097
|
33,778
|
||||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
(68,662
|
)
|
(2,335
|
)
|
||||
Inventory
|
33,330
|
-
|
||||||
Other assets
|
4,537
|
7,647
|
||||||
Accounts payable
|
257,073
|
39,220
|
|
|||||
Accrued liabilities
|
61,418
|
1,147
|
||||||
Net cash flows from operating activities
|
(81,971
|
)
|
(192,978
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities
|
||||||||
Cash acquired from investment in Askarii
|
114
|
-
|
||||||
Proceeds from sale of property and equipment
|
30,000
|
4,525
|
||||||
Purchase of fixed asset
|
(13,116
|
)
|
-
|
|||||
Cash flows from investing activities
|
16,998
|
4,525
|
||||||
|
||||||||
Cash Flows from Financing Activities
|
||||||||
Payments of shareholder advances
|
(81,000
|
)
|
-
|
|||||
Proceeds from shareholder advances
|
118,000
|
60,000
|
||||||
Proceeds from issuance of common stock
|
48,000
|
140,000
|
||||||
Payments on notes payable
|
(1,610
|
)
|
(7, 867
|
)
|
||||
Cash flows from financing activities
|
83,390
|
192,133
|
||||||
|
||||||||
Net change in cash and cash equivalents
|
18,417
|
3,680
|
||||||
|
||||||||
Cash and cash equivalents
|
||||||||
Beginning of period
|
3,091
|
24,688
|
||||||
|
||||||||
End of period
|
$
|
21,508
|
$
|
28,368
|
||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest Paid
|
16,453
|
8,716
|
||||||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES
|
||||||||
Purchase of Askarii
|
50,000
|
-
|
||||||
Payment of affiliated note payable through share issuance
|
146,875
|
-
|
||||||
Settlement of accrued accounts payable through share issuance
|
42,000
|
-
|
||||||
Transfer to Askarii inventory
|
146,861
|
-
|
||||||
Shares issued in payment of shareholder advance
|
20,000
|
-
|
||||||
Warrants issued with debt
|
3,451
|
-
|
||||||
Conversion of debt
|
-
|
60,000
|
|
Warrants
|
Weighted Average
Exercise Price
|
Aggregate
intrinsic value
|
Weighted average remaining contractual life (years)
|
||||||||||||
Outstanding at year ended December 31, 2015
|
11,910,111
|
$
|
0.33
|
$
|
-
|
3.52
|
||||||||||
Granted
|
3,080,000
|
0.08
|
-
|
2.25
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Expired
|
-
|
-
|
-
|
-
|
||||||||||||
Outstanding at quarter ended June 30, 2016
|
14,990,111
|
$
|
0.28
|
$
|
-
|
3.26
|
|
Three Months Ended
June 30, 2016
|
Three Months Ended
June 30, 2015
|
Six Months Ended
June 30, 2016
|
Six Months Ended
June 30, 2015
|
||||||||||||
Revenues
|
||||||||||||||||
Oil & Gas
|
$
|
34,294
|
$
|
67,633
|
$
|
57,293
|
$
|
128,159
|
||||||||
Oil field services
|
18,000
|
-
|
198,000
|
-
|
||||||||||||
Net Income (Loss)
|
||||||||||||||||
Oil & Gas
|
(417,829
|
)
|
(917,950
|
)
|
(869,471
|
)
|
(1,131,230
|
)
|
||||||||
Oil field services
|
14,970
|
-
|
164,670
|
-
|
||||||||||||
June 30, 2016
|
December 31, 2015
|
|||||||||||||||
Assets
|
||||||||||||||||
Oil & Gas
|
4,129,498
|
4,196,016
|
||||||||||||||
Oil field services
|
113,531
|
-
|
||||||||||||||
Accounts Receivable
|
||||||||||||||||
Oil & Gas
|
117,295
|
48,633
|
||||||||||||||
Oil field services
|
$
|
-
|
$
|
-
|
$ | $ | ||||||||||
●
|
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; and
|
●
|
Other factors disclosed in this report.
|
(1)
|
As a result of the 2015 Annual Meeting of our Stockholders held on April 14, 2016, the shareholders approved, among other things, a Plan of Conversion, pursuant to which our corporate jurisdiction was to be changed from the State of Colorado to the State of Texas by means of a process called a “Conversion” and our name was to be changed to “Petrolia Energy Corporation”. In connection therewith, on June 15, 2016 the Company filed a Certificate of Conversion with the Texas Secretary of State, affecting the Conversion and the name change, and including a Certificate of Formation as a converted Texas Corporation. Notwithstanding Texas’s filing of the Conversion and Certificate of Formation, a Statement of Conversion has not yet been filed with the State of Colorado, and as such, and because FINRA and Depository Trust Company (DTC) have advised us that they will not recognize the Conversion or name change, or update such related information in the marketplace, until we become current in our periodic filings with the Securities and Exchange Commission and they have a chance to review and approve such transactions, we are taking the position that the Conversion and name change are not legally effective. We plan to file the Statement of Conversion with the State of Colorado shortly after this filing and work to have FINRA and DTC reflect such transactions with the OTC Markets shortly thereafter.
|
Cash provided (used) in operations
|
$
|
(81,971
|
)
|
|
Cash received from sale of oil and gas properties
|
30,114
|
|||
Capital expenditures on fixed assets
|
13,116
|
|||
Proceeds from shareholder and affiliate advances
|
118,000
|
|||
Payment of affiliate advances
|
(81,000
|
)
|
||
Proceeds from issuance of common stock
|
48,000
|
|||
Payments on notes payable
|
(1,610
|
)
|
|
ROCKDALE RESOURCES CORPORATION
|
|
|
|
|
|
|
August 23, 2016
|
By:
|
/s/ Zel C. Khan
|
|
|
|
Zel C. Khan
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
3.1
|
Texas Certificate of Conversion
(filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed with the Commission on July 28, 2016 (File Number 000-52690) and incorporated by reference herein.
|
||
10.1*
|
|||
10.2*
|
|||
10.3*
|
|||
31.1 *
|
|||
31.2 *
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO). | ||
|
|
||
32.1 **
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act (CEO). | ||
32.2 **
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act (CFO). | ||
|
|
||
101.INS
|
XBRL Instance Document
|
||
|
|
||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
||
|
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
|
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
|
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
|
|
||
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
||
|
*.
|
Filed herewith
|
|
|
|
|
|
|
**.
|
Furnished herewith
|
|
|
|
|
(a)
|
purchased products or services from the Company or any Affiliate during the three (3) years prior to the date of termination of the Executive’s employment; or
|
(b)
|
was called upon or solicited by the Company or any Affiliate during such three (3) year period if the Executive had direct or indirect contact with such Person as an employee of the Company or any Affiliate or learned or became aware of such Person during his employment with the Company or any Affiliate.
|
Warrant No. 2016-37
|
Date: August 17, 2016
|
August 23, 2016
|
By:
|
/s/ Zel C. Khan
|
|
|
|
Zel C. Khan,
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
August 23, 2016
|
By:
|
/s/ Paul M. Deputy
|
|
|
|
Paul M. Deputy,
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial/Accounting Officer)
|
August 23, 2016
|
By:
|
/s/ Zel C. Khan
|
|
|
|
Zel C. Khan,
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
August 23, 2016
|
By:
|
/s/ Paul M. Deputy
|
|
|
|
Paul M. Deputy,
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial/Accounting Officer)
|