UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No 1.
(Mark One)
[X} QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: September 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT _________
For the transition period from____ to ____
Commission file number000-26721
AUSTRALIAN OIL & GAS CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 84-1379164
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation of organization)
2480 North Tolemac Way, Prescott, Arizona 86305
-----------------------------------------------
(Address of principal executive offices)
Issuer's Telephone Number: (928) 778 1450 Internet Website: www.ausoil.com
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
35,900,531 shares of common stock, $0.001 par value, as of September 30, 2007.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X]
INDEX
AUSTRALIAN OIL & GAS CORPORATION
For the Quarterly Period Ended: September 30, 2007
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Restated Consolidated Balance Sheets as at September 30, 2007
(Unaudited) and December 31, 2006 (Audited)
Restated Consolidated Statements of Operations for the nine
months ended September 30, 2007 and 2006(Unaudited), three
months ended September 30, 2007 and 2006(Unaudited) and for
the cumulative period from August 6, 2003 (Date of Inception)
to September 30, 2007 (Unaudited)
Restated Consolidated Statements of Cash Flows for the nine
months ended September 30, 2007 and 2006 (Unaudited) and the
cumulative period from August 6, 2003 (Date of Inception) to
September 30, 2007 (Unaudited)
Amended Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
Part II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 6. Exhibits
Signatures
EXPLANATORY NOTE:
This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2007 is being filed principally to provide revised
disclosures in our financial statements and the related notes to the
consolidated financial statements. In the second quarter of 2007, the U.S.
Securities and Exchange Commission ("SEC") requested certain information from us
in connection with an ordinary course review of our Annual Report on Form 10-KSB
for the year ended December 31, 2006, including our application of successful
efforts accounting under U.S. GAAP (see footnote 2 to our financial statements
on Form 10-KSB/A for the year ended December 31, 2006) and of purchase
accounting for the April 2006 acquisitions of our wholly-owned subsidiaries,
Nations Natural Gas Pty Limited and Alpha Oil and Natural Gas Pty Limited (see
footnotes 6 and 8 to our consolidated financial statements). In the third
quarter of 2007 the SEC requested more information regarding the purchase
accounting of Alpha and Nations.
For the convenience of the reader, this Form 10-QSBA sets forth the
consolidated financial statements and the entire September 30, 2007 Form 10-QSB.
However, this Form 10-Q/A amends and restates only Items 1 and 3 of the
September 30, 2007 Form 10-QSB. No information in this Form 10-QSB/A has been
updated for any subsequent events occurring after November 20, 2007, the date of
the original filing.
The aforementioned changes have had no material effect on the company's
consolidated balance sheets as of September 30, 2007 and December 31, 2006 but
have had a material effect on the related consolidated statements of operations
and cash flows for the nine months ended September 30, 2007 and 2006.
Item 1. Financial Statements (Unaudited)
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED BALANCE SHEETS(1)
(Dollar amounts in thousands) As at 9/30/07 As at 12/31/06
(Unaudited) (Audited)
$ $
(As restated, (Per 10-KSB/A)
See Note 8)
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents 564 734
Other receivables 2 3
---------- ----------
Total Current Assets 566 737
---------- ----------
Total Assets 566 737
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable (Note 4) 173 22
Income tax expense payable 1 26
Payables to director related entities 3 39
Advance from director related entities -- 11
---------- ----------
Total Current Liabilities 177 98
---------- ----------
Non-current liabilities:
Convertible Notes 297 276
---------- ----------
Total Non-current Liabilities 297 276
---------- ----------
Total Liabilities 474 374
========== ==========
Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized
37,025,531 and 35,900,531 shares issued and outstanding 28 28
As of September 30, 2007 and December 31, 2006, respectively
Capital in excess of par value 2,122 2,122
Accumulated Other Comprehensive Income 249 260
Deficit accumulated during the exploration stage (2,307) (2,047)
---------- ----------
Total Stockholders' Equity 92 363
---------- ----------
Total Liabilities and Stockholders' Equity 566 737
========== ==========
(1) Financial data of previously separate entities are combined (See Note
6 and Note 8)
The accompanying notes are an integral part of these
consolidated financial statements.
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(Unaudited)
(Dollar amounts in thousands -except per share data)
For the For the For the For the Cumulative
nine nine three three period
months months months months from Aug.
ended ended ended ended 6, 2003
Sept 30, Sept 30, Sept 30, Sept 30, (Date of
2007 2006 2007 2006 Inception)
to June
30, 2007
(As Restated (As Restated (As Restated (As Restated (As Restated
See Note 8) See Note 8) See Note 8) See Note 8) See Note 8)
----------- ----------- ----------- ----------- -----------
Expenses
General and administrative 195 152 61 51 766
Merger and reorganisation -- 109 -- -- 249
Exploration 154 121 34 50 813
----------- ----------- ----------- ----------- -----------
Total operating expenses 349 382 95 101 1,828
----------- ----------- ----------- ----------- -----------
Net Profit / (loss) before other income and
extraordinary item (349) (382) (95) (101) (1,828)
----------- ----------- ----------- ----------- -----------
Other Income and Expense
Income from sale of tenement -- 1,261 -- -- 1,261
Write down of investments -- -- -- -- (1,759)
Currency exchange gain /(loss) 89 4 1 4 69
Interest income 21 19 7 8 50
Interest expense (21) (26) (7) (9) (76)
----------- ----------- ----------- ----------- -----------
Profit / (Loss) before income tax (260) 876 (94) (98) (2,283)
Income tax provision -- 23 -- 1 24
----------- ----------- ----------- ----------- -----------
Net Profit / (loss) (260) 853 (94) (99) (2,307)
=========== =========== =========== =========== ===========
Profit/ (loss) per Common share :
Net Profit / (loss) $ (0.01) $ 0.03 $ (0.00) $ (0.00) $ (0.08)
Weighted average common share used in calculation 36,279,667 32,546,240 36,654,652 34,605,985 30,289,275
=========== =========== =========== =========== ===========
(1) Financial data of previously separate entities are combined (See Note 6 and
Note 8)
The accompanying notes are an integral part of these
consolidated financial statements.
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS(1)
(Unaudited)
(Dollar amounts in thousands)
For the nine For the nine Cumulative period
months ended months ended from inception to
Sept 30, 2007 Sept 30, 2006 Sept 30, 2007
$ $ $
(As Restated, (As Restated, (As Restated,
See Note 8) See Note 8) See Note 8)
---------- ------------ ----------------
Cash flows from operating activities:
Net profit / (loss) (260) 853 (2,307)
Adjustments to reconcile net profit/(loss) to net cash
used in operating activities:
Adjustments for non-cash items
Compensation expense 124 165 574
Currency exchange loss/(gain) (101) (121) (81)
Write down of investment -- -- 1,759
Issuance of Convertible Note in lieu of repayment of
advances from director related entity 21 19 85
Gain on sale of tenement -- (1,261) (1,261)
Change in assets and liabilities:
Increase/(decrease) in accounts payable 99 (161) 163
Increase /(decrease) in income tax payable (25) 23 1
Decrease in exploration assets -- 7 --
Decrease/(increase) in accounts receivable -- 86 81
---------- ------------ ----------------
Net cash provided by (used in) operating activities (142) (390) (986)
---------- ------------ ----------------
Cash flows from financing activities:
Proceeds from advance from director-related entities -- 189 315
Repayment of advance from director-related entities (28) (276) (101)
Proceeds from the sale of Common stock - net -- -- 75
---------- ------------ ----------------
Net cash (used in)/ provided by financing activities (28) (87) 289
---------- ------------ ----------------
Cash flows from investing activities:
Proceeds from sale of tenement -- 1,261 1,261
---------- ------------ ----------------
Net cash from investing activities -- 1,261 1,261
---------- ------------ ----------------
Increase/ (decrease) in cash (170) 784 564
Cash and cash equivalents at beginning of period 734 10 --
Effect of currency exchange rate fluctuations on cash held -- -- --
---------- ------------ ----------------
Cash and cash equivalents at end of period 564 794 564
========== ============ ================
Supplemental disclosure of non-cash activities:
Administration Fees charged by Setright Oil & Gas Pty Ltd 38 36 135
Interest charged by Great Missenden Holdings Pty Ltd 21 19 80
Issuance of Stock -- -- 451
(1) Financial data of previously separate entities are combined (See Note 6 and
Note 8)
The accompanying notes are an integral part of
these consolidated financial statements.
Australian Oil & Gas Corporation
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The accompanying interim financial statements of Australian Oil & Gas
Corporation are unaudited. However, in the opinion of management, the interim
data includes all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the results for the interim period. The
results of operations for the period ended September 30, 2007 are not
necessarily indicative of the operating results for the entire year. The interim
financial statements should be read in conjunction with our Annual Report on
Form 10-KSB/A for the year ended December 31, 2006 (filed February 6, 2008).
Note 1: Organization
Australian Oil & Gas Corporation (the Company) was incorporated in Delaware
on August 6, 2003, and began operations on August 11, 2003 and is considered to
be a crude petroleum and natural gas company in the exploratory stage as defined
by SFAS No. 7. Since inception it has been engaged in the assessment of oil and
gas exploration properties.
The authorized capital stock of the AOGC consists of 75,000,000 shares of
common stock (AOG Common Stock), $0.001 par value
The Company has two wholly-owned, Delaware-incorporated US subsidiaries;
Gascorp, Inc. and Nations LNG, Inc. and two wholly-owned Australian
subsidiaries; Alpha Oil & Natural Gas Pty Ltd and Nations Natural Gas Pty Ltd.
Note 2: Related Party Transactions
Mr. E Geoffrey Albers, the Chairman and President of AOGC, is a director
and shareholder of each of Great Missenden Holdings Pty Ltd and of Setright Oil
& Gas Pty Ltd. Effective from April 4, 2005, in return for the previous advances
of $212,000, the Company issued to Great Missenden Holdings Pty Ltd 212 Series I
Convertible Notes of $1,000 each, with an interest coupon of 10% per annum,
convertible into shares of Common Stock at any time on or before December 31,
2007 on the basis of 12,500 shares of Common Stock for every $1,000 Convertible
Note or part thereof. Effective from April 26, 2005, Great Missenden Holdings
Pty Ltd approved a further $100,000 Line of Credit to the Company in return for
the issue to Great Missenden Holdings of 100 Series II Convertible Notes of
$1,000 each with an interest rate of 10% per annum, convertible into shares of
Common Stock at any time on or before 31 December, 2008 on the basis of 10,000
shares of Common Stock for every $1,000 Series II Convertible Notes or part
thereof. As at September 30, 2007, an amount of $85,000 had been drawn down
pursuant to the $100,000 Line of Credit, which were converted into these Series
II Convertible Notes. Great Missenden Holdings Pty Ltd charged $7,324 for
interest on all advances and $2,000 for technical workstations during the
quarter. Setright Oil & Gas Pty Ltd charged the Company $12,370 during the
quarter for the provision of accounting and administrative services rendered by
third parties for the benefit of the Company, but not including services
rendered by Mr. E Geoffrey Albers, who is remunerated separately.
We also have the use of premises in Australia at Level 25, 500 Collins
Street, Melbourne, Victoria. The office space is taken on a nonexclusive basis,
with no rent payable, but the usage of the premises is included in the charges
Setright Oil & Gas Pty Ltd makes in respect to the administration of the
Company.
On April 12, 2006, AOGC completed the acquisitions of 100% of the voting
equity interests in each of Nations Natural Gas Pty Ltd (Nations) and Alpha Oil
& Natural Gas Pty Ltd (Alpha), both companies carrying on oil and gas
exploration activities offshore from Australia. Each company is incorporated in
Australia. A director of AOGC, Mr. E. Geoffrey Albers, is a director and or
shareholder of each of the vendors of shares in Nations and Alpha. Nations was
acquired at a cost of $267,000 and Alpha was acquired at a cost of $293,000.
With respect to the acquisition of Nations, the purchase price was
satisfied by the issue of 2,100,001 shares of common stock with a fair market
value at the date of the acquisition of $231,000, together with a cash payment
of $36,000.
With respect to the acquisition of Alpha, the purchase price was satisfied
by the issue of 2,000,002 shares of common stock with a fair market value at the
date of acquisition of $220,000, together with a cash payment of $73,000.
Mr. E. Geoffrey Albers is a director and or shareholder of each of the
vendors of shares in Nations and Alpha. Mr. E. Geoffrey Albers had beneficial
ownership percentages of 99.8% in Alpha and 98.8% in Nations prior to the
acquisition by AOGC and had a beneficial ownership percentage of 53% in AOGC
prior to the completion of the acquisitions and had a beneficial ownership
percentage of 59.22% after the completion of the acquisitions in April 2006.
The purchase of Nations was made in order to acquire an interest in the
four permits of the National Gas Consortium, being permits, NT/P62, NT/P63,
NT/P64 and NT/P65. The shareholders of Nations have received 2,100,001 shares of
common stock in AOGC and the payment of AUD$50,000 as consideration for Nations.
The purchase of Alpha was made in order to acquire an interest in the
Browse Joint Venture, then being permits, WA-332-P, WA-333-P, WA-341-P and
WA-342-P. The shareholders of Alpha have received 2,000,002 shares of common
stock in AOGC and the payment of AUD$100,000.
Mr. Albers is a director and shareholder in the joint venture participants
with Alpha Oil & Natural Gas Pty Ltd (Alpha) with regard to exploration permits
ACP/33, ACP/35 and AC/P39; namely National Gas Australia Pty Ltd, Natural Gas
Corporation Pty Ltd and Auralandia N.L. Mr Muzzin is a shareholder in Auralandia
N.L. As a result of incurring expenditures, National Gas Australia Pty Ltd has
earned an aggregate 25% interest in each of AC/P33, AC/P35 and AC/P39 (Vulcan
Joint Venture), 5% of which was earned from AOGC subsidiary, Alpha.
With regard to the Browse Joint Venture, Mr. Albers is a director and
shareholder in each of Batavia Oil & Gas Pty Ltd and Exoil Limited, the parent
of Hawkestone Oil Pty Ltd. He is a major shareholder in the parent of
Goldsborough Energy Pty Ltd. All of these companies are the holders of the
Browse Joint Venture.
Mr. Mark A Muzzin, a director and Vice-President of AOGC, is a director of
Goldsborough Energy Pty Ltd, a subsidiary of Goldsborough Limited and is a
shareholder in Exoil Limited, the parent of Hawkestone Oil Pty Ltd.
With regard to the National Gas Consortium, Mr. Albers is a director and
shareholder in each of National Oil & Gas Pty Ltd, Australian Natural Gas Pty
Ltd and Natural Gas Australia Pty Ltd. Expenditure incurred by National Gas
Australia Pty Ltd has resulted in National Gas Australia Pty Ltd earning an
aggregate 20% interest in each of NT/P62, NT/P63, NT/P64, NT/P65, NT/P71 and
NT/P72, (National Gas Consortium), of which 6% was earned from Nations.
Note 3: Current Liabilities
At September 30, 2007 the accounts payable balance includes $123,750 for
remuneration due to Mr Albers for his services as set out in Note 2 Related
Party Transactions.
Note 4: Issued Shares
At 30 September 2007, 1,125,000 shares included in issued and outstanding
shares of 37,025,531 disclosed in the balance sheet and used for the earnings
per common share calculation were not issued. These shares were authorised to
compensate Mr Albers and will be issued in the quarter ending December 31 2007.
Note 5: Comprehensive Income
Comprehensive income is the change in equity during a period from
transactions and other events from non-owner sources. The Company is required to
classify items of other comprehensive income in financial statement to display
the accumulated balance of other comprehensive income separately in the equity
section of the Consolidated Balance Sheet.
The functional currency of Australian Oil & Gas Corporation's Australian
subsidiaries is the Australian dollar. The comprehensive income of $249,000
disclosed in the Consolidated Balance Sheet is the accumulation of all currency
exchange differences arising from translating the Australian subsidiaries'
financial statements from functional currency to presentation from the
acquisition date of these Australian subsidiaries to the current balance date.
Note 6: Transfer of Interest under Common Control
On April 12, 2006, AOGC completed the acquisitions of 100% of the voting
equity interests in each of Nations Natural Gas Pty Ltd (Nations) and Alpha Oil
& Natural Gas Pty Ltd (Alpha), both companies carrying out oil and gas
exploration activities offshore from Australia. Each company is incorporated in
Australia. A director of AOGC, Mr. E. Geoffrey Albers, is a director and or
shareholder of each of the vendors of shares in Nations and Alpha.
Mr. E. Geoffrey Albers is a director and or shareholder of each of the
vendors of shares in Nations and Alpha. Mr. E. Geoffrey Albers had beneficial
ownership percentages of 99.8% in Alpha and 98.8% in Nations prior to the
acquisition by AOGC and had a beneficial ownership percentage of 53% in AOGC
prior to the completion of the acquisitions of Alpha and Nations
The purchase of Nations was made in order to acquire an interest in the
four permits of the National Gas Consortium, being permits, NT/P62, NT/P63,
NT/P64 and NT/P65. The shareholders of Nations have received
2,100,001 shares of common stock in AOGC and have received AUD$50,000 as
consideration for Nations.
The purchase of Alpha was made in order to acquire an interest in the
Browse Joint Venture, then being permits, WA-332-P, WA-333-P, WA-341-P and
WA-342-P. The shareholders of Alpha have received 2,000,002 shares of common
stock in AOGC and the payment of AUD$100,000.
Due to the common ownership, outlined above, by Mr. E. Geoffrey Albers of
AOGC, Alpha and Nations, the acquisitions are deemed to be a transfers of
interests under common control with AOGC for the purposes of SFAS No, 141
entitled "Business Combinations". The transfers haves been accounted for using a
method like pooling of interests whereby the assets and the liabilities of AOGC,
Alpha and Nations have been combined at their respective carrying values.
Further, as detailed in Note 8, the consolidated financial statements and
financial information presented for prior years have been restated to furnish
comparative information. All restated consolidated financial statements have
noted that financial data of the previously separate entities are combined.
Note 7: Stock Based Compensation expense - amendment of comparatives
The Form 10-Q for AOGC for the period ended September 30,, 2006 disclosed
compensation expense of $165,000 for the nine months. As directed by SEC staff
in correspondence dated June 25, 2007 per SAB Topic 14:F compensation expense
should be presented in the Statement of Operations using the function of the
expense. The company has allocated the compensation expense equally between
general and administrative expense and exploration expense in the current and
comparatives period's Consolidated Statements of Operations.
Note 8: Restatement of Financial Statements
Subsequent to the issuance of the Company's 2006 Financial Statements, the
company received correspondence from SEC staff regarding the accounting
treatment of the acquisition of the Australian subsidiary companies as disclosed
in Note 6.
From this correspondence, management determined that it had not correctly
applied the guidance provided in SFAS 141 Business Combinations, including the
paragraphs D11 to D18 regarding transfer of interest under common control.
The Company has restated its consolidated financial statements back to the
period from inception - August 6, 2003, for the nine months ended September 30,
2007 and for the nine months ended September 30, 2006.
The following tables set forth the effects of the restatement on the
Company's Consolidated Balance Sheet, the Consolidated Statement of Operations
and the Consolidated Statement of Cash Flows.
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED BALANCE SHEET - September 30, 2007
(Dollar amounts in thousands)
As
Previously As
Reported Adjustment Restated
$
---------- ---------- ----------
ASSETS
Current assets
Cash and cash equivalents 564 -- 564
Trade and other receivables 8 (6) 2
---------- ----------
Total Current Assets 572 (6) 566
---------- ---------- ----------
Total Assets 572 (6) 566
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 145 28 173
Accounts payable to director related entities (Note 6) -- 3 3
Advances from director related entities -- -- --
Income tax expense payable 1 -- 1
---------- ---------- ----------
Total Current Liabilities 146 31 177
---------- ----------
Non-current liabilities:
Convertible Notes (Note 5) 297 297
---------- ----------
Total Non-current Liabilities 297 297
---------- ----------
Total Liabilities 443 31 474
========== ==========
Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares
authorized, 35,900,531 and 29,800,528 shares
issued and outstanding as of December 31, 2006
and 2005, respectively 28 -- 28
Capital in excess of par value 948 1,174 2,122
Accumulated other Comprehensive Loss 298 (49) 249
Deficit accumulated during the exploration stage (1,145) (1,162) (2,307)
---------- ---------- ----------
Total Stockholders' Equity 129 (37) 92
---------- ---------- ----------
Total Liabilities and Stockholders' Equity 572 (6) 566
========== ========== ==========
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2007
(Dollar amounts in thousands)
As As
Reported Adjustment Restated
$ $ $
----------- ----------- -----------
Expenses
Exploration 141 13 154
General and administrative 236 (41) 195
Merger and reorganization -- -- --
----------- ----------- -----------
Total operating expenses 377 (28) 349
----------- ----------- -----------
Loss before other income and extraordinary item (377) 28 (349)
----------- ----------- -----------
Other Income and Expenses
Currency exchange loss -- 89 89
Interest income 21 -- 21
Interest expense (21) -- (21)
----------- ----------- -----------
Profit/ (loss) before income tax (377) 89 (260)
Income tax provision -- -- --
----------- ----------- -----------
Net Profit/(loss) (377) 117 (260)
=========== =========== ===========
Profit/(loss) per Common Share:
Net profit/(loss) $ (0.01) $ 0.00 $ (0.01)
Weighted average common share used in calculation 36,279,667 -- 36,279,677
=========== =========== ===========
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2006
(Dollar amounts in thousands)
As As
Reported Adjustment Restated
$ $ $
----------- ----------- -----------
Expenses
Exploration 123 (2) 121
General and administrative 148 4 152
Merger and reorganization -- 109 109
----------- ----------- -----------
Total operating expenses 271 111 382
----------- ----------- -----------
Loss before other income and extraordinary item (271) (111) (382)
----------- ----------- -----------
Other Income and Expenses
Income from sale of tenement -- 1,261 1,261
Write down of investment -- -- --
Currency exchange loss -- 4 4
Interest income 11 8 19
Interest expense (26) -- (26)
----------- ----------- -----------
Profit/ (loss) before income tax (286) 1,162 876
Gain on purchase of subsidiaries, net of tax 306 (306) --
Income tax provision -- 23 23
----------- ----------- -----------
Net Profit/(loss) 20 833 853
=========== =========== ===========
Profit/(loss) per Common Share:
Net profit/(loss) $ 0.00 $ 0.03 $ 0.03
Weighted average common share used in calculation 32,546,240 -- 32,546,240
=========== =========== ===========
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED STATEMENT OF OPERATIONS
For the period from inception (August 6, 2003) to
September 30, 2007
(Dollar amounts in thousands)
As As
Reported Adjustment Restated
$ $ $
----------- ----------- -----------
Expenses
Exploration 442 371 813
General and administrative 805 (39) 766
Merger and reorganization 139 110 249
----------- ----------- -----------
Total operating expenses 1,386 442 1,828
----------- ----------- -----------
Loss before other income and extraordinary item (1,386) (442) (1,828)
----------- ----------- -----------
Other Income and Expenses --
Income from sale of tenement -- 1,261 1,261
Writedown of investment -- (1,759) (1,759)
Currency exchange loss (14) 83 69
Interest income 48 2 50
Interest expense (76) -- (76)
----------- ----------- -----------
Profit/ (loss) before income tax (1,428) (855) (2,283)
Gain on purchase of subsidiaries, net of tax 306 (306) --
Income tax provision 23 1 24
----------- ----------- -----------
Net Profit/(loss) (1,145) (1,162) (2,307)
=========== =========== ===========
Profit/(loss) per Common Share:
Net profit/(loss) $ (0.04) $ (0.04) $ (0.08)
Weighted average common share used in calculation 30,289,275 -- 30,289,275
=========== =========== ===========
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2007,
(Dollar amounts in thousands)
As As
Reported Adjustment Restated
$ $ $
---------- ---------- ----------
Cash flows from operating activities:
Net profit/(loss) (377) 117 (260)
Adjustments to reconcile net profit/(loss) to net
cash used in operating activities:
Adjustments for non-cash items:
Compensation expense 124 -- 124
Currency exchange loss -- (101) (101)
Acquisition of entities subject to common control -- -- --
Issuance of Convertible Note in lieu of repayment of
advances from director related entity (21) 42 21
Gain on sale of tenement -- -- --
Change in assets and liabilities
Increase (decrease) in accounts payable 20 79 99
Increase in tax payable -- (25) (25)
Decrease in accounts receivable 5 (5) --
Decrease in exploration assets -- -- --
---------- ---------- ----------
Net cash provided by (used in) operating activities (249) 107 (142)
Cash flows from financing activities:
Proceeds from the sale of Common stock - net -- -- --
Proceeds from advance from director-related entities 50 (50) --
Repayment of advance from director-related entities (36) 8) (28)
---------- ---------- ----------
Net cash provided by (used in) provided by financing activities 14 (42) (28)
---------- ---------- ----------
Increase in cash (235) 65 (170)
Cash and cash equivalents at beginning of period 734 -- 734
Effect of currency exchange rate fluctuations on cash held 65 (65) --
---------- ---------- ----------
Cash and cash equivalents at end of period 564 -- 564
---------- ---------- ----------
Supplementary disclosure of non-cash financing activities.
Issuance of Stock -- -- --
- Administration Fees charged by Setright Oil & Gas Pty Ltd -- 38 38
- Interest charged by Great Missenden Holdings Pty Ltd 21 -- 21
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2006,
(Dollar amounts in thousands)
As As
Reported Adjustment Restated
$ $ $
---------- ---------- ----------
Cash flows from operating activities:
Net profit/(loss) 20 833 853
Adjustments to reconcile net profit/(loss) to net
cash used in operating activities:
Adjustments for non-cash items:
Compensation expense 165 -- 165
Currency exchange loss -- (121) (121)
Extraordinary gain (306) 306 --
Issuance of Convertible Note in lieu of repayment of
advances from director related entity 19 -- 19
Adjustments for non-operating items:
Income from sale of tenement -- (1,261) (1,261)
Change in assets and liabilities
Increase (decrease) in accounts payable (2) (159) (161)
Increase in tax payable -- 23 23
Decrease in accounts receivable -- 86 86
Decrease in exploration assets -- 7 7
---------- ---------- ----------
Net cash used in operating activities (104) (286) (390)
Cash flows from financing activities:
Proceeds from the sale of Common stock - net -- -- --
Proceeds from advance from director-related entities -- 189 189
Repayment of advance from director-related entities (94) (182) (276)
---------- ---------- ----------
Net cash provided by (used in) financing activities (94) 7 (87)
---------- ---------- ----------
Cash flows from investing activities:
Cash acquired from subsidiaries 980 (980) --
Advances to director related entities -- -- --
Proceeds from sale of tenement -- 1,261 1,261
Purchase of shares in director-related entities -- -- --
---------- ---------- ----------
Net cash provided by (used in) investing activities 980 281 1,261
---------- ---------- ----------
Increase in cash 782 2 784
Cash and cash equivalents at beginning of period 10 -- 10
Effect of currency exchange rate fluctuations on cash held -- -- --
---------- ---------- ----------
Cash and cash equivalents at end of period 792 2 794
---------- ---------- ----------
Supplementary disclosure of non-cash financing activities.
Issuance of Stock -- -- --
- Administration Fees charged by Setright Oil & Gas Pty Ltd -- 36 36
- Interest charged by Great Missenden Holdings Pty Ltd 19 -- 19
Australian Oil & Gas Corporation
(an exploration stage enterprise)
RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
Cumulative from inception (August 6, 2003) to September 30, 2007
(Dollar amounts in thousands)
As As
Reported Adjustment Restated
$ $ $
---------- ---------- ----------
Cash flows from operating activities:
Net profit/(loss) (1,145) (1,162) (2,307)
Adjustments to reconcile net profit/(loss) to net
cash used in operating activities:
Adjustments for non-cash items:
Compensation expense 574 -- 574
Currency exchange loss -- (81) (81)
Acquisition of entities subject to common control -- -- --
Issuance of Convertible Note in lieu of repayment of
advances from director related entity (85) 170 85
Extraordinary Gain (306) 306 --
Gain on sale of tenement -- (1,261) (1,261)
Write down of investments -- 1,759 1,759
Change in assets and liabilities
Increase (decrease) in accounts payable 35 128 163
Increase in tax payable -- 1 1
Decrease in accounts receivable 14 67 81
Decrease in exploration assets 7 (7) --
---------- ---------- ----------
Net cash used in operating activities (906) (80) (986)
Cash flows from financing activities:
Proceeds from the sale of Common stock - net 75 -- 75
Proceeds from advance from director-related entities 668 (353) 315
Repayment of advance from director-related entities (409) 308 (101)
---------- ---------- ----------
Net cash provided by (used in) financing activities 334 (45) 289
---------- ---------- ----------
Cash flows from investing activities:
Cash from acquired subsidiaries 1,215 (1,215) --
Proceeds from Sale of tenement -- 1,261 1,261
Purchase of shares in director-related entities (186) 186 --
---------- ---------- ----------
Net cash provided by (used in) investing activities 1,029 232 1,261
---------- ---------- ----------
Increase in cash 457 107 564
Cash and cash equivalents at beginning of period -- -- --
Effect of currency exchange rate fluctuations on cash held 107 (107) --
---------- ---------- ----------
Cash and cash equivalents at end of period 564 -- 564
---------- ---------- ----------
Supplementary disclosure of non-cash financing activities.
Issuance of Stock 451 -- 451
- Administration Fees charged by Setright Oil & Gas Pty Ltd 97 38 135
- Interest charged by Great Missenden Holdings Pty Ltd 50 30 80
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward-looking statements
References in this report to "the Company", "we", "us", or "our" are intended to
refer to Australian Oil & Gas Corporation. This quarterly report contains
certain statements that may be deemed forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (Securities
Act), and Section 21 E of the United Stated Securities Exchange Act of 1934, as
amended (Exchange Act). Readers of this quarterly report are cautioned that such
forward-looking statements are not guarantees of future performance and that
actual results, developments and business decisions may differ from those
envisaged by such forward-looking statements.
All statements, other than statements of historical facts, so included in
this quarterly report that address activities, events or developments that the
Company intends, expects, projects, believes or anticipates will or may occur in
the future, including, without limitation: statements regarding our business
strategy, plans and objectives and statements expressing beliefs and
expectations regarding our ability to successfully raise the additional capital
necessary to meet our obligations, our ability to secure the permits necessary
to facilitate anticipated seismic and drilling activities and our ability to
attract additional working interest owners to participate in the exploration for
and development of oil and gas resources, are forward-looking statements within
the meaning of the Act. These forward-looking statements are and will be based
on management's then-current views and assumptions regarding future events.
Plan of Operation
-----------------
General Australian Oil & Gas Corporation is an independent energy company
focused on the acquisition and exploration for oil and natural gas resources.
Our core business is directed at the acquisition of interests in oil and gas
properties in the offshore areas of Australia's territorial waters. We rely on
the considerable experience in the oil and gas industry of our President, Mr. E.
Geoffrey Albers, and our consultants, to identify and conduct initial analyses
of properties in which we may acquire an interest.
Strategy We devote essentially all of our resources to the identification of
large-tract oil and gas properties in their early stages of exploration which
have the potential for a high impact outcome for the Company in the event of
exploration success. We plan to advance the prospectivity of these properties
through the application of geological and geophysical expertise and through the
provision of new 2D and 3D seismic surveys. We seek to keep our capital outlays
and overheads at a minimum level. We retain selected consultants, contractors
and service companies. We use proven technologies in evaluating the
prospectivity of our oil and gas properties. We expect to invest in projects at
different levels of participation, including 100% ownership. We plan to maintain
as high a percentage of participation as can be prudently managed. We will focus
on areas considered to have speculative near term potential for oil discovery or
medium term potential for gas discovery. An important part of our strategy is to
select prospective acreage which, at the seismic or drilling stage, can be
farmed out and/or developed in conjunction with other industry players so as to
minimize our financial outlay requirements, wherever possible, through promoted
transactions. Our overall intention is to provide maximum leverage for
shareholders at minimal cost, in return for the high risk activities that we
undertake.
Since August 2003, when current management began operating the Company, we
have not conducted any revenue generating business operations. Accordingly, we
have no results of such operations to report. However, we continue to actively
pursue our long term strategy of acquiring interests in oil and gas exploration
projects with a particular emphasis on the northern basins of the North West
Shelf of Australia.
Following implementation of our acquisition strategy we now hold interests
in 14 Petroleum Exploration Permits granted by the Commonwealth of Australia.
With one exception, they are held in joint venture with other parties.
Vulcan Joint Venture
Our wholly owned subsidiary, Alpha Oil & Natural Gas Pty Ltd, following
farmout of seismic commitments to National Gas Australia Pty Ltd (NGA), (see
below) now holds a 15% interest in the permits, AC/P33, AC/P35 and AC/P39 in
joint venture with its affiliates; NGA (25%), Natural Gas Corporation Pty Ltd
(NGC) (30%) and Auralandia N.L. (Auralandia) (30%), the designated Operator. The
permits are within the territory of Ashmore and Cartier Islands, an Australian
offshore territory.
Geologically, AC/P33, AC/P35 and AC/P39 are located on the eastern margin
of the Vulcan Sub-basin; one of a number of proven petroliferous sub-basins
which together comprise the North West Shelf hydrocarbon province of Australia.
AC/P33 includes the undeveloped Oliver oil and gas accumulation, drilled by
the now plugged and abandoned Oliver-1 well. AC/P33 comprises five graticular
blocks, totaling approximately 400 km(2) (98,800 acres). In the first three
years of the initial 6-year term of permit AC/P33, the joint venture
participants have obtained a range of existing reports and open file seismic
data and have mapped, interpreted and revised analyses and concepts for the
area. The joint venture has carried out enhancement of existing seismic data
around the Oliver feature, and has examined various techniques for the potential
use to provide direct hydrocarbon indicators. As a direct result of the farmout
to NGA, the joint venture acquired 124 km(2) (acres) of new high quality
enhanced parameter 3D seismic survey, known as the Oliver 3D Seismic Survey. The
survey was conducted over the Oliver feature and part of its extension to the
east. Active geological and geophysical evaluation of the permit continues
including processing of the Oliver Seismic Survey and reprocessing of part of
the immediately adjacent Onnia 3D Seismic Survey in the vicinity of the Oliver-1
well. The joint venture has decided to enter the second three years of the
initial permit during which it may drill one exploration well and perform
further interpretational work
AC/P35 is located immediately to the north of AC/P33. It comprises 46
graticular blocks, totaling approximately 3,410 km(2) (842,645 acres). There
have been five wells drilled in the area, with two having oil and gas
indications, all of which were plugged and abandoned. In the first three years
of the initial 6-year term of the AC/P35 permit, we plan to obtain a range of
pertinent existing reports and open file seismic data. In the third year, we
presently plan to shoot 250 km(2) of 3D seismic survey. Should we so decide, we
can elect to enter the second three years of the initial permit term and drill
one exploration well and perform further interpretational work. Geological
evaluation of the permit is continuing, including the reprocessing of
approximately 1,750 km(2) of previously acquired 3D seismic over AC/P35 known as
the Onnia 3D Seismic Survey.
AC/P39 is located 600 km west of Darwin, immediately to the east of AC/P33
and AC/P35. It comprises 11 graticular blocks, totalling approximately 920 km(2)
(227,240 acres). AC/P39 lies within 100 km of existing petroleum production
facilities and along the eastern elevated flank of the Vulcan Sub-basin, a
broad, deep and proven hydrocarbon-generative basin. There have been five wells
drilled in the area, with two having oil and gas indications. In the first three
years of the initial 6-year term of the AC/P39 permit, we plan to obtain a range
of existing reports and open file seismic data. In the third year, we plan to
drill one exploration well. Geological evaluation of the permit is continuing,
including the re-processing of approximately 920 km(2) of previously acquired
Onnia 3D seismic over AC/P39.
The AOGC group agreed to farmout 5% of its 20% interest in each of the
Vulcan Joint Venture Permits to National Gas Australia Pty Ltd (leaving Alpha
with a 15% interest) in return for the acquisition and funding of Alpha's 20%
share of the new Oliver 3D seismic survey of approximately 124 km(2) and the
funding of the reprocessing of approximately 2,800 km(2) of existing 3D data.
The cost of the Company's share of the Oliver survey has been met entirely by
National Gas Australia Pty Ltd.
Browse Joint Venture
We hold a 20% interest in the Permits of the Browse Joint Venture
(WA-332-P, WA-333-P and WA-341-P) together with three other participants
(Batavia Oil & Gas Pty Ltd has a 35% interest, Hawkestone Oil Pty Ltd has a 35%
interest and Goldsborough Energy Pty Ltd has a 10% interest). The Permits are
contiguous and are located in the offshore Browse Basin, a part of the North
West Shelf of Australia. They cover a total area of 9,460 km(2) (2,336,620
acres).
The Browse Basin region is a proven major hydrocarbon area and it forms
a part of the extensive series of continental margin sedimentary basins that,
together, comprise the North West Shelf hydrocarbon province of Australia. The
Browse Basin has been host to a series of major gas, gas condensate and oil
discoveries which began with the 1971 discovery at Scott Reef-1. The Browse
Basin is currently the focus for two proposals to establish new LNG export
facilities; one by Woodside Energy Ltd in relation to the Scott Reef/Brecknock
complex and the other by Inpex Corporation in relation to the Ichthys complex.
The Browse Joint Venture permits are presently lightly explored. There is one
well on the boundary of WA-332-P (Prudhoe-1), one well in WA-333-P (Rob Roy-1),
and a total of fourteen wells in WA-342-P, mostly associated with the
undeveloped Cornea oil and gas accumulation.
In October, 2006 the Browse Joint Venture completed the shooting of the
Braveheart seismic survey of approximately 1,949 line km of new 2D seismic
survey over these Browse Joint venture permits. This data has now been processed
and is being interpreted.
In the first three year term of the Permits, the Browse Joint Venture
committed to obtain available open file reports and basic 2D and 3D seismic data
acquired by earlier efforts of previous explorers. This included approximately
1,100 km(2) of high quality 3D seismic known as the Cornea 3D survey which is
held by the Browse Joint Venture. Approximately 1,000 km(2) of this 3D data set
has been being reprocessed. The data set has been integrated with the
acquisition and processing of the recent 1949 line km Braveheart 2D seismic
survey to infill the existing grid of data, with lead specific coverage. The
Browse Joint Venture has elected to enter a second three year permit term and in
which it has indicated it will drill one well in each permit. Active geological
and geophysical evaluation of all of the Browse Joint Venture Permits is
continuing, with special studies having been carried out in respect to the
undeveloped Cornea oil and gas accumulation and focus on the Braveheart Prospect
located in WA-332-P and WA-333-P, following the acquisition of the Braveheart 2D
seismic survey.
National Gas Consortium
Through our wholly owned subsidiary, Nations Natural Gas Pty Ltd, we hold a
24% interest in the six permits of the National Gas Consortium, being permits,
NT/P62, NT/P63, NT/P64, NT/P65, NT/71 and NT/P72 ("Timor Sea Permits"), located
in the Australian sector of the Timor Sea, offshore from the Northern Territory.
The three other joint venture participants are National Oil & Gas Pty Ltd (35%),
Australian Natural Gas Pty Ltd (35%) and National Gas Australia Pty Ltd (6%).
The National Gas Consortium now holds six permits aggregating approximately
32,255 km(2) (7,970,533 acres).
The Timor Sea covers a huge area underlain by sedimentary basins with
potential for new hydrocarbon discoveries. The region has a long history of
exploration activity and discovery and has now become the focus for domestic and
international petroleum exploration and development activities. There have been
numerous oil and wet gas discoveries to the north west in the region of the
permits, including the Laminaria, Corallina and Bayu-Undan fields. The giant gas
fields of Greater Sunrise, Evans Shoal, Caldita and Barossa are to the north and
east of the permits.
The Timor Sea is a major emerging province, with a developing emphasis in
gas processing for the export market. Discoveries made over the past few years
are expected to lead to the area providing substantial gas production and
revenue, through value-added gas projects covering a wide spectrum of gas to
liquids processes and technologies.
The Company on June 15, 2006, agreed to farmout 6% of its 30% interest in
each of the Timor Sea Permits to National Gas Australia Pty Ltd (leaving Nations
with a net 24% interest) in return for the acquisition and funding of Nations
30% share of the new Sunshine and Kurrajong 2D seismic survey of approximately
4,200 km. The cost of the Company's share of the Sunshine and Kurrajong surveys
has been met entirely by National Gas Australia Pty Ltd. The newly acquired
Sunshine data set and the reprocessed Kurrajong surveys have now been
interpreted with interpretation about to commence.
Eastern Bonaparte Basin
NT/P70 Joint Venture
On October 10, 2005, the Australian Government granted a petroleum
exploration permit, NT/P70, for an initial 6-year term. The Company initially
held a 100% interest in the permit and now holds an 80% interest as the result
of farmout (see below).
NT/P70 covers an area of 7,370 km(2) (1,821,200 acres) and is located in
the eastern Timor Sea, about 300 km north of Darwin, and 250 km northeast of the
proposed Darwin to Bayu-Undan gas pipeline. The Greater Sunrise, Evans Shoal,
Barossa and Caldita gas accumulations are located to the west and southwest of
the NT/P70 permit area.
AOGC agreed on June 15, 2006, to farmout 20% of its 100% interest in NT/P70
to National Gas Australia Pty Ltd in return for the acquisition and funding by
NGA of the new 800 line km Crocodile 2D seismic survey, subsequently acquired in
the NT/P70 permit.
The permit has been designated as a "frontier area" by the Australian
Government attracting an exploration incentive which allows immediate uplift to
150% tax deductibility on Australian Petroleum Resource Rent Tax ("PRRT") which
is only payable provided certain levels of return from production are achieved.
We have obtained a range of pertinent existing reports and open file
seismic data and, with this data, have mapped, interpreted and revised analyses
and concepts for the area. We presently plan to shoot 300 km(2) of 3D seismic
survey in 2008, following interpretation of the 800 line km Crocodile 2D seismic
survey. Once we have shot 3D program, should we so decide, we can elect to enter
the second three years of the initial permit term and drill one exploration well
and perform further interpretational work to date. There have been no wells
drilled in the permit.
NT/P73
On March 27, 2007, the Australian Government granted to our wholly owned
subsidiary, Alpha, a petroleum exploration permit, NT/P73, adjacent to the
south-west of NT/P70, for an initial 6-year term. The Company holds a 100%
interest in the permit. NT/P73 is located to the immediate south west of NT/P70
and covers an area of 6,815 km(2) (1,683,300 acres). The Barossa and Caldita gas
accumulations are located to the west of the NT/P73 permit area.
In the first three years of the initial 6-year term of the NT/P73 permit we
plan to obtain existing reports and open file seismic data and, with this data,
to map, interpret and revise analyses and concepts for the area. We presently
plan to shoot 2,000 line km of 2D in the third year of the permit. Should we so
decide, we can elect to enter the second three years of the initial permit term
and drill one exploration well and perform further interpretational work. There
have been no wells drilled in the permit area.
Permitting It should be noted that, provided all exploration commitments are
met, Australian offshore petroleum exploration permits may be renewed for two
further 5-year terms, upon relinquishment of 50% of the area of a permit at the
end of the first 6-year term, and again at the end of the second 5-year permit
term. Any Retention Lease or Production License is excluded from the calculation
of the area to be relinquished. Permits therefore, have a potential 16-year
life, subject to these requirements and to the fulfillment of exploration
commitments.
Management The Company relies upon its Chairman and President, who also holds
the position of Chief Executive Officer and Chief Financial Officer, Mr. E
Geoffrey Albers, to manage the Company's operations and to identify and acquire
interests in oil and gas prospects. The Company has entered into an agreement
with Mr. Albers to secure his services on a part-time basis for a 3-year period,
with a commencement date effective from January 1, 2005. As the Company's cash
resources are limited, the board agreed to remunerate Mr. Albers by issuing
common stock in lieu of cash payments. Specifically, the Company issued
2,500,000 shares of Common Stock to Mr. Albers for his services in relation to
the period from January 1, 2005 to December 31, 2005. A further 2,000,000 shares
of Common Stock were issued to him for his services for the period from January
1, 2006 to December 31, 2006 A further 1,500,000 shares of Common Stock will be
issued to him for his services for the period from January 1, 2007 to December
31, 2007 (the financial statements for the quarter have accrued $41,250
representing a pro-rata amount of this compensation).
Funding As an exploration stage enterprise, the Company has and continues to
rely on capital infusions through the advances of Great Missenden Holdings Pty
Ltd. The Company has accepted advances and in the future anticipates that it
will draw down further advances to enable it to meet its administrative costs
and expenditure requirements in developing its portfolio of oil and gas
interests. When the Company requires further significant funds for its
exploration programs, then it is the Company's intention that the additional
funds would be raised in a manner deemed most expedient by the Board of
Directors at the time, taking into account budgets, share market conditions and
the interest of industry in co-participation in the Company's programs. The
Company's main strategy is to meet its obligations either by farmout, or partial
sale of the Company's interests. Should these methods not be viable, it is the
Company's plan that they could be raised by any one or a combination of the
following manners: stock placements, pro-rata issue to stockholders, and /or an
issue of stock to eligible parties. Should funds be required for appraisal or
development purposes the Company would, in addition, look to project loan
finance.
Item 3. Controls and procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of September 30,
2007. This evaluation was carried out under the supervision and with the
participation of our President and Chief Financial Officer. Based upon that
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of such date.
As used herein, "disclosure controls and procedures" means controls and
other procedures of ours that are designed to ensure that information required
to be disclosed by us in the reports we file or submit under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports we file or submit under the Securities Exchange Act is accumulated
and communicated to our management, including our President and Chief Financial
Officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
On February 6, 2008, the Company issued a current report on Form 8-K announcing
that it would restate its consolidated financial statements and related footnote
information in its most recent quarterly and annual filings. In connection with
the filing of this Form 10-KSB/A, the company's management, including our
President and Chief Financial Officer, re-evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of September
30, 2007. Based upon its re-evaluation, the Company's management has concluded
that our disclosure controls and procedures remain effective. In making this
determination, the Company has considered the effects of the restatement to our
consolidated financial statements in arriving at this conclusion, as well as the
recent interpretive guidance of the SEC issued on June 20, 2007. We also
considered how the revised disclosures contained in footnotes 6 and 8 to our
consolidated financial statements provide additional information in order for
the Company to fully comply with Statement of Financial Accounting Standards No.
141, "Business Combinations
Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial
reporting that occurred during the Company's third fiscal quarter of 2007 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
We have not yet become subject to the requirement to include an annual
report of management on our internal control over financial reporting in our
annual reports filed with the Securities and Exchange Commission under Section
13 or 15(d) of the Securities Exchange Act of 1934.
Part II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no sales of unregistered securities during the quarter.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders.
Item 6. Exhibits
List of Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AUSTRALIAN OIL & GAS CORPORATION
By: /s/ E. Geoffrey Albers
-----------------------
E. Geoffrey Albers,
Chief Executive Officer and
Chief Financial Officer
April 28, 2008