UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: June 30, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission File Number 000-26721
AUSTRALIAN OIL & GAS CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1379164
-------- ----------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation of organization)
2480 North Tolemac Way, Prescott, Arizona 86305
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(Address of principal executive offices)
Issuer's Telephone Number: (928) 778 1450
NOT APPLICABLE
--------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the proceeding 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [ x ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
41,050,531 shares of common stock, $0.001 par value, as of August 1, 2008.
INDEX
AUSTRALIAN OIL & GAS CORPORATION
For the Quarterly Period Ended: June 30, 2008
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements. (Unaudited)
Consolidated Balance Sheets as at June 30, 2008 (Unaudited) and
December 31, 2007 (Audited)
Consolidated Statements of Operations for the six months ended
June 30, 2008 and 2007 (Unaudited), three months ended June
30, 2008 and 2007 (Unaudited) and for the cumulative period
from August 6, 2003 (Date of Inception) to June 30, 2008
(Unaudited)
Consolidated Statements of Cash Flows for the six months ended
June 30, 2008 and 2007 (Unaudited) and the cumulative period
from August 6, 2003 (Date of Inception) to June 30, 2007
(Unaudited)
Amended Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part 11. OTHER INFORMATION
Item 6. Exhibits.
Signatures
Item 1. Financial Statements (Unaudited)
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollar amounts in thousands) June 30, Dec. 31,
2008 2007
(Unaudited) (Audited)
$ $
---------- ---------
Current assets:
Cash and cash equivalents 202 484
Other receivables 5 --
---------- ---------
Total Current Assets 202 484
---------- ---------
Total Assets 207 484
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses (Note 7) 193 574
Accounts payable to director related entities 11 2
Income tax expense payable -- 1
---------- ---------
Total Current Liabilities 204 577
---------- ---------
Non-current liabilities:
Convertible Notes -- 305
---------- ---------
Total Non-current Liabilities -- 305
---------- ---------
Total Liabilities 204 882
========== =========
Stockholders' Equity
Common stock, $0.001 par value;75,000,000 shares authorized, Issued shares,
42,050,531 at June 30, 2008 and 37, 400,531 at December 31, 2007;
Outstanding shares, 41,050,531 at
June 30, 2008 and December 31, 2007. (Note 5) 33 30
Capital in excess of par value 2,519 2,210
Accumulated other Comprehensive Income 206 224
Deficit accumulated during the exploration stage (2,755) (2,862)
---------- ---------
Total Stockholders' Equity 3 (398)
---------- ---------
Total Liabilities and Stockholders' Equity 207 484
========== =========
The accompanying notes are an integral part of these consolidated financial
statements.
2
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended June 30, 2008 and 2007
for the period from inception (August 6, 2003) to June 30, 2008
(Dollar amounts in thousands)
Cumulative
period
For the For the For the For the from Aug.
six six three three 6, 2003
months months months months (Date of
ended ended ended ended Inception)
June 30, June 30, June 30, June 30, to June
2008 2007 2008 2007 30, 2008
----------- ----------- ----------- ----------- -----------
Expenses
General and administrative 92 134 60 68 930
Merger and reorganisation -- -- -- -- 249
Exploration 208 120 51 75 1,519
----------- ----------- ----------- ----------- -----------
Total operating expenses 300 254 111 143 2,698
----------- ----------- ----------- ----------- -----------
Net Profit / (loss) before other income and income taxes (300) (254) (111) (143) (2,698)
----------- ----------- ----------- ----------- -----------
Other Income and Expense
Gain on transfer of interest in tenement (Note 7) 389 -- 389 -- 1,650
Write down of investments -- -- -- -- (1,759)
Currency exchange gain /(loss) 26 88 12 23 112
Interest income 7 14 2 7 63
Interest expense (15) (7) (7) (99)
----------- ----------- ----------- ----------- -----------
(14)
Profit / (Loss) before income tax 107 (166) 285 (120) (2,731)
Income tax provision -- -- -- -- 24
----------- ----------- ----------- ----------- -----------
Net Profit / (loss) 107 (166) 285 (120) (2,755)
=========== =========== =========== =========== ===========
Profit/ (loss) per Common share :
Loss before extraordinary item
Net Profit / (loss) $ 0.00 $ (0.00) $ 0.00 $ (0.00) $ (0.08)
=========== =========== =========== =========== ===========
Weighted average common share used in calculation
37,656,026 36,092,175 37,906,026 36,279,652 33,013,649
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
3
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS for the
six months ended June 30, 2008 and 2007 (Unaudited)
and for the cumulative period from August 6, 2003 (Date of Inception)
to June 30, 2008 (Unaudited)
(Dollar amounts in thousands - except per share data)
For the six For the six Cumulative period
months ended months ended from inception to
June 30, 2008 June 30, 2007 June 30, 2008
$ $ $
---------- ---------- ----------------
Cash flows from operating activities:
Net profit / (loss) 107 (166) (2,755)
Adjustments to reconcile net profit/(loss) to net cash
used in operating activities:
Adjustments for non-cash items
Compensation expense 40 83 580
Currency exchange loss/(gain) (59) (144) (155)
Write down of investment -- -- 1,759
Issuance of Convertible Note in lieu of repayment of
advances from director related entity 7 14 100
Gain on transfer of interest in tenement (Note 7) (389) -- (1,650)
Change in assets and liabilities:
Increase/(decrease) in accounts payable (7) 111 569
Increase /(decrease) in income tax payable (1) (25) (9)
Decrease in exploration assets -- -- --
Decrease/(increase) in accounts receivable (5) 2 78
---------- ---------- ----------------
Net cash used in operating activities (307) (125) (1,483)
---------- ---------- ----------------
Cash flows from financing activities:
Proceeds from advance from director-related entities 9 -- 84
Repayment of advance from director-related entities -- (39) 315
Proceeds from the sale of Common stock - net -- -- (73)
---------- ---------- ----------------
Net cash (used in)/ provided by financing activities 9 (39) 326
---------- ---------- ----------------
Cash flows from investing activities:
Proceeds from sale of tenement -- -- 1,261
---------- ---------- ----------------
Net cash provided by investing activities -- -- 1,261
---------- ---------- ----------------
Increase/ (decrease) in cash (298) (164) 104
Cash at beginning of period 484 734 --
Effect of currency exchange rate fluctuations on cash held 16 40 98
---------- ---------- ----------------
Cash at end of period 202 610 202
========== ========== ================
Supplemental disclosure of non-cash activities:
Administration Fees charged by Setright Oil & Gas Pty Ltd 36 26 199
Interest charged by Great Missenden Holdings Pty Ltd 14 14 102
Issuance of Stock for compensation and settlement of advances 312 -- 852
Gain on transfer of interest in tenement 389 -- 1,650
The accompanying notes are an integral part of these consolidated
financial statements
4
Australian Oil & Gas Corporation
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The accompanying interim consolidated 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 June 30, 2008 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 for the year ended December 31, 2007.
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: Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and footnotes thereto. Actual results could differ from those
estimates.
Note 3: 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, originally at any time on or before December 31, 2007
but these were converted on June 24, 2008, 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 of March
30, 2008, the $100,000 Line of Credit, which had been fully drawn down, was
converted into these Series II Convertible Notes. On June 24, 2008, 2,650,000
shares of Common Stock were issued to Great Missenden Holdings Pty Ltd to settle
the Series I Convertible Notes. On the same date 1,000,000 of Common Stock were
issued to Great Missenden Holdings Pty Ltd to settle the Series II Convertible
Notes.
5
Great Missenden Holdings Pty Ltd charged $7,303 for interest on all advances
during the quarter. Setright Oil & Gas Pty Ltd charged the Company $26,960
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 21, 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.
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 30% interest in each of NT/P62, NT/P63, NT/P64, NT/P65, NT/P71 and
NT/P72, (National Gas Consortium), of which 9% was earned from Nations.
Note 4: Current Liabilities
At June 30, 2008 the accounts payable balance includes $40,000 for remuneration
due to Mr Albers for his services as set out in Note 3 Related Party
Transactions.
Note 5: Issued Shares
At June 30, 2008, 1,000,000 shares included in issued and outstanding shares of
42,050,531 disclosed in the balance sheet and used for the earnings per common
share calculation were reserved but not yet issued. These shares will be used to
compensate Mr Albers and will be issued in the quarter ending December 31 2008.
For this quarter the amount issued is an estimate as a new contract with Mr
Albers is being negotiated.
6
Note 6: 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 $206,000
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 7: Gain on transfer of interest in exploration tenement
Through its subsidiary, Nations Natural Gas Pty Ltd and its interest in the
National Gas Consortium Joint Venture tenements, AOGC recorded exploration
expense of $353,272 in the month of December 2007. This was on the basis of
December 2007 invoices from National Gas Australia Pty Ltd (`NGA") for
additional costs incurred on behalf of the Joint Venture by NGA in the 2D
Seismic Sunshine and Kurrajong Surveys.
Subsequent to the invoices being booked into the Joint Venture accounts and the
exploration expense being recognized it was decided by the participant companies
to the Joint Venture that rather than pay the invoices from NGA an additional
farmout of a 10% interest in all tenements would be offered to NGA to settle the
debt. On June 16, 2008, farmout agreements were signed between the Joint Venture
participant companies, including Nations Natural Gas. The financial impact of
these agreements was the payable to NGA was settled, a gain on the transfer of
the tenement interest was recognized and a non-cash contribution to the Joint
Venture in the form of NGA's farmin contribution was recognized in the Joint
Venture accounts. In the AOGC Consolidated Balance Sheet for June 30, 2008, this
resulted in a decrease in accounts payable of $389,529 and in the AOGC
Consolidated Statement of Operations a $389,529 gain on the transfer of tenement
interests. The difference between the original Dec 2007 invoiced amount and the
amount reversed in June 2008 is due an increase in the value of Australian
Dollar against the US Dollar.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
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, and Section
21E of the United Stated Securities Exchange Act of 1934, as amended. 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 of appropriate exploration acreage and exploration
for oil and natural gas resources on that acreage. 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 by retaining 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.
8
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 Vulcan Joint Venture 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, a broad, deep and proven hydrocarbon-generative basin, one of
a number of proven petroliferous sub-basins which together comprise the North
West Shelf hydrocarbon province of Australia.
AC/P33 (granted July 6, 2004) 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). During the first three years of the initial 6-year term of permit
AC/P33, the joint venture participants 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
potential to provide direct hydrocarbon indicators. As a result of the farmout
to NGA, the joint venture has 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. The joint venture has elected to enter the second three years of the
initial permit and plans to drill one exploration well prior to the end of 2009,
and to perform further interpretational work. Active geological and geophysical
evaluation of the permit continues, including processing of the new Oliver
Seismic Survey and reprocessing of part of the immediately adjacent Onnia 3D
Seismic Survey in the vicinity of the Oliver-1 well, in preparation for the
proposed Oliver 2 exploration/appraisal well. The permit has been offered for
farmout, with a number of domestic and international companies assessing the
acreage.
9
Concurrently with the farmout efforts, the Vulcan Joint Venture participants are
considering how they might collectively meet the funding requirements for
drilling the Oliver-2 well in AC/P33, and how they should proceed in the future
with respect to funding of any Oliver development. Discussions amongst the joint
venture participants have focused on the concept of each of the participants,
other than the operator, Auralandia, selling their interest in the Vulcan Joint
Venture permits in return for an appropriate pro rate issue of shares.
Auralandia has signified that it would be amenable to being the corporate
vehicle for unifying all the Vulcan Joint Venture interests in this manner. The
Company is investigating this opportunity and plans to participate in this
manner. Capital would be required by Auralandia for drilling and or development
of Oliver and would relieve our Company of any direct cost commitment to any of
the Vulcan Joint Venture permits (AC/P33, AC/P35 and AC/P39).
AC/P35 (granted October 18, 2005) 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. During 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. On October 16, 2007,
we applied for a suspension and extension of the permit for a period of twelve
months, so that if approved, the Year 2 will end on October 17, 2008. In the
third permit year, we presently plan to shoot 250 km(2) of new 3D seismic
survey. Should we so decide, we can elect to enter the second stage of three
permit 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 the
previously acquired proprietary 3D seismic over AC/P35 known as the Onnia 3D
Seismic Survey, which is located within this permit.
AC/P39 (granted April 7, 2006) 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) (2,273 acres). AC/P39 lies within 100 km of existing
petroleum production facilities and along the eastern elevated flank of the
Vulcan Sub-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. We have requested a 12 month suspension and extension of
Year 2 in order to complete the reprocessing of 920 km(2) Onnia 3D seismic
survey within the permit. The re-processing has been delayed because of the
manpower constraints of the contractor, PGS. If granted the second permit year
will end on April 6, 2009. In the third permit year, we plan to drill one
exploration well. Geological evaluation of the permit is continuing
Alpha Oil & Natural Gas Pty Ltd on May 15, 2006 agreed to farmout 5% of its 20%
interest in each of the Vulcan Joint Venture Permits to NGA (leaving Gascorp
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 the existing Onnia
3D Seismic Survey data. The cost of the Company's share of the Oliver survey has
been met entirely by NGA
10
Browse Joint Venture
On April 12, 2006, we completed the acquisition of Alpha, a transaction entered
into on July 1, 2004. The acquisition of Alpha was made in order to acquire a
20% interest in the Browse Joint Venture, being permits, WA-332-P, WA-333-P,
WA-341-P and WA-342-P.
Following the entering into of the transaction on July 1, 2004, but prior to the
agreement between being finalized, Alpha (with the approval of AOGC) sold its
20% interest in WA-341-P to a third party for an amount in excess of book value.
The settlement funds received by Alpha were incorporated in funds available to
AOGC, through its wholly owned subsidiary, Alpha.
The now remaining Permits of the Browse Joint Venture WA-332-P, WA-333-P and
WA-342-P 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. Two of 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 the first three year term of the Permits, the Browse Joint Venture obtained
available open file reports and basic 2D and 3D seismic data acquired by the
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 was
reprocessed by the joint venture during the 2007 year. The 3D data set has been
integrated with the acquisition and processing of the 1949 line km Braveheart 2D
seismic survey. The Browse Joint Venture previously 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. The Browse Joint Venture has
elected to enter a second three year permit term 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 the Braveheart project, which straddles WA-332-P and WA-333-P.
11
The Browse Joint Venture, on March 19, 2008, applied for an 18-months suspension
and extension of Year 5 of permit WA-332-P in order to acquire further new 2D
seismic survey over potential leads in WA-332-P and to secure a drilling vessel,
which are in short supply in Australian waters. If granted, Year 5 of WA-332-P
will end September 30, 2009.
On March 19, 2008, the Browse Joint Venture applied for a 12-month suspension
and extension of Year 5 of the WA-333-P permit in order to allow additional time
for the drilling of the Braveheart-1 well in WA-333-P. The Joint Venture has
entered into a letter of intent with a drilling vessel management company, as a
result of which a well is expected to be drilled on the Braveheart feature by
March 31, 2009. If granted, Year-5 of WA-333-P will end on March 31, 2009.
On October 22, 2007, the Browse Joint Venture lodged a request for a variation
of the permit WA-342-P so that instead of drilling a well in Year-5 the permit
would require geotechnical studies, while Year-6 of the permit would require the
drilling of a well. If such variation of the permit is granted, then Year-6 of
the permit would commence on November 28, 2008.
While each of the three permits of the Browse Joint Venture have been offered
for farmout, the participants are considering how they might meet the funding
requirements for the drilling of a well or wells, should these farmout efforts
not be successful. Discussions amongst the joint venture participants have
focused on the formation of a special purpose Australian company, nominally
Braveheart Petroleum Ltd, to acquire the Browse Joint Venture permits in return
for a pro rata issue of shares to each of the Browse Joint Venture participants.
The plan is for this special purpose company to seek equity funding in Australia
in order to meet the significant cost of any well or wells to be drilled in each
of the permits
National Gas Consortium
On April 12, 2006, we completed the acquisition of Nations Natural Gas Pty Ltd
(Nations). The acquisition of Nations was entered into on September 10, 2004 and
made in order to acquire an interest in the initial four permits of the National
Gas Consortium, being permits, NT/P62, NT/P63, NT/P64 and NT/P65 ("Timor Sea
Permits"), located in the Australian sector of the Timor Sea, offshore from the
Northern Territory.
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. Recent Plover Formation discoveries have been made in the
Heron-2 well and the Blackwood-1well, in a permit immediately north of NT/P63
and immediately south of NT/P65.
The Timor Sea is a major emerging petroleum 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.
12
On August 8, 2006, our wholly owned subsidiary, Nations, together with the other
joint venturers in the National Gas Consortium were granted petroleum
exploration permits NT/P71 and NT/P72 for an initial 6-year term. Permits NT/P71
and NT/P72, which cover a total area of approximately 17,380 km(2) (4,294,772
acres), are located in the Australian sector of the Timor Sea, and are held by
the National Gas Consortium, which holds the contiguous NT/P62, NT/P63 and
NT/P64 permits to the immediate west.
The National Gas Consortium now holds six permits aggregating approximately
32,255 km(2) (7,970,533 acres) namely, NT/P62, NT/P63, NT/P64, NT/P65, NT/ P71
and NT/P73, all within jurisdiction of Australia.
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 2D seismic survey (887 kms) and Kurrajong 2D seismic
survey (3,291 km) which were acquired in November 2006. The cost of the
Company's share of the Sunshine and Kurrajong surveys has been met entirely by
NGA.
The Company on June 16, 2008, agreed to farmout a further 3% of its 24% interest
in each of the Timor Sea Permits to National Gas Australia Pty Ltd (leaving
Nations with a net 21% interest) in return for National Gas Australia Pty Ltd
spending AU$1.6 million on Joint Venture exploration costs. This amount has been
met by NGA.
On November 16, 2007, the members of the National Gas Consortium applied for a
12-month extension of Year 4 of each of the permits NT/P62, NT/P63, NT/P64 and
NT/P65 in order to complete the interpretation of the new Sunshine and Kurrajong
2D seismic data sets, in conjunction with interpretation of pre-existing 1,349
line km Jacaranda 2D seismic data set and 1,377 line km Halimeda 2D seismic
survey data set, both of which have been reprocessed. If granted, then Year-4 of
each of these permits would end on December 31, 2008.
The Timor Sea permits have been offered for farmout, with a number of
international companies presently considering the acreage. In the meantime, the
National Gas Consortium Joint Venture participants are considering how they
might meet the funding requirements for the drilling of a well or wells, should
these farmout efforts not be successful. Discussions amongst the joint venture
participants have more recently focused on the formation of a special purpose
company to be formed to acquire the National Gas Consortium Joint Venture
permits in return for a pro rata issue of shares to each of the joint venture
participants. This special purpose public company would then seek equity funding
in Australia in order to meet the significant cost of any well or wells to be
drilled in the permits.
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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
NGA 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.
Subsequently AOGC has transferred it's 80% interest to it's wholly owned
subsidiary Alpha Oil & Natural Gas Pty Ltd.
The permit was 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 subsequent production are
achieved.
We have obtained a range of pertinent existing reports and open file seismic
data and, together with the Crocodile 2D data, have mapped, interpreted and
revised analyses and concepts for the area. We presently plan to shoot 300 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. There have been no wells drilled in the
permit.
The Warawi prospect and the Crocodile prospect are the major focus of our work
in NT/P70.
The NT/P70 permit has been offered for farmout, with a number of international
companies presently considering the acreage
NT/P73
On March 27, 2007, the Australian Government granted to our subsidiary, Alpha
Oil & Natural Gas Pty Ltd, a petroleum exploration permit, NT/P73, 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.
Our work to date has focused on the Stillwater feature of the NW corner of
NT/P73. The NT/P73 permit has been offered for farmout, with a number of
international companies presently considering the acreage
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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 previously 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 were issued to him for his services for the period from January 1,
2007 to December 31, 2007. The Company is negotiating with Mr. Albers with
respect to the continuation of his services for a further 3-year period
effective from January 1, 2008.
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. When
additional funds for exploration are required, 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 these methods considered not to be viable, or in the best
interests of stockholders, then it would be the Company's intention to meet its
obligations by either partial sale of the Company's interests or farm out, the
latter course of action being part of the Company's overall strategy. Should
funds be required for appraisal or development purposes the Company would, in
addition, look to project loan finance.
15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We do not engage in transactions in derivative financial instruments or
derivative commodity instruments. As of June 30, 2008, our financial instruments
were not exposed to significant market risk due to interest rate risk, foreign
currency exchange risk, commodity price risk or equity price risk.
Item 4. 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 June 30, 2008.
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 are 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 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.
Internal Controls
-----------------
Since the date of the evaluation described above, there were no significant
changes in our internal control or in other factors that could significantly
affect these controls, and there were no corrective actions with regard to
significant deficiencies and material weaknesses.
Part 11. OTHER INFORMATION
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.
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly 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
August 11, 2008
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