UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
Form 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission file number 000-26721
AUSTRALIAN OIL & GAS CORPORATION
--------------------------------
(Name of small business issuer in its charter)
Delaware 84-1379164
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Level 21, 500 Collins Street
Melbourne Victoria Australia 3000
---------------------------- ----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (61-3) 8610 4700 Website: www.ausoil.com
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common stock - $0.001 par value
----------------------------------------------------------------------------
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file pursuant to
section 13 or 15(d) of the Exchange Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting shares of the registrant (based on the
closing price reported by the OTC Bulletin Board on or before December 31,
2008), held by non-affiliates was $616,937. For purposes of this disclosure,
shares of common stock held by persons who own 5% or more of the outstanding
common stock and shares of common stock held by each officer and director have
been excluded in that such persons may be deemed to be "affiliates" as that term
is defined under the Rules and Regulations of the Securities Exchange Act of
1934, as amended. This determination of affiliate status is not necessarily
conclusive.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ]
As at March 30, 2009, 43,450,531 shares of common stock were outstanding.
Documents incorporated by reference: None
Forward Looking Statements
References in this report to "the Company", "we", "us", "AOGC", or "our"
are intended to refer to Australian Oil & Gas Corporation. This annual 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 21E of the U.S. Securities Exchange Act of 1934, as amended
(Exchange Act). Readers of this annual 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 annual 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 the Company's
business strategy, plans and objectives and statements expressing beliefs and
expectations regarding the ability of the Company to successfully raise the
additional capital necessary to meet its obligations, the ability of the Company
to secure the permits, licenses and leases necessary to facilitate anticipated
drilling activities and the ability of the Company to attract additional working
interest owners to participate in the exploration and development of oil and gas
reserves, are forward-looking statements within the meaning of the Securities
Act and the Exchange Act. These forward-looking statements are and will be based
on management's then-current views and assumptions regarding future events.
PART I
ITEM 1. BUSINESS
Australian Oil & Gas Corporation, a Delaware corporation formed on 6th
August 2003, is an energy company that explores for natural gas, crude oil and
natural gas liquids. Our common stock, par value $0.001 per share, has been
traded on the OTC BB since 2003.
The Company seeks oil and gas exploration opportunities in offshore waters
within the territorial boundaries of Australia. Once acquired, our strategy is
to carry out preliminary geological assessments, including the acquisition of
pre-existing data, the formulation and undertaking of new 2D and 3D seismic
programs and, if supported by geological rationale and appropriate funding, the
drilling of wells to determining whether any viable resource may exist.
We hold interests in many of our properties through our 100% owned
subsidiaries; Alpha Oil & Natural Gas Pty Ltd, Nations Natural Gas Pty Ltd,
Vulcan Australia Pty Ltd(*) and Braveheart Oil & Gas Pty Ltd(*). Properties
referred to in this document may be held by those subsidiaries. We treat all
operations as one line of business.
* Newly incorporated in 2008
AOGC's goal is to grow a profitable oil and gas company for the long-term
benefit of our shareholders. Our strategy is to build a portfolio of core
exploration acreage which provide growth opportunities through grass-roots
exploration activity, including the acquisition of seismic surveys and
subsequent drilling.
4
When acquisition opportunities are identified, small operational and
technical teams participate in the evaluation process, enabling our Company to
move quickly to execute exploration strategies. Over time we plan to build a
team that will have the technical knowledge and sense of urgency to maximize
value. Our local knowledge of Australian producing basins and our proactive
culture provide a potential platform for growth through our strategy of acreage
acquisition, prospect development and farmout. An integral part of our plan is
to actively evaluate our assets to determine whether farmout or sales of these
assets might provide opportunities to reduce commitments, to spread risk and to
redeploy our capital resources, so as to constantly rebalance our portfolio and
generate new prospects.
We regard Australia as a relatively immature oil and gas country, with
particular prospectivity for natural gas, so that our exploration strategy
provides the potential exposure to larger gas/liquids targets which may
ultimately establish significant production and reserves through successful
drilling. Our technological experts are encouraged to develop strategies for
rapid and cost-effective acquisition, processing and interpretation of seismic
data, enabling our technical teams to analyse large areas of acreage, to acquire
new seismic data, to generate drilling prospects and to relinquish acreage when
it is found to be insufficiently prospective to warrant further exploration or
where we are unable to raise capital for its exploration.
Industry experts project declines in natural gas production from
traditional sources and significant increases in U.S. and Asian natural gas
demand over the next 20 years. LNG sourced natural gas may provide a
significantly larger share of the natural gas market. We target potential
natural gas supply sources suitable not only for LNG processing and export, but
also for domestic Australian consumption, subject to successful exploration and
exploiting of our exploration acreage.
We consider that we are now well positioned to pursue these oil and natural
gas exploration objectives for the following reasons:
o Our success in acquiring gas prospective acreage is expected to provide
opportunities to farmout and joint venture with other established oil and
gas companies, as well as the possibility to joint venture with them in
additional exploratory prospects;
o We possess a significant exploration acreage portfolio in the Browse Basin
and Bonaparte Basin region offshore Australia (see "Oil and Gas Interests
and Properties" below);
o We are intent on building a broad-based team with significant experience in
the use of structural geology, augmented by 3D seismic technology, and in
drilling prospects.
o We own or have rights to an extensive seismic database, including 6,500
km(2) of new 2D seismic and some 3,500 km(2) of 3D seismic data;
o We are conducting intensive evaluations of our acreage and are in the
process of identifying exploration prospects, some of which are high-risk,
high-potential, gas and oil prospects.
We have focused on the Bonaparte Basin and Browse Basin region because:
o We have acquired a significant permit portfolio in these regions;
o We have developed significant expertise and have an extensive database of
information about the geology and geophysics of this region;
o We believe there are significant reserves in this region that have not yet
been discovered; and
5
o The construction of infrastructure for efficiently developing, producing,
transporting and processing natural gas is being actively promoted or has
been initiated in the region by others.
Background to Australian Offshore Permits
-----------------------------------------
To gain control of offshore exploration areas in Australia, a Petroleum
Exploration Permit ("Permit") must be granted by the Designated Authority,
acting pursuant to the Offshore Petroleum and Greenhouse Gas Storage Act 2006 of
the Commonwealth of Australia ("the Act"). A Permit provides rights to the
holder to undertake exploration, including seismic surveys and drilling, in the
defined area of a Permit. A Permit is granted for an initial six year period.
Under the terms of a Permit, the exploration work program nominated for the
first three years must be met. The Permit holder may withdraw from the Permit
after the third permit year, or at the end of any subsequent Permit year,
provided that all the exploration work obligations up to the date of withdrawal
have been met.
It should be noted that (provided all work commitments are carried out)
Australian 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.
The holder of a Permit may not construct any installation in the Permit or
abandon, suspend or complete any well without the written approval of the
Designated Authority. A Permit requires the holder to comply with the Act, the
regulations and all directions made there under and to carry out operations with
adequate measures for the protection of the environment and to carry insurance
as directed by the Designated Authority. A Permit incurs a modest yearly rental
figure.
A Permit is granted by the Designated Authority following a competitive
tender program, based on the best work program offered. The experience of the
directors and the technical and financial resources of the applicant are taken
into consideration before a decision is made. The Company considers that it
satisfies the Designated Authority's requirements and believes that in the
future it will be able to secure acreage. We have already acquired interests in
a number of Permits (See Item 2 - Properties). Our President, Mr. Ernest
Geoffrey Albers, has a track record in successfully bidding for exploration
permits, and of subsequently progressing through farmout and exploration with
major international companies.
For the most part, major companies have dominated the offshore exploration
industry in Australia. More recently, new and independent international
operators have become increasingly active. The Company is encouraged by this
increased activity and by the diversity of geological concepts being developed.
Increasing availability of sophisticated off-the-shelf technologies from
service companies and of expert technical advice from consultants, all aided by
the latest computing power, allow companies such as ours to operate in this
environment. There is a worldwide pool of rig operators, seismic service
companies and technical consultants upon which we can draw for products and
specialist expertise, allowing us to participate at a high level of expertise.
6
A significant element of our strategy includes the acquisition and control
of strategic areas which have potential to be farmed-out, sold or developed in
conjunction with industry players: it being recognised that the Company lacks
the resources to fully explore and develop areas on its own behalf. The funding
of our programs by others in return for a percentage interest in our exploration
permits (farm-out) is a vital part of our strategy and not only spreads risk
but, importantly, conserves our capital. We sponsor or assist in the sponsorship
of companies for the express purpose of assisting with the funding of costs of
our exploration program.
As an exploration stage enterprise, the Company has relied and continues to
rely on infusions of cash for working capital purposes through the advances of
Great Missenden Holdings Pty Ltd, an affiliated company associated with our
President, Mr.E.G. Albers. When we require further funds for our programs, it is
our 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,
interest of industry in co-participation in our programs and share market
conditions. It is our intention to meet our funding obligations by either
partial sale of our interests or farm-out, either to third parties or to
entities sponsored by the Company, the latter course of action being a vital
part of management's overall strategy. It is also part of our plan that funds
could be raised by further issues of stock or the promotion of new companies for
this purpose. Should funds be required for appraisal or development purposes we
would, in addition, look to project loan finance.
Oil and Gas Interests
---------------------
The Company holds interests in 14 petroleum exploration permits in the
offshore areas adjacent to Australia.
Permit Geological Percentage Joint Venture Name
Basin/Sub Basin Held
-------- --------------- ---------- -----------------------
AC/P33 Vulcan 7.5% Oliver
AC/P35 Vulcan 15% Vulcan
AC/P39 Vulcan 15% Nome
WA-332-P Browse 17% Browse (Braveheart)
WA-333-P Browse 17% Browse (Braveheart)
WA-342-P Browse 17% Cornea
NT/P62 Bonaparte 21% National Gas Consortium
NT/P63 Bonaparte 21% National Gas Consortium
NT/P64 Bonaparte 21% National Gas Consortium
NT/P65 Bonaparte 21% National Gas Consortium
NT/P70 Bonaparte 80% Crocodile
NT/P71 Bonaparte 21% National Gas Consortium
NT/P72 Bonaparte 21% National Gas Consortium
NT/P73 Bonaparte 100% Stillwater
See Item 2 "Properties" of this report for more information concerning our
intentions and our past and recent exploration activities with respect to our
oil and gas interests.
Reserve Estimates
-----------------
The Company has no oil and gas reserves at the present time.
7
Production
----------
The Company has had no oil and gas production to date.
Productive Wells and Acreage
----------------------------
The Company has no productive wells or productive acreage at the present
time.
Underdeveloped Acreage
----------------------
See Item 2 "Properties" of this report for further information concerning
our oil and gas interests.
Drilling Activity
-----------------
We and our joint venturers are making preliminary plans for the drilling of
Oliver-2 in permit AC/P33 and for the drilling of Braveheart-1 in WA-333-P.
Current Activities and Plans
----------------------------
Our current activities relate solely to our participation in oil and gas
exploration in the offshore areas of Australia, as described above. (For more
information with respect to our current activities and plans see also Item 2 -
"Properties").
Competitive Factors
-------------------
The acquisition of oil and gas interests is highly competitive. We
anticipate that we will continue to encounter strong competition from many
established companies with greater financial, personnel and informational
resources. Competition from such companies may escalate the cost of acquiring
properties beyond the range of prices we can afford. Even if valuable oil and
gas deposits are discovered on our properties, our ability to develop and
exploit and their marketability will depend on numerous factors, including
available equipment and personnel for which there is strong demand, and other
competing supplies of oil and gas.
Environmental Compliance and Risk
---------------------------------
Since the Company is engaged in the natural resources industry,
environmental regulation has a significant impact upon our operations and may
necessitate significant capital outlays, which, in turn, may materially affect
the earning power of the Company. Certain operations in the exploratory and
production phase of oil and gas exploration are potentially hazardous to the
environment. Exploratory drilling in natural areas are sources of significant
environmental regulation; and reclamation requirements, must be satisfied.
Further, if recovery methods are utilized which involve the construction of a
plant or similar hardware to implement the recovery system, the environmental
impact of such a system must be disclosed in an Environmental Impact Statement;
and compliance could adversely affect future operations and revenues. Although
we do not have immediate plans to be the operator on any oil and gas drilling
operations, others who may drill and operate such properties will face possible
environmental regulations, which could affect our liabilities. Should we
operate, then we would directly be responsible for environmental and project
management, and liability in the event of mishap.
9
Employees
---------
As of December 31, 2008, we employed four persons, namely the three
directors, and one other person, each on a part time basis. Additionally, we
retain consultant geologists and other geo-scientists on a contract or fee
basis, as and when their services are required.
ITEM 1A. RISK FACTORS
The business operations of the Company are subject to risks, which may
impact adversely on its future performance. These risks may adversely affect the
value of our assets and this may affect the value of our common stock.
The following are some of the important factors that could affect our
financial performance or could cause actual results to differ materially from
estimates contained in our forward-looking statements. The important factors are
not exclusive.
Our future performance is difficult to evaluate because we have a limited
operating history and do not own or have development plans for any oil or
natural gas properties.
We began operations in August 2003 and have a limited operating and
financial history. As a result, there is little historical financial and
operating information available to help you evaluate our performance or an
investment in our common stock.
Potential conflicts of interest may cause us to enter into less favorable
agreements than we might have obtained from third parties.
Some of our directors are also directors or executive officers of other oil
and natural gas companies, which may from time to time compete with us for
farm-ins, working interest partners, or property acquisitions. We also may seek
to negotiate farm-in agreements or working interest agreements with companies
whose boards of directors include individuals who are directors or executive
officers of our company. Under Delaware law, a director that has an interest in
a contract or proposed contract or agreement shall disclose his interest in such
contract or agreement and shall refrain from voting on any matter in respect of
such contract or agreement. Nevertheless, we may enter into agreements with such
other companies that are not as favorable as that which we might have obtained
from unrelated third parties.
We will require additional equity capital or debt financings in the future,
which may not be available, or may only be available on unfavorable terms.
Our future capital requirements depend on many factors, including the
prospectivity of our exploration property and our profitability. To the extent
that available funds are insufficient to fund operating and capital
requirements, we will need to fund our exploration commitments by farmout or
sale of interests or by raising additional funds through debt financing or
curtail our growth and reduce our exploration activities. Any farmout or sale
activity or any equity or debt financing, if available at all, may be on terms
that are not favorable to us. In the case of farmout, sale or equity financings,
dilution to our stockholders could result, and in any case such securities may
have rights, preferences and privileges that are senior to existing shares. If
we cannot obtain adequate capital on favorable terms or at all, our business,
operating results and financial condition could be adversely affected.
10
Estimates of future cash flows may prove to be inaccurate, resulting in a
reduction of our working capital.
Estimates of future net cash flows from oil and gas interests we may wish
to develop, prepared by independent consultants, will be based upon estimates by
independent engineers of oil and natural gas reserves and the percentage of
those reserves which can be recovered and produced with current technology.
These estimates will include assumptions as to the prices received for the sale
of oil and natural gas. Any one or all of those estimates may be inaccurate,
which could materially affect resulting future net cash flows and working
capital.
We depend on our executive officers for critical management decisions and
industry contacts but have no key person insurance with these individuals.
We are dependent upon the continued services of our executive officers, in
particular, our President, Mr.E. Geoffrey Albers. While we do have an employment
contract with Mr.E. Geoffrey Albers, we do not carry key person insurance on his
life. The loss of the services of any of our executive officers, through
incapacity or otherwise, could have a material adverse effect on our business
and would require us to seek and retain other qualified personnel.
Exploring for and producing oil and natural gas are high risk activities with
many uncertainties that could adversely affect our business, financial condition
or results of operations.
Oil and natural gas exploration activities are subject to numerous risks
beyond our control, including the risk that drilling will not result in
commercially viable oil or natural gas reserves. Our decisions to explore,
assess, appraise or develop or otherwise exploit prospects or properties will
depend in part on the evaluation of data obtained through geophysical and
geological analyses, seismic and other data and engineering studies, the results
of which are often inconclusive or subject to varying interpretations.
Assessment of prospectivity and reserve estimates depend on many assumptions
that may turn out to be inaccurate. Our cost of drilling, completing and
operating wells will be uncertain until drilling concludes. Overruns in budgeted
expenditures are common risks that can make a particular project uneconomical.
Further, many factors may curtail, delay or cancel drilling, including the
following:
o delays imposed by or resulting from compliance with regulatory
requirements;
o pressure or irregularities in geological formations;
o equipment failures or accidents;
o adverse weather conditions;
o reductions in oil and natural gas prices;
o title problems; and
o limitations in the market for oil and natural gas.
11
We may incur substantial losses and be subject to substantial liability claims
as a result of oil and natural gas exploration activities.
We are not insured against risks. Losses and liabilities arising from
uninsured and underinsured events could materially and adversely affect our
business, financial condition or results of operations. Our oil and natural gas
exploration activities are subject to all of the operating risks associated with
exploring for oil and natural gas, including the possibility of:
o environmental hazards, such as uncontrollable spills or flows of oil,
natural gas, brine, well fluids, toxic gas or other pollution into the
environment, including groundwater and shoreline contamination;
o abnormally pressured formations;
o mechanical difficulties, such as stuck oilfield drilling and service
tools and casing collapse;
o fires and explosions;
o personal injuries and death; and
o natural disasters.
Any of these risks could adversely affect our ability to operate or result
in substantial losses to our company. We may elect not to obtain insurance if we
believe that the cost of available insurance is excessive relative to the risks
presented. In addition, pollution and environmental risks generally are not
fully insurable. If a significant accident or other event occurs and is not
fully covered by insurance, then it could adversely affect us.
Market conditions or operational impediments may hinder our access to oil and
natural gas markets or delay any production.
Market conditions or the unavailability of satisfactory oil and natural gas
transportation arrangements may hinder our access to oil and natural gas markets
or delay any production. The availability of a ready market for any future oil
and natural gas production will depend on a number of factors, including the
demand for and supply of oil and natural gas and the proximity of reserves to
pipelines and terminal facilities. Our ability to market production (when and if
we have production) will depend in substantial part on the availability and
capacity of gathering systems, pipelines and processing facilities owned and
operated by third parties. Our failure to obtain such services on acceptable
terms could materially harm our business. We may be required to shut-in wells
for a lack of a market or because of inadequacy or unavailability of natural gas
pipeline or gathering system capacity. If that were to occur, then we would be
unable to realize revenue from those wells until production arrangements were
made to deliver our production to market.
We are subject to complex laws that can affect the cost, manner or feasibility
of doing business.
Exploration, production and sale of oil and natural gas are subject to
extensive Australian laws and regulations, including the Offshore Petroleum and
Greenhouse Gas Storage Act 2006 (Commonwealth of Australia) and all regulations,
directions and guidelines made thereunder. We may be required to make large
expenditures to comply with our permit obligations and governmental regulations.
Matters subject to such obligations and regulation include:
o permit work program requirements;
o environmental approvals;
o seismic work program approvals
o permits for drilling operations;
o drilling bonds;
o development and production approvals;
o unitization and pooling of properties; and
o taxation.
13
Under these laws, we could be liable for personal injuries, property damage
and other damages. Failure to comply with these laws may also result in the
suspension or termination of our operations and subject us to administrative,
civil and criminal penalties. Moreover, these laws could change in ways that
substantially increase our costs of doing business. Any such liabilities,
penalties, suspensions, terminations or regulatory changes could materially and
adversely affect our financial condition and results of operations.
Our operations may incur substantial liabilities to comply with applicable
environmental laws and regulations.
Our oil and natural gas operations are subject to stringent Australian laws
and regulations relating to the release or disposal of materials into the
environment or otherwise relating to environmental protection, both of the
environment and of the living things within that environment. These laws and
regulations, which include the Environment Protection and Biodiversity
Conservation Act 1999, require the acquisition of approvals before seismic
acquisition or drilling commences, restrict the types, quantities, and
concentration of substances that can be released into the environment in
connection with drilling and production activities, limit or prohibit seismic or
drilling activities in protected areas, and impose substantial liabilities for
pollution resulting from our operations. Failure to comply with these laws and
regulations may result in the assessment of administrative, civil, and criminal
penalties, incurrence of investigatory or remedial obligations, or the
imposition of injunctive relief. Changes in environmental laws and regulations
occur frequently, and any changes that result in more stringent or costly waste
handling, storage, transport, disposal or cleanup requirements could require us
to make significant expenditures to maintain compliance, and may otherwise have
a material adverse effect on our results of operations, competitive position, or
financial condition as well. Under these environmental laws and regulations, we
could be held strictly liable for the removal or remediation of previously
released materials or property contamination regardless of whether we were
responsible for the release of such materials or if our operations were standard
in the industry at the time they were performed.
Competition in the oil and natural gas industry is intense, which may adversely
affect our ability to compete.
We operate in a highly competitive environment for the acquisition and
exploration of properties, marketing of oil and natural gas and securing
qualified and experienced personnel. Many of our competitors possess and employ
financial, technical and personnel resources substantially greater than ours,
which can be particularly important in the areas in which we operate. Those
companies often are able to pay more for oil and natural gas properties and
prospects and to evaluate, bid for and purchase a greater number of properties
and prospects than our financial or personnel resources permit. Our ability to
acquire additional prospects and to find and develop reserves in the future will
depend on our ability to evaluate and select suitable properties, to fund
exploration and to consummate transactions in a highly competitive environment.
There is substantial competition for capital available for investment in the oil
and natural gas industry. We may not be able to compete successfully in the
future in acquiring prospective resources, carrying out seismic and drilling
activities, developing reserves, marketing hydrocarbons, attracting and
retaining personnel and raising capital.
14
We may depend on industry partners and could be seriously harmed if they do not
perform satisfactorily, which is usually not within our control.
Because we have few employees, limited resources and revenues, we will
continue to be largely dependent on industry partners, including farmin
participants and joint venturers, for the success of our oil and gas exploration
projects. We could be seriously harmed if our industry partners do not perform
satisfactorily on projects that affect us. It is likely that we will have no
control over factors that would influence the performance of our partners.
We are controlled by a small number of principal stockholders who may exercise a
proportionately larger influence on the company than its stockholders with
smaller holdings.
We are controlled by a small number of principal stockholders who may cause
events to occur that are not in the interests of the Company's stockholders with
smaller holdings. Our President, Mr.E.Geoffrey Albers, and entities controlled
by him, own approximately 70% of the outstanding common stock (see Item 12).
Accordingly, Mr. Albers has effective control over the election of the Company's
directors and significant influence over our management, operations and affairs,
including the ability to prevent or cause a change in control of the Company.
Anti-takeover provisions of the certificate of incorporation, bylaws and
Delaware law could adversely impact a potential acquisition by third parties
that may ultimately be in the financial interests of the company's stockholders.
Our certificate of incorporation, bylaws and the Delaware General
Corporation Law contain provisions that may discourage unsolicited takeover
proposals. These provisions could have the effect of inhibiting fluctuations in
the market price of the Company's shares that could result from actual or
potential takeover attempts, preventing changes in its management or limiting
the price that investors may be willing to pay for shares of common stock. These
provisions, among other things, authorize the board of directors to designate
the terms of and to issue new series of preferred stock, to limit the personal
liability of directors, and to require the Company to indemnify directors and
officers to the fullest extent permitted by applicable law and to impose
restrictions on business combinations with some interested parties.
The market price of our common stock is highly volatile.
The market price of our common stock has been and is expected to continue
to be highly volatile. Prices for our common stock will be influenced by many
factors and may fluctuate widely as a result of factors beyond our control.
General factors which will bear on the price of our common stock include the
depth and liquidity of the market for the common stock, investor perception of
us and our financial and technical ability and general economic and market
conditions.
15
Our common stock is traded over the counter, which may deprive shareholders of
the full value of their shares.
Our common stock is quoted via the Over The Counter Bulletin Board
(OTC-BB). As such, our common stock may have fewer market makers, lower trading
volumes and larger spreads between bid and asked prices than securities listed
on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market,
Inc. These factors may result in higher price volatility and less market
liquidity for the Common Stock.
A low market price may severely limit the potential market for our common stock.
Our common stock is currently trading at a price substantially below $5.00
per share, subjecting trading in the stock to certain SEC rules requiring
additional disclosures by broker-dealers. These rules generally apply to any
non-NASDAQ equity security that has a market price of less than $5.00 per share,
subject to certain exceptions (a "penny stock"). Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and institutional or wealthy investors.
For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to the sale. The broker-dealer also
must disclose the commissions payable to the broker-dealer, current bid and
offer quotations for the penny stock and, if the broker-dealer is the sole
market maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Such information must be provided to the
customer orally or in writing before or with the written confirmation of trade
sent to the customer. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. The additional burdens imposed upon
broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We share the use of premises in Australia at Level 21, 500 Collins Street,
Melbourne, Victoria, Australia from which our Australian subsidiaries carry on
business. The Australian office space is taken on a non-exclusive basis, with no
rent payable, but the usage of the premises is included in the charges that
Setright Oil & Gas Pty Ltd., (an affiliate of the Company by virtue of common
management, ownership and control) makes in respect to the administration of the
Company.
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 Sub-basin Interests, Territory of Ashmore and Cartier Islands, Australia
(AC/P33, AC/P35 and AC/P39)
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. The permits are within the
Territory of Ashmore and Cartier Islands, an Australian offshore territory.
16
The Territory of the Ashmore and Cartier Islands ("the Territory") was
ceded from Britain and accepted by the Commonwealth of Australia
("Commonwealth") in 1933. The responsibility for the administration of the
Territory was transferred from the Northern Territory of Australia ("Northern
Territory") to the Commonwealth when a level of self-government was instituted
in the Northern Territory in 1978.
Petroleum extraction activities in the area within the Territory are
administered on behalf of the Commonwealth by the Northern Territory Department
of Mines and Energy through the Designated Authority protocol operating pursuant
to the Offshore Petroleum and Greenhouse Storage Act 2006 (Commonwealth).
Commonwealth laws, laws of the Northern Territory and Ordinances made by
the Governor-General make up the body of law generally applicable in the
Territory.
The Territory comprises West, Middle and East Islands of Ashmore Reef,
Cartier Island and the territorial sea generated by those islands. The islands
are uninhabited, small, low and composed of coral and sand, with some grass
cover.
The Territory is located on the outer edge of the continental shelf in the
Indian Ocean approximately 320 km off Australia's north-west coast and 144
kilometres south of the Indonesian Island of Roti. The Jabiru and Challis oil
fields are located within the Territory, as are numerous other oil and gas
accumulations and occurrences.
We acquired our initial 20% interest in the Vulcan Sub-basin permits as a
result of the acquisition of Alpha Oil & Natural Gas Pty Ltd ("Alpha") in 2006.
On May 15, 2006 Alpha agreed to farmout 5% of its 20% interest in each of
the Vulcan Sub-basin Permits to National Gas Australia Pty Ltd ("NGA") (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 cost of reprocessing of approximately 2,800 km(2) of the existing
Onnia 3D Seismic Survey data, relevant to all of AC/P33, AC/P35 and AC/P39. The
cost of the Company's share of the Oliver survey and the Onnia reprocessing has
thus been met entirely by NGA.
We have subsequently farmed out half of our interest in AC/P33 to Stuart
Petroleum Limited ("Stuart") (see Oliver Joint Venture below), leaving Alpha
with a 7.5% interest.
Our wholly owned subsidiary, Alpha, has established a wholly owned
subsidiary named Vulcan Australia Pty Ltd ("Vulcan") and has transferred its
interests in each of its Timor Sea permits, AC/P33, AC/P35 and AC/P39 to Vulcan.
Another participant in the Vulcan Permits, Natural Gas Australia Pty Ltd, has
transferred its interests to its wholly owned subsidiary Petrocorp Australia Pty
Ltd.
17
In addition, the joint venture operating agreement, which previously
governed joint venture operations in all three of the permits, has been replaced
by new separate joint venture agreements for each permit. The new joint ventures
are known as Oliver Joint Venture (AC/P33), Vulcan Joint Venture (AC/P35) and
Nome Joint Venture (AC/P39).
Oliver Joint Venture (AC/P33)
Our wholly owned subsidiary, Vulcan, following farmout of drilling and
development commitments to Stuart, (see below) now holds a 7.5% interest in the
Oliver Joint Venture permit, AC/P33, in joint venture with Stuart (50%) now the
designated operator, and our joint venture affiliates; Petrocorp Australia Pty
Ltd ("Petrocorp") (12.5%), Natural Gas Corporation Pty Ltd (NGC) (15%) and
Auralandia N.L. (Auralandia) (15%).
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, totalling 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 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. 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, has
been concluded. The joint venture has elected to enter the second three years of
the initial permit and the farminee, Stuart, plans to drill one exploration well
prior to the end of 2009, and to perform further interpretational work at its
cost. Active geological and geophysical evaluation of the permit continues.
Stuart's earn-in obligations will be satisfied by sole funding the drilling
of an appraisal well on the Oliver feature, completion of engineering studies up
to Final Investment Decision for development of an oilfield and sole funding the
first $25 million of development expenditure. The first phase of development of
the Oliver field - drilling the appraisal well, Oliver 2, and completing
engineering studies - is expected cost $60 million and to be complete late in
2010.
The Oliver field, containing a column of oil, gas and condensate, was
discovered by a BHP Petroleum operated consortium in 1988. The Oliver 1 well was
drilled in 305 metres of water to a depth of 3,500 metres. The well encountered
the column in the Plover Formation between 2,927 metres and 3,097 metres.
Stuart's interpretation of the recently acquired Oliver 3D seismic data
over the Oliver field resulted in Stuart's estimated potential recoverable
liquids in the range of 9.9 million barrels to 33 million barrels of oil and
condensate with a mean joint venture volume of 19.3 million barrels. According
to Stuart, these estimates have been independently reviewed and confirmed. They
are not independently verified reserves, but are estimates only provided to the
joint venture participants for preliminary planning and feasibility purposes.
18
Studies to identify economic development alternatives and to determine
viability have been commenced by Stuart and are expected to be followed by the
Oliver 2 appraisal well to confirm the size of the field. The semi-submersible
drilling rig, Songa Venus, has been contracted by Stuart to drill this well at
Stuart's cost in mid-2009. In the event of a successful outcome, further
economic viability and development studies will then determine whether and how
to best develop the field.
Equity participants in permit AC/P33 presently are:
%
Stuart Petroleum Limited (Operator) 50.0
Natural Gas Corporation Pty Ltd 15.0
Auralandia NL 15.0
Petrocorp Australia Pty Ltd 12.5
Vulcan Australia Pty Ltd (AOGC subsidiary) 7.5
The Company is considering how it might meet future funding requirements of
its subsidiary Vulcan, with respect to funding of any Oliver development.
Discussions amongst the non-Stuart joint venture participants has focused on the
concept of each of the participants, other than the operator Stuart and other
than Auralandia, selling their interest in each of the Vulcan Sub-basin permits
to Auralandia or another jointly sponsored company in return for an appropriate
pro rate issue of shares. Auralandia has signified that it is open to proposals
which would see it as the corporate vehicle for unifying 50% of the interests in
this manner. The Company is investigating this concept and plans to participate,
pending further investigations and finalization in an appropriate commercial
arrangement. Capital would thus be required by the entity for further appraisal
and development drilling and development of Oliver, but would relieve the
Company of any direct cost commitment to any of the Vulcan Sub-basin permits
(AC/P33, AC/P35 and AC/P39).
Vulcan Joint Venture (AC/P35)
AC/P35 (granted October 18, 2005) is located immediately to the north of
AC/P33. It comprises 46 graticular blocks, totalling 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 have
obtained a range of pertinent existing reports and open file seismic data. We
have applied for a variation and suspension and extension of the permit for a
period of twelve months. In the third permit year, we presently plan to shoot up
to 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, if
warranted, drill one exploration well and perform further interpretational work.
Geological evaluation of the permit is continuing. 1,750 km(2) of the previously
acquired proprietary 3D seismic over AC/P35 known as the Onnia 3D Seismic Survey
has been reprocessed. We are assessing the need for and possible locations of a
further 3D seismic survey.
The participants in the Vulcan Joint Venture are:
%
Auralandia NL (Operator) 30.0
Natural Gas Corporation Pty Ltd 30.0
Petrocorp Australia Pty Ltd 25.0
Vulcan Australia Pty Ltd 15.0
19
Nome Joint Venture (AC/P39)
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 have obtained a range of existing reports and open
file seismic data. We 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 now been completed, but was delayed because of
the manpower constraints of the contractor, PGS. In the third permit year,
subject to maturing the current leads to drillable prospects, we presently plan
to drill one exploration well. Geological evaluation of the permit is
continuing, including the assessment of risk as to whether any leads are of
sufficient quality to warrant the risk and cost of drilling.
The participants in the Nome Joint Venture are:
%
Auralandia NL (Operator) 30.0
Natural Gas Corporation Pty Ltd 30.0
Petrocorp Australia Pty Ltd 25.0
Vulcan Australia Pty Ltd 15.0
BROWSE BASIN INTERESTS, OFFSHORE FROM WESTERN AUSTRALIA
- WA-332-P, WA-333-P and WA-342-P
On April 12, 2006, we completed the acquisition of Alpha Oil & Natural Gas
Pty Ltd ("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, 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 this wholly owned subsidiary, following completion of the Alpha
purchase.
The now remaining three permits of the Browse Joint Venture, WA-332-P,
WA-333-P and WA-342-P are contiguous and are located offshore in the eastern
Browse Basin. They cover a total area of 9,460 km(2) (2,336,620 acres).
20
The Browse Basin region is a major proven 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
Torosa/Brecknock/Calliance 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 has
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 Braveheart 2D seismic
survey. The Browse Joint Venture previously acquired 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 presently is planning for the drilling of
Braveheart 1 in WA-333-P. 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 (in
WA-342-P) and the Braveheart project, which straddles both WA-332-P and
WA-333-P.
Browse Joint Venture
The Browse Joint Venture, which comprises WA-332-P and WA-333-P, 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 infill 2D seismic survey over potential
leads in WA-332-P and to secure a drilling vessel. If granted, Year 5 of
WA-332-P will end September 30, 2009.
On March 19, 2008, the Browse Joint Venture also 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 in early 2010. If granted, Year-5 of WA-333-P will end on March 31,
2010. Further extensions may be necessary.
Our wholly owned subsidiary, Alpha, together with its joint venturers,
entered into a farmout agreement with respect to WA-332-P, WA-333-P and WA-342-P
("Permits") with Gascorp Australia Pty Ltd ("Gascorp") whereby Gascorp has
agreed to earn a 15% interest in each of the Permits in return for the
obligation of Gascorp to expend $1,120,000 in acquiring approximately 490 line
kilometres of new 2D seismic data in the Permits and in acquiring a drill site
survey in order to determine a specific location to test the Braveheart
prospect. The surveys provided coverage of leads within WA-332-P as well as
assisting in the determination of the location of the Braveheart 1 well. As a
result of this farmout, Alpha's interest in each of the three permits has
reduced from 20% to 17%.
In addition to this farmout, the participants in each of the WA-332-P and
WA-333-P Permits have elected to form new 100% owned subsidiary companies and
have agreed to transfer their respective interests to such wholly owned
subsidiaries. Alpha has incorporated Braveheart Oil & Gas Pty Ltd as a wholly
owned subsidiary to which it has assigned its residual 17% interest in each of
these Permits. These transactions have been submitted to the Designated
Authority (Commonwealth of Australia) for approval.
21
Participants in the Browse Joint Venture presently are:
Braveheart Resources Pty Ltd (subsidiary of Exoil Limited) (Operator) 29.75%
Braveheart Petroleum Pty Ltd (subsidiary of Batavia Oil & Gas Pty Ltd) 29.75%
Browse Petroleum Pty Ltd (subsidiary of Gascorp Australia Pty Ltd) 15.00%
Braveheart Oil & Gas Pty Ltd (subsidiary of Alpha) 17.00%
Braveheart Energy Pty Ltd (subsidiary of Goldsborough Limited) 8.50%
The participants in the Browse Joint Venture have contracted to engage the
services of Australian Drilling Associates Pty Ltd to provide project management
services to support the conduct of drilling operations and to gain access to one
drilling slot in a group sponsored multi-well program utilising the
semi-submersible drilling rig, the Songa Venus. The drilling slot is to be used
for the drilling of the Braveheart 1 well.
While each of the two permits of the Browse Joint Venture have been offered
for farmout, alternatively, 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 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 concept 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
Browse permits
Cornea Joint Venture
The Cornea Joint Venture comprises the interests held in WA-342-P, which is
adjacent to WA-332-P and WA-333-P.
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, 2009.
The joint venture continues to carry out extensive studies as to
prospectivity of the known Cornea gas/oil accumulation.
Participants in the Cornea Joint Venture are:
Hawkestone Oil Pty Ltd ((subsidiary of Exoil Limited) (Operator) 29.75%
Batavia Oil & Gas Pty Ltd 29.75%
Browse Petroleum Pty Ltd(subsidiary of Gascorp Australia Pty Ltd) 15.00%
Alpha Oil & Natural Gas Pty Ltd 17.00%
Goldsborough Energy Pty Ltd 8.50%
22
BONAPARTE BASIN INTERESTS, OFFSHORE FROM THE NORTHERN TERRITORY -
NT/P62, NT/P63, NT/P64, NT/P65, NT/P71 and NT/P72
National Gas Consortium
On April 12, 2006, we completed the acquisition of 100% of Nations Natural
Gas Pty Ltd (Nations). The acquisition of Nations was entered into on September
10, 2004 and made in order to acquire a 30% 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, gas/condensate and 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-1 well, in permit NT/P68 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 range of gas to liquids
processes and technologies.
On August 8, 2006, 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/P72, all within jurisdiction of Australia.
Nations on June 15, 2006, agreed to farmout 6% of its 30% interest in each
of the Timor Sea Permits to NGA (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.
Nations on June 16, 2008, agreed to a further farmout of a further 3% of
its 24% interest in each of the Timor Sea Permits to NGA (leaving Nations with a
net 21% interest) in return for further expenditure of AUD$1.6 million by NGA on
Joint Venture exploration costs. The cost of the Company's share of the Sunshine
and Kurrajong surveys has been met entirely by NGA.
23
The participants in the National Gas Consortium are:
%
National Oil & Gas Pty Ltd (Operator) 24.5
Australian Natural Gas Pty Ltd 24.5
National Gas Australia Pty Ltd 30.0
Nations Natural Gas Pty Ltd 21.0
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 parts of or the whole of the
acreage. In the meantime, the National Gas Consortium Joint Venture participants
are considering methods of meeting 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 or
acquisition of a special purpose company to acquire the National Gas Consortium
Joint Venture permits interests 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.
NT/P70 Joint Venture - Eastern Bonaparte Basin
On October 10, 2005, the Australian Government granted petroleum
exploration permit NT/P70, for a 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 cost of a new 800
line km Crocodile 2D seismic survey, subsequently acquired in the NT/P70 permit.
Subsequently AOGC has agreed to transfer it's 80% interest to it's wholly owned
subsidiary Alpha Oil & Natural Gas Pty Ltd.
The equity participants in the NT/P70 Joint Venture are:
%
Alpha Oil & Natural Gas Pty Ltd (Operator) 80.0
National Gas Australia Pty Ltd 20.0
24
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 newly acquired Crocodile 2D seismic data,
have mapped, interpreted and revised analyses and concepts for the area. We are
presently assessing a 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 considering the acreage
NT/P73 - Stillwater Project
On March 27, 2007, the Australian Government granted to our subsidiary,
Alpha, a petroleum exploration permit, NT/P73, for an initial 6-year term. Alpha
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 are
contemplating the acquisition of up to 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. We have recently reached agreement with ConocoPhillips to acquire
approximately 200 kms(2) of existing 3D data in the NW corner of NT/P73, most of
which covers the highly interesting Stillwater feature, which sits en enchelon
alongside the Caldita feature which is located in the adjacent permit held by
ConocoPhillips and Santos.
The NT/P73 permit has been offered for farmout, with a number of
international companies considering the acreage.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the period
covered by this report.
25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASERS OF EQUITY SECURITIES
Market Information
Our common stock is not traded on an exchange but is quoted on the OTC
Bulletin Board under the trading symbol "AOGC.OB". The prices set forth below
reflect the quarterly high and low bid prices for shares of common stock for the
past two years. These quotations reflect inter-dealer prices, without retail
markup, markdown or commission, and may not represent actual transactions.
Period High Sale or Bid Low Sale or Bid
--------------------------------------------------------------------
1st Quarter 2007 $0.13 $0.10
2nd Quarter 2007 $0.12 $0.10
3rd Quarter 2007 $0.12 $0.10
4th Quarter 2007 $0.13 $0.06
1st Quarter 2008 $0.08 $0.04
2nd Quarter 2008 $0.06 $0.04
3rd Quarter 2008 $0.11 $0.05
4th Quarter 2008 $0.13 $0.02
As at December 31, 2008, there were 4 market makers in our common stock.
As at December 31, 2008, there were approximately 216 holders of record of
our common stock.
The Company has not paid any cash dividends on its common stock and does
not anticipate paying cash dividends in the foreseeable future. We intend to
retain any earnings to finance the growth of the business. There can be no
assurance that we will ever pay cash dividends.
Recent Sales of Unregistered Securities
---------------------------------------
During the past three years, without registering the securities under the
Securities Act of 1933, the Company has issued following securities:
On December 22, 2005, 2,500,000 shares of common stock were issued to Mr EG
Albers under the terms of his employment contract pursuant to Section 4(2) of
the Securities Act, filed as an exhibit to the 2006 Form 10-KSB.
On April 12, 2006, 2,000,002 shares of Common Stock were issued to acquire
all the remaining shares of Alpha Oil & Natural Gas Pty Ltd pursuant to
Regulation S under the Securities Act, as described below. The recipients of
such shares were:
26
Sellers of Alpha and Allocation of Consideration
SELLER NO. OF SHARES NO. OF SHARES $
IN ALPHA IN AOGC
------------------------------- ------------- ------------- --------
Natural Gas Corporation Pty Ltd 100,000 250,000 12,500
Batavia Oil & Gas Pty Ltd 100,000 250,000 12,500
National Oil & Gas Pty Ltd 500,000 1,250,002 62,500
Australis Finance Pty Ltd 100,000 250,000 12,500
------- ------- ------
TOTAL 800,000 2,000,002 100,000
======= ========= =======
On April 12, 2006, 2,100,001 shares of common stock were issued to acquire
all the remaining shares of Nations Natural Gas Pty Ltd pursuant to Regulation S
under the Securities Act, as described below. The recipients of such shares
were:
Sellers of Nations and Allocation of Consideration
SELLER NO. OF SHARES NO. OF SHARES $
IN ALPHA IN AOGC
------------------------------- ------------- ------------- --------
Ernest Geoffrey Albers 300,001 315,001 7,500
Sacrosanct Pty Ltd 300,000 315,000 7,500
Natural Gas Corporation Pty Ltd 100,000 100,000 2,500
Batavia Oil & Gas Pty Ltd 100,000 100,000 2,500
National Oil & Gas Pty Ltd 1,100,000 1,150,000 27,500
Australis Finance Pty Ltd 100,000 120,000 2,500
--------- --------- ------
TOTAL 2,000,001 2,100,001 50,000
========= ========= ======
On April 12, 2006, the Company completed the acquisitions of each of
Nations Natural Gas Pty Ltd (Nations) and Alpha Oil & Natural Gas Pty Ltd
(Alpha), both companies incorporated in Australia. A director of AOGC, Mr E
Geoffrey Albers, is a director and or shareholder of each of the sellers of
shares in Nations and Alpha. The acquisitions were entered into on September 10,
2004 and July 1, 2004, respectively.
Mr. E. Geoffrey Albers is a director and or shareholder of each of the
sellers 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% in AOGC after the completion of the acquisitions.
The purchase of Nations was made in order to acquire a 30% 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 a 20% interest in the
Browse Joint Venture, 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. Prior to the agreement being finalized, Alpha
(with the approval of AOGC) sold its 20% interest in WA-341-P to a third party
for an amount substantially in excess of book value. The settlement funds have
been received by Alpha and were incorporated in settlement funds available to
AOGC through its wholly owned subsidiary, Alpha.
27
All Alpha and Nations acquirers of the above unregistered securities
confirmed to AOGC by representation and warranty that they understood that the
Shares to be issued to them had not been, and would not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any
U.S. state securities laws, and that they were being issued pursuant to a "safe
harbor" exemption from registration contained in Regulation S promulgated under
the Securities Act based, in part, upon the representations and warranties of
each recipient.
Each recipient also represented and warranted that it had such knowledge
and experience in financial and business matters that it was capable of
evaluating the merits and risks of an investment in the Purchaser, and was an
"Accredited Investor" as defined in Regulation D promulgated under the
Securities Act and each recipient represented and warranted that it was not a
"U.S. Person" (as that term is defined in Rule 902 of Regulation S under the
Securities Act); and was not acquiring the Shares for the account or benefit of
any U.S. Person and has not pre-arranged any resale of any of the Shares with
any buyer located in the United States or otherwise with a U.S. Person; and had
not offered the Shares in the United States, and at all material times the
recipients were located outside the United States.
Furthermore, the stock certificate delivered by the Company to each
recipient was imprinted with a legend in the following form:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and have been
issued pursuant to an exemption from registration under Regulation S promulgated
under the Securities Act. Such shares are "restricted securities" as defined in
Rule 144 promulgated under the Securities Act and may not be offered for sale,
sold, delivered after sale, transferred, pledged, or hypothecated except: (i) in
accordance with the provisions of Regulation S under the Securities Act; (ii)
pursuant to registration under the securities Act; or (iii) pursuant to an
opinion of counsel reasonable satisfactory to Australian Oil & Gas Corporation
that such shares may be transferred without registration under the Securities
Act. Hedging transactions involving the shares represented by this certificate
may not be conducted unless in compliance with the Securities Act."
The recipients agreed, inter alia, that AOGC may refuse to register any
transfer of the shares that is not made in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act, or pursuant to
an available exemption from registration under the Securities Act.
It was said that each recipient may make, or cause to be made, any resales
of the Shares pursuant to one of the following methods:
(i) "offshore transactions" (as such term is defined in Regulation S)
pursuant to the resale safe harbor of Rule 904 of Regulation S adopted
under the Securities Act;
(ii) Rule 144 promulgated under the Securities Act; or
28
(iii) any other available exemption under the Securities Act; provided
that the Company shall first furnish the recipient with a written opinion
reasonably satisfactory to the Company in form and substance from counsel
reasonably satisfactory to the Company by reason of experience to the
effect that the recipient may transfer such shares as desired without
registration under the Securities Act (each such resale described
(i)-(iv), a "Permitted Resale" and collectively, the "Permitted
Resales"). Any such Permitted Resales shall be made in offshore
transactions or in transactions in the United States on the Over-the
Counter Bulletin Board (OTC-BB) or otherwise."
On January 31, 2007, 2,000,000 shares of common stock were issued to Mr EG
Albers under the terms of his employment contract pursuant to Section 4(2) of
the Securities Act, filed as an exhibit to the 2006 Form 10-KSB.
On January 18, 2008, 1,500,000 shares of common stock were issued to Mr EG
Albers under the terms of his employment contract pursuant to Section 4(2) of
the Securities Act, filed as an exhibit to the 2006 Form 10-KSB.
On June 24, 2008, 3,650,000 shares of common stock were issued to Great
Missenden Holdings Pty Ltd resulting from conversion of Unsecured Notes held by
that company.
On March 26, 2009, 2,400,000 shares of common stock were issued to Mr EG
Albers under the terms of his employment contract pursuant to Section 4(2) of
the Securities Act, filed as an exhibit to this 2008 Form 10-K.
Share Repurchase Program
------------------------
The Company does not maintain any stock repurchase program involving
purchases of the Company's common stock by or on behalf of the Company that
would require disclosure under Item 703 of the Regulation S-B.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth below is only a summary, is not necessarily
indicative of results of future operations and should be read in conjunction
with Item 7 "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Consolidated Financial Statements and Notes to
Consolidated Financial Statements.
We derived our historical information from our audited financial statements
as of December 31, 2004, 2005, 2006, 2007 and 2008 for the years ended December
31, 2004, 2005, 2006, 2007 and 2008. The historical results included below and
elsewhere in this document are not indicative of our future performance.
Years Ended December 31,
2004 2005 2006 2007 2008
----- ----- ----- ----- -----
Operating revenues -- -- -- -- --
Interest expense -- 21 34 29 17
Net income (loss) (100) (606) 592 (815) (389)
Net income (loss) per share(1) * (0.01) 0.02 (0.02) (0.01)
Total assets 2 92 737 484 9
Long-term debt -- 250 276 305 --
Redeemable Preferred Stock -- -- -- -- --
Cash dividends -- -- -- -- --
* less than $0.01 per share
29
(1) Basic and fully diluted loss per share is based on the weighted average
number of shares of our common stock outstanding during each year: 27,300,550 in
2004 and 27,369,021 in 2005 and 33,212,561 in 2006 and 36,467,152 in 2007 and
40,052,317 in 2008). NOTE: Basic and diluted earnings per share are the same in
loss years.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
General
Australian Oil & Gas Corporation is an independent energy company focused
on exploration and development of oil and natural gas reserves. Our core
business is directed at the acquisition of interests in oil and gas prospects in
the off-shore areas in Australia's territorial waters. Since August 2003, when
current management began operating the company, we have not conducted any
substantive revenue generating business operations. Management has identified
opportunities in oil and gas exploration in Australia, has acquired permits
authorizing the exploration for petroleum, has carried out geological and
geophysical programs, including the acquisition of seismic data. It has not yet
made any decision as to the company's future operations other than as disclosed
elsewhere herein.
We rely on the considerable experience in the oil and gas industry of our
President, Mr. E. G. Albers, and our consultants to identify and conduct initial
geological analyses of properties in which we acquire an interest. We have
devoted essentially all of our resources to the identification and acquisition
of large - tract oil and gas properties and seek to keep our overhead at a
minimum level through the retention of carefully selected consultants,
contractors and service companies. We use proven modern technologies to evaluate
properties and prospects. Generally, we expect to invest in projects at
different percentage levels of participation, with our intention being to spread
risk and to reduce the Company's financial commitments through either farmout or
sale.
To date, together with certain other affiliated joint venturers, the
Australian authorities have awarded us interests in 14 Petroleum Exploration
Permits.
Liquidity and Capital Resources
The following table reflects our working capital position at December 31,
2007 and 2008:
2007 2008
---- ----
Current assets $484 $9
Current liabilities $577 $392
Working capital $(93) $(383)
Current ratio 0.84 0.02
30
To date, in order to fund on-going administration and the cost of
acquisition of interests, the Company has largely relied on infusions of cash
through the advances of Great Missenden Holdings Pty Ltd, an affiliated company
associated with our President, Mr.E.Geoffrey Albers. To date, we have also
relied upon farmins from National Gas Australia Pty Ltd and Gascorp Australia
Pty Ltd (both affiliated companies associated with Mr Albers) by way of farmout
to fund a significant proportion of our preliminary seismic and associated
obligations. When we require further funds, it is our 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, the interest of industry
in co-participation in our programs, stock market and oil and gas market
conditions. When additional funds for exploration are required, our strategy to
meet our obligations by either partial sale of our interests or farm out, the
latter course of action being a vital part of managements overall strategy. We
would also look to further issues of stock or the promotion of new companies
formed for the purpose of funding exploration within our permit interests.
Should funds be required for appraisal or development purposes we would, in
addition, look to project loan finance.
Our cash requirements for the next 12 months to support the operations are
currently assessed to be approximately $420,000. This figure includes office
administration of $75,000, and payments of approximately $345,000 for
exploration with respect to the Permits of the Vulcan Joint Venture, the Permits
of the Browse Joint Venture and of the National Gas Consortium and NT/P70 and
NT/P73. The Company has sufficient liquid capital to support its operations
during the next twelve months.
In addition, if the Company is to maintain its portfolio of tenement
interests then it will have to make future binding commitments to carry out
specified work programs in order to meet permit terms. We may also elect to
carry out exploration over and above our minimum permit commitments or enter
into new projects with expenditure obligations.
Expenditure commitments include obligations arising from the minimum work
obligations for the initial 3 year period of exploration permits and thereafter
commitments made annually. Minimum work obligations, may, subject to negotiation
and approval, be varied or suspended or extended. They may also be satisfied by
farmout, sale, relinquishment or surrender of a permit.
However, if the Company requires further funds, the Company can seek the
farmout or sale of permit interests, or further advances from Great Missenden
Holdings Pty Ltd ("GMH") or the sponsorship of new companies for this purpose,
or through the sale of additional shares of our common stock.
On February 17, 2009 the Company signed a Line of Credit agreement with
Great Missenden Holdings Pty Ltd, for $250,000.
Contractual Obligations and Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, as defined by Item 303 of Regulation
S-K under the Securities Act.
31
Critical Accounting Policies
Management has identified the accounting policies described below as critical to
our business operations and the understanding of the results of operations. The
impact and any associated risks related to these policies on our business
operations are discussed throughout this section where such policies affect our
reported and expected financial results. The preparation of this Annual Report
requires us to make estimates and assumptions that affect the reported amount of
assets and liabilities, revenues and expenses of the Company during the
reporting period and contingent assets and liabilities as of the date of our
financial statements. There can be no assurance that the actual results will not
differ from those estimates.
Undeveloped oil and gas properties:
We will utilize the "successful efforts" method of accounting for undeveloped
mineral interests and oil and gas properties. Costs of carrying and retaining
undeveloped properties are to be charged to expense when incurred. Capitalized
costs are to be charged to operations at the time the Company determines that no
economic reserves exist. Proceeds from the sale of undeveloped properties are to
be treated as a recovery of cost. Proceeds in excess of the capitalized cost
realized from the sale of any such properties, if any, are to be recognized as
gain to the extent of the excess.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141(R), "Business Combinations." This statement provides new accounting
guidance and disclosure requirements for business combinations, and is effective
for business combinations which occur starting with the first fiscal year
beginning on or after December 15, 2008.
ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 15 (a) for an index to the Consolidated Financial Statements and
supplementary financial information, which are attached hereto and incorporated
by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A 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 December
31, 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.
32
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.
Management's Report on Internal Control over Financial Reporting
The management of Australian Oil and Gas Corporation ("the Company") is
responsible for (1) the preparation of the accompanying financial statements;
(2) establishing and maintaining internal controls over financial reporting; and
(3) the assessment of the effectiveness of internal control over financial
reporting. The Securities and Exchange Commission defines effective internal
control over financial reporting as a process designed under the supervision of
the company's principal executive officer and principal financial officer, and
implemented in conjunction with management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with generally accepted
accounting principles.
All internal control systems, no matter how well designed, have inherent
limitations and provide only reasonable assurance that the objectives of the
control system are met, Therefore, no evaluation of controls can provide
absolute assurance that all control issues and misstatements due to error or
fraud, if any, within the company have been detected. Additionally, any system
of controls is subject to risk that controls may become inadequate due to
changes in conditions or that compliance with policies or procedures mat
deteriorate. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because
changes in conditions or that compliance with the policies or procedures may
deteriorate.
As of December 31, 2008, management of the Company conducted as assessment
of the effectiveness of the company's internal control over financial reporting
based on criteria established in the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. From this assessment, management has concluded that the company's
internal control over financial reporting was effective as of December 31, 2008.
This Annual Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
/s/ E. Geoffrey Albers
----------------------
E. Geoffrey Albers,
Chief Executive Officer and
Chief Financial Officer
(Principal Executive and Financial Officer)
33
ITEM 9B OTHER INFORMATION.
Not applicable
34
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Set forth below are the names of each of the executive officers of the
Registrant and the position held:
Name Age Position
---- --- --------
Ernest Geoffrey Albers 64 President, Treasurer and
Director
William Ray Hill 58 Director, Vice President
Mark Anthony Muzzin 46 Director, Vice President
Ernest Geoffrey Albers has been our President and Treasurer and a director
since August 2003. Mr. Albers is a company director with over 30 years
experience as a lawyer and administrator in Australian corporate law, petroleum
exploration and resource sector investment. During this period Mr Albers has
sponsored the formation of companies that have made the original Maari (Moki)
oilfield discovery and development in New Zealand, the Yolla Gas/Condensate
discovery in Bass Strait, the Evans Shoal gasfield discovery/ appraisal in the
Timor Sea, the Oyong and Wortel gas/oil discoveries in Indonesia and the SE Gobe
oilfield development in Papua New Guinea. He is a director of Australian
publicly listed companies; Octanex N.L., Cue Energy Resources Ltd, Moby Oil &
Gas Limited and Bass Strait Oil Company Ltd. He is a member of the Petroleum
Exploration Society of Australia and a Fellow of the Institute of Directors in
Australia.
W. Ray Hill has been a director of the Company since August 2003. Mr. Hill
founded Rocky Mountain Minerals, Inc. in 1978 and is currently a director. Mr.
Hill is President and Director of The Zonia Company, an Arizona real estate
development company. Mr. Hill is the founder and President of Geowest
Corporation, which is involved in the development of a solid waste construction
and demolition landfill. In 1988 Mr. Hill founded Citizens Recycle & Collection,
a solid waste hauling and Transfer Company, which was acquired by Waste
Management, Inc. in 1996.
Mark A Muzzin was appointed a director of the Company on November 16, 2005.
Mr Muzzin has had over 20 years of commercial experience and holds a B.A. degree
from Latrobe University, Melbourne, Australia. His career commenced in the mid
eighties for a London stock broking firm and has consulted for two of the major
banks in Australia in the share custodian area. He has been involved in capital
raising activities for resource companies in Australia and is a consultant for
various oil and gas companies. He is President of Rocky Mountain Minerals, Inc,
Strategic Energy Resources Ltd and is a director in a number of Australian
private companies. Mr Muzzin is a member of the Petroleum Exploration Society of
Australia.
35
Board/Committee Matters
-----------------------
The Company does not currently maintain separate standing committees,
including an Audit, Nominating or Compensation Committee, of the Board of
Directors, because of the small size of the Board and of the Company. As a
result, the entire Board of Directors acts as these Committees for the purpose
of overseeing these functions, including the Company's accounting and financial
reporting processes, and the audits of the financial statements by our
independent registered public accounting firm.
Board Attendance
----------------
The Board of Directors met five times during the year ended December 31,
2008. During 2008, each of the directors attended at least 100% of the total
number of meetings of the Board of Directors. It is the Company's policy that,
absent unusual or unforeseen circumstances, all of the directors are expected to
attend annual meetings of stockholders.
Audit Committee Financial Expert
--------------------------------
We do not have an audit committee financial expert serving on our Board of
Directors because no current member of the Board has the requisite experience
and education to qualify as an audit committee financial expert as defined in
Item 401 of Regulation S-B and because we are a start up oil and gas exploration
company with limited revenues to date. However, in the future, the current
members of the Board intend to consider such qualifications in making future
nominations of persons to join our Board of Directors.
Report of the Board, Acting as the Audit Committee
--------------------------------------------------
The Board of Directors, acting as the Audit Committee, has prepared the
following report for inclusion in this Annual Report. The Board has the
responsibility for reviewing the Company's accounting practices, internal
accounting controls and financial results and is responsible for the engagement
of the Company's independent auditors. The Board met five times in 2008 and has
reviewed and discussed the audited financial statements with the Company's
management.
The Board has discussed with the independent auditors the matters required
to be discussed by SAS 114 (Codification of Statements on Auditing Standards, AU
Section 380), as may be modified or supplemented.
The Board has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as may be modified or
supplemented, and has discussed with the independent auditors the independent
auditors' independence.
Based on the review and discussions referred to in the foregoing three
paragraphs, the Board of Directors determined that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2008 for filing with the Securities and Exchange Commission.
E. Geoffrey Albers
Mark A. Muzzin
W. Ray Hill
Dated: March 30, 2009
36
THIS REPORT SHALL NOT BE DEEMED INCORPORATED BY REFERENCE INTO ANY FILING UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE
EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE, AND SHALL NOT
OTHERWISE BE DEEMED TO BE FILED UNDER SUCH ACTS.
Code of Ethics
The Board of Directors on March 28, 2007, adopted a code of ethics for the
Company's principal executive, financial and accounting officers. (See Exhibit
21 to the 2006 10KSB).
The Code has created written standards that require accountability for
adherence to the code and have been designed to deter wrongdoing and to promote
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships. The code
requires full, fair, accurate, timely, and understandable disclosure in reports
and documents that the Company files with, or submits to, the Commission and in
other public communications. The code includes requirements for compliance with
applicable governmental laws, rules and regulations and the prompt internal
reporting of violations of the code to an appropriate person or persons
identified in the code.
The Company will provide to any person without charge, upon request, a copy
of such code of ethics. The Code is available by written request to the Company
at its address Level 21, 500 Collins Street, Melbourne, Victoria, Australia or
by email to admin@ausoil.com.
Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Act of 1934 requires our officers and
directors, and greater than 10% stockholders, to file reports of ownership and
changes in ownership of our securities with the Securities and Exchange
Commission. Copies of the reports are required by SEC regulation to be furnished
to us.
Based solely upon a review of Forms 3 and 4 furnished to the Company, the
Company is not aware of any director, officer, or beneficial owner of more than
ten percent of the Common Stock of the Company, who failed to file, on a timely
basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
Compensation awarded to, earned by, or paid to our sole executive officer
whose compensation exceeded $100,000.
37
Summary Compensation Table for 2008
Name and Principal Position Year Salary Stock Awards Total
($) ($) * ($)
--------------------------- ---- ------ ------------ --------
E.G. Albers 2008 NIL $127,000 $127,000
(CEO)
President and Treasurer
2007 NIL $90,000 $90,000
* This amount is the SFAS 123(R) grant date fair value of the shares issued.
All other tables regarding executive officer compensation have been omitted
as inapplicable.
Our directors are not compensated for their service on the Board.
Compensation Committee Interlocks and Insider Participation
We have no compensation committee or another board committee performing
equivalent functions. Each of the current members of the Board, being Messrs.
Albers, Muzzin and Hill has participated in deliberations of the Board
concerning executive officer compensation.
Compensation Committee Report
Given that no compensation has been paid to our directors and executive
officers in our 2008 fiscal year, our Board of Directors has not reviewed or
discussed the Compensation Discussion and Analysis set forth in Item 402(b) of
Regulation S-K under the Securities Act with management; and has not recommended
that such Compensation Discussion and Analysis be included in our Annual Report
or proxy statement. This disclosure is being made by all members of our Board,
being Messrs. Geoffrey Albers, Mark Muzzin, and William Ray Hill.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2008, certain
information with respect to the beneficial ownership of shares of common stock
by (i) any officer of our company, (ii) each director of our company, (iii) each
person known to us to be the beneficial owner of more than 5 percent of our
outstanding shares of common stock, and (iv) our directors and executive
officers as a group.
Number
Beneficial Owner of Shares (1) Percent of Class (2)
---------------- ------------- --------------------
Ernest Geoffrey Albers (3) 28,711,782 69.94
William Ray Hill 100,000 0.024
Mark Anthony Muzzin 0 0
All executive officers and 28,811,782 70.18%
directors as a group (3 persons)
38
(1) The number of shares and the percentage of the class beneficially owned by
the entities above are determined under rules promulgated by the SEC and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days through the exercise of any stock option or other
right. The inclusion herein of such shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial
owner of such shares. Unless otherwise indicated, each person or entity
named in the table has sole voting power and investment power (or shares
such power with his or her spouse) with respect to all shares of capital
stock listed as beneficially owned by such person or entity.
(2) Percentages are based upon the total 41,050,531 outstanding shares of
Common Stock at December 31, 2008, combined with the number of shares of
Common Stock beneficially owned by each person or entity.
(3) Includes shares of common stock registered in the names of Mr. Albers'
family members and affiliates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Set forth below is information regarding transactions involving the Company
and executive officers, directors and significant shareholders of the Company
during the most recent fiscal year and for the prior fiscal year.
Some of our directors and officers are engaged in various aspects of oil
and gas exploration and development for their own account and through other
entities in which they are directors and or shareholders. Furthermore, as
described in this Item 13, certain of our directors and officers are involved in
transactions with the Company. We have no policy prohibiting, nor does our
Certificate of Incorporation prohibit, transactions between the Company and our
officers and directors. We may enter into cost-sharing arrangements with respect
to geological investigations, seismic acquisition and drilling of our
properties. Directors and officers may participate, from time to time, in these
arrangements and such transactions may be on a non-promoted basis (actual
costs), or on a promoted basis, but must be approved by a majority of the
disinterested directors of the Board of Directors.
With respect to Mr E.G. Albers, President, Treasurer and a director of AOGC
and each of its subsidiaries including Alpha, Nations, Vulcan and Braveheart,
transactions were entered into, in relation to:
39
* Great Missenden Holdings Pty Ltd: Mr. Albers is a director and
shareholder of Great Missenden Holdings 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.
For the year ended December 31, 2008, and the year ended December 31, 2007,
respectively Great Missenden Holdings Pty Ltd charged $17,067 and $28,722 for
interest on all advances during the year
* Setright Oil & Gas Pty Ltd: Mr Albers is a director and shareholder of
Setright Oil & Gas Pty Ltd. For the year ended December 31, 2008, and the year
ended December 31, 2007, respectively, Setright Oil & Gas Pty Ltd charged the
Company $54,951 and $65,625 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 by way of the issue of shares of common stock. AOGC's subsidiaries
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.
* Oliver, Vulcan and Nome Joint Ventures: Mr. Albers is a director and
shareholder in the joint venture participants with Vulcan Australia Pty Ltd
(Vulcan) with regard to exploration permit ACP/33, ACP/35 and AC/P39; namely
Petrocorp 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, the predecessor in title to Petrocorp Australia Pty Ltd 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 (predecessor I
title to Vendor).
* Browse Joint Venture (Braveheart): With regard to the Browse Joint
Venture, Mr. Albers is a director and shareholder in each of Browse Petroleum
Pty Ltd, Braveheart Petroleum Pty Ltd and Exoil Limited, the parent of
Braveheart Resources Pty Ltd. He is a major shareholder in the parent of
Braveheart Energy Pty Ltd. All of these companies are the holders of the Browse
(Braveheart) Joint Venture.
* Cornea Joint Venture: With regard to the Cornea Joint Venture,
Mr. Albers is a director and shareholder in each of Browse Petroleum Pty Ltd,
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 Cornea Joint Venture.
40
* National Gas Consortium. 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.
* NT/P70 Joint Venture. With regard to the NT/P70 Joint Venture, Mr
Albers is a director and shareholder in National Gas Australia Pty Ltd.
Expenditure incurred during a prior period by National Gas Australia Pty Ltd (in
which Mr E.G. Albers is the sole shareholder and sole director) in relation to
the acquisition of the 795 line km Crocodile 2D Seismic Survey is in the order
of $950,000. As a result of this expenditure, National Gas Australia Pty Ltd
earned a 20% interest in NT/P70 from AOGC.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees
Our principal accountant, Demetrius & Company L.L.C., billed us aggregate
fees in the amounts of approximately $11,100 and $34,000 respectively for the
fiscal years ended 2008 and 2007. These amounts were billed for professional
services that Demetrius & Company, L.L.C. provided for the audit of our annual
financial statements, review of the financial statements included in our report
on 10-QSB and other services typically provided by an accountant in connection
with statutory and regulatory filings or engagements for those fiscal years. An
additional $23,000 was accrued at December 31, 2008 for services relating to the
audit of the Form 10-K annual report.
(b) Audit - Related Fees
There were no fees billed to us for the fiscal year ended December 31, 2008
for assurance and other services related to the performance of the audit or
review of our financial statements.
(c) Tax Fees
We paid $3,800 in tax fees for the fiscal year ended December 31, 2008 for
tax compliance, tax advice, and tax planning. For the year ended December 31,
2007, $5,000 was paid for tax compliance, tax advice and tax planning.
(d) All Other Fees
There were no other fees billed to us for the fiscal year ended December
31, 2008.
(e) Audit Committee's Pre-Approval Practice
Inasmuch as the Company does not have an audit committee, its Board of
Directors performs the functions of its audit committee. Section 10A(i) of the
Securities Exchange act of 1934 prohibits our auditors from performing audit
services for us as well as any services not considered to be "audit services"
unless such services are pre-approved by the board of directors (in lieu of the
audit committee) or unless the services meet certain de minimis standards.
41
The board of directors has adopted resolutions that provide that the board
must:
Preapprove all audit services that the auditor may provide to us or any
subsidiary (including, without limitation, providing comfort letters in
connection with securities underwritings or statutory audits) as required
by Section 10A(i) (1) (A) of the Securities Exchange Act of 1934 (as
amended by the Sarbanes-Oxley Act of 2002).
Preapprove all non-audit services (other than certain de-minimis services
described in Section 10A(i) (1) (B) of the Securities Exchange act of 1934
(as amended by the Sarbanes-Oxley Act of 2002) that the auditors propose to
provide to us or any of its subsidiaries.
The board of directors considers at each of its meetings whether to approve
any audit services or non-audit services. In some cases, management may present
the request; in other cases, the auditors may present the request. The board of
directors has approved Demetrius & Company LLC performing our audit for the 2007
and 2008 fiscal years.
The percentage of the fees for audit, audit-related, tax and other services
were as set forth in the following table:
Percentage of total fees paid to Demetrius & Company LLC
Fiscal Year 2008
Audit fees 90%
Audit-related fees Nil
Tax fees 10%
All other fees Nil
42
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
a)
1. Index to Consolidated Financial Statements
The following Consolidated Financial Statements are filed as part of this
annual report on Form 10-K:
Report of Independent Registered Public Accounting Firm F1
Consolidated Balance Sheets--December 31, 2008 and 2007 F2
Consolidated Statements of Operations--Years Ended
December 31, 2008 and 2007 F4
Consolidated Statements of Stockholders' Equity--From inception
(August 6, 2003) through to December 31, 2008 F6
Consolidated Statements of Cash Flows--Years ended
December 31, 2008, 2007 and 2006 F7
Notes to Consolidated Financial Statements F8-F14
2. Financial Statement Schedules
Financial statement schedules have been omitted because they are either not
required, not applicable or the information required to be set forth therein is
included in the Consolidated Financial Statements hereto.
3. Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation of Australian Oil & Gas Corporation
(incorporated by reference from Exhibit 3.1 to the Company's
annual report on Form 10-K for the year ended December 31, 2005).
3.2 By-Laws, as amended, of Australian Oil & Gas Corporation
(incorporated by reference from Exhibit 3.2 to the Company's
annual report on Form 10-K for the year ended December 31, 2005).
10.1 Sale and Purchase of Shares in Alpha Oil & Natural Gas Pty Ltd,
dated as of April 12, 2006 (incorporated by reference from
Exhibit 10.1 to the Company's current report on Form 8-K dated
July 17, 2006).
10.2 Amending Agreement to the Sale and Purchase of Shares in Alpha
Oil & Natural Gas Pty Ltd, dated as of June 29, 2006
(incorporated by reference from Exhibit 10.2 to the Company's
current report on Form 8-K dated July 17, 2006).
43
10.3 Sale and Purchase of Shares in Nations Natural Gas Pty Ltd, dated
as of April 12, 2006 (incorporated by reference from Exhibit 10.3
to the Company's current report on Form 8-K dated July 17, 2006).
10.4 Amending Agreement to the Sale and Purchase of Shares in Nations
Natural Gas Pty Ltd, dated as of June 29, 2006 (incorporated by
reference from Exhibit 10.4 to the Company's current report on
Form 8-K dated July 17, 2006).
10.5 Deed of Appointment between the Company and E.G. Albers, dated
May 4, 2005 (incorporated by reference from Exhibit 10.3 to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005).
10.6 Services Agreement between the Company and Setright Oil & Gas
Pty. Ltd., dated as of May 4, 2005 (incorporated by reference
from Exhibit 10.4 to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2005).
10.7 Agreement between the Company and E.G. Albers regarding the Issue
of 2,000,000 Shares, dated January 31, 2007 (incorporated by
reference from Exhibit 10.7 to the Company's annual report on
Form 10-K for the year ended December 31, 2006).
10.8 Deed of Re-appointment between the Company and E.G. Albers, dated
February 17, 2009 (incorporated by reference from Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2008).*
10.9 Agreement between the Company and Great Missenden Holdings Pty
Ltd, regarding $250,000 Line of Credit, dated February 17, 2009
(incorporated by reference from Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the year ended December 31,
2008).*
10.10 Series III Convertible Unsecured Note held by Great Missenden
Holdings Pty Ltd.*
10.11 Agreement between the Company and E.G. Albers regarding the
Acquisition of Shares and Compliance with U.S. Securities Law,
dated February 17, 2009 (incorporated by reference from Exhibit
10.11 to the Company's annual report on Form 10-K for the year
ended December 31, 2008).*
14 Standards of Conduct of Australian Oil & Gas Corporation
(incorporated by reference from Exhibit 14 to the Company's
annual report on Form 10-K for the year ended December 31, 2006).
21 List of Subsidiaries of Australian Oil & Gas Corporation. *
24.1 Certification of Secretary with respect to power of attorney. *
31 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934. *
32 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. *
* Filed herewith
(b) Not applicable.
(c) Not applicable.
44
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
Name Title Date
---------------------- ------------------------------ ----------------------
/s/ E. Geoffrey Albers President, Treasurer, Chief 30th day of March 2009
---------------------- Financial Officer and Director
E. Geoffrey Albers
/s/ Mark A Muzzin Director, Vice President 30th day of March 2009
------------------
Mark A Muzzin
/s/ W. Ray Hill Director, Vice President 30th day of March 2009
------------------
W. Ray Hill
45
FINANCIAL STATEMENTS
Table of Contents
Audit Report of Independent Registered Accountant
Consolidated Balance sheets - as at December 31, 2008 and 2007
Consolidated Statements of Operations for the twelve months ended
December 31, 2008 and 2007 and for the period from inception (August 6,
2003) to December 31, 2008.
Consolidated Statements of Changes in Stockholders' Equity And
Comprehensive Income for the period from inception (August 6, 2003) to
December 31, 2008
Consolidated Statements of Cash Flows for the twelve months ended
December 31, 2008 and 2007 and for the period from inception (August 6,
2003) to December 31, 2008.
Notes to Consolidated Financial Statements
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Australian Oil & Gas Corporation (An Exploration Stage Enterprise)
We have audited the accompanying consolidated balance sheet of Australian Oil &
Gas Corporation and subsidiaries (An Exploration Stage Enterprise) as of
December 31, 2008 and 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the two years then
ended and the period from inception (August 6, 2003) to December 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Australian Oil & Gas
Corporation and subsidiaries (An Exploration Stage Enterprise) as of December
31, 2008 and 2007, and the results of their operations and their cash flows for
each of the two years then ended and for the period from inception (August 6,
2003) to December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Demetrius & Company, L.L.C.
-------------------------------
Wayne, New Jersey
March 30, 2009
F-2
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands) 12/31/08 12/31/07
ASSETS $ $
Current assets:
Cash and cash equivalents 8 484
Receivables 1 --
------ ------
Total Current Assets 9 484
------ ------
Total Assets 9 484
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 214 574
Accounts payable to director related entities (Note 6) 178 2
Income tax expense payable -- 1
------ ------
Total Current Liabilities 392 577
------ ------
Non-Current liabilities:
Convertible Notes (Note 5) -- 305
------ ------
Total Liabilities 392 882
====== ======
Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized, Issued shares,
43,450,531 at December 31, 2008 and 37, 400,531 at December 31, 2007;
Outstanding shares, 41,050,531 at
December 31, 2008 and 37,400,531 December 31, 2007. (Note 8) 33 30
Capital in excess of par value 2,519 2,210
Accumulated other Comprehensive Income 316 224
Deficit accumulated during the exploration stage (3,251) (2,862)
------ ------
Total Stockholders' Equity (383) (398)
------ ------
Total Liabilities and Stockholders' Equity 9 484
====== ======
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS For the
twelve months ended December 31, 2008 and 2007
and for the period from inception (August 6, 2003) to December 31, 2008
(Dollar amounts in thousands)
For the twelve For the twelve From
months ended months ended inception to
Dec 31, 2008 Dec 31, 2007 Aug 6, 2003
$ $ $
----------- ----------- -----------
Expenses
Exploration 499 652 1,810
General and administrative 191 267 1,029
Merger and reorganization -- -- 249
----------- ----------- -----------
Total operating expenses 690 919 3,088
----------- ----------- -----------
Loss before other income and expense (690) (919) (3,088)
Other Income and (Expense)
Gain on transfer of interest in tenement (Note 12) 389 -- 1, 650
Write down of investments -- -- (1,759)
Currency exchange gain/(loss) (78) 106 8
Interest income 7 27 63
Interest expense (17) (29) (101)
----------- ----------- -----------
Profit/ (loss) before income tax (389) (815) (3,227)
Income tax provision -- -- 24
----------- ----------- -----------
Net Profit/(loss) (389) (815) (3,251)
=========== =========== ===========
Profit/(loss) per Common Share:
Net profit/(loss) $ (0.01) $ (0.02) $ (0.10)
Weighted average common share used in calculation 40,052,317 36,467,152 32,370,752
=========== =========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
For the period from inception (August 6, 2003) to December 31, 2008
(Dollar amounts in thousands)
Deficit
Accumulated Accumulated
Common stock Capital in Other during
excess of Comprehensive exploration Total
Shares Amount par value Income stage Equity
$ $ $ $ $
----------- -------- ----------- ----------- ----------- --------
Issuance of common stock:
Combination of Controlled Entities -- 1,560 -- -- -- 1,560
To holders of unsecured claims against
Synergy Technology Corporation 3,000,000 -- -- -- -- --
To equity holders of Synergy Technology
Corporation 4,800,528 -- -- -- -- --
To the Plan Funder to fund the
Plan of Reorganization 19,500,000 20 55 -- -- 75
Loss from operations -- -- -- -- (184) (184)
----------- -------- ----------- ----------- ----------- --------
Balance, December 31, 2003 27,300,528 1,580 55 -- (184) 1,451
Loss from operations -- -- -- -- (1,849) (1,849)
Foreign currency translation adjustment -- -- -- 195 -- 195
----------- -------- ----------- ----------- ----------- --------
Balance, December 31, 2004 27,300,528 1,580 55 195 (2,033) (203)
To the Chairman as compensation 2,500,000 2 248 -- -- 250
Shares issued external to combined group
previously held within the combined group -- 65 -- -- -- 65
Loss from operations (606) (606)
Foreign currency translation adjustment -- -- -- 48 -- 48
----------- -------- ----------- ----------- ----------- --------
Balance, December 31, 2005 29,800,528 1,647 303 243 (2,639) (446)
To the Chairman as compensation 2,000,000 2 198 -- -- 200
Profit from operations -- -- -- -- 592 592
Acquisition of entities subject
to common control -- (1,621) 1,621 -- --
Foreign currency translation adjustment -- -- -- 17 -- 17
----------- -------- ----------- ----------- ----------- --------
Balance , December 31, 2006 35,900,531 28 2,122 260 (2,047) 363
To the Chairman as compensation (Note 8) 1,500,000 2 88 -- -- 90
Loss from operations -- -- -- -- (815) (815)
Foreign currency translation adjustment -- -- -- (36) -- (36)
----------- -------- ----------- ----------- ----------- --------
Balance, December 31, 2007 37,400,531 30 2,210 224 (2,862) (398)
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND
COMPREHENSIVE INCOME (Continued)
For the period from inception (August 6, 2003) to December 31, 2008
Conversion of Notes (Note 5) 3,650,000 3 309 -- -- 312
Loss from operations -- -- -- -- (389) (389)
Foreign currency translation adjustment -- -- -- 92 -- 92
----------- -------- ----------- ----------- ----------- --------
Balance, December 31, 2008 41,050,531 33 2,519 316 (3,251) (383)
=========== ======== =========== =========== =========== ========
The accompanying notes are an integral part of these consolidated
financial statements.
F-6
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the twelve months ended December 31, 2008 and 2007
and Cumulative from inception (August 6, 2003) to December 31, 2008
(Dollar amounts in thousands)
Dec 31, Dec 31, From
2008 2007 inception
$ $ $
------ ------ ---------
Cash flows from operating activities:
Net profit/(loss) (389) (815) (3,251)
Adjustments to reconcile net profit/(loss) to
net cash used in operating activities:
Adjustments for non-cash items:
Compensation expense 127 90 667
Currency exchange (gain)/loss 171 (116) 75
Write down of investment -- -- 1,759
Issuance of Convertible Note in lieu of repayment of
advances from director related entity 7 29 100
Gain on transfer of interest in tenement (Note 12) (389) -- (1,650)
Change in assets and liabilities
Increase (decrease) in accounts payable (60) 512 506
Increase (decrease) in tax payable (1) (34) (9)
(Increase) decrease in accounts receivable (1) 2 82
Decrease in exploration assets -- -- --
------ ------ ------
Net cash used in operating activities (535) (332) (1,721)
------ ------ ------
Cash flows from financing activities:
Proceeds from the sale of Common stock - net -- -- 75
Proceeds from advance from director-related entities 59 -- 384
Repayment of advance from director-related entities -- -- (73)
------ ------ ------
Net cash (used in) provided by financing activities 59 -- 386
------ ------ ------
Cash flows from investing activities:
Proceeds from sale of tenement -- -- 1,261
------ ------ ------
Net cash provided investing activities -- -- 1,261
------ ------ ------
Increase (decrease) in cash (476) (332) (74)
Cash and cash equivalents at beginning of period 484 734 --
Effect of currency exchange rate fluctuations on cash held -- 82 82
------ ------ ------
Cash and cash equivalents at end of period 8 484 8
====== ====== ======
Supplementary disclosure of non-cash financing activities.
- Issuance of Stock for compensation and settlement of advances 312 90 852
- Administration Fees charged by Setright Oil & Gas Pty Ltd (Note 5) 55 66 218
- Interest charged by Great Missenden Holdings Pty Ltd (Note 5) 17 29 105
- Gain on transfer of interest in tenement (Note 12) 389 -- 1,650
The accompanying notes are an integral part of these consolidated
financial statements.
F-7
Australian Oil & Gas Corporation
(an exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
NOTE 1: ORGANIZATION
Australian Oil & Gas Corporation (the Company or AOGC) was incorporated on
August 6, 2003, and began operations on August 11, 2003 pursuant to the terms of
a Plan of Reorganization (Plan) of Synergy Technologies Corporation ("Synergy")
and is considered to be a crude petroleum and natural gas company in the
exploratory stage company as defined by SFAS No. 7, and since inception, 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.
Per Note 12, Alpha Oil & Natural Gas Pty Ltd itself now has two wholly
owned Australian subsidiaries, Vulcan Australia Pty Ltd (which now holds the
joint venture interest in the Vulcan Joint Ventures) and Braveheart Oil & Gas
Pty Ltd (which now holds the joint venture interest in the Browse Joint
Venture).
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company has adopted Fresh Start Accounting. All dollar amounts used
herein refer to U.S. dollars unless otherwise indicated. These statements are
prepared using Generally Accepted Accounting Principles of the Unites States of
America. All significant transactions between the parent and consolidated
affiliates have been eliminated.
Basis of consolidation
The consolidated financial statements include all majority-owned
subsidiaries over which we exercise control. Investments where we exercise
significant influence but do not control (generally a 20% to 50% ownership
interest), are accounted for under the equity method of accounting. All material
intercompany transactions and balances have been eliminated.
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.
Undeveloped mineral interests and oil and gas properties The Company
follows the successful efforts method of accounting for its oil and natural gas
exploration activities, as follows:
o Geological and geophysical costs and costs of retaining unproved
properties and undeveloped properties are charged to expense as
incurred and are included as a reduction of operating cash flow in the
consolidated statements of cash flow.
o Costs of exploratory wells are capitalized pending determination of
whether they have discovered proved reserves.
F-8
* The costs of exploratory wells that have found oil and natural
gas reserves that cannot be classified as proved when drilling is
completed continue to be capitalized as long as the well has
found a sufficient quantity of reserves to justify its completion
as a producing well and sufficient progress is being made in
assessing the proved reserves and the economic and operating
viability of the project. Management evaluates progress on such
wells on an on-going basis.
* If proved reserves are not discovered the related drilling costs
are charged to exploration expense.
o Acquisition costs of permits, leases and development activities are
capitalized.
o Other exploration costs are charged to expense as incurred.
o Gains or losses from disposition of the Company's interests in oil and
gas properties are included in earnings under the following
conditions:
* All or part of an interest owned is sold to an unrelated third
party; if only part of an interest is sold, there is no
substantial uncertainty about the recoverability of cost
applicable to the interest retained; and
* The Company has no substantial obligation for future performance
(e.g. drilling a well(s) or operating the property without
proportional reimbursement of costs relating to the interest
sold).
o Interest expense allocable to significant unproved leasehold costs and
in progress exploration and development projects is capitalized until
the assets are ready for their intended use. There was no interest
expense capitalized by the Company in 2007 or in the prior three
years.
Asset Impairment. Costs of unproved oil and gas properties are assessed
periodically and a loss is recognized if the properties are deemed
impaired. When events or circumstances indicate that unproved oil and gas
property carrying amounts might not be recoverable from estimated future
undiscounted cash flows from the property, a reduction of the carrying
amount to fair value is required. Measurement of the impairment loss is
based on the estimated fair value of the asset, which the Company would
determine using estimated undiscounted future cash flows from the property,
adjusted to present value using an interest rate considered appropriate for
the asset.
Income taxes
The Company will provide for income taxes utilizing the liability approach
under which deferred income taxes are provided based upon enacted tax laws and
rates applicable to the periods in which the taxes became payable.
The Company adopted the provisions of FASB issued Interpretation No.48,
"Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement 109" ("FIN 48") effective January 1, 2007. As a result of the
implementation of FIN 48, no adjustment in the liability for unrecognized income
tax benefits relating to uncertain tax provisions was necessary.
Cash equivalents
For purposes of the statements of cash flows, the Company will consider all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.
Concentrations of credit risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents.
The Company will place its cash with high quality financial institutions. The
Company maintains the primary amount of cash in Australian Banks. These accounts
are not insured.
F-9
Recently issued Accounting Standards not adopted as of December 31, 2008
In December 2007, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141(R), "Business Combinations" and No. 160 "Non controlling Interests
in Consolidated Financial Statements". These statements provide new accounting
guidance and disclosure requirements for business combinations, and is effective
for business combinations which occur starting with the first fiscal year
beginning on or after December 15, 2008. In management's opinion, the adoption
of SFAS 141(R) and 160 are not expected to have a significant impact on the
Company's results of operations, cashflows or financial position.
NOTE 3: INCOME TAXES
As of December 31, 2008 and December 31, 2007 respectively, the Company had
a U.S. Federal net operating loss carryforward of approximately $846,000 and
$856,000 which will expire commencing 2017 through 2025, if not utilized.
Management of the Company has decided to fully reserve for its deferred tax
asset, as it is more likely than not that the Company will not be able to
utilize these deferred tax assets against future income, coupled with the
possible limitations of the net operating losses due to various changes in
ownership over the past years.
$
----------
Operating loss carried 287,640
forwards
Less : Valuation Allowance (287,640)
----------
Net Deferred Tax Assets --
==========
As described in Note 2, the Company adopted FIN 48 on January 1, 2007,
which prescribes treatment of "unrecognized tax positions", and requires
measurement and disclosure of such amounts. At both January 1, 2008 and December
31, 2008, the Company had no material unrecognized tax benefits.
NOTE 4: BASIC LOSS PER COMMON SHARE
Basic loss per common share is based on the weighted average number of
shares of common stock issued from inception to December 31, 2008.
NOTE 5 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.
For the year ended December 31, 2008, and the year ended December 31, 2007,
respectively Great Missenden Holdings Pty Ltd charged $17,067 and $28,722 for
interest on all advances during the year
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.
F-10
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.
Mr Albers is a director and shareholder of Setright Oil & Gas Pty Ltd. For
the year ended December 31, 2008, and the year ended December 31, 2007,
respectively, Setright Oil & Gas Pty Ltd charged the Company $54,951 and $65,625
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 by way of the issue of
shares of common stock. AOGC's subsidiaries 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.
NOTE 6: LIABILITIES TO DIRECTOR RELATED ENTITIES
At December 31, 2008, the Company recorded a liability to Setright Oil &
Gas Pty Ltd of $2,390.
In anticipation of a line of credit agreement being signed between Great
Missenden Holdings Pty Ltd and AOGC funds of $58,875 were advanced to AOGC in
October 2008. From a balance remaining payable to Great Missenden Holdings after
the issue of shares on the convertible notes, the advance made on October 2008
and interest payable on these two items the liability to Great Missenden
Holdings at December 31, 2008 is $87,140
At December 31, 2008, the Company recorded a liability to National Gas
Australia Pty Ltd of $88,903.
NOTE 7: COMMON STOCK
On the effective date of the Plan the following changes in common stock
were effected:
o the issuance of 19,500,000 shares of AOGC Common Stock to the nominees
of Great Missenden Holdings Pty Ltd in consideration of supplying
funding for the Plan (herein referred to as the "Plan Funder") and its
agreement to contribute up to $150,000 in loan funds to AOGC during
the two-year period after the effective date of the Plan.
o the issuance of 4,800,550 shares of AOGC Common Stock on the basis of
(1) share of AOG Common Stock for every ten (10) shares of common
stock of Synergy;
o the issuance of an aggregate of 3,000,000 shares of AOGC Common Stock
to all holders of Synergy general unsecured claims on the basis of
.86299 of one share for each dollar of the amount of allowed unsecured
claims.
F-11
o On December 22, 2005, 2,500,000 shares of Common stock were issued to
EG Albers under the terms of his employment contract, filed as an
exhibit to the 2005 Form 10-KSB.
o On April 12, 2006, 4,100,003 shares of Common stock were issued to
acquire all the shares of Nations Natural Gas Pty Ltd and the
remaining shares of Alpha Natural Oil & Gas Pty Ltd. (Filed as an
exhibit to the 2005 Form 10-KSB).
o On January 31, 2007, 2,000,000 shares of Common stock were issued to
EG Albers under the terms of his employment contract, filed as an
exhibit to the 2005 Form 10-KSB.
o On January 18, 2008, 1,500,000 shares of Common stock were issued to
EG Albers under the terms of his employment contract, filed as an
exhibit to the 2005 Form 10-KSB.
o On June 24, 2008, 3,650,000 shares of Common Stock were issued to
Great Missenden Holdings Pty Ltd to settle the Series I and Series II
Convertible (See Note 5).
o On March 26, 2009, 2,400,000 shares of Common stock were issued to EG
Albers under the terms of his employment contract, filed as an exhibit
to this 2008 Form 10-K. (See Note 13)
NOTE 8: COMMON STOCK ISSUED TO EG ALBERS
At December 31, 2008, 2,400,000 shares included in issued and
outstanding shares of 43,450,531 disclosed in the balance sheet and used for the
earnings per common share calculation were reserved but not yet issued. These
shares were used to compensate Mr Albers and were issued on March 26, 2009. (See
Note 13)
NOTE 9: 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 statements and 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 Australian dollars. The comprehensive income of $315,475
disclosed in the consolidated balance sheet is the foreign currency exchange
gain on converting the subsidiaries' balance sheets and income statements to US
dollars for consolidation purposes.
NOTE 10: COMMITMENTS AND CONTINGENCIES
The Company is without insurance pertaining to various potential risks with
respect to its properties, including general liability, because it is presently
not able to obtain insurance for such risks at rates and on terms, which it
considers reasonable. The financial position of the Company in future periods
will be adversely affected if uninsured losses were to be incurred.
NOTE 11: 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.
F-12
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 to an increase in
the value of Australian Dollar against the US Dollar.
NOTE 12: REARRANGEMENT OF JOINT VENTURES
Vulcan Joint Venture
--------------------
AOGC's wholly owned subsidiary, Alpha Oil & Natural Gas Pty Ltd, has formed
a wholly owned subsidiary named Vulcan Australia Pty Ltd (Vulcan) and has
transferred its 15% interests in each of AC/P33, AC/P35 and AC/P39 to Vulcan. In
addition, the Vulcan Joint Venture Operating Agreement, which previously
governed joint venture operations in the three permits, has been replaced by
separate joint venture Agreements for each permit. The new joint ventures are
known as Oliver Joint Venture (AC/P33), Vulcan Joint Venture (AC/P35) and NOME
Joint Venture (AC/P39).
Following these rearrangements of interests, the participants in the newly
constituted Oliver Joint Venture have entered into a farmout agreement with
South Australian based oil explorer and producer, Stuart Petroleum Limited
("Stuart"), who is now the Operator and 50% interest holder in permit AC/P33,
host to the Oliver oil and gas accumulation. Our interest will, as a result,
reduce to 7.5%. Permit AC/P33 is located approximately 700 kilometres west of
Darwin in the Australian-administered section of the Timor Sea. The transaction
was approved by the Designated Authority (Commonwealth of Australia) October 9,
2008.
Browse Joint Venture
--------------------
AOGC's wholly owned subsidiary, Alpha Oil & Natural Gas Pty Ltd ("Alpha")
together with its joint venturers, has entered into a farmout agreement with
respect to WA-332-P, WA-333-P and WA-342-P ("Permits") with Gascorp Australia
Pty Ltd ("Gascorp") whereby Gascorp has agreed to earn a 15% interest in each of
the Permits in return for the obligation of Gascorp to expend $1,120,000 in
acquiring approximately 490 line kilometres of new 2D seismic data in the
Permits and in acquiring a drill site survey over a possible location to test
the Braveheart prospect. The seismic survey is planned to provide coverage of
leads within WA-332-P as well as assist in the determination of the location of
a Braveheart 1 well, which is expected to be drilled in WA-333-P in late 2009.
As a result of this farmout, Alpha's interest in each of the three permits has
reduced from 20% to 17%.
In addition to this farmout, the participants in each of the Permits have
elected to form new 100% owned subsidiary companies and have agreed to transfer
their respective interests to such wholly owned subsidiaries. Alpha has
incorporated Braveheart Oil & Gas Pty Ltd as a wholly owned subsidiary to which
it has assigned its residual 17% interest in each of the Permits. These
transactions have been submitted to the Designated Authority (Commonwealth of
Australia) for approval.
The participants in the Browse Joint Venture have contracted to engage the
services of Australian Drilling Associates Pty Ltd to provide project management
services to support the conduct of drilling operations and to gain access to one
drilling slot in a group sponsored multi-well program utilising the
semi-submersible drilling rig, the Songa Venus. The drilling slot, in late 2009,
is to be used for the drilling of the Braveheart 1.
F-13
NOTE 12: SUBSEQUENT EVENTS
On February 17, 2009, the Company signed an agreement with Great Missenden
Holdings Pty Ltd for a $250,000 Line of Credit. If utilized, settlement will be
by way of Series III Convertible Unsecured Notes of $1,000 each with an interest
of 12% per annum and shall be repayable by the Company by December 31, 2012.
On March 26, 2009, 2,400,000 shares of Common stock were issued to EG
Albers under the terms of his employment contract, filed as an exhibit to this
2008 Form 10-K.
F-14