UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
Form 10-KSB
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2007
[_] 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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2480 North Tolemac Way, Prescott, Arizona 86305
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (928) 778 1450 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:
Title of each class Name of each exchange on which registered
common stock - $0.001 par value None
Check whether the issuer is not required to file pursuant to section 13 or 15(d)
of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filings requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year. $0
As of December 31, 2007, the market value of the voting and non-voting common
equity held by non-affiliates of the registrant was approximately $834,032.
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 [ ]
At March 28, 2008, 37,400,531 shares of common stock were outstanding.
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Business Development
Description of Business
Oil and Gas Interests
Reserve Estimates
Production
Productive Wells and Acreage
Underdeveloped Acreage
Drilling Activity
Current Activities and Plans
Competitive Factors
Environmental Compliance and Risk
Employees
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchasers of Equity Securities
Item 6. Management's Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Item 8A. Controls and Procedures
Item 8B. Other Information
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits
Item 14 Principal Accountant Fees and Services
Signatures
Financial Statements
Certifications
Exhibits
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, licences 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. DESCRIPTION OF BUSINESS
Business Development
--------------------
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. Through our website www.ausoil.com you can
access electronic copies of AOGC's corporate governance (including our Code of
Conduct) and documents that AOGC files with Securities and Exchange Commission
(SEC), including our annual reports on Form 10-KSB, quarterly reports on Form
10-QSB, and current reports on Form 8-K, as well as any amendments to these
reports. Included in our annual and quarterly reports are the certifications of
our chief executive officer and our chief financial officer that are required by
applicable laws and regulations. Access to these electronic filings is available
as soon as practical after filing with the SEC.
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 appropriate seismic
programs and ultimately the drilling of wells to determining whether any viable
resource may exist.
4
We hold interests in many of our properties through our 100% owned
subsidiaries; Alpha Oil & Natural Gas Pty Ltd, Nations Natural Gas Pty Ltd,
Gascorp, Inc and Nations LNG, Inc. Properties referred to in this document may
be held by those subsidiaries. We treat all operations as one line of business.
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.
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 an 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 and to generate drilling prospects.
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. Experts expect that LNG sourced natural gas will
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 Description of Property" 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.
5
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
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 Petroleum (Submerged Lands) Act 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 - Description of Property). 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.
6
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.
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 may 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 managements 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
---------------------
On July 6, 2004, our wholly owned subsidiary, Gascorp, Inc (Gascorp), with
other affiliated joint venturers, was granted by the Australian Government, a
petroleum exploration permit, AC/P33, for an initial 6-year term, effective from
June 25, 2004. In order to resolve and simplify potential administrative
complications, the interest held by Gascorp, Inc has been transferred to our
100% owned Australian incorporated subsidiary, Alpha Oil & Natural Gas Pty Ltd
(Alpha). Prior to the transfer, Gascorp agreed to farmout 5% of its 20% interest
in the permit to National Gas Australia Pty Ltd (NGA) (leaving Gascorp with a
15% net interest, in return for NGA agreeing to incur the cost of the Oliver
seismic survey of some 124 km(2)). Currently, Alpha holds a 15% interest in the
permit, in joint venture with its affiliates; National Gas Australia Pty Ltd
(25%) Natural Gas Corporation Pty Ltd (30%) and Auralandia N.L. (30%), the
designated Operator.
On April 12, 2006, we completed the acquisition of Alpha. The acquisition
of Alpha, entered into on July 1, 2004, 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. After we entered into this agreement to acquire Alpha,
and prior to the agreement between being finalized, Alpha (with the approval of
AOGC) sold its 20% interest in WA-341-P for an amount in excess of book value.
The settlement funds have been received by Alpha and, since April 12 2006 have
been incorporated in funds available to AOGC through its wholly owned
subsidiary, Alpha.
7
On April 12, 2006, we completed the acquisition of Nations Natural Gas Pty
Ltd (Nations). The acquisition of Nations, entered into on September 10, 2004,
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 ("Timor Sea
Permits"), located in the Australian sector of the Timor Sea, offshore from the
Northern Territory. Nations has subsequently agreed to farmout 6% of its 30%
interest in the Timor Sea Permits to National Gas Australia Pty Ltd (NGA)
(leaving Nations with a net 24% interest) in return for the funding of Nations
30% share of each of the now completed Sunshine and Kurrajong 2D seismic surveys
of 4,188 line km in aggregate.
On October 13, 2005, the Designated Authority granted to AOGC a petroleum
exploration permit NT/P70, an offshore area adjacent to the Northern Territory
of Australia for an initial 6-year term, effective from October 10, 2005. AOGC
subsequently agreed to farmout 20% of its 100% interest in NT/P70 to NGA in
return for the seismic operations carried out and funded by NGA in relation to
the 795 km Crocodile 2D seismic survey which has been acquired in the NT/P70
permit. The Company now holds an 80% working interest in NT/P70, subject to an
overriding royalty interest of 1% in favor of third parties.
On October 18, 2005, the Designated Authority for the offshore area
adjacent to the Territory of Ashmore and Cartier Islands (an Australian
Territory), granted our wholly owned subsidiary, Gascorp Inc., together with its
affiliated joint venturers, NGC and Auralandia, petroleum exploration permit
AC/P35. In order to resolve and simplify potential administrative complications,
the interest held by Gascorp, Inc was transferred to our 100% owned Australian
incorporated subsidiary, Alpha. Following farmout of obligations, Alpha now
holds a 15% interest in the permit, in joint venture with its affiliates;
National Gas Australia Pty Ltd (25%), Natural Gas Corporation Pty Ltd (30%) and
Auralandia N.L. (30%), the designated Operator.
On April 7, 2006, the Designated Authority for the Territory of Ashmore and
Cartier Islands, granted our wholly owned subsidiary, Gascorp Inc., together
with its affiliated joint venturers, NGC and Auralandia, petroleum exploration
permit AC/P39. In order to resolve and simplify potential administrative
complication, the interest held by Gascorp, Inc was transferred to our 100%
owned Australian incorporated subsidiary, Alpha. Following farmout of
obligations, Alpha holds a 15% interest in the permit, in joint venture with its
affiliates; National Gas Australia Pty Ltd (25%), Natural Gas Corporation Pty
Ltd (30%) and Auralandia N.L. (30%), the designated Operator.
On August 8, 2006, our wholly owned subsidiary, Nations Natural Gas Pty Ltd
(Nations), together with its affiliated joint venturers, National Gas Australia
Pty Ltd and Australian Natural Gas Pty Ltd, were granted petroleum exploration
permits NT/P71 and NT/P72 for an initial 6-year term. Nations now holds a 24%
interest in the permits following the farmout of 6% of its interest to NGA in
return for the funding of Nations 30% share of the completed 3,291 km Kurrajong
2D survey and the 887 km Sunshine 2D Survey. The additional permits are held by
the National Gas Consortium, which holds the contiguous NT/P62, NT/P63 and
NT/P64 permits.
8
On March 27, 2007, we were advised of the grant to our wholly owned
subsidiary, Alpha Oil & Natural Gas Pty Ltd, of petroleum exploration permit
NT/P73 for an initial 6-year term. Alpha holds a 100% interest in the permit,
subject to an overriding royalty interest of 1% in favour of third parties.
NT/P73 is adjacent to NT/P70.
See Item 2 "Description of 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.
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 1 "Description of Business", "Oil and Gas Interests" and Item 2
"Description of Properties" of this report for further information concerning
our oil and gas interests.
Drilling Activity
-----------------
While we have no immediate plans to engage in any exploratory oil or gas
drilling, 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. We have not, as yet, made an irrevocable commitment to the drilling of
such wells.
Should we and our joint venturers be sufficiently encouraged by the results
of our seismic and other work to date, and if additional financing can be
obtained, we may engage in well drilling, depending upon the cost of the well
drilling, the terms of any participation, joint venture or similar arrangements,
which may influence the funding of such drilling.
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 -
"Description of 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, together with rising prices of oil
and gas, 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, 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.
9
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.
Employees
---------
As of December 31, 2007, 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 2. DESCRIPTION OF PROPERTY
Our U.S. office, located at 2480 North Tolemac Way, Prescott, Arizona, has
nominal square footage and the rent is no more than a nominal amount per month.
We also have the use of more extensive 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 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 Joint Venture
Our wholly owned subsidiary, Alpha Oil & Natural Gas Pty Ltd, following
farmout of seismic commitments to Natural Gas Australia Pty Ltd (NGA), (see
below) now holds a 15% interest in the Vulcan Joint Venture permits, AC/P33,
AC/P35 and AC/P39 in joint venture with its affiliates; NGA (25%), Natural Gas
Corporation Pty Ltd (NGC) (30%) and Auralandia N.L. (Auralandia) (30%), the
designated Operator. The permits are within the territory of Ashmore and Cartier
Islands, an Australian offshore territory.
10
Geologically, AC/P33, AC/P35 and AC/P39 are located on the eastern margin
of the Vulcan Sub-basin, a broad, deep and proven hydrocarbon-generative basin,
one of a number of proven petroliferous sub-basins which together comprise the
North West Shelf hydrocarbon province of Australia.
AC/P33 (granted July 6, 2004) includes the undeveloped Oliver oil and gas
accumulation, drilled by the now plugged and abandoned Oliver-1 well. AC/P33
comprises five graticular blocks, totaling approximately 400 km(2) (98,800
acres). During the first three years of the initial 6-year term of permit
AC/P33, the joint venture participants obtained a range of existing reports and
open file seismic data and have mapped, interpreted and revised analyses and
concepts for the area. The joint venture has carried out enhancement of existing
seismic data around the Oliver feature, and has examined various techniques for
potential to provide direct hydrocarbon indicators. As a result of the farmout
to NGA, the joint venture has acquired 124 km(2) (acres) of new high quality
enhanced parameter 3D seismic survey, known as the Oliver 3D Seismic Survey. The
survey was conducted over the Oliver feature and part of its extension to the
east. The joint venture has elected to enter the second three years of the
initial permit and plans to drill one exploration well prior to the end of 2009,
and to perform further interpretational work. Active geological and geophysical
evaluation of the permit continues, including processing of the new Oliver
Seismic Survey and reprocessing of part of the immediately adjacent Onnia 3D
Seismic Survey in the vicinity of the Oliver-1 well, in preparation for the
proposed Oliver 2 exploration/appraisal well. The permit has been offered for
farmout, with a number of domestic and international companies assessing the
acreage.
Concurrently with the farmout efforts, the Vulcan Joint Venture
participants are considering how they might collectively meet the funding
requirements for drilling the Oliver-2 well in AC/P33, and how they should
proceed in the future with respect to funding any Oliver development, even in
the event that the farmout efforts are successful. Discussions amongst the joint
venture participants have focused on the concept of each of the participants,
other than the operator, Auralandia, selling their interest in the Vulcan Joint
Venture permits in return for a pro rate issue of shares. Auralandia has
signified that it would be amenable to being the corporate vehicle for unifying
the joint venture interests in this manner. The Company intends to investigate
this opportunity with a view to participate in this manner. Capital would be
required by Auralandia for drilling and or development of Oliver.
AC/P35 (granted October 18, 2005) is located immediately to the north of
AC/P33. It comprises 46 graticular blocks, totaling approximately 3,410 km(2)
(842,645 acres). There have been five wells drilled in the area, with two having
oil and gas indications, all of which were plugged and abandoned. During the
first three years of the initial 6-year term of the AC/P35 permit, we plan to
obtain a range of pertinent existing reports and open file seismic data. On
October 16, 2007 we applied for a suspension and extension of the permit for a
period of twelve months, so that if approved, the Year 2 will end on October 17,
2008. In the third permit year, we presently plan to shoot 250 km(2) of new 3D
seismic survey. Should we so decide, we can elect to enter the second stage of
three permit years of the initial permit term and drill one exploration well and
perform further interpretational work. Geological evaluation of the permit is
continuing, including the reprocessing of approximately 1,750 km(2) of the
previously acquired proprietary 3D seismic over AC/P35 known as the Onnia 3D
Seismic Survey which is located within this permit.
11
AC/P39 (granted April 7, 2006) is located 600 km west of Darwin,
immediately to the east of AC/P33 and AC/P35. It comprises 11 graticular blocks,
totalling approximately 920 km(2) (2,273 acres). AC/P39 lies within 100 km of
existing petroleum production facilities and along the eastern elevated flank of
the Vulcan Sub-basin. There have been five wells drilled in the area, with two
having oil and gas indications. In the first three years of the initial 6-year
term of the AC/P39 permit, we plan to obtain a range of existing reports and
open file seismic data. We have requested a 12 month suspension and extension of
Year 2 in order to complete the reprocessing of 920 km(2) Onnia 3D seismic
survey within the permit. The re-processing has been delayed because of the
manpower constraints of the contractor, PGS. If granted the second permit year
will end on April 6, 2009. In the third permit year, we plan to drill one
exploration well. Geological evaluation of the permit is continuing
Gascorp, Inc. on May 15, 2006 agreed to farmout 5% of its 20% interest in
each of the Vulcan Joint Venture Permits to NGA (leaving Gascorp with a 15%
interest) in return for the acquisition and funding of Gascorp's 20% share of
the new Oliver 3D seismic survey of approximately 124 km(2) and the funding of
the reprocessing of approximately 2,800 km(2) of the existing Onnia 3D Seismic
Survey data. The cost of the Company's share of the Oliver survey has been met
entirely by NGA
Browse Joint Venture
On April 12, 2006, we completed the acquisition of Alpha, a transaction
entered into on July 1, 2004. The acquisition of Alpha was made in order to
acquire a 20% interest in the Browse Joint Venture, being permits, WA-332-P,
WA-333-P, WA-341-P and WA-342-P. The shareholders of Alpha on August 29, 2006
have received 2,000,002 shares of common stock in AOGC and were paid AUD$100,000
(See also Item 12 below) as follows:
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
======= ========= =======
Following the entering into of the transaction on July 1, 2004, but prior
to the agreement between being finalized, Alpha (with the approval of AOGC) sold
its 20% interest in WA-341-P to a third party for an amount in excess of book
value. The settlement funds were received by Alpha and since April 12, 2006,
have been incorporated in funds available to AOGC, through its wholly owned
subsidiary, Alpha.
The now remaining Permits of the Browse Joint Venture WA-332-P, WA-333-P
and WA-342-P are contiguous and are located in the offshore Browse Basin, a part
of the North West Shelf of Australia. They cover a total area of 9,460 km(2)
(2,336,620 acres).
12
The Browse Basin region is a proven major hydrocarbon area and it forms a
part of the extensive series of continental margin sedimentary basins that,
together, comprise the North West Shelf hydrocarbon province of Australia. The
Browse Basin has been host to a series of major gas, gas condensate and oil
discoveries which began with the 1971 discovery at Scott Reef-1. The Browse
Basin is currently the focus for two proposals to establish new LNG export
facilities; one by Woodside Energy Ltd in relation to the Scott Reef/Brecknock
complex and the other by Inpex Corporation in relation to the Ichthys complex.
Two of the Browse Joint Venture permits are presently lightly explored. There is
one well on the boundary of WA-332-P (Prudhoe-1), one well in WA-333-P (Rob
Roy-1), and a total of fourteen wells in WA-342-P, mostly associated with the
undeveloped Cornea oil and gas accumulation.
In the previous year the Browse Joint Venture completed the shooting of the
Braveheart seismic survey of approximately 1,949 line km of new 2D seismic
survey over these Browse Joint venture permits
In the first three year term of the Permits, the Browse Joint Venture
obtained available open file reports and basic 2D and 3D seismic data acquired
by the earlier efforts of previous explorers. This included approximately 1,100
km(2) of high quality 3D seismic known as the Cornea 3D survey which is held by
the Browse Joint Venture. Approximately 1,000 km(2) of this 3D data set was
reprocessed by the joint venture during the 2007 year. The 3D data set has been
integrated with the acquisition and processing of the 1949 line km Braveheart 2D
seismic survey. The Browse Joint Venture has elected to enter a second three
year permit term and in which it has indicated it will drill one well in each
permit. Active geological and geophysical evaluation of all of the Browse Joint
Venture Permits is continuing, with special studies having been carried out in
respect to the undeveloped Cornea oil and gas accumulation and the Braveheart
project, which straddles WA-332-P and WA-333-P.
The Browse Joint Venture, on March 19, 2008, applied for an 18-months
suspension and extension of Year 5 of permit WA-332-P in order to acquire
further new 2D seismic survey over potential leads in WA-332-P and to secure a
drilling vessel, which are in short supply in Australian waters. If granted Year
5 of WA-332-P will end September 30, 2009.
On March 19, 2008 the Browse Joint Venture applied for a 12-month
suspension and extension of Year 5 of the WA-333-P permit in order to allow
additional time for the drilling of the Braveheart-1 well in WA-333-P. The Joint
Venture has entered into a letter of intent with a drilling vessel management
company, as a result of which a well is expected to be drilled on the Braveheart
feature by March 31, 2009. If granted, Year-5 of WA-333-P will end on March 31,
2009.
On October 22, 2007 the Browse Joint Venture lodged a requested for a
variation of the permit WA-342-P so that instead of drilling a well in Year-5
the permit would require geotechnical studies, while Year-6 of the permit would
require the drilling of a well. If such variation of the permit is granted then
Year-6 of the permit would commence on November 28, 2008.
While each of the three permits of the Browse Joint Venture have been
offered for farmout, the participants are considering how they might meet the
funding requirements for the drilling of a well or wells, should these farmout
efforts not be successful. Discussions amongst the joint venture participants
have focused on the potential 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. This special purpose
company would then seek equity funding in Australia in order to meet the
significant cost of any well or wells to be drilled in each of the permits
13
National Gas Consortium
On April 12, 2006, we completed of the acquisition of Nations Natural Gas
Pty Ltd (Nations). The acquisition of Nations was entered into on September 10,
2004 and made in order to acquire an interest in the initial four permits of the
National Gas Consortium, being permits, NT/P62, NT/P63, NT/P64 and NT/P65
("Timor Sea Permits"), located in the Australian sector of the Timor Sea,
offshore from the Northern Territory. The shareholders of Nations on August 29,
2006 have received 2,100,001 shares of common stock in AOGC and AUD$50,000 as
consideration for Nations (See Item 12 below) as follows:
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
========= ========= ======
The Timor Sea covers a huge area underlain by sedimentary basins with
potential for new hydrocarbon discoveries. The region has a long history of
exploration activity and discovery and has now become the focus for domestic and
international petroleum exploration and development activities. There have been
numerous oil and wet gas discoveries to the north west in the region of the
permits, including the Laminaria, Corallina and Bayu-Undan fields. The giant gas
fields of Greater Sunrise, Evans Shoal, Caldita and Barossa are to the north and
east of the permits. Recent Plover Formation discoveries have been made in the
Heron-2 well and the Blackwood-1well, in a permit immediately north of NT/P63
and immediately south of NT/P65.
The Timor Sea is a major emerging petroleum province, with a developing
emphasis in gas processing for the export market. Discoveries made over the past
few years are expected to lead to the area providing substantial gas production
and revenue, through value-added gas projects covering a wide spectrum of gas to
liquids processes and technologies.
On August 8, 2006, our wholly owned subsidiary, Nations, together with the
other joint venturers in the National Gas Consortium were granted petroleum
exploration permits NT/P71 and NT/P72 for an initial 6-year term. Nations now
hold a net 24% interest in these permits, following the farmout of seismic
commitments (see below). 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.
14
The National Gas Consortium now holds six permits aggregating approximately
32,255 km(2) (7,970,533 acres) namely, NT/P62, NT/P63, NT/P64, NT/P65, NT/ P71
and NT/P73, all within jurisdiction of Australia.
The Company on June 15, 2006, agreed to farmout 6% of its 30% interest in
each of the Timor Sea Permits to National Gas Australia Pty Ltd (leaving Nations
with a net 24% interest) in return for the acquisition and funding of Nations
30% share of the new Sunshine 2D seismic survey (887 kms) and Kurrajong 2D
seismic survey (3,291 km) which were acquired in November 2006. The cost of the
Company's share of the Sunshine and Kurrajong surveys has been met entirely by
NGA.
On November 16, 2007 the member 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 21, 2008.
The Timor Sea permits have been offered for farmout, with a number of
international companies presently considering the acreage. In the meantime, the
National Gas Consortium Joint Venture participants are considering how they
might meet the funding requirements for the drilling of a well or wells, should
these farmout efforts not be successful. Discussions amongst the joint venture
participants have more recently focused on the formation of a special purpose
company to be formed to acquire the National Gas Consortium Joint Venture
permits in return for a pro rata issue of shares to each of the joint venture
participants. This special purpose public company would then seek equity funding
in Australia in order to meet the significant cost of any well or wells to be
drilled in the permits
Eastern Bonaparte Basin
NT/P70 Joint Venture
On October 10, 2005, the Australian Government granted a petroleum
exploration permit, NT/P70, for an initial 6-year term. The Company initially
held a 100% interest in the permit and now holds an 80% interest as the result
of farmout (see below).
NT/P70 covers an area of 7,370 km(2) (1,821,200 acres) and is located in
the eastern Timor Sea, about 300 km north of Darwin, and 250 km northeast of the
proposed Darwin to Bayu-Undan gas pipeline. The Greater Sunrise, Evans Shoal,
Barossa and Caldita gas accumulations are located to the west and southwest of
the NT/P70 permit area.
AOGC agreed on June 15, 2006, to farmout 20% of its 100% interest in NT/P70
to NGA in return for the acquisition and funding by NGA of the new 800 line km
Crocodile 2D seismic survey, subsequently acquired in the NT/P70 permit.
The permit has been designated as a "frontier area" by the Australian
Government attracting an exploration incentive which allows immediate uplift to
150% tax deductibility on Australian Petroleum Resource Rent Tax ("PRRT") which
is only payable provided certain levels of return from production are achieved.
15
We have obtained a range of pertinent existing reports and open file
seismic data and, with this data, have mapped, interpreted and revised analyses
and concepts for the area. We presently plan to shoot 300 km(2) of 3D seismic
survey. Should we so decide, we can elect to enter the second three years of the
initial permit term and drill one exploration well and perform further
interpretational work. There have been no wells drilled in the permit.
The Warawi prospect and the Crocodile prospect are the major focus of our
work in NT/P70.
The NT/P70 permit has been offered for farmout, with a number of
international companies presently considering the acreage
NT/P73
On March 27, 2007, the Australian Government granted to our subsidiary,
Alpha, a petroleum exploration permit, NT/P73, for an initial 6-year term. The
Company holds a 100% interest in the permit. NT/P73 is located to the immediate
south west of NT/P70 and covers an area of 6,815 km(2) (1,683,300 acres). The
Barossa and Caldita gas accumulations are located to the west of the NT/P73
permit area.
In the first three years of the initial 6-year term of the NT/P73 permit we
plan to obtain existing reports and open file seismic data and, with this data,
to map, interpret and revise analyses and concepts for the area. We presently
plan to shoot 2,000 line km of 2D in the third year of the permit. Should we so
decide, we can elect to enter the second three years of the initial permit term
and drill one exploration well and perform further interpretational work. There
have been no wells drilled in the permit area.
Our work to date has focused on the Stillwater feature of the NW corner of
NT/P73
The NT/P73 permit has been offered for farmout, with a number of
international companies presently considering the acreage
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.
16
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS 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 2006 $0.16 $0.08
2nd Quarter 2006 $0.18 $0.10
3rd Quarter 2006 $0.17 $0.10
4th Quarter 2006 $0.13 $0.10
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
As at December 31, 2007, there were 4 market makers in our common stock.
As at December 31, 2007, 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:
17
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 finalised, 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.
18
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
19
(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.
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. PLAN OF OPERATION
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.
20
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.
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:
21
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.
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.
22
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 Petroleum (Submerged
Lands) Act 1967 (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.
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 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.
23
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.
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 61% of the outstanding common stock (see Item 11).
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.
24
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.
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.
Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
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
authorising 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.
25
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. We now hold a 15% interest in permits ACP/33, ACP/35 and AC/P39. We
hold an 80% interest in NT/P70 and a 100% interest in NT/P73. Through the
acquisition of Alpha, our 100% owned subsidiary, we now hold a 20% interest in
the remaining permits of the Browse Joint Venture, being permits WA-332-P,
WA-333-P and WA-342-P. As a result of the acquisition of Nations, our 100% owned
subsidiary, we now hold a 24% interest in the permits of the National Gas
Consortium, being permits NT/P62, NT/P63, NT/P64, NT/P65, NT/P71 and NT/P72.
Liquidity and Capital Resources
The following table reflects our working capital position at December 31,
2007:
Current assets $484
Current liabilities $573
Working capital $(89)
Current ratio 0.84
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. We have also relied upon
farmin from National Gas Australia Pty Ltd (also an affiliated company
associated with Mr Albers) by way of farmout to fund a significant proportion of
our 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.
26
Our cash requirements for the next 12 months to support the operations are
currently assessed to be approximately $400,000. This figure includes office
administration of $75,000, and payments of approximately $325,000 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.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements as defined in
Item 303(c) of Regulation S-B and it is not anticipated that the Company will
enter into any off-balance sheet arrangements.
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.
27
ITEM 7. FINANCIAL STATEMENTS
Our financial statements for the fiscal year ending December 31, 2007 are
attached hereto beginning on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 8A 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, 2007.
This evaluation was carried out under the supervision and with the participation
of our President and Chief Financial Officer. Based upon that evaluation, our
President and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of such date.
As used herein, "disclosure controls and procedures" means controls and
other procedures of ours that are designed to ensure that information required
to be disclosed by us in the reports we file or submit under the Securities
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports we file under the Securities Exchange Act is accumulated and
communicated to our management, including our President and Chief Financial
Officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Internal Controls
-----------------
Since the date of the evaluation described above, there were no significant
changes in our internal control or in other factors that could significantly
affect these controls, and there were no corrective actions with regard to
significant deficiencies and material weaknesses.
28
Management's Report on Internal Control over Financial Reporting
The management of Australian Oil and Gas, Inc ("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, 2007, 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, 2007.
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)
29
ITEM 8B OTHER INFORMATION
Not applicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
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 63 President, Treasurer and
Director
William Ray Hill 57 Director, Vice President
Mark Anthony Muzzin 45 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; Bass Strait Oil Company Ltd, Cue Energy Resources
Limited, Moby Oil & Gas Limited and Octanex N.L. 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.
30
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
and is a director of Goldsborough Limited, and is a director in a number of
Australian private companies. Mr Muzzin is a member of the Petroleum Exploration
Society of Australia.
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 six times during the year ended December 31,
2007. During 2007, 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 six times in 2006 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 61 (Codification of Statements on Auditing Standards, AU
Section 380), as may be modified or supplemented.
31
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-KSB for the
year ended December 31, 2007 for filing with the Securities and Exchange
Commission.
E. Geoffrey Albers
Mark A. Muzzin
W. Ray Hill
Dated: March 28, 2008
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 2480 North Tolemac Way, Prescott, Arizona 86305, United States of
America 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.
32
ITEM 10. EXECUTIVE COMPENSATION
Compensation awarded to, earned by, or paid to our sole executive officer
whose compensation exceeded $100,000.
Summary Compensation Table for 2007
Name and Principal Position Year Salary Stock Awards Total
($) ($) * ($)
--------------------------- ---- ------ ------------ --------
E.G. Albers 2007 NIL $90,000 $ 90,000
(PEO)
President and Treasurer
2006 NIL $200,000 $200,000
* 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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2007, 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) 21,900,003 61.00
William Ray Hill 100,000 0.28
Mark Anthony Muzzin 0 0
All executive officers and 22,000,003 61.28%
directors as a group (3 persons)
33
(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 35,900,531 outstanding shares of
Common Stock 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 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 12, 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 Gascorp, Alpha and Nations, transactions
were entered into, in relation to:
* 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 at
any time on or before December 31, 2007 on the basis of 12,500 shares of Common
Stock for every $1,000 Convertible Note or part thereof. Effective from April
26, 2005, Great Missenden Holdings Pty Ltd approved a further $100,000 Line of
Credit to the Company in return for the issue to Great Missenden Holdings of 100
Series II Convertible Notes of $1,000 each with an interest rate of 10% per
annum, convertible into shares of Common Stock at any time on or before 31
December, 2008 on the basis of 10,000 shares of Common Stock for every $1,000
Series II Convertible Notes or part thereof. As at December 31, 2007, an amount
of $93,000 had been drawn down pursuant to the $100,000 Line of Credit, which
were converted into these Series II Notes. A total charge of $27,722 by way of
interest on all advances from Great Missenden Holdings Pty Ltd was incurred
during the year 2007.
34
* Setright Oil & Gas Pty Ltd: Mr Albers is a director and shareholder of
Setright Oil & Gas Pty Ltd. For the year ended December 31, 2007, Setright Oil &
Gas Pty Ltd charged the Company $66,625 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.
* Vulcan Joint Venture: With regard to exploration permits ACP/33, ACP/35
and AC/P39 (Vulcan Joint Venture), Mr. Albers is a director and shareholder in
each the joint venture participants; namely National Gas Australia Pty Ltd,
National Gas Australia Pty Ltd, Natural Gas Corporation Pty Ltd and Auralandia
N.L. Expenditure incurred during this period by National Gas Australia Pty Ltd
(in which Mr Albers is the sole shareholder and sole director) in relation to
the acquisition and processing of the 124 km(2) Oliver 3D Seismic Surveys in
AC/P33 was in the order of $2,950,000. Further expenditure in the order of
$1,750,000 was incurred during this period by National Gas Australia Pty Ltd in
relation to the reprocessing of the Onnia Seismic Surveys in AC/P35 and AC/P39.
As a result of incurring these expenditures, National Gas Australia Pty Ltd has
earned a 25% interest in each of AC/P33, AC/P35 and AC/P39 (Vulcan Joint
Venture), 5% of which was earned from AOGC subsidiary, Alpha.
* Browse Joint Venture: With regard to the remaining permits of the Browse
Joint Venture (WA-332-P, WA-333-P and WA-342-P), Mr. Albers is a director and
shareholder in each of Batavia Oil & Gas Pty Ltd and Hawkestone Oil Pty Ltd. He
is a major shareholder in the parent company of Goldsborough Energy Pty Ltd. All
of these companies are the holders of the Browse Joint Venture.
* National Gas Consortium. With regard to the National Gas Consortium
(NT/P62, NT/P63, NT/P64, NT/P65, NT/P71 and NT/P72), Mr. Albers is a director
and shareholder in each of National Gas Australia Pty Ltd, National Oil & Gas
Pty Ltd, and Australian Natural Gas Pty Ltd. Expenditure incurred during this
period by National Gas Australia Pty Ltd (in which Mr Albers is the sole
shareholder and sole director) in relation to the acquisition of the 887 line km
Sunshine Seismic Survey is in the order of $850,000. Further expenditure
incurred during this period by National Gas Australia Pty Ltd in relation to the
acquisition of the 3,291 line km Kurrajong 2D Seismic Survey is in the order of
$3,000,000. As a result of incurring this expenditure, National Gas Australia
Pty Ltd has earned a 20% interest in each of NT/P62, NT/P63, NT/P64, NT/P65,
NT/P71 and NT/P72, (National Gas Consortium), of which 6% was earned from
Nations.
35
* 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 this 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.
* Acquisition of Subsidiaries
---------------------------
On April 12, 2006, AOGC completed the acquisitions of 100% of the voting
equity interests in each of Nations Natural Gas Pty Ltd (Nations) and Alpha Oil
& Natural Gas Pty Ltd (Alpha), both companies carrying on oil and gas
exploration activities offshore from Australia. Each company 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.
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 an interest in the
four permits of the National Gas Consortium, being permits, NT/P62, NT/P63,
NT/P64 and NT/P65. The shareholders of Nations have received 2,100,001 shares of
common stock in AOGC and the payment of AUD$50,000 as consideration for Nations.
The purchase of Alpha was made in order to acquire an interest in the
Browse Joint Venture, then being permits WA-332-P, WA-333-P, WA-341-P and
WA-342-P. The shareholders of Alpha have received 2,000,002 shares of common
stock in AOGC and the payment of AUD$100,000 as consideration for Alpha.
With respect to Mr M.A. Muzzin, Vice President and Director of AOGC and a
Director of its subsidiaries, Nations Natural Gas Pty Ltd and Alpha Oil &
Natural Gas Pty Ltd. Mr. Muzzin is a director of Goldsborough Energy Pty Ltd, a
subsidiary of Goldsborough Limited. Goldsborough Energy Pty Ltd holds a 10%
interest in the Browse Joint Venture.
36
PART IV
ITEM 13 EXHIBITS
EXHIBIT LIST
December 31, 2007
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).
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).
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
37
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 $20,000 and $28,244 respectively for the
fiscal years ended 2007 and 2006. 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 $12,000 was accrued at December 31, 2007 for services relating to the
audit of the Form 10-KSB annual report.
(b) Audit - Related Fees
There were no fees billed to us for the fiscal year ended December 31, 2007
for assurance and other services related to the performance of the audit or
review of our financial statements.
(c) Tax Fees
We paid $5,000 in tax fees for the fiscal year ended December 31, 2007 for
tax compliance, tax advice, and tax planning. For the year ended December 31,
2006, $3,405 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, 2007.
(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.
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 2006
and 2007 fiscal years.
38
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 2007
Audit fees 87%
Audit-related fees Nil
Tax fees 13%
All other fees Nil
39
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 28th day of March, 2008.
AUSTRALIAN OIL & GAS CORPORATION
By: /s/ E. Geoffrey Albers
-----------------------------
E. Geoffrey Albers, President
In accordance with the Exchange Act, 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 28th day of March 2008
----------------------
E. Geoffrey Albers Financial Officer and Director
/s/ Mark A Muzzin Director, Vice President 28th day of March 2008
------------------
Mark A Muzzin
/s/ W. Ray Hill Director, Vice President 28th day of March 2008
---------------
W. Ray Hill
40
FINANCIAL STATEMENTS
Table of Contents
Audit Report
Consolidated Balance sheet - as at December 31, 2007
Consolidated Statement of Operations for the twelve months ended December
31, 2007 and 2006 and for the period from inception (August 6, 2003) to
December 31, 2007.
Consolidated Statement of Changes in Stockholders' Equity And
Comprehensive Income for the period from inception (August 6, 2003) to
December 31, 2007
Consolidated Statement of Cash Flows for the twelve months ended December
31, 2007 and 2006 and for the period from inception (August 6, 2003) to
December 31, 2007.
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, 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, 2007. 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, 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, 2007 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Demetrius & Company, L.L.C.
-------------------------------
Wayne, New Jersey
March 24, 2008
F-2
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
12/31/07
--------
ASSETS $
Current assets:
Cash and cash equivalents 484
------
Total Current Assets 484
------
Total Assets 484
======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 574
Accounts payable to director related entities (Note 6) 2
Income tax expense payable 1
------
Total Current Liabilities 577
------
Non-current liabilities:
Convertible Notes (Note 5) 305
------
Total Non-current Liabilities 305
------
Total Liabilities 882
======
Stockholders' Equity
Common stock, $0.001 par value; 75,000,000 shares authorized,
37,400,531 shares issued and outstanding
as of December 31, 2007 (Note 7 & 8) 30
Capital in excess of par value 2,210
Accumulated other Comprehensive Income 224
Deficit accumulated during the exploration stage (2,862)
------
Total Stockholders' Equity (398)
------
Total Liabilities and Stockholders' Equity 484
======
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
Australian Oil & Gas Corporation
(an exploration stage enterprise)
CONSOLIDATED STATEMENT OF OPERATIONS
For the twelve months ended December 31, 2007 and
for the twelve months ended December 31, 2006 for the period from
inception (August 6, 2003) to December 31, 2007
(Dollar amounts in thousands)
For the twelve For the twelve From
months ended months ended inception to
Dec 31, 2007 Dec 31, 2006 Aug 6, 2003
$ $ $
----------- ----------- -----------
Expenses
Exploration 652 286 1,311
General and administrative 267 225 838
Merger and reorganization -- 109 249
----------- ----------- -----------
Total operating expenses 919 620 2,398
----------- ----------- -----------
Loss before other income and expense (919) (620) (2,398)
Other Income and (Expense)
Income from sale of tenement -- 1,261 1,261
Write down of investments -- -- (1,759)
Currency exchange gain/(loss) 106 (20) 86
Interest income 27 29 56
Interest expense (29) (34) (84)
----------- ----------- -----------
Profit/ (loss) before income tax (815) 616 (2,838)
Income tax provision -- 24 24
----------- ----------- -----------
Net Profit/(loss) (815) 592 (2,862)
=========== =========== ===========
Profit/(loss) per Common Share:
Net profit/(loss) $ (0.02) $ 0.02 $ (0.09)
Weighted average common share used in calculation 36,467,152 33,212,561 30,633,738
=========== =========== ===========
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, 2007
(Dollar amounts in thousands)
Common stock Capital in Comprehensive Deficit Total
excess of Income Accumulated Equity
par value during
Shares Amount development
stage
$ $ $ $ $
-------------------------------------------------------------------
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 CASH FLOWS
For the twelve months ended December 31, 2007,
For the twelve months ended December 31, 2006,
Cumulative from inception (August 6, 2003) to December 31, 2007
(Dollar amounts in thousands)
Dec 31, Dec 31, From
2007 2006 inception
$ $ $
------ ------ ------
Cash flows from operating activities:
Net profit/(loss) (815) 592 (2,862)
Adjustments to reconcile net profit/(loss) to
net cash used in operating activities:
Adjustments for non-cash items:
Compensation expense 90 200 540
Currency exchange (gain)/loss (116) 20 (96)
Write down of investment -- -- 1,759
Issuance of Convertible Note in lieu of repayment of
advances from director related entity 29 26 93
Gain on sale of tenement -- (1,261) (1,261)
Change in assets and liabilities
Increase (decrease) in accounts payable 512 (127) 576
Increase (decrease) in tax payable (34) 26 (8)
Decrease in accounts receivable 2 79 83
Decrease in exploration assets -- 7 --
------ ------ ------
Net cash used in operating activities (332) (438) (1,176)
------ ------ ------
Cash flows from financing activities:
Proceeds from the sale of Common stock - net -- -- 75
Proceeds from advance from director-related entities -- 54 315
Repayment of advance from director-related entities -- (153) (73)
------ ------ ------
Net cash (used in) provided by financing activities -- (99) 317
------ ------ ------
Cash flows from investing activities:
Proceeds from sale of tenement -- 1,261 1,261
------ ------ ------
Net cash provided investing activities -- 1,261 1,261
------ ------ ------
Increase (decrease) in cash (332) 724 402
Cash and cash equivalents at beginning of period 734 10 --
Effect of currency exchange rate fluctuations on cash held 82 -- 82
------ ------ ------
Cash and cash equivalents at end of period 484 734 484
====== ====== ======
Supplementary disclosure of non-cash financing activities.
Issuance of Stock (Note 8) 90 200 540
- Administration Fees charged by Setright Oil & Gas Pty Ltd 66 47 163
- Interest charged by Great Missenden Holdings Pty Ltd (Note 5) 29 26 88
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
Australian Oil & Gas Corporation
(an exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
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 (Note 9).
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.
* 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.
F-7
* 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-8
NOTE 3: INCOME TAXES
As of December 31, 2007 and December 31, 2006 respectively, the Company had
a U.S. Federal net operating loss carryforward of approximately $856,000 and
$457,000 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 129,200
forwards
Less : Valuation Allowance (129,200)
----------
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, 2007 and December
31, 2007, 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, 2007.
NOTE 5: RELATED PARTY TRANSACTIONS
Mr. E Geoffrey Albers is a director and shareholder of each of Great
Missenden Holdings Pty Ltd and of Setright Oil & Gas Pty Ltd. Effective from
April 4, 2005, in return for the previous advances of $212,000, the Company
issued to Great Missenden Holdings Pty Ltd 212 Series I Convertible Notes of
$1,000 each, with an interest coupon of 10% per annum, convertible into shares
of Common Stock at any time on or before December 31, 2007 on the basis of
12,500 shares of Common Stock for every $1,000 Convertible Note or part thereof.
Effective from April 26, 2005, Great Missenden Holdings Pty Ltd approved a
further $100,000 Line of Credit to the Company in return for the issue to Great
Missenden Holdings of 100 Series II Convertible Notes of $1,000 each with an
interest rate of 10% per annum, convertible into shares of Common Stock at any
time on or before December 31, 2008 on the basis of 10,000 shares of Common
Stock for every $1,000 Series II Convertible Notes or part thereof. As at
December 31, 2007, an amount of $93,000 had been drawn down pursuant to the
$100,000 Line of Credit, which was converted into these Series II Convertible
Notes. A total charge of $28,722 by way of interest on all advances from Great
Missenden Holdings Pty Ltd was incurred 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.
On April 12, 2006, AOGC completed the acquisitions of 100% of the voting
equity interests in each of Nations Natural Gas Pty Ltd (Nations) and Alpha Oil
& Natural Gas Pty Ltd (Alpha), both companies carrying on oil and gas
exploration activities offshore from Australia. Each company is incorporated in
Australia. A director of AOGC, Mr. E. Geoffrey Albers, is a director and or
shareholder of each of the sellers of shares in Nations and Alpha. Nations was
acquired at a cost of $267,000 and Alpha was acquired at a cost of $293,000.
With respect to the acquisition of Nations, the purchase price was
satisfied by the issue of 2,100,001 shares of common stock with a fair market
value at the date of the acquisition of $231,000, together with a cash payment
of $36,000.
F-9
With respect to the acquisition of Alpha, the purchase price was satisfied
by the issue of 2,000,002 shares of common stock with a fair market value at the
date of acquisition of $220,000, together with a cash payment of $73,000.
Mr. E. Geoffrey Albers is a director and or a shareholder of each of the
companies that sold the shares in Nations and Alpha to AOGC. Mr. E. Geoffrey
Albers had beneficial ownership percentages of 99.8% in Alpha and 98.8% in
Nations prior to the acquisition by AOGC and had a beneficial ownership
percentage of 53% in AOGC prior to the completion of the acquisitions and had a
beneficial ownership percentage of 59.22% after the completion of the
acquisitions in April 2006.
Due to the common ownership, outlined above, by Mr. E. Geoffrey Albers of
AOGC, Alpha and Nations, the acquisitions are deemed to be a transfers of
interests under common control with AOGC for the purposes of SFAS No, 141
entitled "Business Combinations". The transfers haves been accounted for using a
method similar to pooling of interests whereby the assets and the liabilities of
AOGC, Alpha and Nations have been combined at their respective carrying values
The purchase of Nations was made in order to acquire an interest in the
four permits of the National Gas Consortium, being permits, NT/P62, NT/P63,
NT/P64 and NT/P65. The shareholders of Nations have received 2,100,001 shares of
common stock in AOGC and the payment of AUD$50,000 as consideration for Nations.
The purchase of Alpha was made in order to acquire an interest in the
Browse Joint Venture, then being permits, WA-332-P, WA-333-P, WA-341-P and
WA-342-P. The shareholders of Alpha have received 2,000,002 shares of common
stock in AOGC and the payment of AUD$100,000.
Mr. Albers is a director and shareholder in the joint venture participants
with 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.
With regard to the Browse Joint Venture, Mr. Albers is a director and
shareholder in each of Batavia Oil & Gas Pty Ltd and 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 is a director of Goldsborough Energy Pty Ltd, a
subsidiary of Goldsborough Limited.
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.
Expenditure incurred by National Gas Australia Pty Ltd has resulted in,
National Gas Australia Pty Ltd earning a 20% interest in each of NT/P62, NT/P63,
NT/P64, NT/P65, NT/P71 and NT/P72, (National Gas Consortium), of which 6% was
earned from Nations.
As a result of incurring expenditures, National Gas Australia Pty Ltd has
earned a 25% interest in each of AC/P33, AC/P35 and AC/P39 (Vulcan Joint
Venture), 5% of which was earned from AOGC subsidiary, Alpha.
Mr Albers is a director and shareholder of Setright Oil & Gas Pty Ltd. For
the year ended December 31, 2007, and the year ended December 31, 2006,
respectively, Setright Oil & Gas Pty Ltd charged the Company $65,625 and $47,485
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, 2007, the Company recorded a liability to Setright Oil &
Gas Pty Ltd of $2,390.
F-10
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.
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.
NOTE 8: COMMON STOCK ISSUED TO EG ALBERS
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 Form10-KSB.
o For reporting purposes, Common Stock on Issue of 37,400,528 as of
December 31, 2007 includes 1,500,000 shares awarded to Mr. E. Geoffrey
Albers as compensation for the year ended December 31, 2007.
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 $223,534
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.
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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.
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