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AKVA.OB > SEC Filings for AKVA.OB > Form 10-K/A on 8-Jan-2009All Recent SEC Filings

Show all filings for ARKANOVA ENERGY CORP. | Request a Trial to NEW EDGAR Online Pro

Form 10-K/A for ARKANOVA ENERGY CORP.


8-Jan-2009

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Results of Operations for the Year Ended September 30, 2008

Year Ended September 30, 2008 Summary

The following summary of our results of operations should be read in conjunction
with our audited consolidated financial statements for the year ended September
30, 2008 which are included herein:

           September 30,     September 30,     Percentage
               2008              2007          Increase/
                                               (Decrease)
Revenue  $             -   $             -              -
Expenses       1,490,329         1,436,761          3.73%
Net Loss $    (1,751,656 ) $    (1,498,975 )       16.86%


Revenues

During the year ended September 30, 2008, we were an exploration stage company that had not earned any revenues. Subsequent to the closing of a stock purchase agreement on October 3, 2008, which is described under the heading "PROPERTIES - Montana Properties", we became a junior producing oil and gas company. As the acquisition occurred after our year end, none of the financial statements included herein contain information related to the acquisition.

Expenses

Total expenses increased during the year ended September 30, 2008 to $1,490,329 as compared to $1,436,761 during the year ended September 30, 2007. The increase is related to legal fees that were mainly associated with the acquisition of the Montana properties.

Liquidity and Capital Resources

Working Capital

                               At September 30,     At September 30,     Percentage
                                     2008                 2007           Increase/
                                                                         (Decrease)
Current assets               $          187,482   $        2,729,002       (93.13)%
Current liabilities                  11,038,424               76,849      14263.78%
Working capital (deficiency) $     ($10,850,942 ) $        2,652,153        509.14%

We had cash and cash equivalents of $464 and a working capital deficit of $10,850,942 as of September 30, 2008 compared to cash and cash equivalents of $2,658,869 and working capital of $2,652,153 for the year ended September 30, 2007. We anticipate that we will require approximately $14,400,000 for operating expenses during the next twelve months as set out below.

              Estimated Expenses for the Next Twelve Month Period
         Lease Acquisition Costs                           $   5,600,000
         Exploration & Operating Costs
                      Drilling Costs                       $   6,000,000
                      Seismic Costs                        $   1,200,000
                      Employee and Consultant Compensation $     900,000
                      Professional Fees                    $     250,000
                      General and Administrative Expenses  $     300,000
         Total                                             $  14,250,000

Our company's principal cash requirements are for exploration expenses which we anticipate will rise as we proceed to determine the feasibility of developing our current or future property interests.

As of September 30, 2008, we had minimal cash and a working capital deficit of $10,850,942. On July 14, 2008, our company received $375,000 as a result of issuing a promissory note which is unsecured, accrues interest at 10% per annum and is due on July 13, 2009.

On March 19, 2008, we completed the sale of a $500,000 debenture to the John Thomas Bridge & Opportunity Fund. The debenture bears interest at a rate of 10% per annum and is due and payable on the earlier of (i) one year from the issuance date, (ii) upon a change of control of our company, or (iii) upon closing of a subsequent financing or series of financings with gross proceeds of $1,000,000 received by our company. Upon any event of default, the debenture is convertible at the option of the holder into shares of our common stock at a conversion price of $0.25 per share, subject to adjustment for lower priced securities issuances. We also issued the investor a warrant to purchase 250,000 shares of our common stock at a price of $0.65 per share, exercisable for a period of five years. The exercise price of the warrant is adjustable in the event of lower priced securities issuances. We paid a fee of $40,000 in connection with the sale of the debenture and the warrant.


On April 17, 2008, we received $300,000 and issued a promissory note. Under the terms of the promissory note, the amount is unsecured, accrues interest at 10% per annum, and is due on April 16, 2009. At September 30, 2008, accrued interest of $13,726 has been recorded.

On May 29, 2008, we received $300,000 and issued a promissory note. Under the terms of the promissory note, the amount is unsecured, accrues interest at 10% per annum, and is due on May 28, 2009. At September 30, 2008, accrued interest of $10,274 has been recorded.

On July 14, 2008, we received $375,000 and issued a promissory note. Under the terms of the promissory note, the amount is unsecured, accrues interest at 10% per annum, and is due on July 13, 2009. At September 30, 2008, accrued interest of $8,014 has been recorded.

On September 3, 2008, Acquisition Corp. entered into a note purchase agreement for $9,000,000. Under the terms of the agreement, the amount is secured, accrues interest at 8% per annum and is due on September 3, 2009. At September 30, 2008, accrued interest of $53,260 has been recorded. The promissory note is secured by a pledge of 1,000 shares of the outstanding shares of the common stock of Prism Corporation, an Oklahoma corporation acquired by Acquisition Corp. on October 3, 2008. As further security for payment of the indebtedness evidenced by the promissory note, we agreed to guarantee the payment of the promissory note and the performance of obligations of Acquisition Corp under the agreement. In addition, we will deliver at the time of payment in full of the outstanding principal and interest on the promissory note and at the election of the investor, either (i) cash in an amount equal to five percent (5%) of then principal balance of the promissory note; or (ii) such number of shares of the common stock of Acquisition Corp. as will be determined by dividing an amount equal to five percent (5%) of the then principal balance of the promissory note by $0.50. We recorded a debt discount of $450,000 associated with the 5% inducement on the $9,000,000 note payable. This debt discount will be amortized over the maturity term of 1 year using the effective interest method. During the year ended September 30, 2008, we recognized $35,257 of interest expense associated with this debt discount.

Our company's cash and cash equivalents will not be sufficient to meet our working capital requirements for the next twelve month period. We estimate that we will require approximately $14,400,000 over the next twelve month period to fund our plan of operations. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful exploration of our property interests, the identification of reserves sufficient enough to warrant development, successful development of our property interests and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements for the period ended September 30, 2008, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Lease Acquisition Costs

We have recorded 31,258 oil and gas lease acreage of the approximately 50,000 acres in the Phillips, Monroe and Desha counties in Arkansas that we intend to acquire. We anticipate approximately $5,600,000 to be the amount to acquire the balance of this acreage during the next twelve month period.

Drilling and Seismic Costs

We estimate that our exploration costs on our property interests will be approximately $1,200,000 during the next twelve months, which will include drilling and, if warranted, completion costs for two vertical or horizontal


exploratory wells, as well as acquiring 2D and, if necessary, 3D seismic on our property interests. Under the terms of our Acquisition and Development Agreement, we are required to commence drilling of our first well within six months, and are required to drill five additional wells within twenty-four months of the date on which we make the last of the lease bonus payments under the agreement. We expect that the total cost of the additional wells which we plan to drill in the next 12 months will be $6,000,000 exclusive of completion and hook-up costs. The increased per well cost reflects a horizontal component. We may require additional capital in the event we complete some or all of these wells. We will need to obtain additional equity funding, and possibly additional debt funding as well, in order to be able to obtain these funds. Alternatively, we may be required to farmout a working interest in some of our acreage to a third party. There is no guarantee that we will be able to raise sufficient additional capital or alternatively that we will be able to negotiate a farmout arrangement on terms acceptable to us.

Estimated Timeline of Exploration Activity on Property

Date Objective
March, 2009 Commence Seismic Program
April, 2009 Re-enter and deepen Griffin well in Arkansas if seismic warrants June, 2009 Commence drilling 2nd well in Arkansas based on seismic information

Employee and Consultant Compensation

Given the early stage of our development and exploration properties, we intend to continue to outsource our professional and personnel requirements by retaining consultants on an as needed basis. We estimate that our consultant and related professional compensation expenses for the next twelve month period will be approximately $900,000. As of September 30, 2008, Pierre Mulacek and Reginald Denny were our employees. We agreed to pay Mr. Mulacek an annual salary of $120,000 and Mr. Denny an annual salary of $85,000. On October 20, 2008, we entered into an executive employment agreement with Garrett A. Cook to appoint Mr. Cook as chief operations officer of our company. Pursuant to the terms of the agreement, we have agreed to pay Mr. Cook an annual salary of $120,000 plus a discretionary performance based bonus as determined by our board of directors.

Professional Fees

We expect to incur on-going legal, accounting and audit expenses to comply with our reporting responsibilities as a public company under the United States Securities Exchange Act of 1934, as amended, in addition to general legal fees for oil and gas and general corporate matters. We estimate our legal and accounting expenses for the next twelve months to be approximately $250,000.

General and Administrative Expenses

We anticipate spending $300,000 on general and administrative costs in the next twelve month period. These costs primarily consist of expenses such as lease payments, office supplies, insurance, travel, office expenses, etc.

Cash Used In Operating Activities

Cash was used in operating activities in the amount of $875,700 during the year ended September 30, 2008. Cash used in operating activities was funded by cash from debt financing.

Cash From Investing Activities

Cash was used in investing activities in the amount of $12,358,473 during the year ended September 30, 2008.

Cash from Financing Activities

We received net cash from financing activities in the amount of $10,575,768 during the year ended September 30, 2008.

Capital Expenditures

Other than as set out below, and as of September 30, 2008, our company did not have any material commitments for capital expenditures.


On May 21, 2007, our company entered into an agreement with David Griffin with respect to the Option to Purchase and Royalty Agreement. Under the agreement dated May 21, 2007, we modified the method of the payment to exercise the option. Under the Option to Purchase and Royalty Agreement, to exercise the option, we are required to pay the option payment, which is a cash fee of $275 per net mineral acre for total consideration of $3,897,467.75. Under the agreement dated May 21, 2007, to exercise the option, we can elect to pay the option payment with shares of our common stock at a price of $1.25 per share for a total of 3,117,974 shares.

On May 21, 2007, our company entered into another agreement with David Griffin with respect to the Acquisition and Development Agreement. Under the agreement dated May 21, 2007, we modified the method of the payment due under the Acquisition and Development Agreement. Under the agreement dated May 21, 2007, following the payment by our company to David Griffin of a sum of $1,000,000 on account of monies due to David Griffin and his affiliates and related parties, we can elect to pay any further payments due under the Acquisition and Development Agreement with shares of our common stock at a price of $1.25 per share.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended September 30, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations or for our entry into the petroleum exploration and development industry. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.


Oil and Gas Properties

We utilize the full-cost method of accounting for petroleum and natural gas properties. Under this method, we capitalize all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. As of September 30, 2008, we had no properties with proven reserves. When we obtain proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Our company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment we consider factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. As of September 30, 2008, no impairment has occurred.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows.

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