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CRGC > SEC Filings for CRGC > Form 10-Q on 14-Nov-2012All Recent SEC Filings

Show all filings for CONTINENTAL RESOURCES GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for CONTINENTAL RESOURCES GROUP, INC.


14-Nov-2012

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

All written forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

The safe harbors of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us.

OVERVIEW

Continental Resources Group, Inc. ("we" or the "Company") formerly American Energy Fields, Inc. was incorporated as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties. On December 21, 2009, we had filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to "American Energy Fields, Inc.", change our authorized capital to 200,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share and create "blank check" preferred stock. On June 28, 2011, the Company changed its name to Continental Resources Group, Inc. from American Energy Fields, Inc.

On December 24, 2009, we had entered into a share exchange agreement with Green Energy Fields, Inc., a privately-held Nevada corporation ("Green Energy") and the shareholders of Green Energy, which had caused Green Energy to become our wholly-owned subsidiary. Green Energy was formed on November 23, 2009.

On July 22, 2011, the Company, Pershing Gold Ltd ("Pershing") and Continental Resources Acquisition Sub, Inc., Pershing's wholly owned subsidiary ("Acquisition Sub"), had entered into an asset purchase agreement the ("Agreement") pursuant to which Acquisition Sub purchased substantially all of the assets of the Company (the "Asset Sale") in consideration for (i) shares of Pershing's common stock (the "Shares") which was equal to eight (8) Shares for every ten (10) shares of the Company's common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company's common stock such that Pershing delivered to the holders of the Company's warrants, warrants to purchase shares of Pershing's common stock (the "Warrants") which was equal to one Warrant to purchase eight (8) shares of Pershing's common stock for every warrant to purchase ten (10) shares the Company's common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company's 2010 Equity Incentive Plan and all options granted and issued thereunder such that Pershing delivered to the Company's option holders, options (the "Options") to purchase an aggregate of such number of shares of Pershing's common stock issuable under Pershing's equity incentive plan which was equal to one option to purchase eight (8) shares of Pershing's common stock for every option to purchase ten (10) shares of the Company's common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options was determined and certified by an officer of Pershing. Upon the closing of the Asset Sale, Acquisition Sub had assumed certain liabilities of the Company. The Asset Sale is intended to be tax-free for federal income tax purposes and constitutes a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


Under the terms of the Agreement, Pershing had purchased from the Company substantially all of the Company's assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company's former wholly-owned subsidiaries (Green Energy Fields, Inc., and ND Energy, Inc.). After giving effect to the foregoing, Pershing had issued 76,095,214 shares of its common stock, 41,566,999 of its stock warrants, and 2,248,000 of its stock options following the transaction. Consequently, the issuance of 76,095,214 shares of Pershing's common stock accounted for approximately 67% of the total issued and outstanding stocks of Pershing as of July 22, 2011 and we had become the Parent Company of Pershing.

Under the terms of the Agreement Pershing acquired from the Company:

(i) state leases and federal unpatented mining claims and other rights to exploration, as owned as of the date hereof; all stock in subsidiaries, membership, joint venture, partnership and similar interests and claims, all royalty rights and claims, and all deposits, prepayments and refunds;

(ii) all contracts;

(iii) all cash and cash equivalents;

(iv) all accounts or notes receivable held by the Company;

(v) all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, price lists, distribution lists, supplier lists, sales material and records;

(vi) all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers and other tangible personal property;

(vii) all rights, claims and causes of action against third parties resulting from or relating to the operation of the Company's business and the assets purchased under the Agreement prior to the date of closing, including without limitation, any rights, claims and causes of actions arising under warranties from vendors, patent or trademark infringement claims, insurance and other third parties and the proceeds thereof; and

(viii) all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions

A majority of the stockholders of the Company approved the Agreement by written consent on or about July 21, 2011. There can be no assurance that the transaction will be tax free to any particular stockholder or the ability or timing of receipt of all approvals necessary to liquidate. The Agreement constitutes a plan of reorganization within the meaning of Treasury Regulations
Section 1.368-2(g) and constitutes a plan of liquidation of the Company. The Company was expected to liquidate on or prior to July 1, 2012 however, the registration statement filed by Pershing has not been declared effective and as a result, the Company was unable to liquidate prior to July 2012. On August 15, 2012, the Company entered into an Amendment No. 1 to Asset Purchase Agreement with Pershing and Acquisition Sub whereby the parties agreed to amend the Asset Purchase Agreement dated as of July 22, 2011, to remove the liquidated damages provision associated with the registration rights obligations by Pershing. Once Pershing's registration statement is declared effective, the Company will distribute the registered shares to our shareholders as part of its liquidation.

In February 2012, Pershing issued shares of its common stock resulting in the reduction of our ownership interest below 50%. Accordingly, we no longer have a controlling financial interest in Pershing. Effective February 9, 2012, our ownership interest was reduced to 48.5% and, as of September 30, 2012, our ownership was further reduced to 29.65%. Consequently, we were required to deconsolidate Pershing in accordance with ASC 810-10-40 "Deconsolidation of a Subsidiary" and recorded our retained non-controlling investment in Pershing at fair value at the date of deconsolidation. We have determined that the fair value of the retained non-controlling investment in the former subsidiary is the difference between Pershing's net assets and non-controlling interest on the date of deconsolidation and thus, we did not record any gain or loss from deconsolidation. After the deconsolidation, as of September 30, 2012, we owned 29.65% of Pershing and accounted such investment under the equity method. As a result, the unaudited consolidated financial statements included the accounts of the Company and its former subsidiary, Pershing, from July 22, 2011 until February 8, 2012.

Our principal executive offices are located at 3266 W. Galveston Drive, Suite 101 Apache Junction, Arizona 95120. Our telephone number is 480-288-6530.


Critical Accounting Policies and Estimates

The 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 of America. 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. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The unaudited consolidated financial statements included the accounts and operating results of the Company and its former subsidiary, Pershing, until February 8, 2012. In the preparation of the unaudited consolidated financial statements of the Company, intercompany transactions and balances were eliminated and net earnings were reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates made by management included, but were not limited to, the useful life of property and equipment, the assumptions used to calculate stock-based compensation, derivative liability, and debt discount, capitalized mineral rights, asset valuations, and common stock issued for services.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Property and Equipment

Property and equipment were carried at cost. The cost of repairs and maintenance was expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation was calculated on a straight-line basis over the estimated useful life of the assets, generally three to twenty five years.


Mineral Property Acquisition and Exploration Costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

ASC 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, our direct costs to acquire mineral rights were initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. If proven and probable reserves are established for the property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, "Impairment or Disposal of Long-Lived Assets". We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.

Equity Method Investment

We have accounted for the investments in accordance with ASC 970-323 as an equity method investment. Investments in less than 50% interest in the voting securities of the investee company in which we have significant influence are accounted for using the equity method of accounting. Investment in equity investee is increased by additional investments and earnings and decreased by dividends and losses. We review such Investment in equity investee for impairment whenever events and circumstances indicate a decline in the recoverability of its carrying value.

Recent Accounting Pronouncements

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.


RESULTS OF OPERATIONS

Our business began on November 23, 2009. We are still in our exploration stage and have generated no revenues to date. As a result of the deconsolidation of Pershing on February 9, 2012, the unaudited consolidated financial statements included the accounts of the Company and our former subsidiary, Pershing, from July 22, 2011 until February 8, 2012.

Three and nine months ended September 30, 2012 compared to three and nine months ended September 30, 2011

We incurred operating expenses of approximately $2.3 million for the nine months ended September 30, 2012 as compared to $13.6 million for the nine months ended September 30, 2011. We incurred operating expenses of approximately $41,000 for the three months ended September 30, 2012 as compared to $5.6 million for the three months ended September 30, 2011. The overall decrease of approximately $11.3 million in operating expenses is primarily attributable to the impairment of mining rights of approximately $459,000 and impairment of goodwill of $3.1 million during the prior period as compared to none during the nine months ended September 30, 2012. Further, the decrease in operating expenses for the nine months period ended September 30, 2012 includes a decrease in consulting expense of approximately $6 million primarily related to financing and investor relations matters and a decrease of approximately $712,000 of general and administrative expense due to the decrease in operations. The overall decrease of approximately $5.5 million in operating expenses during the three months ended September 30, 2012 is primarily attributable to a decrease in consulting expense of approximately $3.5 million primarily related to financing and investor relations services and decrease in exploration cost of approximately $926,000. Our operating expenses during the three and nine months ended September 30, 2012, includes operating expenses incurred by Pershing from January 1, 2012 to February 8, 2012 thus we expect operating expenses to decrease for the remainder of our current fiscal year due to the deconsolidation of our former subsidiary, Pershing, on February 9, 2012.

Operating Loss from Continuing Operations

We reported operating loss from continuing operations of approximately $2.3 million for the nine months ended September 30, 2012, as compared to operating loss from continuing operations of $13.6 million for the nine months ended September 30, 2011. We reported operating loss from continuing operations of approximately $41,000 for the three months ended September 30, 2012, as compared to operating loss from continuing operations of approximately $5.6 million for the three months ended September 30, 2011.

Other Income (Expenses)

Total other expense was approximately $8.5 million and $9.9 million for the nine
months ended September 30, 2012 and 2011, respectively. Total other expense was
$0 for the three months ended September 30, 2012 and was approximately $9.9
million for the three months ended September 30, 2011. The increase (decrease)
is primarily attributable to:

?        Approximately $406,000 and $1.7 million in interest expense
         for the nine months ended September 30, 2012 and 2011,
         respectively. Such decrease is primarily attributable to the
         amortization of debt discounts and deferred financing cost on
         promissory notes of $1.2 million and interest on notes payable
         and convertible promissory notes issued by our former majority
         owned subsidiary, Pershing.




?        An increase of $8,096,745 share of loss of equity method
         investee for the nine months ended September 30, 2012.
         Effective February 9, 2012, our ownership interest in Pershing
         was reduced to 48.5% and has further decreased to 29.65% as of
         September 30, 2012. Consequently, on February 9, 2012 we were
         required to deconsolidate Pershing. After the deconsolidation,
         as of September 30, 2012, we owned 29.65% of Pershing and
         accounted such investment under the equity method.



?        A net decrease of $3,510,601 related to derivative expense and
         the change in fair value of derivative liability for the three
         and nine months ended September 30, 2011. We did not have a
         comparable expense for the three and nine months ended
         September 30, 2012.



?        A decrease of $4,761,500 settlement expense for the three and
         nine months ended September 30, 2011. We did not have a
         comparable expense for the three and nine months ended
         September 30, 2012.


Discontinued Operations

In September 2011, our majority owned subsidiary, Pershing, decided to discontinue its sports and entertainment business. As a result, Pershing will no longer be engaged in or pursue agreements with artists or athletes for sports and entertainment promotion and events, and will focus its activities exclusively on its new business segment, gold exploration as a junior exploration company. On September 1, 2011, Pershing disposed its Empire Sports & Entertainment Co. ("Empire") subsidiary pursuant to a Stock Purchase Agreement (the "SPA") by and between Pershing, Empire and Concert International Inc. ("CII").

The following table sets forth for the period from January 1, 2012 to February 8, 2012 (the date of deconsolidation), indicated selected financial data of Pershing's discontinued operations of its sports and entertainment business.

                                              September 30,
                                                  2012

Operating and other non-operating expenses   $       (56,873 )

Loss from discontinued operations            $       (56,873 )

Net loss

We reported a net loss attributable to Continental Resources Group, Inc. of approximately $9.6 million for the nine months ended September 30, 2012, as compared to $18.1 for the nine months ended September 30, 2011. We reported net loss attributable to non-controlling interest of approximately $1.2 million and $6.4 million during the nine months ended September 30, 2012 and 2011, respectively. We reported a net loss attributable to Continental Resources Group, Inc. of approximately $41,000 for the three months ended September 30, 2012, as compared to $10.8 million for the three months ended September 30, 2011. We reported net loss attributable to non-controlling interest of $0 and $5.7 million during the three months ended September 30, 2012 and 2011, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At September 30, 2012, we had a cash balance of $0 and working capital deficit of $25,685. We have been funding our operations through advances from our former subsidiary, Pershing. Our balance sheet at September 30, 2012 reflected accounts payable and accrued liabilities of approximately $41,000.

Our consolidated financial statements from inception (November 23, 2009) through September 30, 2012 reported no revenues which is not sufficient to fund our operating expenses. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations for 12 months. We presently have no other alternative source of working capital. We do not have revenues to support our daily operations. We have raised significant additional capital to fund our future operating expenses, pay our obligations, and grow our Company. We do not anticipate we will be profitable in 2012 and 2013. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.


Operating activities

Net cash flows used in operating activities for the for the nine months ended September 30, 2012 amounted to $1,705,444 and was primarily attributable to our net loss attributable to Continental Resources Group, Inc. of $9,625,867, offset by depreciation of $80,518, amortization of debt discount and deferred financing cost of $335,794, stock-based compensation of $301,563, share of loss of equity method investee of $8,096,745, total changes in assets and liabilities of $345,641 and add back non-controlling interest of $1,239,838. This change in assets and liabilities is primarily attributable to an increase in prepaid expenses of $92,404, accounts payable and accrued liabilities of $277,087 offset by decrease in other receivables of $99,908 and deposits of $61,050.

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