UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark One)
X .
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2009
.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 333-140024
Ring Energy, Inc.
(Exact name of Registrant as specified in its charter)
NEVADA | 90-0406406 |
State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification No. |
18 ½ East State Street, Suite 202, Redlands, CA | 92373 |
(Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number, including area code: (909) 798-8394
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. X .
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X . No . (2) Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | . | Accelerated Filer | . |
Non-Accelerated Filer | . | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
.
As of March 31, 2009, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $10,344,600 computed by reference to the average bid and asked price of the Common Stock. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. Such determination should not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.
At December 23, 2009, there were 3,548,200 shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
2
EXPLANATORY NOTE
This Amendment No. 1 to the annual report of Ring Energy, Inc. on Form 10-K/A for the year ended September 30, 2009, amends the items as set forth below.
Item 8, FINANCIAL STATEMENTS, has been revised to include clarifications to the notes to our financial statements for the year ended September 30, 2009, which are included after the signature page of this amended report. The “going concern” paragraph previously included in the notes to the financial statements has been removed. In addition, the “Organization” and “Business Condition” paragraphs of Note 1: Organization and Summary of Significant Accounting Policies, of our financial statements have been revised to eliminate the reference to pre-exploration stage and to designate the company as development stage.
Item 9A(T), CONTROLS AND PROCEDURES, has been revised to include the assessment by management of internal control over financial reporting as of September 30, 2009. In addition the certification of our Principal Executive Officer and our Principal Financial Officer under Item 601(b)(31) of Regulation S-K has been revised and is included as an exhibit to this amended report.
This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended September 30, 2009, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on December 29, 2009.
3
ITEM 8. FINANCIAL STATEMENTS
The financial statements required by this item are included immediately following the signature page of this report.
ITEM 9A(T). CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our principal executive and financial officer, Robert “Steve” Owens, conduced an evaluation, as of the end of the period covered by this report, of whether our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) were (1) effective to ensure that information required to be disclosed by us in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (2) designed to ensure that information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our principal executive officer and principal financial officer, as appropriated, to allow timely decisions regarding required disclosure. Based upon this evaluation, Mr. Owens concluded that, as of September 30, 2009, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act was complete. We have determined that we omitted Management’s Report on Internal Control over Financial Reporting required by Item 308T of Regulation S-K from Item 9A – Controls and Procedures.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed our internal control over financial reporting as of September 30, 2009, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on this assessment of the effectiveness of our internal control over financial reporting, management concluded that our internal control over financial reporting was effective, as of September 30, 2009.
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.
4
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
The following exhibits are included with this report:
Item 31.1
Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer
5
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ring Energy, Inc.
Date: April 9, 2010
By: /s/ Robert “Steve” Owens
Robert “Steve” Owens, President
6
RING ENERGY, INC.
FINANCIAL STATEMENTS
WITH
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
F-1
RING ENERGY, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
| F-3 |
|
|
|
Financial Statements |
|
|
|
|
|
Balance Sheets as of September 30, 2009 and 2008 |
| F-4 |
|
|
|
Statements of Operations and Other Comprehensive Loss for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009 |
| F-5 |
|
|
|
Statements of Stockholders' Equity from Inception of Development Stage July 30, 2004) through September 30, 2009 |
| F-6 |
|
|
|
Statements of Cash Flows for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009 |
| F-7 |
|
|
|
Notes to Financial Statements |
| F-9 |
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
RING ENERGY, Inc
We have audited the accompanying balance sheets of RING ENERGY, Inc as of September 30, 2009 and 2008, and the related statements of operations and other comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended September 30, 2009 and for the period from inception (July 30, 2004) to September 30, 2009. RING ENERGY, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of RING ENERGY, Inc as of September 30, 2007 were audited by other auditors whose report dated November 26, 2007, on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company's ability to continue as a going concern.
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 statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of RING ENERGY, Inc as of September 30, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2009, and the period from inception (July 30, 2004) to September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
/s/ Haynie & Company
Littleton, CO
December 23, 2009
F-3
Ring Energy, Inc. | ||||
(formerly Transglobal Mining Corp.) | ||||
(a development stage entity) | ||||
Balance Sheets | ||||
|
|
|
|
|
|
| September 30, | ||
|
| 2009 |
| 2008 |
Assets: |
|
|
|
|
Current Assets: |
|
|
|
|
Cash and cash equivalents | $ | 1,050,915 | $ | 87,296 |
Deposits |
| 1,884 |
| - |
Prepaid expenses |
| 1,405 |
| 57,228 |
Total Current Assets |
| 1,054,204 |
| 144,524 |
|
|
|
|
|
Office Furniture (net) |
| 7,293 |
| - |
|
|
|
|
|
Oil and Gas Interest (net) |
| 25,780 |
| - |
|
|
|
|
|
Other Assets: |
|
|
|
|
Available-for-sale securities |
| - |
| 1,249,614 |
Total Other Assets |
| - |
| 1,249,614 |
|
|
|
|
|
Total Assets | $ | 1,087,277 | $ | 1,394,138 |
|
|
|
|
|
Liabilities and Stockholders' Equity: |
|
|
|
|
Current Liabilities: |
|
|
|
|
Accounts payable and accrued liabilities | $ | 136 | $ | 941 |
Oil and gas drilling and operating costs payable |
| 27,613 |
| - |
Total Current Liabilities |
| 27,749 |
| 941 |
Total Liabilities |
| 27,749 |
| 941 |
|
|
|
|
|
Stockholders' Equity: |
|
|
|
|
Common Stock, $0.001 par value, 75,000,000 shares |
|
|
|
|
authorized, 3,548,200 shares and 3,541,217 shares |
|
|
|
|
issued and outstanding at September 30, 2009 and |
|
|
|
|
2008, respectively |
| 3,548 |
| 3,541 |
Paid-in capital |
| 1,671,741 |
| 1,671,748 |
Accumulated other comprehensive loss |
| - |
| (386) |
Deficit accumulated during the development stage |
| (615,761) |
| (281,706) |
Total Stockholders' Equity |
| 1,059,528 |
| 1,393,197 |
|
|
|
|
|
Total Liabilities and Stockholders' Equity | $ | 1,087,277 | $ | 1,394,138 |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | ||||
F-4
Ring Energy, Inc. | ||||||
(formerly Transglobal Mining Corp.) | ||||||
(a development stage entity) | ||||||
Statements of Operations and Other Comprehensive Loss | ||||||
| ||||||
|
|
|
|
|
| Inception of |
|
|
|
|
|
| Development |
|
|
|
|
|
| Stage (July 30, |
|
| For the Year Ended |
| 2004) through | ||
|
| September 30, |
| September 30, | ||
|
| 2009 |
| 2008 |
| 2009 |
Revenue | $ | - | $ | - | $ | - |
|
|
|
|
|
|
|
General and Administrative Expenses: |
|
|
|
|
|
|
Accounting and legal |
| 46,078 |
| 38,868 |
| 124,563 |
Advertising and promotion |
| - |
| - |
| 49,614 |
Consulting |
| 51,428 |
| 68,572 |
| 120,000 |
Management and director fees |
| 3,000 |
| - |
| 29,400 |
Transfer agent and filing |
| 5,452 |
| 11,153 |
| 22,669 |
Rent |
| 12,000 |
| 3,500 |
| 15,500 |
Depreciation |
| 1,099 |
| - |
| 1,099 |
Other |
| 3,940 |
| 1,667 |
| 37,774 |
Total General Administrative Expenses |
| 122,997 |
| 123,760 |
| 400,619 |
Loss From Operations |
| (122,997) |
| (123,760) |
| (400,619) |
|
|
|
|
|
|
|
Other Income and (Expense): |
|
|
|
|
|
|
Dividend and interest Income |
| 30,802 |
| 1,137 |
| 31,939 |
Interest expense |
| - |
| (1,455) |
| (5,221) |
Loss on impairment |
| (241,860) |
| - |
| (241,860) |
Total Other Income and (Expense) |
| (211,058) |
| (318) |
| (215,142) |
|
|
|
|
|
|
|
Loss Before Income Taxes |
| (334,055) |
| (124,078) |
| (615,761) |
Income tax benefit (expense) |
| - |
| - |
| - |
Net Loss Before Other Comprehensive Loss |
| (334,055) |
| (124,078) |
| (615,761) |
|
|
|
|
|
|
|
Other Comprehensive Loss: |
|
|
|
|
|
|
Unrealized loss on available-for-sale securities |
| - |
| (386) |
| - |
|
|
|
|
|
|
|
Net Loss Applicable to Common Stockholders | $ | (334,055) | $ | (124,464) | $ | (615,761) |
|
|
|
|
|
|
|
Net loss per basic and diluted common share | $ | (0.09) | $ | (0.04) |
|
|
Average number of common |
|
|
|
|
|
|
shares outstanding |
| 3,547,664 |
| 3,224,310 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | ||||||
F-5
Ring Energy, Inc. | |||||||||||
(formerly Transglobal Mining Corp.) | |||||||||||
(a development stage entity) | |||||||||||
Statements of Stockholders' Equity (Deficit) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deficit |
|
|
|
|
|
|
|
|
|
|
| accumulated |
| Total |
|
|
|
|
|
|
| Other |
| during the |
| Stockholders' |
| Common Stock |
| Paid-in |
| comprehensive |
| development |
| Equity | ||
| Shares |
| Amount |
| Capital |
| income |
| stage |
| (Deficit) |
Inception of development |
|
|
|
|
|
|
|
|
|
|
|
stage, July 30, 2004 | - | $ | - | $ | - | $ | - | $ | - | $ | - |
Common stock issued for |
|
|
|
|
|
|
|
|
|
|
|
services at $0.0012 per share | 1,666,667 |
| 1,667 |
| 333 |
| - |
| - |
| 2,000 |
Net loss for the period |
|
|
|
|
|
|
|
|
|
|
|
from inception through |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2005 | - |
| - |
| - |
| - |
| (2,280) |
| (2,280) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2005 | 1,666,667 |
| 1,667 |
| 333 |
| - |
| (2,280) |
| (280) |
Common stock issued for |
|
|
|
|
|
|
|
|
|
|
|
cash at $0.024 per share | 1,374,550 |
| 1,374 |
| 31,616 |
| - |
| - |
| 32,990 |
Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 | - |
| - |
| - |
| - |
| (28,267) |
| (28,267) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2006 | 3,041,217 |
| 3,041 |
| 31,949 |
| - |
| (30,547) |
| 4,443 |
Imputed interest | - |
| - |
| 3,766 |
| - |
| - |
| 3,766 |
Contributed capital | - |
| - |
| 60,000 |
| - |
| - |
| 60,000 |
Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | - |
| - |
| - |
| - |
| (127,081) |
| (127,081) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2007 | 3,041,217 |
| 3,041 |
| 95,715 |
| - |
| (157,628) |
| (58,872) |
Imputed interest | - |
| - |
| 1,455 |
| - |
| - |
| 1,455 |
Forgiveness of related party |
|
|
|
|
|
|
|
|
|
|
|
payable | - |
| - |
| 75,078 |
| - |
| - |
| 75,078 |
Common stock issued for |
|
|
|
|
|
|
|
|
|
|
|
cash at $3.00 per share | 500,000 |
| 500 |
| 1,499,500 |
| - |
| - |
| 1,500,000 |
Unrealized comprehensive |
|
|
|
|
|
|
|
|
|
|
|
loss at September 30, 2008 | - |
| - |
| - |
| (386) |
| - |
| (386) |
Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 | - |
| - |
| - |
| - |
| (124,078) |
| (124,078) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2008 | 3,541,217 |
| 3,541 |
| 1,671,748 |
| (386) |
| (281,706) |
| 1,393,197 |
Common stock issued |
|
|
|
|
|
|
|
|
|
|
|
resulting from a 1 for 18 |
|
|
|
|
|
|
|
|
|
|
|
reverse stock split | 6,983 |
| 7 |
| (7) |
| - |
| - |
| - |
Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 | - |
| - |
| - |
| 386 |
| (334,055) |
| (333,669) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2009 | 3,548,200 | $ | 3,548 | $ | 1,671,741 | $ | - | $ | (615,761) | $ | 1,059,528 |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | |||||||||||
F-6
Ring Energy, Inc. | ||||||
(formerly Transglobal Mining Corp.) | ||||||
(a development stage entity) | ||||||
Statements of Cash Flows | ||||||
| ||||||
|
|
|
|
|
| Inception of |
|
|
|
|
|
| Development |
|
|
|
|
|
| Stage (July 30, |
|
| For the Year Ended |
| 2004) through | ||
|
| September 30, |
| September 30, | ||
|
| 2009 |
| 2008 |
| 2009 |
Cash Flows from Operating Activities: |
|
|
|
|
|
|
Net loss before other comprehensive loss | $ | (334,055) | $ | (124,078) | $ | (615,761) |
Adjustments to reconcile net loss to cash used by |
|
|
|
|
|
|
operating activities: |
|
|
|
|
|
|
Depreciation expense |
| 1,099 |
| - |
| 1,099 |
Write-off of website costs |
| - |
| - |
| 7,917 |
Management fees |
| - |
| - |
| 2,000 |
Interest expense |
| - |
| 1,455 |
| 5,221 |
Other comprehensive income |
| 386 |
| - |
| - |
Loss on impairment |
| 241,860 |
| - |
| 241,860 |
Changes in working capital balances |
|
|
|
|
|
|
related to operations: |
|
|
|
|
|
|
(Increase) decrease in prepaid expense |
| 55,823 |
| (57,228) |
| (1,734) |
(Increase) decrease in deposits |
| (1,884) |
| - |
| (1,000) |
Increase (decrease) in accounts payable and |
|
|
|
|
|
|
accrued liabilities |
| (805) |
| (1,865) |
| (805) |
Increase (decrease) in drilling costs payable |
| 27,613 |
| - |
| 27,613 |
Net Cash Flows Provided (Used) by Operating Activities |
| (9,963) |
| (181,716) |
| (333,590) |
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
Website costs |
| - |
| - |
| (7,917) |
Available for sale investments |
| 1,249,614 |
| (1,250,000) |
| 386 |
Acquisition of office furniture |
| (8,392) |
| - |
| (8,392) |
Acquisition of oil and gas interests |
| (267,640) |
| - |
| (267,640) |
Net Cash Flows Provided (Used) by Investing Activities |
| 973,582 |
| (1,250,000) |
| (283,563) |
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
Proceeds from related party payables |
| - |
| 45,713 |
| 102,513 |
Payments on related party payables |
| - |
| (27,435) |
| (27,435) |
Issuance of common stock |
| - |
| 1,500,000 |
| 1,592,990 |
Stock subscription |
| - |
| - |
| - |
Net Cash Flows Provided by Financing Activities |
| - |
| 1,518,278 |
| 1,668,068 |
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
| 963,619 |
| 86,562 |
| 1,050,915 |
Cash and cash equivalents at beginning of period |
| 87,296 |
| 734 |
| - |
Cash and Cash Equivalents at End of Period | $ | 1,050,915 | $ | 87,296 | $ | 1,050,915 |
|
|
|
|
|
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The accompanying notes are an integral part of these financial statements. | ||||||
F-7
Ring Energy, Inc. | ||||||
(formerly Transglobal Mining Corp.) | ||||||
(a development stage entity) | ||||||
Statements of Cash Flows (Continued) | ||||||
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| Inception of |
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| Development |
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| Stage (July 30, |
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| For the Year Ended |
| 2004) through | ||
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| September 30, |
| September 30, | ||
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| 2009 |
| 2008 |
| 2009 |
Supplemental Disclosures of Cash Flow Information: |
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Cash paid for: |
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Interest | $ | - | $ | - | $ | - |
Taxes | $ | - | $ | - | $ | - |
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Non-cash Investing and Financing Activities: |
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Equity issued as compensation | $ | - | $ | - | $ | 2,000 |
Imputed interest | $ | - | $ | 1,455 | $ | 5,221 |
Forgiveness of related party payable | $ | - | $ | 75,078 | $ | 75,078 |
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The accompanying notes are an integral part of these financial statements. | ||||||
F-8
Ring Energy, Inc.
(formerly Transglobal Mining, Inc.)
(a development stage entity)
Notes to Financial Statements
September 30, 2009 and 2008
Note 1: Organization and Summary of Significant Accounting Policies
Organization – Ring Energy, Inc. (the “Company”) was incorporated in the State of Nevada on July 30, 2004 as Blanca Corporation and subsequently changed its name to Transglobal Mining Corp. During March 2008, the name was changed to Ring Energy, Inc. Since its inception the Company has been engaged in various aspects of the extractive industry and currently has a 25% non-operating working interest (18 ¾% net revenue interest) in an oil and gas lease comprising 440 total acres located in Howard County, Texas (the “Prospect”). The Company has completed one well on the Prospect; however, production had not commenced as of September 30, 2009.
Development Stage Entity – The Company is considered a development stage entity because it has not realized any revenue from its operating activities. During the year ended September 30, 2009, the Company had a net loss of approximately $334,000 and used approximately $276,000 of cash in its operations and acquisition activities. At September 30, 2009 the Company’s cash and cash equivalents are $1,051,000 and its current liabilities are approximately $28,000.
Reclassification – A reclassification to the September 30, 2008 financial statement presentation has been made to correspond to the current year's format. This reclassification represents a stock subscription in the amount of $60,000 that did not require the issuance of additional shares of the Company’s common stock nor the repayment of any amounts previously received and was therefore reclassified as an increase to the Paid-in capital account. The total net income and equity remained unchanged as a result of this reclassification.
Cash and Cash Equivalents – The Company considers all highly liquid financial instruments with original maturities of three months or less to be cash equivalents. The carrying value approximates the fair value of these financial instruments. During the year ended September 30, 2008, the Company held available-for-sale securities with maturities that exceeded three months. The unrealized comprehensive loss for the year ended September 30, 2008 was recognized during the year ended September 30, 2009 as a part of dividend and interest income. All cash deposits are held in one financial institution in amounts over $250,000 and are not federally insured.
Fair Value Accounting – The carrying amounts reported in the balance sheets for Cash and cash equivalents, Deposits, Prepaid Expenses and all components of Total Current Liabilities approximate fair value due to the immediate or short-term maturity of the instruments comprising these items. The Company utilized Level 1 inputs to value the aforementioned assets and liabilities at September 30, 2009. The following table sets forth the changes that have occurred during the year ended September 30, 2009 with respect to accounts effected by fair value accounting:
|
| Cash and cash equivalents |
| Deposits |
| Prepaid expenses |
| Available for-sale securities |
| Total Current Liabilities |
| Accumulated Other Comprehensive loss |
Balance, September 30, 2008 | $ | 87,296 | $ | - | $ | 57,228 | $ | 1,249,614 | $ | 941 | $ | (386) |
Increases resulting from operations |
| - |
| - |
| 405 |
| - |
| 26,808 |
| - |
Decreases resulting from operations |
| (310,497) |
| (2,700) |
| (51,528) |
| - |
| - |
| - |
Sale of available-for-sale securities and recognition of income |
| - |
| - |
| - |
| (1,249,614) |
| - |
| 386 |
Purchase of cash equivalent financial instruments |
| 1,275,000 |
| - |
| - |
| - |
| - |
| - |
Reclassifications |
| (884) |
| 4,584 |
| (4,700) |
| - |
| - |
| - |
Balance, September 30, 2009 | $ | 1,050,915 | $ | 1,884 | $ | 1,405 | $ | - | $ | 27,749 | $ | - |
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 reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
F-9
Oil and Gas Properties – The Company utilizes the full cost method of accounting for oil and gas properties. Under this method all costs associated with acquisition, exploration, and development of oil and gas properties, including equipping of productive wells, are capitalized and are subject to amortization and/or impairment. During the quarter ended September 30, 2009, the Company drilled one well on the Prospect and upon commencement of production, will amortize the costs associated with this well on the unit-of-production method. If estimated future net cash flows from production arising from this well are not sufficient to recover the Company’s cost, an impairment will be recognized (See Note 7: Subsequent Events).
Depreciation – The Company maintains office furniture at its corporate office that is recorded at cost and depreciated using the straight-line method over a seven year period. Depreciation of $1,099 and $0.00 was recorded for the years ended September 30, 2009 and 2008, respectively.
Net Loss per Basic and Diluted Common Share – The computation of net loss per basic and diluted common share is based on the weighted average number of shares outstanding during the periods presented. No potentially dilutive securities or derivative instruments are outstanding.
Major Customers – The Company has entered into an agreement with the operator of the Prospect to allow them the exclusive right to develop the Prospect and to dispose of any oil or gas derived there from. At September 30, 2009, the Company has not derived any revenue from the Prospect.
Income Taxes – The Company follows the provisions of uncertain tax positions as addressed in FASB ASC 740-10-65-1 and uses the asset and liability method of accounting for income taxes. Under this method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.
New Accounting Pronouncements – The Financial Accounting Standards Board established Accounting Standards Codification (the “Codification”) commencing on July 1, 2009, as the source of authoritative United States Generally Accepted Accounting Principles (“GAAP”) to be applied by nongovernmental entities. The Codification does not necessarily change GAAP, but literature excluded from the Codification will not be considered authoritative. The Codification is effective for financial statements issued for periods ending after September 15, 2009. The Company is in compliance with the Codification.
The Company implemented FASB ASC 855-10-50 with respect to subsequent events as of September 30, 2009. This standard establishes general standards of accounting for and disclosures of events that occurred after the balance sheet date but before the financial statements were issued.
Note 2: Oil and Gas Interests
The Company acquired its interest in the Prospect during 2009 for $35,750 and a commitment to participate in the drilling of an initial test well. The Company’s share of the costs for the initial test well was $231,890 through September 30, 2009. Additional costs will be incurred to complete the well. Upon commencement of production, the Company will amortize the remaining unimpaired costs on the unit-of-production method (see Note 7: Subsequent Events).
Note 3: Common Stock
Since its inception the Company has forward split its common stock on a basis of 15 for 1 and reverse split its common stock on a basis of 1 for 18 (collectively the “Post Split Stock”). During 2008 the net effect of these stock splits were reflected on the Company’s Statement of Stockholders’ Equity (Deficit) by the issuance of 6,983 shares of Post Split Stock. This resulted in an increase in the Common Stock classification by $7 and a decrease in the Paid-in capital classification by the same amount. The Statement of Stockholders’ Equity (Deficit) has been restated to reflect the Post Split Stock for all common stock transactions retroactively.
During 2008 the Company issued 500,000 shares of its Post Split Stock to a limited number of individuals for total consideration of $1,500,000 or $3.00 per share.
Note 4: Available-for-sale Securities
Included in Other Assets at September 30, 2008, are Available-for-sale securities that subsequently matured. The Available-for-sale securities represented debt instruments and matured during 2009, at which time the Company recognized no loss or gain, but recognized interest and dividend income. The following summarizes the aggregate market value, cost, gross unrealized holding losses and income tax effect of the Available-for-sale securities at September 30, 2008:
F-10
Market value | $ | 1,249,614 |
Cost |
| 1,250,000 |
Gross unrealized loss |
| (386) |
Income tax effect |
| - |
Net unrealized loss | $ | (386) |
Unrealized holding gain and losses for Available-for-sale securities are excluded from earnings and reported in other comprehensive income until realized.
Note 5: Related Party Transactions
The Company’s executive office in Redlands, California, comprised of approximately 600 square feet is being leased on a month-to-month basis from a stockholder of the Company at a rate of $1,000 per month. A $1,000 deposit was paid at the commencement of the lease. Total rent expense paid was $12,000 and $3,500 for the year ended September 30, 2009 and 2008, respectively.
During the year ended September 30, 2008, two related parties forgave the amounts due them by the Company totaling $75,078 and Paid-in capital was increased accordingly. During this same period of time the Company received loans from related parties for a total of $27,000, which amounts were repaid by the Company. These loans were unsecured, non-interest bearing and had no specific terms for repayment.
During the years ended September 30, 2008 and 2007 the Company recorded imputed interest expense of $1,455 and $3,766 at an interest rate of 10% payable to a former director of the Company and Paid-in capital was increased accordingly.
Note 6: Income Taxes
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended September 30, 2008 due to imputed interest with the following effect:
|
| 2009 |
| 2008 |
Book income | $ | (334,055) | $ | (48,390) |
Imputed interest |
| -0- |
| 567 |
Valuation allowance | $ | (334,055) | $ | (47,823) |
At September 30, 2009, the Company has a net operating loss carry forward of approximately $608,500 that expires if unused from 2010 through 2029 and a deferred tax asset in the amount of approximately $91,300. No tax benefit has been reported in the financial statements since the potential tax benefit is offset by a valuation allowance of approximately the same amount. The Company follows the provisions of uncertain tax positions as addressed in FASB ASC 740-10-65-1. The Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position at September 30, 2009 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company did not recognize any accrued interest related to unrecognized tax benefits or operating expenses as a result of penalties, during the periods presented.
Note 7: Subsequent Events
Oil and Gas Operating Activities – The Company evaluated all events and transactions that occurred after September 30, 2009 through December 23, 2009, the date the Company issued these financial statements. Subsequent to September 30, 2009, the Company completed the test well on the Prospect and commenced production of oil and gas. The operator of the Prospect has entered into a fixed price gas purchase contract and an oil purchase agreement based on the spot price of oil at the time the oil is removed from tanks located on the Prospect. The Company has not undertaken any hedging activities with respect to its share of oil and gas production. During the first quarter of 2010, the Company determined the carrying value of its oil and gas interest was impaired. Approximately $242,000 of the costs incurred through September 30, 2009 and $20,000 incurred during the first quarter of 2010 were expensed as an impairment loss. Thus, the Company’s estimated basis at December 23, 2009, that will be used to amortize its cost on the unit-of-production method is $25,780. It was determined that the impaired condition of the oil and gas interest existed at the balance sheet date, and as such the Company included the impairment adjustment in the financial statements of September 30, 2009. The Company will continue to assess the Prospect for impairment in the future.
F-11