UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 2005
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Commission File Number 0-23530
TRANS ENERGY, INC.
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(Name of small business issuer in its charter)
Nevada 93-0997412
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 Second Street, P.O. Box 393, St. Marys, West Virginia 26170
(Address of principal executive offices) (Zip Code)
Issuer's telephone no.: (304) 684-7053
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
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 filing 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 the 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. [X]
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 the issuer's revenues for its most recent fiscal year. $ 4,797,201
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and ask prices of such stock as of a specified date within 60 days.
$1,233,094 (Based on price of $0.61 per share on May 12, 2006)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding as of March 31, 2006
----------------------- --------------------------------
Common Stock, Par Value 4,707,515
$.001 per share
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is
contained in Part III, Item 13.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
TRANS ENERGY, INC.
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business ....................................................... 3
Item 2. Description of Property........................................................ 15
Item 3. Legal Proceedings.............................................................. 17
Item 4. Submission of Matter to a Vote of Security Holders............................. 17
PART II
Item 5. Market for Common Equity and Related Stockholder Matters....................... 17
Item 6. Management's Discussion and Analysis or Plan of Operation...................... 18
Item 7. Financial Statements........................................................... 21
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................... 21
Item 8A. Controls and Procedures........................................................ 21
Item 8B Other Information.............................................................. 21
PART III
Item 9. Directors, Executive Officers, Promoters and Control persons;
Compliance with Section 16(a) of the Exchange Act.............................. 22
Item 10. Executive Compensation......................................................... 23
Item 11. Security Ownership of Certain Beneficial Owners and Management................. 24
Item 12. Certain Relationships and Related Transactions................................. 24
Item 13. Exhibits....................................................................... 25
Item 14. Principal Accountant Fees and Services......................................... 26
Signatures..................................................................... 27
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PART I
Item 1. Description of Business
History
Trans Energy, Inc. is engaged in the transportation, marketing and
production of natural gas and oil, and certain exploration and development
activities. We own and operate approximately 93 oil and gas wells in West
Virginia We also own and operate an aggregate of over 20 miles of 4-inch and
6-inch gas transmission lines located within West Virginia in the Counties of
Ritchie and Tyler. This pipeline system gathers natural gas produced from these
wells and from wells owned by third parties. We also have approximately 10,000
gross acres under lease in West Virginia in the counties of Wetzel and Tyler.
On November 29, 2004, our board of directors and stockholders holding a
majority of our outstanding common stock approved a one share for 150 shares
reverse split of our common stock. The reverse split was effected on January 28,
2005.
Our principal executive offices are located at 210 Second Street, P.O. Box
393, St. Marys, West Virginia 26170, and our telephone number is (304) 684-7053.
Recent Events
Sale of Cobham Assets
On September 1, 2005, together with our wholly owned subsidiary Prima Oil
Company, Inc., we finalized the sale of certain assets to Texas Energy Trust
Company and its trustee, George Hillyer ("Buyer"). These assets include the
following:
* Certain leases for the production of oil and natural gas located in
Marion County, West Virginia (the "Marion County Leases");
* Certain oil or natural gas wells located on the Marion County Leases
(the "Marion County Wells"), together with all of the equipment and
other tangible personal property physically attached to any of the
wells, including all pipelines, rights of way, easements, well head
equipment and leasehold estates;
* Certain vehicles and other equipment, parts, inventories and hand
tools;
* Miscellaneous well logs, maps, production data, sales records and
histories, royalty payment records and other information concerning the
Marion County Leases and Marion County Wells;
* A $50,000 reclamation bond pursuant to which all of the Marion County
Wells, and others, are permitted;
* Certain cash and trade accounts receivable generated by the operations
and results of operations of the Marion County Leases and Marion County
Wells, realized on or after August 1, 2005; and
* All the outstanding capital common stock of Cobham Gas Industries held
by Trans Energy, Inc. or any of our affiliates.
The assets are a portion of those total Cobham Gas assets we acquired in
November 2004. In consideration for the above referenced assets, the Buyer
provided the following to us:
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* The return to us of 244,633 shares of Trans Energy, Inc. common stock
initially issued to Buyer in January 2005 and which shares are to be
valued at the closing price per share of our common stock on the
closing date;
* The return to us of all of Buyer's options, warrants and future rights
to acquire any securities of Trans Energy or any of our affiliates;
* We retain the right to use through December 31, 2005 the $50,000
reclamation bond in order to comply with certain West Virginia bonding
requirements; and
* Buyer will assume responsibility for the payment of certain loans in
the amount of $96,839, the liabilities related to the plugging of
certain of the Marion County Wells, all expenses related to operation,
maintenance and ownership of the Marion County Leases and the Marion
County Wells incurred on or after August 1, 2005.
In addition to the above, we have agreed to fulfill the remaining payment
obligations to Buyer under that certain agreement dated November 5, 2004, and we
will retain responsibility for the payment of certain debts related to Cobham
Gas Industries.
Sale of Arvilla
---------------
On April 7, 2006, we finalized the agreement to sell our well servicing and
maintenance business in exchange for shares of Trans Energy common stock,
certain natural gas properties and other considerations, which agreement was
initially entered into on January 3, 2006. Part of the reason for the sale was
the inability of our board of directors to agree on the direction of Trans
Energy with Arvilla as a significant subsidiary. Under the terms of the
definitive agreement, our wholly owned subsidiary, Arvilla, Inc. sold to
Clarence E. Smith and Rebecca L. Smith, both directors of Trans Energy, 100% of
the outstanding membership interests of Arvilla Oilfield Services, LLC, a West
Virginia limited liability company ("AOS").
AOS provides well servicing, workover and related transportation services
to independent oil and natural gas producers in the northeast region of the
United States. It also performs ongoing maintenance and major overhauls
necessary to optimize the level of production from existing oil and natural gas
wells and provides certain ancillary services during the drilling and completion
of new wells. AOS offers its services in Ohio, Pennsylvania, New York, Virginia,
Kentucky and West Virginia and also owns a fleet of well service equipment.
We originally acquired AOS from Clarence and Rebecca Smith on January 31,
2005 through a merger of our subsidiary, Trans Energy Acquisitions, with and
into Arvilla, Inc., with Arvilla being the surviving entity. As consideration,
we issued 1,185,024 shares of our common stock, of which 1,042,821 shares were
issued to the Smiths, both of whom became directors of Trans Energy following
the acquisition. AOS's operations were previously conducted as Arrow Oilfield
Service Company, a division of Belden & Blake Corporation, a privately held
company engaged in the exploration, development and production of oil and
natural gas In June 2004, the Smiths acquired Arrow Oilfield Service Company
from Belden & Blake and created Arvilla Oilfield Services, LLC as the operating
entity. Subsequently, the Smiths created Arvilla, Inc. that acquired all the
membership interests of Arvilla Oilfield Services in order to facilitate its
acquisition by Trans Energy.
As a result of consummating the definitive agreement, Clarence and Rebecca
Smith returned to us 521,411 shares of their Trans Energy common stock. The
Smiths have also conveyed to Trans Energy all of their interest in and to five
oil and gas wells located in Tyler County, West Virginia. Assignments for the
wells originally was to be held in escrow pending satisfaction by Trans Energy
of two promissory notes in the aggregate amount of $763,000 payable to AOS and
to Arvilla Pipeline Construction Co., Inc., a separate entity owned by Clarence
and Rebecca Smith. However, pursuant to the First Amendment to Definitive
Agreement, the parties agreed that the wells would be transferred at the closing
and we agreed to pay AOS $176,239 on or before April 30, 2006, and pay Arvilla
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Pipeline $115,000 on or before April 30, 2006. To secure these payments by Trans
Energy, Clarence and Rebecca Smith will hold a lien on a certain Lyon Leasehold
Deed of Trust until the debt is satisfied.
An additional term of the definitive agreement provided that each of
Clarence and Rebecca Smith received bonuses equal to approximately $85,000. A
further condition of the closing included the written consent for the sale of
AOS from certain banks and lenders having the right to call a loan on the
ownership transfer of AOS.
Upon execution of the definitive agreement, Clarence Smith resigned as our
Chief Executive Officer, but remained on our board of directors until the
closing. At the closing, both Clarence and Rebecca Smith resigned as directors
of Trans Energy and Arvilla, Inc. Clarence and Rebecca Smith have also agreed
not to sell an amount of their remaining Trans Energy common stock during each
calendar quarter on or after March 22, 2006, in an aggregate amount greater that
(i) 50,000 shares (adjusted for stock splits or stock dividends; or (ii) one
percent of the total outstanding shares of Trans Energy common stock on the date
of any such sale.
Finally, the closing of the transaction was expressly conditioned on the
receipt of a fairness opinion from a qualified independent party stating that
the transactions contemplated by the definitive agreement are fair to Trans
Energy and our stockholders. That opinion was issued and delivered to Trans
Energy on March 31, 2006.
Sale of Wyoming Wells and Properties
------------------------------------
In April 2006, we finalized a definitive Agreement for Sale of Oil and Gas
Properties related to the sale of all of our holdings in Wyoming including
certain wells, overriding royalties and undeveloped acreage located in Campbell
County, Wyoming. The assets have been sold at public auction through the Oil &
Gas Asset Clearinghouse in Houston, Texas. The gross sales price for the
properties is $1,003,000.
The wells sold by us, all located in Campbell County, Wyoming, include the
Pinion Fee #1, Sagebrush Federal #1, Sagebrush Federal #2, Sagebrush Federal #3
(injector), Boley #31-36 Sandbar, State #1-36 Sandbar and State #2-36 Sandbar.
Also included in the sales were overriding royalties on two wells (Sagebrush
Federal #1 and Sagebrush Federal #2) and Tract TR4-B, and 2,530 undeveloped
acres, also located in Campbell County.
Business History
Our business strategy is to economically increase reserves, production and
the sale of gas and oil from existing and acquired properties in the Appalachian
Basin and elsewhere, in order to maximize shareholders' return over the long
term. Our strategic location in West Virginia enables us to actively pursue the
acquisition and development of producing properties in that area that will
enhance our revenue base without proportional increases in overhead costs.
We operate oil and natural gas properties and transport and market natural
gas through our transmission systems in West Virginia. Although management
desires to acquire additional oil and natural gas properties and to become more
involved in exploration and development, this can only be accomplished if we can
secure future funding. Management intends to continue to develop and increase
the production from oil and natural gas properties that we currently own. We
will continue to transport and market natural gas through our pipelines. During
2004 we sold approximately 7.6 miles of our 6-inch pipeline and approximately 10
miles of our 4-inch pipeline for cash and other consideration. In 2004, we sold
approximately 3 miles of 6-inch pipeline and approximately 5.7 miles of 4-inch
pipeline.
Cobham Gas Industries, Inc.
---------------------------
On November 5, 2004, we finalized an agreement with Texas Energy Trust
Company, a Delaware Business Trust with offices in Irving, Texas, whereby we
acquired certain oil and gas leases and leasehold interests located in Wetzel
and Marion Counties, West Virginia, and other assets. Our acquisition of Cobham
includes its two subsidiaries, Penine Resources, Inc. and Belmont Energy, Inc.
-5-
The acquisition was accomplished by our wholly owned subsidiary, Prima Oil
Company, Inc., acquiring from Texas Energy Trust 100% of the issued and
outstanding shares (2,100 shares) of Cobham Gas Industries, Inc., a Delaware
corporation. Under the terms of the agreement, we acquired certain wells,
leases, pipelines, gas purchase agreements, oil hauling agreements, equipment,
right of ways and other miscellaneous items related to the leases located in
West Virginia. A total of 229 wells were acquired, of which 98 are producing,
located on approximately 15,000 leased acres. Among the assets acquired are
certain vehicles and heavy equipment and various other drilling equipment.
In consideration for the acquired property, we paid a purchase price of
$892,344, of which approximately $489,000 is payable in cash and the balance in
244,633 shares of restricted Trans Energy common stock, post-split, to be issued
following the effectiveness of our one share for 150 shares reverse stock split
in January 2005. An initial payment of $250,000 was paid at the closing with the
remaining balance to be paid quarterly in equal installments beginning January
1, 2005, with the final payment due October 1, 2005.
The wells are situated in well defined fields producing from the shallow
Devonian formation. Big Injun, Gordon and Thirty Foot are sands in the Devonian
foundation that have produced substantial natural gas in West Virginia. The
field/acreage positions consist of three specific areas; Mannington,
Smithfiled/Wallace and Dents Run. The Mannington field consists of 107 wells
encompassing 4,573 acres. These wells are Big Injun wells, at approximately
2,900 - 3,000 feet in depth, dependent on elevation. The Smithfield/Wallace
field consists of 92 wells encompassing 9,223 acres. The preponderance of these
wells are Big Injun wells, although there are several Gordon wells in the field.
Management believes that future development can expand the Gordon and Bayard
play. The Dents Run field consists of 30 wells encompassing 1,097 acres. These
wells are completed through the Thirty Foot sand.
On September 1, 2005, together with our wholly owned subsidiary Prima Oil
Company, Inc., we finalized the sale of certain assets to Texas Energy Trust
Company and its trustee, George Hillyer ("Buyer"). These assets include the
following:
* Certain leases for the production of oil and natural gas located in
Marion County, West Virginia (the "Marion County Leases");
* Certain oil or natural gas wells located on the Marion County Leases
(the "Marion County Wells"), together with all of the equipment and
other tangible personal property physically attached to any of the
wells, including all pipelines, rights of way, easements, well head
equipment and leasehold estates;
* Certain vehicles and other equipment, parts, inventories and hand
tools;
* Miscellaneous well logs, maps, production data, sales records and
histories, royalty payment records and other information concerning the
Marion County Leases and Marion County Wells;
* A $50,000 reclamation bond pursuant to which all of the Marion County
Wells, and others, are permitted;
* Certain cash and trade accounts receivable generated by the operations
and results of operations of the Marion County Leases and Marion County
Wells, realized on or after August 1, 2005; and
* All the outstanding capital common stock of Cobham Gas Industries held
by Trans Energy, Inc. or any of our affiliates.
In consideration for the above referenced assets, the Buyer provided the
following to us:
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* The return to us of 244,633 shares of Trans Energy, Inc. common stock
initially issued to Buyer in January 2005 and which shares are to be
valued at the closing price per share of our common stock on the
closing date;
* The return to us of all of Buyer's options, warrants and future rights
to acquire any securities of Trans Energy or any of our affiliates;
* We retain the right to use through December 31, 2005 the $50,000
reclamation bond in order to comply with certain West Virginia bonding
requirements; and
* Buyer will assume responsibility for the payment of certain loans in
the amount of $96,839, the liabilities related to the plugging of
certain of the Marion County Wells, all expenses related to operation,
maintenance and ownership of the Marion County Leases and the Marion
County Wells incurred on or after August 1, 2005.
In addition to the above, we have agreed to fulfill the remaining payment
obligations to Buyer under that certain agreement dated November 5, 2004, and we
will retain responsibility for the payment of certain debts related to Cobham
Gas Industries.
Powder River Basin Wyoming
--------------------------
On March 6, 1998, we entered into an agreement to purchase from GCRL
Energy, Ltd. all of its interest in the Powder River Basin in Campbell and Crook
Counties, Wyoming, consisting of interests in five (5) wells, four (4) of which
are producing, interests in 30,000 leasehold acres, and interests in
approximately seventy-three miles of 3-D seismic data. The properties include
three producing fields from Minnelusa Sandstone and were discovered on 3-D
seismic. We made an initial payment for the properties of $50,000 and the
balance of $2,987,962 was paid for with proceeds from the sale of debentures.
The following table sets forth information concerning the existing oil
production per day of the producing wells located on the GCRL property.
Gross Bbls. Net % Net Bbls.
Name of Well Oil Per Day to TENG to TENG
------------ ----------- ------- -------
Sagebrush Flat (one unit) 61 42.15% 26
Pinon Fee #1 19 51.2% 9
Swartz Draw 27 27.7% 7
------ ----
Total 107 42
In April 2006, we finalized a definitive Agreement for Sale of Oil and Gas
Properties related to the sale of certain wells, overriding royalties and
undeveloped acreage located in Campbell County, Wyoming. The assets have been
sold at public auction through the Oil & Gas Asset Clearinghouse in Houston,
Texas. The gross sales price for the properties is $1,003,000.
The wells sold by us, all located in Campbell County, Wyoming, include the
Pinion Fee #1, Sagebrush Federal #1, Sagebrush Federal #2, Sagebrush Federal #3
(injector), Boley #31-36 Sandbar, State #1-36 Sandbar and State #2-36 Sandbar.
Also included in the sales were overriding royalties on two wells (Sagebrush
Federal #1 and Sagebrush Federal #2) and Tract TR4-B, and 2,530 undeveloped
acres, also located in Campbell County.
Current Business Activities
We operate our oil and natural gas properties and transport and market
natural gas through our transmission systems in West Virginia. Although
management desires to acquire additional oil and natural gas properties and to
become more involved in exploration and development, this can only be
accomplished if we can secure future funding. Management intends to continue to
develop and increase the production from the oil and natural gas properties that
it currently owns.
-7-
We will continue to transport and market natural gas through our various
pipelines in 2006. During 2005, we purchased a 5% working interest in 14 Benson
wells in Tyler County, West Virginia and drilled one well in Doddridge County,
West Virginia, of which we own a 100% working interest.
Arvilla Oilfield Services
On January 31, 2005, we finalized the acquisition of Arvilla Oilfield
Services, LLC through a merger of our subsidiary, Trans Energy Acquisitions,
with and into Arvilla, Inc., with Arvilla, Inc. being the survivor of the
merger. Previously in June 2004, Clarence E. Smith and Rebecca L. Smith had
acquired Arrow Oilfield Services Company from Belden & Blake Corporation
("B&B"), a privately held company engaged in the exploration, development and
production of oil and natural gas reserves. Mr. and Mrs. Smith subsequently
created Arvilla Oilfield Services, LLC as the operating entity and then created
Arvilla, Inc., that acquired all the membership interests of Arvilla Oilfield
Services, LLC. Thus, by acquiring Arvilla, Inc., we assumed all of the
operations, assets and liabilities of Arvilla Oilfield Services.
In order to consummate the acquisition of Arvilla, on November 29, 2004 our
board of directors and stockholders holding a majority of our outstanding common
stock, approved a one share for 150 shares reverse split of our common stock.
The reverse split was effected on January 28, 2005.
In consideration for Arvilla, Inc., we issued 1,185,024 shares of
post-split Trans Energy common stock to the following Arvilla stockholders:
Clarence E. Smith, 531,437 shares; Rebecca L. Smith 531,437 shares and Howell B.
Williams, 122,150 shares. These shares represent approximately 25% of our total
outstanding shares (post-split) following the transaction, including shares to
be issued in connection with the separate acquisition of the Cobham Gas
Industries assets. Arvilla, Inc. will operate as a separate business entity 100%
owned by Trans Energy.
Business of Arvilla
-------------------
Arvilla is engaged in providing well servicing, workover and related
transportation services to independent oil and natural gas producers in the
northeast region of the United States. Arvilla performs ongoing maintenance and
major overhauls necessary to optimize the level of production from existing oil
and natural gas wells and provides certain ancillary services during the
drilling and completion of new wells. Arvilla offers its services in Ohio,
Pennsylvania, New York, Virginia, Kentucky and West Virginia.
Typically, Arvilla will provide a well servicing or swab rig, the crew to
operate the rig, and such other specialized equipment as may be needed to meet a
customer's requirements. Arvilla also owns a fleet of equipment that provides:
* brine hauling and disposal;
* pipeline and facility construction;
* well location preparation and lease road construction;
* oil hauling; and
* trucking of oilfield equipment, such as rigs, casings, tubing and rods.
Arvilla's service area is located within 500 miles of major gas markets for
the United States. This strategic location is important as oil and gas companies
develop natural gas reserves for future markets. Arvilla provides various
services to the oil and gas industry that include:
Trucking services. Arvilla owns a fleet of trucks that can provide
customers with the ability to move equipment, tanks, drill pipe, and other
types of trucking needs necessary in the oil and gas business. Each time a
well is drilled, all drilling equipment must be moved by trucks from one
site to the next. This equipment includes generators, water pumps, drill
pipe, air compressors, drilling rigs, and many other associated items used
in drilling.
-8-
Excavating equipment. Arvilla provides dozers, excavators, and loaders that
are used to build access roads, cut drill sites for wells, dig pits,
reclaim drill sites after drilling is completed, reclaim access roads, and
seed, fertilize, lime, and mulch disturbed areas.
Service and swab rigs. Arvilla maintains a fleet of 14 service rigs and
swab rigs capable of servicing wells up to 6,000 feet in depth. This
service includes running pipe, tubing, rods, and swabbing capabilities. All
wells drilled require services of this type.
Brine and water hauling. Arvilla provides a fleet of 20 vacuum trucks
designed to deliver water to drilling rigs and fracs. Arvilla also hauls
and disposes of brine water from producing wells and disposes of pit water
used in well completions.
Disposal wells. Arvilla has 14 brine disposal wells located at various
locations in Ohio. These wells are used for the disposal of brine and pit
water.
Oil hauling. Arvilla maintains a fleet of 6 oil tankers that pick up oil
from producers at the well site and delivers the oil to terminals, from
which it is shipped to refineries.
Pipelines. Arvilla has the capability of constructing pipelines for the
delivery of natural gas or oil. Most wells drilled require construction of
a natural gas line to deliver gas from the well to a gathering system,
which will ultimately take the gas to market.
On April 7, 2006, we finalized the agreement to sell our well servicing and
maintenance business in exchange for shares of Trans Energy common stock,
certain natural gas properties and other considerations, which agreement was
initially entered into on January 3, 2006. Part of the reason for the sale was
the inability of our board of directors to agree on the direction of Trans
Energy with Arvilla as a significant subsidiary. Under the terms of the
definitive agreement, our wholly owned subsidiary, Arvilla, Inc. sold to
Clarence E. Smith and Rebecca L. Smith, both directors of Trans Energy, 100% of
the outstanding membership interests of Arvilla Oilfield Services, LLC, a West
Virginia limited liability company ("AOS").
As a result of consummating the definitive agreement, Clarence and Rebecca
Smith returned to us 521,411 shares of their Trans Energy common stock. The
Smiths have also conveyed to Trans Energy all of their interest in and to five
oil and gas wells located in Tyler County, West Virginia. Assignments for the
wells originally was to be held in escrow pending satisfaction by Trans Energy
of two promissory notes in the aggregate amount of $763,000 payable to AOS and
to Arvilla Pipeline Construction Co., Inc., a separate entity owned by Clarence
and Rebecca Smith. However, pursuant to the First Amendment to Definitive
Agreement, the parties agreed that the wells would be transferred at the closing
and we agreed to pay AOS $176,239 on or before April 30, 2006, and pay Arvilla
Pipeline $115,000 on or before April 30, 2006. To secure these payments by Trans
Energy, Clarence and Rebecca Smith will hold a lien on a certain Lyon Leasehold
Deed of Trust until the debt is satisfied. These notes have been paid and the
lien released.
An additional term of the definitive agreement provided that each of
Clarence and Rebecca Smith received bonuses equal to approximately $85,000. A
further condition of the closing included the written consent for the sale of
AOS from certain banks and lenders having the right to call a loan on the
ownership transfer of AOS.
Upon execution of the definitive agreement, Clarence Smith resigned as our
Chief Executive Officer, but remained on our board of directors until the
closing. At the closing, both Clarence and Rebecca Smith resigned as directors
of Trans Energy and Arvilla, Inc. Clarence and Rebecca Smith have also agreed
not to sell an amount of their remaining Trans Energy common stock during each
calendar quarter on or after March 22, 2006, in an aggregate amount greater that
(i) 50,000 shares (adjusted for stock splits or stock dividends; or (ii) one
percent of the total outstanding shares of Trans Energy common stock on the date
of any such sale.
Finally, the closing of the transaction was expressly conditioned on the
receipt of a fairness opinion from a qualified independent party stating that
-9-
the transactions contemplated by the definitive agreement are fair to Trans
Energy and our stockholders. That opinion was issued and delivered to Trans
Energy on March 31, 2006.
Research and Development
We have not allocated funds for conducting research and development
activities. We do not anticipate allocating funds for research and development
in the immediate future.
Marketing
We operate exclusively in the oil and gas industry. Natural gas production
from wells owned by us is generally sold to various intrastate and interstate
pipeline companies and natural gas marketing companies. Sales are generally made
on the spot market or under short-term contracts (one year or less) providing
for variable or market sensitive prices. These prices often are tied to natural
gas futures contracts as posted in national publications.
Natural gas delivered through our pipeline network is sold through a
contract with Sancho Oil and Gas Corporation to Dominion Hope Gas, a local
utility. Some of the gas is sold at a fixed price on a year long basis and some
at a variable price per month per Mcf. Under our contract with Sancho, we have
the right to sell natural gas subject to the terms and conditions of a 20-year
contract, as amended, that Sancho entered into with Hope Gas in 1988. This
agreement is a flexible volume supply agreement whereby we receive the full
price which Sancho charges the end user less a $.05 per Mcf marketing fee paid
to Sancho. In addition to the natural gas produced by our wells, we also
purchased approximately 876 Mcf of natural gas per day in 2005.
The natural gas from our Wetzel County wells is sold to East Resources or
Equitable Gas. The gas from our Doddridge County wells is sold to Dominion Hope
through a Trans Energy, Inc. contract.
We sell our oil production to third party purchasers under agreements at
posted field prices. These third parties purchase the oil at the various
locations where the oil is produced.
Although management believes that we are not dependent upon any one
customer, our marketing arrangement with Sancho accounted for approximately 77%
of our revenue for the year ended December 31, 2005, and approximately 78% for
2004. This marketing agreement is in effect until September 1, 2008.
Competition
We are in direct competition with numerous oil and natural gas companies,
drilling and income programs and partnerships exploring various areas of the
Appalachian Basin and elsewhere competing for customers. Many competitors are
large, well-known oil and gas and/or energy companies, although no single entity
dominates the industry. Many of our competitors possess greater financial and
personnel resources enabling them to identify and acquire more economically
desirable energy producing properties and drilling prospects than us.
Additionally, there is competition from other fuel choices to supply the energy
needs of consumers and industry. Management believes that there exists a viable
market place for smaller producers of natural gas and oil and for operators of
smaller natural gas transmission systems.
Government Regulation
The oil and gas industry is extensively regulated by federal, state and
local authorities. The scope and applicability of legislation is constantly
monitored for change and expansion. Numerous agencies, both federal and state,
have issued rules and regulations binding on the oil and gas industry and its
individual members, some of which carry substantial penalties for noncompliance.
To date, these mandates have had no material effect on our capital expenditures,
earnings or competitive position.
Legislation and implementing regulations adopted or proposed to be adopted
by the Environmental Protection Agency and by comparable state agencies,
directly and indirectly, affect our operations. We are required to operate in
-10-
compliance with certain air quality standards, water pollution limitations,
solid waste regulations and other controls related to the discharging of
materials into, and otherwise protecting the environment. These regulations also
relate to the rights of adjoining property owners and to the drilling and
production operations and activities in connection with the storage and
transportation of natural gas and oil.
We may be required to prepare and present to federal, state or local
authorities data pertaining to the effect or impact that any proposed operations
may have upon the environment. Requirements imposed by such authorities could be
costly, time-consuming and could delay continuation of production or exploration
activities. Further, the cooperation of other persons or entities may be
required for us to comply with all environmental regulations. It is conceivable
that future legislation or regulations may significantly increase environmental
protection requirements and, as a consequence, our activities may be more
closely regulated which could significantly increase operating costs. However,
management is unable to predict the cost of future compliance with environmental
legislation. As of the date hereof, management believes that we are in
compliance with all present environmental regulations. Further, we believe that
our oil and gas explorations do not pose a threat of introducing hazardous
substances into the environment. If such event should occur, we could be liable
under certain environmental protection statutes and laws. We presently carry
insurance for environmental liability.
Our exploration and development operations are subject to various types of
regulation at the federal, state and local levels. Such regulation includes the
requirement of permits for the drilling of wells, the regulation of the location
and density of wells, limitations on the methods of casing wells, requirements
for surface use and restoration of properties upon which wells are drilled, and
governing the abandonment and plugging of wells. Exploration and production are
also subject to property rights and other laws governing the correlative rights
of surface and subsurface owners.
We are subject to the requirements of the Occupational Safety and Health
Act, as well as other state and local labor laws, rules and regulations. The
cost of compliance with the health and safety requirements is not expected to
have a material impact on our aggregate production expenses. Nevertheless, we
are unable to predict the ultimate cost of compliance.
Although past sales of natural gas and oil were subject to maximum price
controls, such controls are no longer in effect. Other federal, state and local
legislation, while not directly applicable to us, may have an indirect effect on
the cost of, or the demand for, natural gas and oil.
Employees
As of the end of our fiscal year on December 31, 2005, we employed eight
full-time employees, consisting of three executives, two marketing and clerical
persons, and three production persons. Our subsidiary, Arvilla Oilfield
Services, had approximately 103 full time employees consisting of the following:
* 43 rig hands that operate or work directly on a service rig or swab
rig;
* 25 truck drivers who drive various types of trucks that haul oil, brine
or oilfield equipment;
* 2 equipment operators who operate various types of excavating
equipment;
* 11 roustabouts who perform various types of labor work associated with
oil and gas production such as setting tank batteries, meter runs and
laying or repairing gas lines;
* 10 mechanics that repair and maintain all types of trucks, rigs and
equipment;
* 4 clerical employees; 6 managerial persons; and
* 2 executives.
Following our sale of Arvilla in January 2006 and the departure of their
employees, we have added three new employees in our land-lease department. We
anticipate adding an account manager during 2006 and such other employees as
business warrants.
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None of our employees are members of any union, nor have they entered into
any collective bargaining agreements. We believes that our relationship with our
employees is good. With the successful implementation of our business plan, we
may seek additional employees in the next year to handle anticipated potential
growth.
Facilities
We currently occupy approximately 4,000 square feet of office space in St.
Marys, West Virginia, which we share with our subsidiaries, Tyler Construction
Company and Ritchie County Gathering Systems. We lease an aggregate of
approximately 4,000 square feet from an unaffiliated third party under a verbal
arrangement for $1,400 per month, inclusive of utilities.
Industry Segments
No information is presented as to industry segments. We are presently
engaged in the principal business of the exploration, development, production,
transportation and marketing of natural gas and oil. Reference is made to the
statements of operations contained in the financial statements included herewith
for a statement of our revenues and operating loss for the past two fiscal
years.
Risk Factors
You should carefully consider the risks and uncertainties described below
and other information in this report. If any of the following risks or
uncertainties actually occur, our business, financial condition and operating
results, would likely suffer. Additional risks and uncertainties, including
those that are not yet identified or that we currently believe are immaterial,
may also adversely affect our business, financial condition or operating
results.
We have a history of losses and may realize future losses.
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Although our revenues increased approximately 115% during the fiscal year
ended December 31, 2005, we may not achieve, or subsequently maintain
profitability if anticipated revenues do not increase in the future. We have
experienced operating losses, negative cash flow from operations and net losses
in each quarterly and annual period for the past several years. As of December
31, 2005, our net operating loss carryforward was approximately $25 million and
our accumulated deficit was approximately $30 million We expect to continue to
incur significant expenses in connection with
* exploration and development of new and existing properties;
* costs of sales and marketing efforts;
* construction of gathering system infrastructure;
* additional personnel; and
* increased general and administrative expenses.
Accordingly, we will need to generate significant revenues to achieve and
attain, and eventually sustain profitability. If revenues do not increase, we
may be unable to attain or sustain profitability on a quarterly or annual basis.
Any of these factors could cause the price of our stock to decline.
We have a significant working capital deficit that makes it more difficult
to obtain capital necessary for our operations and which may have an
adverse effect on our future business.
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As of December 31, 2005, we had a working capital deficit of $919,187. If
our business does not produce positive working capital in the future, our
business and financial condition would most likely be materially and negatively
impacted.
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It may be necessary for us to seek additional funding, which may not be
available on terms favorable to us, or at all.
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Management believes that we may need to seek additional funding in the
future to provide sufficient working capital and funds for capital expenditures.
If we cannot meet future capital requirements through realized revenues from our
ongoing business, we may have to raise additional capital by borrowing or by
selling equity or equity-linked securities, which would dilute the ownership
percentage of our existing stockholders. Also, these securities could also have
rights, preferences or privileges senior to those of our common stock.
Similarly, if we raise additional capital by issuing debt securities, those
securities may contain covenants that restrict us in terms of how we operate our
business, which could also affect the value of our common stock. If we borrow
more money, we will have to pay interest and may also have to agree to
restrictions that limit operating flexibility. We may not be able to obtain
funds needed to finance operations at all, or may be able to obtain funds only
on very unattractive terms. Management may also explore other alternatives such
as a joint venture with other oil and gas companies. There can be no assurances,
however, that we will conclude any such transaction.
There are many competitors in the oil and gas industry.
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We encounter many competitors in the oil and gas industry including in the
exploration and development of properties and the sale of oil and gas.
Management expects competition to continue to intensify in the future. Many
existing and potential competitors have greater financial resources, larger
market share and more customers than us, which may enable them to establish a
stronger competitive position than we have. If we fail to address competitive
developments quickly and effectively, we will not be able to grow and our
business will be adversely affected.
Our operating results are likely to fluctuate significantly and cause our
stock price to be volatile which could cause the value of your investment
in our shares to decline.
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Quarterly and annual operating results are likely to fluctuate
significantly in the future due to a variety of factors, many of which are
outside of our control. If operating results do not meet the expectations of
securities analysts and investors, the trading price of our common stock could
significantly decline which may cause the value of your investment to decline.
Some of the factors that could affect quarterly or annual operating results or
impact the market price of our common stock include:
* our ability to develop properties and to market our oil and gas;
* the timing and amount of, or cancellation or rescheduling of, orders
for our oil and gas;
* our ability to retain key management, sales and marketing and
engineering personnel;
* a decrease in the prices of oil and gas; and
* changes in costs of exploration or marketing oil and gas.
Due to these and other factors, quarterly and annual revenues, expenses and
results of operations could vary significantly in the future, and
period-to-period comparisons should not be relied upon as indications of future
performance.
Our business could be adversely affected by any adverse economic
developments in the oil and gas industry and/or the economy in general.
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The oil and gas industry is susceptible to significant change that may
influence our business development due to a variety of factors, many of which
are outside our control. Some of these factors include:
* varying demand for oil and gas;
* fluctuations in price;
* competitive factors that affect pricing;
* attempts to expand into new markets;
* the timing and magnitude of capital expenditures, including costs
relating to the expansion of operations;
* hiring and retention of key personnel;
-13-
* changes in generally accepted accounting policies, especially those
related to the oil and gas industry; and
* new government legislation or regulation.
Any of the above factors or a significant downturn in the oil and gas industry
or with economic conditions generally, could have a negative effect on our
business and on the price of our common stock.
Our future success depends on retaining existing key employees and hiring
and assimilating new key employees. The loss of key employees or the
inability to attract new key employees could limit our ability to execute
our growth strategy, resulting in lost profitability and a slower rate of
growth.
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Our future success depends, in part, on the ability to retain our key
employees including executive officers. Also, we do not carry, nor do we
anticipate obtaining, "key man" insurance on our executives. It would be
difficult for us to replace any one of these individuals. In addition, as we
grow we may need to hire additional key personnel. We may not be able to
identify and attract high quality employees or successfully assimilate new
employees into our existing management structure.
If we are unable to manage our growth effectively, our operations and
financial performance could be adversely affected.
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The ability to manage and operate our business as we execute our
anticipated growth will require effective planning. Significant future growth
could strain our internal resources, leading to a lower quality of service and
other problems that could adversely affect our financial performance. Our
ability to manage future growth effectively will also require us to successfully
attract, train, motivate, retain and manage new employees and continue to update
and improve our operational, financial and management controls and procedures.
If we do not manage our growth effectively, our operations could be adversely
affected, resulting in slower growth and a failure to achieve or sustain
profitability.
Going concern issue.
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Our independent auditors have expressed a going concern issue. Our ability
to continue as a going concern is dependant upon our ability to achieve a
profitable level of operations. We may need, among other things, additional
capital resources which we will seek through loans from banks or other forms of
financing.
Risks relating to ownership of our common stock
The price of our common stock is extremely volatile and investors may not
be able to sell their shares at or above their purchase price, or at all.
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Our common stock is presently traded on the OTC Bulletin Board, although
there is no assurance that a viable market will continue. The price of our
shares in the public market is highly volatile and may fluctuate substantially
because of:
* actual or anticipated fluctuations in our operating results;
* changes in or failure to meet market expectations;
* conditions and trends in the oil and gas industry; and
* fluctuations in stock market price and volume, which are particularly
common among securities of small capitalization companies.
Future sales or the potential for sale of a substantial number of shares of
our common stock could cause the market value to decline and could impair
our ability to raise capital through subsequent equity offerings.
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If we do not generate necessary cash from our operations to finance future
business, we may need to raise additional funds through public or private
financing opportunities. The issuance of a substantial number of our common
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shares to individuals or in the public markets, or the perception that these
sales may occur, could cause the market price of our common stock to decline and
could materially impair our ability to raise capital through the sale of
additional equity securities. Any such issuances would dilute the equity
interests of existing stockholders.
We do not intend to pay dividends.
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To date, we have never declared or paid a cash dividend on shares of our
common stock. We currently intend to retain any future earnings for growth and
development of business and, therefore, do not anticipate paying any dividends
in the foreseeable future.
Possible "Penny Stock" Regulation.
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Trading of our common stock on the OTC Bulletin Board may be subject to
certain provisions of the Securities Exchange Act of 1934, commonly referred to
as the "penny stock" rule. A penny stock is generally defined to be any equity
security that has a market price less than $5.00 per share, subject to certain
exceptions. If our stock is deemed to be a penny stock, trading in our stock
will be subject to additional sales practice requirements on broker-dealers.
These may require a broker dealer to:
* make a special suitability determination for purchasers of penny
stocks;
* receive the purchaser's written consent to the transaction prior to the
purchase; and
* deliver to a prospective purchaser of a penny stock, prior to the first
transaction, a risk disclosure document relating to the penny stock
market.
Consequently, penny stock rules may restrict the ability of broker-dealers
to trade and/or maintain a market in our common stock. Also, many prospective
investors may not want to get involved with the additional administrative
requirements, which may have a material adverse effect on the trading of our
shares.
Item 2. Description of Property
Our properties consist essentially of working and royalty interests owned
by us in various oil and gas wells and leases located in West Virginia. Our
proved reserves for the years ended December 31, 2005, 2004 and 2003 are set
forth below:
December 31,
-------------------------------------------------------
2005 2004 2003
----------- ----------- -----------
Natural Gas (mmcf)
Developed 4,263 542,955 -
Undeveloped - - -
------- --------- ------------
Total Proved 4,263 542,955 -
===== ========= ============
Crude Oil (Bbl)
Developed 215,844 106,649 99,880
Undeveloped - - -
-------- --------- -----------
Total Proved 215,844 106,649 99,880
======= ========= ========
These estimates are bases primarily on the reports of Robert L. Richards
(Wyoming), Geologist and presently an officer and director of Trans Energy, and
Mark V. Schumacher, PE (West Virginia). Such reports are, by their very nature,
inexact and subject to changes and revisions. Proved developed reserves are
reserves expected to be recovered from existing wells with existing equipment
and operating methods. Proved undeveloped reserves are expected to be recovered
from new wells drilled to known reservoirs on undrilled acreage for which
existence and recoverability of such reserves can be estimated with reasonable
certainty, or from existing wells where a relatively major expenditure is
required to establish production. No estimates of reserves have been included in
any reports to any federal agency other than the SEC. See SFAS 69 Supplemental
Disclosures included as part of our consolidated financial statements.
-15-
Set forth in the following schedule is the average sales price per unit of
oil, expressed in barrels ("bbl"), and of natural gas, expressed in thousand
cubic feet ("mcf"), produced by us for the past three fiscal years. The increase
in the cost of oil production in 2005 is attributed to expenses incurred putting
water flood into operation.
Years ended December 31,
-----------------------------------------------------------------
Average sales price:
--------------------
2005 2004 2003
--------------- ------------ --------------
Gas (per mcf) $ 10.28 $ 7.40 $ 7.04
Oil (per bbl) 56.20 30.24 23.38
Average cost of production:
Gas (per mcf) - - -
Oil (per bbl) $16.19 $14.19 4.58
We have not filed any estimates of total, proved net oil and gas reserves
with any federal authority or agency since the beginning of our last fiscal
year.
The following schedule sets forth the capitalized costs relating to oil and
gas producing activities by us for the past three fiscal years.
Years ended December 31,
-------------------------------------------------------------
2005 2004 2003
--------------- --------------- --------------
Proved oil and gas
producing properties
and related lease
and well equipment $ 3,403,421 $ 7,093,676 $ 3,171,426
Unproved oil and gas
properties 64,004 95,945 99,945
Accumulated depreciation
and depletion (1,394,403) (3,870,874) (2,555,878)
----------- ----------- -----------
Net Capitalized Costs $ 2,073,022 $ 3,318,747 $ 715,493
=========== =========== ============
The following schedule summarizes changes in the standardized measure of
discounted future net cash flows relating to our proved oil and gas reserves.
Years ended December 31,
-------------------------------------------------------------
2005 2004 2003
--------------- --------------- --------------
Standardized measure,
beginning of year $ 4,438,836 $1,864,377 $ 4,314,941
Oil and gas sales, net
of production costs (7,990,879) (1,539,222) (2,411,293)
Sales of mineral in place - - -
Purchases 31,883,344 5,132,087 -
Net change due to revisions
in quantity estimates (5,287,060) (1,018,406) (39,271)
----------- ----------- ------------
Standardized measure,
end of year $ 23,044,241 $ 4,438,836 $ 1,864,377
============ ============ ===========
We do not anticipate investing in or purchasing assets and/or property for
the purpose of capital gains. It is our intention to purchase assets and/or
-16-
property for the purpose of enhancing our primary business operations. We are
not limited as to the percentage amount of our assets we may use to purchase any
additional assets or properties.
Item 3. Legal Proceedings
Certain material pending legal proceedings to which we are a party or to
which any of our property is subject is set forth below.
On September 22, 2000, Tioga Lumber Company obtained a judgment of
$43,300 plus interest in the Circuit Court of Pleasants County, West
Virginia, against Tyler Construction Company for breach of contract. On
February 28, 2002, we reached a negotiated payment schedule with Tioga and
made the initial payment. We believe that we have satisfied the balance
owed to Tioga of $26,233.58, although the judgment has not yet been
released. We are proceeding to secure the release of the judgment.
On July 28, 1999 Core Laboratories, Inc. obtained a judgment against us
for non-payment of an accounts payable. The judgment calls for monthly
payments of $351 and is bearing interest at 10% per annum. At December 31,
2005 we accrued a balance including interest of $19,983 as a current
liability. We are currently in default on this judgment.
On July 1, 1998, RR Donnelly obtained a judgment against us for
non-payment of accounts payable. The judgment calls for monthly payments of
$3,244 and is bearing interest at 10% per annum. At December 31, 2005, we
accrued a balance including interest of $90,286 as a current liability. We
are currently in default on this judgment.
We may be engaged in various other lawsuits and claims, either as plaintiff
or defendant, in the normal course of business. In the opinion of management,
based upon advice of counsel, the ultimate outcome of these lawsuits will not
have a material impact on our financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of our securities holders during the fourth
quarter of the fiscal year ended December 31, 2005.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Our common stock is quoted on the OTC Bulletin Board under the symbol TENG.
Prior to the effectiveness of our reverse stock split on January 28, 2005, our
stock traded under the symbol of TSRG. Set forth in the table below are the
quarterly high and low prices of our common stock as obtained from the OTC
Bulletin Board for the past two fiscal years and adjusted for the one share for
150 shares reverse stock split.
High Low
---- ---
2005
First Quarter $ 2.55 $ 1.55
Second Quarter $ 1.97 $ 0.70
Third Quarter $ 1.85 $ 1.10
Fourth Quarter $ 1.75 $ 0.71
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2004
First Quarter $ 2.70 $ 1.05
Second Quarter $ 4.50 $ 0.75
Third Quarter $ 4.35 $ 1.50
Fourth Quarter $ 2.55 $ 1.35
As of May 15, 2006, there were approximately 388 holders of record of our
common stock, which figure does not take into account those shareholders whose
certificates are held in the name of broker-dealers or other nominee accounts.
Dividend Policy
We have not declared or paid cash dividends or made distributions in the
past, and we do not anticipate that we will pay cash dividends or make
distributions in the foreseeable future. We currently intend to retain and
reinvest future earnings to finance operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
Form 10-KSB.
Results of Operations
The following table sets forth the percentage relationship to total
revenues of principal items contained in the statements of operations of the
consolidated financial statements included herewith for the two most recent
fiscal years ended December 31, 2005 and 2004. It should be noted that
percentages discussed throughout this analysis are stated on an approximate
basis.
Fiscal Years Ended December 31,
2005 2004
----- ------
Total revenues........................................................ 100% 100%
Total costs and expenses.............................................. 116 112
Total other income (expenses)......................................... (6) (9)
Loss before income taxes and change in accounting principal ......... (23) (21)
Income taxes.......................................................... - -
Net (loss)............................................................ (26) (21)
For the Year Ended December 31, 2005 Compared to the Year Ended December
31, 2004
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Total revenues of $4,797,201 for the year ended December 31, 2005 ("2005")
increased 100% compared to $2,390,099 for the year ended December 31, 2004
("2004"), due primarily to the increase of oil and gas prices and the addition
of the Cobham revenues for the last two months of 2004. In 2005, oil made up 23%
of total revenues compared to 22% in 2004, and gas represented 77% of revenues
in 2005 compared to 76% in 2004 The changes were considered minimal representing
only a slight difference in percentage points.
We had an operating loss of $814,345 for 2005 compared to a loss of
$284,127 in 2004. Total costs and expenses increased 110% in 2005 primarily due
to the 163% increase in the cost of oil and gas. Salaries and wages decreased by
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21% in 2005. Additionally, the 106% increase in selling, general and
administrative expenses was primarily due to increases in insurance premiums,
travel expenses and additional labor costs. As a percentage of revenues, total
costs and expenses increased to 116% in 2005 from 112% in 2004.
Other expenses as a percentage of revenues decreased from 9% in 2004 to 6%
in 2005, attributed to the decrease in interest expense from $193,683 in 2004 to
$129,034 in 2005 due to the paying off certain debt. We realized a gain on
disposition of debt of $416,560 in 2004, compared to $7,306 in 2005. We realized
a loss on the extinguishment of debt of $653,257 in 2004 compared to a loss of
$0 in 2005.
Our net loss for 2005 was $1,456,593 versus a net loss of $502,848 for
2004. The increase in net loss in 2005 is primarily attributed to increases in
cost of oil and gas, selling, general and administrative expenses.
Net Operating Losses
--------------------
We have accumulated approximately $24 million of net operating loss
carryforwards as of December 31, 2005, which may be offset against future
taxable income through 2025. The use of these losses to reduce future income
taxes will depend on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. In the event of certain
changes in control, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used. No tax benefit has been reported
in the financial statements for the year ended December 31, 2005 because the
potential tax benefits of the loss carryforward is offset by valuation allowance
of the same amount.
Liquidity and Capital Resources
Historically, working capital needs have been satisfied through our
operating revenues and from borrowed funds. Our working capital deficit at
December 31, 2005 was $3,079,443 compared with a deficit of $2,980,431 at
December 31, 2004. We anticipate meeting working capital needs during the 2006
fiscal year with revenues from operations and possibly from capital raised
through the sale of either equity or debt securities. We have no other current
agreements or arrangements for additional funding and there can be no assurance
such funding will be available to us, or if available, such funding will be on
acceptable or favorable terms to us.
As of December 31, 2005, we had total assets of $11,672,307 and
stockholders' equity of $90,602 compared to total assets of $4,234,111 and total
stockholders' deficit of $1,169,886 at December 31, 2004. The increase in total
assets and decrease in stockholders' deficit at December 31, 2005 is attributed
to the acquisition of Arvilla. We have recorded a long-term liability of
$799,393 as an asset retirement obligation that relates to, in part, the
estimated cost to plug wells in the event it becomes necessary.
Because we have generated significant losses from operations through
December 31, 2005 and have a working capital deficit at December 31, 2005, there
exists substantial doubt about our ability to continue as a going concern.
Revenues have not been sufficient to cover operating costs and to allow us to
continue as a going concern. Potential proceeds from the future sale of common
stock, other contemplated debt and equity financing, and increases in operating
revenues from new development would enable us to continue as a going concern.
There can be no assurance that we can or will be able to complete any debt or
equity financing.
In the opinion of management, inflation has not had a material effect on
the operations of Trans Energy.
Forward-Looking and Cautionary Statements
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements may relate to such
matters as anticipated financial performance, future revenues or earnings,
business prospects, projected ventures, new products and services, anticipated
market performance and similar matters. When used in this report, the words
"may," "will," "expect," "anticipate," "continue," "estimate," "project,"
"intend," and similar expressions are intended to identify forward-looking
-19-
statements regarding events, conditions, and financial trends that may affect
our future plans of operations, business strategy, operating results, and
financial position. We caution readers that a variety of factors could cause our
actual results to differ materially from the anticipated results or other
matters expressed in forward-looking statements. These risks and uncertainties,
many of which are beyond our control, include:
* the sufficiency of existing capital resources and our ability to raise
additional capital to fund cash requirements for future operations;
* uncertainties involved in the rate of growth of our business and
acceptance of any products or services;
* volatility of the stock market, particularly within the technology
sector; and
* general economic conditions.
Although we believe the expectations reflected in these forward-looking
statements are reasonable, such expectations cannot guarantee future results,
levels of activity, performance or achievements.
Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board, issued Statement of
Financial Accounting Standards ("SFAS, No. 154"), "Accounting Changes and Error
Corrections," which replaces Accounting Principles Board Opinion No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements -- An Amendment of APB Opinion No. 28". SFAS No. 154
provides guidance on accounting for and reporting changes in accounting
principle and error corrections. SFAS No. 154 requires that changes in
accounting principle be applied retrospectively to prior period financial
statements and is effective for fiscal years beginning after December 15, 2005.
Management believes the adoption of this statement will have no impact on the
financial statements of the Company.
In December 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 153. This statement addresses the
measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No.
29, "Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.
In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123R, "Accounting
for Stock Based Compensations." This statement supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods and
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in
Statement of Financial Accounting Standards No. 123. This statement does not
address the accounting for employee share ownership plans, which are subject to
AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock
Ownership Plans." Management believes the adoption of this statement will have
no impact on the financial statements of the Company.
In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151, "Inventory Costs-- an
amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
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amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that " . . under
some circumstances, items such as idle facility expense, excessive spoilage,
double freight, and rehandling costs may be so abnormal as to require treatment
as current period charges. . . ." This statement requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal." In addition, this Statement requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Management
believes the adoption of this statement will have no impact on the financial
statements of the Company.
Item 7. Financial Statements
Our financial statements as of and for the fiscal years ended December 31,
2005 and 2004 have been examined to the extent indicated in their report by H J
& Associates, LLC, independent certified public accountants, and have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the SEC. The aforementioned
financial statements are included herein starting with page F-1.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
This Item is not Applicable.
Item 8A. Controls and Procedures
As of the end of the period covered by this annual report, we carried out
an evaluation, under the supervision and with the participation of management,
including our chief executive officer and chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. In designing and evaluating the disclosure controls and
procedures, management recognizes that there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their desired control
objectives. Additionally, in evaluating and implementing possible controls and
procedures, management is required to apply its reasonable judgment.
Based upon the required evaluation, our chief executive officer and chief
financial officer concluded as of December 31, 2005, our disclosure controls and
procedures are effective in timely alerting them to material information
relating to the company required to be disclosed by us in the reports that we
file or submit under the Exchange Act to be recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. There
have been no significant changes in our internal controls over financial
reporting or in other factors that could significantly affect internal controls
over financial reporting subsequent to the date we carried out our evaluation.
Item 8B. Other Information
Reports on Form 8-K
Since the beginning of our fiscal fourth quarter commencing October 1, 2005
through the date of this report, we have filed current reports on Form 8-K
reporting the following:
January 9, 2006 - reporting under Item 1.01 that Trans Energy has
entered into an agreement to sell certain assets, including Arvilla
Oilfield Services, LLC held by Arvilla, Inc., our wholly owned
subsidiary, and reporting under Item 502 the resignation of our Chief
Executive Officer, Clarence E. Smith, and the appointment of James K.
Abcouwer as our new President and Chief Executive Officer.
-21-
April 13, 2006 - reporting under Item 2.01 the completion of the sale
of Arvilla, Inc. and reporting under Item 502 the resignations of two
directors, Clarence E. Smith and Rebecca Smith.
April 27, 2006 - reporting under Item 1.01 the sale of certain wells
and properties located in Campbell County Wyoming.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The following table sets forth the names, ages, and offices held by our
directors and executive officers:
Name Position Director Since Age
---- -------- -------------- ---
James K. Abcouwer President and C.E.O April 2006 52
Loren E. Bagley Vice President and Director August 1991 64
John G. Corp Director February 2005 46
William F. Woodburn Secretary / Treasurer August 1991 64
Chief Operating Officer
and Director
Robert L. Richards Director September 2001 59
On January 3, 2006 and in connection with the execution of the definitive
agreement to sell Arvilla, Clarence E. Smith resigned as our Chief Executive
Officer, which resignation has been accepted by the board of directors. Mr.
Smith remained as a director until the closing of the definitive agreement. Mr.
Smith was appointed as a director immediately following the acquisition of
Arvilla in January 2005 and became our CEO on February 28, 2005. On April 7,
2006, Mr. Smith resigned as a director, as did Rebecca L. Smith. Ms. Smith
joined the board of directors following the acquisition of Arvilla in January
2005. Both resignations were the result of the terms of the agreement to sell
Arvilla.
On January 6, 2006, our board of directors elected James K. Abcouwer as our
new President and Chief Executive Officer. On April 27, 2006 Mr. Abcouwer was
elected as a member of the board of directors.
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. We have not compensated
our directors for service on the Board of Directors or any committee thereof,
but directors are reimbursed for expenses incurred for attendance at meetings of
the Board and any committee thereof. Executive officers are appointed annually
by the Board and each executive officer serves at the discretion of the Board.
The Executive Committee of the Board of Directors, to the extent permitted under
Nevada law, exercises all of the power and authority of the Board in the
management of the business and affairs of Trans Energy between meetings of the
Board.
The business experience of each of the persons listed above during the past
five years is as follows:
James K. Abcouwer became President and C.E.O. in January 2006. Mr. Abcouwer
has 25 years of experience in the energy industry and is the former C.E.O. of
Columbia Natural Resources, Inc., an independent natural gas producer in the
Appalachian Basin. He has also served as President and C.E.O. of EnergyUSA, a
unit of NiSource Inc. Mr. Abcouwer is a 1975 graduate of the United States
Military Academy at West Point, and received a Masters in Business
Administration degree from Harvard Business School in 1982. Additionally, he is
co-owner of Northstar Energy Corp. of Charleston, W Va., an independent oil and
gas development company.
Loren E. Bagley served as our President and C.E.O. from September 1993 to
September 2001, at which time he resigned as President and was appointed Vice
President. From 1979 to the present, Mr. Bagley has been self -employed in the
oil and gas industry as president, C.E.O. or vice president of various
-22-
corporations which he has either started or purchased, including Ritchie County
Gathering Systems, Inc. Mr. Bagley's experience in the oil and gas industry
includes acting as a lease agent, funding and drilling of oil and gas wells,
supervising production of over 175 existing wells, contract negotiations for
purchasing and marketing of natural gas contracts, and owning a well logging
company specializing in analysis of wells. Prior to becoming involved in the oil
and gas industry, Mr. Bagley was employed by the United States government with
the Agriculture Department. Mr. Bagley attended Ohio University and Salem
College and earned a B.S. Degree.
John G. Corp became a director on February 28, 2005. Mr. Corp has more than
25 years of extensive experience in drilling, production and oilfield service
operations in the Appalachian Basin. Prior to joining Trans Energy, Inc., he
held various management positions with Belden & Blake Corp. from 1987-2004. He
has a BS degree in Petroleum Engineering from Marietta (Ohio) College and is a
member of the Society of Petroleum Engineers, the Ohio Oil & Gas Association and
is chairman of the Technical Advisory Committee or the Ohio Department of
Natural Resources.
William F. Woodburn has served as our Vice President from August 1991 to
September 2001, at which time he resigned as Vice President and was appointed
Secretary / Treasurer. In January 2006, Mr. Woodburn was named as our Chief
Operating Officer. Mr. Woodburn has been actively engaged in the oil and gas
business in various capacities for the past twenty years. For several years
prior to 1991, Mr. Woodburn supervised the production of oil and natural gas and
managed the pipeline operations of Tyler Construction Company, Inc. and Tyler
Pipeline, Inc. Mr. Woodburn is a stockholder and serves as President of Tyler
Construction Company, Inc., and is also a stockholder of Tyler Pipeline, Inc.
which owns and operates oil and gas wells in addition to natural gas pipelines,
and Ohio Valley Welding, Inc. which owns a fleet of heavy equipment that
services the oil and gas industry. Prior to his involvement in the oil and gas
industry, Mr. Woodburn was employed by the United States Army Corps of Engineers
for twenty four years and was Resident Engineer on several construction
projects. Mr. Woodburn graduated from West Virginia University with a B.S. in
civil engineering.
Robert L. Richards became a director and was appointed President and C.E.O.
in September 2001. On February 28, 2004, Mr. Richards relinquished his position
as C.E.O., but remained as a director. From 1982 to the present, he has been
President of Robert L. Richards, Inc. a consulting geologist firm with 27 years
experience in the petroleum industry. He has also served as a geologist with
Exxon, exploration geologist with Union Texas Petroleum, and regional
exploration manager for Carbonit Exploration, Inc. From 2000 to the present, he
has been President and C.E.O. of Derma - Rx, Inc., a formulator and marketer of
skin care products. Also, from 1992 to August 2000, Mr. Richards was C.E.O. of
Kaire Nutraceuticals, Inc., a developer and marketer of health and nutritional
products. Mr. Richards served as Vice President of Continental Tax Corporation
from March 1989 to August 1992. He has five and one-half years experience in the
United States Air Force as an Instructor Pilot. Mr. Richards holds a B.S. degree
in geology from Brigham Young University.
Item 10. Executive Compensation
We do not have a bonus, profit sharing, or deferred compensation plan for
the benefit of employees, officers or directors. Management is presently in the
process of developing an executive compensation program and deferred
compensation program for officers of the company, which will be presented to the
board of directors later in 2006. We currently have an employment contract with
Mr. Abcouwer with a two year term that includes bonus compensation for
accomplishment of certain objectives related to value creation and enhancement.
For the past three fiscal years ended December 31, 2005, our Chief
Executive Officers were not paid any cash compensation. No other executive
officers received cash compensation greater than $60,000 in any of the past
three fiscal years.
-23-
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best of our knowledge as
December 31, 2005, with respect to each person known by us to own beneficially
more than 5% of our outstanding common stock, each director and all directors
and officers as a group. Unless otherwise noted, the address of each person
listed below is that of Trans Energy, 210 Second Street, St. Marys, West Virgina
26170.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------
Robert L. Richards * 86,754(2) 1.8 %
Loren E. Bagley * 239,610(3) 5.1 %
William F. Woodburn * 600,396(4) 12.8 %
Clarence E. Smith * 696,469(5) 14.8 %
Rebecca L. Smith * 521,410(6) 11.1 %
John G. Corp.* 20,000 0.4 %
All directors and executive officers
a group (5 persons) 2,164,639 46.0 %
----------------------
* Indicates director and/or executive officer at December 31, 2005
(1) Based upon 4,707,515 shares of common stock outstanding.
(2) Includes 80,087 shares held in the name of Argene Richards, wife of Mr.
Richards.
(3) Includes 33,543 shares held in the name of Carolyn S. Bagley, wife of
Mr. Bagley, over which Mrs. Bagley retains voting power.
(4) Includes 133,670 shares in the name of Janet L. Woodburn, wife of Mr.
Woodburn, over which shares Mrs. Woodburn retains voting power, and
314,070 in the name of a corporation in which William and Janet
Woodburn are officers and shareholders.
(5) Includes 663,080 shares held in the name of Clarence E. Smith, 13,334
shares held in the names of two minor children of Clarence E. and
Rebecca L. Smith and 20,055 shares held in the name of Clarence E. and
Rebecca L. Smith but does not include 521,410 shares held in the name
of Rebecca L. Smith.
(6) Includes 521,410 shares held in the name of Rebecca L. Smith but does
not include 663,080 held in the name of Clarence E. Smith, 13,334
shares held in the names of two minor children of Clarence E and
Rebecca L. Smith, and 20,055 shares held in the name of Clarence E. and
Rebecca L. Smith.
Item 12. Certain Relationships and Related Transactions
During the past two fiscal years, there have been no transactions between
us and any officer, director, nominee for election as director, or any
shareholder owning greater than five percent (5%) of our outstanding shares, nor
any member of the above referenced individuals' immediate family, except as set
forth below.
Loren E. Bagley is President of Sancho, a principal purchaser of our
natural gas. Mr. Bagley's wife, Carolyn S. Bagley is a director and owner of 33%
of the outstanding capital stock of Sancho. Under our contract with Sancho, we
have the right to sell natural gas subject to the terms and conditions of a
20-year contract, as amended, that Sancho entered into with Hope Gas in 1988.
This agreement is a flexible volume supply agreement whereby we receive the full
price which Sancho receives less a $.05 per Mcf marketing fee paid to Sancho.
The price of the natural gas is based upon the greater of the residential gas
commodity index or the published Inside F.E.R.C. Index, at our option, for the
first 1,500 Mcf purchased per day by Hope Gas and thereafter the price is the
Inside F.E.R.C. Index. The residential gas commodity index does not directly
fluctuate with the overall price of natural gas. The Inside F.E.R.C. Index
fluctuates monthly with the change in the price of natural gas. While such
option provides certain price protection for us there can be no assurance that
prices paid by us to suppliers will be lower than the price which we would
receive under the Hope Gas arrangement. During 2005, we paid Sancho an aggregate
of approximately $18,400 pursuant to such contract.
-24-
On May 7, 1996, we borrowed $100,000 from William Stevenson. Such amount is
repayable in one installment of principal and interest of $110,000 on November
7, 1996. Messrs. Bagley, William F. Woodburn and John B. Sims are jointly and
severally liable with us for the repayment of such obligation. Such obligation
is secured by the pledge of 50,000 shares of common stock owned by Mr.
Woodburn's wife, Janet L. Woodburn. The note was subsequently purchased by an
entity in which Mr. and Mrs. Woodburn are officers and shareholders and
converted to 173,333 shares of Trans Energy common stock on October 4, 2004.
We occupy approximately 4,000 square feet of office space in St. Marys,
West Virginia, which we share with Tyler Construction and Ritchie County
Gathering Systems. Prior to 1997, the office space was paid for by Sancho and we
used the office space rent free. We believe that the foregoing transactions with
Sancho were made on terms no less favorable to us than those available from
unaffiliated third parties.
It is our policy that any future material transactions between us and
members of management or their affiliates shall be on terms no less favorable
than those available from unaffiliated third parties.
Item 13. Exhibits
Exhibits
Exhibit No. Exhibit Name
2.1(1) Stock Acquisition Agreement between Trans Energy and Loren E. Bagley
and William F. Woodburn
2.2(1) Asset Acquisition Agreement between Trans Energy and Dennis L.
Spencer
2.3(1) Asset Acquisition Agreement between Trans Energy and Tyler Pipeline,
Inc.
2.4(1) Stock Exchange Agreement between Trans Energy and Ritchie County
Gathering Systems, Inc.
2.5(1) Plan and Agreement of Merger between Trans Energy, Inc. (Nevada) and
Apple Corp. (Idaho), to facilitate the change of our corporate
domicile to Nevada
2.6(2) Agreements related to acquisition of Vulcan Energy Corporation
2.7(5) Agreement and Plan of Reorganization with Arvilla, Inc.
3.1(1) Articles of Incorporation and all amendments pertaining thereto, for
Apple Corp., an Idaho corporation
3.2(1) Articles of Incorporation for Trans Energy, Inc., a Nevada
corporation
3.3(1) Articles of Merger for the States of Nevada and Idaho
3.4(1) By-Laws
4.1(1) Specimen Stock Certificate
10.1(1) Marketing Agreement with Sancho Oil and Gas Corporation
10.2(1) Gas Purchase Agreement with Central Trading Company
10.3(1) Price Agreement with Key Oil Company
10.4(3) Settlement Agreement and Mutual Release
10.5(4) Agreement with Texas Energy Trust Company
10.6(4) Assignment and Agreement with Texas Energy Trust Company and Cobham
Gas Industries, Inc.
10.7(7) Asset Purchase Agreement with Texas Energy Trust Company.
10.8(8) Definitive Agreement to sell Arvilla Oilfield Services, LLC
10.9(9) First Amendment to Definitive Agreement
21.1(6) Subsidiaries of Registrant (Revised)
31.1 Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of Principal Accounting Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
32.2 Certification of Principal Accounting Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.1(1) Reserve Estimate and Evaluation of oil and gas properties 99.2(1)
Reserve Estimate and Evaluation for Dennis L. Spencer wells
(1) Previously filed as exhibit to Form 10-SB.
(2) Previously filed as exhibit to Form 8-K dated August 7, 1995.
(3) Previously filed as exhibit to Form 8-K file January 23, 2004.
-25-
(4) Previously filed as exhibit to Form 8-K filed November 11, 2004.
(5) Previously filed as exhibit to the Preliminary Information Statement
pursuant to Section 14C filed with the SEC on December 8, 2004.
(6) Previously filed as exhibit to Form 10-KSB for year ended December
31, 2004 filed April 27, 2005.
(7) Previously filed as exhibit to Form 8-K dated September 1, 2005.
(8) Previously filed as exhibit to Form 8-K dated January 3, 2006. (9)
Previously filed as exhibit to Form 8-K filed April 13, 2006
Item 14. Principal Accountants Fees and Services
We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee. Our board of directors will
approve in advance the scope and cost of the engagement of an auditor before the
auditor renders audit and non-audit services. As a result, we do not rely on
pre-approval policies and procedures.
Audit Fees
----------
The aggregate fees billed by our independent auditors, H J & Associates,
for professional services rendered for the audit of our annual financial
statements included in our Annual Reports on Form 10-KSB for the years ended
December 31, 2005 and 2004, and for the review of quarterly financial statements
included in our Quarterly Reports on Form 10-QSB for the quarters ending March
31, June 30 and September 30, 2005 and 2004, were $91,312 for 2005 and $24,119
for 2004.
Audit Related Fees
------------------
For the years ended December 31, 2005 and 2004, there were no fees billed
for assurance and related services by H J & Associates relating to the
performance of the audit of our financial statements which are not reported
under the caption "Audit Fees" above.
Tax Fees
--------
For the years ended December 31, 2005 and 2004, fees billed by H J &
Associates for tax compliance, tax advice and tax planning were $2,300 and
$1,101, respectively.
We do not use H J & Associates for financial information system design and
implementation. These services, which include designing or implementing a system
that aggregates source data underlying the financial statements or generates
information that is significant to our financial statements, are provided
internally or by other service providers. We do not engage H J & Associates to
provide compliance outsourcing services.
The board of directors has considered the nature and amount of fees billed
by H J & Associates and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining H J & Associates'
independence.
-26-
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.
TRANS ENERGY, INC.
BY: /S/ JAMES K. ABCOUWER
--------------------------------------------
James K. Abcouwer,
President and C.E.O.
Dated: May 22, 2006
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 dates indicated.
Signature Title Date
--------- ----- ----
/S/ JAMES K. ABCOUWER President, C.E.O. and Director May 22, 2006
----------------------------------
James K. Abcouwer
/S/ LOREN E. BAGLEY Vice President and Director May 22, 2006
------------------------------------
Loren E. Bagley Principal Financial Officer
May 22, 2006
/S/ JOHN G. CORP Director
-----------------------------------------
John G. Corp
/S/ WILLIAM F. WOODBURN Secretary ,Treasurer, May 22, 2006
------------------------------ C.O.O. and Director
William F. Woodburn Principal Accounting Officer
/S/ ROBERT L. RICHARDS Director May 22, 2006
----------------------------------
Robert L. Richards
-27-
TRANS ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005
TRANS ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005
F-1
C O N T E N T S
Report of Independent Registered Public Accounting Firm ................... 3
Consolidated Balance Sheet ................................................ 4
Consolidated Statements of Operations ..................................... 6
Consolidated Statements of Stockholders' Equity (Deficit).................. 7
Consolidated Statements of Cash Flows ..................................... 8
Notes to the Consolidated Financial Statements ............................10
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Trans Energy, Inc. and Subsidiaries
St. Mary's, West Virginia
We have audited the accompanying consolidated balance sheet of Trans Energy,
Inc. and Subsidiaries (the Company) as of December 31, 2005 and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2005 and 2004. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated 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 the Company as of
December 31, 2005 and the results of their operations and their cash flows for
the years ended December 31, 2005 and 2004, in conformity with United States
generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated financial statements, the Company has generated significant losses
from operations, has an accumulated deficit of $30,684,681 and has a working
capital deficit of $3,079,443 at December 31, 2005, which together raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 8. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
HJ & Associates, LLC
-------------------------
Salt Lake City, Utah
May 17, 2006
F-3
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
ASSETS
December 31,
2005
CURRENT ASSETS
Cash $ 439,258
Accounts receivable, net (Note 1) 1,396,696
Other current assets 9,617
-------------------
Total Current Assets 1,845,571
-------------------
PROPERTY AND EQUIPMENT, NET (Note 2) 2,160,256
-------------------
OTHER ASSETS
Assets of discontinued operations (Note 13) 7,410,571
Deposits 4,914
Investments 175,000
Life insurance, cash surrender value 75,995
-------------------
Total Other Assets 7,666,480
-------------------
TOTAL ASSETS $ 11,672,307
===================
The accompanying notes are an integral part of
these consolidated financial statements.
F-4
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
December 31,
2005
CURRENT LIABILITIES
Accounts payable - trade $ 2,607,130
Related party payables (Note 4) 855,502
Accrued expenses 860,368
Judgments payable (Note 7) 77,767
Debentures payable (Note 9) 50,000
Notes payable - current portion (Note 3) 474,247
-------------------
Total Current Liabilities 4,925,014
-------------------
LONG-TERM LIABILITIES
Notes payable (Note 3) 191,830
Liabilities of discontinued operations (Note 13) 5,665,468
Asset retirement obligation (Note 1) 799,393
-------------------
Total Long-Term Liabilities 6,656,691
-------------------
Total Liabilities 11,581,705
-------------------
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS' EQUITY (DEFICIT) (Note 6)
Preferred stock; 10,000,000 shares authorized at $0.001 par
value; -0- shares issued and outstanding -
Common stock; 500,000,000 shares authorized at $0.001 par
value; 4,952,148 shares issued and 4,707,515 outstanding 4,952
Capital in excess of par value 30,856,798
Treasury stock (286,467)
Accumulated deficit (30,484,681)
-------------------
Total Stockholders' Equity (Deficit) 90,602
-------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 11,602,307
===================
The accompanying notes are an integral part
of these consolidated financial statements.
F-5
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the Years Ended
December 31,
2005 2004
---------------- -----------------
REVENUES $ 4,797,201 $ 2,390,099
---------------- -----------------
COSTS AND EXPENSES
Cost of oil and gas 4,553,758 1,736,444
Salaries and wages 295,164 375,539
Depreciation, depletion and amortization 265,866 321,115
Selling, general and administrative 496,758 241,128
---------------- -----------------
Total Costs and Expenses 5,611,546 2,674,226
---------------- -----------------
LOSS FROM OPERATIONS (814,345) (284,127)
---------------- -----------------
OTHER INCOME (EXPENSE)
Other income 721 12,891
Gain on disposition of debt 7,306 416,560
Interest expense (129,034) (193,683)
Loss on extinguishments of debt - (653,257)
Gain (Loss) on disposition of assets (176,037) 198,768
---------------- -----------------
Total Other Income (Expense) (297,044) (218,721)
---------------- -----------------
LOSS BEFORE INCOME TAXES (1,111,389) (502,848)
INCOME TAXES - -
----------------- -----------------
LOSS FROM CONTINUING OPERATIONS (1,111,389) (502,848)
LOSS FROM DISCONTINUED OPERATIONS (345,204) -
---------------- -----------------
NET LOSS - attributed to common shareholders $ (1,456,593) $ (502,848)
================ =================
BASIC LOSS PER SHARE
Continuing operations $ (0.24) $ (0.22)
Discontinued operations (0.07) -
---------------- -----------------
Total Basic Loss Per Share $ (0.31) $ (0.22)
================ =================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 4,678,294 2,277,486
================ =================
The accompanying notes are an integral part
of these consolidated financial statements.
F-6
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit)
Preferred Stock Common Stock Capital in
--------------------------- -------------------------- Excess of Treasury Accumulated
Shares Amount Shares Amount Par Value Stock Deficit
------------ ------------- ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2003 -- $ -- 1,793,405 $ 1,793 $ 23,372,376 -- $ (28,525,240)
Common stock issued for
debt and interest
January 2004 -- -- 163,704 164 297,695 -- --
Common stock issued for
debt and interest
October 2004 -- -- 1,353,332 1,353 2,434,647 -- --
Common stock issued for
Acquisition, December 2004 -- -- 344,633 245 403,400 -- --
Contributed capital,
December 2004 -- -- -- -- 1,346,529 -- --
Net loss for the year ended
December 31, 2004 -- -- -- -- -- -- (502,848)
------------- ------------- ------------- ------------- ------------- ------------- -------------
Balance, December 31, 2004 -- $ -- 3,555,074 $ 3,555 $ 2,854,647 -- $ (29,028,088)
Common stock issued for
services, January 2005 -- -- 50,000 50 92,450 -- --
Fractional shares issued in
reverse stock split -- -- 382 -- -- -- --
Common stock issued for
Acquisition, January 2005 -- -- 1,185,024 1,185 2,368,863 -- --
Contributed services -- -- -- -- 250,000 -- --
Common stock issued for
debt, July 2005 -- -- 141,668 142 254,858 -- --
Treasury shares, August 2005 -- -- -- -- -- (286,467) --
Common stock issued for
services, December 2005 -- -- 20,000 20 35,980 -- --
Net loss for the year ended
December 31, 2005 -- -- -- -- -- -- (1,456,593)
------------- ------------- ------------- ------------- ------------- ------------- -------------
Balance, December 31, 2005 -- $ -- 4,952,148 $ 4,952 $ 30,856,798 $ (286,467) $ (30,384,691)
============= ============= ============= ============= ============= ============= =============
The accompanying notes are aintegral part
of these consolidated financial statements
F-7
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended
December 31,
---------------------------------
2005 2004
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,313,687) $ (502,848)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation, depletion and amortization 265,866 321,115
Loss on extinguishments of debt - 653,257
Gain (loss) on disposition of assets (203,280) (198,768)
Common stock issued for services and
beneficial conversion features 761,750 --
Gain on disposition of debt -- (416,560)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (742,779) (397,761)
Decrease (increase) in other receivable 8,825 49,627
(Increase) decrease in prepaid and other assets 28,582 2,872
(Decrease) increase in accounts payable 1,852,537 523,519
(Decrease) increase in advances from related parties 75,081 416,591
(Decrease) increase in accrued expenses 15,510 263,690
Decrease in judgments payable -- (2,500)
Increase in environmental remediation 37,650 (103,138)
---------------- ----------------
Net Cash Provided (Used) by Operating Activities 605,392 609,096
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 203,280 200,000
Expenditures for property and equipment (313,327) --
Proceeds from sale of life insurance cash value -- 53,367
Payment on other non current assets -- (932)
---------------- ----------------
Net Cash Provided by Investing Activities (110,047) 252,435
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in cash overdraft -- (49,120)
Principal payments to related parties -- (280,000)
Principal payments on notes payable (135,749) (241,402)
Principal payments on judgment payable -- (212,000)
---------------- ----------------
Net Cash (Used) by Financing Activities (135,749) (782,522)
--------------- ---------------
The accompanying notes are an integral part
of these consolidated financial statements.
F-8
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Years Ended
December 31,
-------------------------------------
2005 2004
----------------- -----------------
Cash acquired in acquisition of subsidiary $ -- $ 470
----------------- -----------------
NET INCREASE (DECREASE) IN CASH 359,596 79,479
CASH, BEGINNING OF YEAR 79,662 183
----------------- -----------------
CASH, END OF YEAR $ 439,258 $ 79,662
================= =================
CASH PAID FOR:
Interest $ 129,034 $ 295,947
Income taxes $ -- $ --
NON-CASH ACTIVITIES:
The Company disposed of a portion of Cobham Gas Industries, Penine
Resources, Inc., and Belmont Energy, Inc. The Company received 244,633
shares of its common stock valued at $286,467 for net assets of $857,100.
The Company issued 141,668 shares of common stock for debt relief of
$255,000.
Various key employees of the Company contributed $250,000 of services.
The Company issued 1,185,024 shares of common stock for Arvilla, Inc. for
net assets of $2,370,048.
The Company issued 70,000 shares of common stock for services valued at
$128,500.
The accompanying notes are an integral part
of these consolidated financial statements.
F-9
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated in the State of Idaho on January 16,
1964. On January 11, 1988, the Company changed its name to Apple
Corporation. In 1988, the Company acquired oil and gas leases and
other assets from Ben's Run Oil Company (a Virginia limited
partnership) and has since engaged in the business of oil and gas
production.
On November 5, 1993, the Board of Directors caused to be incorporated
in the State of Nevada, a new corporation by the name of Trans Energy,
Inc., with the specific intent of effecting a merger between Trans
Energy, Inc. of Nevada and Apple Corp. of Idaho, for the sole purpose
of changing the domicile of the Company to the State of Nevada. On
November 15, 1993, Apple Corp. and the newly formed Trans Energy, Inc.
executed a merger agreement whereby the shareholders of Apple Corp.
exchanged all of their issued and outstanding shares of common stock
for an equal number of shares of Trans Energy, Inc. common stock.
Trans Energy, Inc. was the surviving corporation and Apple Corp. was
dissolved.
b. Principles of Consolidation
The consolidated financial statements include the Company and its
wholly-owned subsidiaries, Prima Oil Company, Inc., Ritchie County
Gathering Systems, Inc., Tyler Construction Company, Inc, and Tyler
Energy, Inc. In addition, the consolidated financial statements
include two of the Company's other subsidiaries, Arvilla Oilfield
Services, LLC which was disposed of subsequent to December 31, 2005
and has been presented as "discontinued operations" in these
consolidated financial statements. All significant intercompany
accounts and transactions have been eliminated.
c. Accounting Method
The Company uses the successful efforts method of accounting for oil
and gas producing activities. Costs to acquire mineral interests in
oil and gas properties, to drill and equip exploratory wells that find
proved reserves, and to drill and equip development wells are
capitalized. Costs to drill exploratory wells that do not find proved
reserves, geological and geophysical costs, and costs of carrying and
retaining unproved properties are expensed.
Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value, and a loss is
recognized at the time of impairment by providing an impairment
allowance. Other unproved properties are amortized based on the
Company's experience of successful drilling and average holding
period. Capitalized costs of producing oil and gas properties, after
considering estimated dismantlement and abandonment costs and
estimated salvage values, are depreciated and depleted by the
unit-of-production method. Support equipment and other property and
equipment are depreciated over their estimated useful lives.
On the sale or retirement of a complete unit of a proved property, the
cost and related accumulated depreciation, depletion, and amortization
are eliminated from the property accounts, and the resultant gain or
loss is recognized. On the retirement or sale of a partial unit of
proved property, the cost is charged to accumulated depreciation,
depletion, and amortization with a resulting gain or loss recognized
in income.
F-10
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Accounting Method (Continued)
On the sale of an entire interest in an unproved property for cash or
cash equivalent, gain or loss on the sale is recognized, taking into
consideration the amount of any recorded impairment if the property
had been assessed individually.
If a partial interest in an unproved property is sold, the amount
received is treated as a reduction of the cost of the interest
retained.
The Company has elected a December 31 year-end.
d. Basic Loss per Share of Common Stock
The basic loss per share of common stock is based on the weighted
average number of shares issued and outstanding at the date of the
consolidated financial statements. Fully diluted loss per share of
common stock is not disclosed as the common stock equivalents are
antidilutive in nature. For the Years Ended December 31, 2005 2004
Numerator:
Loss from operations $ (1,111,389) $ (502,848)
Discontinued Operations (345,204) -
----------------- -------------------
Net Loss $ (1,456,593) $ (502,848)
=================== ===================
Denominator - weighted average shares 4,678,294 2,277,486
=================== ===================
Net loss per share:
Continuing operations $ (0.24) $ (0.22)
Discontinued operations (0.07) (0.00)
------------------- -------------------
Total Basic Loss Per Share $ (0.31) $ (0.22)
=================== ===================
At December 31, 2005, the Company had a convertible debenture and
accrued interest which could have been converted into approximately
33,000 shares of common stock, which have been excluded from loss per
share because the effect would be anti-dilutive.
d. Provision for Taxes
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
F-11
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Provision for Taxes (Continued)
Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of
December 31, 2005 and 2004:
2005 2004
------------------ ----------------
Deferred tax assets:
NOL carryover $ 9,966,065 $ 9,747,505
Accrued expenses 252,250 246,200
Valuation allowance (10,218,315) (9,993,705)
------------------- ------------------
Net deferred tax asset $ -- $ --
=================== ==================
The income tax provision differs from the amount of income tax
determined by applying the U.S. federal and state income tax rates of
39% to pretax income from continuing operations for the years ended
December 31, 2005 and 2004 due to the following:
2005 2004
------------------ ------------------
Book income $ (512,338) $ (196,110)
Other -- 50
Discontinued operations 60,836 -
Officer insurance -- 1,460
Stock for services 50,115 --
Contributed services 97,500 --
Loss on debt -- 299,490
Loss on disposal of assets 79,279 --
Accrued expenses 6,049 2,198
Valuation allowance 218,559 (107,088)
------------------- ------------------
$ -- $ -- -
=================== ==================
At December 31, 2005, the Company had net operating loss carryforwards
of approximately $24,560,000 that may be offset against future taxable
income from the year 2005 through 2025. No tax benefit has been
reported in the December 31, 2005 consolidated financial statements
since the potential tax benefit is offset by a valuation allowance of
the same amount.
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carryforwards for Federal income tax
reporting purposes are subject to annual limitations. Should a change
in ownership occur, net operating loss carryforwards may be limited as
to use in future years.
F-12
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Asset Retirement Obligation
The following is a description of the changes to the Company's asset
retirement obligation from January 1 through December 31, 2005:
Reclamation obligation (asset retirement obligation)
as reported at December 31, 2004 $ 1,571,749
Disposition of subsidiary (810,006)
Accretion expense:
Revision in reclamation cost estimates -
Accretion expense - January 1, 2005 through
December 31, 2005 37,650
------------------
Reclamation obligation at December 31, 2005 $ 799,393
==================
f. Depreciation
Fixed assets are stated at cost. Depreciation on vehicles, machinery
and equipment is provided using the straight line method over expected
useful lives of five years. Depreciation on pipelines and well
equipment is provided using the straight-line method over the expected
useful lives of fifteen years. Wells are being depreciated using the
units-of-production method on the basis of total estimated units of
proved reserves.
g. 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 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.
Actual results could differ from those estimates.
h. Long Lived Assets
The Company reviews long-lived assets and identifiable intangibles
whenever events or circumstances indicate that the carrying amounts of
such assets may not be fully recoverable. The Company evaluates the
recoverability of long-lived assets by measuring the carrying amounts
of the assets against the estimated undiscounted cash flows associated
with these assets. At the time such evaluation indicates that the
future undiscounted cash flows of certain long-lived assets are not
sufficient to recover the assets' carrying value, the assets are
adjusted to their fair values (based upon discounted cash flows).
F-13
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Accounts Receivable
Accounts receivable are carried at the expected net realizable value.
The allowance for doubtful accounts is based on management's
assessment of the collectibility of specific customer accounts and the
aging of the accounts receivables. If there were a deterioration of a
major customer's creditworthiness, or actual defaults were higher than
historical experience, our estimates of the recoverability of the
amounts due to us could be overstated, which could have a negative
impact on operations.
j. New Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board, issued
Statement of Financial Accounting Standards ("SFAS, No. 154"),
"Accounting Changes and Error Corrections," which replaces Accounting
Principles Board Opinion No. 20, "Accounting Changes," and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements -- An
Amendment of APB Opinion No. 28". SFAS No. 154 provides guidance on
accounting for and reporting changes in accounting principle and error
corrections. SFAS No. 154 requires that changes in accounting
principle be applied retrospectively to prior period financial
statements and is effective for fiscal years beginning after December
15, 2005. The Company does not expect SFAS No. 154 to have a material
impact on our consolidated financial position, results of operations,
or cash flows.
In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 153. This statement
addresses the measurement of exchanges of nonmonetary assets. The
guidance in APB Opinion No. 29, "Accounting for Nonmonetary
Transactions," is based on the principle that exchanges of nonmonetary
assets should be measured based on the fair value of the assets
exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to
eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance.
A nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements
for fiscal years beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges incurred during fiscal years
beginning after the date of this statement is issued. Management
believes the adoption of this statement will have no impact on the
financial statements of the Company.
In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123R,
"Accounting for Stock Based Compensations." This statement supersedes
APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
its related implementation guidance. This statement establishes
standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods and services. It also
addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of
those equity instruments. This statement focuses primarily on
accounting for transactions in which an
F-14
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
j. New Accounting Pronouncements (Continued)
entity obtains employee services in share-based payment transactions.
This statement does not change the accounting guidance for share based
payment transactions with parties other than employees provided in
Statement of Financial Accounting Standards No. 123. This statement
does not address the accounting for employee share ownership plans,
which are subject to AICPA Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans." Management believes
the adoption of this statement will have no impact on the financial
statements of the Company.
In November 2004, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 151, "Inventory
Costs-- an amendment of ARB No. 43, Chapter 4". This statement amends
the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43,
Chapter 4, previously stated that ". . . under some circumstances,
items such as idle facility expense, excessive spoilage, double
freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This statement requires
that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this
Statement requires that allocation of fixed production overheads to
the costs of conversion be based on the normal capacity of the
production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management
believes the adoption of this statement had no material impact on the
Company.
The implementation of the provisions of these pronouncements is not
expected to have a significant effect on the Company's consolidated
financial statement presentation.
k. Stock Split
On November 29, 2004 the board of directors and stockholders holding a
majority of outstanding common stock of the Company approved a one
share for 150 shares reverse split of the common stock. All references
to per share data and common stock have been restated to reflect the
effect of this reverse split.
F-15
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 2 - PROPERTY AND EQUIPMENT
At December 31, 2005, property and equipment consisted of:
Vehicles $ 60,724
Machinery and equipment 1,600
Furniture and Fixtures 1,847
Pipelines 1,392,648
Well equipment 87,009
Leasehold acreage 64,004
Accumulated depreciation (1,370,199)
------------------
Total Fixed Assets $ 237,633
===================
Depreciation expense was $239,595 and $195,150 for the years ended
December 31, 2005 and 2004, respectively.
At December 31, 2005 the Company's proved properties consist of costs
in the following:
Wells, Wyoming $ 3,079,481
Wells, West Virginia 1,575,345
Less: accumulated depletion (2,732,203)
-----------------
$ 1,922,623
Depletion expense was $113,390 and $125,965 for the years ended
December 31, 2005 and 2004.
Productive Gas Wells
The following summarizes the Company's productive oil and gas wells as
of December 31, 2005. Productive wells are producing wells and wells
capable of production. Gross wells are the total number of wells in
which the Company has an interest. Net wells are the sum of the
Company's fractional interests owned in the gross wells.
Gross Net
------------------ ------------------
Productive oil wells, Wyoming 6 2
Oil and gas wells, West Virginia 93 93
------------------ ------------------
99 95
================== ==================
The Company operates its West Virginia wells and does not operate its
Wyoming wells.
F-16
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 2 - PROPERTY AND EQUIPMENT (Continued)
Oil and Gas Acreage
The following table sets forth the undeveloped leasehold acreage, by area,
held by the Company as of December 31, 2005. Undeveloped acres are acres on
which wells have not been drilled or completed to a point that would permit
the production of commercial quantities of oil and gas, regardless of
whether or not such acreage contains proved reserves. Gross acres are the
total number of acres in which the Company has a working interest. Net
acres are the sum of the Company's fractional interests owned in the gross
acres. In certain leases, the Company's ownership varies at different
depths; therefore, the net acres in these leases are calculated using the
lowest ownership interest at any depth.
Gross Net
------------------ ------------------
Wyoming, approximately 2,800 2,530
West Virginia, approximately 10,000 8,750
------------------ ------------------
12,800 11,280
================== ==================
NOTE 3 - LONG-TERM DEBT
The Company had the following debt obligations at December 31, 2005:
Note payable to an individual, due on demand, bearing interest at
9.25%, interest payments due monthly, secured by
equipment. $ 292,078
Union Bank of Tyler County, principal and interest payments
of $1,740 due monthly with interest at 9.5%, unsecured 16,658
New York Life, 5.87% interest rate, due upon demand,
secured by life insurance cash value. 69,311
Note payable to a Company, due on demand, unsecured,
non interest bearing. 61,222
Wesbanco, principal and interest payments of $3,500 due monthly,
interest at prime +1%, secured by officers' personal
assets. 267,229
Union Bank of Tyler County, principal and interest payments of
$326 due monthly, interest at 5.0%, secured by a vehicle. 10,028
Note due to a individual, unsecured with interest
at 7.00%, due upon demand. 10,774
-------------
Total 727,300
Less Current Portion (474,247)
-------------
Total Long-Term Debt $ 253,053
==============
F-17
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 3 - LONG-TERM DEBT (Continued)
Future maturities of long-term debt are as follows:
2006 $ 474,247
2007 29,158
2008 27,323
2009 26,523
2010 28,796
2011 and thereafter 141,253
--------------------
Total $ 727,300
====================
At December 31, 2005, total interest accrued for these debt
obligations was $0.
NOTE 4 - RELATED PARTY TRANSACTIONS
a. Marketing Agreement - Sancho
Natural gas delivered through the Company's pipeline network is sold
either to Sancho Oil and Gas Corporation ("Sancho"), a company
controlled by the Vice President of the Company, at the industrial
facilities near Sistersville, West Virginia, or to Dominion Gas, a
local utility, on an on-going basis at a variable price per month per
Mcf.
Under its contract with Sancho, the Company has the right to sell
natural gas subject to the terms and conditions of a 20-year contract,
as amended, that Sancho entered into with Dominion Gas in 1988. This
agreement is a flexible volume supply agreement whereby the Company
receives the full price which Sancho charges the end user less a $0.05
per Mcf marketing fee paid to Sancho.
b. Well Drilling and Operating Agreement
In June 2000, the Company entered into a well drilling and operating
agreement with Sancho Oil and Gas Corporation ("Sancho"), a company
controlled by the Vice President of the Company, on an on-going basis.
Sancho provided seven drill-down wells located in Tyler County, West
Virginia and the Company was to pay 100% of the cost of drilling and
completing the well including any topside equipment needed and other
related equipment. The Company will receive 75% of the working
interest in each of the wells competed.
c. Receivables and Payables
The Company has various payables to the officers and companies of the
officers. These amounts have been grouped together with a net payable
of $794,280 and receivable of $0 at December 31, 2005. At December 31,
2005, total interest accrued in the net related party payable was
$16,024, which is included in the total owed to the related parties.
F-18
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 5 - ECONOMIC DEPENDENCE AND MAJOR CUSTOMERS
The Company's marketing arrangement with Sancho accounted for
approximately 100% and 82% of the Company's revenue for the years
ended December 31, 2005 and 2004, respectively in Tyler Construction
Company. This marketing agreement is in effect until December 1, 2008.
Another customer also generated sales of 100% and 99% of Ritchie
County total sales in 2005 and 2004, respectively.
NOTE 6 - STOCKHOLDERS' EQUITY
Preferred Stock -The Company has authorized 10,000,000 shares of $.001
par value preferred stock. The preferred stock shall have preference
as to dividends and to liquidation of the Company.
Common Stock - The Company has authorized 500,000,000 shares of $.001
par value common stock.
In January 2004, the Company issued 163,704 shares of common stock for
debt relief of $297,859.
In December 2004, the Company issued 1,353,332 shares of commons stock
for debt relief of $2,436,000.
In December 2004, key employees of the Company contributed $1,346,529
of accrued payroll and services.
In December 2004, the Company issued 244,633 shares of common stock
for an acquisition of a subsidiary valued at $403,645.
In January 2005, the Company issued 50,000 shares of common stock for
services valued at $92,500.
In January 2005, the Company issued 1,185,024 shares of common stock
for an acquisition of a subsidiary valued at $ 2,370,048.
In 2005, key employees of the Company contributed services valued at
$250,000.
In July 2005, the Company issued 141,668 shares of the common stock
for debt relief of $255,000.
In August 2005, the Company received 244,633 shares of the common
stock of the Company in return for the sale of certain assets of the
Company. These shares have been accounted for as treasury stock.
In December 2005, the Company issued 20,000 shares of common stock for
consulting services valued at $36,000.
F-19
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 7 - JUDGMENTS PAYABLE
Core Laboratories, Inc.
On July 28, 1999, Core Laboratories, Inc. (Core) obtained a judgment
against the Company for non-payment of an account payable. The
judgment calls for monthly payments of $351 and is bearing interest at
10.00% per annum. At December 31, 2005, the Company had accrued a
balance of $19,983 including interest of $8,348(5,932) which is
included in judgments payable and accrued expenses, respectively.
RR Donnelly
On July 1, 1998, RR Donnelly (RR) obtained a judgment against the
Company for non-payment of accounts payable. The judgment calls for
monthly payments of $3,244 and is bearing interest at 10.00% per
annum. At December 31, 2005, the Company has accrued a balance of
$90,286 including interest of $26,581which is included in judgment
payable and accrued expenses, respectively.
Tioga Lumber Company
On September 22, 2000, Tioga Lumber Company obtained a judgment of
$43,300 plus interest in the Circuit Court of Pleasants County, West
Virginia, against Tyler Construction Company for breach of contract.
On February 28, 2002, we reached a negotiated payment schedule with
Tioga and made the initial payment. We believe that we have satisfied
the balance owed to Tioga of $26,233.58, although the judgment has not
yet been released. We are proceeding to secure the release of the
judgment.
Arvilla Debt Doventants
Arvilla Oilfield Services was required under a certain loan agreement
to maintain specific financial ratios under covenants contained in the
loan agreement. At December 31, 2005 Arvilla was in compliance with
those covenants.
NOTE 8 - GOING CONCERN
The Company's consolidated financial statements are prepared using
United States generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The
Company has incurred cumulative operating losses through December 31,
2005 of $30,341,775, and has a working capital deficit at December 31,
2005 of $3,018,221.
Revenues have not been sufficient to cover its operating costs and to
allow it to continue as a going concern. The potential proceeds from
the sale of common stock, sale of drilling programs, and other
contemplated debt and equity financing, and increases in operating
revenues from new development and business acquisitions would enable
the Company to continue as a going concern. There can be no assurance
that the Company can or will be able to complete any debt or equity
financing. The Company's consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
F-20
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 9 - CONVERTIBLE DEBENTURES
On September 10, 1998, the Company completed a debenture issue of
$4,625,400 face value, 8% Secured Convertible Debentures due March 31,
1999 (the "Debentures"). Pursuant to the terms of the Debentures, the
Company had agreed to file a registration statement with the
Commission to register the shares of the Company's Common Stock into
which the Debentures may be converted. Upon effectiveness of the
registration statement, the shares of the Company's Common Stock
underlying the Debentures, when issued, will be deemed registered
securities and will not be restricted as to the resale of such
securities.
Because the Company failed to file its registration statement within
forty-five (45) days from the closing of the Debenture offering, the
Company was obligated to increase by up to fifteen percent (15%) the
number of shares issuable upon conversion to each holder.
At December 31, 2005, the Company owed a remaining $50,000 on the
debentures plus $24,853 in accrued interest and $2,500 in penalties.
Convertible debenture dated 2001 bearing interest at 10% with interest
and principal due upon demand; unsecured; convertible into the
Company's common stock at $0.035 per share: $ 50,000
Less current portion (50,000)
--------------
Long-term portion $ --
==============
NOTE 10 - BUSINESS SEGMENTS
The Company has adopted SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information." The Company conducts its
operations principally as oil and gas sales with Trans Energy, Prima
Oil, and Cobham Gas & Oil, Inc., Penine Resources, Inc., and Belmont
Energy, inc. and pipeline transmission with Ritchie County and Tyler
Construction.
F-21
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 10 - BUSINESS SEGMENTS (Continued)
Certain financial information concerning the Company's operations in
different industries is as follows:
For the
Years Ended Oil and Gas Pipeline Corporate
December 31, Sales Transmission Unallocated
------------ ----- ------------ -----------
Oil and gas revenue 2005 $ 271,165 $ 3,853,243 $ --
2004 986,220 1,403,879 --
Operating (loss) income
applicable to industry segment 2005 (868,484) 35,076 --
2004 523,857 68,155 --
Interest expense 2005 (98,981) (30,053) --
2004 (156,277) (37,407) --
Other income (expenses) 2005 (141,358) (58,395) --
2004 -- -- --
Assets
(net of intercompany accounts) 2005 2,569,239 1,605,263 1,975,244
2004 2,033,346 680,956 --
Depreciation and amortization 2005 161,824 191,161 --
2004 220,836 74,043 --
Property and equipment
acquisitions 2005 313,327 -- 2,370,048
2004 2,613,460 -- --
NOTE 11 - OUTSTANDING STOCK OPTIONS
The Company applies Accounting Principles Board ("APB") Opinion 25,
"Accounting for Stock Issued to Employees," and related
Interpretations in accounting for all stock option plans. Under APB
Opinion 25, compensation cost is recognized for stock options granted
to employees when the option price is less than the market price of
the underlying common stock on the date of grant.
Under FASB Statement 123, the Company estimates the fair value of each
stock award at the grant date by using the Black-Scholes option
pricing model with the following weighted average assumptions used for
grants, respectively; dividend yield of zero percent for all years;
expected volatility of 68.72%; risk-free interest rate of 4.08 and
expected lives of 10 years for the three months ended March 31, 2006
and 2005.
F-22
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 11 - OUTSTANDING STOCK OPTIONS (Continued)
Had compensation cost for the Company's stock options granted to
directors and employees been based on the fair value as determined by
the Black-Scholes option pricing model at the grant date under the
accounting provisions of SFAS No. 123, the Company would have recorded
an additional expense of $837,416, pertaining to the vested portion of
the options, for the year ended December 31, 2005. Also under these
same provisions, the Company's net loss would have been changed by the
pro forma amounts indicated below:
For the Year Ended
December 31,
------------------------------------------
2005 2004
-------------------- --------------------
Net loss:
As reported $ (1,313,687) $ (502,848)
Pro forma $ (2,151,103) $ (502,848)
Basic loss per share:
As reported $ (0.28) $ (0.22)
Pro forma $ (0.46) $ (0.22)
Stock Options - A summary of the status of the options granted under
various agreements at December 31, 2005 and 2004, and changes during
the years then ended is presented below:
December 31, 2005 December 31, 2004
----------------------------- ---------------------------
Weighted Weighted
Average Exercise Average Exercise
Shares Price Shares Price
----------- --------------- ----------- -------------
Outstanding at beginning of year -- $ -- -- $ --
Granted 553,324 1.95 -- --
Exercised -- -- -- --
Forfeited -- -- -- --
Expired -- -- --
----------- --------------- ----------- -------------
Outstanding at end of year 553,324 $ 1.95 -- $ --
=========== =============== =========== =============
Weighted average fair value of options
granted during the year 553,324 $ 1.95 -- $ --
=========== =============== =========== =============
Weighted average fair value of options
granted during the year 553,324 $ 1.95 -- $ --
=========== =============== =========== =============
F-23
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 11 - OUTSTANDING STOCK OPTIONS (Continued)
A summary of the status of the options granted under the various
agreements at December 31, 2005, are presented in the table below:
Options Outstanding Options Exercisable
------------------------------------- -------------------------------------
Weighted-Average Weighted-Average Weighted-Average
Range of Number Remaining Exercise Number Exercise
Exercise Prices Outstanding Contractual Life Price Exercisable Price
--------------- ----------- ---------------- ---------------- ---------------- -----------
$1.95 553,324 8.75 years $ 1.95 553,324 $1.95
------------ ----------------
553,324 553,324
============ ================
NOTE 12- SUBSEQUENT EVENTS
On January 3, 2006 the Company entered into a definitive agreement to
sell its well servicing and maintenance business, Arvilla Oilfield
Services, LLC, a West Virginia limited liability company, to Clarence
E. Smith and Rebecca L. Smith, both directors of the Company. As a
result of consummating the definitive agreement, Clarence and Rebecca
Smith returned to the Company 521,411 shares of Trans Energy common
stock. Clarence and Rebecca Smith also conveyed to the Company all of
their interest in and to five oil and gas wells located in Tyler
County, West Virginia. Upon execution of the definitive agreement,
Clarence Smith resigned as our Chief Executive Officer, but remained
on our board of directors until the closing on April 7, 2006. On April
7, 2006 both Clarence and Rebecca Smith resigned from the board of
directors. The closing of the transaction was expressly conditioned on
the receipt of a fairness opinion from a qualified independent party
stating that the transactions contemplated by the definitive agreement
were fair to the Company and its stockholders. The Company has
accounted for the financial statements of Arvilla Oilfield Services,
LLC as discontinued operations and recorded a loss from discontinued
operations of $155,992, which is included in the statement of
operations for the year ended December 31, 2005.
On January 6, 2006, the board of directors elected James K. Abcouwer
as President and Chief Executive Officer of the Company. On April 27,
2006 Mr. Abcouwer was elected to the board of directors of the
Company.
On April 12, 2006 the Company finalized a definitive agreement for
sale of certain wells, overriding royalties and undeveloped acreage
located in Campbell County, Wyoming. The assets were sold at public
auction through the Oil & Gas Asset Clearinghouse in Houston, Texas.
The gross sales price for the properties is $1,003,000.
On April 21, 2006, the Company received a letter from the NASD
notifying the Company that it is not in compliance with NASD Rule
6530, which obligates issuers to timely file those reports and other
documents required to be filed with the Securities and Exchange
Commission. The Company has until May 23, 2006 to file its Form 10-KSB
for the year ended December 31, 2005 or its securities will be
delisted from the OTCBB.
F-24
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2005 and 2004
NOTE 13 - DISCONTINUED OPERATIONS
Arvilla Oil Field Services, LLC
In 2006 the Company discontinued the operations of its wholly owned
subsidiary Arvilla Oil Field Services, LLC. The accompanying financial
statements have been presented to reflect the operations of Arvilla
Oil Field Services, LLC as discontinued.
For the Years Ended
December 31,
2005 2004
---------------- ----------------
Revenues $ 10,670,703 $ --
Cost of sales (7,425,123) --
General and administrative (3,108,699) --
Other income (expense) (292,873) --
---------------- -----------------
Net loss before income taxes (155,992) --
Income tax expense -- --
----------------- -----------------
Net loss $ (155,992 $ --
================= =================
The net assets of the discontinued operations were composed of the
following:
Cash $ 169,325 $ --
Accounts receivable 769,824 --
Other current assets 5,346 --
Property and equipment 5,319,101 --
Other assets 453,020 --
Accounts payable and accrued expenses (525,257) --
-
Notes payable (4,216,115) --
----------------- -----------------
Net assets $ 1,975,244 $ --
================ ==================
Cobham Gas Industries, Inc.
In 2006 the Company discontinued the operations of its wholly owned
subsidiary Cobham Gas Industries, Inc.. The accompanying financial
statements have been presented to reflect the operations of Cobham Gas
Industries, Inc. as discontinued. Cobham Gas Industries.
F-25
TRANS ENERGY, INC. AND SUBSIDIARIES
S.F.A.S. 69 Supplemental Disclosures
December 31, 2005 and 2004
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES
(1) Capitalized Costs Relating to
Oil and Gas Producing Activities
December 31,
2005 2004
----------------- -----------------
Proved oil and gas producing properties and related
lease and well equipment $ 3,403,421 $ 7,093,676
Unproved oil and gas properties 64,004 95,945
Accumulated depreciation and depletion (1,394,403) (3,870,874)
----------------- -----------------
Net Capitalized Costs $ 2,073,022 $ 3,318,747
================== =================
(2) Costs Incurred in Oil and Gas Property
Acquisition, Exploration, and Development Activities
For the Years Ended
December 31,
2005 2004
----------------- -----------------
Acquisition of Properties
Proved $ -- $ 2,346,600
Unproved -- --
Exploration Costs -- --
Development Costs 313,327 --
The Company does not have any investments accounted for by the equity
method.
(3) Results of Operations for
Producing Activities
For the Years Ended
December 31,
2005 2004
----------------- -----------------
Sales $ 1,547,696 $ 557,765
Production costs (1,154,841) (198,000)
Depreciation and depletion (258,144) (220,837)
Income tax expenses -- ---
------------------ -----------------
Results of operations for producing activities
(excluding the activities of the pipeline transmission
operations, corporate overhead and interest costs) $ 392,855 $ 138,928
================== =================
F-26
TRANS ENERGY, INC. AND SUBSIDIARIES
S.F.A.S. 69 Supplemental Disclosures
December 31, 2005 and 2004
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)
(4) Reserve Quantity Information
Oil Gas
BBL MCF
----------------- ------------------
Proved developed and undeveloped reserves
End of the year 2004 106,649 542,955
Revisions of previous estimates 121,926 --
Improved recovery -- --
Purchases of minerals in place -- --
Extensions and discoveries -- --
Production (12,731) (41,975)
Sales of minerals in place -- (496,717)
----------------- ----------------
End of the year 2005 215,844 4,263
================= ================
Proved developed reserves:
Oil Gas
BBL CF
----------------- ----------------
End of the year 2004 106,649 542,955
End of the year 2005 215,844 4,263
During the years ended December 31, 2005 and 2004, the Company had reserve
studies and estimates prepared on its various properties. The difficulties
and uncertainties involved in estimating proved oil and gas reserves makes
comparisons between companies difficult. Estimation of reserve quantities
is subject to wide fluctuations because it is dependent on judgmental
interpretation of geological and geophysical data.
F-27
TRANS ENERGY, INC. AND SUBSIDIARIES
S.F.A.S. 69 Supplemental Disclosures
December 31, 2005 and 2004
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)
(5) Standardized Measure of Discounted
Future Net Cash Flows Relating to
Proved Oil and Gas Reserves
At December 31, 2005
Trans Energy
and
Subsidiaries
Future cash inflows $ 36,322,180
Future production and development costs (7,990,879)
Future income tax expense -
----------------
Future net cash flows 28,331,301
Discounted for estimated timing of cash flows (5,287,060)
----------------
Standardized measure of discounted future net cash flows $ 23,044,241
=================
At December 31, 2004
Trans Energy
and
Subsidiaries
Future cash inflows $ 6,996,464
Future production and development costs (1,539,222)
Future income tax expense -
----------------
Future net cash flows 5,457,242
10% annual discount for estimated timing of cash flows (1,018,406)
----------------
Standardized measure of discounted future net cash flows $ 4,438,836
================
Future income taxes were determined by applying the statutory income tax
rate to future pre-tax net cash flow relating to proved reserves.
F-28
TRANS ENERGY, INC. AND SUBSIDIARIES
S.F.A.S. 69 Supplemental Disclosures
December 31, 2005 and 2004
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)
(5) Standardized Measure of Discounted
Future Net Cash Flows Relating to
Proved Oil and Gas Reserves (Continued)
The following schedule summarizes changes in the standardized measure
of discounted future net cash flow relating to proved oil and gas
reserves:
For the Years Ended
December 31,
2005 2004
-------------------------------------------------------------------------------------------- -----------------
Standardized measure, beginning of year $ 4,438,836 $ 1,864,377
Oil and gas sales, net of production costs (392,855) --
Sales of mineral in place -- (125,966)
Purchases -- 2,375,205
Net change due to revisions in quantity estimates 18,998,260 325,220
Accretion of discount items -- --
------------------ -----------------
Standardized measure, end of year $ 23,044,241 $ 4,438,836
================== =================
The above schedules relating to proved oil and gas reserves, standardized
measure of discounted future net cash flows and changes in the standardized
measure of discounted future net cash flows have their foundation in
engineering estimates of future net revenues that are derived from proved
reserves and prepared using the prevailing economic conditions. These
reserve estimates are made from evaluations conducted by independent
geologists, of such properties and will be periodically reviewed based upon
updated geological and production data. Estimates of proved reserves are
inherently imprecise. The above standardized measure does not include any
restoration costs due to the fact the Company does not own the land.
Subsequent development and production of the Company's reserves will
necessitate revising the present estimates. In addition, information
provided in the above schedules does not provide definitive information as
the results of any particular year but, rather, helps explain and
demonstrate the impact of major factors affecting the Company's oil and gas
producing activities. Therefore, the Company suggests that all of the
aforementioned factors concerning assumptions and concepts should be taken
into consideration when reviewing and analyzing this information.
F-29