UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2014

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-174222

 

Puissant Industries, Inc.

(Exact name of Registrant as specified in its charter)

 

Florida

 

27-0543309

(State of incorporation)

 

(IRS Employer ID Number)

 

520 Whitley Street, London, Kentucky 40743

(Address of principal executive offices)

 

Telephone (606) 864-3161

(Registrant’s telephone number)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

All Correspondence to:

 

Frederick M. Lehrer, Esquire

Attorney and Counselor at Law

285 Uptown Road, 402

Altamonte Springs, Florida 32701

Office: (321) 972-8060

Email: flehrer@securitiesattorney1.com

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

   

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

As of November 13, 2014, there were 14,035,047 shares of common stock, par value $0.001 per share, outstanding.

 

 

 

TABLE OF CONTENTS

 

     

Page

 
         

PART I FINANCIAL INFORMATION

     
         

Item 1.

Financial Statements

 

3

 
         
 

Consolidated Statements of Financial Condition at September 30, 2014 (unaudited) and December 31, 2013

 

3

 
         
 

Consolidated Statements of Operations for the three months ended September 30, 2014 and 2013 and the nine months ended September 30, 2014 and 2013 (unaudited)

 

4

 
         
 

Consolidated Statements of Changes in Stockholders’ Equity (Balance at December 31, 2013, December 31, 2012, December 31, 2011 and September 30, 2013 (unaudited)

 

5

 
         
 

Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2014 and 2013 (unaudited)

 

6

 
         
 

Notes to consolidated financial statements

 

7

 
         

Item 1A.

Risk Factors

 

20

 
         

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

20

 
         

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

25

 
         

Item 4.

Controls and Procedures

 

25

 
         

PART II OTHER INFORMATION

     
         

Item 1.

Legal Proceedings

 

26

 
         

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

26

 
         

Item 3.

Defaults Upon Senior Securities

 

26

 
         

Item 4.

Mine Safety Disclosures

 

26

 
         

Item 5.

Other Information

 

26

 
         

Item 6.

Exhibits

 

27

 
         

Signatures

 

28

 

 

 
2

 

PART 1 - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Puissant Industries, Inc.

Consolidated Statements of Financial Condition

 

    September 30,     December 31,  
    2014     2013  
    (Unaudited)      
ASSETS      
         
Current assets        

Cash

 

$

31,137

   

$

34,471

 

Accounts receivable

   

61,500

     

50,800

 

Prepaid expenses

   

194,503

     

96,428

 

Total current assets

   

287,140

     

181,699

 
               

Properties and equipment at cost, based on successful Efforts method:

               

Producing oil and natural gas properties

   

599,523

     

534,338

 

Non-producing oil and natural gas properties

   

180,899

     

121,220

 
    780,422       655,558  

Less: accumulated depreciation and depletion

   

82,748

     

59,222

 
    697,674       596,336  

Net properties and equipment

               

Total assets

  $ 984,814     $ 778,035  
               

LIABILITIES AND STOCKHOLDERS' EQUITY

         
               

Current liabilities

               

Accounts and accrued expenses payable

 

$

52,843

   

$

31,429

 

Notes payable, current portion

   

4,195

     

4,123

 

Due related parties

   

4,000

     

4,000

 

Total current liabilities

   

61,038

     

39,552

 
               

Long-term debt

   

-

     

-

 

Bonds payable - related parties

   

28,000

     

28,000

 

Notes payable, less current portion

   

36,296

     

37,373

 

Total liabilities

    125,334       104,925  
               

Stockholders' equity

               

Preferred stock, $0.001 par value; 10,000,000 authorized, none outstanding at September 30, 2014 and December 31, 2013, respectively

               

Common stock, $0.001 par value; 90,000,000 shares authorized, 9,728,005 and 9,228,005 issued and outstanding at September 30, 2014 and December 31, 2013, respectively

   

9,728

     

9,228

 

Paid-in capital

   

1,293,783

     

1,126,783

 

Accumulated deficit

 

(444,031

)

 

(462,901

)

Total stockholders' equity

   

859,480

     

673,110

 

Total liabilities and stockholders' equity

  $ 984,814     $ 778,035  

 

The accompanying footnotes are an integral part of these financial statements.

 

 
3

 

Puissant Industries, Inc.

Consolidated Statements of Operations

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2014     2013     2014     2013  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Revenues:

               

Oil and gas production

 

$

151,070

   

$

113,628

   

$

493,126

   

$

326,635

 

Royalty income

   

13,363

     

11,098

     

34,758

     

31,327

 
   

164,433

     

124,726

     

527,884

     

357,962

 
                               

Costs and Expenses

                               

Lease operating expenses

   

26,708

     

23,738

     

89,658

     

60,765

 

Exploration costs

   

4,500

     

-

     

13,500

     

-

 

Administrative expenses

   

112,938

     

131,743

     

375,187

     

422,717

 

Depreciation and depletion

   

15,684

     

20,645

     

23,526

     

46,402

 

Total costs and expenses

   

159,830

     

176,126

     

501,871

     

529,884

 
                               

Net loss loss from operations

   

4,603

   

(51,400

)

   

26,013

   

(171,922

)

                               

Other income (expense)

                               

Interest expense

 

(1,875

)

 

(1,808

)

 

(7,143

)

 

(8,016

)

Total other expenses

 

(1,875

)

 

(1,808

)

 

(7,143

)

 

(8,016

)

                               

Income (loss) before income taxes

   

2,728

   

(53,208

)

   

18,870

   

(179,938

)

                               

Provision for income taxes

   

-

     

-

     

-

     

-

 
                               

Net income (loss)

 

$

2,728

   

$

(53,208

)

 

$

18,870

   

$

(179,938

)

                               

Net loss per weighted share, basic and fully diluted

 

$

0.000

   

$

-

   

$

0.002

   

$

(0.020

)

                               

Weighted average number of common shares outstanding, basic and fully diluted

   

9,325,472

     

8,985,148

     

9,325,472

     

8,009,159

 

 

The Accompanying footnotes are an integral part of these financial statements.

 

 
4

 

Puissant Industries, Inc.

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

 

 

Preferred Stock

Common Stock

Additional

Paid-in

Common

Stock

Deficit 

 

 

Shares

Amount

Shares

Amount

Capital

Subscribed

Accumulated

Total

Balance, December 31, 2011

- -

5,941,800

5,942

583,199

-

(207,460

)

381,681

 

Shares issued in exchange for professional services

                   

100,000

     

100

     

199,900

                     

200,000

 
 

Shares issued in connection with purchase of support equipment

                   

410,400

     

410

     

102,190

                     

102,600

 
 

Shares issued in exchange for  warrants

                   

192,000

     

192

     

(192

)

                   

-

 
 

Net income (loss)

                                                   

(44,103

)

   

(44,103

)

                                                                   

Balance, December 31, 2012

   

-

     

-

     

6,644,200

     

6,644

     

885,097

     

-

     

(251,563

)

   

640,178

 
 

Shares issued in payment of vendor invoices

                   

618,722

     

619

     

55,246

                     

55,865

 
 

Sale of common stock for cash

                   

250,000

     

250

     

49,750

                     

50,000

 
 

Shares issued in exchange for professional services

                   

250,000

     

250

     

22,250

                     

22,500

 
 

Shares issued in exchange for professional services

                   

200,000

     

200

     

39,800

                     

40,000

 
 

Shares issued in payment of unpaid wages

                   

1,265,083

     

1,265

     

74,640

                     

75,905

 
 

Net income (loss)

                                                   

(211,338

)

   

(211,338

)

                                                                 

Balance, December 31, 2013

   

-

     

-

     

9,228,005

   

$

9,228

   

$

1,126,783

   

$

-

   

$

(462,901

)

 

$

673,110

 
 

Shares issued in exchange for professional services

                   

450,000

     

450

     

157,050

                     

157,500

 
 

Sales of common stock for cash

                   

50,000

     

50

     

9,950

                     

10,000

 
 

Net income (loss)

                                                   

18,870

     

18,870

 
                                                                   

Balance, September 30, 2014

   

-

     

-

     

9,728,005

   

$

9,728

   

$

1,293,783

   

$

-

   

$

(444,031

)

 

$

859,480

 

 

The accompanying footnotes are an integral part of these financial statements.

 

 
5

 

Puissant Industries, Inc.

Consolidated Statements of Cash Flows

 

    Nine Months Ended  
    September 30,  
    2014     2013  
    (Unaudited)     (Unaudited)  

Cash flows from operations

       

Net income (loss)

 

$

18,870

   

$

(179,938

)

               

Adjustments to reconcile income (loss) to cash provided by (used in) operating activities:

               

Stock-based compensation

   

157,500

     

190,249

 

Depreciation and depletion

   

23,526

     

46,402

 

Changes in operating assets and liabilities:

               

Accounts receivable

 

(10,700

)

   

183

 

Prepaid expenses

 

(98,075

)

   

62,500

 

Accounts and accrued expenses payable

   

21,558

   

(2,286

)

Net cash provided by (used in) operating activities

   

112,679

     

117,110

 
               

Cash flows from investing activities

               

Additions to oil and gas properties

 

(124,864

)

 

(128,078

)

               

Net cash used by investing activities

 

(124,864

)

 

(128,078

)

               

Cash flows from financing activities activities

               

Payment on notes payable

 

(1,149

)

 

(2,858

)

Proceeds from sale of common stock

   

10,000

     

50,000

 

Net cash provided by (used in) financing activities

   

8,851

     

47,142

 
               

Net increase (decrease) in cash

 

(3,334

)

   

36,174

 

Cash, beginning of period

   

34,471

     

20,625

 
               

Cash, end of period

 

$

31,137

   

$

56,799

 
               

Supplemental disclosure of cash flow information:

               
               

Cash paid during the period for:

               

Income taxes

 

$

-

   

$

-

 

Interest

 

$

788

   

$

788

 
               

Non-cash investing and financiang transactisons:

               

Common stock issued in exchange for services

 

$

157,500

   

$

-

 

 

The accompanying footnotes are an integral part of these financial statements.

 

 
6

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 1—Basis of Presentation

 

We are providing herein the consolidated interim statements of financial condition of Puissant Industries, Inc. and its subsidiary (collectively the "Company") as of September 30, 2014, and the related consolidated interim statements of operations and cash flows for the three and nine months ended September 30, 2014 and 2013, and the consolidated interim statements of changes in stockholders equity for the nine months ended September 30, 2014 and the year ended December 31, 2013. The consolidated interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated interim financial statements should be read in conjunction with the Company's financial statements and related notes for the year ended December 31, 2013, which are included in the Company's Form 10-K, as filed with the SEC on April 14, 2014.

 

The information furnished in this report reflects all adjustments consisting of only normal recurring adjustments, which are in the opinion of management necessary for a fair presentation of results for the interim periods. Prior interim period data has been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations. The results of operations for the six months ended September 30, 2014 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2014.

 

Note 2—Nature of Operations

 

Organization

 

Puissant Industries, Inc. (the “Company”) was organized as a Wyoming corporation on July 6, 2009. As of December 31, 2010, the Company was located in Columbia, Kentucky, in Adair County.

 

The Company is an oil and natural gas exploration, production and development company geographically focused on the onshore United States. The Company currently has 39 wells assigned to it with over 4,685 acres available for drilling and exploration. The Company redomiciled to the state of Florida and changed its name from American Resource Manaagement, Inc. to Puissant Industries, Inc. on March 17, 2011.

 

The Company owns 100% of ARM Operating Company (“ARM”). ARM was formed on July 12, 2011, primarily to manage all oil and gas properties of the Company, which includes the operation, development, and maintenance of all oil and gas wells, leases, and reserve activities. ARM will be registered as the operatior of wells with all relevant governmenal agencies, and it will be responsible for maintaining production and maintenance reports for all wells and facilities of the Company.

 

Accounting period

 

The Company has adopted an annual accounting period of January through December.

 

 
7

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP’) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates particularly significant to the financial statements include the following:

 

 

·

Estimates of our reserves of oil, natural gas and natural gas liquids ("NGL");

     
 

·

Future cash flows from oil and gas properties;

     
 

·

Depreciation, depletion and amortization expense;

     
 

·

Asset retirement obligations;

     
 

·

Fair values of derivative instruments;

     
 

·

Fair values of assets acquired and liabilites assumed from business combinations; and

     
 

·

Natural gas imbalances.

 

As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuous changes in the economic environment will be reflected in the financial statements in future periods.

 

There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, including future costs to dismantle, dispose and restore our properties. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way.

 

Cash and cash equivalents

 

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

 

Foreign currency translation

 

The Company complies with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. Monetary items are translated at the exchange rate in effect at the balance sheet date; non-monetary items are translated at historical exchange rates. Income and expense items are translated at the average exchange rate for the year. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

 
8

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Property and equipment

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations.

 

The Company provides for depreciation and amortization over the following estimated useful lives:

 

Building

39 years

Land improvements

10 years

Machinery and equipment

5-7 years

Computer equipment

3 years

Office equipment

7 years

Trucks and trailers

5 years

  

Oil and Gas Properties

 

Oil and gas investments are accounted for by the successful efforts method of accounting. Accordingly, the costs incurred to acquire property (proved and unproved), all development costs, and successful exploratory costs are capitalized, whereas the costs of unsuccessful exploratory wells are expensed.

 

Depletion

 

The provision for depletion of proved oil and gas properties is calculated on the units-of-production method, whereby capitalized costs, as adjusted for future development costs and asset retirement obligations, are amortized over the total estimated proved reserves. The Company calculates depletion on a quarterly basis.

 

Inventories

 

Inventories, consisting primarily of tubular goods and other well equipment held for use in the development and production of natural gas and crude oil reserves, are carried at the lower of cost or market, on a first-in first-out basis. Adjustments are made from time to time to recognize, as appropriate, any reductions in value.

 

 
9

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Unproved Properties

 

Investments in unproved properties are not depleted pending determination of the existence of proved reserves. Unproved properties are assessed periodically to ascertain whether there is a probability of obtaining proved reserves in the future. When it is determined these properties have been promoted to a proved reserve category or there is no longer any probability of obtaining proved reserves from the properties, the costs associated with these properties is transferred into the amortization base to be included in depletion calculations. Unproved properties whose costs are individually significant are assessed individually by considering the primary lease terms of the properties, the holding period of the properties, and geographic and geological data obtained relating to the properties. Where it is not practicable to assess properties individually as their costs are not individually significant, such properties are grouped for purposes of the periodic assessment.

 

Long-Lived Assets

 

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 Property, Plant, and Equipment, the Company records impairment losses on long-lived assets such as oil and gas properties and equipment used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. There was no impairment charges during the years ended December 31, 2013 and 2012.

 

Impairment of unproved oil and gas properties are determined by FASB ASC Topic 932, Extractive Activities—Oil and Gas.

 

Fair Value of Financial Instruments

 

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at December 31, 2013 and 2012.

 

Market Risk

 

Our activities primarily consist of acquiring, owning, enhancing and producing oil and gas properties. The future results of our operations, cash flows and financial condition may be affected by changes in the market price of oil and natural gas. The availability of a ready market for oil and natural gas products in the future will depend on numerous factors beyond our control, including weather, imports, marketing of competitive fuels, proximity and capacity of oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of oil, natural gas and liquid products, the regulatory environment, the economic environment and, other regional and political events, none of which can be predicted with certainty.

 

 
10

  

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Oil and Gas Reserve Quantities

 

Reserves and their relation to estimated future net cash flows impact our depletion and impairment calculations. As a result, adjustments to depletion are made concurrently with changes to reserve estimates. We disclose reserve estimates, and the projected cash flows derived from these reserve estimates, in accordance with SEC guidelines. Our independent engineers will also adhere to the SEC definitions when preparing their reserve reports.

 

Asset Retirement Obligations

 

We have significant obligations to plug and abandon oil and natural gas wells and related equipment at the end of oil and natural gas production operations. We incur these liabilities upon acquiring or drilling a well. GAAP requires entities to record the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Over time, changes in the present value of the liability are accreted and expensed. The capitalized asset costs are depleted as a component of the full cost pool. The fair values of additions to the ARO liability are estimated using present value techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plug and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) inflation factors; and (iv) a credit-adjusted risk free rate. Future revisions to ARO estimates will impact the present value of existing ARO liabilities and corresponding adjustments will be made to the capitalized asset retirement costs balance. Upon settlement of the liability, we report a gain or loss to the extent the actual costs differ from the recorded liability.

 

Income Taxes

 

Income taxes are recorded in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

 

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of September 30, 2014 and 2013, the Company did not have any uncertain tax positions.

 

 
11

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Income Taxes (Continued)

 

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of September 30, 2014 and 2013, the Company did not have any uncertain tax positions.

 

Generally, tax fillings are no longer subject to income tax examinations by major taxing authorities for years before 2010. Any potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, state, and local tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2014 and 2013, the Company has not accrued interest or penalties related to uncertain tax positions.

 

Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize a deferred tax asset at that time.

 

Comprehensive Income

 

The Company complies with FASB ASC Topic 220, Comprehensive Income, which establishes rules for the reporting and display of comprehensive income (loss) and its components.

 

Loss Per Common Share

 

The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period.

 

Stock-Based Compensation

 

The Company complies with FASB ASC Topic 718 Compensation – Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or 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. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.

 

 
12

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Stock-Based Compensation (continued)

 

FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. For the nine months ended September 30, 2014 and 2013, the Company recorded compensation expense of $-0- and $-0-, respectively.

 

Valuation of Investments in Securities at Fair Value—Definition and Hierarchy

 

FASB ASC Topic 820 Fair Value Measurements and Disclosuresprovides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. 

 

In determining fair value, the Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

 
13

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Valuation of Investments in Securities at Fair Value—Definition and Hierarchy (continued)

 

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

 

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

 

Valuation Techniques

 

The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. At September 30, 2014 and 2013, the Company had no investments classified as securities owned on the balance sheet.

 

Certificate of Deposits

 

The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.

 

Recently Adopted Accounting Pronouncements

 

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740) which provides guidance on financial statement presentation of an un recognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exits. The update is effective for hears beginning after December 15, 2013. The Company does not expect the implementation of this standard to have a material impact on its financial position or results of operations.

 

In March 2013, the FASB issued Accounting Standards Update No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity(ASU 2013-05). ASU 2013-05 provides guidance on releasing cumulative translation adjustments when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or a business within a foreign entity. ASU 2013-05 is effective on a prospective basis for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of ASU 2013-05 is not expected to have a material impact on our financial position, results of operations or cash flows.

 

 
14

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 3—Summary of significant accounting principles (continued)

 

Recently Adopted Accounting Pronouncements (continued)

 

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified out of Accumulative Other Comprehensive Income (ASU 2013-02), which replaces the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU 2011-05 and ASU 2011-12. ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety. The adoption of ASU 2013-02 did not have any impact on our financial position, results of operations or cash flows.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

Concentration of Credit Risk

 

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

 

The Company extends credit, primarily in the form of uncollateralized oil and gas sales to various companies in the oil and gas industry, which results in concentrations of credit risk. Concentrations of credit risk may be affected by changes in economic or other conditions within our industry and may impact our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the size, reputation, and nature of the companies to which we extend credit.

 

Historically, the Company has sold its oil and natural gas production to a relatively small number of purchasers. We are not dependent upon, or confined to, any one purchaser or small group of purchasers. Due to the nature of oil and natural gas markets and because oil and natural gas are commodities and there are numerous purchasers in the areas in which we sell production, we do not believe the loss of a single purchaser, or more than one purchaser, would materially affect our ability to sell our production.

 

For the nine months ended September 30, 2014 and 2013, revenues from four customers accounted for 100% of oil and gas production revenues.

 

 
15

  

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 4—Convertible Bonds Payable–Related Parties

 

During April 2012 and September 2012, the Company received $20,000 and $8,000, respectively, of proceeds from the issuance of convertible bonds to related parties. The convertible bonds bear interest at 15% per annum and are due 60 months from the date of the bonds. The bond holder at his sole option may convert all of the principal due into common stock at a price per share of $2.00 per share.

 

Note 5—Notes Payable – Property and Mineral Rights

 

On August 1, 2011, the Company entered into a property and mineral and property rights purchase agreement (“Agreement”) in exchange for $25,000. The Agreement provided for a $1,000 down payment, with the balance of $24,000 to be paid in twelve monthly payments of approximately $2,077, which includes interest at 7% per annum. The note was paid in full during the year ended December 31, 2012.

 

On October 13, 2011, the Company entered into an agreement (“Agreement) to acquire property and property and mineral rights, in exchange for $50,000. The Agreement provided for a $500 down payment, with the balance of $49,500 to be paid in 120 payments of approximately $575, which includes interest at 7% per annum.

 

Maturities for these two notes payable are as follows at December 31:

   

2014

 

$

3,117

 

2015

   

4,421

 

2016

   

4,740

 

2017

   

5,083

 

2018

   

5,450

 

Thereafter

   

17,680

 
 

$

40,491

 

  

Note 6—Notes Payable - Shareholders

 

During the year ended December 31, 2011, the Company borrowed a total of $15,000 from related party shareholders, repaying $11,000 during the year, leaving a balance due of $4,000. These borrowings are non-interest bearing and due on demand.

 

 
16

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 7—Income Taxes

 

At September 30, 2014, the Company had approximately $457,000 of net operating losses (“NOL”) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2034. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

 

The deferred tax asset is summarized as follows:

 

    September 30,     December 31,  
    2014     2013  

Deferred tax asset:

       
         

Net operating loss carryforwards

 

$

156,000

   

$

174,000

 
               

Deferred tax assets

 

$

156,000

   

$

174,000

 
               

Less:  Valuation allowance

 

(156,000

)

 

(174,000

)

               

Net deferred tax asset

 

$

-

   

$

-

 

  

A reconciliation of income tax expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:

 

    September 30,     December 31,  
    2014     2013  
         

Statutory federal income tax expense

 

(34


)

 

(34


)

               

State and local income tax (net of federal benefits)

 

(4

)

 

(4

)

               

Valuation allowance

   

38

     

38

 
   

-

%

   

-

%

  

The Company has taken a 100% valuation allowance against the deferred asset attributable to the NOL carry-forwards of $153,000 at September 30, 2014, due to the uncertainty of realizing the future tax benefits.

 

 
17

  

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 8—Common Stock

 

The Company is authorized to issue 90,000,000 shares of common stock with a par value of $0.001. At September 30, 2014 and December 31, 2013, 9,728,005 and 9,228,005 shares were issued and outstanding, respectively.

 

Note 9—Preferred Stock

 

The Company is authorized to issue 10,000,000 of preferred stock with a par value of $0.001. As of September 30, 2014 and December 31, 2013, no shares had been issued and none were outstanding.

 

Note 10—Equity

 

On April 15, 2013, the Company issued 618,722 shares of its $0.001 par value common stock in payment of vendor invoices. We valued these shares at $0.09 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

On April 19, 2013, the Company issued 250,000 shares of its $0.001 par value common stock in exchange for professional services. We valued these shares at $0.09 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

On April 19, 2013, the Company issued 1,265,083 shares of its $0.001 par value common stock in payment of unpaid wages due to two of its officers. The shares were valued at $0.06 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

On August 16, 2013, The Company issued 250,000 shares of its $0.001 par value common stock for a cash payment of $50,000. These shares were valued at $0.20 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

On August 23, 2013, the Company issued 200,000 shares of its $0.001 par value common stock in exchange for professional services. These shares were valued at $0.20 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

On January 3, 2014, the Company issued 450,000 shares of its $.001 par value common stock in exchange for professional services. We valued these shares at $0.35 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

On January 6, 2014, The Company issued 50,000 shares of its $0.001 par value common stock for a cash payment of $10,000. These shares were valued at $0.20 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

 
18

 

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 and 2013

 

Note 11—Related Party

 

On April 15, 2013, the Company issued a total of 618,722 shares of its $0.001 par value common stock to ADID Corporation in payment of invoices totaling $55,865.

 

On April 19, 2013, the Company issued 1,265,083 shares of its $0.001 par value common stock in payment of unpaid wages of $75,905 due to two of its officers. Mark Holbrook, president and CEO, received 1,216,250 shares and Cora Holbrook, secretary and treasurer, received 48,833 shares. The shares were valued at $0.06 per share.

 

The Company is related to several other entities by virtue of common ownership and control, which includes family members.

 

Note 12—Subsequent Events

 

Management has evaluated subsequent events through November 14, 2014, the date of which the financial statements were available to be issued and has determined that the following subsequent event occured after the quarter ended September 30, 2014:

 

On October 6, 2014, the Company issued 400,000 shares to each of its officer/directors for their performance in 2013 and 2014.

 

 
19

 

Puissant Industries, Inc.

Consolidated Statements of Financial Condition

 

Item 1A. Risk Factors

 

A Smaller Reporting Company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

As used in this Form 10-Q, references to “we,” “our” or “us” refer to Puissant Industries, Inc. unless the context otherwise indicates.

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

 
20

 

Corporate History

 

Corporate Overview.

 

We were incorporated on July 6, 2009, in the state of Wyoming as American Resource Management, Inc. We changed our domicile to the State of Florida on March 17, 2011 and simultaneously changed our name to Puissant Industries, Inc.. Our principal offices are located at 520 Whitley Street, London Kentucky and our telephone number is (606) 864-3161.

 

Business Description.

 

We are engaged in oil and gas exploration and development activities in fractured formations located in Kentucky.

 

On or about January 15, 2005, Sovereign One, Inc., a company controlled by Mark Holbrook, McCrome International Inc., a company controlled by Cora J Holbrook and Logos Resources, Inc., a company controlled by Marshall Holbrook entered into an agreement with A.D.I.D. Corporation, a Kentucky corporation controlled by Marshall Holbrook ("A.D.I.D.") whereby A.D.I.D. agreed to acquire oil and gas leases and properties and assign such oil and gas leases and properties as specified by Sovereign One Inc., McCrome International, Inc., and Logos Resources, Inc.

 

In exchange for our issuance of an aggregate of 5,250,000 shares of our common stock representing 1,750,000 common shares to each Sovereign One Inc., McCrome International, Inc. and Logos Resources, Inc., A.D.I.D. assigned the following interests to us:

 

(i) On August 9, 2010, 100% ownership in: (a) 34,000 of 2-inch natural gas pipeline and 60,000 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Clay and Laurel Counties, Kentucky; and (b) 59,000 feet of 2-inch natural gas pipeline and 10,000 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Whitley County, Kentucky; and

 

(ii) On February 15, 2010, a 100% working interest and an 85% net revenue interest of 39 oil and gas wells and leases in Kentucky wells (the “Wells”).

 

This working interest gives us the ability to explore for and to produce and own oil, gas or other minerals from the Wells. As the working interest owner, we bear the exploration, development, and operating costs from the property. The net revenue interest provides us with approximately 85% of the proceeds from any oil and gas production on the Wells after payment of all operating and development costs.

 

 Beginning in the fourth quarter of 2011, we commenced recompletion of old wells by connecting the wells to our existing pipeline. During this period, we located the first purchaser of the natural gas from the recompleted wells, Seminole Energy Services.

 

In the fourth quarter of 2011, we acquired the surface mineral and property rights to 100 acres and subsurface rights to 175 acres in Clay County Kentucky.

 

On July 12, 2011, we formed our wholly owned subsidiary, ARM Operating Company (“ARM”), a Kentucky corporation which manages all of our oil and gas properties and oversees the operation, development, and maintenance of all our oil and gas wells, leases, and reserve activities. ARM is registered as the operator of wells with all relevant governmental agencies, and is responsible for maintaining production and maintenance reports for all of our wells and facilities. Our officers and Board of Directors makes all decisions concerning ARM.

 

On May 1, 2014, we purchased approximately 14 miles of 4-inch pipeline, 3 Knox Oil and Gas Wells, Compressor Station Site and related facilities and 814 acres for oil and gas development from N.A. Energy Resources Corporation and Kentucky Petroleum Operating Ltd for consideration of $400,000 cash to be paid at $10,000 per month with no interest. The additional 14 miles of pipeline is estimated to increase the Company’s capacity by 82%, from 1.82 MMCFPD (million cubic feet per day) to 3.31 MMCFPD. 

 

 
21

 

On May 30, 2014, we completed a new compressor station on the site acquired from N.A. Energy Resources Corporation. The new compressor station was built at a cost of $34,443

 

On July 8, 2014, we formed our wholly owned subsidiary, American Pipeline Company (“APC”), a Kentucky corporation which owns, manages and maintains all of our oil and natural gas pipelines and facilities. Our officers and Board of Directors makes all decisions concerning APC.

 

On the payable date of October 17, 2014, we paid our shareholders a 20% common stock dividend.

 

Report by Independent Engineering Firm

 

An independent petroleum-engineering firm provided the following information with respect to the proved reserves attributable to our properties as of December 31, 2013.

 

        Proved
Developed
Producing
    Proved Undeveloped     Total Proved  

Net Reserves

               

Natural Gas

 

-MMcf

     

3,523,315

     

12,426,644

     

15,949,959

 

Oil / Condendsate

 

-Mbbl

     

39,317

     

157,264

     

197,026

 

Natural Gas Liquids

 

- Mbbl

     

0

     

326,862

     

326,862

 

Income Data

                             

Future Gross Revenue

 

$

-M

     

14,440.382

     

63,935.218

     

78,375.600

 

Deductions

 

$

-M

     

3,032.083

     

13,384.852

     

16,416.935

 

Future Net Income

                               

Undiscounted

 

$

-M

     

11,408.299

     

50,550.366

     

61,958.665

 

Discounted @10% (Net Present Value)

 

$

-M

     

5,975.694

     

23,251.996

     

29,227.690

 

 

The foregoing estimated proved reserve data was prepared using unweighted average first-day-of-the-month prices for the year ended December 31, 2013. The Securities and Exchange Commission (SEC) pricing guidelines were used to set the oil and gas prices. An oil price of $96.94 per barrel (Bbl), a natural gas liquids price of $36.68 per barrel (Bbl) and gas price of $3.671 per million British Thermal Unit (MMbtu) were used in this study. The prices were adjusted for energy content, price differentials, and other expenses as needed.

 

Our proved natural gas reserves were 15.949 billion cubic feet (Bcf), or 2.6583 million barrels of oil equivalent (BOE) (1Bbl = 6 Mcf basis). The proved oil reserves were .197 million barrels. The proved natural gas liquids (NGL) reserves were .327 million barrels, for a total of 3.182 million barrels of oil equivalent (BOE). The Net Present Value, discounted at 10%, of the estimated future net cash flow before income taxes (PV-10) of our total proved reserves at December 31, 2013 was $29.227 million.

 

Uncertainties

 

There are many uncertainties inherent in estimating quantities and values of proved reserves and projecting future rates of production and timing of development. The reserve data set forth herein, although prepared by an independent petroleum engineer in a manner customary in the industry, are estimates only, and the actual quantities and values of oil and gas are likely to differ from the estimated amounts set forth herein. In addition, the reserve estimates for our properties will be affected by future changes in sales prices of oil and gas produced. Other than those filed with the SEC, our estimated reserves have not been filed with or included in any reports to any federal agency.

 

 
22

 

Results of operations

 

Three-month period ended September 30, 2014 compared to the three-month period ended September 30, 2013

 

For the three months ended September 30, 2014, we generated total revenues of $164,433, consisting of $151,070 in oil and gas production and $$13,363 in royalty income. For the three-month period ending September 30, 2013, we generated total revenues of $124,726 consisting of oil and gas production of $113,628 in oil and gas production and $11,098 of royalty income. The $39,707 increase or 31.8% increase in our total revenues for the three months ended September 30, 2014 compared to the September 30, 2013 is primarily attributable to the increase of $37,442 of oil and gas production revenues in the September 30, 2014 quarter compared to the September 30, 2013 quarter. For the three month period ended September 30, 2014 and September 30, 2013, we incurred total costs and expenses of $159,830 and $176,126, respectively, The total costs and expenses for September 30, 2014 and September 30, 2013 periods represents a $16,296 or 9.25% decrease in our operating expenses during the September 30, 2014 quarter compared to the September 30, 2013 quarter; however, there are material differences in the comparisons of type costs and expenses between the 2014 quarter and 2013 quarters, as follows: (a) a $2,970 increase in lease operating expenses; (b) a $4,500 increase in exploration costs, of which there were (no such costs) during the three months ended September 30, 2013; (c) a $18,805 decrease in administrative expenses; and (d) a $4,961 decrease in depreciation and depletion.

 

Nine-month period ended September 30, 2014 compared to the nine-month period ended September 30, 2013

 

For the nine months ended September 30, 2014, we generated total revenues of $527,884 consisting of $493,126 in oil and gas production revenues and $34,758 in royalty income. We reported $357,962 of total revenues for the nine-months ended September 30, 2013, consisting of $326,635 in oil and gas production and $31,327 in royalty income. The $169,922 or 47.4% increase in our revenues for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 is primarily attributable to an increase of $166,491 in oil and gas production compared to the nine months ended September 30, 2013. For the nine month period ended September 30, 2014 and September 30, 2013, we incurred operating expenses of $159,830 and $176,126 respectively, representing decreased expenses of $16,296. The decreased expenses are primarily attributable to a $47,530 increase in administrative expenses, a $22,876 decrease in depreciation and depletion, offset by a $28,893 increase in lease operating expenses during the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013.

 

Liquidity

 

At September 30, 2014, we had total current assets of $287,140 consisting of $31,137 in cash, $61,500 in accounts receivable and $194,503 in prepaid expenses for professional services. Total current liabilities at September 30, 2014 were $61,038 consisting of accounts and accrued expenses payable of $52,843, notes payable - current portion of $4,195 and due to related parties of $4,000. At September 30, 2014, we had positive working capital of $226,102.

 

Our material sources and uses of cash for the three months ended September 30, 2014 and 2013 are as follows:

 

    2014     2013  

Net cash provided by operating activities

 

$

112,679

    $ 117,110  
               

Net cash used in investing activities

 

$

(124,864

)

 

$

(128,078

)

               

Net cash provided by (used in) financing activities

 

$

8,851

    $ 47,142  
               

Increase (decrease) in cash

 

$

34,471

    $ 20,625  

 

Our net gain of $2,728 for the three months ended September 30, 2014 compared to a net loss of ($53,208) for the three months ended September 30, 2013 represents an increased net gain of $55,936. The primary component of our positive operating cash flow for the three months ended September 30, 2014 were a $39,707 increase in total revenues comparing the 2014 to the 2013 quarter.

 

 
23

 

TRENDS AND UNCERTAINTIES

 

Our operations are subject to certain trends and uncertainties:

 

·

Supply and demand factors in the oil and gas industry;

 

·

Actions by United States policy makers in the oil and gas industry, particularly those that impact upon supply, demand and price;

 

·

Whether we are able to obtain adequate financing to expand our operations;

 

·

Fluctuating changes in the market price of oil and natural gas; and

 

·

Weather, imports, marketing of competitive fuels, proximity and capacity of oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of oil, natural gas and liquid products, the regulatory environment, the economic environment and, other regional and political events, none of which can be predicted with certainty;

 

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP’) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates particularly significant to the financial statements include the following:

 

Estimates of our reserves of oil, natural gas and natural gas liquids ("NGL");

 

Future cash flows from oil and gas properties;

 

Depreciation, depletion and amortization expense;

 

Asset retirement obligations;

 

Fair values of derivative instruments;

 

Fair values of assets acquired and liabilities assumed from business combinations; and

 

Natural gas imbalances.

 

As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuous changes in the economic environment will be reflected in the financial statements in future periods.

 

There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, including future costs to dismantle, dispose and restore our properties. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way.

 

 
24

 

Cash and cash equivalents

 

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

 

Foreign currency translation

 

The Company complies with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. Monetary items are translated at the exchange rate in effect at the balance sheet date; non-monetary items are translated at historical exchange rates. Income and expense items are translated at the average exchange rate for the year. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

OFF BALANCE SHEET ARRANGMENTS

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Inapplicable. We have no market sensitive instruments.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

 

Changes in Internal Control Over Financial Reporting.

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

 

 
25

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

Item 2. Unregistered Sales of Equity Securities

 

After the quarter ending September 30, 2014, on October 6, 2014, we issued 400,000 common stock shares to each of our 3 officers/directors for their performance in 2013 and 2014.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Inapplicable.

 

Item 5. Other Information.

 

None.

 

 
26

 

Item 6. Exhibits

Exhibit No.

 

Description

     

31.1

 

Rule 13a-14(a)/15d14(a) Certifications of Mark Holbrook Chief Executive Officer and Director (attached hereto)

     

31.2

 

Rule 13a-14(a)/15d14(a) Certifications of Cora J. Holbrook, the CFO (attached hereto)

     

32.1

 

Section 1350 Certifications of Mark Holbrook, the President, Chief Executive Officer and Director (attached hereto)

     

32.2

 

Section 1350 Certifications Cora Holbrook (attached hereto)

     

101.INS**

 

XBRL INSTANCE DOCUMENT

     

101.SCH**

 

XBRL TAXONOMY EXTENSION SCHEMA

     

101.CAL**

 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

     

101.DEF**

 

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

     

101.LAB**

 

XBRL TAXONOMY EXTENSION LABEL LINKBASE

     

101.PRE**

 

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

_________________ 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
27

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

 

Puissant Industries Inc.

 
       

Dated: November 14, 2014

By:

/s/ Mark Holbrook

 
 

Name:

Mark Holbrook

 
 

Title:

Chief Executive Officer

 

 

 

28




 EXHIBIT 31.1

 

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 

I, Mark Holbrook, certify that:

 

1.

I have reviewed this Form 10-Q for the period ending September 30, 2014 of Puissant Industries Inc.

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: November 14, 2014

 

/s/ Mark Holbrook

 
 

 

Mark Holbrook

 
 

 

Principal Executive Officer

 

 



EXHIBIT 31.2

 

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 

I, Cora J. Holbrook, certify that:

 

1.

I have reviewed this Form 10-Q for the period ending September 30, 2014 of Puissant Industries, Inc.

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: November 14, 2014

 

/s/ Cora J. Holbrook

 
 

 

Cora J. Holbrook

 
 

 

Principal Financial Officer

 

 



EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Puissant Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Holbrook, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  

Dated this 14th day of November 2014

 

/s/ Mark Holbrook

 
 

 

Mark Holbrook

 
 

 

Chief Executive Officer

 



EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Puissant Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cora Holbrook, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  

Dated this 14th day of November 2014

 

/s/ Cora Holbrook

 
 

 

Cora Holbrook

 
 

 

Principal Financial Officer

 

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