UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________

FORM 10-Q
_____________________

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2017

Or
☐ 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 33-16820-D

ARÊTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Colorado   
84-1508638
(State or Other Jurisdiction of Incorporation or Organization) 
(I.R.S. Employer Identification No.)


7260 Osceola Street, Westminster, Colorado           80030 
  (Address of Principal Executive Offices)             (Zip Code)


  303-427-8688          
(Registrant's Telephone Number, Including Area Code)

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 ☒ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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.
 
Large accelerated filer ☐
 
Accelerated filer ☐
     
Non-accelerated filer ☐
 
Smaller reporting company ☒
     
Emerging growth company  ☐
   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new of revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of March 29, 2018, the Registrant had 14,674,580 shares of common stock issued and outstanding.
 
 

ARÊTE INDUSTRIES, INC.

Table of Contents




 
Page
Part 1 - Financial Information
2
Item 1 - Financial Statements     
2
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations     
16
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
20
Item 4 - Controls and Procedures
20
Part 2 - Other Information
21
Item 1 - Legal Proceedings   
21
Item 1A - Risk Factors
21
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds   
21
Item 3 - Defaults upon Senior Securities   
21
Item 4 - Mine Safety Disclosures   
21
Item 5 - Other Information    
21
Item 6 – Exhibits       
21
Signatures    
22

1



Part 1 – Financial Information
Item 1 - Financial Statements
ARÊTE INDUSTRIES, INC.
 
CONDENSED BALANCE SHEETS
 
 
 
     
As of  
 
   
June 30,
   
December 31,
 
ASSETS
 
2017
   
2016
 
      
(Unaudited)
       
Current Assets:
           
Cash
 
$
-
   
$
171,370
 
Accounts receivable - oil and gas sales
   
14,105
     
14,014
 
Prepaid expenses and other
   
19,338
     
3,032
 
                 
Total Current Assets
   
33,433
     
188,416
 
                 
Property and Equipment:
               
Oil and gas properties, at cost, successful efforts method:
               
Proved properties
   
5,325,526
     
5,325,381
 
Unproved properties
   
154,982
     
154,977
 
Furniture and equipment
   
22,522
     
22,522
 
Total property and equipment
   
5,503,030
     
5,502,880
 
Less accumulated depreciation, depletion and amortization
   
(3,770,522
)
   
(3,684,522
)
                 
Net Property and Equipment
   
1,732,508
     
1,818,358
 
                 
TOTAL ASSETS
 
$
1,765,951
   
$
2,006,774
 


 



The Accompanying Notes are an Integral Part of These Financial Statements
2

ARÊTE INDUSTRIES, INC.
 
CONDENSED BALANCE SHEETS, Continued
 
 
 
   
As of  
 
   
June 30,
   
December 31,
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
2017
   
2016
 
Current Liabilities:
 
(Unaudited)
       
Accounts payable:
           
Trade accounts payable
   
198,346
     
133,343
 
Accounts payable - DNR Oil & Gas, Inc.
   
410,188
     
453,439
 
Accounts payable - directors and affiliates
   
126,586
     
77,616
 
Dividends payable:
               
      Dividends payable
   
5,934
     
5,998
 
      Dividends payable - directors and affiliates
   
79,930
     
41,992
 
Accrued interest expense:
               
      Accrued interest expense
   
5,188
     
5,254
 
      Accrued interest expense - directors and affiliates
   
23,220
     
18,567
 
Notes and advances payable - current portion:
               
Notes and advances payable
   
1,261,011
     
240,750
 
Notes and advances payable - directors and affiliates
   
137,970
     
134,839
 
Current portion of asset retirement obligations
   
439,000
     
425,200
 
Other accrued costs and expenses
   
61,745
     
61,745
 
Total Current Liabilities
   
2,749,118
     
1,598,743
 
Long-Term Liabilities:
               
Notes and advances payable, net of current portion:
               
Notes and advances payable, net of discount
   
26,993
     
1,032,928
 
Notes and advances payable - Directors and affiliates
   
9,001
     
16,435
 
Asset retirement obligations, net of current portion
   
696,000
     
659,800
 
Total Long-Term Liabilities
   
731,994
     
1,709,163
 
Total Liabilities
   
3,481,112
     
3,307,906
 
Commitments and Contingencies
               
Stockholders' Equity (Deficit):
               
Convertible Class A preferred stock; $10,000 face value per share, authorized 1,000,000 shares:
               
Series 1; 30,000 shares authorized, none issued and outstanding.
   
-
     
-
 
Series 2; authorized 2,500 shares, 272 shares issued and outstanding at June 30, 2017 and December 31,2016, liquidation preference $2,805,864.
   
2,720,000
     
2,720,000
 
Common stock, no par value; 499,000,000 shares authorized, 14,674,580 issued and outstanding at June 30, 2017 and December 31, 2016.
   
21,535,469
     
21,535,469
 
Accumulated deficit
   
(25,970,630
)
   
(25,556,601
)
Total Stockholders' Equity (Deficit)
   
(1,715,161
)
   
(1,301,132
)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
1,765,951
   
$
2,006,774
 
 
 
The Accompanying Notes are an Integral Part of These Financial Statements.
 
 
 
3
 
 
ARÊTE INDUSTRIES, INC.
 
CONDENSED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                         
     
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
Revenues:
                       
Oil sales
 
$
211,792
   
$
260,574
   
$
439,979
   
$
414,557
 
Natural gas sales
   
14,167
     
17,200
     
34,443
     
45,418
 
Royalty revenues
   
1,065
     
379
     
1,959
     
1,277
 
Total revenues
   
227,024
     
278,153
     
476,381
     
461,252
 
Operating Expenses:
                               
Oil and gas producing activities:
                               
Lease operating expenses
   
233,796
     
204,897
     
445,030
     
487,455
 
Production taxes
   
14,255
     
21,953
     
29,009
     
36,067
 
Depreciation, depletion, amortization and accretion
   
61,000
     
120,268
     
136,000
     
298,810
 
Impairment
   
-
     
-
     
-
     
252,000
 
General and administrative expenses:
                               
Director fees
   
10,000
     
10,000
     
20,000
     
20,000
 
Investor relations
   
1,205
     
5,406
     
3,854
     
7,313
 
Legal, auditing and professional fees
   
51,379
     
56,713
     
63,746
     
85,884
 
Consulting fees executive services-Related Parties
   
13,313
     
24,232
     
31,218
     
40,732
 
Other administrative expenses
   
8,133
     
8,006
     
16,296
     
23,172
 
Total operating expenses
   
393,081
     
451,475
     
745,153
     
1,251,433
 
Operating loss
   
(166,057
)
   
(173,322
)
   
(268,772
)
   
(790,181
)
Other income (expense)
                               
Other Income
   
-
     
-
     
2,218
     
-
 
Interest income (expense), net
   
(26,954
)
   
(22,237
)
   
(52,535
)
   
(44,952
)
Total other expense
   
(26,954
)
   
(22,237
)
   
(50,317
)
   
(44,952
)
Loss before income taxes
   
(193,011
)
   
(195,559
)
   
(319,089
)
   
(835,133
)
Income tax benefit (expense)
   
-
     
-
     
-
     
-
 
Net loss
 
$
(193,011
)
 
$
(195,559
)
 
$
(319,089
)
 
$
(835,133
)
Net Loss Applicable to Common Stockholders:
                               
Net loss
 
$
(193,011
)
 
$
(195,559
)
 
$
(319,089
)
 
$
(835,133
)
Preferred stock dividends declared
   
(47,470
)
   
(47,470
)
   
(94,940
)
   
(95,979
)
 Net loss applicable to common stockholders
 
$
(240,481
)
 
$
(243,029
)
 
$
(414,029
)
 
$
(931,112
)
Loss Per Share Applicable to Common Stockholders:
                               
Basic
 
$
(0.02
)
 
$
(0.02
)
 
$
(0.03
)
 
$
(0.06
)
                                 
Diluted
 
$
(0.02
)
 
$
(0.02
)
 
$
(0.03
)
 
$
(0.06
)
Weighted Average Number of Common Shares Outstanding:
                               
Basic
   
14,674,580
     
14,469,700
     
14,674,580
     
14,382,550
 
                                 
Diluted
   
14,674,580
     
14,467,700
     
14,674,580
     
14,382,550
 
 
The Accompanying Notes are an Integral Part of These Financial Statements.
 
4
 
ARÊTE INDUSTRIES, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)


    
Class A Preferred Stock
   
Common Stock
   
Accumulated
       
    
Shares
   
Amount
   
Shares
   
Amount
   
Deficit
   
Total
 
Balances, January 1, 2017
   
272
   
$
2,720,000
     
14,674,580
   
$
21,535,469
   
$
(25,556,601
)
 
$
(1,301,132
)
Preferred stock dividends
   
-
     
-
     
-
     
-
     
(94,940
)
   
(94,940
)
Net loss
   
-
     
-
     
-
     
-
     
(319,089
)
   
(319,089
)
Balances, June 30, 2017
   
272
   
$
2,720,000
     
14,674,580
   
$
21,535,469
   
$
(25,970,630
)
 
$
(1,715,161
)



 


The Accompanying Notes are an Integral Part of These Financial Statements.
5

ARÊTE INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
      
For the Six Months Ended
June 30,
 
   
2017
   
2016
 
Cash Flows from Operating Activities:
           
Net loss
 
$
(319,089
)
 
$
(835,133
)
Adjustments to reconcile net loss to net cash provided by
               
 (used in) operating activities:
               
Depreciation, depletion and amortization
   
86,000
     
251,000
 
Accretion of discount on asset retirement obligations
   
50,000
     
47,810
 
Amortization of loan servicing fees
   
1,875
     
-
 
Impairment expense
   
-
     
252,000
 
Common stock issued in exchange for services
Changes in operating assets and liabilities:
   
-
     
25,334
 
  Accounts receivable
   
(91
)
   
(18,421
)
  Prepaid expenses and other
   
(16,306
)
   
7,209
 
  Accounts payable
   
65,003
     
66,091
 
  Accounts payable – DNR Oil & Gas
   
(43,251
)
   
(234,022
)
      Accounts payable – related parties and director's fees
   
48,970
     
31,398
 
  Other accrued expenses and accrued interest
   
4,587
     
37,230
 
Net cash used in operating activities
   
(122,302
)
   
(369,504
)
Cash Flows from Investing Activities:
               
Capital expenditures for property and equipment
   
(150
)
   
(373
)
Net cash used in investing activities
   
(150
)
   
(373
)
Cash Flows from Financing Activities:
               
Proceeds from notes payable
   
32,526
     
125,500
 
Principal payments on notes payable
   
(20,075
)
   
(114,696
)
Principal payments on notes payable – related parties
   
(4,303
)
   
(3,306
)
Proceeds received from subscription receivable
   
-
     
105,000
 
Proceeds received from issuance of Series A2 preferred stock
   
-
     
50,000
 
Preferred stock dividends paid
   
(57,066
)
   
(48,509
)
Net cash (used in) provided by financing activities
   
(48,918
)
   
113,989
 
Net decrease in cash and equivalents
   
(171,370
)
   
(255,888
)
Cash and equivalents, beginning of period
   
171,370
     
521,666
 
                 
Cash and equivalents, end of period
 
$
-
   
$
265,778
 
                 
Supplemental Disclosure of Cash Flow Information:
               
Cash paid for interest
 
$
44,439
   
$
39,376
 
Cash paid for interest – related parties
 
$
966
   
$
1,505
 
Cash paid for finance expenses
 
$
668
   
$
-
 
Amortization of debt discount
 
$
1,875
   
$
-
 
Accrued dividends
 
$
47,990
   
$
47,470
 
Common stock issued for loan closing costs
 
$
-
   
$
3,600
 
 
 
The Accompanying Notes are an Integral Part of These Financial Statements .
 
 
6
Note 1 - Organization and Nature of Operations

Arête Industries, Inc. ("Arête" or the "Company"), is a Colorado corporation that was incorporated on July 21, 1987. The Company seeks to focus on acquiring interests in traditional oil and gas ventures, and seek properties that offer profit potential from overlooked and by-passed reserves of oil and natural gas, which may include shut-in wells, in-field development, stripper wells, re-completion and re-working projects. In addition, the Company's strategy includes purchase and sale of acreage prospective for oil and natural gas and seeking to obtain cash flow from the sale and farm out of such prospects.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation
These statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted in the United States ("GAAP") for interim financial information. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to financial statements included in Arête's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of normal recurring accruals necessary for a fair presentation of the financial position as of June 30, 2017, and the results of operations, changes in stockholders' equity, and cash flows for the quarters ended June 30, 2017, and 2016. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for a full year. The Company's 2016 Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q.
 In connection with the preparation of its unaudited condensed financial statements, the Company evaluated events subsequent to the balance sheet date of June 30, 2017, through the filing date of this report.
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net income (loss) for any period presented.

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate adequate revenue to satisfy its current operations, has negative cash flows from operations, and incurred significant net operating losses during the quarter ended June 30, 2017 and the six months ended June 30, 2017, and the years ended December 31, 2016 and 2015, which raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has historically obtained funds through private placement offerings of equity and debt, as well as, asset sales. There is no assurance that the Company will be able to continue raising the required capital.

Use of estimates
Preparation of the Company's financial statements in accordance with GAAP requires management to make various assumptions, judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure 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. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established.
The most significant areas requiring the use of assumptions, judgments and estimates relate to the volumes of natural gas and oil reserves used in calculating depreciation, depletion and amortization ("DD&A"), the amount of expected future cash flows used in determining possible impairments of oil and gas properties and the amount of future capital costs used in these calculations. Assumptions, judgments and estimates also are required in determining future asset retirement obligations and impairments of undeveloped properties.

Oil and Gas producing activities
The Company's oil and gas exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has proved reserves. If an exploratory well does not result in proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities in the Statements of Cash Flows. The costs of development wells are capitalized whether productive or nonproductive. Oil and gas lease acquisition costs are also capitalized.
Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production DD&A rate. A gain or loss is recognized for all other sales of proved properties and is classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.
 
 
7
 
The Company estimates the expected undiscounted future cash flows of its oil and gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and gas properties to fair value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of estimated future cash flows, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. Once incurred, a write-down may not be reversed in a later period. During the six months period ended June 30, 2017 and 2016, the Company recorded impairment expense of $0 and $252,000, respectively, against its oil and gas properties. There were no impairment expense recorded for the three month periods ended June 30, 2017 and 2016.
The provision for DD&A of oil and gas properties is calculated based on proved reserves on a field-by-field basis using the unit-of-production method. Natural gas is converted to barrel equivalents, BOE, at the rate of six Mcf of natural gas to one barrel of oil. Estimated future dismantlement, restoration and abandonment costs, which are net of estimated salvage values, are taken into consideration.
Unproved oil and gas properties are periodically assessed for impairment on a project-by-project basis. These impairment assessments are affected by the results of exploration activities, commodity price outlooks, planned future sales or expirations of all or a portion of such projects. If the estimated future net cash flows attributable to such projects are not expected to be sufficient to fully recover the costs invested in each project, the Company will recognize an impairment loss at that time. There was no provision for impairment recorded against its unproved property for the three and six month periods ended June 30, 2017 and 2016.

Revenue recognition
The Company records revenues from the sale of crude oil, natural gas and natural gas liquids ("NGL") when delivery to the purchaser has occurred and title has transferred. The Company uses the sales method to account for gas imbalances. Under this method, revenue is recorded on the basis of gas actually sold by the Company. In addition, the Company will record revenue for its share of gas sold by other owners that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company also reduces revenue for other owners' gas sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company's remaining over and under produced gas balancing positions are considered in the Company's proved oil and gas reserves. Gas imbalances at June 30, 2017 and December 31, 2016 were not material.

Earnings per share
 Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income (loss) attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding and other dilutive securities. The only potentially dilutive securities for the diluted earnings per share calculations consist of Series A2 preferred stock that is convertible into common stock at an exchange price of $2.00 per common share. As of June 30, 2017, and December 31, 2016, the convertible preferred stock had an aggregate liquidation preference of $2,805,864 and was convertible to 1,384,000 shares of common stock. These shares were excluded from the earnings per share calculation for the three and six month periods ended June 2017 and 2016 because they would be anti-dilutive.

New accounting pronouncements
Other than as disclosed in the 2016 Form 10-K, there are no other ASUs applicable to the Company that would have a material effect on the Company's financial statements and related disclosures that have been issued but not yet adopted by the Company as of June 30, 2017, and through the filing of this report.
 
 
8

 
Note 3 - Oil and Gas Properties
The following table sets forth information concerning the Company's oil and gas properties:
   
June 30,
2017
   
December 31,
2016
 
Proved oil and gas properties at cost, net of impairment
 
$
5,325,381
   
$
5,325,381
 
Unproved oil and gas properties at cost, net of impairment
   
154,982
     
154,977
 
Accumulated depreciation, depletion and amortization
   
(3,748,000
)
   
(3,662,000
)
   Oil and gas properties, net
 
$
1,732,508
   
$
1,818,358
 
During the three month periods ended June 30, 2017 and 2016, the Company recorded depletion expense of $61,000 and $120,268, respectively and for the six months ended June 30, 2017 and 2016, the company recorded depletion expense of $136,000 and $298,810, respectively.
Note 4 – Fair Value Measurements
FASB ASC 820, "Fair Value Measurements and Disclosures", establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
-
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
-
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.  If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
-
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.  The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Upon completion of wells, the Company records an asset retirement obligation at fair value using Level 3 assumptions and this is a non-recurring estimate.
Impairment of long-lived assets are determined on a non-recurring basis using Level 3 assumptions.
 
 
9
The Company does not have any assets or liabilities that are measured at fair value on a recurring or nonrecurring basis as of June 30, 2017. The Company does not have any liabilities that are measured at fair value on a recurring basis or nonrecurring basis as of December 31, 2016.  The following table represents the Company's assets that are measured at fair value on a nonrecurring basis in the accompanying balance sheets, and where they are classified within the fair value hierarchy as of December 31, 2016:
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Proved oil and gas properties at cost, net of impairment
   
-
     
-
   
$
1,377,260
 
The fair values of the properties were determined using discounted cash flow models.  The discounted cash flows were based on management's expectations for the future.  The inputs included estimates of future crude oil and natural gas production, commodity prices based on sales contracted terms or commodity price curves as of the date of the estimate, estimated operating and development costs, at a risk-adjusted discount rate of 10%.
The carrying amounts of other financial instruments including cash and cash equivalents, accounts receivable, account payables, accrued liabilities and long-term debt in our balance sheet approximates fair value as of June 30, 2017 and December 31, 2016.
Note 5 - Income taxes

The book to tax temporary differences resulting in deferred tax assets and liabilities are primarily net operating loss carry forwards of approximately $10.4 million which expire in 2018 through 2036. A 100% valuation allowance has been established against the deferred tax assets, as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured. For the period ended June 30, 2017, the Company did not recognize any income tax benefit due to the valuation allowance.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. As of June 30, 2017, the Company had no unrecognized tax benefits.

Note 6 - Stock transactions and preferred stock dividends

Common stock
There were no issuances of common stock during the six month period ended June 30, 2017.

Preferred stock
At June 30, 2017, the Company had $2,720,000 (272 shares) outstanding.  A maximum amount of 600 shares at $10,000 per share or $6,000,000 are available for issuance.
The following are the terms of the Preferred Stock Series A2:
Authorized Shares, Stated Value and Liquidation Preference . Six hundred shares are designated as the Series A2 7% Convertible Preferred Stock, which has a stated value and liquidation preference of $10,000 per share plus accrued and unpaid dividends.
Ranking .  The Series A2 Preferred Stock will rank senior to future classes or series of preferred stock established after the issue date of the Series A2 Preferred Stock, unless the Company's Board of Directors expressly provides otherwise when establishing a future class or series. The Series A2 Preferred Stock ranks senior to our common stock but it is junior to our outstanding debt and accounts payable.
Dividends . Holders of Series A2 Preferred Stock are entitled to receive dividends at an annual rate of 7.0% of the $10,000 per share liquidation preference, payable quarterly on each of March 31, June 30, September 30 and December 31. Dividends are payable in cash or in shares of common stock (at its then fair market value), at the Company's election.
Voting Rights . Holders of the Series A2 Preferred Stock will vote together with the holders of our common stock as a single class on all matters upon which the holders of common stock are entitled to vote. Each share of Series A Preferred Stock will be entitled to such number of votes as the number of shares of common stock into which such share of Preferred Stock is convertible; however, solely for the purpose of determining such number of votes, the conversion price per share will be deemed to be $2.00, subject to customary anti-dilution adjustment. In addition, the holders of the Series A2 Preferred Stock will vote as a separate class with respect to certain matters, including amendments to the Company's Articles of Incorporation that alter the voting powers, preferences and special rights of the Series A2 Preferred Stock.
 
10
 
Liquidation . In the event we voluntarily or involuntarily liquidate, dissolve or wind up, the holders of the Series A2 Preferred Stock will be entitled, before any distribution or payment out of our assets may be made to or set aside for the holders of any of our junior capital stock and subject to the rights of our creditors, to receive a liquidation distribution in an amount equal to $10,000 per share, plus any unpaid dividends. A merger, consolidation or sale of all or substantially all of our property or business is not deemed to be a liquidation for purposes of the preceding sentence.
Redemption . The Series A2 Preferred Stock is redeemable in whole or in part at our option at any time for cash.  The redemption price is equal to $10,000 per share, plus any unpaid dividends.
Optional Redemption by Holder. Unless prohibited by Colorado law governing distributions to shareholders, the Company, upon 90 days' prior written request from any holders of outstanding shares of Series A2 Preferred Stock, in its sole discretion, may redeem at a redemption price equal to the sum of (i) $10,000 per share and (ii) the accrued and unpaid dividends thereon, to the redemption date, up to one-third of each holder's outstanding shares of Series A2 Preferred Stock on: (i) the first anniversary of the Original Issue Date (the " First Redemption Date "), (ii) the second anniversary of the Original Issue Date (the " Second Redemption Date ") and (iii) the third anniversary of the Original Issue Date (the " Third Redemption Date ", along with the First Redemption Date and the Second Redemption Date, collectively, each a " Redemption Date "). If on any Redemption Date, Colorado law governing distributions to shareholders prevents the Company from redeeming all shares of Series A2 Preferred Stock to be redeemed, the Company may ratably redeem the maximum number of shares that it may redeem consistent with such law, and may also redeem the remaining shares as soon as it may lawfully do so under such law.
Preemptive Rights .  Holders of the Series A2 Preferred Stock do not have preemptive rights.
Mandatory Conversion . Each share of Series A2 Preferred Stock remaining outstanding will automatically be converted into shares of our common stock upon the earlier of (i) any closing of underwritten public offering by us of shares of common stock pursuant to an effective registration statement under the Securities Act of 1933, in which the aggregate cash proceeds to be received by us and selling stockholders (if any) from such offering (without deducting underwriting discounts, expenses and commissions) are at least $7,000,000, and per share sales price is at least $3.00  (such price to be adjusted for any stock dividends, combinations or splits or (ii) the date agreed to by written consent of the holders of a majority of the outstanding Series A2 Preferred Stock.
Optional Conversion by Investors .  At any time, each holder of Series A2 Preferred Stock has the right, at the holder's option, to convert all or any portion of such holder's Series A2 Preferred Stock into shares of our common stock prior to the mandatory conversion of the Series A2 Preferred Stock.



11
 

Note 7 - Notes and advances payable
Notes payable consist of the following as of the date indicated:
             
 
 
June 30,
2017
   
December 31, 2016
 
Officers, directors and affiliates:
           
    Note payable, interest 7.0%, due January 2019 (1)
   
26,243
     
30,546
 
    Collateralized note payable (2)
   
120,728
     
120,728
 
Total officers, directors and affiliates
   
146,971
     
151,274
 
Less: Current portion of officers, directors, and affiliates
   
137,970
     
134,839
 
Long-term portion of officers, directors, and affiliates
 
$
9,001
   
$
16,435
 
Unrelated parties:
               
    Notes payable, interest at 7.5%, due March 2018 (3)
 
$
100,000
   
$
100,000
 
    Notes payable, interest at 7.0%, due January 2017 (4) *
   
17,575
     
22,737
 
    Note payable, due March 2018 (5)
   
150,000
     
150,000
 
    Note payable, due January 2019 (6)
   
11,468
     
13,566
 
    Line of credit, interest variable (see below) due June 2018 (7)
   
523,000
     
523,000
 
    Note payable, interest at 7.0%, due August 2016 (8) *
   
62,000
     
62,000
 
    Notes payable, interest at 7.0%, due June 2018 (9)
   
183,000
     
183,000
 
    Notes payable, net of discount, interest at 7.0%, due June 2018 (10)
   
98,200
     
97,300
 
    Notes payable, net of discount, interest at 7.0%, due June 2018 (11)
   
98,800
     
98,200
 
    Notes payable, net of discount, interest at 7.0%, due June 2018 (12)
   
24,250
     
23,875
 
    Notes payable, interest at 5.0%, due October 2018 (13)
   
19,710
     
-
 
Total unrelated parties
   
1,288,004
     
1,273,678
 
Less: Current portion of unrelated parties
   
1,261,011
     
240,750
 
Long-term portion of unrelated parties
 
$
26,993
   
$
1,032,928
 
* Note is in default
All of the Company's debt matures in fiscal year 2018, except for one note payable to Don Prosser (see bullet 6 below), which is due on January 1, 2019.
(1)
In January 2014, we memorialized certain short-term liabilities owed to one of our directors, Charlie Davis, into a formal promissory note. This note accrues interest at an annual rate of 7.0% with monthly payments equal to $1,316 (principal and interest) and will mature on January 1, 2019. Interest paid through June 30, 2017 was $966.
(2)
On April 29, 2013, the Company executed a promissory note under which the Company agreed to pay Apex Financial Services Corp, a Colorado corporation, ("Apex") the principal sum of $120,728, with interest accruing at an annual rate of 7.5%, with principal and interest due on March 30, 2018. The Company also agreed to assign 75% of its operating income from its oil and gas operations and any lease or well sale or any other asset sales to Apex to secure the debt. Apex is 100% owned by the CEO, director, and shareholder of the Company, Nicholas L. Scheidt. The Company paid a loan fee to Apex of $10,000. In the event of default on the note and failure to cure the default in ten days, Apex may accelerate payment and the annual interest rate on the note will accrue at 18%. Default includes failure to pay the note when due or if the Company borrows any other monies or offers security in the Company or in the collateral securing the note prior to the note being paid in full. The Company obtained a default waiver from Apex related to the new notes entered into through the date of this report. The Company has not had operating income or had any lease or well sales in the current fiscal year; therefore, no payments have been made to Apex through June 30, 2017. There was no interest paid through June 30, 2017.
(3)
On March 28, 2012, the Company executed a promissory note with Pikerni, LLC ("Pikerni"). This note was extended and amended on April 1, 2015, extending the maturity date of the note to April 1, 2016, with principal payments of $5,000 due on June 30, 2015, September 30, 2015, December 31, 2015, and March 31, 2016, and the remaining principal balance of $80,000 due on April 1, 2016. The note accrues interest at an annual rate of 7.5% and is payable quarterly. The Company did not make any of the principal payments and was in default on this note, however, in January 2016 the Company entered into an extension agreement with Pikerni, with an effective date of June 15, 2016. The principal amount of $100,000 was extended to March 30, 2018, with interest continuing to accrue at an annual rate of 7.5% and interest payments continuing to be paid in 90-day intervals. Interest paid through June 30, 2017 was $3,750.
 
 
12
 
(4)
On January 1, 2014, the Company executed a promissory note with William Stewart, one of the Company's board members, subsequently assigned to Pikerni, LLC, for $49,500. This note accrues interest at a rate of 7.0% per annum with monthly payments equal to $980 (principal and interest) and matures on January 1, 2017. The monthly payments are based on a 60 month amortization schedule, with a balloon payment of $22,737 due on January 1, 2017. The balloon payment was not made at January 1, 2017, and this note is currently in default. The Company has continued making the monthly payments of $980 and is negotiating new terms. The principal balance is classified in current notes payable on the balance sheet at June 30, 2017. Interest paid through June 30, 2017 was $719.
(5)
On March 28, 2012, the Company executed a Promissory Note with Fairfield Management Group, LLC, subsequently assigned to Donald Prosser (former CFO and Director) ("Prosser") during the fiscal year ended December 31, 2015. The note has a principal balance of $150,000, accrues interest at 7.5% payable monthly and had a maturity date of March 31, 2016, which was subsequently extended to March 31, 2017 and extended again on May 3, 2017 to March 30, 2018. Interest paid through June 30, 2017 was $5,625.
(6)
On December 31, 2013, the Company executed a promissory note with Mr. Prosser for $28,500. This note accrues interest at a rate of 7.0% with monthly payments equal to $564 (principal and interest) and matures on January 1, 2019. Interest paid through June 30, 2017 was $414.
(7)
On January 28, 2014, we entered into a line of credit loan agreement ("Credit Facility") with Citywide Banks ("Citywide") for $1,500,000 due January 15, 2015, subsequently extended to June 28, 2018. The terms of the note are as follows: 1) the accrued interest is payable monthly starting February 28, 2014, 2) the interest rate is variable based on an index calculated based on a prime rate as published by the Wall Street Journal index plus an add on index with the current and minimum rate of 6.5%,   the note has draw provisions and is collateralized by the wells and leases owned by the Company, a certificate of deposit for $500,000 at CityWide Banks pledged by a related party, and 5) the personal guarantee of Nicholas Scheidt, Chief Executive Officer. The amount eligible for borrowing on the Credit Facility is limited to the lesser of (i) 65% of the Company's PV10 value of its carbon reserves based upon the most current engineering reserve report or (ii) 48 month cumulative cash flow based upon the most current engineering reserve report. In addition to the borrowing base limitation, the Company is required to maintain and meet certain affirmative and negative covenants and conditions in order to draw advances on the Credit Facility. At June 30, 2017, the borrowing base was $523,000. The Credit Facility contains certain representations, warranties, and affirmative and negative covenants applicable to the Company, which are customarily applicable to senior secured loan facilities. Key covenants include limitations on indebtedness, restricted payments, creation of liens on oil and gas properties, hedging transactions, mergers and consolidations, sales of assets, use of loan proceeds, change in business, and change in control. The above-referenced promissory note contains customary default and acceleration provisions and provides for a default interest rate of 21% per annum. In addition, the Credit Facility contains customary events of default, including: (a) failure to pay any obligations when due; (b) failure to comply with certain restrictive covenants; (c) false or misleading representations or warranties; (d) defaults of other indebtedness; (e) specified events of bankruptcy, insolvency or similar proceedings; (f) one or more final, non-appealable judgments in excess of $50,000 that is not covered by insurance; (g) change in control (25% threshold); (h) negative events affecting the Guarantor; and (i) lender in good faith believes itself insecure. In an event of default arising from the specified events, the Credit Facility provides that the commitments thereunder will terminate and the Lender may take such other actions as permitted including, declaring any principal and accrued interest owed on the line of credit to become immediately due and payable. The Credit Facility is secured by a security interest in substantially all of the assets of the Company, pursuant to a Security Agreement, Deed of Trust and Assignment of As-Extracted Collateral entered into between the Company and Citywide Banks. Interest paid through June 30, 2017 was $17,186.
(8)
On August 15, 2014, the Company redeemed the remaining 10 shares of Series A-1 Convertible Preferred Stock outstanding for consideration of $77,500, of which $15,500 was paid in cash and the remaining amount as a promissory note for $62,000. The note accrues interest at 7% per annum, payable in two installments as follows;
a.
A payment of $31,000, plus accrued and unpaid interest was payable on August 15, 2015
b.
A payment of $31,000, plus accrued and unpaid interest was payable on August 15, 2016
The Company did not make the August 15, 2015, or August 15, 2016, principal payment and is currently in default on this note. The Company is negotiating new terms with the note holder. Interest paid through June 30, 2017 was $2,194.
(9)
In June 2013, in connection with the conversions of Series A-1 Preferred Stock by Burlingame Equity Investors II, LP and Burlingame Equity Investors Master Fund, LP, the Company issued unsecured promissory notes in the original principal amounts of $48,000 and $552,000, respectively, with interest at 7% per annum payable quarterly and all unpaid interest and principal due on July 23, 2014. We have agreed in writing with the holders of these two existing notes to extend the maturity date of the notes to June 18, 2018. Interest paid through June 30, 2017 was $621.
(10)
On June 29, 2016, the Company entered into a promissory note with an unrelated party and received $100,000 and issued 30,000 shares of the Company's restricted common stock, valued at $3,600, as a loan servicing fee. This note accrues interest at the rate of 7.0% per annum with interest paid quarterly in arrears and all principal and interest due on June 29, 2018. In the event of a default, the loan will become due immediately and a default interest rate of 18.0% per year will be assessed on all amounts outstanding until paid in full. An event of default only occurs if any payment required by this note is not paid. All payments have been made on this note through the filing of this report. The loan servicing fee will be amortized over the life of the loan. Interest paid through June 30, 2017 was $2,892. Interest paid through June 30, 2017 was $3,471.
 
 
13
 
(11)
On June 30, 2016, the Company entered into a promissory note with an unrelated party for $100,000 and the issuance of 20,000 shares of the Company's restricted common stock, valued at $2,400, as a loan servicing fee. This note accrues interest at the rate of 7.0% per annum with interest paid quarterly in arrears and all principal and interest due on June 30, 2018. In the event of a default, the loan will become due immediately and a default interest rate of 18.0% per year will be assessed on all amounts outstanding until paid in full. An event of default only occurs if any payment required by this note is not paid. The proceeds for this note were received on July 1, 2016, upon formal closing of the transaction. The loan servicing fee will be amortized over the life of the loan. Interest paid through June 30, 2017 was $3,471.
(12)
On June 30, 2016, the Company entered into a promissory note with an unrelated party for $25,000 and the issuance of 12,500 shares of the Company's restricted common stock, valued at $1,500, as a loan servicing fee. This note accrues interest at the rate of 7.0% per annum with interest paid quarterly in arrears and all principal and interest due on June 29, 2018. In the event of a default, the loan will become due immediately and a default interest rate of 18.0% per year will be assessed on all amounts outstanding until paid in full. An event of default only occurs if any payment required by this note is not paid. The proceeds from this note were received on July 5, 2016, upon formal closing of the transaction. The loan servicing fee will be amortized over the life of the loan. Interest paid through June 30, 2017 was $868.
(13)
On March 16, 2017, the Company entered into a Commercial Premium Finance Agreement – Promissory Note in the amount of $32,529 to finance its D&O insurance policy. This note accrues interest at a rate of 5.0% and matures on October 17, 2017. This note was paid in full on October 17, 2017. Interest paid through June 30, 2017 was $335.

Note 8 -
Asset Retirement Obligation
The Company follows accounting for asset retirement obligations ("ARO") in accordance with ASC 410, Asset Retirement and Environmental Obligations, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it was incurred if a reasonable estimate of fair value can be made. The Company's ARO primarily represents the estimated present value of the amounts expected to be incurred to plug, abandon and remediate producing and shut-in wells at the end of their productive lives in accordance with applicable state and federal laws. The Company determines the estimated fair value of its ARO by calculating the present value of estimated cash flows related to plugging and abandonment liabilities. The significant inputs used to calculate such liabilities include estimates of costs to be incurred; the Company's credit adjusted discount rates, inflation rates and estimated dates of abandonment. The ARO is accreted to its present value each period and the capitalized asset retirement costs are amortized using the unit of production method.
A reconciliation of the Company's ARO as of June 30, 2017 and December 31, 2016, is as follows:
             
 
 
June 30, 2017
   
December 31, 2016
 
Balance, beginning of year
 
$
1,085,000
   
$
995,197
 
Liabilities settled
   
-
     
(4,530
)
Accretion expense
   
50,000
     
94,333
 
                 
Balance, end of year
   
1,135,000
     
1,085,000
 
Less: current asset retirement obligations
   
(439,000
)
   
(425,200
)
                 
Long-term asset retirement obligations
 
$
696,000
   
$
659,800
 
 
Note 9 – Commitments and Contingencies
Legal Proceedings. The Company is subject to the risk of litigation, claims and assessments that may arise in the ordinary course of its business activities, including contractual matters and regulatory proceedings. On September 30, 2016 plaintiff Eric Langan et al. filed a complaint in Maricopa County Superior Court for common law fraud under Arizona law against Arête Industries, Inc., Don and Jane Doe Prosser, and Charles and Jane Doe Davis. The action was removed to federal court on November 17, 2016, civil action number 16 – 03994 – PHX – SPL. On September 1, 2017 a judgment was entered in favor of the defendants and against plaintiffs and the case was dismissed.
As of June 30, 2017, the Company was not subject to any pending litigation and management is not currently aware of any asserted or unasserted claims and assessments that may impact the Company's future results of operations.


14

Note 10 - Subsequent Events
On September 11, 2017, the Company entered into an Offer to Purchase Letter with an unrelated party for a 25% working interest in two of the Company's oil and gas assets located in Clark County, Kansas for total consideration of $150,000 and an effective date of October 1, 2017. On November 15, 2017, the Company completed the sale, with an effective date of October 1, 2017.
On December 22, 2017, the Company entered into an Offer to Purchase Letter with an unrelated party for a 6.0% and 3.33% working interest in two of the Company's oil and gas assets located in Clark County, Kansas for total consideration of $50,000 and an effective date of January 1, 2018.
On January 16, 2018, the Company entered into a 90-day promissory note with an unrelated party for proceeds of $40,000. This note accrues interest at a rate of 7.0% and matures on April 17, 2018.
 
 
15

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations for the quarters ended June 30, 2017 and 2016 should be read together with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016, and the financial statements and footnotes included in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q, including the following discussion, contains trend analysis and other forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this Quarterly Report on Form 10-Q that are not statements of historical facts are forward-looking statements. These forward-looking statements made herein are based on our current expectations, involve a number of risks and uncertainties and should not be considered as guarantees of future performance.

General Overview
We are an independent energy company whose business plan is to acquire, explore and develop oil, natural gas and natural gas liquids ("NGL's") in the United States. Due to our limited capital and low commodity prices, we have not been able to execute on our business plan since 2015. Our long-term strategy is to seek to deliver net asset value per share growth to our investors via attractive investments within the oil and gas industry. In the event we are able to obtain sufficient additional capital we expect to seek properties that offer profit potential from overlooked and by-passed reserves of oil and natural gas, which may include shut-in wells, in-field development, stripper wells, re-completion and re-working projects. In addition, we seek acreage, prospective for oil and natural gas, to purchase in order to obtain cash flow from the re-sale and farm out of such prospects.
 
We do not operate any of the properties in which we have an interest. As a result, we have limited ability to exercise influence over, and control the risks associated with operations of these properties. The failure of an operator of our wells to adequately perform operations, an operator's breach of the applicable agreements or an operator's failure to act in ways that are in our best interests could reduce our ability to be successful in finding reserves and could create a liability for us for the operator's failure to properly operate the project and adhere to applicable safety and environmental standards.
 
It is our desire to provide an understanding of the Company's past performance, its financial condition and its prospects for the future. Accordingly, we discuss and provide our analysis of the following:
•
Results of operations;
•
Liquidity and capital resources;
•
Contractual obligations;
•
Off balance sheet arrangements;
•
Critical accounting policies; and
•
New accounting pronouncements.

Oil, Gas, and NGL Prices
Our financial condition and the results of our operations are significantly affected by the prices we receive for our oil, gas, and NGL production, which can fluctuate dramatically. Our oil and gas is sold under our operators' contracts paying us various industry posted prices, adjusted for basis differentials. We are paid the average of the daily settlement price for the respective posted prices for the period in which the product is sold, adjusted for quality, transportation and location differentials.
We expect future prices for oil, gas, and NGLs to continue to be volatile.  In addition to supply and demand fundamentals, as a global commodity, the price of oil is affected by real or perceived geopolitical risks in all regions of the world as well as the relative strength of the dollar compared to other currencies. Oil markets continue to be unstable.

Results of Operations for the Three and Six Month Periods Ended June 30, 2017 and 2016
Presented below is a discussion of our results of operations for the three and six month periods ended June 30, 2017 and 2016.
Net Loss Applicable to Common Stockholders
Net loss applicable to common stockholders for the three month periods ended June 30, 2017 and 2016 were $240,481 and $243,029, respectively. Lease operating expenses were higher in 2017 by $28,899 compared to the same period in the prior year. This was offset with lower production taxes, DD&A expense and general and administrative expenses.
 Net loss applicable to common stockholders for the six month periods ended June 30, 2017 and 2016 were $414,029 and $931,112, respectively. The decrease in the net loss in 2017 compared 2016 is mostly due to an impairment charge of $252,000 during the first quarter of 2016 and a decrease in DD&A of $162,810. In addition, lease operating expenses decreased $42,425 and general and administrative costs decreased $41,987.
The discussion below further discusses our results of operation for the three and six month periods ended June 30, 2017 and 2016.
 
16
 
Oil and Gas Producing Activities
             The results of our producing oil and gas properties are presented below for the three and six months ended June 30, 2017 and 2016:

 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
 
 
2017
   
2016
   
2017
   
2016
 
Oil Sales
 
$
211,792
   
$
260,574
   
$
439,979
   
$
414,557
 
Natural Gas Sales
   
14,167
     
17,200
     
34,443
     
45,418
 
Royalty sales
   
1,065
     
379
     
1,959
     
1,277
 
Total Revenue
   
227,024
     
278,153
     
476,381
     
461,252
 
 
                               
Lease Operating Expense
   
233,796
     
204,897
     
445,030
     
487,455
 
Production Taxes
   
14,255
     
21,953
     
29,009
     
36,067
 
Depreciation, depletion, amortization ("DD&A")
   
36,000
     
96,000
     
86,000
     
251,000
 
Accretion
   
25,000
     
24,268
     
50,000
     
47,810
 
Impairment expense
   
-
     
-
     
-
     
252,000
 
Total operating expenses
   
309,051
     
347,118
     
610,039
     
1,074,332
 
    Net operating loss before general and administrative expense
   
(82,027
)
   
(68,965
)
   
(133,658
)
   
(613,080
)
 
                               
Net barrels of oil sold
   
5,051
     
6,379
     
9,930
     
11,911
 
Net mcf of gas sold
   
7,597
     
10,323
     
16,378
     
25,427
 
  BOE
   
6,316
     
8,100
     
12,659
     
16,149
 
Average price for oil
 
$
41.93
   
$
40.85
   
$
44.31
   
$
34.80
 
Average price for gas
 
$
1.86
   
$
1.67
   
$
2.10
   
$
1.79
 
Lease operating expense per BOE
 
$
37.01
   
$
25.30
   
$
35.15
   
$
30.19
 
DD&A per BOE
 
$
9.66
   
$
11.85
   
$
10.74
   
$
15.54
 
Three and Six Months Ended June 30, 2017 and 2016
Our oil sales for the three month periods ended June 30, 2017 and 2016 were $211,792 and $260,574, respectively, a decrease of $48,782 or 18.7%. This decrease can be attributed primarily to lower sales volumes somewhat mitigated by higher realized oil prices. The average realized price per barrel of oil was $41.93 for the three month period ended June 30, 2017, an increase of 2.6% or $1.08 per barrel compared to $40.85 for the same period in the prior year. The increase due to higher prices was offset with lower sales volumes, which decreased 20.8% or 1,328 barrels in the current period to 5,051 barrels, compared to 6,379 barrels of oil in the same period in the prior year. The effect on our oil sales due to the decreased sales volumes was $55,671 lower sales and the effect of the higher average realized oil prices was $6,889 for a net decrease in oil sales of $48,782.
Our oil sales for the six month periods ended June 30, 2017 and 2016 were $439,979 and $414,557 respectively an increase of $25,422 or 6.1%.  This increase can be attributed to higher realized sales prices but with lower sales volumes.  The average realized price per barrel was $44.31for the six months ended June 30, 2017, an increase of $9.51 per barrel from the realized price of $34.80 for the six months ended June 30, 2016.  The increase in oil sales was partially offset by a decrease in sales volumes of 1,981 barrels to 9,930 barrels for the six months ended June 30, 2017, compared to 11,911 barrels for the same period in the prior year.  The effect on oil sales due to the increase in sales prices was $113,212 while there was a decrease in sales due to a decrease in volumes of $87,790 for a net decrease in oil sales of $25,422.
 
17
 
Our natural gas sales for the three month periods ended June 30, 2017 and 2016, were $14,167 and $17,200, respectively, a decrease of $3,033 or 17.6%. The average realized natural gas prices, including proceeds from sales of natural gas liquids, in 2017 and 2016, were $1.86 and $1.67 per Mcf, respectively, an increase of $0.19 or 11.9%. Natural gas sales volumes for the three month periods ended June 30, 2017 and 2016, were 7,597 Mcf and 10,323 Mcf, respectively, which was 26.4% lower  or 2,726 Mcf than the prior period. The impact on natural gas sales in the current year due to the higher realized prices resulted in greater natural gas sales of $2,051. The effect of the lower volumes decreased sales by $5,084 for a net decrease in natural gas sales of $3,033.
Our natural gas sales for the six month periods ended June 30, 2017 and 2016 were $34,443 and $45,418 respectively, a decrease of $10,975 or 24.2%.  The average realized natural gas prices, including proceeds from sales of natural gas liquids, in 2017 and 2016 were $2.10 and $1.79 per Mcf respectively, an increase of $.31 or 17.3%.  Natural gas sales volumes for the six months ended June 30, 2017 and 2016 were 16,378 Mcf and 25,427 Mcf respectively, which was 35.6% lower or 9,049 Mcf lower than the prior period.  The impact on natural gas sales in the current year due to the higher realized prices resulted in greater natural gas sales of $8,055 and the effect of the lower volumes decreased sales by $19,030 for a net decrease in sales of $10,975.
Lease operating expense ("LOE") for the three month periods ended June 30, 2017 and 2016, were $233,796 and $204,897, respectively. This increase of $28,899 or 14.1% was due to higher workover expenses incurred in the current period. During the prior year we only had workover costs of approximately $23,000, compared to approximately $66,000 in 2017 mostly related to pump changes and chemical work to enhance the facilities and well equipment in our Kansas and Nebraska properties. LOE per BOE in 2017 and 2016 were $37.01 and $25.30, respectively, an increase of $11.71 or 46.3%.
Lease operating expense ("LOE") for the six month periods ended June 30, 2017 and 2016, were $445,030 and $487,455, respectively. This decrease of $42,425 or 8.7% was due to lower recurring lease operating expenses. Workover expenses in the current year compared to the prior year remained flat with costs of $122,460 and $122,211, respectively. During the prior year we had incurred higher workover costs during the first quarter and lower workover costs in the second quarter, compared to the current year that had higher workover costs in the second quarter and low workover costs in the first quarter. LOE per BOE in 2017 and 2016 were $35.15 and $30.19, respectively, an increase of $4.96 or 16.4%. This increase is due to lower sales volumes in the current year compared to the prior year.
Production taxes were $14,255 and $21,953, for the three month periods ended June 30, 2017 and 2016, respectively, a decrease of $7,698 or 35.1%. Production taxes for the six month periods ended June 30, 2017 and 2016, were $29,009 and $36,067, respectively. We generally expect absolute production tax expense to trend as a percentage with oil, gas, and NGL production revenue within each state we have operations in. Production taxes as a percentage of revenue for the three and six month periods ended June 30, 2017, were 6.3% and 6.1%, respectively, compared to 7.9% and 7.8% for the three and six month periods ended June 30, 2016, respectively. Our production in Kansas and Nebraska has a blended production tax rate of approximately 4.4% and our Wyoming production is approximately 11.0%; therefore, as our sales increase in Kansas and Nebraska the tax rate as a percentage of sales decreases. We had more production in Kansas and Nebraska in 2017 compared to 2016; therefore, the tax rate as a percentage of revenue decreased.
Our DD&A expenses were $36,000 and $96,000, for the three month periods ended June 30, 2017 and 2016, respectively, a decrease of $60,000 or 62.5%. Our DD&A expense for the six month periods ended June 30, 2017 and 2016, were $86,000 and $251,000, respectively, a decrease of $165,000 or 65.7%. These decreases for the three and six month periods ended June 30, 2017 compared to the same periods in the prior year was due to a lower depletable base because of impairments of our oil and gas properties as of December 31, 2016.
We perform assessments of our long-lived assets to be held and used, including oil and gas properties, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. To the extent such assessments indicate a reduction of the estimated useful life or estimated future cash flows of our oil and gas properties, the carrying value may not be recoverable and therefore an impairment charge would be required to reduce the carrying value of the proved properties to their fair value.
The cash flow model we use to assess proved properties for impairment includes numerous assumptions. The primary factors that may affect estimates of future cash flows are (i) future reserve adjustments, both positive and negative, to proved reserves and appropriate risk-adjusted probable and possible reserves, (ii) results of future drilling activities, (iii) management's price outlook and (iv) increases or decreases in production costs and capital costs associated with those reserves. All inputs to the cash flow model are evaluated at each measurement date.
As a result of our impairment assessments of our oil and gas properties, a noncash charge to reduce the carrying values, we recorded impairment expense of $252,000 against our proved property as of June 30, 2016 and an aggregate $3,358,000 of impairment expense at December 31, 2016. There have been no impairment charges recorded in 2017.



18


General and Administrative
Presented below is a summary of general and administrative expenses for the three and six months ended June 30, 2017 and 2016:

 
 
Three Months ended
   
Six Months ended
 
 
 
June 30,
   
June 30,
 
General and administrative expenses:
 
2017
   
2016
   
2017
   
2016
 
Director fees
 
$
10,000
   
$
10,000
   
$
20,000
   
$
20,000
 
Investor relations
   
1,205
     
5,406
     
3,854
     
7,313
 
Legal, auditing and professional fees
   
51,379
     
56,713
     
63,746
     
85,884
 
Consulting fees - Related Parties
   
13,313
     
24,232
     
31,218
     
40,732
 
Other administrative expenses
   
8,133
     
8,006
     
16,296
     
23,172
 
Total G&A Expense
 
$
84,030
   
$
104,357
   
$
135,114
   
$
177,101
 
Three and Six Month Periods Ended June 30, 2017 and 2016
General and administrative expenses decreased $20,327 or 29.8% for the three month period ended June 30, 2017, compared to the same period in 2016. This reduction was primarily due to a decrease in legal, auditing and professional fees, and other administrative expenses.
General and administrative expenses decreased $41,987 or 23.7% for the six month period ended June 30, 2017, compared to the same period in 2016. This reduction was primarily due to a decrease in all of the categories within general and administrative costs, with legal, auditing and professional expenses representing $22,138 of the decrease and related party consulting, investor relations and other administrative expenses making up the rest of the decrease.
Interest Expense, net
Interest expense, net of interest income, for the three month period ended June 30, 2017 and 2016 was $26,954 and $22,237, respectively, an increase of $4,717, due to additional borrowings from three unrelated parties in June 2016. We recorded $5,473 of interest expense to related parties during the three month period ended June 30, 2017, and made principal and interest payments of $4,303 to one of the related parties.
Interest expense, net of interest income, for the six month periods ended June 30, 2017 and 2016, were $52,535 and $44,952, respectively, an increase of $7,583, due to additional borrowings from three unrelated parties in June 2016.  We recorded interest expense to non-related parties of $21,481 and we made principal and interest payments of $65,514 to unrelated parties during the six month period ended June 30, 2017.
Liquidity and Capital Resources
We do not generate adequate revenue to satisfy our current operations, we have negative cash flows from operations, and we have incurred significant net operating losses during the six month period ended June 30, 2017 and the year ended December 31, 2016, which raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. We have historically obtained funds through private placement offerings of equity and debt, as well as, asset sales.
In late 2015, we raised approximately $1.7 million through a private placement of our Series A2 Preferred Stock. We have successfully negotiated extensions with some of our key notes payable holders resulting in extending the due dates of the notes. Since 2011, we have sold various interests in some of our oil and gas properties, which have resulted in aggregate net proceeds from these sales of $6,377,000. Still, our ability to continue as a going concern is dependent upon the ability to successfully accomplish our business plan and continue to secure other sources of financing and attain profitable operations. The Company continues to pursue additional sources of financing but there can be no assurance that such financing will be completed on terms favorable to the Company, if at all.
 
19
 
We had a working capital deficit as of June 30, 2017, and December 31, 2016, of $2.7 million and $1.4 million, respectively. The components of our working capital deficit at June 30, 2017, compared to December 31, 2016 were a decrease in our current assets by $154,973, primarily due to a decrease in our cash account, which was lower by $171,370. Our current liabilities increased by $1,150,375 compared to the prior year. This increase can be mostly attributed to our current portion of notes payable increasing due to maturities coming due within 12 months and an increase in trade accounts payable and accounts payable's to directors and affiliates.
We incurred negative cash flow of $122,302 from our operations during the six month period ended June 30, 2017, compared to negative operating cash flow of $369,504 during the same period in the prior year, a change of $247,202 or 66.9%. This decrease in cash used in operating activities can be attributed to lower lease operating expenses, higher revenue and timing of our cash payments and receipts.
Investing activities during the six month periods ended June 30, 2017 and 2016, used net cash of $150 and $373, respectively, which was related to payments of leasehold costs and some capital additions to oil and gas properties in which we own a very small working interest in.
Financing activities used net cash of $48,918 during the six month period ended June 30, 2017, which was related to the payment of $57,066 of dividends for our series A2 preferred stock, proceeds received on a note payable of $32,526, offset with principal payments of $24,378. We had $113,989 of net cash provided by financing activities for the six month period ended June 30, 2016. we entered into a short-term note payable with an unrelated party for net proceeds of $25,500 to finance our D&O Insurance liability policy, we entered into a two year note payable with an unrelated party for $100,000, we made principal payments on our notes payable in the amount of $121,308, we received $105,000 related to the A2 Preferred Stock issued during the prior year, as well as, receiving proceeds of $50,000 for an additional sale of 5 shares of our A2 Preferred Stock and we paid $48,509 in dividends to our A2 Preferred Stock holders. In the prior year we drew down $60,000 on our line of credit and made principal payments of $12,270.
Off-Balance Sheet Arrangements
None
 
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
The Company is a "Smaller Reporting Company" and is not required to provide or disclose the information required by this item.

Item 4 - Controls and Procedures
As of June 30, 2017, our Chief Executive Officer and Chief Financial Officer (the "Certifying Officers") conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Exchange Act, the term "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including the Certifying Officers, to allow timely decisions regarding required disclosure.
 
Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder. As discussed in our Annual Report on Form 10-K for the year ended December 31, 2016, the ineffectiveness of our disclosure controls and procedures is due primarily to;

·
our Board of Directors does not currently have any independent members that qualify as an audit committee financial expert,
·
we have not developed and effectively communicated our accounting policies and procedures,
·
our documentation of transaction in certain circumstances is not timely due to our limited staff and resources,
·
our controls over financial statement disclosures were determined to be ineffective, including deficiencies in the preparation of the disclosure checklist and
·
we do not maintain adequate and effective internal controls over our reserve estimation process as well as the underlying data upon which reserve estimates are based. The primary inputs to the reserve estimation process are technical information, financial data, ownership interest, and production data. The relevant field and reservoir technical information, which is updated annually, is assessed for validity when our independent petroleum engineering firm has technical meetings with our officers
·
We have not maintained a tax basis property roll-forward and we have not filed tax returns since 2011 and therefore the tax assets disclosed are managements best estimate and this estimate could change as the company completes it tax returns.  There were no changes in internal control since December 1, 2016.

20

PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.
From time to time, the Company is a party to routine litigation and proceedings that are considered part of the ordinary course of its business. On September 30, 2016 plaintiff Eric Langan et al. filed a complaint in Maricopa County Superior Court for common law fraud under Arizona law against Arête Industries, Inc., Don and Jane Doe Prosser, and Charles and Jane Doe Davis. The action was removed to federal court on November 17, 2016, civil action number 16 – 03994 – PHX – SPL. On September 1, 2017 a judgment was entered in favor of the defendants and against plaintiffs and the case was dismissed in its entirety for lack of personal jurisdiction.
We are unaware of any other dispute which might lead to future litigation.

Item 1A - Risk Factors.
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on December 1, 2017. The risk factors in our Annual Report on Form 10-K for the year ended December 31, 2016, in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.
None
 
Item 3 - Defaults upon Senior Securities.
None

Item 4 - Mine Safety Disclosures.
Not Applicable
 
Item 5 - Other Information.
None

Item 6 - Exhibits
The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein.





101
The following materials are filed herewith: (i) XBRL Instance, (ii) XBRL Taxonomy Extension Schema, (iii) XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) XBRL Taxonomy Extension Definition. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing.



21

ARÊTE INDUSTRIES, INC.

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.


By: /s/ Nicholas Scheidt, CEO
Nicholas L Scheidt, Principal Executive Officer
Dated:  March 29, 2018


By: /s/ Tristan R. Farel
Tristan R Farel, Chief Financial Officer
Dated:  March 29, 2018











22
 
Arete Industries (CE) (USOTC:ARET)
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