Under the terms of the loan from
Multisys to Holms Energy, Holms Energy, in conjunction with the entry into the Asset Purchase Agreement on November 26, 2010, assigned the Greenfield
mineral rights to Multisys Acquisition in exchange for forgiveness of $385,000 of the loan. The other $100,000 of the loan was to be applied to the
Asset Purchase Agreement between Multisys and Holms Energy, and on November 26, 2010, that $100,000 was applied to the Asset Purchase Agreement and the
loan was forgiven. After exercise of the option and executing the asset purchase agreement with Holms Energy, Multisys Acquisition purchased the gas
and oil production royalty rights of Rocky and Evenette Greenfield for an aggregate of $1,249,000 plus interest as follows: installment payments in the
amount of $120,000 per year, or $30,000 per quarter plus interest at 5% per annum for 8 years and a balloon payment in the amount of $289,000. As of
September 30, 2012, the unpaid balance of this installment note totaled $1,015,452.
On September 21, 2011, the
Company purchased an undivided 50% interest in minerals contained in approximately 2,200 acres located in Glacier County, Montana (also referred to as
Duck Lake). The purchase price of these rights was $250,000. This amount has been classified as unproved mineral property on the balance
sheet.
Acquisition of Working Interest
On July 3, 2012 the Company
purchased a 17% working interest in an oil well located in Archer County, Texas for a price of $68,000. $34,000 was paid during the nine months ended
September 30, 2012 and the Company incurred a related party payable to an Officer of the Company for the other $34,000. The related party payable of
$34,000 was paid in October 2012.
Depletion expense recorded on the
mineral rights for the nine months ended September 30, 2012 was $294,801.
NOTE 4 - RELATED PARTY TRANSACTIONS
Royalty payable - officer
In connection with the
acquisition of the Holms Property (see Note 3), the Company granted to Holms Energy, which is owned by an officer of the Company, a 5% overriding
royalty on all revenue generated from the Holms Property for ten years from the date of the acquisition closing. As of September 30, 2012 and December
31, 2011, the royalty payable was $117,263 and $81,946, respectively.
In connection with the acquisition
of the working interest (see Note 3). Company incurred a related party payable to an Officer of the Company totaling $34,000. The related party payable
of $34,000 was paid in October 2012.
NOTE 5 - CONVERTIBLE NOTES PAYABLE
During May and June 2011, the
Company borrowed $300,000 from investors. The notes are unsecured, bear interest at 6% per annum and mature on December 31, 2011. The notes are
convertible at the holders’ option into common stock of the Company at a $0.375 per share. In addition, each of the notes will automatically
convert into the next equity financing with gross proceeds of at least $2,000,000 at the lower of $0.375 or a 25% discount to the per share sales price
of the $2,000,000 equity financing. The company evaluated the conversion option for a beneficial conversion feature under FASB ASC 470-20 and
determined that none existed.
During January 2012, the notes
came due. $155,000 of the notes and $1,694 of accrued interest was converted into 417,850 common shares. In connection with the conversions, the note
holders were issued 206,667 common stock warrants. The warrants are exercisable at $0.75 per share, vest immediately and have a term of 4 years. The
fair value of the warrants was determined to be $174,233 using the Black-Scholes option pricing model. The key assumptions utilized in the model
include the closing market price of the Company’s common stock of $1.20, expected term of 4 years, volatility of 85.79%, risk-free interest rate
of 0.89% and zero expected dividends. The conversion was accounted for as an induced conversion and the fair value of the warrants of $174,233 was
expensed during the nine months ended September 30, 2012.
$95,000 of the notes was extended
until June 30, 2012. In connection with the extensions, the Company issued the note holders an aggregate of 25,334 common stock warrants. The warrants
are exercisable at $0.75 per share, vest immediately and have a term of 5 years. The fair value of the warrants was determined to be $22,092 using the
Black-Scholes option pricing model. The key assumptions utilized in the model include the closing market price of the Company’s common stock of
$1.20, expected term of 5 years, volatility of 81.79%, risk-free interest rate of 0.89% and zero expected dividends. The Company evaluated the
extension of these notes under FASB ASC 470-50 and determined that the modification was
9
substantial and qualified as
a debt extinguishment. The extinguishment loss recognized as a result of the loan extensions was $22,092 for the nine months ended September 30,
2012.
$50,000 of the notes was repaid
in cash during the six months ended June 30, 2012 and the remaining $95,000 of outstanding principal was paid during the third quarter 2012. As of
September 30, 2012, the convertible notes payable have been paid in full.
NOTE 6 - STOCKHOLDERS’ EQUITY
Common stock and Common Stock
Warrants
During the nine months ended
September 30, 2012, the Company sold 25,000 common stock units at $0.50 per unit to a private investor. Each unit consists of two shares of common
stock plus one common stock purchase warrant that are exercisable at $0.50 per share for a term of three years from date of issuance, callable at $0.01
per share at any time after one year from the date of sale, if the underlying shares are registered and the common stock trades for 20 consecutive
trading days at an average closing sales price of $.75 or more, for a total of 50,000 shares of common stock and 25,000 warrants sold, total cash of
$25,000 was received net of offering costs of $0. None of the common stock warrants were exercised or canceled at September 30, 2012.
The table below summarizes the
Company’s warrant activity for the nine months ended September 30, 2012:
|
|
|
|
Number of
Warrant Shares
|
|
Weighted
Average
Exercise Price
|
Balance,
December 31, 2011 |
|
|
|
|
5,640,000 |
|
|
$ |
0.48 |
|
Granted |
|
|
|
|
257,001 |
|
|
|
0.75 |
|
Canceled |
|
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
|
|
— |
|
|
|
— |
|
Expired |
|
|
|
|
— |
|
|
|
— |
|
Balance,
September 30, 2012 |
|
|
|
|
5,897,001 |
|
|
|
0.50 |
|
Exercisable,
September 30, 2012 |
|
|
|
|
5,897,001 |
|
|
$ |
0.50 |
|
At September 30, 2012, the range
of exercise prices and the weighted average remaining contractual life of the warrants outstanding were $0.25 to $0.75 and 1.33 years, respectively.
The intrinsic value of the exercisable warrants outstanding at September 30, 2012 was $14,400.
At December 31, 2011, the range of exercise prices and
the weighted average remaining contractual life of the warrants outstanding were $0.25 to $0.50 and 2.01 years, respectively. The intrinsic value of
the exercisable warrants outstanding at December 31, 2011 was $4,038,000.
Common Stock Options
On June 25, 2010, the Company
increased the total common stock, available in the Company’s 2008 Non-Qualified Stock Option and Stock Appreciation Rights Plan from one million
(1,000,000) shares to five million (5,000,000) shares.
During March 2012, the Company
granted an aggregate of 500,000 common stock options to officers and Directors. The options are exercisable at $0.10 per share and vest one-third
immediately and one-third each year over the next two years. The fair value of the options was determined to be $400,548 using the Black-Scholes option
pricing model. The key assumptions utilized in the model include the closing market price of the Company’s common stock of $0.90, expected terms
between 1 and 2 years, volatility of 68.94%, risk-free interest rate of 0.41% and zero expected dividends. The fair value is being expensed over the
vesting period of the options. Option expense of $239,878 was recognized during the nine months ended September 30, 2012 and the remaining $160,670 will be
expensed through March 2014.
The table below summarizes the
Company’s option activity for the nine months ended September 30, 2012:
10
|
|
|
|
Number of
Option Shares
|
|
Weighted
Average
Exercise Price
|
Balance,
December 31, 2011 |
|
|
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
|
|
500,000 |
|
|
|
0.10 |
|
Canceled |
|
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
|
|
— |
|
|
|
— |
|
Expired |
|
|
|
|
— |
|
|
|
— |
|
Balance,
September 30, 2012 |
|
|
|
|
500,000 |
|
|
|
0.10 |
|
Exercisable,
September, 2012 |
|
|
|
|
166,666 |
|
|
$ |
0.10 |
|
At September 30, 2012, the
weighted average remaining contractual life of the options outstanding was 1.47 years. The intrinsic value of the exercisable options outstanding at
September 30, 2012 was $31,667.
11
Item 2. |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
This discussion and analysis of our financial condition
and results of operations should be read in conjunction with our financial statements and notes thereto included in this quarterly report on Form 10-Q
(the “Quarterly Report”) and the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended
December 31, 2011 (the “2011 Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”). In addition to
historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to
those identified in the 2011 Annual Report in the section entitled “Risk Factors.”
Overview
BRI is an oil and gas exploration
company, with properties located mostly in the Bakken. As of April 16, 2012, the Company owns 50% of the mineral rights to approximately 6,000 gross
acres of land located about 8 miles southeast of Williston, North Dakota. Our current and proposed operations consist of holding certain mineral rights
which presently entitle the Company to royalty rights on average of 12.5% from the oil and gas produced on such lands. We have no working interest
rights to influence the activities conducted by the Lessees of these mineral rights. In the event the operators fail to meet their drilling commitment,
the Company has only three options: 1) it can agree to grant an extension; 2) it can renegotiate the terms of the existing leases; or 3) it can legally
terminate the leases. We will focus on evolving the Company into a growth-orientated independent energy company engaged in the acquisition,
exploration, exploitation, and development of oil and natural gas properties; focusing our activities initially in the Williston Basin, a large
sedimentary basin in eastern Montana, Western North and South Dakota, and Southern Saskatchewan known for its rich deposits of petroleum and
potash.
On February 4, 2011, we entered
into agreements relating to the private placement of $50,000 of our securities through the sale of 200,000 shares of our common stock at $0.25 per
share, with 100,000 total warrant shares attached that are exercisable at $.50 per share for three years from the date of this sale and callable at
$0.01 per share at any time after February 4, 2012, if the underlying shares are registered and the common stock trades for 20 consecutive trading days
at an average closing sales price of $.75 or more. In conjunction with the private placement, there were no fees, commissions, or professional fees for
services payable. The placement was undertaken by the officers of the Company. The private placement of these securities was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended. The proceeds from these sales of unregistered securities were used to fund Company
operations.
On March 18, 2011, we entered
into agreements relating to the private placement of $695,000 of our securities on substantially similar terms as in the February 4, 2011 closing. The
placement was undertaken by the officers of the Company. The private placement of these securities was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended. The proceeds from these sales of unregistered securities were used to fund Company operations. With the
conclusion of the March 18, 2011 closings, the raise under the original private placement which commenced in November 2010 for $2.5 million were
completed in full.
In May and June 2011, we entered
into a series of convertible debt agreements with certain investors in an aggregate amount of $300,000. Such notes bear an annual interest rate of 6%
and were convertible into shares of common stock of the Company upon the closing of a qualified equity financing round prior to December 31, 2011.
Conversion, if it occurred, would have been at a 25% discount to the price per share of the qualified financing round. Interest on the Notes shall not
be deemed payable in the event of an equity conversion pursuant to a qualified financing round. The Company issued the notes pursuant to the exemption
from registration afforded by the provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. In January 2012, holders of
$155,000 of such notes elected to convert at a price of $0.375 per share. Also in January 2012, holders of $95,000 of such notes elected to extend such
notes until June 30, 2012.
In September 2011 and February
2012, we sold an aggregate of 150,000 shares of common stock of the Company at $0.50 per share pursuant to subscription agreements. The September 2011
and February 2012 investors also received an aggregate of 75,000 warrants exercisable at $0.75 per share reflecting 50%
12
of the original investment
amount. The Company received gross proceeds of $75,000 in connection with this sale. The Company issued the shares and warrants pursuant to the
exemption from registration afforded by the provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
Results of Operations
Comparison of the Nine Months Ended September 30, 2012
and September 30, 2011
Revenue. We generated
revenue for the nine months ended September 30, 2012 of $909,353, compared to revenue of $149,832 for the nine months ended September 30, 2011. The revenue
amount for the period ended September 30, 2012 is based on our estimates for third quarter oil production from our currently producing wells and is
based on a conservative estimate of currently available public information. Since the beginning of 2011, we have received royalty checks totaling
$867,318 to date from wells operated by Continental Resources and Oasis Petroleum. Typically, royalty checks from oil well operators can be delivered
anytime between 60 to 150 days following the month of initial production. Following oil well production, the oil well operator will usually seek a
division order title opinion from any attorney which would describe the ownership of the production. Following issuance of this opinion, the oil well
operator will generally issue division orders which would set forth payments to the royalty holders. North Dakota law requires payment of 18% annual
interest if royalty payments are not made within 150 days after oil produced by the well is marketed. For additional information regarding the rights
of royalty holders, see the “Royalty Owner Information Center” link found on the website for the North Dakota Petroleum Council,
www.ndoil.org.
General and Administrative
Expenses. General and administrative expenses were $90,555 for the nine month period ended September 30, 2012 compared to $128,330 for the same
period in 2011, a decrease of $37,775. The decrease in 2012 is principally attributable to reduced travel related expense.
Our material financial
obligations include our salaries paid to our three current employees, fees paid to outside consultants, public company reporting expenses, transfer
agent fees, bank fees, and other recurring fees.
Liquidity and Capital Resources
The Company has historically met
our capital requirements through the issuance of stock and by borrowings. From November 2010 through March 2011, the Company raised approximately $2.5
million in equity financing, net of offering costs of approximately $0.2 million. As of September 30, 2012, the Company had cash of $335,098. Our
recent rate of use of cash in our operations over the last nine months has been approximately $69,000 per month and consists mainly of salaries, office
rent, travel and professional fees. Given our recent rate of use of cash in our operations, we believe we have sufficient capital to carry on
operations for the next year. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the
reporting company costs, public relations fees, and operating expenses, among others.
In the future, we anticipate we
will be able to provide the necessary liquidity we need by the revenues generated from the royalties received through sales of our oil reserves in our
existing properties. No assurances, however, can be given that such royalties will be received and as of September 30, 2012, the royalty revenues
received have not been sufficient to provide liquidity. If the Company does not generate sufficient revenues it will continue to finance operations
through equity and/or debt financings.
We will continue to evaluate
additional properties containing mineral rights which we may seek to acquire. With respect to transactions involving the acquisition of additional
mineral rights or other business collaboration transactions, we may seek to issue shares of our common stock or other equity to finance part or all
such acquisitions or transactions. To the extent that such acquisitions or transactions require cash payments, such payments will likely have a
material impact on our liquidity.
Until we can generate significant
revenues from operations, we expect to continue to fund operations with proceeds of offerings of our equity and debt securities. However, we may not be
successful in obtaining cash from new or existing agreements or licenses, or in receiving royalty payments under our existing leases. In addition, we
cannot be sure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to
our stockholders. Having insufficient funds may require us to delay, scale back, or eliminate some or all of our business development
13
activities. Failure to obtain
adequate financing also may adversely affect our ability to operate as a going concern. If we raise additional funds from the issuance of equity
securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms
of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to
operate our business.
Satisfaction of our cash obligations for the next 12
months
A critical component of our
operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing and JV
drilling partnerships. We do not anticipate enough positive internal operating cash flow until we can generate substantial oil and gas royalty
revenues. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our
operations. This would materially impact our ability to continue operations. However, due to our low overhead, we are not dependent on new capital if
we do not wish to accelerate our drilling programs and/or buy up working interests in potential wells during the next 12 months.
Since inception, we have financed
cash flow requirements through debt financing and issuance of common stock for cash and services. As we expand operational activities, we may continue
to experience net negative cash flows from operations, pending receipt of sales or development fees, and will be required to obtain additional
financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital.
Over the next twelve months we
believe that existing capital and anticipated funds from operations will be sufficient to sustain current operations. We may seek additional capital in
the future to fund growth and expansion through additional equity or debt financing or credit facilities. No assurance can be made that such financing
would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our
financial condition and our Stockholders.
We anticipate incurring operating
losses over the next six months. We have collected approximately $867,318 in royalty income from August 2011 to September 30, 2012 from production on
thirteen wells. We have information that an additional fifteen (15) wells are either in production or are in confidential status. Although we believe
that our income from our wells will likely reduce or eliminate operating losses in the near future, we have no control over the timing of when we will
receive such royalty payments. In addition, we can give no assurance that we will be successful in addressing operational risks as previously
identified under the “Risk Factors” section, and the failure to do so can have a material adverse effect on our business prospects, financial
condition and results of operations.
Off-Balance Sheet Arrangements
We currently do not have any
off-balance sheet arrangement 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 is material to
investors.
Critical Accounting Policies, Estimates, and
Judgments
Our financial statements are
prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually
evaluate our estimates and judgments, the most critical of which are those related to revenue recognition, the timing of the royalty revenues, and
income taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances.
Materially different results can occur as circumstances change and additional information becomes known.
Besides the estimates identified
above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All
estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as
14
disclosures of contingent
assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable
under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates
and judgments that are not deemed critical.
For further information, refer to
the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31,
2011.
Item 4. |
|
CONTROLS AND PROCEDURES |
Management is responsible for
establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f)
or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, a company’s
principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide
reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:
• |
|
Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of the company; |
• |
|
Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and |
• |
|
Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial
statements. |
Our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting
as of September 30, 2012.
A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
We identified material weaknesses
in our internal control over financial reporting as of September 30, 2012 because certain elements of an effective control environment were not present
as of September 30, 2012, including the financial reporting processes and procedures, and internal control procedures by our board of directors as we
have yet to establish an audit committee and our full board has not been adequately performing those functions. There exists a significant overlap
between management and our board of directors, with three of our six directors being members of management.
Based on this assessment and the
material weaknesses described above, management has concluded that internal control over financial reporting was not effective as of September 30,
2012. We have hired a Chief Financial Officer and have developed policies relating to our internal controls and procedures to help address any material
weaknesses.
We intend to take the following
steps as soon as practicable to remediate the material weaknesses we identified as follows:
• |
|
We will segregate incompatible functions using existing
personnel where possible or, given sufficient capital resources, we will hire additional personnel to perform those functions. In this regard, we note
in particular the formal appointment of David Deffinbaugh, our CFO, to our Board as well as the entry of Mr. Deffinbaugh into a written employment
agreement with the Company. |
• |
|
We will, and have, appointed additional outside directors,
particularly those who may have experience with regard to financial reporting, financial reporting processes and procedures and internal control
procedures. In this regard, we note in particular the appointment of W. Edwards Nichols to our Board. |
15
• |
|
To the extent we can attract outside directors, we plan to form
an audit committee to review and assist the board with its oversight responsibilities and appoint a financial expert to be the chairperson of such
audit committee. |
Changes in Internal Control Over Financial
Reporting
As of the end of the period
covered by this Report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)
during the quarter ended September 30, 2012, that materially affected, or are reasonably likely to materially affect, our Company’s internal
control over financial reporting.
16
PART II — OTHER INFORMATON
Item 1. |
|
LEGAL PROCEEDINGS |
On April 2, 2012, BRI was served
with a summons relating to a complaint filed by Allan Holms, both individually and derivatively through Roil Energy, LLC. Allan Holms is the
half-brother of BRI’s CEO, Val Holms. The complaint (filed in the Superior Court of the State of Washington located in Spokane County) names,
among others, Joseph Edington, Val and Mari Holms, Holms Energy, LLC and BRI as defendants. The Complaint primarily alleges breach of contract,
tortious interference with prospective business opportunity and fraud. The complaint focuses on events allegedly occurring around February and March
2010 whereby Allan Holms alleged an oral agreement took place whereby he was to receive up to 40% of the originally issued equity of Roil Energy, LLC.
Allan Holms alleges Roil Energy was originally intended to be the predecessor entity to BRI. Both Mr. Val Holms, our CEO, and BRI dispute such
allegations in their entirety and intend to and have vigorously defended against such claims. On August 17, 2012, BRI filed a motion to dismiss the
lawsuit in the Superior Court of the State of Washington, County of Spokane to dismiss the complaint filed by Allan Holms on April 2, 2012. Originally
scheduled dates to argue such motion have been postponed and BRI is awaiting a new hearing date.
On June 6, 2012, BRI filed a
Temporary Restraining Order (the “TRO”) and Verified Complaint for Injunctive Relief against McKinley Romero, Peter Swan Investment
Consulting Ltd and IWJ Consulting Group, LLC (collectively, the “Defendants”), in connection with the Defendants’ request to the
transfer agent to remove restrictive legends from an aggregate of 4.7 million shares, which the Company believes were improperly obtained by the
Defendants. The Company obtained the TRO from the Second Judicial District Court of the State of Nevada, County of Washoe on June 6, 2012 enjoining the
Defendants from seeking removal of the restrictive legends. The order granting such preliminary injunction was issued from this court on August 14,
2012.
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.
17
The following exhibit index shows
those exhibits filed with this report and those incorporated herein by reference:
|
|
|
|
|
|
|
|
Incorporated Herein by Reference
|
Exhibits
|
|
|
|
Description of Document
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
3.1 |
|
|
|
Articles of
Incorporation |
|
|
|
|
|
|
S-1 |
|
|
|
3.1 |
|
|
|
02-26-09 |
|
3.2 |
|
|
|
Bylaws |
|
|
|
|
|
|
S-1 |
|
|
|
3.2 |
|
|
|
02-26-09 |
|
4.1 |
|
|
|
Non-Qualified
Stock Option and Stock Appreciation Rights Plan adopted on June 10, 2008 |
|
|
|
|
|
|
S-1 |
|
|
|
10.3 |
|
|
|
02-26-09 |
|
4.2 |
|
|
|
Form of
Registration Rights Agreement 2010 |
|
|
|
|
|
|
10-K |
|
|
|
4.3 |
|
|
|
04-15-11 |
|
4.3 |
|
|
|
Form of Warrant
2010 |
|
|
|
|
|
|
10-K |
|
|
|
4.4 |
|
|
|
04-15-11 |
|
4.4 |
|
|
|
Form of Warrant
2011 (Convertible Bridge Loan) |
|
|
|
|
|
|
8-K |
|
|
|
10.1 |
|
|
|
05-25-11 |
|
4.5 |
|
|
|
Form of
Convertible Promissory Note 2011 |
|
|
|
|
|
|
8-K |
|
|
|
10.2 |
|
|
|
05-25-11 |
|
10.1 |
|
|
|
Assignment of
Interest Agreement between Bakken Resources, Inc. (formerly Multisys Language Solutions, Inc.) and Peter Schmid dated June 11, 2008 |
|
|
|
|
|
|
S-1 |
|
|
|
10.2 |
|
|
|
02-26-09 |
|
10.2 |
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Asset Purchase
Agreement with Holms Energy, LLC entered into on November 26, 2010 |
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8-K |
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10.1 |
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10-21-10 |
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10.3 |
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Asset Purchase
Agreement between Holms Energy, LLC and Evenette and Rocky Greenfield entered into on November 12, 2010 |
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8-K |
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10.2 |
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10-21-10 |
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10.4 |
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Promissory note
with Holms Energy, LLC for $485,000 entered into on November 12, 2010 |
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8-K |
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10.2 |
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11-18-10 |
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10.5 |
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Office Lease
beginning December 1, 2010 |
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10-K |
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10.6 |
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04-15-11 |
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10.7 |
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Form of Common
Stock and Warrant Purchase Agreement 2010 |
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10-K |
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10.7 |
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04-15-11 |
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10.8 |
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Employment
Agreement by and between Bakken Resources, Inc. and Val M. Holms, dated February 1, 2011 |
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8-K |
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10.1 |
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02-07-11 |
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10.9 |
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Employment
Agreement by and between Bakken Resources, Inc. and Karen Midtlyng, dated February 1, 2011 |
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8-K |
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10.2 |
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02-07-11 |
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10.10 |
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Employment
Agreement be and between Bakken Resources, Inc. and David Deffinbaugh, dated effective as of January 1, 2012 |
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10-K |
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10.10 |
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04-16-12 |
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10.11 |
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Form of
Securities Purchase Agreement, entered into by Bakken Resources, Inc. on February 4, 2011 |
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8-K |
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10.1 |
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02-09-11 |
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10.12 |
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Form of
Securities Purchase Agreement, entered into by Bakken Resources, Inc. on March 18, 2011 |
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8-K |
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10.1 |
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03-24-11 |
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10.13 |
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Oil and Gas Lease
by and between Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust of Rocky Greenfield and Evenette Greenfield and Empire
Oil Company dated July 29, 2008 |
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10-K |
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10.12 |
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04-15-11 |
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10.14 |
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Oil and Gas Lease
No.1 by and between Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust of Rocky Greenfield and Evenette Greenfield and
Empire Oil Company dated July 14, 2008 |
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10-K |
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10.13 |
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04-15-11 |
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10.15 |
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Amendment to Oil
and Gas Lease by and between The Rocky Greenfield and Evenette Greenfield Revocable Living Trust, Rocky Greenfield and Evenette Greenfield, Trustees
and Oasis Petroleum North America, LLC dated September 18, 2009 |
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10-K |
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10.14 |
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04-15-11 |
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18
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Incorporated Herein by Reference
|
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Exhibits
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Description of Document
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Filed
Herewith
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Form
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Exhibit
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Filing Date
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10.16 |
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Extension,
Amendment and Ratification of Oil and Gas Lease by and between Evenette Greenfield and Rocky Greenfield and The Armstrong Corporation dated September
9, 2003 |
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10-K |
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10.15 |
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04-15-11 |
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10.17 |
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Extension,
Amendment and Ratification of Oil and Gas Lease by and between Evenette Greenfield and The Armstrong Corporation dated November 24,
2004 |
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10-K |
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10.16 |
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04-15-11 |
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10.18 |
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Oil and Gas Lease
No.2 by and between Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust of Rocky Greenfield and Evenette Greenfield and
Empire Oil Company dated July 14, 2008 |
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10-K |
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10.17 |
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04-15-11 |
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10.19 |
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Oil and Gas Lease
by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and Empire Oil Company
dated July 29, 2008 |
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|
10-K |
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10.18 |
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04-15-11 |
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10.20 |
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Oil and Gas Lease
by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and Empire Oil Company
dated July 14, 2008 |
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|
10-K |
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10.19 |
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04-15-11 |
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10.21 |
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Oil and Gas Lease
by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and The Armstrong
Corporation dated March 1, 2005 |
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|
10-K |
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10.20 |
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04-15-11 |
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10.22 |
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Oil and Gas Lease
by and between Val Holms and Mari Holms Revocable Living Trust, Val Holms and Maris Holms Trustees and The Armstrong Corporation dated September 9,
2003 |
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|
10-K |
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10.21 |
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04-15-11 |
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10.23 |
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|
|
Oil and Gas Lease
by and between Val Holms and Mari Holms, Trustees of the Val Holms and Mari Holms Revocable Living Trust and the Armstrong Corporation dated November
24, 2004 |
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|
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|
10-K |
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10.22 |
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|
04-15-11 |
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10.24 |
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|
|
Oil and Gas Lease
by and between Val Holms and Mari Holms, individually and as Trustees of the Val Holms and Mari Holms Revocable Living Trust and Empire Oil Company
dated July 14, 2008 |
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|
10-K |
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|
10.23 |
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|
04-15-11 |
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10.25 |
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|
|
Form of
Convertible Bridge Loan Agreement 2011 |
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|
8-K |
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|
10.1 |
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|
05-25-11 |
|
10.26 |
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|
|
Mineral Property
Sale and Purchase Agreement Between John L. Reely, Lincoln Green, Inc. and Bakken Resources, Inc. dated effective as of September 21,
2011 |
|
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|
|
|
|
8-K |
|
|
|
10.1 |
|
|
|
09-27-11 |
|
31.1 |
|
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
|
|
X |
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|
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|
|
|
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|
31.2 |
|
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
|
|
X |
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|
|
|
|
|
|
|
|
|
|
|
|
32.1 |
|
|
|
Section 1350
Certification of Chief Executive Officer |
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2 |
|
|
|
Section 1350
Certification of Chief Financial Officer |
|
|
X |
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|
|
19
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
|
|
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|
|
|
BAKKEN RESOURCES, INC. |
| |
| |
Date: November 19 , 2012
|
|
|
|
|
|
/s/ Val M.
Holms
Val M. Holms
President, CEO, and Director
(Principal executive officer) |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
/s/ David
Deffinbaugh
David Deffinbaugh
CFO, Treasurer, and Director
(Principal financial and accounting officer) |
20