UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x

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

 

For the fiscal year ended: December 31, 20192022

 

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: 000-29219

 

VIKING ENERGY GROUP, INC.

(Formerly Viking Investments Group, Inc.)

(Formerly Viking Investments Group, Inc.)

(Exact name of registrant as specified in its charter)

 

Nevada

98-0199508

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

15915 Katy Freeway, Suite 450

Houston, TX 77094

(Address (Address of principal executive offices)

 

(281) 404-4387

(Registrant'sRegistrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Not applicable.

Note applicable.

Not applicable.

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes      No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x

Smaller reporting company

x

 

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 or 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 Act). Yes ¨ ☐     No

 

As of June 30, 2019,March 24, 2023, the aggregate market value of the shares of the registrant'sregistrant’s common equity held by non-affiliates was approximately $16,740,719,$14,030,849, using the June 30, 2019March 23, 2023 closing price of the Registrant'sregistrant’s common stock of $0.19/$0.31445 share. Shares of the registrant'sregistrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 percent or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be "affiliates"“affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

 

The number of shares of the Registrant'sRegistrant’s common stock outstanding as of March 16, 2020,24, 2023 was 126,127,314.114,780,965.

 

 

 

 

NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains statements that constitute "forward-looking“forward-looking statements." These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology like "believes," "anticipates," "expects," "estimates," "may,"“believes,” “anticipates,” “expects,” “estimates,” “may,” or similar terms. These statements appear in a number of places in this annual report and include statements regarding the Company'sCompany’s intent, belief or current expectations and those of its directors or officers with respect to, among other things:(i) trends affecting its financial condition or results of operations, (ii) its business and growth strategies, and (iii) its financing plans. You are cautioned that forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the Company'sCompany’s need for additional capital, its history of losses, the intense competition the Company faces in its business, the fact that its stock is a "penny stock"“penny stock” and the other material risks described under "Risk Factors"“Risk Factors”. The accompanying information contained in this annual report, including, without limitation, the information set forth under the heading "Item“Item 1. Business"Business” identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.

 

 
21

Table of Contents

PART I

 

Table of Contents

PART I

 

 

 

 

Item 1.

Business

4

3

 

Item 1A.

Risk Factors

5

7

 

Item 1B.

Unresolved Staff Comments

13

23

 

Item 2.

Properties

13

23

 

Item 3.

Legal Proceedings

17

27

 

Item 4.

Mine Safety Disclosures

17

27

 

 

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

18

28

 

Item 6.

Selected Financial DataReserved

19

30

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

19

30

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

24

41

 

Item 8.

Financial Statements and Supplementary Data

25

42

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

26

43

 

Item 9A.

Controls and Procedures.

26

43

 

Item 9B.

Other Information.

27

45

 

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance.

28

46

 

Item 11.

Executive Compensation

31

49

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

33

50

 

Item 13.

Certain Relationships and Related Transactions

34

51

 

Item 14.

Principal AccountingAccountant Fees and Services

34

52

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules.

35

53

 

 

 

 

 

SIGNATURES

37

 

59

 

2

Table of Contents

PART I

Item 1. Business

Viking Energy Group, Inc. (“Viking”, the “Company”, “we”, “us” or “our”) is a growth-oriented diversified energy company. Through various majority-owned subsidiaries, Viking provides custom energy and power solutions to commercial and industrial clients in North America and owns interests in producing oil assets in Kansas. The Company also (i) holds an exclusive license in Canada to a patented carbon-capture system; and (ii) owns a majority interest in (a) an entity with intellectual property rights to a fully developed, patented, proprietary medical & biohazard waste treatment system using ozone technology; and (b) entities with intellectual property rights to fully developed, patent pending, proprietary electric transmission and open conductor detection systems. The Company is also exploring other renewable energy-related opportunities and/or technologies, which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

Custom Energy & Power Solutions

Simson-Maxwell Acquisition

On August 6, 2021, the Company acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd. (“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159 in cash. Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage. Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls. Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

Clean Energy and Carbon-Capture System

In August 2021, the Company entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”). The intellectual property licensed by Viking includes certain patents and/or patent applications, including: (i) U.S. Patent No.: 10,774,733, File date: October 24, 2018, Issue date: September 15, 2020, Titled: “Bottoming Cycle Power System”; (ii) European Patent Application No.: EP18870699.8, International File date: October 24, 2018, Titled: “Bottoming Cycle Power System”; (iii) U.S. Patent Application No.: 17/224,200, File date: April 7, 2021, Titled: “Bottoming Cycle Power System” (which was subsequently approved by the U.S. Patent & Trademark Office in March, 2022 (No. 11,286,832); (iv) U.S. Patent Application No.: 17/358,197, File date: June 25, 2021, Titled: “Bottoming Cycle Power System”; (v) U.S. Patent Application No.: 17/448,943, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide”; and (vi) U.S. Patent Application No.: 17/448,938, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products.

 
3

Table of Contents

 

PART IThe ESG Clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100% of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities. Patent No. 11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools - and then reheats - exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation. Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the adsorber that enables carbon dioxide to be safely contained and packaged.

 

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels. The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise.

Medical Waste Disposal System Using Ozone Technology

In January 2022, the Company acquired a 51% interest in Viking Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual property rights to a patented  (i.e., US Utility Patent No. 11,565,289), proprietary medical and biohazard waste treatment system using ozone technology. Simson-Maxwell has been designated the exclusive worldwide manufacturer and vendor of this system. The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

Open Conductor Detection Technologies

In February 2022, the Company acquired a 51% interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to patent pending (i.e., US Applications 16/974,086, 17/672,422 and 17/693,504), proprietary electric transmission and distribution open conductor detection systems. The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground. The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

Oil & Gas Properties

Existing Assets

The Company, through its wholly owned subsidiaries, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the “Mid-Con Entities”), owns working interests in oil fields in Kansas, which include a combination of producing wells, non-producing wells and water injection wells.

Divestitures in 2022

On July 8, 2022, four of the wholly owned subsidiaries of Petrodome Energy, LLC (“Petrodome”), a wholly owned subsidiary of Viking, entered into Purchase and Sale Agreements to sell all of their interests in the oil and gas assets owned by those Petrodome subsidiaries, including in the aggregate, interests in 8 producing wells, 8 shut-in wells, 2 salt water disposal wells and 1 inactive well, to third parties for $3,590,000 in cash. The proceeds from the sale were used to fully repay Petrodome’s indebtedness to CrossFirst Bank under the June 13, 2018 revolving line of credit loan.

This transaction resulted in the disposition of most of the Company’s total oil and gas reserves (see Note 6 to the Company’s financial statements). The Company recorded a loss on the transaction in the amount of $8,961,705, as follows:

Proceeds from sale

 

$3,590,000

 

Reduction in oil & gas full cost pool (based on % of reserves disposed)

 

 

(12,791,680)

ARO recovered

 

 

239,975

 

Loss on disposal

 

$(8,961,705)

4

Item 1. Business

Table of Contents

 

Viking Energy Group, Inc., is sometimes referred to hereinafter as "Viking Energy" or the "Company." The Company was incorporated under the laws of the State of Florida on May 3, 1989 and remained inactive until June 27, 1998. After several name changes,Additionally, in July 2022, the Company merged with and intoreceived an unanticipated refund ofwholly-owned subsidiary, SinoCubate, Inc., which was formed$1,200,000 performance bond as a result of Petrodome ceasing to operate certain assets in the State of Nevada on September 11, 2008.Louisiana. The merger resulted in a change of name to SinoCubate, Inc., and a changegain from this refund has been included in the state“loss on disposal of incorporationmembership interests and assets” in the Consolidated Statement of Operations.

Divestitures in 2021

On October 5, 2021, the Company to Nevada. On June 13, 2012, the Company changed its name to Viking Investments Group, Inc., and the Company's ticker symbol was changed to "VKIN." On March 17, 2017, the Company changed its name to Viking Energy Group, Inc.

The Company's business plan is to engage in the acquisition, exploration, development and productiondisposed of oil and natural gas properties, both individually and through collaborative partnerships with other companies in this fieldall of endeavor. On March 8, 2016, the Company incorporated a wholly owned subsidiary, Viking Oil & Gas (Canada) ULC, in Alberta, Canada, to hold its Canadian oil and gas interests. On August 30, 2016, the Company organized a wholly owned subsidiary, Mid-Con Petroleum, LLC (“Mid-Con Petroleum”), a Kansas limited liability company, to hold oil and gasmembership interests in the central United States. On August 25, 2017, the Company organized another wholly owned subsidiary, Mid-Con Drilling, LLC (“Mid-Con Drilling”), a Kansas limited liability company, to hold additional oil and gas interests in the central United States. On December 27, 2017, the Company organized a third wholly owned subsidiary, Mid-Con Development, LLC (“Mid-Con Development”), a Kansas limited liability company, to hold additional oil and gas interests in the central United States. In 2016 and 2017, the Company acquired oil and gas interests in Kansas through these subsidiaries, and in December of 2017, the Company acquired Petrodome Energy, LLC, a Texas limited liability company based in Houston, Texas, with interests in oil and gas leases in Texas, Louisiana and Mississippi. During November, 2018, the Company organized created, Ichor Energy Holdings, LLC (a Nevada limited liability company),(“Ichor”). The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt and derivatives associated with Ichor Energy, LLC (a Nevada limited liability company),and/or its subsidiaries. The Company originally acquired the assets owned by Ichor Energy (TX), LLC (a Texas limited liability company),on December 28, 2018, which at the time included interests in approximately 58 producing wells and Ichor Energy (LA), LLC (a Louisiana limited liability company) to facilitate the acquisition and ownership of additional oil and gas interestsapproximately 31 saltwater disposal wells in Texas and Louisiana.

On December 28, 2018,October 12, 2021, the Company completed an acquisitiondisposed of additional oilall of the membership interests of Elysium Energy Holdings, LLC (“Elysium”). The third-party purchaser assumed all of the rights and gasobligations associated with such membership interests, including the debt and derivatives associated with Elysium Energy Holdings and/or its subsidiaries. The Company originally acquired the assets owned by Elysium on February 3, 2020, which included interests in approximately 127 wells, along with associated equipment in Texas and Louisiana,and in connection therewith: (i) IchorLouisiana.

Potential Merger with Camber Energy, (LA), LLC, a wholly-owned subsidiary of Ichor Energy LLC, acquired all of the purchased assets located in Louisiana; and (ii) Ichor Energy (TX), LLC, an initially wholly-owned subsidiary of Ichor Energy, acquired all of the purchased assets located in Texas. Inc. On February 3, 2020, the Company completed an acquisition of additional oil and gas interests in Texas and Louisiana through a partially owned Nevada subsidiary, Elysium Energy Holdings, LLC.

 

On February 3, 2020,15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Camber Energy, Inc. (NYSE American: CEI).(“Camber”), the majority owner of the Company’s common stock. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, a newly-formed wholly-ownednewly formed wholly owned subsidiary of Camber (“Merger Sub”) will merge with and into Viking,the Company (the “Merger”), with Vikingthe Company surviving the mergerMerger as a wholly-ownedwholly- owned subsidiary of Camber. The proposed merger contemplates

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share: (i) of common stock, par value $0.001 per share, of the Company (the “Viking Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares owned by Camber, issuing newly-issuedthe Company and Merger Sub, will be converted into the right to receive one share of common stock of Camber; and (ii) of Series C Convertible Preferred Stock of the Company (the “Viking Preferred Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “Camber Series A Preferred Stock”). Each share of Camber Series A Preferred Stock will convert into 890 shares of common stock of Camber (subject to a beneficial ownership limitation preventing conversion into Camber common stock if the holder would be deemed to beneficially own more than 9.99% of Camber’s common stock), will be treated equally with Camber’s common stock with respect to dividends and liquidation, and will only have voting rights with respect to voting: (a) on a proposal to increase or reduce Camber’s share capital; (b) on a resolution to approve the terms of a buy-back agreement; (c) on a proposal to wind up Camber; (d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking; (f) during the winding-up of Camber; and/or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party. Holders of Viking Common Stock and Viking Preferred Stock will have any fractional shares of Camber common stock or preferred stock after the Merger rounded up to the nearest whole share.

At the Effective Time, each outstanding Company equity award, will be converted into the right to receive the merger consideration in respect of each share of Viking Common Stock underlying such equity award and, in the case of Company stock options, be converted into vested Camber stock options based on the merger exchange ratio calculated as provided above (the “Exchange Ratio”).

The Merger Agreement provides, among other things, that effective as of the Effective Time, James A. Doris, the current Chief Executive Officer of both the Company and Camber, shall serve as President and Chief Executive Officer of the resulting merged entity (the “Combined Company”) following the Effective Time. The Merger Agreement provides that, as of the Effective Time, the Combined Company will have its headquarters in Houston, Texas.

5

Table of Contents

The Merger Agreement also provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Camber and Company will be subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary exceptions. The Company is required to hold a meeting of its stockholders to vote upon the adoption of the Merger Agreement and, subject to certain exceptions, to recommend that its stockholders vote to adopt the Merger Agreement. Camber is required to hold a meeting of its stockholders to approve the issuance of Viking Common Stock and Viking Preferred Stock in connection with the equity holdersMerger (the “Share Issuance”).

The completion of Viking having an 80% interest in the post-closing entity. The merger, if completed, will provideMerger is subject to customary conditions, including (i) adoption of the opportunityMerger Agreement by Camber’s stockholders and approval of the Share Issuance by Camber’s stockholders, (ii) receipt of required regulatory approvals, (iii) effectiveness of a registration statement on Form S-4 for ourthe Camber common stock to be listedissued in the Merger (the “Form S-4”), and (iv) the absence of any law, order, injunction, decree or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) subject to certain exceptions, performance by the other party of its obligations under the Merger Agreement and (iii) the absence of any material adverse effect on the other party, as defined in the Merger Agreement.

Additional closing conditions to the Merger include that in the event the NYSE American. ListingAmerican determines that the Merger constitutes, or will constitute, a “back-door listing” / “reverse merger”, Camber (and its common stock) is required to qualify for initial listing on the NYSE American, could improve awarenesspursuant to the applicable guidance and supportrequirements of the NYSE as of the Effective Time. 

The Merger Agreement can be terminated (i) at any time with the mutual consent of the parties; (ii) by either Camber or Company if any governmental consent or approval required for closing is not obtained, or any governmental entity issues a more robust capital marketfinal non-appealable order or similar decree preventing the Merger; (iii) by either Company or Camber if the Merger shall not have been consummated on or before August 1, 2021; (iv) by Camber or Company, upon the breach by the other of a term of the Merger, which is not cured within 30 days of the date of written notice thereof by the other; (v) by Camber if Company is unable to obtain the affirmative vote of its stockholders for existingapproval of the Merger; (vi) by Company if Camber is unable to obtain the affirmative vote of its stockholders required pursuant to the terms of the Merger Agreement; and new shareholders(vii) by Company or Camber if there is a willful breach of the Merger Agreement by the other party thereto. The Merger Agreement contains customary obligations of the parties and representations and warranties.

As of March 24, 2023, neither the Company nor Camber has advised of its intention to terminate the Merger Agreement. However, given the lapse of time since the date of the Merger Agreement, the Company believes it is reasonably likely that certain terms would need to be modified by the parties in order for the parties to proceed with the Merger.

On or about March 14, 2023, the Company’s Board of Directors resolved to enter into negotiations with Camber to modify certain terms of the Merger and to re-engage a valuation firm in connection with securing a fairness opinion or any other valuation report, analyses or presentations that might be necessary or appropriate regarding the Merger. As of March 24, 2023, the Company had not determined the revised terms upon which it would be prepared to proceed with the Merger. Any modifications to the terms and conditions of the Merger Agreement would be subject to the written agreement of both company’sthe Company and Camber, and there is no assurance that the Company and Camber will agree on any such proposed modifications. Moreover, the satisfaction of conditions, whether existing or new, may be outside of the Company’s control.

4

Table of Contents

 

Other Information

 

Neither the Company nor any of its subsidiaries engaged in any research and development activities during 2018.2021. The Company does not manufacture any products or engage in any activity that requires compliance with environmental laws except as described elsewhere herein.

 

6

Table of Contents

Employees

 

The Company now has 10 full time2 fulltime employees all working at the Company’s office in Houston, Texas. Outside of the Houston operation, the Company continues to retain outside consultants as needed, involved in business development, business analysis, financial consulting, web programming and designing, execution and support of the Company'sCompany’s business.

Through Simson-Maxwell, the Company has approximately 116 employees in 7 branch locations in western Canada.

 

Reports to Securities Holders

 

The Company provides its annual report that includes its audited financial information to its shareholders upon written request. The Company also makes its financial information equally available to any interested parties or investors through compliance with the disclosure rules of the Exchange Act. The Company is subject to disclosure filing requirements including filing Form 10-K's10-K’s annually and Form 10-Q's10-Q’s quarterly. In addition, the Company files Form 8-K and other proxy and information statements from time to time as required.

 

The public may read and copy any materials that the Company files with the SEC at the SEC'sSEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

Item 1A. Risk Factors

Item 1A. Risk Factors

 

The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item. However, the following important factors among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere by management from time to time.

 

There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment.

 

Risk Factors Related to the Power Generation Industry

Decreases in the availability and quality, or increases in the cost, of raw materials, key components and labor we use to make our products could materially reduce our earnings.

The principal raw materials that we use to produce our products are steel, copper and aluminum as well as batteries and advanced electronic components. We also source a significant number of component parts from third parties that we utilize to manufacture our products. The prices of those raw materials and components are susceptible to significant fluctuations due to trends in supply and demand, commodity prices, currencies, transportation costs, government regulations and tariffs, price controls, interest rates, economic conditions and other unforeseen circumstances beyond our control. In fact, we have recently seen such trends significantly impact our business resulting in higher costs and shortages in materials, components and labor, and such impacts may continue for the foreseeable future. We typically do not have long-term supply contracts in place to ensure the raw materials and components we use are available in necessary amounts or at fixed prices. In the short term, we have been unable to fully mitigate raw material or component price increases through product design improvements, price increases to our customers, manufacturing productivity improvements, or hedging transactions, and if our mitigation efforts continue to not be fully effective in the short or long term, our profitability could be adversely affected. Also, our ability to continue to obtain quality materials and components is subject to the continued reliability and viability of our suppliers, including in some cases, suppliers who are the sole source of certain important components. It has been challenging to consistently obtain adequate, cost efficient or timely deliveries of certain required raw materials and components, or sufficient labor resources while we ramp up production to meet higher levels of demand, and if this trend continues, we may be unable to manufacture sufficient quantities of products on a timely basis. This could cause us to lose additional sales, incur additional costs, delay new product introductions or suffer harm to our reputation.

7

Table of Contents

Our business could be negatively impacted if we fail to adequately protect our intellectual property rights or if third parties claim that we are in violation of their intellectual property rights.

We consider our intellectual property rights to be important assets and seek to protect them through a combination of patent, trademark, copyright and trade secret laws, as well as licensing and confidentiality agreements. These protections may not be adequate to prevent third parties from using our intellectual property without our authorization, breaching any confidentiality agreements with us, copying or reverse engineering our products, or developing and marketing products that are substantially equivalent to or superior to our own. The unauthorized use of our intellectual property by others could reduce our competitive advantage and harm our business. Not only are intellectual property-related proceedings burdensome and costly, but they could span years to resolve and we might not ultimately prevail. We cannot guarantee that any patents, issued or pending, will provide us with any competitive advantage or will not be challenged by third parties. Moreover, the expiration of our patents may lead to increased competition with respect to certain products.

In addition, we cannot be certain that we do not or will not infringe third parties’ intellectual property rights. We currently are, and have previously been, subject to such third-party infringement claims, and may continue to be in the future. Any such claim, even if it is believed to be without merit, may be expensive and time-consuming to defend, subject us to damages, cause us to cease making, using or selling certain products that incorporate the disputed intellectual property, require us to redesign our products, divert management time and attention, and/or require us to enter into costly royalty or licensing arrangements.

We may incur costs and liabilities as a result of product liability claims.

We face a risk of exposure to current and future product liability claims alleging to arise from the use of our products and that may purportedly result in injury or other damage. Although we currently maintain product liability insurance coverage, we may not be able to obtain such insurance on acceptable terms in the future, if at all, or obtain insurance that will provide adequate coverage against potential claims. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for long periods of time, regardless of the ultimate outcome. A significant unsuccessful product liability defense could have a material adverse effect on our financial condition and results of operations. In addition, we believe our business depends on the strong brand reputation we have developed. If our reputation is damaged, we may face difficulty in maintaining our market share and pricing with respect to some of our products, which could reduce our sales and profitability.

Demand for our products is significantly affected by durable goods spending by consumers and businesses, and other macroeconomic conditions.

Our business is affected by general economic conditions, and uncertainty or adverse changes, such as the prolonged downturn in U.S. residential investment and the impact of more stringent credit standards, have previously led and could lead again to a decline in demand for our products and pressure to reduce our prices. Our sales of light-commercial and industrial generators are affected by conditions in the non-residential construction sector and by the capital investment trends for small and large businesses and municipalities. If these businesses and municipalities cannot access credit markets or do not utilize discretionary funds to purchase our products as a result of the economy or other factors, our business could suffer and our ability to realize benefits from our strategy of increasing sales in the light-commercial and industrial sectors through, among other things, our focus on innovation and product development, including natural gas engine and modular technology, could be adversely affected. In addition, consumer confidence and home remodeling expenditures have a significant impact on sales of our residential products, and prolonged periods of weakness in consumer durable goods spending has previously had, and could again have, a material impact on our business. We currently do not have any material contracts with our customers which call for committed volume, and we cannot guarantee that our current customers will continue to purchase our products at the same level, if at all. If general economic conditions or consumer confidence were to worsen, or if the non-residential construction sector or rate of capital investments were to decline, our net sales and profits would likely be adversely affected. Changes in government monetary or fiscal policies may negatively impact our results, including increases in interest rates which could negatively affect overall growth and impact sales of our products. Additionally, timing of capital spending by our national account customers can vary from quarter-to-quarter based on capital availability and internal capital spending budgets. Also, the availability of renewable energy mandates and investment tax credits and other subsidies can have an impact on the demand for energy storage systems. Our global operations are exposed to political and economic risks, commercial instability and events beyond our control in the countries in which we operate. Such risks or events may disrupt our supply chain and not enable us to produce products to meet customer demand.

8

Table of Contents

The industry in which we compete is highly competitive, and our failure to compete successfully could adversely affect our results of operations and financial condition.

We operate in markets that are highly competitive. Some of our competitors have established brands and are larger in size or are divisions of large diversified companies which have substantially greater financial resources than we do. Some of our competitors may be willing to reduce prices and accept lower margins in order to compete with us. In addition, we could face new competition from large international or domestic companies with established brands that enter our end markets. Demand for our products may also be affected by our ability to respond to changes in design and functionality, to respond to downward pricing pressure, and to provide shorter lead times for our products than our competitors. If we are unable to respond successfully to these competitive pressures, we could lose market share, which could have an adverse impact on our results.

Our industry is subject to technological change, and our failure to continue developing new and improved products and to bring these products rapidly to market could have an adverse impact on our business.

New products, or refinements and improvements to our existing products, may have technical failures, delayed introductions, higher than expected production costs or may not be well accepted by our customers. If we are not able to anticipate, identify, develop and market high quality products in line with technological advancements that respond to changes in customer preferences, demand for our products could decline and our operating results could be adversely affected.

We rely on independent dealers and distribution partners, and the loss of these dealers and distribution partners, or of any of our sales arrangements with significant private label, national, retail or equipment rental customers, would adversely affect our business.

We depend on the services of independent distributors and dealers to sell our products and provide service and aftermarket support to our end customers. We also rely on our distribution channels to drive awareness for our product categories and our brands. In addition, we sell our products to end users through private label arrangements with leading home equipment, electrical equipment and construction machinery companies; arrangements with top retailers and equipment rental companies; and our direct national accounts with telecommunications and industrial customers. Our distribution agreements and any contracts we have with large national, retail and other customers are typically not exclusive, and many of the distributors with whom we do business offer competitors’ products and services. Impairment of our relationships with our distributors, dealers or large customers, loss of a substantial number of these distributors or dealers or of one or more large customers, or an increase in our distributors’ or dealers’ sales of our competitors’ products to our customers or of our large customers’ purchases of our competitors’ products could materially reduce our sales and profits. Also, our ability to successfully realize our growth strategy is dependent in part on our ability to identify, attract and retain new distributors at all layers of our distribution platform, including increasing the number of energy storage distributors, and we cannot be certain that we will be successful in these efforts.

We are unable to determine the specific impact of changes in selling prices or changes in volumes or mix of our products on our net sales.

Because of the wide range of products that we sell, the level of customization for many of our products, the frequent rollout of new products, the different accounting systems utilized, and the fact that we do not apply pricing changes uniformly across our entire portfolio of products, we are unable to determine with specificity the effect of volume or mix changes or changes in selling prices on our net sales.

9

Table of Contents

Policy changes affecting international trade could adversely impact the demand for our products and our competitive position.

Changes in government policies on foreign trade and investment can affect the demand for our products, impact the competitive position of our products or prevent us from being able to sell products in certain countries. Our business benefits from free trade agreements, and efforts to withdraw from, or substantially modify such agreements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, exchange controls or new barriers to entry, could have a material adverse effect on our results of operations, financial condition or cash flows. For example, we are experiencing increased tariffs on certain of our products and product components. However, these tariffs have not ultimately had a material adverse effect on our results due to the implementation of various mitigation efforts in conjunction with our supply chain and end market partners.

Risk Factors Related to the Oil and Gas Industry 

Oil and gas price fluctuations in the market may adversely affect the results of our operations.

 

Our profitability, cash flows and the carrying value of our oil and natural gas properties are highly dependent upon the market prices of oil and natural gas. A significant portion of our sales of oil and natural gas, if any, are made in the spot market, or pursuant to contracts based on spot market prices, and not pursuant to long-term, fixed-price contracts. Accordingly, the prices received for our oil and natural gas production are dependent upon numerous factors beyond our control. These factors include the level of consumer product demand, governmental regulations and taxes, the price and availability of alternative fuels, the level of foreign imports of oil and natural gas and the overall economic environment.

 

Historically, the oil and natural gas markets have proven cyclical and volatile as a result of factors that are beyond our control. Any additional declines in oil and natural gas prices or any other unfavorable market conditions could have a material adverse effect on our financial condition.

 

5

Table of Contents

Actual quantities of recoverable oil and gas reserves and future cash flows from those reserves most likely will vary from our estimates.

 

Estimating accumulations of oil and gas is complex. The process relies on interpretations of available geological, geophysical, engineering and production data. The extent, quality and reliability of this data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as oil and gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The accuracy of a reserve estimate is a function of:

 

·

the quality and quantity of available data;

·

the interpretation of that data;

·

the accuracy of various mandated economic assumptions; and

·

the judgment of the persons preparing the estimate.

 

Estimates of proved reserves prepared by others might differ materially from our estimates. Actual quantities of recoverable oil and gas reserves, future production, oil and gas prices, revenues, taxes, development expenditures and operating expenses most likely will vary from our estimates. Any significant variance could materially affect the quantities and net present value of our reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development and prevailing oil and gas prices. Our reserves also may be susceptible to drainage by operators on adjacent properties.

 

Our operations will require significant expenditures of capital that may not be recovered.

 

We require significant expenditures of capital to locate and develop producing properties and to drill exploratory and exploitation wells. In conducting exploration, exploitation and development activities for a particular well, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, exploitation, development and production activities to be unsuccessful, potentially resulting in abandonment of the well. This could result in a total loss of our investment. In addition, the cost and timing of drilling, completing and operating wells is difficult to predict.

 

10

Table of Contents

Compliance with, or breach of, environmental laws can be costly and could limit our operations.

 

Our operations will be subject to numerous and frequently changing laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Any properties we might own for the exploration and production of oil and gas and the wastes disposed on these properties may be subject to the Comprehensive Environmental Response, Compensation and Liability Act, the Oil Pollution Act of 1990, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, similar state laws, and similar Canadian laws. Under such laws, we could be required to remove or remediate previously released wastes or property contamination. Laws and regulations protecting the environment have generally become more stringent and may, in some cases, impose "strict liability"“strict liability” for environmental damage. Strict liability means that we may be held liable for damage without regard to whether we were negligent or otherwise at fault. Environmental laws and regulations may expose us to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. Failure to comply with these laws and regulations may result in the imposition of administrative, civil and criminal penalties.

 

Although we believe that our operations are in substantial compliance with existing requirements of governmental bodies, our ability to conduct continued operations is subject to satisfying applicable regulatory and permitting controls. Our current permits and authorizations and ability to get future permits and authorizations may be susceptible on a going forward basis, to increased scrutiny, greater complexity resulting in increased costs, or delays in receiving appropriate authorizations.

 

We are subject to changing laws and regulations and other governmental actions that can significantly and adversely affect our business.

 

Federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, disallowance of tax credits and deductions, expropriation or nationalization of property, mandatory government participation, cancellation or amendment of contract rights, and changes in import and export regulations, limitations on access to exploration and development opportunities, as well as other political developments may adversely affect our operations.

 

6

Table of Contents

The oil and gas we produce may not be readily marketable at the time of production.

 

Crude oil, natural gas, condensate and other oil and gas products are generally sold to other oil and gas companies, government agencies and other industries. The availability of ready markets for oil and gas that we might discover and the prices obtained for such oil and gas depend on many factors beyond our control, including:

 

 

·

the extent of local production and imports of oil and gas,

 

·

the proximity and capacity of pipelines and other transportation facilities,

 

·

fluctuating demand for oil and gas,

 

·

the marketing of competitive fuels, and

 

·

the effects of governmental regulation of oil and gas production and sales.

 

Natural gas associated with oil production is often not marketable due to demand or transportation limitations and is often flared at the producing well site. Pipeline facilities do not exist in certain areas of exploration and, therefore, we intend on utilizing trucks to transport any oil that is discovered.

 

11

Table of Contents

The price of oil and natural gas has historically been volatile. If it were to decrease substantially, our projections, budgets and revenues would be adversely affected, potentially forcing us to make changes in our operations.

 

Our future financial condition, results of operations and the carrying value of any oil and natural gas interests we acquire will depend primarily upon the prices paid for oil and natural gas production. Oil and natural gas prices historically have been volatile, during calendar 2020 significantly decreased, and likely will continue to be volatile in the future, especially given current world geopolitical and economic conditions. Our cash flows from operations are highly dependent on the prices that we receive for oil and natural gas. This price volatility also affects the amount of our cash flows available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:

 

 

·

the level of consumer demand for oil and natural gas;

 

·

the domestic and foreign supply of oil and natural gas;

 

·

the ability of the members of the Organization of Petroleum Exporting Countries ("OPEC"(“OPEC”) to agree to and maintain oil price and production controls;

 

·

the price of foreign oil and natural gas;

 

·

domestic governmental regulations and taxes;

 

·

the price and availability of alternative fuel sources;

 

·

weather conditions;

 

·

market uncertainty due to political conditions in oil and natural gas producing regions, including the Middle East; and

 

·

interest rates and worldwide geopolitical and economic conditions.

 

These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices affect our revenues and could reduce the amount of oil and natural gas that we can produce economically. Accordingly, such declines could have a material adverse effect on our financial condition, results of operations, oil and natural gas reserves and the carrying values of our oil and natural gas properties. If the oil and natural gas industry experiences significant price declines, we may be unable to make planned expenditures, among other things. If this were to happen, we may be forced to abandon or curtail our business operations, which would cause the value of an investment in us to decline in value or become worthless.

 

Downturns and volatility in global economies and commodity and credit markets may materially adversely affect our business, results of operations and financial condition.

Viking’s results of operations are materially adversely affected by the conditions of the global economies and the credit, commodities and stock markets. Among other things, Viking has recently been adversely impacted, and anticipates continuing to be adversely impacted, due to a global reduction in consumer demand for oil and gas, and consumer lack of access to sufficient capital to continue to operate their businesses or to operate them at prior levels. In addition, a decline in consumer confidence or changing patterns in the availability and use of disposable income by consumers can negatively affect the demand for oil and gas and as a result Viking’s results of operations.

12

Table of Contents

Because of the inherent dangers involved in oil and gas operations, there is a risk that we may incur liability or damages as we conduct our business operations, which could force us to expend a substantial amount of money in connection with litigation and/or a settlement.

 

The oil and natural gas business involvesinvolve a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of our properties and/or force us to expend substantial monies in connection with litigation or settlements. We currently have no insurance to cover such losses and liabilities, and even if insurance is obtained, there can be no assurance that it will be adequate to cover any losses or liabilities. We cannot predict the availability of insurance or the availability of insurance at premium levels that justify our purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations. We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations, which could lead to any investment in us becoming worthless.

 

7

Table of Contents

We may encounter operating hazards that may result in substantial losses.

 

We will be subject to operating hazards normally associated with the exploration and production of oil and gas, including hurricanes, blowouts, explosions, oil spills, cratering, pollution, earthquakes, labor disruptions and fires. The occurrence of any such operating hazards could result in substantial losses to us due to injury or loss of life and damage to or destruction of oil and gas wells, formations, production facilities or other properties. We do not maintain insurance coverage for matters that may adversely affect our operations, including war, terrorism, nuclear reactions, government fines, treatment of waste, blowout expenses, wind damage and business interruptions. Losses and liabilities arising from uninsured or underinsured events could reduce our revenues or increase our costs. There can be no assurance that any insurance we do obtain will be adequate to cover losses or liabilities associated with operational hazards. We cannot predict the continued availability of insurance, or its availability at premium levels that justify its purchase.

 

We face strong competition from larger oil and gas companies, which could result in adverse effects on our business.

 

The petroleum exploration and production business is highly competitive. Many of our competitors have substantially larger financial resources, staffs and facilities. Our competitors in the United States and Canada include numerous major oil and gas exploration and production companies. Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital from investors. Competitors include larger companies which, in particular, may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give them a competitive advantage. Actual or potential competitors may be strengthened through the acquisition of additional assets and interests. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas but are manufactured from renewable resources.

 

Our estimates of the volume of reserves could have flaws, or such reserves could turn out not to be commercially extractable. as a result, our future revenues and projections could be incorrect.

 

Estimates of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions made and may be subject to adjustment either up or down in the future. Our actual amounts of production, revenue, taxes, development expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from the estimates. Oil and gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment. In addition, any estimates of our future net revenues and the present value thereof are based on assumptions derived in part from historical price and cost information, which may not reflect current and future values, and/or other assumptions made by us that only represent our best estimates. If these estimates of quantities, prices and costs prove inaccurate, we may be unsuccessful in expanding our oil and gas reserves base with our acquisitions. Additionally, if declines in and instability of oil and gas prices occur, then write downs in the capitalized costs associated with any oil and gas assets we obtain may be required. Because of the nature of the estimates of our reserves and estimates in general, we can provide no assurance that reductions to our estimated proved oil and gas reserves and estimated future net revenues will not be required in the future, and/or that our estimated reserves will be present and/or commercially extractable. If our reserve estimates are incorrect, the value of our common stock could decrease and we may be forced to write down the capitalized costs of our oil and gas properties.

 

13

Table of Contents

Our business will suffer if we cannot obtain or maintain necessary licenses.

 

Our operations will require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. Our, or our partners'partners’, ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the applicable governments, among other factors. Our inability to obtain, or our loss of or denial of extension of, any of these licenses or permits could hamper our ability to produce revenues from our operations.

 

Our operations may be subject to various litigation matters in the future that could have an adverse effect on our business.

 

From time to time, we may become a defendant in various litigation matters. The nature of our operations exposes us to further possible litigation claims, including litigation relating to climate change in the future. There is risk that any matter in litigation could be adversely decided against us regardless of our belief, opinion and position, which could have a material adverse effect on our financial condition and results of operations. Litigation is highly costly and the costs associated with defending litigation could also have a material adverse effect on our financial condition.

 

We may be affected by global climate change or by legal, regulatory, or market responses to such change.

 

The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns. Changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability or increase the cost to produce our products. Additionally, the sale of our products can be impacted by weather conditions.

 

Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting greenhouse gas emissions. For example, proposals that would impose mandatory requirements on greenhouse gas emissions continue to be considered by policy makers in the provinces, states or territories where we operate. Laws enacted that directly or indirectly affect our oil and gas production could impact our business and financial results.

 

8

Table of Contents

If oil or natural gas prices decrease or drilling efforts are unsuccessful, we may be required to record writedownswrite-downs of our oil and natural gas properties.

 

We could be required to write down the carrying value of certain of our oil and natural gas properties. Write-downs may occur when oil and natural gas prices are low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in drilling results or mechanical problems with wells where the cost to re-drill or repair is not supported by the expected economics.

 

Accounting rules require that the carrying value of oil and natural gas properties be periodically reviewed for possible impairment. Under the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. While an impairment charge reflects our long-term ability to recover an investment, reduces our reported earnings and increases our leverage ratios, it does not impact cash or cash flow from operating activities.

 

14

Table of Contents

Our future success depends on our ability to replace reserves that are produced.

 

Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves. Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities, or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced. Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.

 

We may acquire significant amounts of unproved property to further our development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We may acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time. However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments. Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.

 

Our lack of industry and geographical diversification may increase the risk of an investment in our company.

 

We operate in the oil and gas sector, and our current leases are located in North America in Kansas, Missouri, Texas, Louisiana, and Mississippi.Kansas. This lack of geographic diversification may make our holdings more sensitive to economic developments within a regional area, which may result in reduced rates of return or higher rates of default than might be incurred with a company that is more geographically diverse.

 

Our business depends on oil and natural gas transportation and processing facilities and other assets that are owned by third parties.

 

The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and rail transportation assets owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, physical damage, scheduled maintenance or other reasons, could result in the delay or discontinuance of development plans for our properties. The curtailments arising from these and similar circumstances may last from a few days to several months.

 

9

Table of Contents

Our leasehold acreage is subject to leases that will expire over the next several years unless production is established or maintained or the leases are extended.

 

Some of our acreage is currently held by production or held by operations, but some is not. Unless production in paying quantities is established or operations are commenced on units containing these latter leases during their terms, those leases may expire. Likewise, if we are unable to maintain production on acreage held by production or operations, those leases may expire. If our leases expire and we are unable to renew the leases, we will lose our right to develop or utilize the related properties.

 

Deficiencies of title to our leased interests could significantly affect our financial condition.

 

We, or our partners, often incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights. If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights have been purchased in error from a person who is not the owner of the mineral interest desired, our interest would substantially decline in value or be eliminated. In such cases, the amount paid for such oil or natural gas lease or leases or other developed rights may be lost.

 

15

Table of Contents

Risk Factors Related to our Operations

We have not established an effective system of internal control over our financial reporting, and if we fail to maintain such internal control, we may not be able to accurately report our financial results, and current and potential stockholders may lose confidence in our financial reporting.

 

We have not established and maintained adequate and effective internal control over financial reporting that would provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. We are, however, required to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses in those internal controls.

 

Any failure to maintain adequate internal controls could adversely impact our ability to report our financial results on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis as required by the SEC and the Capital Market, we could face severe consequences from those authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

 

Need for Additional Financing

 

The Company currently has limited funds and the lack of additional funds may negatively impact the Company'sCompany’s ability to pursue its business strategy to conduct operations in the oil and gas industry and to acquire, invest in and/or provide professional advisory and consulting services to companies undergoing or anticipating periods of rapid growth. Even if the Company'sCompany’s funds prove to be sufficient to provide such services or to acquire an interest in, or complete a transaction with, an entity, the Company may not have enough capital to exploit the opportunity. The ultimate success of the Company may depend upon its ability to raise additional capital. The Company may investigate the availability, source, or terms that might govern the acquisition of additional capital but will not do so until it determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company'sCompany’s operations will be limited to those that can be financed with its modest capital.

 

Regulation of Penny Stocks

 

The Company'sCompany’s securities may be subject to a SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors"“accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth, or joint net worth with spouse, in excess of $1,000,000 excluding the value of the person'sperson’s primary residence or having an annual income that exceeds $200,000 (or that, when combined with a spouse'sspouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser'spurchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company'sCompany’s securities and also may affect the ability of purchasers in an offering to sell their securities in any market that might develop.

 

10

Table of Contents

In addition, the SEC has adopted a number of rules to regulate "penny“penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended or the Exchange Act. Because the securities of the Company may constitute "penny stocks"“penny stocks” within the meaning of the rules, the rules would apply to the Company and to its securities. The rules may further affect the ability of owners of shares to sell the securities of the Company in any market that might develop for them.

 

Shareholders should be aware that, according to SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room"“boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

 

16

Table of Contents

Lack of Operating History

 

Due to the numerous risks inherent in the implementation of a new business emphasis and plan, the Company must be regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.

 

No Assurance of Success or Profitability

 

There is no assurance that the Company will be able to successfully implement its business plan and provide the contemplated services to its client companies. Even if the Company is successful in providing its services to its client companies, there is a risk that it will not generate revenues or profits, or that the market price of the Company'sCompany’s common stock will increase.

 

Impracticality of Exhaustive Investigation

 

The Company has limited operating funds, and this makes it impracticable for the Company to conduct a complete and exhaustive investigation and analysis of its opportunities. Decisions will therefore likely be made without detailed geotechnical reports, feasibility studies, independent analysis, market surveys and the like, which, if the Company had more funds available to it, would be desirable. The Company will be particularly dependent in making decisions upon information provided by third parties with interests in the transaction. A significant portion of the Company'sCompany’s available funds could be expended for investigative expenses and other preliminary expenses, and potential profits could therefore be lessened.

 

Lack of Diversification

Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company's probable inability to diversify its activities into multiple areas will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

Reliance upon Financial Statements

 

The Company generally will require audited financial statements from companies with which it seeks to enter into a contractual arrangement. In cases where no audited financials are available, the Company will have to rely upon interim period unaudited information received from a prospective client company'scompany’s management that has not been verified by outside auditors. The lack of the type of independent verification which audited financial statements would provide increases the risk that the Company, in evaluating a contractual arrangement with such a company, will not have the benefit of full and accurate information about the financial condition and recent interim operating history of that company. This risk increases the prospect that the contractual arrangement with such a company might prove to be an unfavorable one for the Company or the holders of the Company'sCompany’s securities.

11

Table of Contents

 

Moreover, the Company will be subject to the reporting provisions of the Exchange Act, and thus will be required to furnish certain information about significant contractual arrangements, including audited financial statements for any business with which it enters into a contractual arrangement for control. Consequently, prospects that do not typically have, or are unable to provide reasonable assurances that they will be able to obtain, the required audited statements would not be considered by the Company to be appropriate clientsacquisition targets so long as the reporting requirements of the Exchange Act are applicable. Should the Company, during the time it remains subject to the reporting provisions of the Exchange Act, complete into a contract foracquire control of an entity for which audited financial statements prove to be unobtainable, the Company would be exposed to enforcement actions by the SEC and to corresponding administrative sanctions, including permanent injunctions against the Company and its management. The legal and other costs of defending an SEC enforcement action would have material, adverse consequences for the Company and its business. The imposition of administrative sanctions would subject the Company to further adverse consequences. In addition, the lack of audited financial statements would prevent the securities of the Company from becoming eligible for listing on NASDAQ, or on any existing stock exchange.

 

Moreover, the lack of such financial statements is likely to discourage broker-dealers from becoming or continuing to serve as market makers in the securities of the Company. Without audited financial statements, the Company would almost certainly be unable to offer securities under a registration statement pursuant to the Securities Act of 1933 or the Securities Act, and the ability of the Company to raise capital would be significantly limited until such financial statements were to become available.

 

17

Table of Contents

Other Regulation

 

A contractual arrangement for acquisition of equity ownership of or control may be of a company that is subject to rules and regulation by federal, state, local or foreign authorities. Compliance with such rules and regulations can be expected to be a time-consuming, expensive process and may limit other opportunities of the Company.

 

Lack of Continuity in Management

 

The Company does not currently have employment agreements with its Chief Executive Officer and President, Mr. Doris, and its Chief Financial Officer, Mr. Barker.McVicar. As a result, there is no assurance that Mr. Doris or Mr. BarkerMcVicar will continue to be associated with the Company in the future. In connection with future business opportunities, it is possible that Mr. Doris or Mr. BarkerMcVicar may resign as an officer and director of the Company subject to compliance with Section 14f of the Exchange Act. Any decision to resign would occur without the vote or consent of the stockholders of the Company.

 

The Company is required to indemnify its Officers and Directors

 

Nevada law provides for the indemnification of the Company’s directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. If the Company were called upon to indemnify an officer or director, then the portion of its available funds expended for such purpose would reduce the amount otherwise available for the Company’s business. This indemnification obligation and the resultant costs associated with indemnification may also discourage our Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

 

The Company would bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such person’s promise to repay the Company if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by the Company which it may be unable to recoup.

 

We may be dependent upon outside advisors.

 

To supplement the Company’s officers, directors and principal shareholders, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other outside consultants or advisors. The selection of any such advisors will be made by the Company without any input from stockholders. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to the Company. In the event the Company considers it necessary to hire outside advisors, such persons may be affiliates of the Company.

 

We do not anticipate paying any cash dividends to our common shareholders.

 

We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to deploy available capital to execute our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

 

12

Table of Contents

The Company’s CEO, James Doris, holds preferred stock which currently affordscould afford him enough shareholder votes to control the Company.

 

The Company’s CEO and director, James Doris, holds 28,092 shares of the Company’s Series C Preferred Stock, with each share of preferred stock entitling the holder, after July 1, 2022, to 32,50037,500 votes on all matters submitted to the vote of the Company’s security holders. By virtue of such preferred stock ownership, following July 1, 2022, Mr. Doris is able tocould control the election of the members of the Company’s Board of Directors and to generally exercise control over the affairs of the Company. Such concentration of ownership could have the effect of delaying, deterring or preventing a change in control of the Company that might otherwise be beneficial to stockholders. There can be no assurance that conflicts of interest will not arise with respect to Mr. Doris’s ownership of the preferred stock, or that such conflicts will be resolved in a manner favorable to the Company.

 

18

Table of Contents

Our outstanding securities may become freely tradable pursuant to Rule 144 and may have a depressive effect on the price of the shares of our common stock.

 

We have, outstanding, a large number of shares of common stock. Many of these securities are currently issued with a “restrictive legend” and characterized as “restricted securities” within the meaning of Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). As restricted securities, these securities may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that once restricted securities have been held for a period of at least six months and the other requirements in the rule have been satisfied, holders of the securities may resell their securities without registration or restriction on transfer. As many of our outstanding shares of common stock have been held by their holders in excess of six months, such holders may be able to resell their shares of common stock into the market without restriction pursuant to Rule 144. Those resales could have a depressive effect upon our stock price.

 

Theoutbreak of the coronavirusCOVID-19 may negatively impact demand for oil and natural gas and our business, results of operations and financial condition.

COVID-19 has had a significant impact around the world, prompting governments and businesses to take unprecedented measures in response. Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders. The COVID-19 pandemic has at times significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.

The COVID-19 pandemic and the measures taken by many countries in response have adversely affected and could in the future materially adversely impact the Company’s business, results of operations, financial condition and stock price. During the course of the pandemic, certain of the Company’s component suppliers and manufacturing and logistical service providers have experienced disruptions, resulting in supply shortages that affected our operations, and similar disruptions could occur in the future. Public safety measures can also adversely impact consumer demand for the Company’s products and services in affected areas.

The Company continues to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The extent to which the COVID-19 pandemic may impact the Company’s operational and financial performance remains uncertain and will depend on many factors outside the Company’s control, including the timing, extent, trajectory and duration of the pandemic, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products and services. Additional future impacts on the Company may include material adverse effects on demand for the Company’s products and services, the Company’s supply chain and sales and distribution channels, the Company’s ability to execute its strategic plans, and the Company’s profitability and cost structure.

To the extent the COVID-19 pandemic adversely affects the Company’s business, results of operations, financial condition and stock price, it may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K..

The staff of the SEC’s Division of Enforcement notified Viking that the Staff had made a preliminary determination to recommend that the SEC file an enforcement action against Viking, as well as against its CEO and its former CFO, for alleged violation so securities laws.

In April of 2019, the staff (the “Staff”) of the SEC’s Division of Enforcement notified Viking that the Staff had made a preliminary determination to recommend that the SEC file an enforcement action against Viking, as well as against its CEO and its former CFO, for alleged violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder during the period from early 2014 through late 2016. The Staff’s notice was not a formal allegation or a finding of wrongdoing by Viking, and Viking has communicated with the Staff regarding its preliminary determination. Viking believes it has adequate defenses and intends to vigorously defend any enforcement action that may be initiated by the SEC. However, the defense of an action filed by the SEC against Viking, its CEO and/or former CFO, could take resources away from the operations of Viking, divert management attention, or potential result in penalties, fines or sanctions, which could materially adversely affect Viking or the value of its securities.

19

Table of Contents

If we lose the services of our Chief Executive Officer, our operations could be disrupted, and our business could be harmed.

 

In December 2019,Werely heavily on the day-to-day involvement of our CEO, James Doris, in managing the Company’s affairs. Mr. Doris is an integral part of all material elements of our existing operations and immediate growth initiatives. We do not have a novel strainlong-term employment or other agreement with Mr. Doris. If he ceases to be involved with us for any reason, our operations would likely be disrupted, and our business would likely be harmed.

We only own approximately 60.5% of coronavirus was reportedSimson-Maxwell, and other Simson-Maxwell stakeholders are able to exercise some control over its operations.

We do not own 100% of Simson-Maxwell, but rather we own approximately 60.5% of Simson-Maxwell’s issued and outstanding shares. We are a party to a Shareholders’ Agreement regarding the ownership and governance of Simson-Maxwell, and although we are entitled to elect the majority of the directors of Simson-Maxwell, we have to obtain approval from at least one other shareholder of Simson-Maxwell in connection with the following matters:

·

any fundamental change to the corporate structure of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell if such fundamental change is dilutive to the existing shareholders, including without limitation, in respect of each such entity: any amendment, modification, repeal or other variation to its articles, any amendment to its authorized share capital, or any proposal to create, reclassify, re-designate, subdivide, consolidate, or otherwise change any shares (whether issued or unissued) or partnership units, as the case may be;

·

the issuance of any shares in the capital of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell or any securities, warrants, options or rights convertible into, exchangeable for, or carrying the right to subscribe for or purchase, shares in the capital of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell, as the case may be, if such issuance is dilutive to the existing shareholders;

·

the redemption or purchase for cancellation of any shares in the capital of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell, or any other return of capital by the Simson-Maxwell and/or any subsidiary of Simson-Maxwell, other than any purchase of shares in accordance with the Shareholders’ Agreement;

·

the conversion, exchange, reclassification, re-designation, subdivision, consolidation, or other change of or to any shares in the capital of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell if any such action is dilutive to the existing shareholders;

·

the acquisition or commencement of any business other than Simson-Maxwell’s current business or the entering into of any amalgamation, merger, partnership, joint venture, or other combination, or any agreement with respect to any of the foregoing, with any person or business by the Simson-Maxwell and/or any subsidiary of Simson-Maxwell if any such action is dilutive to the existing shareholders;

·

any dissolution, liquidation, or winding-up of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell or other distribution of the assets of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell for the purpose of winding-up its affairs, whether voluntary or involuntary, except where such dissolution, liquidation, or winding-up or other distribution is done voluntarily by the Simson-Maxwell and/or any subsidiary of Simson-Maxwell in order to reorganize its corporate structure, provided that the board of directors of Simson-Maxwell determines (without inquiring into or giving effect to the personal circumstances of any individual shareholder) that the interests of no one shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other shareholder by such reorganization;

20

Table of Contents

·

any declaration or payment of dividends by the Simson-Maxwell or other similar payment or distribution by the Simson-Maxwell to all of the shareholders, except for payment or distribution to all common shareholders or the payment of dividends on any issued preferred shares as required under their terms;

·

any sale, proposed sale, lease, exchange, or other disposition of all or a substantial portion of the property, assets, or business of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell, other than in the ordinary course of business;

·

any provision of any guarantee, indemnity, or other financial support by the Simson-Maxwell and/or any subsidiary of Simson-Maxwell;

·

any transaction not in the ordinary course of business between the Simson-Maxwell and/or any subsidiary of Simson-Maxwell and any person not dealing at arm’s length with the Simson-Maxwell and/or any subsidiary of Simson-Maxwell or any of the shareholders. For the avoidance of doubt, entering into employment agreements with employees, hiring decisions, and compensation arrangements are excluded from this provision; or

·

any change in the registered office of the Simson-Maxwell and/or any subsidiary of Simson-Maxwell.

Profitability & Expansion initiatives at Simson-Maxwell are not guaranteed.

The Company’s majority-owned subsidiary, Simson-Maxwell, provides power generation products, services and custom energy solutions to commercial and industrial clients, primarily in Canada. Simson-Maxwell is not currently operating at a profit and the Company’s objective is to assist Simson-Maxwell with becoming profitable and expanding Simson-Maxwell’s business throughout North America. There can be no assurance either will occur as both initiatives are subject to a number of risks and influences, including several beyond the Company’s control.

The Camber Energy merger may not ever be consummated.

There is no guaranty we will complete the Merger with Camber Energy. If the Merger is not consummated, we intend to up-list directly to a national stock exchange, but there is no guaranty any such up-listing will occur.

As at the date hereof, Camber Energy owns approximately 60.9% of our outstanding shares of common stock, and as such has significant influence over matters requiring the approval of our stockholders.

Changes to the management, ownership and/or capitalization of Camber Energy may influence how Camber Energy manages or otherwise deals with its ownership of shares of common stock of the Company. Camber Energy’s interests may not always be aligned with the interests of the Company.

We have guaranteed Camber Energy’s indebtedness to Camber Energy’s senior secured lender, and we have executed security agreements to secure such guaranty. If there is a default under any of the promissory notes issued by Camber Energy in favor of its senior secured lender, we may be forced to pay amounts due to the lender pursuant to those Camber Energy promissory notes, and we may not have sufficient resources on hand to satisfy those obligations.

Because of the unique difficulties and uncertainties inherent in technology development, we face a risk of not being able to capitalize on our license or ownership of intellectual property.

Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of our successful ability to commercialize intellectual property we own or license must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated technical problems that extend the time and cost of product development, or unanticipated problems with the operation of the technology.

21

Table of Contents

Technology development involves significant time and expense and can be uncertain.

The development of technology associated with our licensed or owned intellectual property will be costly, complex and time-consuming. Any investment into technology development and commercialization often involves a long wait until a return, if any, is achieved on such investment. We plan to make investments in research and development relating to our owned and licensed intellectual property and technology. Investments in new technology and processes are inherently speculative.

Successful technical development of technologies associated with intellectual property does not guarantee successful commercialization.

We may successfully complete the technical development of technologies associated with our owned or licensed intellectual property, but we may still fail to commercialize that technology at scale or at a cost attractive to the target industries. Our success will depend largely on our ability to prove the capabilities and cost-effectiveness of the developed technology. Upon demonstration, the technology may not have the capabilities they were designed to have surfacedor that we believed they would have, or they may be more expensive than anticipated. Furthermore, even if we do successfully demonstrate the technology’s capabilities, potential customers may be more comfortable doing business with a larger, more established, more proven company than us. Moreover, competing technologies may prevent us from gaining wide market acceptance of the technology. Significant revenue from new technology investments may not be achieved for a number of years, if at all.

If we fail to protect our intellectual property rights, we could lose our ability to compete in Wuhan, China,the market.

Our intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products and our business. Our intellectual property rights may be challenged, invalidated or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which spreadcould result in Chinadecreased revenues. Moreover, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to enforce our intellectual property rights which could result in substantial costs to us and is continuingsubstantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors could use it to spread throughoutenhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition, and the value of our brand and other intangible assets.

Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit.

We do not believe that we infringe the proprietary rights of any third party, but claims of infringement are becoming increasingly common, and third parties may assert infringement claims against us. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to our ability to generate revenue or enter into new market opportunities. If any of our products were found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether.

22

Table of Contents

Renewable energy investments may be linked to government subsidies.

Profitability of any investments we make in renewable and/or clean energy opportunities may depend on the availability of government subsidies, tax credits or other types of incentives, and there is no guaranty such subsidies, tax credits or incentives will be available in the future.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.

Additionally, Russia’s prior annexation of Crimea, recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other parts of the world. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency forpenalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to aidremove certain Russian financial institutions from the U.S. healthcare community in respondingSociety for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system, expansive ban on imports and exports of products to COVID-19, and from Russia and ban on March 11, 2020,exportation of U.S denominated banknotes to Russia or persons located there. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis thatresulting sanctions could adversely affect the economiesglobal economy and financial markets worldwide, and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could adversely affect demand for oil and natural gas and our business, results of operations and financial conditions. The ultimate extent ofbe substantial. Any such disruptions may also magnify the impact of any epidemic, pandemic or other health crisisrisks described in this Annual Report on demand for oil and natural gas and our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect demand for oil and natural gas and our business, financial condition and results of operations.Form 10-K.

 

Item 1B. Unresolved Staff Comments

Item 1B. Unresolved Staff Comments

 

None.The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.

 

Item 2. Properties

Item 2. Properties

 

The Company’s headquarters are located at 15915 Katy Freeway, Suite 450, Houston, Texas 77094. Through Simson-Maxwell, the Company has 7 branch locations in Western Canada, consisting of (i) Port Coquitlam, British Columbia; (ii) Edmonton, Alberta; (iii) Calgary, Alberta; (iv) Nanaimo, British Columbia; (v) Prince George, British Columbia; (vi) Fort St. John, British Columbia; and (vii) Terrace, British Columbia.

 

Oil and Natural Gas Properties

 

On November 3, 2014, the Company entered into a Purchase and Sale, Petroleum and Natural Gas Conveyance Agreement (the “Agreement”), with Tanager Energy Inc., a Canadian corporation listed on the TSX Venture Exchange as a Tier 2 company and trading under the stock symbol “TAN” (“Tanager Energy”). Pursuant to the Agreement, the Company acquired a 50% working interest in the Joffre oil and gas property located in Alberta, Canada (the “Joffre Property”). On or about March 30, 2016, the working interest was registered in the name of the Company’s wholly owned subsidiary, Viking Oil & Gas (Canada) ULC. The administration of these assets proved to be inefficient and unprofitable. The investment in these properties, as well as all uncollected receivables associated with it, were either fully impaired or fully reserved. Effective September 30, 2018, the Company negotiated a sale and settlement of this Canadian interest and a resolution of all intercompany balances associated with it, for proceeds to the Company of $232,545. An asset retirement obligation of $466,031, offset by the net asset retirement cost of $293,296 associated with this investment, generated a gain from disposal of these assets of $405,280.Kansas

13

Table of Contents

 

On February 23, 2016, the Company closed on the acquisition of working interests in four leases with access to the mineral rights (oil and gas) concerning approximately 281 acres of property in Miami and Franklin Counties in eastern Kansas. On October 4, 2016, the Company completed an acquisition whereby the Company (i) increased its working interest in three existing oil and gas leases in Miami and Franklin Counties in Eastern Kansas, and (ii) acquired a working interest in four new oil and gas leases in the same region, comprising approximately 660 acres of property. On September 11, 2017, the Company through its wholly owned subsidiary, Mid-Con Drilling, LLC (“Mid-Con Drilling”) acquired a 90% working interest in four new oil and gas leases in Anderson County in Eastern Kansas, comprising approximately 980 acres of property. On October 2, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective October 1, 2017, of a 100% working interest in six new oil and gas leases in Miami and Franklin Counties in Eastern Kansas. On October 4, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective September 1, 2017, of an 80% working interest in six new oil and gas leases in Riley, Geary and Wabaunsee Counties in Kansas. On December 29, 2017, the Company through its wholly owned subsidiary, Mid-Con Development, LLC (“Mid-Con Development”) completed an acquisition of working interests in approximately 41 oil and gas leases in Ellis and Rooks Counties in Kansas, comprising several thousand acres. On January 12, 2018, the Company, through Mid-Con Drilling, completed an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas. Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas. As of December 31, 2019,2021, these central United States oil and gas properties consist of interests in approximately 377 producing wells and 135 injector wells.

 

23

On December 22, 2017, the Company closed on the acquisition of 100% of the membership interests in Petrodome Energy, LLC, a Texas limited liability company based in Houston, Texas, with multiple subsidiaries (described in Exhibit 21.1 hereto) having working interests in multiple oil and gas leases in Texas, Louisiana and Mississippi, comprising approximately 11,700 acres. As of December 31, 2019, these properties consist of interests in 16 producing wells, 17 non-producing wells and two salt water disposal wells.

Table of Contents

 

On January 12, 2018, the Company, through its subsidiary Mid-Con Drilling, LLC (“Mid-Con Drilling”) completed an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas.

 

Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas.

 

On May 1, 2019, the Company’s subsidiary, Mid-Con Development, LLC sold all of its interests in the oil and gas assets of Mid-Con Development, LLC owned in Ellis and Rooks Counties, Kansas, consisting of working interests in approximately 41 oil leases comprising several thousand acres.

Petrodome Energy, LLC & Subsidiaries

On December 22, 2017, the Company closed on the acquisition of 100% of the membership interests in Petrodome Energy, LLC, a Texas limited liability company based in Houston, Texas, with multiple subsidiaries (described in Exhibit 21.1 hereto) having working interests in multiple oil and gas leases in Texas, Louisiana and Mississippi, then comprising approximately 11,700 acres. As of December 31, 2021, these properties consist of interests in 7 producing wells, 17 non-producing wells and two salt water disposal wells.

On May 10, 2019, Petrodome Louisiana Pipeline LLC (“Petrodome LA”), a subsidiary of the Company’s subsidiary, Petrodome Energy, LLC, acquired a majority working interest in 6 gas wells (including 2 producing gas wells), 1 producing oil well and 1 salt water disposal well located in the East Mud Lake Field in Cameron Parish, Louisiana, with leases to mineral rights (oil and gas) concerning approximately 765 acres.

On July 8, 2022, four of the wholly owned subsidiaries of Petrodome, a wholly owned subsidiary of Viking, entered into Purchase and Sale Agreements to sell all of their interests in the oil and gas assets owned by those Petrodome subsidiaries, including in the aggregate, interests in 8 producing wells, 8 shut-in wells, 2 salt water disposal wells and 1 inactive well.

Ichor Energy LLC

On December 28, 2018, the Company, through its then subsidiary Ichor Energy, LLC (“Ichor Energy”) completed an acquisition (the “Ichor Energy Acquisition”) of working interests in certain oil and gas leases in Texas (primarily in Orange and Jefferson Counties) and Louisiana (primarily in Calcasiue Parish), which include 58 producing wells, 31 salt water disposal wells, 46 shut in wells and 4 non-producing wells. The properties produce hydrocarbons from known reservoirs/sands in the on-shore Gulf Coast region, with an average well depth in excess of 10,600 feet. On October 5, 2021, the Company disposed of all of membership interests of Ichor Energy Holdings, LLC, the owner of Ichor. The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt associated with Ichor and/or its subsidiaries.  

24

Table of Contents

Elysium Energy LLC

 

On May 1, 2019, the Company’s subsidiary, Mid-Con Development,February 3, 2020, Elysium Energy, LLC, sold all of its interests in the oil and gas assets Mid-Con Development, LLC owned in Ellis and Rooks Counties, Kansas, consisting of working interests in approximately 41 oil leases comprising several thousand acres.

On May 10, 2019, Petrodome Louisiana Pipeline LLC ("Petrodome LA"(“Elysium”), athe subsidiary of the Company’s then partially owned subsidiary, PetrodomeElysium Energy Holdings, LLC (“Elysium Holdings”), acquired a majorityinterests in oil and gas properties located in Texas and Louisiana, which included leases, working interestinterests, and over-riding royalty interests in oil and gas properties in Texas (approximately 72 wells in 11 counties) and Louisiana (approximately 55 wells in 6 gas wells (including 2 producing gas wells)parishes), 1 producing oil wellalong with associated equipment. On October 12, 2021, the Company disposed of all of the membership interests of Elysium Holdings. The third-party purchaser assumed all of the rights and 1 salt water disposal well located inobligations associated with such membership interests, including the East Mud Lake Field in Cameron Parish, Louisiana,debt associated with leases to mineral rights (oil and gas) concerning approximately 765 acres.Elysium.

 

Oil and Natural Gas Reserves at December 31, 2022 and 2021

 

As of December 31, 2019,2022, all of our proved oil and natural gas reserves were located in the United States, in the States of Texas Louisiana, Mississippi and Kansas.

14

Table of Contents

 

The following tables set forth summary information with respect to our proved reserves as of December 31, 20192022 and 2018.2021. For additional information see Supplemental Information “Oil and Natural Gas Producing Activities (Unaudited)” to our consolidated financial statements in “Item 8—Financial8-Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Under SEC reporting requirements, proved undeveloped reserves include only those reserves in which the Company has current plans to develop, generally within five years.  During 2021 and 2022, the Company made several strategic dispositions and acquisitions which has modified its capital expenditure plans.  The Company currently has no firm commitments to drill or otherwise develop its proved undeveloped reserves.  As of  December 31, 2022, the Company has reclassified all of its proved undeveloped properties to unproved reserves. 

 

 

Proved Reserves at December 31, 2019

 

 

Proved Reserves at December 31, 2022

 

Reserves Category

 

Crude Oil

(MBBLs)

 

 

Natural Gas (MMCF)

 

 

Total Proved

(BOE) (1)

 

 

Crude Oil

(MBBLs)

 

 

Natural Gas (MMCF)

 

 

Total Proved

(BOE) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed

 

4,524,462

 

18,888,400

 

7,672,566

 

 

105,375

 

-

 

105,375

 

Developed Non-Producing

 

959,240

 

6,125,500

 

1,980,157

 

 

 

21,369

 

 

 

-

 

 

 

21,369

 

Undeveloped

 

 

2,512,363

 

 

 

9,958,800

 

 

 

4,172,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved Reserves

 

 

7,996,065

 

 

 

34,972,700

 

 

 

13,824,890

 

 

 

126,744

 

 

 

-

 

 

 

126,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Future Net Cash Flows

 

 

 

 

 

$303,763,487

 

 

4,503,786

 

-

 

$4,503,786

 

10% annual discount for estimated timing of cash flows

 

 

 

 

 

 

(135,523,587)

 

 

 

 

 

 

(1,532,187)

Standardized Measure of Discounted Future Net Cash Flows - (PV10) (2)

 

 

 

 

 

$168,239,900

 

Discounted Future Net Cash Flows - (PV10) (2)

 

 

 

 

 

$2,971,599

 

 

 

Proved Reserves at December 31, 2018

 

 

Proved Reserves at December 31, 2021

 

Reserves Category

 

Crude Oil

(MBBLs)

 

 

Natural Gas

(MMCF)

 

 

Total Proved

(BOE) (1)

 

 

Crude Oil

(MBBLs)

 

 

Natural Gas (MMCF)

 

 

Total Proved

(BOE) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed

 

5,808,882

 

20,195,830

 

9,174,854

 

 

322,478

 

5,052,600

 

1,164,578

 

Developed Non-Producing

 

916,914

 

2,515,620

 

1,336,184

 

 

 

260,802

 

 

 

921,700

 

 

 

414,418

 

Undeveloped

 

 

4,005,422

 

 

 

12,046,650

 

 

 

6,013,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved Reserves

 

 

10,731,218

 

 

 

34,758,100

 

 

 

16,524,235

 

 

 

583,280

 

 

 

5,974,300

 

 

 

1,578,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Future Net Cash Flows

 

 

 

 

 

$464,214,477

 

 

 

 

 

 

$26,837,237

 

10% annual discount for estimated timing of cash flows

 

 

 

 

 

 

(219,657,382)

 

 

 

 

 

 

(11,822,285)

Standardized Measure of Discounted Future Net Cash Flows - (PV10) (2)

 

 

 

 

 

$244,557,095

 

Discounted Future Net Cash Flows - (PV10) (2)

 

 

 

 

 

$15,014,952

 

 

(1) - BOE (barrels of oil equivalent) is calculated by a ratio of 6 MCF to 1 BBL of Oil

(2) - PV-10 represents the discounted future net cash flows attributable to our proved oil and natural gas reserves discounted at 10%. PV-10 of our total year-end proved reserves is considered a non-US GAAP financial measure as defined by the SEC. We believe that the presentation of the PV-10 is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves.reserves without consideration of income tax affects. We further believe investors and creditors use our PV-10 as a basis for comparison of the relative size and value of our reserves to other companies.

 

 
1525

Table of Contents

 

Net Production, Unit Prices and Costs

 

The following table presents certain information with respect to oil and natural gas production attributable to our interests in all of our properties in the United States, the revenue derived from the sale of such production, average sales prices received and average production costs during the years ended December 31, 20192022 and 2018.2021. All production and expense data includes the results of Ichor through October 5, 2021, Elysium through October 12, 2021, and Petrodome through July 8, 2022, the respective dates of disposition.

 

 

Unit of

 

December 31,

 

 

Unit of

 

December 31,

 

 

Measure

 

2019

 

 

2018

 

 

Measure

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

Barrels

 

531,893

 

130,889

 

 

Barrels

 

24,510

 

407,093

 

Natural Gas

 

Mcf

 

 

2,366,280

 

 

 

56,685

 

 

Mcf

 

 

205,374

 

 

 

3,652,409

 

BOE

 

 

 

 

926,273

 

 

 

140,337

 

 

 

 

 

58,739

 

 

 

1,015,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

Barrels

 

$32,056,714

 

 

$8,032,407

 

 

Barrels

 

 

2,254,134

 

 

 

25,182,558

 

Natural Gas

 

Mcf

 

$6,019,879

 

 

$190,872

 

 

Mcf

 

 

978,971

 

 

 

13,494,609

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

Barrels

 

$60.27

 

 

$61.37

 

 

Barrels

 

 

91.97

 

 

 

61.86

 

Natural Gas

 

Mcf

 

$2.54

 

 

$3.37

 

 

Mcf

 

 

4.77

 

 

 

3.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production - Lease operating expenses

 

 

 

$13,076,020

 

 

$3,835,549

 

 

 

 

 

1,633,765

 

 

 

15,878,437

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Cost of Production per BOE

 

 

 

$14.12

 

 

$27.33

 

 

 

 

 

27.81

 

 

 

15.63

 

 

Drilling and other exploratoryOther Exploratory and development activitiesDevelopment Activities

 

During the year the ended December 31, 20192022 the Company invested approximately $2.5 million relative to drilling and development activities.

In the counties of Riley and Wabaunsee, Kansas, the Company commenced drilling projects on twodid not drill any new wells. The first project provedCompany focused primarily on preserving and maintaining existing assets and selling certain assets to be non-productive and the Company elected to plug and abandon the project.  The second project was not completed, and the Company hopes to pursue this in 2020.

In Liberty County, Texas, the Company performed a recompletion on a well, shot new perforations and brought it back to production for a small increase in output.  Additionally, we opened two previously shut-in wells resulting in increased gas production of 300 mcf per day and an increase in oil production of 100 barrels per day.  We shot new zones and perforations in a salt water disposal well to achieve lower pressure on the well.  Additional swabbing of the casing is still needed to achieve the desired results.  We also used a coil unit on an additional well to achieve lowering pressures to desired results.

In Newton County, Texas we moved in a workover rig to mill through an obstruction that was impeding production on a particular well.  After washing it out, we were able to bring it back to production. 

In St. Landry Parish, Louisiana, we replaced a failedpay down hole pump with a larger pump and corresponding tubing to increase production. 

In Acadia Parish, Louisiana, we moved in a coil unit to wash out a salt water disposal well, moved in an electric line unit and shot a new zone, resulting in a lower pressure and an increased capacity to dispose of water. 

In Calcasieu Parish, Louisiana, we washed out the perforations on several salt water wells using a coil unit to lower pressure on the wells, and also performed equipment repairs on a separator.  We moved a workover rig in to fix the casing on a well, and attempted to pull a packer in the process.  While washing it down to get the packer we discovered additional leaks and determined to shut in the well.  In two wells we installed a dehydration unit to dry the gas, and stop it from freezing.  We also performed an acid treatment on a well to help clean out thedebt. Maintenance included, among other things, replacing tubing and the perforations. 

In Jefferson Parish, Louisiana, we swabbed a well in to help bring the oilpumps, replacing heater treaters, changing compressors, repressurizing wells, repairing water line leaks, replacing chokes and water to the surface because of low bottom hole pressure on the well. other items.

In Cameron Parish, Louisiana, we utilized a workover rig on some newly purchased assets to pull tubing and a packer, and to re-perforate a new zone.  As we were pulling the tubing, we found parted tubing and tried fishing it out.  We reached a point where we couldn’t pull more tubing, so we ran back into the hole, set a new packer and tubing, and turned the well back to production at a volume a bit lower than we started.  On yet another well we were able to increase production by converting the well from a pumping unit to a down hole pump.

16

Table of Contents

 

Present Activities

 

The Company is not presently drilling any new wells.

 

Delivery Commitments

 

The Company is not currently committed to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements.

 

26

Table of Contents

Productive Wells

 

The following table sets forth the number wells in our inventory, in which we maintained ownership interests as of December 31, 20192022 and 2018. All2021. At December 31, 2022, all wells are located in the United States, in the States of Texas Louisiana, Mississippi and Kansas.

 

 

December 31, 2019

 

December 31, 2018

 

 

December 31, 2022

 

December 31, 2021

 

Well Category

 

Oil

 

 

Gas

 

 

Oil

 

 

Gas

 

 

Oil

 

 

Gas

 

 

Oil

 

 

Gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Producers

 

261

 

38

 

472

 

34

 

 

169

 

 

 

203

 

38

 

Producer - P&A'd

 

6

 

-

 

9

 

-

 

Producer - P&A’d

 

-

 

-

 

6

 

-

 

Non-Producing

 

13

 

-

 

18

 

-

 

 

29

 

-

 

9

 

-

 

Injector

 

89

 

-

 

129

 

-

 

 

94

 

-

 

89

 

-

 

Salt Water Disposal

 

36

 

-

 

44

 

-

 

 

2

 

-

 

5

 

-

 

Shut In

 

46

 

-

 

46

 

-

 

 

-

 

-

 

-

 

-

 

ORRI

 

 

1

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

452

 

 

 

38

 

 

 

719

 

 

 

34

 

 

 

295

 

 

 

-

 

 

 

313

 

 

 

38

 

 

Item 3. Legal Proceedings

Item 3. Legal Proceedings

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2019,2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations.

 

Item 4. Mine Safety Disclosures

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 
1727

Table of Contents

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

There is no "established“established trading market"market” for shares of the Company'sCompany’s common stock. As of December 31, 2019,2022, the Company'sCompany’s common stock was quoted on the OTC Link LLC alternative trading system operated by OTC Markets Group, Inc. under the symbol "VKIN."“VKIN.” No assurance can be given that any "established“established trading market"market” for the Company'sCompany’s common stock will develop or be maintained.

 

The range of high and low closing bid quotations for the Company'sCompany’s common stock during each quarter of the calendar years ended December 31, 20192022 and 2018,2021 adjusted for the effect of the 1-for-9 reverse split, is shown below, as quoted by http://finance.yahoo.com. Prices are inter-dealer quotations, without retail mark-up, markdown or commissions and may not represent actual transactions.

 

Stock Quotations

 

Quarter Ended

 

High

 

 

Low

 

March 31, 2018

 

 

0.24

 

 

 

0.12

 

June 30, 2018

 

 

0.23

 

 

 

0.15

 

September 30, 2018

 

 

0.42

 

 

 

0.16

 

December 31, 2018

 

 

0.42

 

 

 

0.22

 

March 31, 2019

 

 

0.29

 

 

 

0.16

 

June 30, 2019

 

 

0.24

 

 

 

0.14

 

September 30, 2019

 

 

0.24

 

 

 

0.15

 

December 31, 2019

 

 

0.18

 

 

 

0.07

 

Quarter Ended

 

High

 

 

Low

 

March 31, 2021

 

 

2.85

 

 

 

0.51

 

June 30, 2021

 

 

1.10

 

 

 

0.39

 

September 30, 2021

 

 

3.78

 

 

 

0.24

 

December 31, 2021

 

 

2.48

 

 

 

0.55

 

March 31, 2022

 

 

1.24

 

 

 

0.39

 

June 30, 2022

 

 

0.95

 

 

 

0.34

 

September 30, 2022

 

 

0.48

 

 

 

0.25

 

December 31, 2022

 

 

0.54

 

 

 

0.25

 

28

Table of Contents

 

The future sale of the Company'sCompany’s presently outstanding "unregistered"“unregistered” and "restricted"“restricted” common stock by present members of management and persons who own more than five percent of the Company'sCompany’s outstanding voting securities may have an adverse effect on any "established“established trading market"market” that may develop in the shares of the Company'sCompany’s common stock.

 

Holders

 

As of December 31, 20192022, the Company had approximately 194581 shareholders of record of common stock, including shares held in “street name” by banks, brokerage clearing houses, depositories or otherwise in unregistered form. The Company does not know the beneficial owners of such shares, or the number of beneficial holders of such shares.

 

Dividend Distributions

 

We have not historically distributed dividends to stockholders, nor do we intend to do so in the foreseeable future.

 

Securities authorized for issuance under equity compensation plans

 

The Company does not have any securities authorized for issuance under equity compensation plans.

 

18

Table of Contents

Penny Stock

 

Our common stock is considered "penny stock"“penny stock” under the rules the Securities and Exchange Commission (the "SEC"“SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

 

-·

contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

-·

contains a description of the broker'sbroker’s or dealer'sdealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities'Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

-·

contains a toll-free telephone number for inquiries on disciplinary actions;

-·

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

-·

contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

29

Table of Contents

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

 

-·

bid and offer quotations for the penny stock;

-·

the compensation of the broker-dealer and its salesperson in the transaction;

-·

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and

-·

monthly account statements showing the market value of each penny stock held in the customer'scustomer’s account.

 

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser'spurchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

 

Related Stockholder Matters

 

None.

 

Purchase of Equity Securities

 

None.

 

Item 6. Selected Financial Data

Recent Sales of Unregistered Securities

 

TheDuring the three months ended December 31, 2022, the Company as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), isdid not required to furnish information required by this item.issue any unregistered equity securities.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K.

 

In preparing the management'smanagement’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year.

 

19

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This document includes "forward-looking statements"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended or the Reform Act. All statements other than statements of historical fact are "forward-looking statements"“forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: the Company'sThe Company’s ability to raise capital and the terms thereof; and other factors referenced in the Form 10-K.

 

30

Table of Contents

The use in this Form 10-K of such words as "believes"“believes”, "plans"“plans”, "anticipates"“anticipates”, "expects"“expects”, "intends"“intends”, and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the Company'sCompany’s estimates and assumptions only as of the date of this report. Except for the Company'sCompany’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.

 

Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company'sCompany’s forward-looking statements. The Company'sCompany’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

 

PLAN OF OPERATIONS

 

Company Overview

 

The Company's business planViking Energy Group, Inc. (“Viking”, the “Company”, “we”, “us” or “our”) is a growth-oriented diversified energy company. Through various majority-owned subsidiaries, Viking provides custom energy and power solutions to engagecommercial and industrial clients in the acquisition, exploration, developmentNorth America and production ofowns interests in producing oil and natural gas properties, both individually and through collaborative partnerships with other companiesassets in this field of endeavor. Viking has relationships with industry experts and formulated an acquisition strategy, with emphasis on acquiring under-valued, producing properties from distressed vendors or those deemed as non-core assets by larger sector participants.Kansas. The Company does not focus on speculative exploration programs, but rather targets propertiesalso (i) holds an exclusive license in Canada to a patented carbon-capture system; and (ii) owns a majority interest in (a) an entity with current productionintellectual property rights to a fully developed, patented, proprietary medical & biohazard waste treatment system using ozone technology; and untapped reserves.(b) entities with intellectual property rights to fully developed, patent pending, proprietary electric transmission and open conductor detection systems. The Company’s growth strategy includes the following key initiatives:

·

Acquisition of under-valued producing oil and gas assets

·

Employ enhanced recovery techniques to maximize production

·

Implement responsible, lower-risk drilling programs on existing assets

·

Aggressively pursue cost-efficiencies

·

Opportunistically explore strategic mergers and/or acquisitions

·

Actively hedge mitigating commodity risk

The following overview providesCompany is also exploring other renewable energy-related opportunities and/or technologies, which are currently generating revenue, or have a background for the current strategy being implemented by management during the years ended December 31, 2019 and 2018.reasonable prospect of generating revenue within a reasonable period of time.

 

KansasCustom Energy & Power Solutions

 

·

On January 12, 2018, the Company, through Mid-Con Drilling, completed an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas.

·

Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas.

These Kansas properties are operated by third party contractors. The Company’s plans relative to these properties includes the development of the production potential of existing wells and capitalizing on the drilling opportunities that exist within the acreage covered by these working interests. In 2018, the Company began drilling new wells in various Kansas locations.

·

On May 1, 2019, the Company’s subsidiary, Mid-Con Development, LLC sold all of its interests in the oil and gas assets Mid-Con Development, LLC owned in Ellis and Rooks Counties, Kansas, consisting of working interests in approximately 41 oil leases comprising several thousand acres.

20

Table of Contents

Acquisitions – Texas, Louisiana and MississippiSimson-Maxwell Acquisition

 

On December 22,August 6, 2021, the Company acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd. (“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159 in cash. Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including: CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage. Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls. Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the company’s other customers.

Clean Energy and Carbon-Capture System

In August 2021, the Company entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”). The intellectual property licensed by Viking includes certain patents and/or patent applications, including: (i) U.S. Patent No.: 10,774,733, File date: October 24, 2018, Issue date: September 15, 2020, Titled: “Bottoming Cycle Power System”; (ii) European Patent Application No.: EP18870699.8, International File date: October 24, 2018, Titled: “Bottoming Cycle Power System”; (iii) U.S. Patent Application No.: 17/224,200, File date: April 7, 2021, Titled: “Bottoming Cycle Power System” (which was subsequently approved by the U.S. Patent & Trademark Office in March, 2022 (No. 11,286,832); (iv) U.S. Patent Application No.: 17/358,197, File date: June 25, 2021, Titled: “Bottoming Cycle Power System”; (v) U.S. Patent Application No.: 17/448,943, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide”; and (vi) U.S. Patent Application No.: 17/448,938, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products.

31

Table of Contents

The ESG Clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100% of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities. Patent No. 11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools - and then reheats - exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation. Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the adsorber that enables carbon dioxide to be safely contained and packaged.

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels. The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise.

Medical Waste Disposal System Using Ozone Technology

In January 2022, the Company acquired a 51% interest in Viking Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual property rights to a fully developed, patented (i.e., US Utility Patent No. 11,565,289), proprietary medical and biohazard waste treatment system using ozone technology. Simson-Maxwell, another majority-owned subsidiary of the Company, has been designated the exclusive worldwide manufacturer and vendor of this system. The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

Open Conductor Detection Technologies

In February 2022, the Company acquired a 51% interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to fully developed, patent pending (i.e., US Applications 16/974,086, 17/672,422 and 17/693,504), proprietary electric transmission and distribution open conductor detection systems. The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground. The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

Oil & Gas Properties

Existing Assets

The Company, through its wholly owned subsidiaries, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the “Mid-Con Entities”), owns working interests in oil fields in Kansas, which include a combination of producing wells, non-producing wells and water injection wells.

Divestitures in 2022

On July 8, 2022, four of the wholly owned subsidiaries of Petrodome, a wholly owned subsidiary of Viking, entered into Purchase and Sale Agreements to sell all of their interests in the oil and gas assets owned by those Petrodome subsidiaries, including in the aggregate, interests in 8 producing wells, 8 shut-in wells, 2 salt water disposal wells and 1 inactive well, to third parties for $3,590,000 in cash. The proceeds from the sale were used to fully repay Petrodome’s indebtedness to CrossFirst Bank under the June 13, 2018 revolving line of credit loan.

This transaction resulted the disposition of most of the Company’s total oil and gas reserves (see Note 6). The Company recorded a loss on the transaction in the amount of $8,961,705, as follows:

Proceeds from sale

 

$3,590,000

 

Reduction in oil & gas full cost pool (based on % of reserves disposed)

 

 

(12,791,680)

ARO recovered

 

 

239,975

 

Loss on disposal

 

$(8,961,705)

32

Table of Contents

In 2017, the Company completed anrecorded a bargain purchase gain of approximately $27 million related to the acquisition of 100%Petrodome.

Additionally, in July 2022, the Company received an unanticipated refund of a $1,200,000 performance bond as a result of Petrodome ceasing to operate certain assets in the State of Louisiana. The gain from this refund has been included in the “loss on disposal of membership interests and assets” in the Consolidated Statement of Operations.

Divestitures in 2021

On October 5, 2021, the Company disposed of all of membership interests of Ichor Energy Holdings, LLC (“Ichor”). The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt and derivatives associated with Ichor and/or its subsidiaries. The Company originally acquired the assets owned by Ichor on December 28, 2018, which at the time included interests in approximately 58 producing wells and approximately 31 saltwater disposal wells in Texas and Louisiana.

On October 12, 2021, the Company disposed of all of the membership interests of PetrodomeElysium Energy Holdings, LLC a privately-owned company, with working interests in multiple oil and gas fields across Texas, Louisiana and Mississippi, comprising approximately 11,700 acres.

As a part of this acquisition, the Company retained an operational office in Houston, Texas that includes several senior level professionals with over 100 years of combined oil and gas experience which provides the Company the capability of operating many of its own wells internally. This expertise has since been utilized to evaluate additional oil and gas acquisitions, evaluate the profitable management of(“Elysium”). The third-party purchaser assumed all of the Company’s oilrights and gasobligations associated with such membership interests, including the debt and derivatives associated with Elysium and/or its subsidiaries. The Company originally acquired the assets owned by Elysium on February 3, 2020, which included interests in approximately 127 wells, along with associated equipment in Texas and evaluate and develop new drilling prospects.Louisiana.

 

Acquisitions – Texas and LouisianaPotential Merger with Camber Energy, Inc.

 

On December 28, 2018,February 15, 2021, the Company through itsentered into an Agreement and Plan of Merger (the “Merger Agreement”) with Camber Energy, Inc. (“Camber”), the majority owner of the Company’s common stock. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, a newly formed Ichor Energy subsidiaries completed an acquisitionwholly owned subsidiary of Camber (“Merger Sub”) will merge with and into the Company (the “Ichor Energy Acquisition”“Merger”), with the Company surviving the Merger as a wholly- owned subsidiary of working interests in certain oilCamber.

Upon the terms and gas leases in Texas (primarily in Orange and Jefferson Counties) and Louisiana (primarily in Calcasiue Parish), which include 58 producing wells and 31 salt water disposal wells. The properties produce hydrocarbons from known reservoirs/sandssubject to the conditions set forth in the on-shore Gulf Coast region,Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share: (i) of common stock, par value $0.001 per share, of the Company (the “Viking Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares owned by Camber, the Company and Merger Sub, will be converted into the right to receive one share of common stock of Camber; and (ii) of Series C Convertible Preferred Stock of the Company (the “Viking Preferred Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “Camber Series A Preferred Stock”). Each share of Camber Series A Preferred Stock will convert into 890 shares of common stock of Camber (subject to a beneficial ownership limitation preventing conversion into Camber common stock if the holder would be deemed to beneficially own more than 9.99% of Camber’s common stock), will be treated equally with an average well depthCamber’s common stock with respect to dividends and liquidation, and will only have voting rights with respect to voting: (a) on a proposal to increase or reduce Camber’s share capital; (b) on a resolution to approve the terms of a buy-back agreement; (c) on a proposal to wind up Camber; (d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking; (f) during the winding-up of Camber; and/or (g) with respect to a proposed merger or consolidation in excesswhich Camber is a party or a subsidiary of 10,600 feet,Camber is a party. Holders of Viking Common Stock and daily production volumes averagingViking Preferred Stock will have any fractional shares of Camber common stock or preferred stock after the Merger rounded up to the nearest whole share.

 At the Effective Time, each outstanding Company equity award, will be converted into the right to receive the merger consideration in excessrespect of 2,300 BOE. Thiseach share of Viking Common Stock underlying such equity award and, in the case of Company stock options, be converted into vested Camber stock options based on the merger exchange ratio calculated as provided above (the “Exchange Ratio”).

33

Table of Contents

The Merger Agreement provides, among other things, that effective as of the Effective Time, James A. Doris, the current Chief Executive Officer of both the Company and Camber, shall serve as President and Chief Executive Officer of the resulting merged entity (the “Combined Company”) following the Effective Time. The Merger Agreement provides that, as of the Effective Time, the Combined Company will have its headquarters in Houston, Texas.

The Merger Agreement also provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Camber and Company will be subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary exceptions. The Company is required to hold a meeting of these assetsits stockholders to vote upon the adoption of the Merger Agreement and, subject to certain exceptions, to recommend that its stockholders vote to adopt the Merger Agreement. Camber is consistentrequired to hold a meeting of its stockholders to approve the issuance of Viking Common Stock and Viking Preferred Stock in connection with the locationMerger (the “Share Issuance”).

The completion of our Petrodome assetsthe Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by Camber’s stockholders and are effectively managed from our Houston office.approval of the Share Issuance by Camber’s stockholders, (ii) receipt of required regulatory approvals, (iii) effectiveness of a registration statement on Form S-4 for the Camber common stock to be issued in the Merger (the “Form S-4”), and (iv) the absence of any law, order, injunction, decree or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) subject to certain exceptions, performance by the other party of its obligations under the Merger Agreement and (iii) the absence of any material adverse effect on the other party, as defined in the Merger Agreement.

Additional closing conditions to the Merger include that in the event the NYSE American determines that the Merger constitutes, or will constitute, a “back-door listing” / “reverse merger”, Camber (and its common stock) is required to qualify for initial listing on the NYSE American, pursuant to the applicable guidance and requirements of the NYSE as of the Effective Time.

The Merger Agreement can be terminated (i) at any time with the mutual consent of the parties; (ii) by either Camber or Company if any governmental consent or approval required for closing is not obtained, or any governmental entity issues a final non-appealable order or similar decree preventing the Merger; (iii) by either Company or Camber if the Merger shall not have been consummated on or before August 1, 2021; (iv) by Camber or Company, upon the breach by the other of a term of the Merger, which is not cured within 30 days of the date of written notice thereof by the other; (v) by Camber if Company is unable to obtain the affirmative vote of its stockholders for approval of the Merger; (vi) by Company if Camber is unable to obtain the affirmative vote of its stockholders required pursuant to the terms of the Merger Agreement; and (vii) by Company or Camber if there is a willful breach of the Merger Agreement by the other party thereto. The Merger Agreement contains customary obligations of the parties and representations and warranties.

As of March 24, 2023, neither the Company nor Camber has advised of its intention to terminate the Merger Agreement. However, given the lapse of time since the date of the Merger Agreement, the Company believes it is reasonably likely that certain terms would need to be modified by the parties in order for the parties to proceed with the Merger.

 

On October 10, 2019,or about March 14, 2023, the Company, through its newly formed subsidiary, Elysium Energy, LLC, enteredCompany’s Board of Directors resolved to enter into negotiations with Camber to modify certain terms of the Merger and to re-engage a Purchase and Sale Agreement to purchase working interests and over-riding royalty interests in oil and gas properties in Texas (approximately 71 wells in 11 counties) and Louisiana (approximately 52 wells in 6 parishes), along with associated wells and equipment (the “Elysium Energy Acquisition”). As of December 31, 2019, the Company paid deposits of $2,750,000 into escrowvaluation firm in connection with this acquisition,securing a fairness opinion or any other valuation report, analyses or presentations that might be necessary or appropriate regarding the Merger. As of March 24, 2023, the Company had not determined the revised terms upon which deposits were applied towardit would be prepared to proceed with the purchase price at closingMerger. Any modifications to the terms and conditions of the Elysium Energy AcquisitionMerger Agreement would be subject to the written agreement of both the Company and Camber, and there is no assurance that the Company and Camber will agree on any such proposed modifications. Moreover, the satisfaction of conditions, whether existing or about February 3, 2020 (seenew, may be outside of the “Subsequent Events” description in Note 10 to our financial statements).Company’s control.

Acquisitions – LouisianaGoing Concern Qualification

 

On May 10, 2019, Petrodome Louisiana Pipeline LLC ("Petrodome LA"), a subsidiary of theThe Company’s subsidiary, Petrodome Energy, LLC, acquired a majority working interest in 6 gas wells (including 2 producing gas wells), 1 producing oil well and 1 salt water disposal well located in the East Mud Lake Field in Cameron Parish, Louisiana, with leases to mineral rights (oil and gas) concerning approximately 765 acres.

Going Concern Qualification

These consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss of $19,390,850 and $15,117,547$(15,427,329) for the yearsyear ended December 31, 20192022, as compared to a net loss of $(14,485,847) for the year ended December 31, 2021. The loss for the year ended December 31, 2022 was comprised of, among other things, certain non-cash items, including: (i) stock-based compensation of $1,614,334; (ii) accretion of asset retirement obligation of $55,521; (iii) depreciation, depletion & amortization of $1,499,166; (iv) bad debt expense of $1,133,685; (v) amortization of debt discount of $99,695; (vi) impairment of intangible assets of $451,772; and, 2018 respectively. (vii) loss on sale of oil and gas assets of $8,961,705.

34

Table of Contents

As of December 31, 2019,2022, the Company has a stockholders’ equity of $15,365,315 and total long-term debt of $2,743,616 As of December 31, 2022, the Company has a working capital deficiency in excess of $25.5 million.approximately $6,339,593. The largest components of current liabilities creating this working capital deficiency are (a) notes(i) accounts payable of approximately $4.0 million; (ii) a revolving credit facility with a face value aggregating approximately $13.2 million due in August of 2020 and (b) other debtor obligations requiring principal paymentsbalance of approximately $9$3.1 million; (iii) customer deposits of $5.4 million; and (iv) an amount due for non-interest-bearing loans from Camber Energy, Inc. in the amount of $6.6 million in 2020.with no stipulated repayment terms.

 

ManagementAs further described in Note 1, to Viking’s consolidated financial statements, Viking has evaluated these conditionsguaranteed Camber’s indebtedness to Discover, as well as entered into a Security Agreement in favor of Discover granting Discover a first-priority security interest in any assets purchased by Viking with funds advanced to Viking by Camber that were loaned by Discover. The Company believes the likelihood that it will be required to perform under the guarantee to be remote and has developednot recognized a plan which, in part, address theseliability associated with any performance obligations as follows:

·

The acquisition of Petrodome Energy LLC in 2017 and the oil and gas expertise retained by Petrodome at the end of 2017 provided an internal lease operating company to efficiently evaluate development opportunities.

·

The Ichor Energy Acquisition at the end of 2018 is believed to provide cash flow sufficient to not only satisfy the Company’s debt service associated with this acquisition, but to also fund a work over program to increase this purchased production beyond its current average daily production of 2,300 BOE and provide a quicker principal reduction, resulting in an increased equity position relative to these assets. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the associated term loan, and distributions to Viking of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. On a quarterly basis after appropriate distributions to the Company, any cash in excess of $2,000,000 plus unfunded approved development projects is swept by the term loan lender as an additional principal payment on the debt.

·

The Company has a revolving credit facility with CrossFirst Bank, which was approved for $30,000,000. The balance outstanding at December 31, 2019 is approximately $7,690,000 with an amended maturity date of May 10, 2021. Additional funds could be made available to the Company for projects reviewed and approved by the lender.

·

The Elysium Energy Acquisition on February 3, 2020 is believed to provide cash flow sufficient to not only satisfy the Company’s debt service associated with this acquisition, but to also fund a development program to increase this purchased production beyond its current average daily production of 2,700 BOE and provide a quicker principal reduction, resulting in an increased equity position relative to these assets. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the associated term loan, certain oil and gas development projects approved by the lender, and a cost allocation for general and administrative expenses of $150,000 per month. Additionally, to the extent that Elysium has Excess Cash Flow (as defined in the loan agreement), the Company is required to make mandatory prepayments, without penalty or premium, equal to seventy-five percent (75%) of such Excess Cash Flow.

·

With respect to the $13.2 million notes payable due in August of 2020, the Company has invited holders of the promissory notes to exchange all or a portion of their principal and/or accrued interest into a new subordinated, secured, convertible debt offering (see Note 10, Subsequent Events, in the consolidated financial statements included herein). The new offering commenced on February 18, 2020, and includes equity incentives, a conversion entitlement, additional security and a maturity date of February 11, 2022. There is no obligation for holders to exchange into the New Offering.

21

Table of Contents

Furthermore, the global COVID-19 pandemic could have a negative impact on our financial position and results of operations. Negative impacts could include but are not limited to: our ability to sell our oil and gas production, reduction in the selling price of our oil and gas, failure of a counterparty to make required hedge payments, possible disruption of production as a result of worker illness or mandated production shutdowns, our ability to maintain compliance with loan covenants and/or refinance existing indebtedness, and access to new capital.guarantee.

 

These conditions described above raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company willmay be able to continue to develop new opportunities and willmay be able to obtain additional funds through debt and / or equity financings to facilitate its developmentbusiness strategy; however, there is no assurance of additional funding being available. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

 

Liquidity and Capital Resources

 

 

Years Ended December 31,

 

Working Capital:

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Current assets

 

$18,950,740

 

 

$21,805,426

 

Current liabilities

 

$25,290,333

 

 

$30,070,453

 

Working capital deficit

 

$(6,339,593)

 

$(8,265,027)

 

 

Years Ended December 31,

 

Cash Flows:

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

$(3,760,376)

 

$(1,999,477)

Net Cash Provided by (Used in) Investing Activities

 

$6,580,575

 

 

$(7,920,996)

Net Cash Provided by (Used in) Financing Activities

 

$(3,048,788)

 

$5,548,872

 

Decrease in Cash during the Period

 

$(228,589)

 

$(4,371,601)

Cash and Cash Equivalents, end of Period

 

$3,239,349

 

 

$3,467,938

 

Net cash provided by operating activities decreased to $(3,760,376) during the fiscal year ended December 31, 2012, as compared to cash provided by operating activities of $(1,999,477) in the comparable period in 2021. This decrease is primarily the result of increased inventory and lower accounts payable, partially offset by an increase in customer deposits.

35

Table of Contents

Net cash flows from investing activities increased to $6,580,575 during the fiscal year ended December 31, 2022, as compared to $(7,920,996) in the comparable period in 2021. This increase is mainly due to proceeds from the sale of oil and gas properties and the sale of notes receivable.

Net cash used in financing activities decreased to $(3,048,788) during the fiscal year ended December 31, 2022, as compared to $5,548,872 in the comparable period in 2021. This decrease is mainly due to repayment of debt during the year.

RESULTS OF OPERATIONS

 

The following discussion of the consolidated financial condition and results of operationoperations of the Company should be read in conjunction with the consolidated financial statements and the related Notes included elsewhere in this Report.

 

LiquiditySegment and Capital ResourcesConsolidated Results

 

 

December 31,

 

Working Capital:

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Current assets

 

$8,671,832

 

 

$4,392,635

 

Current liabilities

 

$34,243,588

 

 

$19,504,401

 

Asset retirement obligation

 

$3,538,637

 

 

$4,413,465

 

Working capital (deficit)

 

$(25,571,756)

 

$(15,111,766)

 

 

Years Ended December 31,

 

Cash Flows:

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Net Cash Provided by (Used in) Operating Activities

 

$4,027,639

 

 

$(3,926,435)

Net Cash Provided by (Used in) Investing Activities

 

$(4,654,725)

 

$(6,514,936)

Net Cash Provided by (Used in) Financing Activities

 

$2,255,918

 

 

$8,716,004

 

Increase (Decrease) in Cash during the Period

 

$1,628,832

 

 

$1,725,367)

Cash and Cash Equivalents, end of Period

 

$5,638,724

 

 

$4,009,892

 

 

The Company had current assets of $8,671,832 as ofhas two reportable segments: Oil and Gas Production and Power Generation. The power generation segment provides custom energy and power solutions to commercial and industrial clients in North America and the oil and gas segment is involved in exploration and production with properties in central and southern United States. We evaluate segment performance based on revenue and operating income (loss).

Information related to our reportable segments and our consolidated results for the years ended December 31, 2019, as compared to $4,392,635 in the comparable period in 2018. The Company had current liabilities of $34,243,588 as of December 31, 2019, as compared to $19,504,401 in the comparable period in 2018. The increase in current assets2022 and current liabilities2021 is mainly a result of the increased volumes associated with the assets acquired through Ichor Energy at the end of 2018. The Company had a working capital deficit of $25,571,756 as of December 31, 2019 as compared to a working capital deficit of $15,111,766 as of December 31, 2018.presented below.

 

 

 

Year Ended December 31, 2022

 

 

 

Oil and Gas

 

 

Power Generation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$3,984,122

 

 

$20,054,038

 

 

$24,038,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods

 

 

-

 

 

 

13,627,457

 

 

 

13,627,457

 

Lease operating costs

 

 

1,633,765

 

 

 

-

 

 

 

1,633,765

 

General and administrative

 

 

4,245,434

 

 

 

10,584,883

 

 

 

14,830,317

 

Stock based compensation

 

 

1,614,334

 

 

 

-

 

 

 

1,614,334

 

Impairment of intangible assets

 

 

 

 

 

 

451,772

 

 

 

451,772

 

Depreciation, depletion and amortization

 

 

1,104,240

 

 

 

394,926

 

 

 

1,499,166

 

Accretion - ARO

 

 

55,521

 

 

 

-

 

 

 

55,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

8,653,294

 

 

 

25,059,038

 

 

 

33,712,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$(4,669,172)

 

$(5,005,000)

 

$(9,674,172)

 
2236

Table of Contents

 

 

Year Ended December 31, 2021

 

 

 

Oil and Gas

 

 

Power Generation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Operations is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$33,679,679

 

 

$4,308,285

 

 

$37,987,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods

 

 

-

 

 

 

3,003,044

 

 

 

3,003,044

 

Lease operating costs

 

 

15,878,437

 

 

 

-

 

 

 

15,878,437

 

General and administrative

 

 

5,997,211

 

 

 

2,124,308

 

 

 

8,121,519

 

Stock based compensation

 

 

1,738,145

 

 

 

-

 

 

 

1,738,145

 

Depreciation, depletion and amortization

 

 

7,236,809

 

 

 

70,348

 

 

 

7,307,157

 

Accretion - ARO

 

 

608,691

 

 

 

-

 

 

 

608,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

31,459,293

 

 

 

5,197,700

 

 

 

36,656,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$2,220,386

 

 

$(889,415)

 

$1,330,971

 

 

 

Year Ended December 31, 2022

 

 

 

Oil and Gas

 

 

Power Generation

 

 

Total

 

Other Income (Expense) is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$(354,354)

 

$(283,992)

 

$(638,346)

Amortization of debt discount

 

 

(99,695)

 

 

-

 

 

 

(99,695)

Change in fair value of derivatives

 

 

-

 

 

 

-

 

 

 

-

 

Equity in earnings of unconsolidated subsidiary

 

 

-

 

 

 

-

 

 

 

-

 

Loss on financing settlements

 

 

-

 

 

 

-

 

 

 

-

 

Gain (loss) on disposal of membership interests and assets

 

 

(7,747,347)

 

 

-

 

 

 

(7,747,347)

Interest and other income

 

 

875,143

 

 

 

(73,842)

 

 

801,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

$(7,326,253)

 

$(357,834)

 

$(7,684,087)

 

 

Year Ended December 31, 2021

 

 

 

Oil and Gas

 

 

Power Generation

 

 

Total

 

Other Income (Expense) is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$(10,053,014)

 

$-

 

 

$(10,053,014)

Amortization of debt discount

 

 

(3,704,049)

 

 

-

 

 

 

(3,704,049)

Change in fair value of derivatives

 

 

(17,338,784)

 

 

-

 

 

 

(17,338,784)

Equity in earnings of unconsolidated subsidiary

 

 

-

 

 

 

(178,942)

 

 

(178,942)

Loss on financing settlements

 

 

(4,774,628)

 

 

-

 

 

 

(4,774,628)

Gain (loss) on disposal of membership interests and assets

 

 

19,457,104

 

 

 

-

 

 

 

19,457,104

 

Interest and other income

 

 

458,028

 

 

 

12,464

 

 

 

470,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

$(15,955,343)

 

$(166,478)

 

$(16,121,821)

Table of Contents37

Table of Contents

Net cash provided by operating activities increased to 4,027,639 during the fiscal year ended December 31, 2019, as compared to cash used by operating activities of ($3,926,435) in the comparable period in 2018.

Net cash flows from financing activities decreased to $2,255,918 during the fiscal year ended December 31, 2019, as compared to $8,716,004 in the comparable period in 2018. This decrease is mainly the result of reduced borrowings during 2019, coupled with an extra $4 million principal payment applied to the financing associated with the Ichor Energy Acquisition.

Net cash used in investing activities decreased to ($4,654,725) during the fiscal year ended December 31, 2019, as compared to ($6,514,936) in the comparable period in 2018. The decrease is a reflection of reduced capital expenditures during 2019.

 

Revenue

 

The Company had gross revenues of $34,592,850$24,038,160 for the year ended December 31, 20192022 as compared to 7,967,972$37,987,964 for the year ended December 31, 20182021. The mix of revenues shifted significantly, from mainly oil and gas revenue in 2021 to primarily power generation revenues in 2022, reflecting the impact of the acquisition of the assets acquired by Ichor Energy at the end of 2018, along with continued oil and gas acquisitionsdivestitures in late 2021 and development in2022 and the central United States.inclusion of a full year of Simson-Maxwell revenue.

 

Expenses

 

The Company'sCompany’s operating expenses increaseddecreased by $14,581,148$2,944,661 to $29,716,265$33,712,332 for the year ended December 31, 2019,2022 from $15,135,117$36,656,993 for the year ended December 31, 2018. This increase is mainly attributable to increases in lease2021. Lease operating costs, commensurate with the newdepreciation depletion and amortization, and accretion expense decreased significantly as a result of dispositions of oil and gas wells purchased, as well asinterests. This decrease was partially offset by increased cost of goods sold and general and administrative expenses, reflecting a substantial increase in depletion expenses, Additionally, there were increases in accretion expense, depreciation and amortization expense.full year of Simson-Maxwell results.

 

Income (Loss) from Operations

 

The Company generated an incomea loss from operations of $4,876,585$(9,674,172) for the year ended December 31, 2019,2022, as compared to a lossincome from operations of $7,167,145$1,330,971 for the year ended December 31, 2018. This increase in income from operations was mainly2021, due to the increased production resulting fromreasons explained above.

Other Income and Expense

The Company recorded other income (expense) of $(7,684,087) for the acquisitionsyear ended December 31, 2022 as compared to $(16,121,821) for the year ended December 31, 2021, a decrease of oil$8,437,734. This decrease was driven by lower interest expense, debt discount, loss on financing settlements and gaschanges in fair value of derivatives, all of which were associated with the Company’s interests in Ichor and Elysium which were sold in October 2021. This was partially offset by a net loss on the disposition of Petrodome assets during 2019of $7.7M in 2022 as compared to a gain on the disposal of Ichor and at the endElysium of 2018 through Ichor Energy.$19.5 million in 2021.

 

Off Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in the Company'sCompany’s securities.

 

Seasonality

 

The Company'sCompany’s operating results are not affected by seasonality.

 

Inflation

 

The Company'sCompany’s business and operating results are not currently affected in any material way by inflation although they could be adversely affected in the future were inflation to increase, resulting in cost increases.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our financial statements. Described below are the most significant policies we apply in preparing our consolidated financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See “Note 2 - Summary of Significant Accounting Policies” to our consolidated financial statements.

 

 
2338

Table of Contents

Consolidation of Variable Interest Entities

The Company consolidates the financial results of its subsidiaries, defined as entities in which the Company holds a controlling financial interest.

Several of the Company’s subsidiaries are considered to be Variable Interest Entities (“VIE’s”) which are defined as an entity for which any of the following conditions exist:

1.

The total equity is not sufficient to permit the entity to finance its activities without additional subordinated financial support.

 

Table

2.

The equity holders as a group have one of Contentsthe following four characteristics:

i.

Lack the power to direct activities that most significantly impact the entity’s economic performance.

ii.

Possess non-substantive voting rights.

iii.

Lack the obligation to absorb the entity’s expected losses.

iv.

Lack the right to receive the entity expected residual returns.

The Company consolidates the financial results of a VIE when it is determined that the Company is the primary beneficiary of the VIE.

 

Oil and Gas Property Accounting

 

The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas properties (including such costs as leasehold acquisition costs, geological expenditures, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred.

 

The full cost method requires the Company to calculate quarterly, by cost center, a "ceiling,"“ceiling,” or limitation on the amount of properties that can be capitalized on the balance sheet. To the extent capitalized costs of oil and natural gas properties, less accumulated depletion and related deferred taxes exceed the sum of the discounted future net revenues of proved oil and natural gas reserves, the lower of cost or estimated fair value of unproved properties subject to amortization, the cost of properties not being amortized, and the related tax amounts, such excess capitalized costs are charged to expense.

 

Proved Reserves

 

Estimates of our proved reserves included in this report are prepared in accordance with U.S. SEC guidelines for reporting corporate reserves and future net revenue. The accuracy of a reserve estimate is a function of:

 

i.

the quality and quantity of available data;

 

ii.

the interpretation of that data;

 

iii.

the accuracy of various mandated economic assumptions; and

 

iv.

the judgment of the persons preparing the estimate.

 

Our proved reserve information included in this report was predominately based on estimates. Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

 

In accordance with SEC requirements, we based the estimated discounted future net cash flows from proved reserves on the unweighted arithmetic average of the prior 12-month commodity prices as of the first day of each of the months constituting the period and costs on the date of the estimate.

 

The estimates of proved reserves materially impact depreciation, depletion, amortization and accretion (“DD&A”) expense. If the estimates of proved reserves decline, the rate at which we record DD&A expense will increase, reducing future net income. Such a decline may result from lower market prices, which may make it uneconomic to drill for and produce from higher-cost fields.

39

Table of Contents

 

Asset Retirement Obligation

 

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. We determined our ARO by calculating the present value of estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties. Periodic accretion of discount of the estimated liability is recorded as accretion expense in the accompanying consolidated statements of operations and comprehensive income.

 

ARO liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated ARO.

 

Commodity derivativesRevenue Recognition

Oil and Gas Revenues

Sales of crude oil, natural gas, and natural gas liquids (NGLs) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million BTU (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title. In each case, the time between delivery and when payments are due is not significant.

Power Generation Revenues

Through its 60.5% ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions.

Sale of Power Generation Units   

 

The Company considers the completed unit or units to be a single performance obligation for purposes of revenue recognition and recognizes revenue when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer. Progress payments are recognized as contract liabilities until the completed unit is delivered. Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of the units, which is generally the price stated in the contract. The Company does not designate its commodities derivative instruments as hedgesallow returns because of the customized nature of the units and therefore does not apply hedge accounting. Changesoffer discounts, rebates, or other promotional incentives or allowances to customers. Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods.

Parts Revenue

The Company considers the purchase orders for parts, which in some cases are governed by master sales agreements, to be the contracts with the customers. For each contract, the Company considers the commitment to transfer products, each of which is distinct, to be the identified performance obligations. Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns. Simson Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods sold in the consolidated statements of comprehensive income. Parts revenues are recognized at the point in time when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

40

Table of Contents

Service and Repairs

Service and repairs are generally performed on customer owned equipment and billed based on labor hours incurred. Each repair is considered a performance obligation. As a result of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. Simson-Maxwell generally uses the cost-to-cost measure of progress for its service work because the customer controls the asset as it is being serviced. Most service and repairs are completed in one or two days.

Intangible Assets

Intangible assets include amounts capitalized for the Company’s license agreement with ESG as described in Note 2. This asset is amortized on a straight-line basis over the remaining life of the related patents being licensed, which is approximately 16 years.

Additionally, with the acquisition of Simson-Maxwell, the Company identified other intangible assets consisting of customer relationships (which is being amortized on a straight-line basis over 10 years) and Simson-Maxwell brand (which is not being amortized) with an aggregate appraised fair value $3,908,126.

With the acquisition of derivative instruments subsequent to the initial measurement are recordeda 51% interest in Viking Ozone, Viking Sentinel and Viking Protection, as changedescribed in fair value on derivative liability, in other income (expense). The estimated fair value amounts of the Company’s commodity derivative instruments have been determined at discrete points in time based on relevant market information which resulted inNote 7, the Company classifying such derivatives as Level 2. Although the Company’s commodity derivative instruments are valued using public indices, as well as the Black-Sholes model, the instruments themselves are traded with unrelated counterpartieshas aggregate intangible assets of $15,433,340. These assets have an indefinite life and are not openly traded on an exchange.being amortized.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable. In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life. If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value.

For the year ended December 31, 2022, the Company determined that the value of the Simson-Maxwell brand and customer relationships were impaired and recorded an impairment charge of $367,907 and $83,865, respectively.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.

 

 
2441

Table of Contents

Item 8. Financial Statements and Supplementary Data

Table of Contents

 

Item 8. Financial Statements and Supplementary Data

Our Consolidated Financial Statements and Notes thereto, for the years ended December 31, 2022 and 2021 and the report of Turner, Stone & Company, L.L.P. (“Turner”), our independent registered public accounting firm, are set forth on pages F-1 through F-39 of this Annual Report. The PCAOB ID for Turner, Stone & Company, L.L.P. is #76.

Report of Independent Registered Public Accounting Firm (PCAOB ID #76)

 

F-1

 

Consolidated Balance Sheets as atof December 31, 20192022 and 20182021

F-2F-3

 

Consolidated Statements of Operations for the years ended December 31, 20192022 and 20182021

F-3F-4

Consolidated Statements of Comprehensive Loss

F-5

Consolidated Statements of Cash Flows for the years ended December 31, 20192022 and 20182021

F-4F-6

Consolidated Statements of Changes in Stockholders'Stockholders’ Equity (Deficit)

F-5F-7

Notes to Consolidated Financial Statements

F-6F-8

 

 
2542

Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Viking Energy Group, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Viking Energy Group, Inc. and its subsidiaries (the “Company”) as of December 31, 20192022 and 20182021, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the two years thenin the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the CompanyViking Energy Group, Inc. as of December 31, 20192022 and 2018,2021, and the results of its consolidated operations and its consolidated cash flows for each of the two years thenin the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying financial statements have been prepared assuming that the Companyentity will continue as a going concern. As discussed in Note 13 to the financial statements, the Companyentity has suffered recurring losses from operations since inception and has a significant working capital deficiency both of which raisethat raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1.3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’sentity’s management. Our responsibility is to express an opinion on the Company’sthese financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the CompanyViking Energy Group, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The CompanyViking Energy Group, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sentity’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1

Table of Contents

Impairment of Intangible Assets

Critical Audit Matter Description

The impairment evaluation of long-lived assets is an assessment that begins with the Company’s monitoring of indicators of impairment on an individual asset basis, which the Company believes is the lowest level for which there are identifiable cash flows. The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company performed a full quantitative impairment assessment as of December 31, 2022, for all intangible assets. When performing a quantitative impairment assessment, the Company estimates undiscounted cash flows at the asset level from continuing use through the remainder of the asset’s estimated useful life. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset with its estimated fair value. The Company applies significant judgment in estimating the fair value of its intangible assets, based on expected revenues, industry and business growth and expected residual cash flows at net present value. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated fair value.

We identified the impairment of long-lived assets as a critical audit matter because of the significant judgment required by management to determine estimated expected revenues, growth and discounted cash flows. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s judgements and estimates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s model which included projected revenues based on forecasted growth rates and discounted cash flow analysis included the following, among others:

-

We evaluated management’s ability to forecast future theatre cash flows by evaluating management’s 2023 forecast of estimated future cash flows (“forecast”) assumptions including, but not limited to, the forecasted performance driven by expected industry receptivity, existing sales orders or outstanding bids, market share, and expected operating costs.

-

We reviewed the completeness and accuracy of the underlying data used in management’s forecast.

-

We tested the underlying source information where available and mathematical accuracy of the calculations.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

March 30, 2020

We have served as the Company’sViking Energy Group, Inc.'s auditor since 2016.

 

Dallas, Texas

March 24, 2023 

 
F-1F-2

Table of Contents

 

VIKING ENERGY GROUP, INC.

Consolidated Balance Sheets

 

 

December 31,

 

 

 

2019

 

 

2018

 

ASSETS

Current assets:

 

 

 

 

 

 

Cash

 

$1,761,495

 

 

$4,009,892

 

Restricted cash

 

 

3,877,229

 

 

 

-

 

Accounts receivable – oil and gas

 

 

2,864,114

 

 

 

258,300

 

Prepaid expenses

 

 

168,994

 

 

 

124,443

 

Total current assets

 

 

8,671,832

 

 

 

4,392,635

 

 

 

 

 

 

 

 

 

 

Oil and gas properties, full cost method

 

 

 

 

 

 

 

 

Proved developed producing oil and gas properties, net

 

 

68,924,441

 

 

 

81,331,986

 

Proved undeveloped and non-producing oil and gas properties, net

 

 

50,817,675

 

 

 

50,492,906

 

Total Oil and gas properties, net

 

 

119,742,116

 

 

 

131,824,892

 

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

509,934

 

 

 

200,243

 

Derivative asset

 

 

-

 

 

 

681,776

 

Deposits

 

 

2,821,594

 

 

 

110,194

 

TOTAL ASSETS

 

$131,745,476

 

 

$137,209,740

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$3,791,894

 

 

$2,549,280

 

Accrued expenses and other current liabilities

 

 

3,229,594

 

 

 

1,014,661

 

Undistributed revenues and royalties

 

 

2,247,678

 

 

 

1,207,605

 

Derivative liability

 

 

5,158,822

 

 

 

2,531,718

 

Amount due to director

 

 

590,555

 

 

 

395,555

 

Current portion of long-term debt - net of debt discount

 

 

19,225,045

 

 

 

11,805,582

 

Total current liabilities

 

 

34,243,588

 

 

 

19,504,401

 

Long term debt – net of current portion and debt discount

 

 

84,988,117

 

 

 

92,076,857

 

Operating lease liability

 

 

308,279

 

 

 

-

 

Asset retirement obligation

 

 

3,538,637

 

 

 

4,413,465

 

TOTAL LIABILITIES

 

 

123,078,621

 

 

 

115,994,723

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 8)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized, 28,092 Shares issued and outstanding as of December 31, 2019 and 2018

 

 

28

 

 

 

28

 

Common stock, $0.001 par value, 500,000,000 shares authorized, 124,198,309 and 90,989,025 shares issued and outstanding as of December 31, 2019 and 2018, respectively

 

 

124,198

 

 

 

90,989

 

Additional Paid-In Capital

 

 

38,825,392

 

 

 

32,015,913

 

Retained Earnings (Accumulated deficit)

 

 

(30,282,763)

 

 

(10,891,913)

TOTAL STOCKHOLDERS' EQUITY

 

 

8,666,855

 

 

 

21,215,017

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$131,745,476

 

 

$137,209,740

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$3,239,349

 

 

$3,467,938

 

Accounts receivable, net

 

 

5,276,622

 

 

 

8,781,086

 

Inventory

 

 

10,276,662

 

 

 

5,490,435

 

Notes receivable

 

 

-

 

 

 

3,000,000

 

Prepaids and other current assets

 

 

158,107

 

 

 

1,065,967

 

Total current assets

 

 

18,950,740

 

 

 

21,805,426

 

 

 

 

 

 

 

 

 

 

Oil and gas properties, full cost method

 

 

 

 

 

 

 

 

Proved oil and gas properties, net

 

 

1,285,918

 

 

 

14,825,571

 

Total oil and gas properties, net

 

 

1,285,918

 

 

 

14,825,571

 

 

 

 

 

 

 

 

��

 

Fixed assets, net

 

 

1,716,200

 

 

 

1,487,012

 

Right of use assets, net

 

 

4,357,328

 

 

 

5,790,147

 

ESG Clean Energy license, net

 

 

4,577,131

 

 

 

4,885,825

 

Other intangibles - Simson Maxwell, net

 

 

3,254,600

 

 

 

3,874,117

 

Other intangibles - Variable Interest Entities

 

 

15,433,340

 

 

 

-

 

Due from related parties

 

 

327,132

 

 

 

4,835,153

 

Goodwill

 

 

-

 

 

 

252,290

 

Deposits and other assets

 

 

10,300

 

 

 

395,315

 

TOTAL ASSETS

 

$49,912,689

 

 

$58,150,856

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$3,905,247

 

 

$8,325,469

 

Accrued expenses and other current liabilities

 

 

1,248,301

 

 

 

1,600,209

 

Customer deposits

 

 

5,447,025

 

 

 

23,015

 

Due to Camber Energy, Inc.

 

 

6,572,300

 

 

 

4,100,000

 

Undistributed revenues and royalties

 

 

2,378,739

 

 

 

1,332,282

 

Current portion of operating lease liability

 

 

1,304,047

 

 

 

1,324,722

 

Due to related parties

 

 

629,073

 

 

 

4,870,020

 

Current portion of notes payable - related parties

 

 

56,916

 

 

 

64,418

 

Bank indebtedness - credit facility

 

 

3,111,350

 

 

 

-

 

Current portion of long-term debt - net of discount

 

 

637,335

 

 

 

8,430,318

 

Total current liabilities

 

 

25,290,333

 

 

 

30,070,453

 

Long term debt - net of current portion and debt discount

 

 

2,106,281

 

 

 

2,741,190

 

Notes payable - related parties - net of current portion

 

 

627,153

 

 

 

724,502

 

Operating lease liability, net of current portion

 

 

3,160,654

 

 

 

4,474,832

 

Contingent obligations

 

 

1,435,757

 

 

 

-

 

Asset retirement obligation

 

 

1,927,196

 

 

 

2,111,650

 

TOTAL LIABILITIES

 

 

34,547,374

 

 

 

40,122,627

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock Series C, $0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively

 

 

28

 

 

 

28

 

Preferred stock Series E, $0.001 par value, 2,075 shares authorized, 475 and 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively

 

 

5

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 500,000,000 shares authorized, 114,780,967 and 111,030,965 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively.

 

 

114,781

 

 

 

111,031

 

Additional paid-in capital

 

 

127,687,341

 

 

 

120,246,224

 

Accumulated other comprehensive loss

 

 

(425,677)

 

 

(177,981)

Accumulated deficit

 

 

(122,187,673)

 

 

(106,760,344)

Parent’s stockholders’ equity in Viking

 

 

5,188,805

 

 

 

13,418,958

 

Non-controlling interest

 

 

10,176,510

 

 

 

4,609,271

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

15,365,315

 

 

 

18,028,229

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$49,912,689

 

 

$58,150,856

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-2F-3

Table of Contents

 

VIKING ENERGY GROUP, INC.

Consolidated Statements of Operations

 

 

For the Years Ended

December 31,

 

 

Years Ended December 31,

 

 

2019

 

 

2018

 

 

2022

 

 

 2021

 

Revenue

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

$34,592,850

 

$7,967,972

 

Power generation units and parts

 

$9,000,562

 

$1,607,077

 

Service and repairs

 

11,053,476

 

2,701,208

 

Oil and gas

 

 

3,984,122

 

 

 

33,679,679

 

Total revenue

 

24,038,160

 

37,987,964

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

13,627,457

 

3,003,044

 

Lease operating costs

 

12,203,777

 

3,835,549

 

 

1,633,765

 

15,878,437

 

General and administrative

 

5,233,027

 

7,265,639

 

 

14,830,317

 

8,121,519

 

Stock based compensation

 

951,533

 

2,303,213

 

 

1,614,334

 

1,738,145

 

Accretion – asset retirement obligations

 

391,482

 

86,023

 

Impairment of intangible assets

 

451,772

 

-

 

Depreciation, depletion & amortization

 

 

10,936,446

 

 

 

1,644,693

 

 

1,499,166

 

7,307,157

 

Accretion - asset retirement obligation

 

 

55,521

 

 

 

608,691

 

Total operating expenses

 

 

29,716,265

 

 

 

15,135,117

 

 

 

33,712,332

 

 

 

36,656,993

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from operations

 

 

4,876,585

 

 

 

(7,167,145)

Income (loss) from operations

 

 

(9,674,172)

 

 

1,330,971

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

Other income (expense)

 

 

 

 

 

Interest expense

 

(12,988,695)

 

(1,910,387)

 

(638,346)

 

(10,053,014)

Amortization of debt discount

 

(7,975,244)

 

(5,969,886

 

(99,695)

 

(3,704,049)

Change in fair value of derivatives

 

(3,308,880)

 

(1,604,916)

 

-

 

(17,338,784)

Gain on disposal of assets

 

-

 

623,960

 

Equity in earnings of unconsolidated subsidiary

 

-

 

(178,942)

Loss on financing settlements

 

-

 

(4,774,628)

(Loss) gain on disposal of membership interests and assets

 

(7,747,347)

 

19,457,104

 

Interest and other income

 

 

5,384

 

 

 

-

 

 

 

801,301

 

 

 

470,492

 

Total other income (expenses)

 

 

(24,267,435)

 

 

(8,861,229)

Total other expense, net

 

 

(7,684,087)

 

 

(16,121,821)

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

(19,390,850)

 

(16,028,374)

 

(17,358,259)

 

(14,790,850)

Income tax benefit (expense)

 

-

 

910,827

 

 

 

-

 

 

 

-

 

Net loss

 

(17,358,259)

 

(14,790,850)

Net loss attributable to non-controlling interest

 

 

(1,930,930)

 

 

305,003

 

Net loss attributable to Viking Energy Group, Inc.

 

$(15,427,329)

 

$(14,485,847)

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(19,390,850)

 

$(15,117,547)

 

 

 

 

 

Loss per weighted average number of common shares outstanding – basic and diluted

 

$(0.20)

 

$(0.18)

Weighted average number of common shares outstanding – basic and diluted

 

 

96,379,785

 

 

 

81,950,037

 

Loss per common share, basic and diluted

 

$(0.13)

 

$(0.18)

Weighted average number of common shares outstanding, basic and diluted

 

 

114,564,070

 

 

 

82,228,404

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-3F-4

Table of Contents

 

VIKING ENERGY GROUP, INC.

Consolidated Statements of Cash FlowsComprehensive Loss

 

 

 

For the Years Ended

December 31,

 

 

 

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$(19,390,850)

 

$(15,117,547)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

 

 

 

Change in fair value of derivative liability

 

 

3,308,880

 

 

 

1,604,916

 

Stock based compensation

 

 

951,533

 

 

 

2,303,212

 

Gain on disposal of assets

 

 

-

 

 

 

(613,589)

Depreciation, depletion and amortization

 

 

10,936,446

 

 

 

1,644,693

 

Accretion - Asset retirement obligation

 

 

391,482

 

 

 

86,023

 

Amortization of right-of-use assets

 

 

3,766

 

 

 

 

 

Allowance for bad debt

 

 

-

 

 

 

217,057

 

Amortization of debt discount

 

 

7,975,244

 

 

 

5,969,886

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,517,727)

 

 

131,343

 

Other receivables

 

 

-

 

 

 

548,714

 

Prepaid expenses and other assets

 

 

(2,755,951)

 

 

(159,791)

Accounts payable

 

 

1,247,148

 

 

 

(336,903)

Accrued expenses and other current liabilities

 

 

2,837,595

 

 

 

614,773

 

Undistributed revenues and royalties

 

 

1,040,073

 

 

 

32,405

 

Deferred tax liability

 

 

-

 

 

 

(910,827)

Amounts due to director

 

 

-

 

 

 

59,200

 

Net cash provided by (used) in operating activities

 

 

4,027,639

 

 

 

(3,926,435)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Investment in and acquisition of oil and gas properties

 

 

(5,196,576)

 

 

(7,995,476)

Acquisition of fixed assets

 

 

(11,115)

 

 

(130,000)

Proceeds from sale of fixed assets

 

 

 

 

 

 

45,000

 

Proceeds from sale of oil and gas interests

 

 

552,966

 

 

 

1,565,540

 

Net cash used in investing activities

 

 

(4,654,725)

 

 

(6,514,936)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

10,258,123

 

 

 

19,182,768

 

Repayment of long-term debt

 

 

(9,131,911)

 

 

(8,567,657)

Debt issuance costs

 

 

-

 

 

 

(1,042,492)

Short term advance

 

 

693,706

 

 

 

-

 

Proceeds from amount due to director

 

 

195,000

 

 

 

583,000

 

Repayment of amount due to director

 

 

-

 

 

 

(1,439,615)

Proceeds from exercise of warrants

 

 

241,000

 

 

 

-

 

Net cash provided by financing activities

 

 

2,255,918

 

 

 

8,716,004

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

1,628,832)

 

 

(1,725,367)

Cash, beginning of year

 

 

4,009,892

 

 

 

5,735,259

 

Cash, end of year

 

$5,638,724

 

 

$4,009,892

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$10,034,325

 

 

$644,000

 

Income taxes

 

$-

 

 

$-

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Recognition of asset retirement obligation

 

$94,796

 

 

$1,901,019

 

Recognition of right-of-use asset and lease liability

 

$367,365

 

 

$-

 

Amortization of right-of-use asset and lease liability

 

$59,086

 

 

$-

 

Purchase of transportation equipment through direct financing

 

$56,760

 

 

$-

 

Proceeds from sale of oil and gas properties paid directly to reduce debt

 

$3,800,000

 

 

$-

 

Elimination of asset retirement obligation associated with sale of assets

 

$1,361,106

 

 

$-

 

Issuance of shares as payment of interest on debt

 

$620,508

 

 

$-

 

Issuance of warrants for services

 

$167,151

 

 

$-

 

Warrants exercised to reduce debt

 

$1,900,635

 

 

$-

 

Financing associated with oil and gas property acquisition

 

$-

 

 

$81,957,150

 

Issuance of shares and warrants as discount on debt

 

$3,129,012

 

 

$8,263,789

 

Debt refinanced through new credit facility

 

$3,310,000

 

 

$7,633,389

 

Purchase price adjustment of short-term advance

 

$

693,706

 

 

$

-

 

Private placement debt exchanged for new private placement debt

 

$-

 

 

$5,583,311

 

Purchase of working interest through new debt

 

$-

 

 

$165,000

 

Issuance of shares and warrants for services

 

$-

 

 

$2,303,212

 

Accrued expenses exchanged for long term debt

 

$-

 

 

$(866,743)

Conversion of debt

 

$-

 

 

$(15,000)

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net loss

 

$(17,358,259)

 

$(14,790,850)

Foreign currency translation adjustment

 

 

(247,696)

 

 

(177,981)

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

 

(17,605,955)

 

 

(14,968,831)

 

 

 

 

 

 

 

 

 

Less comprehensive loss attributable to non-controlling interest

 

 

 

 

 

 

 

 

Loss attributable to non-controlling interest

 

 

(1,930,930)

 

 

(305,003)

Foreign currency translation adjustment attributable to non-controlling interest

 

 

(97,840)

 

 

(70,302)

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to non-controlling interest

 

 

(2,028,770)

 

 

(375,305)

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to Viking

 

$(15,577,185)

 

$(14,593,526)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-4F-5

Table of Contents

 

VIKING ENERGY GROUP, INC.

Consolidated Statements of Cash Flows

 

 

Years Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(17,358,259)

 

$(14,790,850)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

 

 

 

Change in fair value of derivative liability

 

 

-

 

 

 

17,338,784

 

Stock-based compensation

 

 

1,614,334

 

 

 

1,738,145

 

Impairment of intangible assets

 

 

451,772

 

 

 

-

 

Depreciation, depletion and amortization

 

 

1,499,166

 

 

 

7,307,157

 

Accretion - asset retirement obligation

 

 

55,521

 

 

 

608,691

 

Amortization of right-of-use assets

 

 

21,326

 

 

 

3,950

 

Loss on financing settlement

 

 

-

 

 

 

4,774,628

 

PPP loan forgiveness

 

 

-

 

 

 

(149,600)

Equity in earnings of unconsolidated entity

 

 

-

 

 

 

178,942

 

Loss (gain) on disposal of membership interests and assets

 

 

8,963,372

 

 

 

(19,457,104)

Foreign currency translation adjustment

 

 

(247,696)

 

 

(177,981)

Amortization of debt discount

 

 

99,695

 

 

 

3,704,049

 

Changes in operating assets and liabilities, net of effects of business combination during the year

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,504,464

 

 

 

(9,892,063)

Prepaid expenses and other assets

 

 

456,745

 

 

 

58,196

 

Inventory

 

 

(4,786,227)

 

 

329,177

 

Accounts payable

 

 

(4,420,222)

 

 

5,202,065

 

Accrued expenses and other current liabilities

 

 

(351,908)

 

 

950,387

 

Related party payables

 

 

267,074

 

 

 

(774,983)

Customer deposits

 

5,424,010

 

 

 

-

 

Undistributed revenues and royalties

 

 

1,046,457

 

 

 

1,048,933

 

Net cash used in operating activities

 

 

(3,760,376)

 

 

(1,999,477)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of oil and gas properties

 

 

3,590,000

 

 

 

950,613

 

Investment in and acquisition of oil and gas properties

 

 

(9,813)

 

 

(1,575,810)

Acquisition of fixed assets

 

 

(75,923)

 

 

(6,024)

Proceeds from sale of fixed assets

 

 

76,311

 

 

 

-

 

Payments for ESG Clean Energy license

 

 

-

 

 

 

(2,000,000)

Acquisition of Simson-Maxwell

 

 

-

 

 

 

(7,958,159)

Repayment (purchase) of notes receivable

 

 

3,000,000

 

 

 

(3,000,000)

Cash received from acquisition of Simson-Maxwell

 

 

-

 

 

 

5,668,384

 

Net cash provided by (used in) investing activities

 

 

6,580,575

 

 

 

(7,920,996)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Repayment of long-term debt

 

 

(8,632,438)

 

 

(5,543,157)

Proceeds from sale of stock to Camber Energy, Inc.

 

 

-

 

 

 

11,000,000

 

Proceeds from non-interest bearing advances from Camber

 

 

2,472,300

 

 

 

4,100,000

 

Advances (repayments) of Simson Maxwell bank credit facility

 

 

3,111,350

 

 

 

(4,007,971)

Net cash provided by (used in) financing activities

 

 

(3,048,788)

 

 

5,548,872

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(228,589)

 

 

(4,371,601)

Cash, beginning of year

 

 

3,467,938

 

 

 

7,839,539

 

Cash, end of year

 

$3,239,349

 

 

$3,467,938

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$624,723

 

 

$9,559,659

 

Cash paid for taxes

 

$-

 

 

$-

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Recognition of right-of-use asset and lease liability

 

 

-

 

 

 

5,845,810

 

Amortization of right-of-use asset and lease liability

 

 

1,272,484

 

 

 

215,998

 

Issuance of shares for purchase of  ESG License

 

 

-

 

 

 

2,750,000

 

Issuance of shares for purchase of VIE interests

 

 

2,250,000

 

 

 

-

 

Issuance of preferred shares for purchase of VIE interests

 

 

4,750,000

 

 

 

-

 

Contingent obligation associated with acquisition of VIE interests

 

 

1,435,757

 

 

 

 

 

Issuance of shares for services

 

 

-

 

 

 

1,220,023

 

Issuance of warrants for services

 

 

778,204

 

 

 

166,753

 

Issuance of shares in debt conversion

 

 

-

 

 

 

7,762,997

 

Issuance of shares as discount on debt

 

 

 

 

 

 

141,321

 

Issuance of shares as reduction of debt and accrued expenses

 

 

-

 

 

 

18,900,000

 

Issuance of shares for prepaid services

 

 

-

 

 

 

1,187,500

 

The accompanying notes are an integral part of these consolidated financial statements. 

F-6

Table of Contents

VIKING ENERGY GROUP, INC.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid

 

 

Retained

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Equity-

Based

 

 

Earnings(Accumulated

 

 

Total

Stockholders'

 

 

 

Number

 

 

Amount

 

 

Number

 

 

Amount

 

 

Capital

 

 

Compensation

 

 

Deficit)

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2017

 

 

28,092

 

 

$28

 

 

 

72,347,990

 

 

$72,348

 

 

$19,029,892

 

 

$(11,827)

 

$3,417,872

 

 

$22,508,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounting principle change relative to certain derivative liabilities - Note 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

807,762

 

 

 

807,762

 

Shares issued as debt discount

 

 

 

 

 

 

 

 

 

 

11,447,000

 

 

 

11,447

 

 

 

2,467,086

 

 

 

 

 

 

 

 

 

 

 

2,478,533

 

Shares issued as prepaid equity-based compensation

 

 

 

 

 

 

 

 

 

 

250,000

 

 

 

250

 

 

 

54,750

 

 

 

(55,000)

 

 

 

 

 

 

-

 

Amortization of prepaid equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66,827

 

 

 

 

 

 

 

66,827

 

Shares issued for services

 

 

 

 

 

 

 

 

 

 

6,305,297

 

 

 

6,306

 

 

 

1,456,691

 

 

 

 

 

 

 

 

 

 

 

1,462,997

 

Shares issued in debt conversion

 

 

 

 

 

 

 

 

 

 

75,000

 

 

 

75

 

 

 

14,925

 

 

 

 

 

 

 

 

 

 

 

15,000

 

Warrants issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

773,388

 

 

 

 

 

 

 

 

 

 

 

773,388

 

Shares issued in cashless exercise of warrants

 

 

 

 

 

 

 

 

 

 

563,738

 

 

 

563

 

 

 

(563)

 

 

 

 

 

 

 

 

 

 

-

 

Warrants issued as debt discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,226,855

 

 

 

 

 

 

 

 

 

 

 

5,226,855

 

Beneficial conversion feature of debt as debt discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,812,145

 

 

 

 

 

 

 

 

 

 

 

2,812,145

 

Warrants issued for subsidiary equity in acquisition of oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

180,744

 

 

 

 

 

 

 

 

 

 

 

180,744

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,117,547)

 

 

(15,117,547)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2018

 

 

28,092

 

 

$28

 

 

 

90,989,025

 

 

$90,989

 

 

$32,015,913

 

 

$-

 

 

$(10,891,913)

 

$21,215,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

 

 

 

 

 

 

 

 

6,181,133

 

 

 

6,181

 

 

 

777,601

 

 

 

 

 

 

 

 

 

 

 

783,782

 

Shares issued for interest

 

 

 

 

 

 

 

 

 

 

3,650,046

 

 

 

3,650

 

 

 

616,858

 

 

 

 

 

 

 

 

 

 

 

620,508

 

Warrants issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

167,751

 

 

 

 

 

 

 

 

 

 

 

167,751

 

Warrants issued as debt discouint

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,129,012

 

 

 

 

 

 

 

 

 

 

 

3,129,012

 

Warrants exercised through reduction of debt

 

 

 

 

 

 

 

 

 

 

19,006,350

 

 

 

19,006

 

 

 

1,881,629

 

 

 

 

 

 

 

 

 

 

 

1,900,635

 

Warrants exercised for cash

 

 

 

 

 

 

 

 

 

 

2,410,000

 

 

 

2,410

 

 

 

238,590

 

 

 

 

 

 

 

 

 

 

 

241,000

 

Shares issued in cashless exercise of warrants

 

 

 

 

 

 

 

 

 

 

1,961,755

 

 

 

1,962

 

 

 

(1,962)

 

 

 

 

 

 

 

 

 

 

-

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,390,850)

 

 

(19,390,850)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2019

 

 

28,092

 

 

$28

 

 

 

124,198,309

 

 

$124,198

 

 

$38,825,392

 

 

$-

 

 

$(30,282,763)

 

$8,666,855

 

 

 

 Preferred Stock

 

 

 Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Series C

 

 

 Series E

 

 

 Common Stock

 

 

Additional

Paid-in

 

 

Accumulated

Other Comprehensive

 

 

 (Accumulated  

 

 

 Noncontrolling

 

 

 

 Total

Stockholders'

 

 

 

 Number

 

 

 Amount

 

 

 Number

 

 

 Amount

 

 

 Number

 

 

 Amount

 

 

 Capital

 

 

 (Loss)

 

 

 Deficit)

 

 

  Interest

 

 

 Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2020

 

 

28,092

 

 

$28

 

 

 

-

 

 

$-

 

 

 

51,494,956

 

 

$51,495

 

 

$75,920,811

 

 

$-

 

 

$(92,274,497)

 

$-

 

 

$(16,302,163)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rounding due to reverse split

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,770

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

Shares issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,722,510

 

 

 

1,722

 

 

 

1,218,301

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,220,023

 

Shares issued as payment for ESG Clean Energy license

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,942,691

 

 

 

6,943

 

 

 

2,743,057

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,750,000

 

Warrants issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

166,753

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

166,753

 

Shares issued as debt discount

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

169,336

 

 

 

169

 

 

 

141,152

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

141,321

 

Shares issued for sale of stock to Camber Energy, Inc.

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,500,000

 

 

 

27,500

 

 

 

10,972,500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,000,000

 

Shares issued as reduction of debt and accrued expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,153,846

 

 

 

16,154

 

 

 

19,605,846

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19,622,000

 

Shares issued in conversion of debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,237,871

 

 

 

5,238

 

 

 

7,757,759

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,762,997

 

Shares issued for prepaid services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

950,000

 

 

 

950

 

 

 

1,186,550

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,187,500

 

Shares issued to purchase notes receivable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

857,985

 

 

 

858

 

 

 

533,495

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

534,353

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(177,981)

 

 

-

 

 

 

-

 

 

 

(177,981)

Acquisition of Simson-Maxwell Ltd.

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,914,274

 

 

 

4,914,274

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,485,847)

 

 

(305,003)

 

 

(14,790,850)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31 2021

 

 

28,092

 

 

$28

 

 

 

-

 

 

$-

 

 

 

111,030,965

 

 

$111,031

 

 

$120,246,224

 

 

$(177,981)

 

$(106,760,344)

 

$4,609,271

 

 

$18,028,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rounding difference

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Shares issued in acquisition of membership interests of Viking Ozone LLC

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,333,333

 

 

 

3,333

 

 

 

1,996,667

 

 

 

-

 

 

 

-

 

 

 

2,420,189

 

 

 

4,420,189

 

Shares issued in acquisition of membership interests of Viking Sentinel LLC

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

416,667

 

 

 

417

 

 

 

232,917

 

 

 

-

 

 

 

-

 

 

 

224,184

 

 

 

457,518

 

Shares issued in acquisition of membership interests of Viking Protection LLC

 

 

-

 

 

 

-

 

 

 

475

 

 

 

5

 

 

 

-

 

 

 

-

 

 

 

4,433,329

 

 

 

-

 

 

 

-

 

 

 

4,686,542

 

 

 

9,119,876

 

Adjustment to acquisition of Simson-Maxwell Ltd.

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

167,254

 

 

 

167,254

 

Warrants issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

778,204

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

778,204

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(247,696)

 

 

-

 

 

 

-

 

 

 

(247,696)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15,427,329)

 

 

(1,930,930)

 

 

(17,358,259)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2022

 

 

28,092

 

 

$28

 

 

 

475

 

 

$5

 

 

 

114,780,967

 

 

$114,781

 

 

$127,687,341

 

 

$(425,677)

 

$(122,187,673)

 

$10,176,510

 

 

$15,365,315

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-5F-7

Table of Contents

 

VIKING ENERGY GROUP, INC.

Notes to Consolidated Financial Statements

 

Note 1.Nature of Business1 Relationship with and Going ConcernOwnership by Camber Energy, Inc.

 

On December 23, 2020 Camber Energy, Inc. (“Camber”) acquired a 51% interest in Viking Energy Group, Inc. (“Viking” or the “Company”). On January 8, 2021 and July 29, 2021, Camber acquired additional interests in the Company resulting in Camber owning approximately 62% of the outstanding common shares of the Company after the January transaction and approximately 73% of the outstanding common shares of the Company after the July transaction. As a result of subsequent issuances of the Company’s common shares, Camber’s ownership interest is incorporatedapproximately 61% as of December 31, 2022. The December 2020, January 2021 and July 2021 transactions, along with a new merger agreement executed by Viking and Camber in February 2021 are described further below.

December 23, 2020 Transaction

On December 23, 2020, the Company entered into a Securities Purchase Agreement with Camber, pursuant to which Camber acquired (“Camber’s Acquisition”) 26,274,510 shares of Viking common stock (“Camber’s Viking Shares”), constituting 51% of the common stock of Viking, in consideration of (i) Camber’s payment of $10,900,000 to Viking (the “Cash Purchase Price”), and (ii) cancelation of $9,200,000 in promissory notes issued by Viking to Camber (“Camber’s Viking Notes”). Pursuant to the Securities Purchase Agreement, if at any time between December 23, 2020 and July 2, 2022 Viking issued shares of its common stock to one or more persons such that Camber’s percentage ownership of Viking’s common stock is less than 51%, Viking was obligated to issue additional shares to Camber to ensure that Camber owns at least 51% of the common stock of Viking (the “Adjustment Entitlement”). The Adjustment Entitlement expired on July 1, 2022.

On December 23, 2020, Viking and Camber closed on the Camber Acquisition, with Camber paying the Cash Purchase Price to Viking and cancelling Camber’s Viking Notes, and Viking issuing Camber’s Viking Shares. At the closing, James Doris and Frank Barker, Jr., Viking’s CEO and CFO, were appointed the CEO and CFO of Camber, and Mr. Doris was appointed a member of the Board of Directors of Camber.

January 8, 2021 Transactions

On January 8, 2021, the Company entered into another purchase agreement with Camber pursuant to which Camber agreed to acquire an additional 16,153,846 shares of Company common stock (the “Shares”) in consideration of (i) Camber issuing 1,890 shares of Camber’s Series C Redeemable Convertible Preferred Stock to EMC Capital Partners, LLC (“EMC”), one of the Company’s lenders which held a secured promissory note issued by the Company to EMC in the original principal amount of $20,869,218 in connection with the purchase of oil and gas assets on or about February 3, 2020 (the “EMC Note”); and (ii) EMC considering the EMC Note paid in full and cancelled pursuant to the Cancellation Agreement described below. The fair value of the 1,890 shares of Camber’s Series C Redeemable Convertible Preferred Stock was determined to be $19,622,000 at the date of the transaction; as a result, the Company recognized a loss on debt settlement in the amount of $926,531.

Simultaneously, on January 8, 2021, the Company entered into a Cancellation Agreement with EMC (the “Cancellation Agreement”) pursuant to which the Company agreed to pay $325,000 to EMC, and EMC agreed to cancel and terminate in the EMC Note and all other liabilities, claims, amounts owing and other obligations under the lawsNote. At the same time, Camber entered into a purchase agreement with EMC pursuant to which (i) Camber agreed to issue 1,890 shares of Camber’s Series C Redeemable Convertible Preferred Stock to EMC, and (ii) EMC agreed to enter into the Cancellation Agreement with the Company to cancel the EMC Note.

February 2021 Merger Agreement with Camber

On February 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Camber. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, a newly formed wholly owned subsidiary of Camber (“Merger Sub”) will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Camber.

F-8

Table of Contents

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the StateMerger (the “Effective Time”), each share: (i) of Nevada. In March 2017,common stock, par value $0.001 per share, of the Company changed its name from(the “Viking Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares owned by Camber, the Company and Merger Sub, will be converted into the right to receive one share of common stock of Camber; and (ii) of Series C Convertible Preferred Stock of the Company (the “Viking Preferred Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “Camber Series A Preferred Stock”). Each share of Camber Series A Preferred Stock will convert into 890 shares of common stock of Camber (subject to a beneficial ownership limitation preventing conversion into Camber common stock if the holder would be deemed to beneficially own more than 9.99% of Camber’s common stock), will be treated equally with Camber’s common stock with respect to dividends and liquidation, and will only have voting rights with respect to voting: (a) on a proposal to increase or reduce Camber’s share capital; (b) on a resolution to approve the terms of a buy-back agreement; (c) on a proposal to wind up Camber; (d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking; (f) during the winding-up of Camber; and/or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party. Holders of Viking Investments Group, Inc.Common Stock and Viking Preferred Stock will have any fractional shares of Camber common stock or preferred stock after the Merger rounded up to the nearest whole share.

At the Effective Time, each outstanding Company equity award, will be converted into the right to receive the merger consideration in respect of each share of Viking Energy Group, Inc.Common Stock underlying such equity award and, in the case of Company stock options, be converted into vested Camber stock options based on the merger exchange ratio calculated as provided above (the “Exchange Ratio”).

 

The Company's business plan isMerger Agreement provides, among other things, that effective as of the Effective Time, James A. Doris, the current Chief Executive Officer of both the Company and Camber, shall serve as President and Chief Executive Officer of the resulting merged entity (the "Combined Company") following the Effective Time. The Merger Agreement provides that, as of the Effective Time, the Combined Company will have its headquarters in Houston, Texas.

The Merger Agreement also provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Camber and Company will be subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary exceptions. The Company is required to hold a meeting of its stockholders to vote upon the acquisition, exploration, developmentadoption of the Merger Agreement and, productionsubject to certain exceptions, to recommend that its stockholders vote to adopt the Merger Agreement. Camber is required to hold a meeting of oilits stockholders to approve the issuance of Viking Common Stock and natural gas properties, both individuallyViking Preferred Stock in connection with the Merger (the “Share Issuance”).

The completion of the Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by Camber’s stockholders and through collaborative partnershipsapproval of the Share Issuance by Camber’s stockholders, (ii) receipt of required regulatory approvals, (iii) effectiveness of a registration statement on Form S-4 for the Camber common stock to be issued in the Merger (the “Form S-4”), and (iv) the absence of any law, order, injunction, decree or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) subject to certain exceptions, performance by the other party of its obligations under the Merger Agreement and (iii) the absence of any material adverse effect on the other party, as defined in the Merger Agreement.

Additional closing conditions to the Merger include that in the event the NYSE American determines that the Merger constitutes, or will constitute, a “back-door listing”/”reverse merger”, Camber (and its common stock) is required to qualify for initial listing on the NYSE American, pursuant to the applicable guidance and requirements of the NYSE as of the Effective Time.

The Merger Agreement can be terminated (i) at any time with the mutual consent of the parties; (ii) by either Camber or Company if any governmental consent or approval required for closing is not obtained, or any governmental entity issues a final non-appealable order or similar decree preventing the Merger; (iii) by either Company or Camber if the Merger shall not have been consummated on or before August 1, 2021; (iv) by Camber or Company, upon the breach by the other companies in this field of endeavor. Sincea term of the beginningMerger, which is not cured within 30 days of 2018the date of written notice thereof by the other; (v) by Camber if Company is unable to obtain the affirmative vote of its stockholders for approval of the Merger; (vi) by Company if Camber is unable to obtain the affirmative vote of its stockholders required pursuant to the terms of the Merger Agreement; and (vii) by Company or Camber if there is a willful breach of the Merger Agreement by the other party thereto. The Merger Agreement contains customary obligations of the parties and representations and warranties.

F-9

Table of Contents

As of March 24, 2023, neither the Company hasnor Camber had advised of its intention to terminate the Merger Agreement. However, given the lapse of time since the date of the Merger Agreement, the Company believes it is reasonably likely that certain terms would need to be modified by the parties in order for the parties to proceed with the Merger.

On or about March 14, 2023, the Company’s Board of Directors resolved to enter into negotiations with Camber to modify certain terms of the Merger and to re-engage a valuation firm in connection with securing a fairness opinion or any other valuation report, analyses or presentations that might be necessary or appropriate regarding the Merger. As of March 24, 2023, the Company had not determined the revised terms upon which it would be prepared to proceed with the Merger. Any modifications to the terms and conditions of the Merger Agreement would be subject to the written agreement of both the Company and Camber, and there is no assurance that the Company and Camber will agree on any such proposed modifications. Moreover, the satisfaction of conditions, whether existing or new, may be outside of the Company’s control.

July 29, 2021 Equity Transaction by Camber in Viking:

On July 29, 2021, the Company entered into a Securities Purchase Agreement with Camber, pursuant to which Camber acquired an additional 27,500,000 shares of Viking common stock for an aggregate purchase price of $11,000,000. As a result, Camber’s ownership increased as of such date to approximately 73% of the issued and outstanding shares of Viking common stock.

Loan Transactions at Camber (Guaranteed by Viking):

Camber executed and delivered the following related activities:promissory notes (each a “Note” and collectively, the “Notes”) in favor of Discover Growth Fund, LLC:

 

 

·a.

On January 12, 2018,

Promissory Note dated December 11, 2020 in the Company, through Mid-Con Drilling, completed an acquisitionprincipal amount of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas.$6,000,000;

 

 

 

 

·b.

Effective February 1, 2018,

Promissory Note dated December 18, 2020 in the Company, through Mid-Con Drilling, closed on the acquisitionprincipal amount of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas.$12,000,000;

 

 

 

 

·c.

On December 28, 2018, the Company, through its subsidiary Ichor Energy, LLC (“Ichor Energy”) completed an acquisition of working interests in certain oil and gas leases in Texas (primarily in Orange and Jefferson Counties) and Louisiana (primarily in Calcasiue Parish), which include 58 producing wells and 31 salt water disposal wells. The properties produce hydrocarbons from known reservoirs/sands

Promissory Note dated April 23, 2021 in the on-shore Gulf Coast region, with an average well depth in excessprincipal amount of 10,600 feet.$2,500,000; and

 

 

 

 

·d.

On May 1, 2019, the Company’s subsidiary, Mid-Con Development, LLC sold all of its interests

Promissory Note dated December 31, 2021 in the oil and gas assets Mid-Con Development, LLC owned in Ellis and Rooks Counties, Kansas, consistingprincipal amount of working interests in approximately 41 oil leases comprising several thousand acres.$26,315,789.

The Notes have the following terms: (i) Maturity Date of January 1, 2027; and (ii) interest rate equal to the WSJ Prime Rate in effect at December 24, 2021, being 3.25%, per annum, payable at Maturity, except if Camber is noted in default in which case, at the option of the lender, the principal and interest are due immediately and the interest rate increases to the maximum rate allowed under the laws of Texas.

Camber granted Discover a first-priority security interest in Camber’s Viking Shares and Camber’s other assets pursuant to various pledge agreements and general security agreements, respectively. Viking entered into Guaranty Agreements, guaranteeing repayment of the Notes (see Note 3). Viking also entered into a Security Agreement in favor of Discover granting Discover a first-priority security interest in any assets purchased by Viking with funds advanced to Viking by Camber that were loaned by Discover.

Camber’s Series C Preferred Share Designation

The Certificate of Designation(s) (the “COD”) regarding Camber’s Series C Convertible Preferred Shares requires, among other things, Camber to timely file with the Securities and Exchange Commission all reports required to pursuant to the Exchange Act. Any breach under the COD is also a default under the Notes. Camber is currently in compliance with the requirements under the COD.

Note 2Company Overview and Operations

Viking Energy Group, Inc. (“Viking”, the “Company”, “we”, “us” or “our”) is a growth-oriented diversified energy company. Through various majority-owned subsidiaries, Viking provides custom energy and power solutions to commercial and industrial clients in North America and owns interests in producing oil assets in Kansas. The Company also (i) holds an exclusive license in Canada to a patented carbon-capture system; and (ii) owns a majority interest in (a) an entity with intellectual property rights to a fully developed, patented, proprietary medical & biohazard waste treatment system using ozone technology; and (b) entities with intellectual property rights to fully developed, patent pending, proprietary electric transmission and open conductor detection systems. The Company is also exploring other renewable energy-related opportunities and/or technologies, which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

F-10

·

On May 10, 2019, Petrodome Louisiana Pipeline LLC ("Petrodome LA"), a subsidiaryTable of the Company’s subsidiary, Petrodome Energy, LLC, acquired a majority working interest in 6 gas wells (including 2 producing gas wells), 1 producing oil well and 1 salt water disposal well located in the East Mud Lake Field in Cameron Parish, Louisiana, with leases to mineral rights (oil and gas) concerning approximately 765 acres.Contents

 

TheseCustom Energy & Power Solutions:

Simson-Maxwell Acquisition

On August 6, 2021, the Company acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd. (“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159 in cash. Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage. Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls. Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

Clean Energy and Carbon-Capture System:

In August 2021, the Company entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”). The intellectual property licensed by Viking includes certain patents and/or patent applications, including: (i) U.S. Patent No.: 10,774,733, File date: October 24, 2018, Issue date: September 15, 2020, Titled: “Bottoming Cycle Power System”; (ii) European Patent Application No.: EP18870699.8, International File date: October 24, 2018, Titled: “Bottoming Cycle Power System”; (iii) U.S. Patent Application No.: 17/224,200, File date: April 7, 2021, Titled: “Bottoming Cycle Power System” (which was subsequently approved by the U.S. Patent & Trademark Office in March, 2022 (No. 11,286,832); (iv) U.S. Patent Application No.: 17/358,197, File date: June 25, 2021, Titled: “Bottoming Cycle Power System”; (v) U.S. Patent Application No.: 17/448,943, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide”; and (vi) U.S. Patent Application No.: 17/448,938, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products.

The ESG Clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100% of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities. Patent No. 11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools - and then reheats - exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation. Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the adsorber that enables carbon dioxide to be safely contained and packaged.

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels. The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise.

Medical Waste Disposal System Using Ozone Technology:

In January 2022, the Company acquired a 51% interest in Viking Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual property rights to a patented (i.e., US Utility Patent No. 11,565,289), proprietary medical and biohazard waste treatment system using ozone technology. Simson-Maxwell has been designated the exclusive worldwide manufacturer and vendor of this system. The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

F-11

Table of Contents

Open Conductor Detection Technologies:

In February 2022, the Company acquired a 51% interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to patent pending (i.e., US Applications 16/974,086, 17/672,422 and 17/693,504), proprietary electric transmission and distribution open conductor detection systems. The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground. The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

Oil & Gas Properties

Existing Assets:

The Company, through its wholly owned subsidiaries, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the “Mid-Con Entities”), owns working interests in oil fields in Kansas, which include a combination of producing wells, non-producing wells and water injection wells.

Divestitures in 2022:

On July 8, 2022, four of the wholly owned subsidiaries of Petrodome, a wholly owned subsidiary of Viking, entered into Purchase and Sale Agreements to sell all of their interests in the oil and gas assets owned by those Petrodome subsidiaries, including in the aggregate, interests in 8 producing wells, 8 shut-in wells, 2 salt water disposal wells and 1 inactive well, to third parties for $3,590,000 in cash. The proceeds from the sale were used to fully repay Petrodome’s indebtedness to CrossFirst Bank under the June 13, 2018 revolving line of credit loan.

This transaction resulted in the disposition of most of the Company’s total oil and gas reserves (see Note 6). The Company recorded a loss on the transaction in the amount of $8,961,705, as follows:

Proceeds from sale

 

$3,590,000

 

Reduction in oil & gas full cost pool (based on % of reserves disposed)

 

 

(12,791,680)

ARO recovered

 

 

239,975

 

Loss on disposal

 

$(8,961,705)

Additionally, in July 2022, the Company received an unanticipated refund of a $1,200,000 performance bond as a result of Petrodome ceasing to operate certain assets in the State of Louisiana. The gain from this refund has been included in the “loss on disposal of membership interests and assets” in the accompanying Consolidated Statement of Operations.

Divestitures in 2021:

On October 5, 2021, the Company disposed of all of membership interests of Ichor Energy Holdings, LLC (“Ichor”). The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt and derivatives associated with Ichor and/or its subsidiaries. The Company originally acquired the assets owned by Ichor on December 28, 2018, which at the time included interests in approximately 58 producing wells and approximately 31 saltwater disposal wells in Texas and Louisiana.

On October 12, 2021, the Company disposed of all of the membership interests of Elysium Energy Holdings, LLC (“Elysium”). The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt and derivatives associated with Elysium Energy Holdings and/or its subsidiaries. The Company originally acquired the assets owned by Elysium on February 3, 2020, which included interests in approximately 127 wells, along with associated equipment in Texas and Louisiana.

F-12

Table of Contents

The following table reflects the assets and liabilities assumed, and the resultant gain on the disposition of the membership interests:

 

 

 

 

 

 

 

 

Combined

 

 

 

Ichor

 

 

Elysium

 

 

Totals

 

Liabilities assumed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term debt

 

$50,467,725

 

 

$29,065,540

 

 

$79,533,265

 

Derivative liability - hedge contracts

 

 

11,394,674

 

 

 

5,617,359

 

 

 

17,012,033

 

Accounts payable

 

 

2,723,855

 

 

 

6,766,200

 

 

 

9,490,055

 

Undistributed revenues

 

 

2,649,830

 

 

 

1,182,282

 

 

 

3,832,112

 

Asset retirement obligations

 

 

2,002,178

 

 

 

2,530,666

 

 

 

4,532,844

 

Accrued expenses

 

 

96,115

 

 

 

488,563

 

 

 

584,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

69,334,377

 

 

 

45,650,610

 

 

 

114,984,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets assumed

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas properties, full cost method

 

 

55,920,606

 

 

 

24,861,447

 

 

 

80,782,053

 

Accounts receivable

 

 

4,146,858

 

 

 

5,525,485

 

 

 

9,672,343

 

Cash and equivalent

 

 

3,448,979

 

 

 

1,576,912

 

 

 

5,025,891

 

Other assets

 

 

-

 

 

 

47,596

 

 

 

47,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,516,443

 

 

 

32,011,440

 

 

 

95,527,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on disposition

 

$5,817,934

 

 

$13,639,170

 

 

$19,457,104

 

Note 3Going Concern

The Company’s consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss of $19,390,850 and $15,117,547$(15,427,329) for the yearsyear ended December 31, 20192022, as compared to a net loss of $(14,485,847) for the year ended December 31, 2021. The loss for the year ended December 31, 2022 was comprised of, among other things, certain non-cash items, including: (i) stock-based compensation of $1,614,334; (ii) accretion of asset retirement obligation of $55,521; (iii) depreciation, depletion & amortization of $1,499,166; (iv) bad debt expense of $1,133,685; (v) amortization of debt discount of $99,695; (vi) impairment of intangible assets of $451,772;  and, 2018 respectively. (vii) loss on sale of oil and gas assets of $8,961,705.

As of December 31, 2019,2022, the Company has a stockholders’ equity of $15,365,315 and total long-term debt of $2,743,616 As of December 31, 2022, the Company has a working capital deficiency in excess of $25.5 million.approximately $6,339,593. The largest components of current liabilities creating this working capital deficiency are (a) notes(i) accounts payable of approximately $4.0 million; (ii) a revolving credit facility with a face value aggregating approximately $13.2 million due in August of 2020 and (b) other debtor obligations requiring principal paymentsbalance of approximately $9$3.1 million; (iii) customer deposits of $5.4 million; and (iv) an amount due for non-interest-bearing loans from Camber Energy, Inc. in the amount of $6.6 million in 2020.with no stipulated repayment terms.

 

ManagementAs further described in Note 1, Viking has evaluated these conditionsguaranteed Camber Energy’s indebtedness to Discover, as well as entered into a Security Agreement in favor of Discover granting Discover a first-priority security interest in any assets purchased by Viking with funds advanced to Viking by Camber that were loaned by Discover. In the event of a default by Camber, Viking may be called upon to honor its obligations under the Guaranty and Security Agreements executed by Viking in favor of Discover. The Company believes the likelihood that it will be required to perform under the guarantee to be remote and has developednot recognized a plan which, in part, address theseliability associated with any performance obligations as follows:of the guarantee.

 

·

The acquisition of Petrodome Energy LLC in 2017 and the oil and gas expertise retained by Petrodome at the end of 2017 provided an internal lease operating company to efficiently evaluate development opportunities.

·

The Ichor Energy Acquisition at the end of 2018 is believed to provide cash flow sufficient to not only satisfy the Company’s debt service associated with this acquisition, but to also fund a work over program to increase this purchased production beyond its current average daily production of 2,300 BOE and provide a quicker principal reduction, resulting in an increased equity position relative to these assets. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the associated term loan, and distributions to Viking of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. On a quarterly basis after appropriate distributions to the Company, any cash in excess of $2,000,000 plus unfunded approved development projects is swept by the term loan lender as an additional principal payment on the debt.

·

The Company has a revolving credit facility with CrossFirst Bank, which was approved for $30,000,000. The balance outstanding at December 31, 2019 is approximately $7,690,000 with an amended maturity date of May 10, 2021. Additional funds could be made available to the Company for projects reviewed and approved by the lender.

·

The Elysium Energy Acquisition on February 3, 2020 is believed to provide cash flow sufficient to not only satisfy the Company’s debt service associated with this acquisition, but to also fund a development program to increase this purchased production beyond its current average daily production of 2,700 BOE and provide a quicker principal reduction, resulting in an increased equity position relative to these assets. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the associated term loan, certain oil and gas development projects approved by the lender, and a cost allocation for general and administrative expenses of $150,000 per month. Additionally, to the extent that Elysium has Excess Cash Flow (as defined in the loan agreement), the Company is required to make mandatory prepayments, without penalty or premium, equal to seventy-five percent (75%) of such Excess Cash Flow.

·

With respect to the $13.2 million notes payable due in August of 2020, the Company has invited holders of the promissory notes to exchange all or a portion of their principal and/or accrued interest into a new subordinated, secured, convertible debt offering (see Note 10, Subsequent Events). The new offering commenced on February 18, 2020, and includes equity incentives, a conversion entitlement, additional security and a maturity date of February 11, 2022. There is no obligation for holders to exchange into the New Offering.

Furthermore, the global COVID-19 pandemic could have a negative impact on our financial position and results of operations. Negative impacts could include but are not limited to: our ability to sell our oil and gas production, reduction in the selling price of our oil and gas, failure of a counterparty to make required hedge payments, possible disruption of production as a result of worker illness or mandated production shutdowns, our ability to maintain compliance with loan covenants and/or refinance existing indebtedness, and access to new capital.

 
F-6F-13

Table of Contents

 

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company willmay be able to continue to develop new opportunities and willmay be able to obtain additional funds through debt and / or equity financings to facilitate its developmentbusiness strategy; however, there is no assurance of additional funding being available. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

 

Note 2.4  Summary of Significant Accounting Policies

 

a) Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("(“U.S. GAAP"GAAP”) for consolidated financial information and with the instructions to Form 10-K as promulgated by the Securities and Exchange Commission (the "SEC"“SEC”). Accordingly, these consolidated financial statements include all of the disclosures required by generally accepted accounting principlesU.S. GAAP for complete consolidated financial statements.

Certain prior year amounts have been reclassified for consistency with the current year presentation. An adjustment has been made to the Consolidated Statement of Operations for the year ended December 31, 2018 to separately identify amortization of debt discount of $5,969,886 previously included in interest expense. This reclassification had no effect on the previously reported net loss.

 

b) Basis of Consolidation

 

The financial statements presented herein reflect the consolidated financial results of the Company, and its wholly owned subsidiaries, Viking Oil & Gas (Canada) ULC, a Canadian corporation formed to provide a base of operations for properties in Canada; Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, and Mid-Con Development, LLC, which were all formed to provide a base of operations for properties in the Central United States, and Petrodome Energy, LLC, Ichor Holdings, LLC, Ichor Energy, LLC, Ichor Energy (TX), LLC, and Ichor Energy (LA), LLC, all based in Houston, Texas which provides a base of operations to facilitate property acquisitions in Texas, Louisiana and Mississippi. Additionally, these consolidated financial statements also include financial results of Simson-Maxwell using the equity method from August 6, 2021 through October 18, 2021, and consolidated results subsequent to October 18, 2021.

In January 2022, the Company acquired a 51% ownership interest Viking Ozone, and in February 2022, the Company acquired a 51% ownership interest in both Viking Sentinel and Viking Protection. These entities were formed to facilitate the monetization of acquired intellectual properties (see Note 7). These entities are variable interest entities in which the Company owns a controlling financial interest; consequently, these entities are also consolidated.

All significant intercompany transactions and balances have been eliminated.

 

c) Foreign Currency

Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows of businesses conducted in foreign currency are translated using the average exchange rates throughout the year. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions have been insignificant.

d) Use of Estimates in the Preparation of Financial Statements

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. Significant areas requiring the use of management estimates relate to impairment of long-lived assets, goodwill, fair value of commodity derivatives, stock-based compensation, asset retirement obligations, and the determination of expected tax rates for future income tax recoveries.

F-14

Table of Contents

 

The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized.

 

d) Financial Instruments

Accounting Standards Codification, “ASC” Topic 820-10, “Fair Value Measurement” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820-10, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measurement. The carrying amounts reported in the consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, derivative liabilities, amount due to director, and convertible notes each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

F-7

Table of Contents

Assets and liabilities measured at fair value as of December 31, 2019 are classified below based on the three fair value hierarchy described above:

Description

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs

(Level 3)

 

 

Total Gains (Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Commodity Derivative

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity Derivative

 

$-

 

 

$5,158,822

 

 

$-

 

 

$(3,308,880)

 

 

$-

 

 

$5,158,822

 

 

$-

 

 

$(3,308,880)

Assets and liabilities measured at fair value as of December 31, 2018, are classified below based on the three-level fair value hierarchy described above:

Description

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs

(Level 3)

 

 

Total Gains

(Losses)

 

 

 

 

 

 

 

 

 

 

 

 

��

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Commodity Derivative

 

$-

 

 

$681,776

 

 

$-

 

 

$926,802

 

 

 

$-

 

 

$681,776

 

 

$-

 

 

$926,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity Derivative

 

$-

 

 

$2,531,718

 

 

$-

 

 

$(2,531,718)

 

 

$-

 

 

$2,531,718

 

 

$-

 

 

$(2,531,718)

The Company has entered into certain commodity derivative instruments containing swaps and collars, which management believes are effective in mitigating commodity price risk associated with a portion of its future monthly natural gas and crude oil production and related cash flows. The Company does not designate its commodities derivative instruments as hedges and therefore does not apply hedge accounting. Changes in fair value of derivative instruments subsequent to the initial measurement are recorded as change in fair value on derivative liability, in other income (expense). The estimated fair value amounts of the Company’s commodity derivative instruments have been determined at discrete points in time based on relevant market information which resulted in the Company classifying such derivatives as Level 2. Although the Company’s commodity derivative instruments are valued using public indices, as well as the Black-Sholes model, the instruments themselves are traded with unrelated counterparties and are not openly traded on an exchange.

In a commodities swap agreement, the Company trades the fluctuating market prices of oil or natural gas at specific delivery points over a specified period, for fixed prices. As a producer of oil and natural gas, the Company holds these commodity derivatives to protect the operating revenues and cash flows related to a portion of its future natural gas and crude oil sales from the risk of significant declines in commodity prices, which helps reduce exposure to price risk and improves the likelihood of funding its capital budget. If the price of a commodity rises above what the Company has agreed to receive in the swap agreement, the amount that it agreed to pay the counterparty is expected to be offset by the increased amount it received for its production.

F-8

Table of Contents

The Company has also entered into collar agreements related to oil and gas production with established floors and ceilings. Upon settlement, if the current market price of the commodity is below the floor, the Company receives the difference. Conversely, if the current market price of the commodity is above the ceiling at settlement, the Company pays the excess over the ceiling price.

Although the Company is exposed to credit risk to the extent of nonperformance by the counterparties to these derivative contracts, the Company does not anticipate such nonperformance and monitors the credit worthiness of its counterparties on an ongoing basis.

The derivative assets were $1,402,543 and $681,776 as of December 31, 2019 and 2018 respectively, and the derivative liabilities were $6,561,364 and $2,531,718 as of December 31, 2019 and 2018 respectively. The change in the fair value of the derivative assets and liabilities for the year ended December 31, 2019 consisted of a decrease of $4,512,598 associated with existing commodity derivatives and an increase of $1,203,719 associated with the new commodity derivative related to the acquisition accomplished on December 28, 2018, and a loss recognized in the consolidated statement of operations in the amount of $3,308,880.

The table below is a summary of the Company’s commodity derivatives as of December 31, 2019:

Natural Gas

 

Period

 

Average MMBTU per Month

 

 

Fixed Price per MMBTU

 

 

 

 

 

 

 

 

 

 

Swap

 

Dec-18 to Dec-22

 

 

118,936

 

 

$2.715

 

 

 

 

 

 

 

 

 

 

 

 

Crude Oil

 

Period

 

Average BBL per Month

 

 

Price per BBL

 

 

 

 

 

 

 

 

 

 

 

 

Swap

 

Dec-18 to Dec- 22

 

 

24,600

 

 

$50.85

 

Swap

 

Jan-20 to Jun-20

 

 

1,400

 

 

$52.71

 

Collar

 

Dec-17 to Jun-20

 

 

4,000

 

 

$

55.00/$72.00

 

e) Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less. Accounts at banks in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to CAD $100,000. At December 31, 20192022 and 2018,2021, the Company has cash depositshad approximately $2,954,000 and $2,246,000 in excess of the FDIC and CDIC insured limits, in the amounts of $4,163,360 and $3,045,695.respectively.

Restricted cash in the amount of $3,877,229 as of December 31, 2019 represents the balance of cash held by Ichor Energy, LLC (the “Borrower”) and/or its subsidiaries, generated through the operations of those subsidiaries. Pursuant to the Term Loan Credit Agreement to which the Borrower and its subsidiaries are parties, following March 31, 2019 the Borrower is required at all times to maintain a minimum cash balance of $2,000,000 (the “MLR”). Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019, the Borrower is required to pay the lenders, as an additional principal payment on the debt, any cash in excess of (i) the MLR and (ii) any funds necessary for the capital expenditures contemplated to be expended in the next six month period by an approved plan of development (“APOD Capex Amount”). At December 31, 2019, the restricted cash did not exceed the MLR and the APOD Capex Amount.

F-9

Table of Contents

 

f) Accounts receivableReceivable

 

Accounts receivable consist offor the Company’s oil and gas operations consist of purchaser receivables and joint interest billing receivables. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. During the year ended December 31, 2022, the Company determined that the collectability of certain accounts receivable balances associated with the disposals of Ichor, Elysium and Petrodome, as described in Note 2, were not collectable and should be written off. The amount written off to bad debt expense for the year ended December 31, 2022, net of recovery of allowance for doubtful accounts, was $1,133,685. The Company has recorded an allowance for doubtful accounts on oil and gas accounts of $217,057$nil at December 31, 20192022 and 2018 respectively.$754,472 at December 31, 2021.

The Company extends credit to its power generation customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. As of December  31, 2022, the Company established a reserve for doubtful power generation accounts of $nil. The Company does not accrue interest on past due accounts receivable.

 

g) Inventory

Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work in process. Work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items.

Inventory consisted of the following at December 31, 2022 and 2021:

 

 

December 31,

2022

 

 

December 31,

2021

 

Units and work in process

 

$8,749,903

 

 

$4,125,451

 

Parts

 

 

2,791,626

 

 

 

2,920,045

 

 

 

 

11,541,529

 

 

 

7,045,496

 

Reserve for obsolescence

 

 

(1,264,867)

 

 

(1,555,061)

 

 

$10,276,662

 

 

$5,490,435

 

F-15

Table of Contents

h) Notes Receivable

Notes receivable consisted of secured promissory notes due from New Rise Processing Reno, LLC. The notes were secured by a 20% membership interest in RESC /Renewable Holdings, LLC, and bore interest at a rate of 10.4% per annum and with a maturity date of June 30, 2022. The Notes were repaid in full in June 2022.

i) Prepaid Expenses

Prepaid expenses include amounts paid in advance for certain operational expenses, as well as amounts paid through the issuance of restricted shares of stock for future contractual benefits to be received. These advances are amortized over the life of the contract using the straight-line method.

j) Oil and Gas Properties

 

The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. General and administrative costs related to production and general overhead are expensed as incurred.

 

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method.taxes.

 

Depreciation, depletion and amortization expense utilizing the unit-of-production method for the Company’s oil and gas properties for the years ended December 31, 2019 and 2018 were as follows:

Oil and Gas Properties by Geographical Cost Center

 

 

Years ended,

 

 

 

December 31,

 

Cost Center

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Canada

 

$-

 

 

$21,387

 

United States

 

 

10,936,446

 

 

 

1,623,306

 

 

 

 

 

 

 

 

 

 

 

 

$10,936,446

 

 

$1,644,693

 

h)k) Limitation on Capitalized Costs

 

Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of:

 

(a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

(a)the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

(b)the cost of properties not being amortized; plus

(c)the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of

(d)the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

 

The Company did(b) the cost of properties not recognize an impairment loss onbeing amortized; plus

(c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of

(d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties for the years ended December 31, 2019 and 2018, respectively.properties.

 

F-10

Table of Contents

i)l) Oil and Gas Reserves

 

Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

 

F-16

Table of Contents

j)

m) Investment in Unconsolidated Entity

The Company accounts for its investment in unconsolidated entities under the equity method of accounting when it (i) does not have a controlling financial interest and (ii) has the ability to exercise significant influence over the operating and financial policies of the entity. As described in Note 2, during August 2021 the Company acquired a 60.5% interest in Simson-Maxwell. Pursuant to a shareholder agreement in effect as of September 30, 2021, the Company did not have the ability to control the operating and financial policies of the entity as of such date, and as such has accounted for such ownership under the equity method of accounting. The investment is adjusted for its proportionate share of earnings or losses of the entity.

On October 18, 2021, the shareholder agreement was amended, resulting in Viking obtaining control over Simson-Maxwell. As a result, commencing with the date of the amendment, the Company has included Simson-Maxwell in its consolidation.

n) Accounting for Leases

The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment.

For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms. The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months.

The Company elected the package of practical expedients permitted under the transition guidance for the revised lease standard, which allowed Viking to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases. The Company also elected to account for lease and non-lease components in lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less.

o) Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

F-17

Table of Contents

p) Goodwill

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit.

In 2021, the Company preliminarily recorded goodwill of $252,290 in connection with the October 18, 2021 acquisition of Simson-Maxwell. During the quarter ended September 30, 2022, this amount has been adjusted to nil following the finalization of the acquisition accounting (see Note 5).

q) Intangible Assets

Intangible assets include amounts related to the Company’s license agreement with ESG Clean Energy, LLC, and its investments in Viking Ozone, LLC, Viking Protection Systems, LLC and Viking Sentinel, LLC. Additionally, as part of the acquisition of Simson-Maxwell, the Company identified intangible assets consisting of Simson-Maxwell’s customer relationships and its brand. These intangible assets are described in detail in Note 7.

The intangible assets related to the ESG Clean Energy license and the Simson-Maxwell customer relationships are being amortized on a straight-line basis over 16 years (the remaining life of the related patents) and 10 years, respectively. The other intangible assets are not amortized.

The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable. In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life. If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value.

r) Income (loss) per Share

 

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding and adjusted by any effects of warrants and options outstanding if dilutive, that may add to the number of common shares during the period. Atperiod, if dilutive. For the twelve months ended December 31, 20192022 and 2021, there were approximately 84,554,93917,204,020 and 9,501,305, respectively, common stock equivalents that were anti-dilutive. At December 31, 2018, thereomitted from the calculation of diluted income per share as they were 183,313,800 common stock equivalents that were not dilutive due to the market price being at or lower than the corresponding exercise price.anti-dilutive.

 

k)s) Revenue Recognition

Oil and Gas Revenues

 

Sales of crude oil, natural gas, and natural gas liquids (NGLs) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million BTU (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title. In each case, the time between delivery and when payments are due is not significant.

 

F-18

Table of Contents

The following table disaggregates the Company’s revenue by source for the years ended December 31, 20192022 and 2018:2021:

 

 

Years Ended December 31,

 

 

Years Ended

 

 

2019

 

 

2018

 

 

December 31,

 

 

 

 

 

 

 

2022

 

 

2021

 

Oil

 

$28,572,971

 

$7,777,100

 

 

$2,254,134

 

$25,182,558

 

Natural gas and Natural gas liquids

 

 

6,019,879

 

 

 

190,872

 

Natural gas and natural gas liquids

 

978,970

 

13,995,997

 

Settlement on hedge contracts

 

-

 

(6,896,901)

Well operations

 

 

751,018

 

 

 

1,398,025

 

 

 

 

 

 

 

$3,984,122

 

 

$33,679,679

 

 

$34,592,850

 

 

$7,967,972

 

 

l)Power Generation Revenues

Through its 60.5% ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with emergency power generation capabilities. Simson Maxwell’s derives its revenues as follows:

1.

Sale of power generation units. Simson-Maxwell manufactures and assembles power generation solutions. The solutions may consist of one or more units and are generally customized for each customer. Contracts are required to be executed for each customized solution. The contracts generally require customers to submit non-refundable progress payments for measurable milestones delineated in the contract. The Company considers the completed unit or units to be a single performance obligation for purposes of revenue recognition and recognizes revenue when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer. Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue. Progress payments are recognized as contract liabilities until the completed unit is delivered. Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of the units, which is generally the price stated in the contract. The Company does not allow returns because of the customized nature of the units and does not offer discounts, rebates, or other promotional incentives or allowances to customers. Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods.

At the request of certain customers, the Company will warehouse inventory billed to the customer but not delivered. Unless all revenue recognition criteria have been met, the Company does not recognize revenue on these transactions until the customer takes possession of the product.

2.

Parts Revenue- Simpson Maxwell sells spare parts and replacement parts to its customers. Simson-Maxwell is an authorized parts distributor for a number of national and international power generation manufacturers. The Company considers the purchase orders for parts, which in some cases are governed by master sales agreements, to be the contracts with the customers. For each contract, the Company considers the commitment to transfer products, each of which is distinct, to be the identified performance obligations. Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns. Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue. Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods sold in the consolidated statements of operations. Parts revenues are recognized at the point in time when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

3.

Service and repairs- Simson-Maxwell offers service and repair of various types of power generation systems. Service and repairs are generally performed on customer owned equipment and billed based on labor hours incurred. Each repair is considered a performance obligation. As a result of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. Simson-Maxwell generally uses the cost-to-cost measure of progress for its service work because the customer controls the asset as it is being serviced. Most service and repairs are completed within one or two days.

F-19

Table of Contents

The following table disaggregates Simson-Maxwell’s revenue by source for the twelve months ended December 31, 2022 and the period October 18, 2021 (the date the Company obtained control) to December 31, 2021:

 

 

 

 

 

October 18 to

 

 

 

December 31, 2022

 

 

December 31, 2021

 

Power generation units

 

$4,901,791

 

 

$931,932

 

Parts

 

 

4,098,771

 

 

 

675,145

 

Total units and parts

 

 

9,000,562

 

 

 

1,607,077

 

Service and repairs

 

 

11,053,476

 

 

 

2,701,208

 

 

 

$20,054,038

 

 

$4,308,285

 

 t) Income Taxes

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse.

F-11

Table of Contents

 

The Company recognizes deferred tax assets and liabilities to the extent that we believe that these assets and/or liabilities are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 

In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted accordingly.

 

The Company has estimated net operating losses in excess of $20,000,000 at December 31, 2019. The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. In December 2017, tax legislation was enacted limiting the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable income and eliminating net operating loss carrybacks for losses arising in taxable years ending after December 31, 2017 (though any such tax losses may be carried forward indefinitely). Net operating losses originating in taxable years beginning prior to January 1, 2018 are still subject to former carryover rules. The net operating loss carryforwards generated prior to this date of approximately $11,000,000, will expire between 2019 through 2038.

m)u) Stock-Based Compensation

 

The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

The fair value of stock options and warrants is determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.

 

F-20

Table of Contents

The following table represents stock warrant activity as of and for the year ended December 31, 2019:2022:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual Life

 

 

Aggregate

Intrinsic

Value

 

Warrants Outstanding – December 31, 2018

 

 

54,821,690

 

 

 

0.26

 

 

6.0 years

 

 

 

-

 

Granted

 

 

18,922,500

 

 

 

0.30

 

 

4.9 years

 

 

 

-

 

Exercised

 

 

29,114,251

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/expired/cancelled

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants Outstanding – December 31, 2019

 

 

44,629,939

 

 

$0.26

 

 

5.6 years

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Exercisable – December 31, 2018

 

 

54,821,690

 

 

$0.27

 

 

6.0 years

 

 

$-

 

Outstanding Exercisable – December 31, 2019

 

 

44,629,939

 

 

$0.26

 

 

5.6 years

 

 

$-

 

F-12

Table of Contents

 

 

Number

of Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual Life

 

 

Aggregate

Intrinsic

Value

 

Warrants Outstanding - December 31, 2021

 

 

7,306,854

 

 

 

0.81

 

 

3.90 years

 

 

 

-

 

Granted

 

 

2,320,000

 

 

 

0.02

 

 

4.49 years

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/expired/cancelled

 

 

(367,593

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants Outstanding - December 31, 2022

 

 

9,259,261

 

 

$0.62

 

 

4.03 years

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Exercisable - December 31, 2022

 

 

9,259,261

 

 

$0.62

 

 

4.03 years

 

 

$-

 

 

n)v) Impairment of long-lived assetsLong-lived Assets 

 

The Company, at least annually, is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

 

Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset'sasset’s expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. There is no impairment of long-lived assets during the years ended December 31, 20192022 and 2018.2021.

 

t)w) Accounting for Asset Retirement Obligations

 

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties.

 

F-21

Table of Contents

The following table describes the changes in the Company’s asset retirement obligations for the years ended December 31, 20192022 and 2018:2021: 

 

 

 

Year ended December 31,

2019

 

 

Year ended December 31,

2018

 

 

 

 

 

 

 

 

Asset retirement obligation – beginning

 

$4,413,465

 

 

$3,096,263

 

Oil and gas purchases

 

 

94,796

 

 

 

1,898,019

 

Adjustments through disposals and settlements

 

 

(1,361,106)

 

 

(666,840)

Accretion expense

 

 

391,482

 

 

 

86,023

 

 

 

 

 

 

 

 

 

 

Asset retirement obligation – ending

 

$3,538,637

 

 

$4,413,465

 

 

 

Years Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Asset retirement obligation - beginning

 

$2,111,650

 

 

$6,164,231

 

Oil and gas purchases

 

 

-

 

 

 

-

 

Revisions

 

 

-

 

 

 

-

 

Disposals and settlements

 

 

(239,975)

 

 

(4,661,272)

Accretion expense

 

 

55,521

 

 

 

608,691

 

Asset retirement obligation - ending

 

$1,927,196

 

 

$2,111,650

 

 

u)x) Undistributed Revenues and Royalties

 

The Company records a liability for cash collected from oil and gas sales that have not been distributed. The amounts get distributed in accordance with the working interests of the respective owners.

 

v) Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 “Leases” (ASU 2016-02) and subsequently issued supplemental adoption guidance and clarification (collectively, Topic 842). Topic 842 amends a numbery) Concentration of aspects of lease accounting, including requiring lessees to recognize right-of-use assets and lease liabilities for operating leases with a lease term greater than one year. Topic 842 supersedes Topic 840 “Leases.” On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under Topic 840. We elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases. We also elected to account for lease and non-lease components in our lease agreements as a single lease component in determining lease assets and liabilities. In addition, we elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less. Upon adoption of Topic 842, we recorded $367,365 of right-of-use assets and operating lease liabilities as of January 1, 2019. The adoption did not have a material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows

F-13

Table of Contents

w) Subsequent eventsCredit Risk

 

The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. 

Oil and Gas

The Company’s oil and gas customer base is made up of purchasers of oil and natural gas produced from the Company’s properties. The Company attempts to limit the amount of credit exposure to any one company through procedures that include credit approvals, credit limits and terms.  The Company believes the credit quality of its customer base is high and has evaluated all subsequent events from December 31, 2019, throughnot experienced significant write-offs in its accounts receivable balances.

Power Generation

The Company uses procedures including credit approvals, credit limits and terms to manage its exposure. Additionally, the date of filing this report,Company regularly issues progress billings on longer term orders to mitigate both credit risk and determined there are no additional items to disclose other than those described in Note 10.overall working capital requirements. 

 

Note 3.Business5. Acquisition of Simson-Maxwell

 

Certain Working InterestsEffective August 6, 2021, Viking entered into a Share Purchase Agreement with Simmax Corp., (“Simmax”), Remora EQ LP, (“Remora”), and Simson-Maxwell Ltd., (“Simson”), pursuant to which Viking agreed to purchase 419 Class A Common Shares of Simson from Simmax and 555 Class A Common Shares of Simson from Remora for a total purchase price of CA$3,998,045 (approx. US$3,198,936) (the “Purchase Price”).

Simultaneously, effective August 6, 2021, Viking entered into a Subscription Agreement with Simson (the “Subscription Agreement”), pursuant to which Viking agreed to purchase from Simson 1,462 Class A Common Shares of Simson for a purchase price of CA$6,001,641.58 (approx. US $4,799,009. (the “Subscription Price”).

These acquisitions resulted in TexasViking owning a total of 2,436 Class A Common Shares of Simson, representing approximately 60.5% of the total issued and Louisianaoutstanding shares of Simson.

Also on August 6, 2021, Viking entered into a Unanimous Shareholders Agreement with Simmax, Remora and Simson regarding the ownership and governance of Simson, and pursuant to which Viking shall nominate two members of the Board of Directors of Simson, Simmax shall nominate one member of the Simson Board, Remora shall nominate one member of the Simson Board, and Viking, Remora and Simmax shall jointly nominate the fifth member of the Simson Board.

F-22

Table of Contents

The August 6, 2021 amendment also contained certain provisions that required 2/3rds majority of the Board to vote for changes in the capital budget of the Company, capital expenditures in excess of $250k and other provisions generally considered to be participatory rights, which would preclude Viking from consolidating Simson.

On October 18, 2021, the Company amended the Unanimous Shareholders Agreement with Simmax, Remora and Simson to increase the number of board member to 5 with three board members nominated by Viking and to require two thirds approval of the board of directors only for matters affecting issuance of dilutive shares, dissolution of Simson and other matters that generally would protect non-controlling shareholders.  The changes to the Unanimous Shareholders Agreement on October 18, 2021 rescinded the two thirds Board approval requirement for all matters except those that are protective in nature, at which point, Viking obtained control of Simson.

 

As discusseda result, Simson-Maxwell is included in Note 1,the accompanying consolidated financial statements under the equity method from August 6, 2021 to October 18, 2021 and is consolidated from the effective date (October 18, 2021) of the acquisition. The recorded cost of this acquisition was based upon the fair market value of the assets acquired based on December 28, 2018, the Company, through its subsidiary Ichor Energy, LLC (“Ichor Energy”) completed an acquisition of working interests in certain oil and gas leases in Texas and Louisiana.independent valuation.

 

The total value of the consideration given representing the full purchase price of the working interests in these certain oil and gas leases in Texas and Louisiana, is calculatedwas determined as follows:

 

Total Consideration Given

 

 

 

 

 

 

 

Cash consideration

 

$3,701,698

 

Term loan - net

 

 

61,528,602

 

Fair value of Ichor Energy Warrants

 

 

180,744

 

Accrued obligation

 

 

330,314

 

Note payable Seller

 

 

23,777,948

 

 

 

 

 

 

 

 

$89,519,306

 

 

 

 

 

 

Provisional Fair Value of Assets and Liabilities

 

 

 

 

 

 

 

 

 

Oil and Gas Properties

 

$91,189,272

 

Asset retirement obligations assumed

 

 

(1,669,966)

 

 

 

 

 

 

 

$89,519,306

 

Cash consideration - August 6, 2021

 

$7,958,159

 

Equity in earnings (losses) through October 18, 2021

 

 

(178,942)

 

 

 

 

 

Total value of consideration given - October 18, 2021

 

$7,779,217

 

 

The  accrued obligationfair values of $330,314 is includedassets acquired and liabilities assumed in accrued expenses at December 31, 2018.

F-14

Table of Contents

Proforma unaudited condensed selected financial data for the year ended December 31, 2018 as thoughconnection with this acquisition had taken place at January 1, 2018 are as follows:

 

 

 

Year Ended December 31,

2018

 

 

 

 

 

Revenues

 

$49,664,112

 

 

 

 

 

 

Net Loss (excludes unrealized gains / losses)

 

$1,441,930

 

 

 

 

 

 

Loss per share

 

$0.02

 

Total Purchase Price

 

$7,779,217

 

 

 

 

 

 

Fair Value of Assets and Liabilities including the recognition of a 39.5% noncontrolling interest

 

 

 

 

Cash

 

$5,668,384

 

Accounts receivable

 

 

7,559,748

 

Inventory

 

 

5,819,612

 

Prepaid expenses

 

 

288,032

 

Fixed assets

 

 

1,816,730

 

Identifiable intangible assets

 

 

3,908,126

 

Accounts payable

 

 

(5,475,967)

Accrued expenses and other liabilities

 

 

(948,669)

Bank credit facility

 

 

(4,007,971)

Related party liabilities - net

 

 

(422,682)

Promissory notes payable

 

 

(1,344,599)

Noncontrolling interest recognized at fair value acquisition

 

 

(5,081,527)

Total fair value of acquisition

 

 

7,779,217

 

F-23

Table of Contents

 

Note 4.6. Oil and Gas Properties

 

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year ended December 31, 2019:2022:

 

 

 

December 31, 2018

 

 

Adjustments

 

 

Impairments

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved developed producing oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

Canada cost center

 

$-

 

 

$-

 

 

$-

 

 

$-

 

United States cost center

 

 

81,936,721

 

 

 

(5,403,736)

 

 

-

 

 

 

76,532,985

 

Accumulated depreciation, depletion and amortization

 

 

(604,735)

 

 

(7,003,809)

 

 

-

 

 

 

(7,608,544)

Proved developed producing oil and gas properties, net

 

$81,331,986

 

 

$(12,407,545)

 

$-

 

 

$68,924,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undeveloped and non-producing oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada cost center

 

$-

 

 

$-

 

 

$-

 

 

$-

 

United States cost center

 

 

51,973,719

 

 

 

4,194,709

 

 

 

-

 

 

 

56,168,428

 

Accumulated depreciation, depletion and amortization

 

 

(1,480,813)

 

 

(3,869,940)

 

 

-

 

 

 

(5,350,753)

Undeveloped and non-producing oil and gas properties, net

 

$50,492,906

 

 

$324,769

 

 

$-

 

 

$50,817,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Oil and Gas Properties, Net

 

$131,824,892

 

 

$(12,082,776)

 

$-

 

 

$119,742,116

 

F-15

Table of Contents

 

 

December 31,

 

 

 

 

 

 

 

 

December 31,

 

 

 

2021

 

 

Adjustments

 

 

Impairments

 

 

2022

 

Proved developed producing oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

United States cost center

 

$17,416,106

 

 

$(13,543,618)

 

$-

 

 

$3,872,488

 

Accumulated depreciation, depletion and amortization

 

 

(10,806,908)

 

 

8,003,533

 

 

 

-

 

 

 

(2,803,375) )

Proved developed producing oil and gas properties, net

 

$6,609,198

 

 

$(5,540,085)

 

$-

 

 

$1,069,113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undeveloped and non-producing oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States cost center

 

 

22,082,329

 

 

 

(21,297,027)

 

 

-

 

 

 

785,302

 

Accumulated depreciation, depletion and amortization

 

 

(13,865,956)

 

 

1,3297,459

 

 

 

-

 

 

 

(568,497)

Undeveloped and non-producing oil and gas properties, net

 

$8,216,373

 

 

$(7,999,568)

 

$-

 

 

$216,805

 

Total Oil and Gas Properties, Net

 

$14,825,571

 

 

$(13,539,653)

 

$-

 

 

$1,285,918

 

 

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year ended December 31, 2018:2021:

 

 

December 31, 2017

 

 

Adjustments

 

 

Impairments

 

 

December 31, 2018

 

 

December 31,

 

 

 

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

Adjustments

 

 

Impairments

 

 

2021

 

Proved developed producing oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada cost center

 

$23,279

 

$(23,279)

 

$-

 

$-

 

United States cost center

 

12,513,088

 

69,423,633

 

-

 

81,936,721

 

 

$81,352,074

 

$(63,935,968)

 

$-

 

$17,416,106

 

Accumulated depreciation, depletion and amortization

 

 

(235,226)

 

 

(369,509)

 

 

-

 

 

 

(604,735)

 

 

(16,648,321)

 

 

5,841,413

 

 

 

-

 

 

 

(10,806,908)

Proved developed producing oil and gas properties, net

 

$12,301,141

 

$69,030,845

 

$-

 

$81,331,986

 

 

$64,703,753

 

$(58,094,555)

 

$-

 

$6,609,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undeveloped and non-producing oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada cost center

 

$382,935

 

$(382,935)

 

$-

 

$-

 

United States cost center

 

26,851,244

 

25,122,475

 

-

 

51,973,719

 

 

47,209,269

 

(25,126,940)

 

-

 

22,082,329

 

Accumulated depreciation, depletion and amortization

 

 

(374,545)

 

 

(1,106,268)

 

 

-

 

 

 

(1,480,813)

 

 

(9,756,586)

 

 

(4,109,370)

 

 

-

 

 

 

(13,865,956)

Undeveloped and non-producing oil and gas properties, net

 

$26,859,634

 

 

$23,633,272

 

 

$-

 

 

$50,492,906

 

 

$37,452,683

 

$(29,236,310)

 

$-

 

$8,216,373

 

 

 

 

 

 

 

 

 

 

Total Oil and Gas Properties, Net

 

$39,160,775

 

 

$92,664,117

 

 

$-

 

 

$131,824,892

 

 

$102,156,436

 

 

$(87,330,865)

 

$-

 

 

$14,825,571

 

Note 7. Intangible Assets

ESG Clean Energy License

The Company’s intangible assets include costs associated with securing in August 2021 an Exclusive Intellectual Property License Agreement with ESG Clean Energy, LLC (“ESG”), pursuant to which the Company received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates.

F-24

Table of Contents

In consideration of the licenses, the Company paid an up-front royalty of $1,500,000 and the Company was obligated to make additional royalty payments as follows: (i) an additional $1,500,000 on or before January 31, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election; (ii) an additional $2,000,000 on or before April 20, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election; and (iii) continuing royalties of not more than 15% of the net revenues of Viking generated using the intellectual property, with the continuing royalty percentage to be jointly determined by the parties collaboratively based on the parties’ development of realistic cashflow models resulting from initial projects utilizing the intellectual property, and with the parties utilizing mediation if they cannot jointly agree to the continuing royalty percentage.

With respect to the payments noted in (i) and (ii) above, totaling $3,500,000, on or about November 22, 2021, the Company paid $500,000 to or on behalf of ESG and ESG elected to accept $2,750,000 in shares of Viking’s common stock at the applicable conversion price, resulting in 6,942,691 shares, leaving a balance owing by Viking of $250,000 which was paid by Viking in January 2022.  

Viking’s exclusivity with respect to Canada shall terminate if minimum continuing royalty payments to ESG are not at least equal to the following minimum payments based on the date that ESG first begins capturing carbon dioxide and selling for commercial purposes one or more commodities from a system installed and operated by ESG using the Intellectual Property (the “Trigger Date”):

 

 

Minimum Payments

 

Years from the Trigger Date:

 

For Year Ended

 

Year two

 

$500,000

 

Year three

 

 

750,000

 

Year four

 

 

1,250,000

 

Year five

 

 

1,750,000

 

Year six

 

 

2,250,000

 

Year seven

 

 

2,750,000

 

Year eight

 

 

3,250,000

 

Year nine and after

 

 

3,250,000

 

The Company's management believes that the Trigger Date could occur as early as the third quarter of 2023 but there is no assurance that it will occur at that or any time.

If the continuing royalty percentage is adjusted jointly by the parties downward from the maximum of 15%, then the minimum continuing royalty payments for any given year from the Trigger Date shall also be adjusted downward proportionally.

The Company recognized amortization expense of $308,694 for the year ended December 31, 2022. The estimated future amortization expense for each of the next five years is $304,465 per year.

The ESG Clean Energy intangible asset consisted of the following at December 31, 2022 and 2021:

 

 

Years Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

ESG Clean Energy License

 

$5,000,000

 

 

$5,000,000

 

Accumulated amortization

 

 

(422,869)

 

 

(114,175)

 

 

$4,577,131

 

 

$4,885,825

 

Simson-Maxwell - Customer Relationships and Brand

On October 18, 2021, the Company completed the acquisition of Simson-Maxwell, and allocated a portion of the purchase price to Customer Relationships with a fair value of $1,677,453 and an estimated useful life of 10 years, and the Simmax Brand with a fair value of $2,230,673 and an indefinite useful life.

F-25

Table of Contents

The Company recognized amortization expense for the Customer Relationship intangible of $167,745 for the year ended December 31, 2022. The estimated future amortization expense for each of the next five years is $167,745 per year.

The Company periodically reviews the fair value of the Customer Relationships and Brand to determine if an impairment charge should be recognized. For the year ended December 31, 2022 the Company recorded an impairment charge of $83,865 and $367,907, respectively, related to these assets.

The Other intangibles - Simson-Maxwell consisted of the following at December 31, 2022 and December 31, 2021:

 

 

Years Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Simmax Brand

 

$2,230,673

 

 

$2,230,673

 

Customer Relationships

 

 

1,677,453

 

 

 

1,677,453

 

Impairment of intangible assets

 

 

(451,772)

 

 

-

 

Accumulated amortization

 

 

(201,754)

 

 

(34,009)

 

 

$3,254,600

 

 

$3,874,117

 

Medical Waste Disposal System

Choppy:

 

On January 12, 2018,18, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units, representing 51%, of Viking Ozone , from Choppy Group LLC, a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold, and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold. Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”), and on or about January 14, 2022, Choppy was issued all 100 units of Viking Ozone in consideration of Choppy’s assignment to Viking Ozone of all of Choppy’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with the System, and specifically the invention entitled “Multi-Chamber Medical Waste Ozone-Based Treatment Systems and Methods (Docket No. RAS-101A) and related patent application. On January 18, 2022 Viking acquired 51 units (51%) of Viking Ozone from Choppy with Choppy retaining the remaining 49 units (49%) of Viking Ozone, and Viking issued 3,333,333 shares of Viking common stock to Choppy. Viking and Choppy then entered into an Operating Agreement on January 18, 2022 governing the operation of Viking Ozone. Based on the closing price of the Company’s stock on the January 18, 2022, the fair value was approximately $2,000,000. The Company through Mid-Con Drilling, closed on an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Kansas. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties. To facilitate this transaction, the Company, through Mid-Con Drilling, executed a Promissory Note, dated January 12, 2018, in favor of Cornerstone Bank in the amount of $366,000. The acquisition price for this acquisition was $480,000.

Effective February 1, 2018, the Company, through Mid-Con Drilling, closed ondetermined the acquisition of a working51% interest in Viking Ozone was the acquisition of and initial consolidation of a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas.VIE that is not a business. The acquisition price was $50,000.recorded as follows:

Purchase Price:

 

 

 

Fair value of stock at closing

 

$2,000,000

 

Fair value of contingent consideration

 

 

495,868

 

Total consideration

 

$2,495,868

 

 

 

 

 

 

Purchase Price Allocation:

 

 

 

 

Intangible asset - IP

 

$4,916,057

 

Non-controlling interest

 

 

(2,420,189)

Viking ownership interest

 

$2,495,868

 

F-26

Table of Contents

Open Conductor Detection Technologies

 

During November, 2018,Virga:

On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units, representing 51% of Viking Sentinel, from Virga Systems LLC, a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga. Viking Sentinel was formed on or about January 31, 2022, and Virga was issued all 100 units of Viking Sentinel in consideration of Virga’s assignment to Viking Sentinel of all of Virga’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an end of line protection with trip signal engaging for distribution system, and related patent application(s). On February 9, 2022 Viking acquired 51 units (51%) of Viking Sentinel from Virga with Virga retaining the remaining 49 units (49%) of Viking Sentinel, and Viking issued 416,667 shares of Viking common stock to Virga. Viking and Virga then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Sentinel. The Company created, Ichor Energy Holdings, LLC, (a Nevada Limited Liability Company), Ichor Energy, LLC (a Nevada Limited Liability Company), Ichor Energy (TX), LLC (a Texas Limited Liability company), and Ichor Energy (LA), LLC (a Louisiana Limited Liability Company) to facilitatedetermined the acquisition of a 51% interest in Viking Sentinel was the acquisition and ownershipinitial consolidation of certain oil and gas leases in Texas and Louisiana.a VIE that is not a business. The acquisition closed on December 28, 2018, and in connection therewith: (i) Ichor Energy (LA), LLC, a wholly-owned subsidiary of Ichor Energy, acquired all of the purchased assets located in Louisiana; and (ii) Ichor Energy (TX), LLC, a wholly-owned subsidiary of Ichor Energy, acquired all of the purchased assets located in Texas.was recorded as follows:

Purchase Price:

 

 

 

Fair value of stock at closing

 

$233,334

 

Total consideration

 

$233,334

 

 

 

 

 

 

Purchase Price Allocation:

 

 

 

 

Intangible asset - IP

 

$457,518

 

Non-controlling interest

 

 

(224,184)

Viking ownership interest

 

$233,334

 

Jedda:

 

To facilitateOn February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units (the “Units”), representing 51% of Viking Protection Systems, LLC (“Viking Protection”), from Jedda Holdings LLC (“Jedda”). In consideration for the above-noted acquisition, the Company executedUnits, Viking agreed to issue to Jedda, shares of a Security and Pledge Agreement alongnew class of Convertible Preferred Stock of Viking with a $23,777,948 Promissory Note in favorface value of the seller, and caused Ichor Energy Holdings and Ichor Energy Holdings’ wholly-owned subsidiary, Ichor Energy,$10,000 per share (the “Preferred Shares”), or pay cash to enter into a Term Loan Credit Agreement dated December 28, 2018, with ABC Funding LLC,Jedda, if applicable, as administrative agent for various lenders the “Term Loan”).follows:

 

No.

 

 

Purchase Price*

 

 

When Due

 

No. of VKIN Pref. Shares

 

 

Conversion Price

 

 

No. of Underlying VKIN Common Shares

 

 

Estimated Revenues if Sales Target Achieved**

 

1

 

 

$

250,000

 

 

On closing

 

 

N/A

 

 

$

0.60

 

 

 

416,667

 

 

 

N/A

 

2

 

 

$

4,750,000

 

 

On closing

 

 

475

 

 

$

0.60

 

 

 

7,916,667

 

 

 

N/A

 

3

 

 

$

1,000,000

 

 

Upon the sale of 10k units

 

 

100

 

 

$

0.75

 

 

 

1,333,333

 

 

$

50,000,000

 

4

 

 

$

2,000,000

 

 

Upon the sale of 20k units

 

 

200

 

 

$

1.00

 

 

 

2,000,000

 

 

$

100,000,000

 

5

 

 

$

3,000,000

 

 

Upon the sale of 30k units

 

 

300

 

 

$

1.25

 

 

 

2,400,000

 

 

$

150,000,000

 

6

 

 

$

4,000,000

 

 

Upon the sale of 50k units

 

 

400

 

 

$

1.50

 

 

 

2,666,667

 

 

$

250,000,000

 

7

 

 

$

6,000,000

 

 

Upon the sale of 100k units

 

 

600

 

 

$

2.00

 

 

 

3,000,000

 

 

$

500,000,000

 

Total

 

 

$

21,000,000

 

 

 

 

 

2,075

 

 

$

0.94(avg.)

 

 

19,733,334

 

 

$

500,000,000

 

___________ 

*

F-16

The $5 million due on closing was payable solely in stock of Viking. All other payments, if the subject sales targets are met, are payable in cash or in shares of convertible preferred stock of Viking, at the seller’s option.

 

**

These are estimates only. There is no guarantee any sales targets will be reached.

F-27

Table of Contents

 

Notwithstanding the above, Viking shall not effect any conversion of any Preferred Shares, and Jedda shall not have the right to convert any Preferred Shares, to the extent that after giving effect to the conversion, Jedda (together with Jedda’s affiliates, and any persons acting as a group together with Jedda or any of Jedda’s affiliates) would beneficially own in excess of 4.99% of the number of shares of the Viking Common Stock outstanding immediately after giving effect to the issuance of shares of Viking Common Stock issuable upon conversion of the Preferred Share(s) by Jedda. Jedda, upon not less than 61 days’ prior notice to Viking, may increase or decrease the beneficial ownership limitation, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of Viking Common Stock outstanding immediately after giving effect to the issuance of shares of Viking Common Stock upon conversion of the Preferred Share(s) held by Jedda and the beneficial ownership limitation provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to Viking.

Viking Protection was formed on or about January 31, 2022, and Jedda was issued all 100 units of Viking Protection in consideration of Jedda’s assignment to Viking Protection of all of Jedda’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric transmission ground fault prevention trip signal engaging system, and related patent application(s). On December 28, 2018,February 9, 2022 Viking acquired 51 units (51%) of Viking Protection from Jedda with Jedda retaining the Company, through oneremaining 49 units (49%) of its subsidiaries, Ichor Energy LLC,Viking Protection, and Viking issued the 475 Preferred Shares to Jedda. Viking and Jedda then entered into a Term Loan Creditan Operating Agreement with various lenders represented by ABC Funding, LLC as administrative agent. The agreement provides for a total loan amount of $63,592,000, bearing interest at a rate per annum equal to the greater of (i) a floating rate of interest equal to 10% plus LIBOR, and (ii) a fixed rate of interest equal to 12%, payable monthly on the last day of each calendar month, commencing January 31, 2019. Principal payments shall be made quarterly at 1.25% of the initial loan amount, commencing on the last business day of the fiscal quarter ending June 30, 2019. Cash generated fromFebruary 9, 2022 governing the operation of these assetsViking Protection. The Company determined the acquisition of a 51% interest in Viking Protection was the acquisition and initial consolidation of a VIE that is restrictednot a business. The acquisition was recorded as follows:

Purchase Price:

 

 

 

Fair value of stock at closing

 

$4,433,334

 

Fair value of contingent consideration

 

 

939,889

 

Total consideration

 

$5,373,223

 

 

 

 

 

 

Purchase Price Allocation:

 

 

 

 

Intangible asset - IP

 

$10,059,765

 

Non-controlling interest

 

 

(4,686,542)

Viking ownership interest

 

$5,373,223

 

The Company consolidates any VIEs in which it holds a variable interest and is the primary beneficiary. Generally, a VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to lease operating expenses,permit the paymententity to finance its activities without additional subordinated financial support; (b) as a group the holders of debt servicethe equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the Term Loan, approximately $12,000,000entity that has (a) the power to direct the activities of oilthe VIE that most significantly impact the VIE’s economic performance, and gas development projects approved by(b) the lender, and distributionsobligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company has determined that it is the primary beneficiary of $65,000 per month for generalthree VIEs, Viking Ozone, Viking Sentinel and administrative expenses,Viking Protection, and a quarterly tax distribution atconsolidates the current statutory rates. On a quarterly basis, commencing with the quarter ended June 30, 2019, after appropriate distributions to the Company, any cash in excessfinancial results of $2,000,000 plus unfunded approved development projects will be swept by the lenderthese entities, as an additional principal payment on the debt. To the extent not previously paid, all loans under the Loan Agreement shall be due and payable on the December 28, 2023 (the Maturity Date).follows:

 

 

Viking

 

 

Viking

 

 

Viking

 

 

 

 

 

 

Ozone

 

 

Sentinel

 

 

Protection

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible asset - IP

 

$

4,916,057

 

 

$

457,518

 

 

$

10,059,765

 

 

$

15,433,340

 

Non-controlling interest

 

 

(2,420,189

)

 

 

(224,184

)

 

 

(4,686,542

)

 

 

(7,330,915

)

Viking ownership interest

 

$

2,495,868

 

 

$

233,334

 

 

$

5,373,223

 

 

$

8,102,425

 

F-28

Table of Contents

 

Note 5.8. Related Party Transactions

 

The Company’s CEO and director, James Doris, has incurred expenses on behalf of, and made advancesrenders professional services to the Company in order to providethrough AGD Advisory Group, Inc., an affiliate of Mr. Doris’s. During each of the years ended December 31, 2022 and 2021, the Company with fundspaid or accrued $360,000 in fees to carry on its operations. Additionally, Mr. Doris has made several loans through promissory notes to the Company, all accruing interest at 12%, and payable on demand.AGD Advisory Group, Inc. As of  December 31, 20192022 and 2018,2021, the total amount due to Mr. Doris for these loans is $590,555AGD Advisory Group, Inc. was $370,000 and $395,555, respectively. Accrued interest of $102,505$270,000, respectively, and $78,116 is included in accrued expenses and other current liabilities at December 31, 2019 and 2018, respectively,accounts payable.

 

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr. McVicar’s. During the year ended December 31, 2022, the Company paid or accrued $140,000 in fees to 1508586 Alberta Ltd. There were no amounts due to 1508586 Alberta Ltd. at December 31, 2022.

The Company’s former CFO, Frank W. Barker, Jr., rendersrendered professional services to the Company through FWB Consulting, Inc., an affiliate of Mr. Barker’s. During the years ended December 31, 2022 and 2021, the Company paid or accrued $130,000 and $120,000, respectively, in fees to FWB Consulting, Inc. As of December 31, 2019,2022 and 2018,2021, the total amount due to FWB Consulting, Inc. is $184,468was $nil and $114,468,$341,968, respectively, and is included in accounts payable.

 

Due to Camber Energy, Inc.

During 2022 and 2021, Camber Energy, Inc. made various cash advances to the Company.  The advances are non-interest bearing and stipulate no repayment terms or restrictions.  Camber owns 63% of the Company but does not have a controlling financial interest.  As of December 31, 2022 and 2021, the amounts due to Camber aggregated $6,572,300 and $4,100,000, respectively. 

Simson-Maxwell

At the time of acquisition, Simson-Maxwell had several amounts due to/due from related parties and notes payable to certain employees, officers, family members and entities owned or controlled by such individuals. The Company assumed these balances and loan agreements in connection with the acquisition.

The balance of amounts due to and due from related parties as of December 31, 2022 and 2021 are as follows:

Related Party

 

Due from related party

 

 

Due to related party

 

 

Net due (to) from

 

December 31, 2022

 

 

 

 

 

 

 

 

 

Simmax Corp. & majority owner

 

$327,132

 

 

$(629,073)

 

$(301,941)

Adco Power Ltd.

 

 

-

 

 

 

-

 

 

 

-

 

 

 

$327,132

 

 

$(629,073)

 

$301,941)

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Simmax Corp. & majority owner

 

$1,913,786

 

 

$(1,858,405)

 

$55,381

 

Adco Power Ltd.

 

 

2,921,367

 

 

 

(3,011,615)

 

 

(90,248)

 

 

$4,835,153

 

 

$(4,870,020)

 

$(34,867)

Simmax Corp. owns a 17% non-controlling interest in Simson-Maxwell and is majority owned by a Director of Simson-Maxwell. Adco Power Ltd., an industrial, electrical and mechanical construction company, is a wholly owned subsidiary of Simmax Corp., and conducts business with Simson-Maxwell.

During the year ended December 31, 2022, Simson-Maxwell recorded sales to and purchases from Adco Power Ltd. in the amount of $293,497 and $109,278, respectively. For the period October 18 to December 31, 2021, Simson-Maxwell recorded sales to and purchases from Adco Power Ltd. in the amount of $28,900 and nil, respectively.

F-29

Table of Contents

The notes payable to related parties as of December 31, 2022 and 2021 are as follows:

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Total notes payable to related parties

 

$684,069

 

 

$788,920

 

Less current portion of notes payable - related parties

 

 

(56,916)

 

 

(64,418)

Notes payable - related parties, net of current portion

 

$627,153

 

 

$724,502

 

Note 6.Capital Stock and Additional Paid-in Capital9. Noncontrolling Interest

 

(a) Preferred StockAs described in Note 5, on October 18, 2021, the Company acquired 60.5% of Simson-Maxwell. At the time of the acquisition, the fair value of the noncontrolling interest was independently determined by a valuation specialist.

The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for the year ended December 31, 2022:

Noncontrolling interest - January 1, 2022

 

$4,609,271

 

 

 

 

 

 

Transfers to the noncontrolling interest

 

 

 

 

Recognition of noncontrolling interest at fair value

 

 

167,254

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

 

(1,762,529)

 

 

 

 

 

Noncontrolling interest - December 31, 2022

 

$3,013,996

 

As described in Note 7, during January and February 2022, the Company acquired a 51% interest in Viking Ozone, Viking Sentinel and Viking Protection, all of which have been identified as variable interest entities.

The following discloses the effects of the Company’s ownership interest in these three entities in the aggregate, and on the Company’s equity for the year ended December 31, 2022:

Noncontrolling interest - January 1, 2022

 

$-

 

 

 

 

 

 

Transfers to the noncontrolling interest

 

 

 

 

Recognition of noncontrolling interest at fair value

 

 

7,330,915

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

 

(168,401)

 

 

 

 

 

Noncontrolling interest - December 31, 2022

 

$7,162,514

 

F-30

Table of Contents

Note 10.Equity

 

The Company is authorized to issue 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which.

Preferred Stock - Series C

The Company has designated 50,000 have been designatedpreferred shares as Series C Preferred Stock (the “Series C Preferred Stock”). As of December 31, 2022 there were 28,092 shares of Series C Preferred Stock issued and outstanding, all of which are held by the Company’s CEO, James Doris. Pursuant to the amended Certification of Designation of the Series C Preferred Stock, as amended (and pursuant to a Certificate of Correction to the Certificate of Designation of the Series C Preferred Stock filed with the State of Nevada on September 5, 2019,or about January 20, 2022), (i) the holders of the Series C Preferred Stock have no voting rights until the later of July 1, 2022, or the date on which Camber is no longer entitled to own at least 51% of the outstanding shares of Viking’s common stock (the “Voting Trigger Date”); and (ii) each share of Series C Preferred Stock is only convertible into one share of common stock, except that upon any business combination of Viking and Camber whereby Camber acquires substantially all of the outstanding assets or common stock of Viking (a “Combination”), the Series C Preferred Stock would convert into the greater of (A) 25,000,000 common shares of Camber (or a number of preferred shares of Camber convertible into that number of common shares of Camber), or (B) that number of common shares of Camber that 25,000,000 shares of Viking common stock at that time would be convertible or exchange into in the Combination (or a number of preferred shares of Camber convertible into such number of common shares of Camber). After the Voting Trigger Date, which has now passed, each share of Series C Preferred Stock entitles the holder thereof to 32,50037,500 votes on all matters submitted to the vote of the stockholders of the Company.

Preferred Stock - Series E

On February 14, 2022, the Company filed an amendment to its Articles of Incorporation to designate 2,075 of its authorized preferred shares as Series E Convertible Preferred Stock (the “Series E Preferred Stock”), with a par value of $0.001 per share and a stated value equal to $10,000. The holders of the Series E Preferred Stock have voting rights equal to one vote per share. Each share of the Series CE Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance at various conversion prices and subject to certain milestone achievements associated with the acquisition of such share, at the office51% of the Company or any transfer agent for such stock, into one shareViking Protection as described in Note 8. As of fully paidDecember 31, 2022 there were 475 shares of Series E Preferred Stock issued and non-assessable common stock.outstanding. 

 

(b) Common Stock

 

On NovemberJanuary 5, 2018,2021 the Company amended its Articlesfiled a Certificate of IncorporationAmendment with the Secretary of State of the State of Nevada to increaseeffect a reverse split of the numberCompany’s common stock at a ratio of 1-for-9 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each nine (9) pre-split shares of common stock outstanding were automatically combined into one (1) new share of common stock. Unless otherwise stated, all share and per shares numbers in this Annual Report on Form 10-K have been adjusted to reflect the Company is authorized to issue from 100,000,000 to 500,000,000.Reverse Stock Split.

 

During the year ended December 31, 2018,2022, the Company issued the shares of its common stock as follow:follows:

 

 

·

11,447,0003,333,333 shares of common stock issued for purchase of VIE interest valued at fair value on the date of the transactions, totaling $2,000,000.

·

416,667 shares of common stock issued for purchase of VIE interest valued at fair value on the date of the transaction totaling $250,000.

During the year ended December 31, 2021, the Company issued shares of its common stock as follows:

·

1,722,510 shares of common stock issued for services valued at fair value on the date of the transactions, totaling $1,220,022.

·

169,336 shares of common stock issued as discount on debt discount valued at fair market value on the date of eachthe transaction totaling $2,478,533.$141,321.

 

250,000

·

16,153,846 shares of common stock issued pursuant to a subscription agreement for $18,900,000 (see Note 1)

·

27,500,000 shares of common stock issued pursuant to a Securities Purchase Agreement for $11,000,000 (see Note 1)

F-31

Table of Contents

·

5,237,871 shares of common stock issued in settlement of debt and short-term borrowings, valued at fair value on the date of the transaction totaling $7,762,997, and resulting in a loss on financing settlements of $3,834,593.

·

950,000 shares of common stock issued as prepaid equity-based compensation, totaling $1,187,500.

·

857,985 shares of common stock issued to purchase certain notes receivable from Simson-Maxwell Ltd., held by related parties valued at fair market value aton the date of the transaction totaling $55,000.$534,353 resulting in a loss on financing settlements of $13,504

 

6,305,297 shares of common stock issued for services valued at the fair market value on the date of each transaction totaling $1,462,997

 

·

75,0006,942,691 shares of common stock with a fair value of $5,515,968, issued in satisfaction of $2,750,000 of license obligation payments associated with the purchase of the ESG Clean Energy license at a debt conversion valued at $0.20contractually stipulated rate of $0.396 per share or $15,000.

563,738 shares of common stock issued pursuant to a cashless exercise of warrants valued at fair market value on the date of exercise.

 

During the year ended December 31, 2019, the Company issued the shares of its common stock as follow:

6,181,133 shares of common stock issued for services valued at the fair market value on the date of each transaction totaling $783,782.

3,650,046 shares of common stock issued to satisfy accrued interest valued at fair market value at the date of the transaction, totaling $620,508.

19,006,350 shares of common stock issued pursuant to a warrant exercise for the reduction of debt in the amount of $1,900,635.

2,410,000 shares of common stock issued pursuant to the exercise of warrants in the amount of $241,000.

1,961,755 shares of common stock issued pursuant to cashless exercise of warrants

F-17

Table of Contents

 

Note 7. Long Term11. Long-Term Debt and other short-term borrowingsOther Short-Term Borrowings

 

Long term debt and other short-term borrowings consisted of the following at December 31, 20192022 and December 31, 2018:2021:

 

 

December 31,

2019

 

December 31,

2018

 

Long-term debt:

 

During June through December of 2018, the Company borrowed $9,459,750 from private lenders, and exchanged $5,514,000 of amounts due lenders from prior borrowings as well as $191,250 in accrued interest, pursuant to a 10% Secured Promissory Note with 50% of the principal convertible into the Company’s common stock at $0.20 per share, all principal and accrued interest payable on the initial maturity date of August 31, 2019. Concurrently, the Company issued the Note holders 11,373,750 warrants (5-year term and an exercise price of $0.20 per share). On August 31, 2019, the Company, pursuant to the terms of the notes, elected to extend the maturity date to August 31, 2020, by increasing the interest rate to 12%, and issuing the Note holders an additional 115,000 warrants (5-year term and an exercise price of $0.20 per share) for every $100,000 invested, resulting in an additional 17,422,500 new warrants. The fair value of all these warrants was recorded as a debt discount and amortized over the life of the notes. The balance shown is net of unamortized discount of $2,086,008 at December 31, 2019 and $5,981,012 at December 31, 2018. A majority of these lenders are also Viking shareholders.

 

11,163,357

 

9,168,988

 

On June 13, 2018, the Company borrowed $12,400,000 pursuant to a revolving line of credit facility with a maximum principal amount of $30,000,000 from Crossfirst Bank, bearing interest 1.5% above a base rate equal to the prime rate of interest published by the Wall Street Journal, interest only for June and July of 2018, at which time Principal is payable at $100,000 monthly through the maturity date of May 10, 2021, at which time all remaining unpaid principal and accrued interest shall be due. The balance shown is net of unamortized discount of $34,411 at December 31, 2019 and $103,421 at December 31, 2018

 

7,655,589

 

11,728,911

 

On December 28, 2018, to facilitate the acquisition of certain oil and gas assets, the Company, through one of its subsidiaries, Ichor Energy LLC, entered into a Term Loan Credit Agreement with various lenders represented by ABC Funding, LLC as administrative agent. The agreement provides for a total loan amount of $63,592,000, bearing interest at a rate per annum equal to the greater of (i) a floating rate of interest equal to 10% plus LIBOR, and (ii) a fixed rate of interest equal to 12%, payable monthly on the last day of each calendar month, commencing January 31, 2019. Principal payments are made quarterly at 1.25% of the initial loan amount, commencing on the last business day of the fiscal quarter ending June 30, 2019. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019, Ichor Energy, LLC is required to pay, as an additional principal payment on the debt, any cash in excess of the MLR and the APOD Capex Amount. To the extent not previously paid, all loans under the Loan Agreement shall be due and payable on the December 28, 2023 (the Maturity Date). The loan agreement contains prepayment penalties through December 28, 2021 and “make-whole” obligations through December 28, 2020.  In addition, at maturity (or sooner under certain circumstances which include prepayment of the loan or sale of Ichor Energy, LLC) the lenders will receive a payment approximating 5% of the fair value of Ichor Energy, LLC at that time; such amount is not estimable. The balance shown is net of unamortized discount of $3,507,364 at December 31, 2019 and $4,385,408 at December 31, 2018.

 

53,699,940

 

59,206,592

December 31,

2022

December 31,

2021

 

On December 28, 2018, the Company issued a 10% secured promissory note in the amount of $23,777,948, payable to RPM Investments, secured by 100% of the membership interests of Ichor Energy Holdings, LLC. All accrued interest and unpaid principal are due on the earlier of (i) the date the Company or one of its affiliates completes an acquisition with one or more of the sellers for a purchase price equal to or greater than $50,000,000 or (ii) January 31, 2020. As described in Note 10, Subsequent Events, this note was extinguished on February 3, 2020 in connection with an acquisition of oil and gas interests and exchanged for a new note in the amount of approximately $20.869 million with a maturity date of June 1, 2021. As a result, the balance of this note at December 31, 2019 has been classified as non-current.

 

23,777,948

 

23,777,948

 

On February14, 2019, the Company executed a promissory note payable to CrossFirst Bank in the amount of $56,760 for the purchase of transportation equipment, bearing interest at 7.15%, payable in 60 installments of $1,130, with a maturity date of February 14, 2024.

 

48,658

 

-

 

On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Petroleum, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $2,241,758, bearing interest at 6%, payable interest only for the first year, then payable in 59 installments of $43,438, with a final payment due on a maturity date of July 24, 2025. The balance shown is net of unamortized discount of $26,538 at December 31, 2019.

 

2,215,221

 

-

 

On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Drilling, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $1,109,341, bearing interest at 6%, payable interest only for the first year, then payable in 59 installments of $21,495, with a final payment due on a maturity date of July 24, 2025. The balance shown is net of unamortized discount of $26,464 at December 31, 2019.

 

1,032,215

 

-

  

 

99,592,928

 

103,882,439

 

 

Other short-term borrowings:

 

On September 30, 2019, the Company received $910,000 under an agreement that requires the Company to make 28 weekly payments aggregating $1,237,600 through April 13, 2020. On December 23, 2019, the Company received an additional $242,750 under a replacement agreement that requires the Company to make 25 weekly payments aggregating $1,620,000 through June 15, 2020. The agreement provides discounts for early payment. The balance shown is net of the maximum discount of $413,445 at December 31, 2019.

 

1,141,755

 

-

 

On October 3, 2019, the Company received $480,200 under an agreement that requires the Company to make 28 weekly payments aggregating $666,400 through April 20, 2020. The agreement provides discounts for early payment. The balance shown is net of the maximum discount of $132,289 at December 31, 2019.

 

423,111

-

 

On December 23, 2019, the Company received $2,939,970 under an agreement that requires the Company to make 25 weekly payments aggregating $4,050,000 through June 15, 2020. The agreement provides discounts for early payment. The balance shown is net of the maximum discount of $1,110,030 at December 31, 2019.

 

2,855,368

-

 

 

On November 26, 2019, the Company received $200,000 from an individual. The advance is non-interest bearing and payable on demand.

 

200,000

-

Total long-term debt and other short-term borrowings

 

104,213,162

 

103,882,439

 

Less current portion

 

(19,225,045

)

 

(11,805,582

)

 

$

84,988,117

 

$

92,076,857

F-18

 

Table

Long-term debt:

On June 13, 2018, the Company borrowed $12,400,000 pursuant to a revolving line of Contentscredit facility with a maximum principal amount of $30,000,000 from CrossFirst Bank, bearing interest 1.5% above a base rate equal to the prime rate of interest published by the Wall Street Journal. Principal is payable at $100,000 monthly through the amended maturity date of July 5, 2022, at which time all remaining unpaid principal and accrued interest is due. The loan is secured by a mortgage on all of the oil and gas leases of Petrodome and its subsidiaries, a security agreement covering all of Petrodome’s assets and a guaranty by Viking. The loan was repaid in full in July 2022.

-

5,140,000

On February 14, 2019, the Company executed a promissory note payable to CrossFirst Bank in the amount of $56,760 for the purchase of transportation equipment, bearing interest at 7.15%, payable in 60 installments of $1,130, secured by a vehicle, with a maturity date of February 14, 2024. The loan was repaid in full in September 2022.

 

 

-

 

 

 

27,133

 

 

 

 

 

 

 

 

 

 

On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Petroleum, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $2,241,758, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of principal and interest of $43,438, with a final payment due on a maturity date of July 24, 2025. The note is secured by a first mortgage on all of the assets of Mid-Con Petroleum, LLC and a guarantee of payment by Viking. The balance shown is net of unamortized discount of $12,224 at December 31, 2022 and $16,991 at December 31, 2021.

 

 

1,766,422

 

 

 

2,160,523

 

 

 

 

 

 

 

 

 

 

On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Drilling, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $1,109,341, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of principal and interest of $21,495, with a final payment due on a maturity date of July 24, 2025. The note is secured by a first mortgage on all of the assets of Mid-Con Drilling, LLC and a guarantee of payment by Viking. The balance shown is net of unamortized discount of $12,190 at December 31, 2022 and $16,944 at December 31, 2021.

 

 

813,571

 

 

 

1,009,427

 

F-32

Table of Contents

On or about February 18, 2020, the Company commenced an offering of securities consisting of a subordinated, secured, convertible debt instrument with equity features. The notes bear interest at 12%, payable quarterly, contain a conversion entitlement to convert all or a portion of the amount outstanding into common shares of the Company at $1.35 per share, and provide for the issuance of 16,667 common shares of the Company for every $100,000 exchanged or advanced. As security, the holders received, pari passu with all other holders, a pledge of the Company’s membership interest in Elysium, and, as soon as the Company’s obligations to EMC Capital Partners, LLC were satisfied, a pledge of the Company’s membership interest in Ichor. These security interests were released by the collateral agent at the time of the transfer of the membership interests as described in Note 2. Any unpaid principal and interest are due on the extended maturity date of August 11, 2022. During September 2021, the Company offered the noteholders an amended conversion price under these notes of $0.75 per share for conversions prior to October 31, 2021; $1.00 per share for conversions prior to November 30, 2021; $1.10 per share for conversions prior to December 31, 2021; $1.20 per share for conversions prior to January 31, 2022; and back to $1.35 for any conversions thereafter. During September 2021, noteholders converted debt aggregating $1,952,354 into 2,603,139 shares of common stock valued at $3,800,164 pursuant to the amended conversion prices. The balance shown is net of unamortized discount of $nil and $90,175 as of December 31, 2022 and 2021, respectively. The balance of the notes was paid in full on August 8, 2022.

 

 

-

 

 

 

2,684,425

 

 

 

 

 

 

 

 

 

 

On July 1, 2020, the Company received a loan of $150,000 from the U.S. Small Business Administration. The loan bears interest at 3.75% and matures on July 28, 2050. The loan is payable in monthly installments of $731 with the remaining principal and accrued interest due at maturity. Installment payments were originally due to start 12 months from the date of the note but the date was extended by the SBA to January 2023. The balance includes accrued interest of $13,623 and nil at December 31, 2022 and 2021, respectively.

 

 

163,623

 

 

 

150,000

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

2,743,616

 

 

 

11,171,508

 

Less current portion and debt discount

 

 

(637,335

)

 

 

(8,430,318

)

 

 

$

2,106,281

 

 

$

2,741,190

 

 

Principal maturities of long-term debt for the next five years and thereafter are as follows:

 

Period ended December 31,

 

 

 

 

 

 

 

 

 

 

 

Principal

 

 

Unamortized Discount

 

 

Net

 

2020

 

$22,233,521

 

 

$3,008,476

 

 

$19,225,045

 

2021

 

 

33,800,583

 

 

 

888,057

 

 

 

32,912,526

 

2022

 

 

3,571,250

 

 

 

888,057

 

 

 

2,683,193

 

2023

 

 

49,183,721

 

 

 

881,309

 

 

 

48,302,412

 

2024

 

 

735,234

 

 

 

9,529

 

 

 

725,705

 

Thereafter

 

 

369,637

 

 

 

5,356

 

 

 

364,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$109,893,946

 

 

$5,680,784

 

 

$104,213,162

 

Years ended December 31,

 

 

 

 

 

 

 

 

 

 

 

Principal

 

 

Unamortized Discount

 

 

Net

 

2023

 

$646,725

 

 

$(9,390)

 

$637,335

 

2024

 

 

682,805

 

 

 

(9,390)

 

 

673,415

 

2025

 

 

1,282,073

 

 

 

(5,634)

 

 

1,276,439

 

2026

 

 

2,956

 

 

 

-

 

 

 

2,956

 

2027

 

 

3,069

 

 

 

-

 

 

 

3,069

 

Thereafter

 

 

150,402

 

 

 

-

 

 

 

150,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$2,768,030

 

 

$(24,414)

 

$2,743,616

 

F-33

Table of Contents

 

Loan CovenantsBank Credit Facility

 

PursuantSimson-Maxwell has an operating credit facility with TD Bank, secured by accounts receivable and inventory, bearing interest at prime plus 2.25% on Canadian funds up to CAD $5,000,000 and the termsbank’s US dollar base rate plus 2.25% on US funds, plus a monthly administration fee of the Revolving LineCAD $500. The balance outstanding under this credit facility is CAD $4,139,785 ($3,057,489) and nil as of Credit Facility executed on June 13, 2018 with CrossFirst Bank for a maximum principal amount of $30,000,000, the Company is required to provide on a quarterly basis, certain information to the Bank relative to operational performance of the Borrowers, to include internally prepared consolidated financial statements, hedge reports, and a compliance certificate.

Pursuant to the terms of the Term Loan Credit Agreement executed on December 28, 2018 with various lenders in the initial amount of $63,592,000, the Company is required to provide, periodically to the lenders, certain information relative to financial and operational performance of the related assets , accompanied by a compliance certificate

At December 31, 2019, the Company is not in default of any loan covenants.2022 and 2021, respectively.

 

Note 8.12. Other Commitments and contingenciesContingencies

Office lease - Petrodome Energy

 

In April 2018, the Company’s subsidiary, Petrodome Energy, LLC entered into a 66-month lease for 4,147 square feet of office space for the Company’s corporate office in Houston, Texas. The annual base rent commenced at $22.00 per square foot and escalates at $0.50 per foot each year through expiration of the lease term. A right-of-use asset and operating lease liability has been recorded with the adoption of Topic 842, pertaining to this office lease. As this lease does not provide an implicit interest rate, we used a portfolio approach to determine a collateralized incremental borrowing rate of 10% basedterm on the information available at the date of adoption of Topic 842 to determine the lease liability.November 30, 2023. Operating lease expense is recognized on a straight-line basis over the lease term.

Building, vehicle and equipment leases - Simson-Maxwell

In October 2021, the Company recognized right-of-use assets and operating lease liabilities associated with various operating lease agreements of Simson-Maxwell pertaining to seven business locations, for the premises, vehicles and equipment used in operations in the amount of $5,845,810. These values were determined using a present value discount rate of 3.45% for the premises, and 7.5% for vehicles and equipment. The leases have varying terms, payment schedules and maturities. Operating lease expense was $96,304is recognized on a straight-line base over each of the lease terms.

Payments due in each of the next five years and thereafter under these leases are as follows:

 

 

 Building 

 

 

 Vehicle and Equipment 

 

 

 

 

 

 

 Leases

 

 

 Leases

 

 

 Totals

 

 

 

 

 

 

 

 

 

 

 

2023

 

$1,110,107

 

 

$341,844

 

 

$1,451,951

 

2024

 

 

919,650

 

 

 

145,145

 

 

 

1,064,795

 

2025

 

 

666,068

 

 

 

13,870

 

 

 

679,938

 

2026

 

 

402,656

 

 

 

3,591

 

 

 

406,247

 

2027 and thereafter

 

 

411,392

 

 

 

-

 

 

 

411,392

 

Thereafter

 

 

889,519

 

 

 

-

 

 

 

889,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4,399,392

 

 

$504,450

 

 

$4,903,842

 

Less imputed interest

 

 

 

 

 

 

 

 

 

 

(439,141)

Present value of remaining lease payments

 

 

 

 

 

 

 

 

 

$4,464,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

$1,304,047

 

Non current

 

 

 

 

 

 

 

 

 

$3,160,654

 

Lease expense for the year ended December 31, 2019.2022 was $1,571,342. For the year ended December 31, 2021 (Simson-Maxwell for the period from October 18, 2021 to December 31, 2021), operating lease expense was $341,610.

 

F-34

The Company's commitment for minimum lease payments under this operating lease for the next five years and thereafter as of December 31, 2019 are as follows:

Table of Contents

 

Period ended December 31,

 

 

 

2020

 

$94,690

 

2021

 

 

96,763

 

2022

 

 

98,837

 

2023

 

 

82,940

 

 

 

 

 

 

 

 

$373,230

 

Legal matters

 

From time to time the Company may be a party to litigation involving commercial claims against the Company. Management believes that the ultimate resolution of these matters will not have a material effect on the Company’s financial position or results of operations.

 

F-19

Table of Contents

The staff (the “Staff”) of the SEC’s Division of Enforcement has notified the Company, that the Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company, as well as against its CEO and it CFO, for alleged violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder during the period from early 2014 through late 2016. The Staff’s notice is not a formal allegation or a finding of wrongdoing by the Company, and the Company is in dialogue with the Staff regarding its preliminary determination. The Company believes it has adequate defenses and intends to vigorously defend any enforcement action that may be initiated by the SEC.

Note 9.13. Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse.

The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted accordingly.

 

The Company has estimated net operating loss carry forwards of approximately $35,800,000$48,000,000 and $20,700,000 (revised from prior year estimate)$38,500,000 as of December 31, 20192022 and 20182021, respectively. In addition, the Company, through its subsidiary Simson-Maxwell, has estimated foreign loss carryforwards of approximately $6,300,000 and $3,000,000 as of December 31, 2022 and 2021, respectively, which expire between 2038 and 2042. The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. In December 2017, tax legislation was enacted limiting the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable income, eliminating net operating loss carrybacks for losses arising in taxable years ending after December 31, 2017, and allowing net operating losses to be carried forward indefinitely. On March 27, 2020 the Coronavirus Aid Relief, and Economic Security Act was enacted which modified the prior legislation to allow 100% of the net operating losses arising in tax years 2018, 2019, and 2020 to be carried back five years. The Company does not have taxable income available in the carryback period. Net operating losses originating in taxable years beginning prior to January 1, 2018 are still subject to former carryover rules. The net operating loss carryforwards generated prior to the January 1, 2018 effectivethis date of the “Tax Cuts and Jobs Act of 2017”approximately $7,000,000 will expire in 2027between 2032 through 2037. Net operating losses arising in taxable years beginning after December 31, 2017 are carried forward indefinitely and are limited to 80 percent of taxable income.

 

The current and deferred income tax expense (benefit) consists of the following for the years endingended December 31, 20192022 and 2018:2021:

 

 

For the Years Ended

 

 

December 31,

 

 

December 31,

2019

 

 

December 31,

2018

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

Federal

 

$(3,174,242)

 

$(2,496,519)

 

$(2,019,576)

 

$(2,366,571)

State

 

 

-

 

 

 

-

 

 

-

 

-

 

Foreign

 

 

(1,606,355)

 

 

-

 

Total current tax expense (benefit)

 

(3,174,242)

 

(2,496,519)

 

$(3,625,931)

 

$(2,366,571)

 

 

 

 

 

 

 

 

 

 

Deferred tax timing differences

 

 

 

 

 

 

 

 

 

 

Federal

 

(894,687)

 

(866,288)

 

$(703,407)

 

$(1,075,163)

State

 

 

-

 

 

 

-

 

 

-

 

-

 

Foreign

 

 

-

 

 

 

-

 

Total deferred tax timing differences

 

$(703,407)

 

$(1,075,163)

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in valuation allowance

 

 

4,068,929

 

 

 

2,451,980

 

 

 

4,329,338

 

 

 

3,441,734

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

$-

 

 

$(910,827)

 

$-

 

 

$-

 

 

 
F-20F-35

Table of Contents

 

The components of deferred tax assets and liabilities as of December 31, 2019,2022, and 20182021 is as follows:follows (2021 figures have been revised to reflect final tax filing):

 

 

December 31,

2019

 

 

December 31,

2018

 

 

December 31,

 

 

 

 

 

 

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

NOL carry forwards

 

$8,077,099

 

$4,902,857

 

 

$11,732,997

 

$8,107,066

 

Bad debt reserves

 

77,896

 

77,896

 

 

-

 

77,896

 

Impairment of oil and gas assets

 

403,289

 

403,289

 

 

8,278,289

 

8,278,289

 

Unrealized loss

 

695

 

695

 

 

695

 

695

 

Derivative losses

 

1,301,952

 

607,087

 

 

3,791,126

 

3,791,126

 

Book tax depletion difference

 

9,125,130

 

8,682,837

 

Share based compensation

 

 

2,456,423

 

 

 

2,256,601

 

 

 

4,341,757

 

 

 

4,002,747

 

 

 

 

 

 

 

 

 

 

 

Total deferred tax assets

 

 

12,317,354

 

 

 

8,248,425

 

 

$37,269,994

 

 

$32,940,656

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Derivative gains

 

(121,947)

 

(121,947)

 

$(121,947)

 

$(121,947)

Bargain purchase gain

 

 

(5,674,498)

 

 

(5,674,498)

Bargain purchase and other gains

 

 

(9,760,490)

 

 

(9,760,490)

 

 

 

 

 

 

 

 

 

 

Total deferred tax liabilities

 

 

(5,796,445)

 

 

(5,796,445)

 

 

(9,882,437)

 

 

(9,882,437)

 

 

 

 

 

 

 

 

 

 

Deferred tax asset (liability) - before valuation allowance

 

6,520,909

 

2,451,980

 

Deferred tax assets - before valuation allowance

 

27,387,557

 

23,058,219

 

Less valuation allowance

 

 

(6,520,909)

 

 

(2,451,980)

 

 

(27,387,557)

 

 

(23,058,219)

 

 

 

 

 

 

 

 

 

 

Deferred tax asset (liability) - net

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

A reconciliation of the federal and state statutory income tax rates to the Company’s effective income tax rate applicable to income before income tax benefit from continuing operations is as follows for the years ended December 31, 20192022 and 2018:2021:

 

 

 

December 31,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

Continuing operations

 

 

 

 

 

 

Expected provision at US statutory rate

 

 

21.00%

 

 

21.00%

State income tax net of federal benefit

 

 

0.00%

 

 

0.00%

Other items effecting timing differences

 

 

-4.6

%

 

 

-5.4

%

Valuation allowance

 

 

0.00%

 

 

-

%

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

 

16.4%

 

 

15.6%

F-21

Table of Contents

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Continuing operations

 

 

0%

 

 

0%

Expected provision at US statutory rate

 

 

21%

 

 

21%

State income tax net of federal benefit

 

 

0%

 

 

0%

Higher tax rate on foreign source income

 

 

3.8%

 

 

0

Other items effecting timing differences

 

 

0%

 

 

0%

Valuation allowance

 

 

24.8%

 

 

21%

Effective income tax rate

 

 

0%

 

 

0%

 

The Company files income tax returns on a consolidated basis in the United States federal jurisdiction. As of December 31, 2019,2022, the tax returns for the Company for the years ending 20162019 through 20182021 remain open to examination by the Internal Revenue Service. The Company and its subsidiaries are not currently under examination for any period.

 

ShouldAs a result of the Company undergobecoming a majority-owned subsidiary of Camber as discussed in Note 1, the Company has undergone an ownership change as defined in Section 382 of the Internal Revenue Code, and the Company’s tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.

 

Note 10. 14 Business Segment Information and Geographic Data

With the acquisition of a controlling interest in Simson-Maxwell, Oil and Gas exploration and Power Generation now represent our two reportable segments. The power generation segment provides custom energy and power solutions to commercial and industrial clients in North America and the oil and gas segment is involved in exploration and production with properties in central and southern United States. We evaluate segment performance based on revenue and operating income (loss).

F-36

Table of Contents

Information related to our reportable segments and our consolidated results for the years ended December 31, 2022 and 2021 is presented below.

 

 

Year Ended December 31, 2022

 

 

 

Oil and Gas

 

 

Power Generation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$3,984,122

 

 

$20,054,038

 

 

$24,038,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods

 

 

-

 

 

 

13,627,457

 

 

 

13,627,457

 

Lease operating costs

 

 

1,633,765

 

 

 

-

 

 

 

1,633,765

 

General and administrative

 

 

4,245,434

 

 

 

10,584,883

 

 

 

14,830,317

 

Stock based compensation

 

 

1,614,334

 

 

 

-

 

 

 

1,614,334

 

Impairment of intangible assets

 

 

-

 

 

 

451,772

 

 

 

451,772

 

Depreciation, depletion and amortization

 

 

1,104,240

 

 

 

394,926

 

 

 

1,499,166

 

Accretion - ARO

 

 

55,521

 

 

 

-

 

 

 

55,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

8,653,294

 

 

 

25,059,038

 

 

 

33,712,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$(4,669,172)

 

$(5,005,000)

 

$(9,674,172)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

$3,937,839

 

 

$25,033,951

 

 

$28,971,790

 

Corporate and unallocated assets

 

 

 

 

 

 

 

 

 

 

20,940,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Consolidated Assets

 

 

 

 

 

 

 

 

 

$49,912,689

 

 

 

Year Ended December 31, 2021

 

 

 

Oil and Gas

 

 

Power Generation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Operations is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$33,679,679

 

 

$4,308,285

 

 

$37,987,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods

 

 

-

 

 

 

3,003,044

 

 

 

3,003,044

 

Lease operating costs

 

 

15,878,437

 

 

 

-

 

 

 

15,878,437

 

General and administrative

 

 

5,997,211

 

 

 

2,124,308

 

 

 

8,121,519

 

Stock based compensation

 

 

1,738,145

 

 

 

-

 

 

 

1,738,145

 

Depreciation, depletion and amortization

 

 

7,236,809

 

 

 

70,348

 

 

 

7,307,157

 

Accretion - ARO

 

 

608,691

 

 

 

-

 

 

 

608,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

31,459,293

 

 

 

5,197,700

 

 

 

36,656,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$2,220,386

 

 

$(889,415)

 

$1,330,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Assets

 

$23,228,141

 

 

$25,959,064

 

 

$49,187,205

 

Corporate and unallocated assets

 

 

 

 

 

 

 

 

 

 

8,963,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Consolidated Assets

 

 

 

 

 

 

 

 

 

$58,150,856

 

F-37

Table of Contents

Note 15.Subsequent Events

 

Acquisition of Oil and Gas Properties

Purchase and Sale Agreement

On February 3, 2020, Elysium Energy, LLC (“Elysium”), a wholly-owned subsidiary of Viking’s subsidiary, Elysium Energy Holdings, LLC (“Elysium Holdings”), acquired interests in certain oil and gas properties located in Texas and Louisiana (the “Acquisition”). The purchase price was approximately $46.3 million (subject to adjustment) which was substantially accomplished through cash on hand (which included the proceeds provided by the Camber Energy, Inc. (“Camber”) promissory note described below), a term loan, and settlement of a promissory note previously issued to certain of the sellers. The assets purchased included leases, working interests, and over-riding royalty interests in oil and gas properties in Texas (approximately 72 wells) and Louisiana (approximately 55 wells), along with associated equipment. On February 4, 2020, Elysium hedged 75% of the estimated oil and gas production associated with the newly acquired assets for 2020, 60% of the estimated production for 2021 and 50% of the estimated production for the period between January, 2022 to July, 2022. Theses hedges have a floor of $45 and a ceiling ranging from $52.70 to $56 for oil, and a floor of $2 and a ceiling of $2.425 for natural gas

Supplemental pro forma financial information has not been provided as the initial accounting for the acquired interests has not been completed.

Term Loan

In connection with the Acquisition, Elysium Holdings (Elysium’s parent), Elysium, and Elysium’s subsidiaries (collectively the “Borrowers”) entered into a $35.0 million term loan at a 4.0% original issue discount. The loan matures on August 3, 2022, unless accelerated sooner pursuant to the loan agreement. The loan bears interest at the prime rate plus seven and three quarters percent (7.75%) payable monthly. Principal payments are due beginning on May 1, 2020, and on each month thereafter at one percent (1%) of the then-outstanding balance and, to the extent not previously paid, on the maturity date.

The Borrowers have the right to prepay the term loan, subject to a prepayment fee of 5% for prepayments prior to February 3, 2021, 3% for prepayments from February 3, 2021 to February 3, 2022, and 0% for prepayments thereafter.

Additionally, to the extent that the Borrowers have Excess Cash Flow (as defined in the loan agreement), the Borrowers are required to make mandatory prepayments, without penalty or premium, equal to seventy-five percent (75%) of such Excess Cash Flow.

The Loan Agreement contains various customary covenants, some of which limit the ability of Elysium to, among other things, incur additional indebtedness; grant certain liens; engage in certain asset acquisitions and dispositions; make certain loans; make or declare certain dividends or distributions; issue additional equity interests; engage in certain changes in their organizational structure; engage in certain transactions with affiliates; make certain capital expenditures; amend their organizational documents or form or acquire additional subsidiaries. The loan agreement also contains covenants that require the maintenance of specified financial ratios or conditions.

Obligations under the loan agreement are secured by mortgages on the oil and gas leases of the Elysium and its subsidiaries, a security agreement covering all assets of Elysium and its subsidiaries, and a pledge of all of Elysium’s membership interests.

Promissory Notes

Certain of the selling entities were holders of the Company’s $23.7 million secured promissory note dated December 31, 2018. This note (and all unpaid accrued interest) was extinguished in connection with this acquisition. In exchange, the Company issued a new promissory note dated February 3, 2020, for approximately $20.869 million, which is secured by a pledge of the membership interests of Viking’s wholly-owned subsidiary, Ichor Energy Holdings, LLC. The note bears interest at a rate of 10% per annum, payable at maturity (June 1, 2021). The note also requires that if following Viking’s merger with Camber (as described below) or Viking’s direct up-listing to a national stock exchange, it completes an equity raise through the issuance of its common stock, then seventy-five percent (75%) of such proceeds are to be applied to reduce the amount outstanding under the promissory note. Further, to the extent the Borrowers are due any post-closing adjustment payments in connection with the Acquisition, such payments are to be applied to reduce the balance owing under the promissory note.

F-22

Table of Contents

Merger Agreement and Promissory Note with Camber Energy, Inc.

Merger Agreement

On February 3, 2020, Viking entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Camber. The Merger Agreement provides that a newly-formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking surviving the merger as a wholly-owned subsidiary of Camber.

UponMarch 2023, the terms of the Merger Agreement, Viking shareholders will own approximately 80%loan agreements and promissory notes executed by  the Company’s wholly owned subsidiaries, Mid-Con Drilling, LLC and Mid-Con Petroleum, LLC in favor of Camber atCornerstone Bank (the “Lender”) were modified to: (i) add the time ofCompany, who previously guaranteed all obligations under the merger, subject to adjustment in certain circumstances.

The Merger Agreement provides, among other things, thatpromissory notes, as a borrower under the board of directors of the combined company will be comprised of five directors, one to be appointed by Camberloan agreements and four to be appointed by Viking. The Merger Agreement also provides that James A. Doris, the Chief Executive Officer of Viking, shall serve as the Chief Executive Officer of the combined company. The combined company will have its headquarters in Houston, Texas.

The completion of the Merger is subject to numerous conditions including (i) the effectiveness of a registration statement registering the shares of Camber common stock to be issued to Viking’s shareholders in the mergerpromissory notes; and (ii) shareholder approval ofinclude a voluntary conversion provision. Under the merger transactions by Camber’s shareholders and Viking’s shareholders. Additional closing conditions include (i) thatrevised terms, the Lender has the option to convert the outstanding principal amounts, in the event the NYSE American determines that the merger constitutes,whole or will constitute, a “back-door listing”/”reverse merger”, Camber (and its common stock) is required to qualify for initial listing on the NYSE American, and (ii) that the only loan obligations with a maturity date in 2020 that Viking shall have at closing shall be the $13.5 million of convertible debt issued in December of 2018.

The Merger can be terminated under various conditions or circumstances. The Merger Agreement contains customary indemnification obligations of the parties and representations and warranties. Upon consummation of the merger, Viking will be deemed the acquirer for accounting purposes.

Promissory Note

As a condition of the merger, Camber loaned Viking $5 million pursuant to the terms of a Securities Purchase Agreement and 10.5% Secured Promissory Note dated February 3, 2020 (the “Camber Note”). This Camber note accrues interest at the rate of 10.5% per annum, payable quarterly, and is due on February 3, 2022. The note includes customary events of default and can be prepaid at any time together with a prepayment penalty of 10.5%. The note is generally convertiblepart, into common shares of Viking at a conversion price of $0.24 per share subject to certain restrictions.

As additional consideration for Camber making the loan to Viking and entering into the Merger Agreement, Viking assigned Camber 25% of the membership interests in Elysium Holdings. All or a portion of the assigned interests will be retained by Camber or returned to Viking under different circumstances relating to the possible termination of the Merger Agreement and the Camber Note repayment.

The terms of the Securities Purchase Agreement and accompanying security agreement provide Camber a security interest (subject to certain prerequisites) in Viking’s 75% ownership of Elysium Holdings and 100% ownership of Ichor Energy Holdings, LLC. Additionally, Viking provided Camber a junior security interest in the membership, common stock or ownership interests of all of Viking’s other existing and future, directly-owned or majority-owned subsidiaries.

The Merger Agreement provides that the Camber Note will be forgiven in the event the merger closes, or will be payable in full 90 days after the date that the Merger Agreement is terminated by any party for any reason, at which time an additional payment will also be due to Camber in an amount equal to (i) the amount owed by Camber to its Series C Preferred Stock holder in connection with the redemption of 525 shares of Camber’s Series C Preferred Stock minus (ii) the Camber Note repayment amount.

New Debt Offering

On or about February 18, 2020, the Company commenced an offering of securities consisting of a subordinated, secured, convertible debt instrument with equity features (the “New Offering”), the summary terms of which are as follows: (i) Maturity Date: Feb. 11, 2022; (ii) Interest Rate: 12% per annum (payable quarterly or monthly at the Company’s option; (iii) Conversion Entitlement: the holder may convert all or a portion of the amount outstanding into common shares in the capital stock of the Company at a conversion price of $0.175 per share; (iv) Equity Kicker: for every $100,000 exchanged or advanced intoequal to the new offering,lesser of: (i) the holder will receive 60,000 common shares in the capital stockaverage of the Company; and (v) Security: holders will receive, pari passu with all other holders, including Camber Energy, Inc. (which is further described in this Subsequent Events section), a pledge of the membership interestsfive lowest individual daily volume weighted average prices of the Company’s interest in Elysium Energy Holdings, LLC, and, as soon ascommon stock during the Company’s obligations30-day period prior to EMC Capital Partners, LLC are satisfied, a pledgethe notice of conversion; or (ii) one dollar ($1.00) per share. The other terms of the membership interests of the Company’s interest in Ichor Energy Holdings, LLC.

With respect to the $13.2 million ofloan agreements and promissory notes due(described in August of 2020, the Company has invited the holders of these notes to exchange all or a portion of their principal and/or accrued interest into the new offering, however. there is no obligation for the holders to do so. As of March 23, 2020, 5 of the 2018 Note Holders have agreed to exchange into and/or contribute additional cash to the New Offering, representing an aggregate investment amount of $980,000, and 1 new participant invested in the New Offering, representing an aggregate investment amount of $100,000.11) remain unchanged.

F-23

Table of Contents

 

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (unaudited)

 

The following supplemental unaudited information regarding Viking’s oil and gas activities is presented pursuant to the disclosure requirements of ASC 932.932, “Extractive Activities – Oil and Gas”. Viking’s oil and gas activities are located in the United StatesStates.

In July, 2022, the Company disposed of its interest in the oil and Canada.gas assets of four subsidiaries of Petrodome Energy LLC, a wholly owned subsidiary of the Company. At December 31, 2021 these assets represented approximately 84% of the Company’s oil reserves and 100% of the Company’s gas reserves.

 

Results of Operations

 

 

 

United States

 

 

Canada

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Results of operations

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$35,465,093

 

 

$7,878,714

 

 

$-

 

 

$89,258

 

Lease operating costs

 

 

(13,076,020)

 

 

(3,787,016)

 

 

-

 

 

 

(48,533)

Depletion, accretion and impairment

 

 

(11,327,928)

 

 

(1,697,977)

 

 

-

 

 

 

(32,739)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net

 

$11,061,145

 

 

$2,393,721

 

 

$-

 

 

$7,986

 

Oil and Gas Production and Sales by geographic area for the years ended December 31, 20192022 and 2018:2021:

 

 

United States

 

 

 

Years Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Sales

 

$3,984,122

 

 

$33,679,679

 

Lease operating costs

 

 

(1,633,765)

 

 

(15,878,437)

Depletion, accretion and impairment

 

 

(788,615)

 

 

(9,845,500)

 

 

$1,561,742

 

 

$7,955,742

 

 

Reserve Quantity Information

 

The supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company’s reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as future information becomes available.

 

ProvedUnder SEC reporting requirements, proved undeveloped reserves areinclude only those estimated reserves in which the Company has current plans to develop, generally within five years. During 2022 and 2021, the Company made several strategic dispositions which has modified its capital expenditure plans. The Company currently has no firm commitments to drill or otherwise develop its proved undeveloped reserves. As of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certaintyDecember 31, 2022, the Company has reclassified all of its proved undeveloped properties to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and operating methods.unproved reserves.

F-38

Table of Contents

 

Estimated Quantities of Proved Reserves (BOE)

 

 

 

United States

 

 

Canada

 

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Developed, Producing

 

 

7,672,566

 

 

 

9,174,854

 

 

 

-

 

 

 

-

 

Proved Developed, Non Producing

 

 

1,980,157

 

 

 

1,336,184

 

 

 

-

 

 

 

-

 

Total Proved Developed

 

 

9,652,723

 

 

 

10,511,038

 

 

 

-

 

 

 

-

 

Proved Undeveloped

 

 

4,172,167

 

 

 

6,013,197

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved

 

 

13,824,890

 

 

 

16,524,235

 

 

 

-

 

 

 

-

 

F-24

Table of Contents

 

 

United States

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Proved Developed, Producing

 

 

105,375

 

 

 

1,164,578

 

Proved Developed, Non Producing

 

 

21,369

 

 

 

414,418

 

Total Proved Developed

 

 

126,744

 

 

 

1,578,996

 

Proved Undeveloped

 

 

-

 

 

 

 

 

Total Proved

 

 

126,744

 

 

 

1,578,996

 

 

Petroleum and Natural Gas Reserves

 

Reserves are estimated remaining quantities of oil and natural gas and related substances, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible - from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations - prior to the time at which contracts providing the right to operate expire.

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves

 

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC 932 - Extractive Activities - Oil and Gas.932. Future cash inflows at December 31, 20192022 and 20182021 were computed by applying the unweighted, arithmetic average of the closing price on the first day of each month for the 12-month period prior to December 31, 20192022 and 20182021 to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming continuation of existing economic conditions.

 

Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. Future income tax expenses give effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of 10% annually to derive the standardized measure of discounted future net cash flows. This calculation procedure does not necessarily result in an estimate of the fair market value of the Company’s oil and natural gas properties.

 

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the yearyears ended December 31, 20192022 and 20182021 are as follows:

 

 

 

United States

 

 

Canada

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future cash inflows

 

$541,243,657

 

 

$812,837,838

 

 

$-

 

 

$-

 

Future production costs

 

 

(156,167,716)

 

 

(221,055,038)

 

 

-

 

 

 

-

 

Future development costs

 

 

(42,539,780)

 

 

(45,417,745)

 

 

-

 

 

 

-

 

Future income tax expense

 

 

(38,772,674)

 

 

(82,150,578)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future net cash flows

 

 

303,763,487

 

 

 

464,214,477

 

 

 

-

 

 

 

-

 

10% annual discount for estimated timing of cash flows

 

 

(135,523,587)

 

 

(219,657,382)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standardized measure of DFNCF

 

$168,239,900

 

 

$244,557,095

 

 

$-

 

 

$-

 

F-25

Table of Contents

 

 

United States

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Future cash inflows

 

$11,366,550

 

 

$56,804,710

 

Future production costs

 

 

(6,809,540)

 

 

(28,017,773)

Future development costs

 

 

(53,224)

 

 

(1,949,700)

Future income tax expense

 

 

-

 

 

 

-

 

Future net cash flows

 

$4,503,786

 

 

$26,837,237

 

10% annual discount for estimated timing of cash flows

 

 

(1,532,187)

 

 

(11,822,585)

Standardized measure of DFNCF

 

$2,971,599

 

 

$15,014,652

 

 

Changes in Standardized Measure of Discounted Future Net Cash Flows

 

The changes in the standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended December 31, 20192022 and 20182021 are as follows:

 

 

United States

 

Canada

 

 

United States

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

Balance - beginning

 

$244,557,095

 

$70,760,702

 

$-

 

$573,095)

 

$15,014,652

 

$117,726,824

 

Net changes in prices and production costs

 

(49,623,771)

 

663,233

 

-

 

-

 

 

1,578,808

 

5,543,001

 

Net changes in future development costs

 

502,197

 

16,523,269

 

-

 

-

 

 

(1,033,849)

 

(2,053,833)

Sales of oil and gas produced, net

 

(22,389,073)

 

(4,132,423)

 

-

 

-

 

 

(1,646,513)

 

(18,021,217)

Extensions, discoveries and improved recovery

 

-

 

-

 

-

 

-

 

 

-

 

-

 

Purchases of reserves

 

25,556,000

 

180,681,000

 

-

 

-

 

 

-

 

-

 

Sales of reserves

 

(12,106,298)

 

-

 

-

 

(573,095)

 

(12,334,224)

 

(102,090,920)

Revisions of previous quantity estimates

 

(67,757,693)

 

7,399,086

 

-

 

-

 

 

(549,347)

 

(5,661,697)

Previously estimated development costs incurred

 

3,636,007

 

3,813,777

 

-

 

-

 

 

9,813

 

1,139,454

 

Net change in income taxes

 

24,288,680

 

(44,289,094)

 

-

 

-

 

 

-

 

2,146,440

 

Accretion of discount

 

28,884,619

 

7,076,070

 

-

 

-

 

 

1,501,495

 

12,400,126

 

Other

 

 

(7,307,863)

 

 

6,061,475

 

 

 

-

 

 

 

-

 

 

 

430,764

 

 

 

3,886,474

 

 

 

 

 

 

 

 

 

 

Balance - ending

 

$168,239,900

 

 

$244,557,095

 

 

$-

 

 

$-

 

 

$2,971,599

 

 

$15,014,652

 

 

In accordance with SEC requirements, the pricing used in the Company’s standardized measure of future net revenues is based on the 12-month un-weighted arithmetic average of the first-day-of-the-month price for the period January through December for each period presented and adjusted by lease for transportation fees and regional price differentials. The use of SEC pricing rules may not be indicative of actual prices realized by the Company in the future.

 

 
F-26F-39

Table of Contents

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There are no reportable events under this item for the year ended December 31, 2019.2022.

 

Item 9A. Controls and Procedures.

Item 9A. Controls and Procedures.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management must evaluate its internal controls over financial reporting, as required by Sarbanes-Oxley Act Section 404 (a). The Company'sCompany’s internal control over financial reporting is a process designed under the supervision of the Company'sCompany’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company'sCompany’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles or GAAP.

 

As of December 31, 2019,2022, management assessed the effectiveness of the Company'sCompany’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in the 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of the Company'sCompany’s internal controls over financial reporting that adversely affected its internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that the Company'sCompany’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1)) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company'sCompany’s Chief Financial Officer in connection with the audit of the Company'sCompany’s financial statements as of December 31, 20192022 and communicated the matters to the Company'sCompany’s management.

 

Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on the Company'sCompany’s financial results.

43

Table of Contents

 

Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical accounting expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial reporting department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the financial reporting department occur.

 

Management will continue to monitor and evaluate the effectiveness of its internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

(a)

(a) Disclosure Controls and Procedures; Changes in Internal Control Over Financial Reporting

 

Management has evaluated the effectiveness of the Company'sCompany’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”)) as of December 31, 2019.2021. Based on this evaluation, management concluded that the Company'sCompany’s disclosure controls and procedures were not effective as of December 31, 2019.2022.

 

(b)

(b) Management Report on Internal Control Over Financial Reporting

26

Table of Contents

 

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) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles 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 our assets;

 

·

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 are being made only in accordance with authorizations of our management and directors; and

 

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company'sCompany’s internal control over financial reporting as of December 31, 2019.2022. Based on this assessment, management concluded that, as of December 31, 20192022 the Company'sCompany’s internal control over financial reporting was not effective based on those criteria.

 

To remediate our internal control weaknesses, management intends to implement the following measures:

 

·

The Company will add sufficient knowledgeable accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

·

Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

44

Table of Contents

 

The additional hiring is contingent upon the Company'sCompany’s efforts to obtain additional funding through equity or debt for its continued operational activities and corporate expenses. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

We understand that remediation of material weaknesses and deficiencies in internal controls are a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when necessary.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by our registered public accounting firm pursuant rules of the SEC that permit us to provide only management'smanagement’s report in this annual report. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act is a provision that permanently exempts smaller public companies that qualify as either a Non-Accelerated Filer or Smaller Reporting Company from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

There was no change in our internal control over financial reporting during the quarteryear ended December 31, 2019,2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

Item 9B. Other Information.

 

None.

 

 
2745

Table of Contents

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

Item 10. Directors, Executive Officers and Corporate Governance.

 

Identification of Directors and Executive Officers

 

The name of the officers and directors of the Company as of December 31, 2018,2022, as well as certain information about them, are set forth below:

 

Name

Age

Position

James A. Doris

4750

Director/CEO/President

Lawrence Fisher

 

8184

Director

David Herskovits

 

6972

 

Director

Timothy SwiftJohn McVicar

 

45

COO

Frank W. Barker, Jr.

6459

CFO

Mark Finckle

57

EVP

 

Background of Officers and Directors

 

James A. Doris

 

Mr. Doris has been an officer and director of the Company since 2014 and has been an integral part of transitioning the Company’s to an appropriate platform to facilitate growth. He has over 25 years of experience negotiating national and international business transactions. Formerly a lawyer in Canada, Mr. Doris represented domestic and foreign clients regarding their investment activities in Canada for over 16 years. Prior to starting his own law firm, Mr. Doris served as Executive Vice President and In-House Counsel for a real estate investment and development company as well as working at one of Canada'sCanada’s leading law firms. Mr. Doris graduated cum laude from the University of Ottawa.

 

Lawrence B. Fisher

 

Mr. Fisher practiced securities law in New York City for over 5040 years. He was Partner in the law firm Orrick, Herrington & Sutcliffe for 11 years until retirement in 2002. While at the firm, Mr. Fisher was Partner-In-Charge of the New York office and a member of the firm’s Executive Committee. Prior to Orrick, Mr. Fisher was a partner in the New York law firm Kelley, Drye & Warren for 10 years, including 3 years as a member of the firm'sfirm’s Executive Committee, and prior to his time at Kelley, Drye & Warren, Mr. Fisher was associate and then partner in the law firm Parker, Chapin and Flattau for an aggregate of 22 years, 5 as an associate and the remainder as a partner. There, too, Mr. Fisher was a member of the firm'sfirm’s Executive Committee. Mr. Fisher graduated from Columbia College in 1960 and Columbia Law School in 1963 and was a Research Fellow at the London School of Economics from 1963-1965. Mr. Fisher was a member of the Board of Directors of National Bank of New York City in excess of 30 years until retirement in 2000, and he was a member of the Board of Directors of Financial Federal Corporation until its sale 7 years ago. In December 2020, Mr. Fisher joined the Board of GBS, Inc., a publicly traded life science company.

46

Table of Contents

 

David Herskovits

 

Mr. Herskovits is a retired audit partner of Deloitte & Touche LLP. Mr. Herskovits joined Deloitte in 1974, was admitted to the partnership in 1985, and retired in 2013. During his career, Mr. Herskovits was responsible for major audit engagements for public and private companies. He also served in several technical and quality assurance roles at the firm. Mr. Herskovits received an MBA from Harvard University and a B.S. from Cornell University.

 

28

Table of Contents

Timothy SwiftJohn McVicar

 

Mr. Swift has more than 17 years’McVicar joined the Company as CFO in June 2022. He brings 35 years of international business experience in the financial services industry with a focus on energyManagement Consulting and energy related companies. Mr. Swift's experience included research and trading of both credit and equity products. While most recently Mr. Swift focused exclusively on the private placement of highly structured middle market credit products. Prior to joining Viking Energy Group, Mr. Swift was a founding partner and Managing Director on the Debt Capital Markets desk at Cantor Fitzgerald & Co. Prior to Cantor, Mr. Swift was a Vice President on the Cowen & Co debt capital market team. At both Cantor Fitzgerald & Co and Cowen & Co, Mr. Swift participated in more than 50 transactions raising over $5.5 billion. Prior to Cowen & Co, Mr. Swift served in various capacities at R.W. Pressprich and CRT Capital Group. Mr. Swift holds a B.S. in Finance from Babson College. Mr. Swift’s employment with the Company ended effective February 13, 2020, and Mr. Swift was no longer an officer of the Company after that date.

Frank W. Barker, Jr.

Mr. BarkerFinance. He is a Certified Public Accountant licensed to practiceretired partner of EY LLP where he spent a total of 23 years in the State of Florida. Mr. Barkermanagement consulting and audit. He has been providing professional services to the Company since the beginning of 2015. On December 29, 2017, Mr. Barker accepted the position as Chief Financial Officer of the Company. Mr. Barker has vast experience providing strategic, financial, accounting and tax-related services in various capacities to both Public and Private entities, including Compliance Reporting with the Securities and Exchange Commission, the planning, preparation and oversight of annual audit functions, presentation of financial data to Public Company Boards, turn-around management, bankruptcy and asset recovery, Strategic planning for survival of troubled companies, financial forecasting and cash flow management, litigation support and forensic analysis, mergers and acquisitions and reverse mergers. Mr. Barker hasalso served as Chief Financial OfficerCFO of TSX and TSXV listed companies and held several Public Companiesregional finance leadership roles with Revenueslarge U.S. and Canadian multinationals in excess of $40 million.Canada, the U.S., South America and Asia. Mr. Barker’s Industry experience include the fields of Defense Contracting, Manufacturing, Alternative Energy, Electrical Contracting, Healthcare ResearchMcVicar is a CPA, CA and Construction, Oilreceived an MBA from Duke University and Gas, Health Care Services and Administration, Not for Profit, Retail, Distribution, Gaming, Real Estate, Professional Services, Internet Technologies, Media Communications, Web Based Technologies, Banking, Investments, Insurance, Private Equity, Municipal and County Governments and Treasure Exploration. Mr. Barker received a B.A. in Accounting and FinanceB. Comm from Queen's University. He also holds an ICD.D from the UniversityInstitute of South Florida, Tampa, Florida in 1978.

Mark Finckle

Mr. Finckle has over 30 years of experience as an accounting and financial professional. Prior to joining the Company in 2019, Mr. Finckle spent approximately 25 years as an investment banker, holding positions of increasing responsibility at Wall Street firms, including Bear Stearns, PaineWebber and Thomas Weisel Partners. Before embarking on his banking career, Mr. Finckle served as a Director of Financial Planning and Capital Budgeting at Ameritech, a large national telecommunications provider. Mr. Finckle began his career as a Certified Public Accountant, employed by the international accounting firm of Coopers & Lybrand. He holds a B.S in Finance from the University of Iowa and received his MBA from Northwestern University.Corporate Directors.

 

Family Relationships

 

There are no family relationships between any of the Company'sCompany’s officers and directors.

 

Audit Committee and Audit Committee Financial Expert

 

The Company, with the appointment of David Herskovits as an independent member of the board of directors, established an audit committee, with Mr. Herskovits serving as the audit committee financial expert.

 

Code of Ethics

 

The Company has not yet formally adopted a written code of ethics to be applied to the Company'sCompany’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Based on its small size, limited financial and human resources, the Company has not adopted written code of ethics.

29

Table of Contents

 

Involvement in Certain Legal Proceedings

 

To the best of the registrant'sregistrant’s knowledge, during the past five years, no director, executive officer, promoter or control person of the Company:

 

(1)

has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

 

(2)

were convicted in a criminal proceeding or named subject to a pending criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

47

Table of Contents

(3)

were the subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of the following activities:

(i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

engaging in any type of business practice;

(iii)

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws.

(4)

were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanentlyfederal or temporarily enjoining,state authority barring, suspending or otherwise limiting his involvement in any typefor more than 60 days the right of the following activities:

(i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associatedsuch person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

engaging in any type of business practice;

(iii)

engagingto engage in any activity described above under this Item, or to be associated with persons engaged in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws.such activity;

 

(4)

were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

(5)

were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in such civil finding or find by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in such civil finding or find by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated;

 

(6)

were found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

Compliance with Section 16(A) of the Exchange Act

 

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 

30

Table of Contents

Delinquent Section 16(a) Reports

 

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock by each person who, at any time during the 20192022 fiscal year, was a director, officer, or beneficial owner of more than 10% of our common stock, were timely filed during the fiscal year ending December 31, 2022, except that (i) James Doris did not timely file aMr. McVicar’s initial Form 3 upon his appointment as a director of the Company on June 28, 2014, and he did not timely file a Form 4 upon his receipt of shares of Series C Preferred Stockwas filed on July 16, 2015, his receipt of 2,000,000 shares of Company common stock on July 28, 2015, his receipt of additional shares of Series C Preferred Stock on May 15, 2017, and his receipt of warrants to purchase 15,000,000 shares of Company common stock on December 29, 2017; (ii) Frank Barker, Jr. did not timely file a Form 3 upon his appointment as an executive officer and director on December 29, 2017, and he did not timely file a Form 4 upon his receipt of warrants to purchase 5,000,000 shares of Company common stock on December 29, 2017; (iii) Timothy Swift did not timely file a Form 3 upon his appointment as an executive officer of the Company on April 16, 2018, he did not timely file a Form 4 upon his receipt of warrants to purchase 3,500,000 shares of Company common stock on April 16, 2018, and he did not timely file a Form 4 upon his receipt of 500,000 shares of Company common stock on May 21, 2018, 500,000 shares of Company common stock on December 31, 2018 and 875,000 shares of Company common stock on December 30, 2019; (iv) Lawrence Fisher did not timely file a Form 3 upon his appointment as a director of the Company on August 20, 2018, and he did not timely file a Form 4 upon his receipt of 25,907 shares of Company common stock on October 8, 2018; (v) David Herskovits did not timely file a Form 3 upon his appointment as director of the Company on August 20, 2018,; and (vi) Mark Finckle did not timely file a Form 3 upon his appointment as an executive officer of the Company on September 9, 2019, he did not timely file a Form 4 upon his receipt of warrants to purchase 1,000,000 shares of Company common stock on September 9, 2019, and he did not timely file a Form 4 upon his receipt of 500,000 shares of Company common stock on September 23, 2019, and 266,789 shares of Company common stock on December 31, 2019.2022.

 

48

Item 11. Executive Compensation

Table of Contents

Item 11. Executive Compensation

 

Summary Compensation Table —Table- Fiscal Years Ended December 31, 20192022 and 20182021

 

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

 

Name and Principal Position

 

Year

 

Salary

 

 

Bonus

 

 

Stock Awards (5)

 

 

Option Awards (4)

 

 

Non-Equity Incentive Plan Compensation Earnings

 

 

Non-Equity Deferred Compensation Earnings

 

 

All Other Compensation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Doris

 

2019

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

CEO & President (1)

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy Swift

 

2019

 

$275,000

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$275,000

 

EVP & COO (2)

 

2018

 

$211,538

 

 

$-

 

 

$200,000

 

 

$699,245

 

 

$-

 

 

$-

 

 

$-

 

 

$1,110,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frank W. Barker, Jr.

 

2019

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$170,000

 

 

$170,000

 

CFO (3)

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$23,500

 

 

$23,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Finckle

 

2019

 

$71,923

 

 

$-

 

 

$81,000

 

 

$167,751

 

 

$-

 

 

$-

 

 

$-

 

 

$320,674

 

EVP

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Name and Principal Position

 

 

 

 Year

 

Salary

 

 

Option Awards

 

 

 

 

 All Other Compensation

 

 

 

 

Total

 

James A. Doris, CEO & President

 

 

(1)

 

2022

 

$-

 

 

$-

 

 

 

 

 

$360,000

 

 

 

(2)

 

$360,000

 

 

 

 

 

 

 

2021

 

$-

 

 

$-

 

 

 

 

 

$103,981

 

 

 

(2)

 

$103,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frank W. Barker, Jr., Former CFO

 

 

(3)

 

2022

 

$-

 

 

$680,000

 

 

 

(4)

 

$130,000

 

 

 

(5)

 

$810,000

 

 

 

 

 

 

 

2021

 

$-

 

 

$-

 

 

 

 

 

 

$120,000

 

 

 

(5)

 

$120,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John McVicar, CFO

 

 

(6)

 

2022

 

$-

 

 

$-

 

 

 

 

 

 

$140,000

 

 

 

(7)

 

$140,000

 

 

 

 

 

 

 

2021

 

$-

 

 

$-

 

 

 

 

 

 

$-

 

 

 

 

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Finckle, Former EVP

 

 

(8)

 

2022

 

$-

 

 

$-

 

 

 

 

 

 

$-

 

 

 

 

 

 

$-

 

 

 

 

 

 

 

2021

 

$55,000

 

 

$-

 

 

 

 

 

 

$-

 

 

 

 

 

 

$

55,000

 

 

Narrative to Summary Compensation Table

__________

1.

On June 28, 2014, Mr. Doris was appointed as a director, and on December 12, 2014, as the Chief Executive Officer and President of the Company.

 

2.

On March 19, 2018,The amount included in “All Other Compensation” for the years ended December 31, 2022 and 2021, is comprised of fees paid to AGD Advisory Group, Inc., a company affiliated with Mr. Swift was appointed as Executive Vice President and Chief Operating Officer of the Company, and effective February 13, 2020, Mr. Swift was no longer an officer or employee of the Company.Doris.

 

3.

On December 29, 2017,Mr. Barker resigned as Chief Financial Officer effective June 13, 2022. Mr. Barker was appointed as a director and as the Chief Financial Officer of the Company. On August 20, 2018, Mr. BarkerCompany on December 29, 2017 and resigned as a director. Amounts reflecteddirector on August 20, 2018.

4.

On September 1, 2022, Mr. Barker was granted 2,000,000 common stock warrants with an exercise price of $0.001 per share. The value was calculated using the Black-Scholes pricing model.

5.

The amount included in other compensation represent amounts“All Other Compensation” for the years ended December 31, 2022 and 2021, is comprised of fees paid to FWB Consulting, Inc., a company affiliated with Mr. Barker.

 

4.6.

The fair valueOn June 13, 2022, Mr. McVicar was appointed Chief Financial Officer of the warrants were determined using the Black-Scholes option pricing model.Company.

 

5.7.

The fair valueamount included in “All Other Compensation” for the year ended December 31, 2022, is comprised of stock awards are based on the closing market price on the date of issue.fees paid to 1508586 Alberta Ltd., a company affiliated with Mr. McVicar.

31

 

Table

8

On September 9, 2019, Mr. Finckle was appointed Executive Vice President of ContentsCapital Markets for the Company and on June 4, 2021, Mr. Finckle’s employment with the Company, and appointment as EVP, ended.

 

Outstanding Equity Awards at Fiscal Year End

 

As of December 31, 2019,2022, the Company did not maintain an equity incentive plan or other plan, including but not limited to bonus, deferred compensation or retirement plan under which the Company'sCompany’s securities may be issued to its named executive officers as compensation.

 

Employment Agreements

 

As of December 31, 2019, the Company had an employment agreement and restricted stock agreement with Timothy Swift as EVP and COO of the Company, and Mark Finckle as EVP of Capital Markets, described below, and the Company had issued each of them warrants to purchase Company stock described below. As of December 31, 2019,2022, the Company did not have anya formal compensation arrangementsarrangement with any other executive officers at December 31, 2019,the CEO, except that the Company had orally agreed to pay the entity of the Company’s CFO $20,000CEO $30,000 per month. The Company has seventwo other full-time employees in Houston at the Corporate Headquarters who are not executive officers.

 

49

Pursuant to Mr. Swift’s employment agreement with the Company, Mr. Swift was to receive an annual base salary of $275,000 and was eligible to receive, at the discretion of the Company’s Board of Directors, an annual bonus of up to 110% of his base salary and incentive equity compensation equal approximately 130% of his base salary. Pursuant to the restricted stock agreement, Mr. Swift was to receive 1,000,000 shares of the Company’s common stock, with 50% of the shares vesting immediately and the remaining shares vesting on October 1, 2018, unless Mr. Swift had resigned from employment or had been terminated for cause on or prior to that time. Pursuant to the warrant issued to Mr. Swift, Mr. Swift received the right to purchase 3,500,000 shares of the Company’s common stock at $0.30 per share exercisable through April 1, 2023, with (i) 1,000,000 of the warrant shares vesting immediately; (ii) 2,000,000 of the warrant shares vesting on July 1, 2018, or another date as agreed in writing by both parties so long as the Company had closed a financing transaction consolidating the Company’s debt, had raised an additional $5,000,000 in financing at such time, and Mr. Swift had not resigned from employment or been terminated for cause at that time; and (iii) 500,000 of the warrant shares vesting on December 31, 2018, so long as Mr. Swift had not resigned from employment or been terminated for cause at that time.

Pursuant to Mr. Finckle’s employment agreement with the Company, Mr. Finckle is to receive an annual base salary of $250,000 and is eligible to receive in calendar year 2020, at the discretion of the Company’s Board of Directors, an annual bonus of up to 110% of his base salary and incentive equity compensation equal to approximately 130% of his base salary. Pursuant to the Company’s restricted stock agreement with Mr. Finckle, Mr. Finckle is to receive 1,000,000 shares of the Company’s common stock, with 50% of the shares vesting immediately, and the remaining shares vesting on March 1, 2020, unless Mr. Finckle has resigned from employment or has been terminated for cause on or prior to that time. Pursuant to the warrant issued to Mr. Finckle, Mr. Finckle received the right to purchase 3,500,000 shares of the Company’s common stock at $0.30 per share exercisable through April 1, 2024, with (i) 1,000,000 of the warrant shares vesting immediately; (ii) 2,000,000 of the warrant shares vesting on January 30, 2020, or another date as agreed in writing by both parties so long as the Company has closed a financing and/or acquisition transaction extinguishing or materially extending the maturity date of the promissory note executed by the Company on or about December 28, 2018, in the principal amount of approximately $23.77 million, and Mr. Finckle has not resigned from employment or been terminated for cause at that time; and (iii) 500,000 of the warrant shares vesting on August 31, 2020, so long as Mr. Finckle has not resigned from employment or been terminated for cause at that time.

Table of Contents

 

Compensation of Directors

 

The directors and former directors of the Company were compensated as such during the fiscal years ended December 31, 2019,2022, and December 31, 2018,2021, respectively, as follows:

 

Name and Principal Position

 

Year

 

Fees Earned or Paid in Cash

 

 

Stock Awards

 

 

Option Awards

 

 

Non-Equity Incentive Plan Compensation Earnings

 

 

Nonqualified Deferred Compensation Earnings

 

 

All Other Compensation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Doris

 

2019

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frank W. Barker, Jr. (1)

 

2019

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lawrence Fischer

 

2019

 

$35,933

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$35,933

 

 

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Herskovits

 

2019

 

$33,333

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$33,333

 

 

 

2018

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

__________

1.

Appointed as a director and an executive officer on December 29, 2017; resigned as director on August 18, 2018.

32

Table of Contents

Name and Principal Position

 

Year

 

Fees Earned or Paid in Cash

 

 

Option Awards

 

 

Total

 

James A. Doris

 

2022

 

$-

 

 

$-

 

 

$-

 

 

 

2021

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lawrence Fischer

 

2022

 

$40,000

 

 

$-

 

 

$40,000

 

 

 

2021

 

$33,333

 

 

$-

 

 

$33,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Herskovits

 

2022

 

$40,000

 

 

$-

 

 

$40,000

 

 

 

2021

 

$33,333

 

 

$-

 

 

$33,333

 

 

Directors of the Company may be reimbursed for any out-of-pocket expenses incurred by them for each regular or special meeting attendance. The Company presently has no pension, health, annuity, insurance or profit sharingprofit-sharing plans.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2019,2022, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, (ii) each director and each of our named executive officers and (iii) all executive officers and directors as a group.

 

The number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

 

The information reflected in the following table was, unless otherwise specified, the address of each of the persons set forth below or is in care of the Company at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094.

 

Title of Class

 

Name & Address of Beneficial Owners

 

Amount & Nature

of Beneficial Ownership (1)

 

 

Percent of

Class (2)

 

 

Name & Address of Beneficial Owners

 

Amount & Nature

of Beneficial Ownership (1)

 

 

Percent of

Class (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

James Doris (3)

 

17,000,000

 

12.21%

Common Stock

 

Timothy Swift

 

1.875.000

 

1.51%

 

Camber Energy, Inc.

 

69,928,356

 

60.92%

Common Stock

 

Frank W. Barker, Jr. (4)

 

5,000,000

 

3.87%

 

James Doris (3)

 

71,817,246

 

62.57%

Common Stock

 

Mark Finckle (5)

 

2,766,789

 

2.19%

 

David Herskovits (4)

 

73,890

 

0.06%

Common Stock

 

David Herskovits

 

65,000

 

0.05%

 

Lawrence Fisher (5)

 

47,323

 

0.04%

Common Stock

 

Lawrence Fisher

 

25,907

 

0.02%

 

John McVicar

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

All Officers and Directors as a Group

 

26,732,696

 

18.29%

 

All Officers and Directors as a Group

 

71,938,459

 

62.67%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series C Preferred

 

James A. Doris

 

28,092

 

100.0%

Series C Preferred Stock

 

James A. Doris

 

28,092

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series C Preferred

 

All Officers and Directors as a Group

 

28,092

 

100.0%

Series C Preferred Stock

 

All Officers and Directors as a Group

 

28,092

 

100.0%

_______________

1.

Beneficial Ownershipownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of the Company'sCompany’s common stock.stock unless otherwise stated herein.

 

50

Table of Contents

2.

As of December 31, 2019,2022, a total of 124,198,309114,780,967 shares of the Company'sCompany’s common stock, and 28,092 shares of the Company'sCompany’s Series C preferred stock, as well as 44,629,939475 shares of the Company’s Series E preferred stock, and 9,259,261 warrants are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial Ownerbeneficial owner above, any warrants exercisable within 60 days have been included for purposes of calculating the relevant percentage.percentage ownership.

 

3.

Includes 15,000,0001,666,667 warrants to purchase common stock held by James Doris.Doris, 222,223 shares of common stock held by Mr. Doris, and 69,928,356 shares of common stock held by Camber Energy, Inc. (“Camber”). Mr. Doris is a member of the Board of Directors of Camber, and therefore shares voting power with respect to shares issued in the name of Camber. Accordingly, Mr. Doris may be deemed a beneficial owner of shares issued in the name of Camber pursuant to Rule 13d-3 promulgated under the Exchange Act.

4.

Includes 5,000,00066,667 warrants to purchase common stock held by FWB Consulting, Inc., a company controlled by Frank W. Barker, Jr.David Herskovits

 

5.

Includes 2,000,00044,444 warrants to purchase common stock held by Mark Finckle.

33

Lawrence Fisher

Table of Contents

Item 13. Certain Relationships and Related Transactions

 

Item 13. Certain Relationships and Related Transactions

Related Transactions

 

The Company’s CEO and director, James Doris, has incurred expenses on behalf of, and made advancesrenders professional services to the Company in order to providethrough AGD Advisory Group, Inc., an affiliate of Mr. Doris’s. During each of the years ended December 31. 2022 and December 31 2021, the Company with fundspaid or accrued $360,000 in fees to carry on its operations. Additionally, Mr. Doris has made several loans through promissory notes to the Company, all accruing interest at 12%, and payable on demand.AGD Advisory Group, Inc. As of  December 31, 2019,2022 and 2021, the total amount due to Mr. Doris for these loans is $590,555. Accrued interest of $102,505AGD Advisory Group, Inc. was $370,000 and $270,000, respectively, and is included in accrued expenses and other current liabilities at December 31, 2019.accounts payable.

 

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr. McVicar’s. During the year ended December 31, 2022, the Company paid or accrued $140,000 in fees to 1508586 Alberta Ltd. There were no amounts due to 1508586 Alberta Ltd. at December 31, 2022.

The Company’s former CFO, Frank W. Barker, Jr., rendersrendered professional services to the Company through FWB Consulting, Inc., an affiliate of Mr. Barker’s. During the years ended December 31. 2022 and December 31 2021, the Company paid or accrued $130,000 and $120,000, respectively, in fees to FWB Consulting, Inc. As of December 31, 2019,2022 and 2021, the total amount due to FWB Consulting, Inc. is $184,468was $nil and $341,968, respectively, and is included in accounts payable.

The following table reflects the balances of related parties' transactions as of December 31, 2019 and 2018:

 

 

Years ended

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Due to Mr. James A. Doris – demand loans

 

 

590,555

 

 

 

395,555

 

Due to FWB Consulting, Inc.

 

 

184,468

 

 

 

114,468

 

 

 

$775,023

 

 

$510,023

 

 

Other than as disclosed, there were no material transactions, series of similar transaction, current transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $120,000 or 1% of the Company'sCompany’s total assets as of December 31, 2019,2022, and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the Company'sCompany’s common stock, or any member of the immediate family of any of the foregoing persons, had a material interest.

 

51

Item 14. Principal Accounting Fees and Services

Table of Contents

Item 14. Principal Accountant Fees and Services

 

The following table sets forth the fees billed by our independent accounting firm of Turner, Stone & Company, LLP, and prior independent accounting firms, for each of our last two fiscal years for the categories of services indicated.

 

 

Years Ended

 

 

Years Ended

December 31,

 

 

December 31,

 

Category

 

2019

 

 

2018

 

 

2022

 

 

2021

 

Audit Fees

 

$42,000

 

$42,000

 

 

$127,500

 

$95,000

 

Audit Related Fees

 

-

 

-

 

 

-

 

-

 

Tax Fees

 

-

 

-

 

 

12,000

 

26,000

 

All Other Fees

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

$42,000

 

 

$42,000

 

 

$139,500

 

 

$121,000

 

 

Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.

 

Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.

 

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

 

Other fees. Other services provided by our accountants.

 

 
3452

Table of Contents

 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

Item 15. Exhibits, Financial Statement Schedules.

Number

Description

2.1

Agreement and Plan of Merger, dated as of February 3, 2020,15, 2021, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)18, 2021)

3.1

Articles of Incorporation (incorporated by reference to our Definitive Information Statement on Schedule 14C filed on October 14, 2008)

 

3.2

Bylaws (incorporated by reference to our Definitive Information Statement on Schedule 14C filed on October 14, 2008)

 

3.3

Certificate of Amendment to Articles of Incorporation (incorporated by reference to our CurrentAnnual Report on Form 8-K10-K filed on November 6, 2018)March 25, 2021)

 

3.4

Certificate of AmendmentCorrection to Designation - After Issuance of Class or Series (incorporated by reference to our Current Report on Form 8-K filed on September 5, 2019)January 21, 2022)

3.5

Certificate of Designation (Series E Preferred Stock) (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 7, 2022)

 

10.1

Term Loan Agreement, dated December 22, 2017, by the Borrowers listed therein, 405 Petrodome LLC, as Administrative Agent, and 405 Petrodome LLC and Cargill, Incorporated, as Lenders (incorporated by reference to our Current Report on Form 8-K filed on December 29, 2017)

 

10.2

Purchase and Sale Agreement, executed as of September 1, 2018, by and among Viking Energy Group, Inc. and Bodel Holdings, L.L.C., Cleveland Holdings, L.L.C., Delbo Holdings, L.L.C., DeQuincy Holdings, L.L.C., Gulf Coast Working Partners, L.L.C., Oakley Holdings, L.L.C., SamJam Energy, L.L.C., and Perry Point Holdings, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on September 5, 2018)

 

10.3

First Amendment to Purchase and Sale Agreement, executed as of November 1, 2018, by and among Viking Energy Group, Inc. and Bodel Holdings, L.L.C., Cleveland Holdings, L.L.C., Delbo Holdings, L.L.C., DeQuincy Holdings, L.L.C., Gulf Coast Working Partners, L.L.C., Oakley Holdings, L.L.C., SamJam Energy, L.L.C., and Perry Point Holdings, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on November 5, 2018)

 

10.4

Second Amendment to Purchase and Sale Agreement, executed as of November 1, 2018, by and among Viking Energy Group, Inc. and Bodel Holdings, L.L.C., Cleveland Holdings, L.L.C., Delbo Holdings, L.L.C., DeQuincy Holdings, L.L.C., Gulf Coast Working Partners, L.L.C., Oakley Holdings, L.L.C., SamJam Energy, L.L.C., and Perry Point Holdings, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2018)

 

10.5

Collateral Agreement to Purchase and Sale Agreement, executed as of December 26, 2018, by and among Viking Energy Group, Inc. and Bodel Holdings, L.L.C., Cleveland Holdings, L.L.C., Delbo Holdings, L.L.C., DeQuincy Holdings, L.L.C., Gulf Coast Working Partners, L.L.C., Oakley Holdings, L.L.C., SamJam Energy, L.L.C., and Perry Point Holdings, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2018)

 

10.6

Term Loan Credit Agreement, dated as of December 28, 2018, by and among Ichor Energy Holdings, LLC, Ichor Energy, LLC, ABC Funding, LLC, as Administrative Agent, and the Lender Parties (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2018)

 

10.7

10% Secured Promissory Note, dated December 27, 2018, issued by Viking Energy Group, Inc. to RPM Investments, a Division of Opus Bank, in favor of Sellers (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2018)

 

10.8

Security and Pledge Agreement, executed as of December 27, 2018, by and among Viking Energy Group, Inc. and Bodel Holdings, L.L.C., Cleveland Holdings, L.L.C., Delbo Holdings, L.L.C., DeQuincy Holdings, L.L.C., Gulf Coast Working Partners, L.L.C., Oakley Holdings, L.L.C., SamJam Energy, L.L.C., and Perry Point Holdings, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2018)

 

10.9

 

Purchase and Sale Agreement, dated as of October 10, 2019, by and among Elysium Energy, LLC, 5Jabor, LLC, Bass Petroleum, L.L.C., Bodel Holdings, LLC, Delbo Holdings, L.L.C., James III Investments, L.L.C., JamSam Energy, LLC, Lake Boeuf Investments, LLC, Oakley Holdings, L.L.C., and Plaquemines Holdings, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2019)

 

10.10

First Amendment to Purchase and Sale Agreement, effective as of December 23, 2019, by and among 5Jabor, LLC; Bass Petroleum, L.L.C.; Bodel Holdings, LLC; Delbo Holdings, L.L.C.; James III Investments, LLC; JamSam Energy, L.L.C.; Lake Boeuf Investments, LLC; Oakley Holdings, L.L.C.; Plaquemines Holdings, L.L.C.; Elysium Energy, LLC; Viking Energy Group, Inc. and Five JAB, Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 30, 2019)

  

53

Table of Contents

10.11

Second Amendment to Purchase and Sale Agreement and Waiver, effective as of February 2, 2020, by and among 5Jabor, LLC; Bass Petroleum, L.L.C.; Bodel Holdings, LLC; Delbo Holdings, L.L.C.; James III Investments, LLC; JamSam Energy, L.L.C.; Lake Boeuf Investments LLC; Oakley Holdings, L.L.C.; Plaquemines Holdings, L.L.C. and Elysium Energy, LLC (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2020)

 

10.12

Term Loan Agreement, dated as of February 3, 2020, by and among Elysium Energy Holdings, LLC; Elysium Energy, LLC; Elysium Energy LA, LLC; Elysium Energy TX, LLC; Pointe a la Hache, L.L.C.; Turtle Bayou, L.L.C.; Potash, L.L.C.; Ramos Field, L.L.C.; 405 Woodbine LLC, as Administrative Agent, and the Lenders signatory thereto. (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2020)

 

10.13

First Amendment to Term Loan Agreement, effective as of September 1, 2020, by and among Viking Energy Group, Inc.; Elysium Energy, LLC; Elysium Energy Holdings, LLC; Elysium Energy LA, LLC; Elysium Energy TX, LLC; Pointe a La Hache, L.L.C.; Turtle Bayou, L.L.C.; Potash, L.L.C.; Ramos Field, L.L.C.; 405 Woodbine LLC, as Agent, and the Lenders (incorporated by reference to our Current Report on Form 8-K filed on September 4, 2020)

10.14

Security Agreement, dated as of February 3, 2020, by and among Elysium Energy, LLC; Elysium Energy LA, LLC; Elysium Energy TX, LLC; Pointe a la Hache, L.L.C.; Turtle Bayou, L.L.C.; Potash, L.L.C.; Ramos Field, L.L.C. and 405 Woodbine LLC (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2020)

 

10.1410.15

Guarantee and Pledge Agreement, dated as of February 3, 2020, by Elysium Energy Holdings, LLC and 405 Woodbine LLC (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2020)

 

10.1510.16

Securities Purchase Agreement, dated as of February 3, 2020, Issued by and between Viking Energy Group, Inc. and Camber Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)

 

35

 

Table of Contents

10.1610.17

$5,000,000 10.5% Secured Promissory Note, dated as of February 3, 2020, Issued by Viking Energy Group, Inc. to Camber Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)

10.17

Security and Pledge Agreement, dated as of February 3, 2020, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)

 

10.18

Security and Pledge Agreement, dated as of February 3, 2020, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)

 

10.19

Security and Pledge Agreement, dated as of February 3, 2020, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)

10.20

Assignment of Membership Interests by Viking Energy Group, Inc. in favor of Camber Energy, Inc. dated February 3, 2020 (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2020)

54

10.20

Employment Agreement with Timothy Swift dated asTable of March 19, 2018 (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 21, 2018)Contents

 

10.21

Restricted StockMutual Termination Agreement, with Timothy Swiftby and between Viking Energy Group, Inc. and Camber Energy, Inc., dated as of April 1, 2018December 22, 2020 (incorporated by reference to our QuarterlyCurrent Report on Form 10-Q8-K filed on May 21, 2018)December 28, 2020)

 

10.22

Assignment of Membership Interests, by Camber Energy, Inc. in favor of Viking Energy Group, Inc., dated December 22, 2020 (incorporated by reference to Current Report on Form 8-K filed on December 28, 2020)

10.23

Securities Purchase Agreement (with Cancellation Agreement), by and between Camber Energy, Inc. and Viking Energy Group, Inc., dated December 22, 2020 (incorporated by reference to our Current Report on Form 8-K filed on December 28, 2020)

10.24

Form of Guaranty, issued by Viking Energy Group, Inc., dated December 22, 2020 (incorporated by reference to our Current Report on Form 8-K filed on December 28, 2020)

10.25

Securities Purchase Agreement, by and between Camber Energy, Inc. and Viking Energy Group, Inc., dated December 31, 2020 (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2021)

10.26

Cancellation Agreement, by and between Viking Energy Group, Inc. and EMC Capital Partners, LLC, dated December 31, 2020 (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2021)

10.27

 

EmploymentForm of Guaranty, issued by Viking Energy Group, Inc., dated April 23, 2021 (incorporated by reference to our Current Report on Form 8-K filed on April 27, 2021)

10.28

Securities Purchase Agreement, with Mark Finckleby and between Camber Energy, Inc. and Viking Energy Group, Inc., dated as of SeptemberJuly 29, 2021 (incorporated by reference to our Current Report on Form 8-K filed on July 30, 2021)

10.29

Share Purchase Agreement, by and between Viking Energy Group, Inc., Simmax Corp., Remora EQ LP and Simson-Maxwell Ltd., dated August 6, 2021 (incorporated by reference to our Current Report on Form 8-K filed on August 9, 20192021)

10.30

Subscription Agreement between Viking Energy Group, Inc. and Simson-Maxwell Ltd., dated August 6, 2021 (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2021)

10.31

Unanimous Shareholders Agreement, by and between Viking Energy Group, Inc., Simmax Corp., Remora EQ LP and Simson-Maxwell Ltd., dated August 6, 2021 (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2021)

10.32

First Amendment to Unanimous Shareholders Agreement, by and between Viking Energy Group, Inc., Simmax Corp., Remora EQ LP and Simson-Maxwell Ltd., dated October 18, 2021 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 12, 2019)15, 2021)

 

10.2310.33

 

Restricted StockExclusive Intellectual Property License Agreement with Mark Fincklebetween ESG Clean Energy, LLC and Viking Energy Group, Inc., dated August 18, 2021 (incorporated by reference to our Current Report on Form 8-K filed on August 23, 2021)

10.34

Assignment of Membership Interests, by and between Viking Energy Group, Inc. and TO Ichor 2021, L.L.C., dated October 5, 2021 (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2021)

55

Table of Contents

10.35

Assignment of Membership Interests, by and between Viking Energy Group, Inc. and Elysium 2021, L.L.C., dated October 12, 2021 (incorporated by reference to our Current Report on Form 8-K filed on October 18, 2021)

10.36

Membership Interest Purchase Agreement, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated November 18, 2021 (incorporated by reference to our Current Report on Form 8-K filed on November 19, 2021)

10.37

Promissory Note, by New Rise Processing Reno, LLC, in favor of Viking Energy Group, Inc., dated November 18, 2021 (incorporated by reference to our Current Report on Form 8-K filed on November 19, 2021)

10.38

Guaranty, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated November 18, 2021 (incorporated by reference to our Current Report on Form 8-K filed on November 19, 2021)

10.39

Security Agreement-Pledge, by and between Viking Energy Group, Inc., and RESC, LLC, dated November 18, 2021 (incorporated by reference to our Current Report on Form 8-K filed on November 19, 2021)

10.40

First Amendment to Membership Interest Purchase Agreement, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2021)

10.41

Promissory Note, by New Rise Processing Reno, LLC, in favor of Viking Energy Group, Inc., dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2021)

10.42

Guaranty, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2021)

10.43

Security Agreement-Pledge, by and between Viking Energy Group, Inc., and RESC, LLC, dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2021)

10.44

Promissory Note, by New Rise Processing Reno, LLC, in favor of Viking Energy Group, Inc., dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on January 5, 2022)

10.45

Guaranty, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on January 5, 2022)

10.46

Security Agreement-Pledge, by and between Viking Energy Group, Inc., and RESC, LLC, dated December 22, 2021 (incorporated by reference to our Current Report on Form 8-K filed on January 5, 2022)

10.47

Promissory Note, by New Rise Processing Reno, LLC, in favor of Viking Energy Group, Inc., dated January 13, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 19, 2022)

56

Table of Contents

10.48

Guaranty, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated January 13, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 19, 2022)

10.49

Security Agreement-Pledge, by and between Viking Energy Group, Inc., and RESC, LLC, dated January 13, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 19, 2022)

10.50

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Choppy Group LLC, dated as of SeptemberJanuary 18, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 24, 2022)

10.51

Operating Agreement of Viking Ozone Technology, LLC, by and between Viking Energy Group, Inc., and Choppy Group LLC, dated as of January 18, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 24, 2022)

10.52

Promissory Note, by New Rise Processing Reno, LLC, in favor of Viking Energy Group, Inc., dated January 24, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 28, 2022)

10.53

Guaranty, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated January 24, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 28, 2022)

10.54

Security Agreement-Pledge, by and between Viking Energy Group, Inc., and RESC, LLC, dated January 24, 2022 (incorporated by reference to our Current Report on Form 8-K filed on January 28, 2022)

10.55

Manufacturing License Agreement, by and between Viking Ozone Technology, LLC and Simson-Maxwell, dated February 2, 2022 (incorporated by reference to our Current Report on Form 8-K filed on February 3, 2022)

10.56

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Virga Systems LLC, dated as of February 9, 20192022 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2022)

10.57

Operating Agreement of Viking Sentinel Technology, LLC, by and between Viking Energy Group, Inc., and Virga Systems LLC, dated as of February 9, 2022 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2022)

10.58

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Jedda Holdings LLC, dated as of February 9, 2022 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2022)

10.59

Operating Agreement of Viking Protection Systems, LLC, by and between Viking Energy Group, Inc., and Jedda Holdings LLC, dated as of February 9, 2022 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2022)

10.60

Termination Agreement, by and between Viking Energy Group, Inc., and RESC Renewable Holdings, LLC, dated as of May 31, 2022 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 12, 2019)June 7, 2022)

 

21.1*10.61

 

Subsidiaries ofPurchase and Sale Agreement, by and between Viking Energy Group, Inc., and the seller named therein, dated June 7, 2022 (incorporated by reference to our Current Report on Form 8-K filed on June 8, 2022)

57

Table of Contents

10.62

Letter Agreement, between Viking Energy Group, Inc. and John McVicar, dated June 8, 2022 (incorporated by reference to our Current Report on Form 8-K filed on June 14, 2022)

10.63

Purchase and Sale Agreement by and between Petrodome Napoleonville, LLC and Napoleonville, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.64

Purchase and Sale Agreement by and between Petrodome Napoleonville, LLC and WPP Petro, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.65

Purchase and Sale Agreement by and between Petrodome Bloomington, LLC and Bloomington, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.66

Purchase and Sale Agreement by and between Petrodome Bloomington, LLC and WPP Petro, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.67

Purchase and Sale Agreement by and between Petrodome Pineville, LLC and Bay Springs North, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.68

Purchase and Sale Agreement by and between Petrodome Pineville, LLC and WPP Petro, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.69

Purchase and Sale Agreement by and between Petrodome Louisiana Pipeline, LLC and East Mud Lake, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

10.70

Purchase and Sale Agreement by and between Petrodome Louisiana Pipeline, LLC and WPP Petro, L.L.C. (incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022)

 

31.1*

Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2*

Certification of Principal Financial and Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1*

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

 

32.2*

Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

 

101.INS**

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

 

101.SCH**

Inline XBRL Taxonomy Extension Schema DocumentDocument.

 

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument.

 

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument.

 

101.LAB**

Inline XBRL Taxonomy Extension LabelLabels Linkbase DocumentDocument.

 

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument.

______________

* Filed herewith

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

36

 

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

58

Table of Contents

 

SIGNATURES

 

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

VIKING ENERGY GROUP, INC.

(Registrant)

 

Date: March 30, 202024, 2023

By:

/s/ James Doris

James Doris

Principal Executive Officer

 

In accordance with the Securities Exchange Act this report has been signed below by the following person(s) on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: March 30, 202024, 2023

By:

/s/ Frank W. Barker, Jr.John McVicar

Frank W. Barker, Jr.John McVicar

Principal Financial and Accounting Officer

Principal Financial and Accounting Officer

 

 

37

59