As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/04/10  Empire Energy Corp                10-Q        3/31/10    5:703K                                   Action Edgar Fil… Svc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        March 31, 2010 10Q                                  HTML    411K 
 2: EX-31       Ex-31.1 Section 302 Certification                   HTML     14K 
 3: EX-31       Ex-31.1 Section 302 Certification                   HTML     14K 
 4: EX-32       Ex-32.1 Section 906 Certification                   HTML      8K 
 5: EX-32       Ex-32.2 Section 906 Certification                   HTML      8K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

________________________________________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2010

Commission File Number: 1-10077

_______________________________________________________________________

 

EMPIRE ENERGY CORPORATION INTERNATIONAL

(Exact name of small business issuer as specified in its charter)

_______________________________________________________________________

Nevada		87-0401761
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)

 

4500 College Blvd, Suite 240, Leawood, KS		66211
(Address of Principal Executive offices)		(Zip Code)

Issuer’s telephone number: (913) 663-2310

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   X  .    No       .  

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

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

Large accelerated filer        .		Accelerated filer        .
Non-accelerated filer        .		Smaller reporting company    X  .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes        .   No   X  .  

The issuer had 279,204,767 shares of its Class A Common Stock issued and outstanding, 98,680 shares of its Class B Common Stock issued and outstanding, and 98,680 shares of paired convertible Exchange shares issued and outstanding as of April 20, 2010, the latest practicable date before the filing of this report.

Transitional Small Business Format (check one);    Yes       .    No   X  .  

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PART I—FINANCIAL INFORMATION

Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements that concern our business. Such statements are not guarantees of future performance and actual results or developments could differ materially from those expressed or implied in such statements as a result of certain factors, including those factors set forth in Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this report. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe, intend or anticipate will or may occur in the future, including the Company’s ability to successfully maintain its existence while it identifies potential business opportunities, are forward looking statements.

These statements are based on certain assumptions and analyses made by us in light of our experience and our product research. Such statements are subject to a number of assumptions including the following:

 

	•		ability to obtain financing on favorable conditions;

 

	•		the likelihood of success of the business opportunity that we are pursuing;

 

	•		risks and uncertainties;

 

	•		general economic and business conditions; and

 

	•		changes in laws or regulations and other factors, many of which are beyond our control.

The cautionary statements contained or referred to in this report should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

2

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Item 1.

Financial Statements.

EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED BALANCE SHEETS

 (UNAUDITED)

 

		March 31, 2010				December 31, 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	31,473			$	14,976
Receivables			2,305				2,268
Prepayments and other current assets			96,296				78,814
TOTAL CURRENT ASSETS			130,074				96,058
OIL AND GAS PROPERTIES UNDER DEVELOPMENT, NET			—				—
PROPERTY AND EQUIPMENT, NET			82,169				94,512
TOTAL ASSETS		$	212,243			$	190,570
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Trade and other payables		$	5,064,948			$	4,904,636
Trade and other payables—related party			1,204,349				1,062,349
Short term debt			4,871,885				3,708,515
Short term debt—related party			1,495,639				1,284,853
Stock subscription payable			27,000				—
Accrued interest payable			360,000				337,500
TOTAL CURRENT LIABILITIES			13,023,821				11,097,853
NOTES PAYABLE			-				1,208,719
TOTAL LIABILITIES			13,023,821				12,306,572
COMMITMENTS AND CONTINGENCIES			—				—
STOCKHOLDERS’ DEFICIT
Class A Common stock, (599,000,000 authorized) par value of $0.001, 278,544,700 and 278,544,366 shares issued and outstanding respectively			278,544				278,544
Class B Common stock, (1,000,000 authorized) value of $0.001, 99,097 and 99,431 shares issued and outstanding respectively			99				99
Additional paid-in capital			34,345,300				34,345,300
Deficit accumulated during the exploration stage			(46,787,754	)			(46,221,225	)
Accumulated other comprehensive income (loss)			(647,767	)			(518,720	)
TOTAL STOCKHOLDERS’ DEFICIT			(12,811,578	)			(12,116,002	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	212,243			$	190,570

See summary of significant accounting policies and notes to consolidated financial statements

 

3

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EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months Ended March 31, 2010 and 2009 and from March 15, 1995 (Inception) to March 31, 2010

(Unaudited)

 

	Three months Ended March 31, 2010			Three months Ended March 31, 2009			March 15, 1995 (Inception) to March 31, 2010
TOTAL REVENUES	$	—		$	—		$	—
COSTS AND EXPENSES
Selling, general and administrative		349,543			916,181			24,113,811
Impairment of well costs		—			—			8,271,190
Exploration costs		—			7,193			9,313,295
TOTAL COSTS AND EXPENSES		349,543			923,374			41,698,296
LOSS FROM OPERATIONS		(349,543	)		(923,374	)		(41,698,296)
OTHER INCOME (EXPENSE)
Realized gain on marketable securities and note receivable		—			1,443,403			1,529,485
Impairment loss on marketable securities		—			(1,276,667	)		(1,277,336)
Foreign currency transaction gains (losses)		(113,931	)		14,328			(67,443)
Loss on extinguishments of debt		—			(610,326	)		(610,326)
Loss on equity investment		—			—			(829,000)
Loss on sale of equipment		—			—			(11,369)
Other income		—			28,833			87,279
Interest (expense)		(103,055	)		(257,198	)		(3,890,271)
LOSS BEFORE INCOME TAXES		(566,529	)		(1,581,001	)		(46,767,278)
INCOME TAXES		—			—			—
NET LOSS FROM CONTINUING OPERATIONS		(566,529	)		(1,581,001	)		(46,767,278)
GAIN (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		—			—			(20,476)
NET LOSS	$	(566,529	)	$	(1,581,001	)	$	(46,787,754)
NET LOSS PER COMMON SHARE:
Basic and diluted loss per share from continuing   operations	$	(0.00	)	$	(0.01	)
Basic and diluted loss per share from discontinued  operations		(0.00	)		(0.00	)
Basic and diluted loss per share	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic and diluted		278,544,533			272,482,964

See summary of significant accounting policies and notes to consolidated financial statements

 

4

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EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Period From March 1995 (Inception) Through March 31, 2010

(UNAUDITED)

 

		Common		Stock - A		Common		Stock - B		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Deficit Accumulated during the Exploration Stage			Total Stockholders’ Equity (Deficit)
		No.		$		No.		$		$			$			$			$
Balance at March 15, 1995		—		—		—		—		—			—			—			—
Reverse Acquisition of GSLM		8,747,012		8,747		105,857		106		(8,853	)		—			—			—
Issuance of common stock: cash		1,000		1						745									746
Net loss		—		—		—		—		—			—			—			—
Balance at June 30, 1996		8,748,012		8,748		105,857		106		(8,108	)		—			—			746
Issuance of common stock: cash		59,000		59		—		—		53,977			—			—			54,036
Issuance of common stock: share premium		—		—		—		—		391,761			—			—			391,761
Net loss		—		—		—		—		—			—			(477,078	)		(477,078	)
Foreign currency translations		—		—		—		—		—			24,122			—			24,122
Balance at June 30, 1997		8,807,012		8,807		105,857		106		437,630			24,122			(477,078	)		(6,413	)
Issuance of common stock: cash		138,688		139		—		—		86,318			—			—			86,457
Issuance of common stock: share premium		—		—		—		—		857,737			—			—			857,737
Net loss		—		—		—		—					—			(1,247,314	)		(1,247,314	)
Foreign currency translations		—		—		—		—		—			185,864			—			185,864
Balance at June 30, 1998		8,945,700		8,946		105,857		106		1,381,685			209,986			(1,724,392	)		(123,669	)
Issuance of common stock: cash		69,581		70		—		—		328,899			—						328,969
Net loss		—		—		—		—		—			—			(267,403	)		(267,403	)
Foreign currency translations		—		—		—		—		—			(106,064	)		—			(106,064	)
Balance at June 30, 1999		9,015,281		9,016		105,857		106		1,710,584			103,922			(1,991,795	)		(168,167	)
Issuance of common stock: cash		35,971		36		—		—		137,205			—			—			137,241
Issuance of common stock: services		23,214		23		—		—		151,099			—			—			151,122
Net loss		—		—		—		—		—			—			(186,666	)		(186,666	)
Foreign currency translations		—		—		—		—		—			22,585			—			22,585
Balance at June 30, 2000		9,074,466		9,075		105,857		106		1,998,888			126,507			(2,178,461	)		(43,885	)

See summary of significant accounting policies and notes to consolidated financial statements

 

5

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EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Period From March 1995 (Inception) Through March 31, 2010

(UNAUDITED)

 

		Common		Stock - A		Common		Stock - B		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Deficit Accumulated during the Exploration Stage			Total Stockholders’ Equity (Deficit)
		No.		$		No.		$		$			$			$			$
Balance at July 1, 2000		9,074,466		9,075		105,857		106		1,998,888			126,507			(2,178,461	)		(43,885	)
Issuance of common stock: cash		348,214		348		—		—		1,174,477			—			—			1,174,825
Issuance of common stock: services		23,317		23		—		—		67,863			—			—			67,886
Issuance of common stock: bonus issue		51,911,055		51,911		—		—		(51,911	)		—			—			—
Net loss		—		—		—		—					—			(1,767,759	)		(1,767,759	)
Foreign currency translations		—		—		—		—		—			73,133			—			73,133
Balance at June 30, 2001		61,357,052		61,357		105,857		106		3,189,317			199,640			(3,946,220	)		(495,800	)
Issuance of common stock: cash		609,000		609		—		—		590,642			—			—			591,251
Issuance of common stock: services		3,955,125		3,955		—		—		530,778			—			—			534,733
Stock issuance costs		—		—		—		—		(44,109	)		—			—			(44,109	)
Net loss		—		—		—		—		—			—			(1,382,217	)		(1,382,217	)
Foreign currency translations		—		—		—		—		—			(83,949	)		—			(83,949	)
Balance at June 30, 2002		65,921,177		65,921		105,857		106		4,266,628			115,691			(5,328,437	)		(880,091	)
Issuance of common stock: cash		1,028,764		1,029		—		—		607,613			—			—			608,642
Issuance of common stock: services		3,955,125		3,955		—		—		2,119,156			—			—			2,123,111
Stock issuance costs		—		—		—		—		(286,040	)		—			—			(286,040	)
Net loss		—		—		—		—		—			—			(2,901,629	)		(2,901,629	)
Foreign currency translations		—		—		—		—		—			(233,528	)		—			(233,528	)
Balance at June 30, 2003		70,905,066		70,905		105,857		106		6,707,357			(117,837	)		(8,230,066	)		(1,569,535	)
Issuance of common stock: cash		246,800		247		—		—		159,926			—			—			160,173
Issuance of common stock: services		21,928		22		—		—		16,238			—			—			16,260
Stock issuance costs		—		—		—		—		2,007			—			—			2,007
Net loss		—		—		—		—		—			—			(599,870	)		(599,870	)
Foreign currency translations		—		—		—		—		—			(24,630	)		—			(24,630	)
Balance at June 30, 2004		71,173,794		71,174		105,857		106		6,885,528			(142,467	)		(8,829,936	)		(2,015,595	)

See summary of significant accounting policies and notes to consolidated financial statements

 

6

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EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Period From March 1995 (Inception) Through March 31, 2010

(UNAUDITED)

 

See summary of significant accounting policies and notes to consolidated financial statements

 

7

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EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Period From March 1995 (Inception) Through March 31, 2010

(UNAUDITED)

 

See summary of significant accounting policies and notes to consolidated financial statements

8

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EMPIRE ENERGY CORPORATION INTERNATIONAL

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Period From March 1995 (Inception) Through March 31, 2010

(UNAUDITED)