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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 EnergieInvesting.com Inc. 10-Q 6/30/22 32:1.5M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 358K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 15K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 15K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 11K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 11K
11: R1 Cover HTML 64K
12: R2 Consolidated Balance Sheets (Unaudited) HTML 82K
13: R3 Consolidated Balance Sheets (Unaudited) HTML 19K
(Parenthetical)
14: R4 Consolidated Statements of Operations (Unaudited) HTML 67K
15: R5 Statements of Changes in Stockholders' Equity HTML 45K
(Deficit) (Unaudited)
16: R6 Statements of Cash Flows (Unaudited) HTML 69K
17: R7 Organization, Nature of Operations and Going HTML 17K
Concern
18: R8 Summary of Significant Accounting Policies HTML 31K
19: R9 Oil and Gas Properties HTML 16K
20: R10 Related Party Transactions HTML 21K
21: R11 Stockholders? Equity HTML 21K
22: R12 Contingencies HTML 16K
23: R13 Summary of Significant Accounting Policies HTML 53K
(Policies)
24: R14 Summary of Significant Accounting Policies HTML 14K
(Details Narrative)
25: R15 Oil and Gas Properties (Details Narrative) HTML 13K
26: R16 Related Party Transactions (Details Narrative) HTML 39K
27: R17 Stockholders? Equity (Details Narrative) HTML 24K
30: XML IDEA XML File -- Filing Summary XML 46K
28: XML XBRL Instance -- energie_i10q-063022_htm XML 227K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended i June 30, 2022
OR
i ☐ 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: i 333-264132
(Exact Name of Registrant as Specified in its Charter)
| i Florida | i 85-0535158 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
i 2210 Front Street, i Unit 206
i Melbourne, i Florida i 32901
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: i (321) i 293-6003
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Common Stock, $0.001 par value | N/A | N/A |
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. i Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☐ i No ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| i Non-accelerated filer | ☒ | Smaller reporting company | i ☒ |
| (Do not check if a smaller reporting company) | Emerging growth company | i ☒ | |
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 7(a)(2)(B) of the Securities Act. i ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ i No ☒
As of August 11, 2022, there were shares of common stock of the Registrant outstanding.
Documents Incorporated by Reference: None.
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Unless the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” “EI,” “Company,” or “our Company” refers to EnergieInvesting.com, Inc. and, if applicable, our subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning: possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results; and any other statements that are not historical facts.
From time to time, forward-looking statements also are included in our other periodic reports on Form 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether resulting from new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.
For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “RISK FACTORS” included in our most recent Form S-1 Registration Statement, as amended, as filed with the United States Securities and Exchange Commission on April 5, 2022, and declared effective on May 10, 2022.
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PART I - FINANCIAL INFORMATION
Index to Financial Statements
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EnergieInvesting.com, Inc.
(Unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | i 17,706 | $ | i 24,826 | ||||
| Prepaid expense | i 2,647 | i 1,200 | ||||||
| Total current assets | i 20,353 | i 26,026 | ||||||
| Other assets | i 20,000 | i 20,000 | ||||||
| Total assets | $ | i 40,353 | $ | i 46,026 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | i 9,194 | $ | i 16,459 | ||||
| Accounts payable - related party | i 102,361 | i 70,000 | ||||||
| Notes payable | i 103,803 | i 50,000 | ||||||
| Total current liabilities | i 215,358 | i 136,459 | ||||||
| Total liabilities | i 215,358 | i 136,459 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Stockholders' deficit: | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of June 30, 2022 and December 31, 2021 | i 45,992 | i 45,992 | ||||||
| Additional Paid in Capital | i 214,648 | i 214,648 | ||||||
| Accumulated deficit | ( i 435,645 | ) | ( i 351,073 | ) | ||||
| Total stockholders’ deficit | ( i 175,005 | ) | ( i 90,433 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | i 40,353 | $ | i 46,026 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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EnergieInvesting.com, Inc.
(Unaudited)
The accompanying notes are an integral part of these unaudited financial statements.
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EnergieInvesting.com, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
| Common stock | Additional | |||||||||||||||||||
| Number of | paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | deficit | Total | ||||||||||||||||
| Balance at December 31, 2021 | i 45,992,100 | $ | i 45,992 | $ | i 214,648 | $ | ( i 351,073 | ) | $ | ( i 90,433 | ) | |||||||||
| Net loss | – | – | – | ( i 60,017 | ) | ( i 60,017 | ) | |||||||||||||
| Balance at March 31, 2022 | i 45,992,100 | i 45,992 | i 214,648 | ( i 411,090 | ) | ( i 150,450 | ) | |||||||||||||
| Net loss | – | – | – | ( i 24,555 | ) | ( i 24,555 | ) | |||||||||||||
| Balance at June 30, 2022 | i 45,992,100 | $ | i 45,992 | $ | i 214,648 | $ | ( i 435,645 | ) | $ | ( i 175,005 | ) | |||||||||
| Balance at December 31, 2020 | i 44,000,100 | $ | i 44,000 | $ | i 117,040 | $ | ( i 91,423 | ) | $ | i 69,617 | ||||||||||
| Proceeds from sale of common stock for cash | i 1,500,000 | i 1,500 | i 73,500 | i – | i 75,000 | |||||||||||||||
| – | ||||||||||||||||||||
| Net loss | – | – | – | ( i 49,075 | ) | ( i 49,075 | ) | |||||||||||||
| Balance at March 31, 2021 | i 45,500,100 | i 45,500 | i 190,540 | ( i 140,498 | ) | i 95,542 | ||||||||||||||
| Net loss | – | – | – | ( i 67,431 | ) | ( i 67,431 | ) | |||||||||||||
| Balance at June 30, 2021 | i 45,500,100 | $ | i 45,500 | $ | i 190,540 | $ | ( i 207,929 | ) | $ | i 28,111 | ||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EnergieInvesting.com, Inc.
(Unaudited)
For the Six Months Ended | For the Six Months Ended | |||||||
| Cash flow from operating activities: | ||||||||
| Net loss | $ | ( i 84,572 | ) | $ | ( i 116,506 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | i – | i – | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid assets | ( i 1,447 | ) | i 8,000 | |||||
| Accounts payable and accrued liabilities | ( i 7,265 | ) | i 8,491 | |||||
| Accounts payable, related party | i 32,361 | i – | ||||||
| Net cash provided by (used in) operating activities | ( i 60,923 | ) | ( i 100,015 | ) | ||||
| Cash flow from investing activities: | ||||||||
| Purchase of oil and gas properties | i – | i – | ||||||
| Net cash used by investing activities | i – | i – | ||||||
| Cash flow from financing activities: | ||||||||
| Proceeds from equity issuance | i – | i 75,000 | ||||||
| Proceeds from related party notes payable | i 53,803 | i – | ||||||
| Net cash provided by financing activities | i 53,803 | i 75,000 | ||||||
| NET CHANGE IN CASH | ( i 7,120 | ) | ( i 25,015 | ) | ||||
| CASH AT BEGINNING OF PERIOD | i 24,826 | i 47,176 | ||||||
| CASH AT END OF PERIOD | $ | i 17,706 | $ | i 22,161 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | i – | $ | i – | ||||
| Cash paid for income taxes | $ | i – | $ | i – | ||||
| Non-cash transactions | ||||||||
| Expenses paid by related party | $ | i – | $ | i – | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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EnergieInvesting.com, Inc.
(formerly Nowea, Inc.)
(Unaudited)
i
NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN
Organization and Nature of Operations
Energieinvesting.com, Inc. (“the Company” or “EnergieInvesting.com”) was formed on March 18, 2020 as a Florida Corporation, under the name Nowea, Inc. The Company was renamed Energieinvesting.com on October 1, 2020. The Company acquires and develops oil and gas properties in the State of Kentucky.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses and generated negative cash flows from operations since inception. Due to these conditions, it raised substantial doubt about its ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with loans or the sale of equity. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.
Impact of COVID-19
The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread, has severely impacted the U.S. and world economies. Economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for the Company’s products and the Company’s operating results. The range of possible impacts on the Company’s business from the coronavirus pandemic could include: (i) changing demand for the Company’s products; and (ii) potential disruption to the Company’s supply chain and distribution network.
i
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the consolidated financial statements are as follows:
i
Basis of Accounting
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
i
Use of Estimates
The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, stock-based compensation expense, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
i
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
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i
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2022, there were dilutive instruments outstanding.
/ i
Financial Instruments
The Company’s financial instruments consist
of cash and cash equivalents, accounts payable and accrued liabilities, and short-term notes payable with related parties. The Company
believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature
and respective maturity dates or durations.
i
Revenue Recognition
The Company recognizes revenue in accordance with the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606. The Company’s revenue is typically generated from contracts to sell natural gas produced from interests in oil and gas properties owned by the Company. The Company typically elects to treat contracts to sell oil and gas production as normal sales, which are then accounted for as contracts with customers. The Company has determined that these contracts represent a single performance obligation which is satisfied when control of the commodity transfers to the customer, typically through the delivery of the specified commodity to a designated delivery point.
Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring control of those goods to the customer at the time of sale. The contract consideration in the Company’s variable price contracts are typically allocated to specific performance obligations in the contract according to the price stated in the contract. Amounts allocated in the Company’s fixed price contracts are based on the standalone selling price of those products in the context of long-term, fixed price contracts, which generally approximates the contract price. Payment is generally received one or two months after the sale has occurred.
i
Oil and Gas Properties
The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool. As of June 30, 2022, the Company had no properties with proven reserves. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. the Company assesses the property at least quarterly to ascertain whether impairment has occurred. In assessing impairment the Company performs a ceiling test calculation and considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. Acquisition and development costs for unproven reserves are expensed as incurred to oil and gas production costs. Acquisition and development costs for unproven reserves are expensed as incurred to oil and gas production costs
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Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 4.
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Long-lived Assets
In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
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Fair value
Accounting standards regarding fair value of financial instruments define fair value, establish a three-level hierarchy which prioritizes and defines the types of inputs used to measure fair value, and establish disclosure requirements for assets and liabilities presented at fair value on the consolidated balance sheets. Fair value is the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants. A liability is quantified at the price it would take to transfer the liability to a new obligor, not at the amount that would be paid to settle the liability with the creditor.
The three-level hierarchy is as follows:
| · | Level 1 inputs consist of unadjusted quoted prices for identical instruments in active markets. |
| · | Level 2 inputs consist of quoted prices for similar instruments. |
| · | Level 3 valuations are derived from inputs which are significant and unobservable and have the lowest priority. |
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet for cash, oil and gas receivables, other receivables, accounts payable and accrued liabilities, due to related party, short-term loans payable, and short-term notes payable approximate their fair market value based on the short-term maturity of these instruments.
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Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.
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NOTE 3 – OIL AND GAS PROPERTIES
During the period from March 18, 2020 (inception) through December 31, 2020 the Company acquired oil and gas properties consisting of 17 unproven wells across 7 mineral leases all within the state of Kentucky. The Company’s working interest in the various lease ranges from 75% to 100%. The Company performs all maintenance, pumping and related activities on the wells. During the period from March 18, 2020 (inception) through December 31, 2020, the Company capitalized $20,000 of acquisition and development costs related to these leases for the asset retirement bond purchased in the State of Kentucky, which is included in Environmental bond on the Company’s balance sheet.
In March 2021, the Company filed a lawsuit against certain working interest partners on its various wells in order to obtain their working interests based on the previous owner of the leases overselling working interests to various parties. In July 2021, the Company entered into a settlement with certain of these owners to assign their interests to the Company in exchange for dropping the lawsuit. In January 2022, the Company received a summary judgement in its favor for the remaining working interests. During the six months ended June 30, 2022, the Company received $ i 587 as part of this settlement from one of the former working interest holders, which is included in Other Income in the Company’s statement of operations.
In May 2021, Joachim Haas, the chairman of the Board of Directors of the Company assigned to the Company his 10% overriding royalty interest in certain wells in which the Company holds existing royalty and working interests for no consideration.
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NOTE 4 – RELATED PARTY TRANSACTIONS
In April 2021, U.S. Oil & Gas Royalty Trust, LLC assigned the judgement receivable to the Company in exchange for no consideration. The receivable has a full allowance recognized, based on management’s estimate of the low likelihood of collection.
In May 2021, Joachim Haas, the chairman of the Board of Directors of the Company, assigned to the Company his 10% overriding royalty interest in certain wells in which the Company holds existing royalty and working interests for no consideration.
In July 2021, the Company entered into a note payable with U.S Oil & Gas Royalty Trust whereby the Company received $ i 50,000 of cash proceeds. The note is due on demand and bears interest at i 7.5% per annum beginning September 1, 2021. As of June 30, 2022 and December 31, 2021 the accrued interest on the note is $ i 2,168 and $ i 1,243, receptively.
On April 18, 2022, the Company received a related party loan from Joachim Haas for a total of $ i 23,000. The loan bears interest at i 1% per annum commencing on September 1, 2022, is unsecured, and due on demand.
During the six months ended June 30, 2022, the Company incurred consulting fees from the Company’s former CEO of $ i 23,000. As of June 30, 2022 and December 31, 2021, the Company owed $ i 94,261 and $ i 70,000, respectively, to the former CEO. As of June 30, 2022, the Company owes $ i 6,000 to its current CEO and Chairman, Joachim Haas, and $ i 2,100 to its CFO, Achim Weber.
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At inception, the Company was authorized to issue up to 100 shares of common stock with a par value of $. In February 2021, The Company increased the authorized common shares to .
The Company issued shares on March 18, 2020 to Nowea Energy, Inc., a related party through common directors. During the period ending December 31, 2020, the Company sold shares of common stock to Nowea Energy, Inc. investor for cash proceeds of $ i 440,000. The shares were issued in 2021 but are reflected as outstanding as of December 31, 2020 due to the administrative delay in issuing the shares.
During the six months ended June 30, 2021, the Company sold shares of common stock to Nowea Energy, Inc. for cash proceeds of $ i 75,000.
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Various lawsuits, claims and other contingencies arise in the ordinary course of the Company’s business activities. While the ultimate outcome of the aforementioned contingencies are not determinable at this time, management believes that any liability or loss resulting therefrom will not materially affect the financial position, results of operations or cash flows of the Company.
The Company, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution cleanup resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage that is customary in the industry, although the Company is not fully insured against all environmental risks.
The Company is not aware of any environmental claims existing as of June 30, 2022. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered on the Company’s oil and gas properties.
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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
This following discussion summarizes the significant factors affecting the interim consolidated financial statements, financial condition, liquidity, and cash flows of EnergieInvesting.com, Inc, for the six months ended June 30, 2022 and 2021. The discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent Form S-1 Registration Statement, as amended, as filed with the United States Securities and Exchange Commission on April 5, 2022, and declared effective on May 10, 2022.
ENERGIEINVESTING.COM INC. (“ENERGIEINVESTING.COM”, the “Company” “we” or “us”) is a development stage company. We were incorporated under the laws of the state of Florida on March 18, 2020. We are in the business of oil exploration.
ENERGIEINVESTING.COM currently holds ownership in the following seventeen (17) wells:
● Madison
Total Gross Acreage: 12 Acres
Total Gross Developed Acreage: 2 Acres
Total Net Developed Acreage: 1.5 Net Acres
Total Gross Undeveloped Acreage: 10 Acres
Total Net Undeveloped Acreage: 7.5 Acres
Lease Expiration: Lease only expires when oil, gas, casing-head gas, or casing-head gasoline productions cease
Oil Well #1
5.0% Overriding Royalty Interest
75.0% Working Interest
62.6251% Net Revenue Interest
Oil Well #2
5.0% Overriding Royalty Interest
75.0% Working Interest
62.6251% Net Revenue Interest
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● Kovausey
Total Gross Acreage: 363 Acres
Total Gross Developed Acreage: 3 Acres
Total Net Developed Acreage: 3 Acres
Total Gross Undeveloped Acreage: 360 Acres
Total Net Undeveloped Acreage: 360 Acres
Lease Expiration: Lease only expires when oil, gas, casing-head gas, or casing-head gasoline productions cease
Oil Well #2,
2.0% Overriding Royalty Interest
100.0% Working Interest
75.0% Net Revenue Interest
Oil Well #5,
2% Overriding Royalty Interest
100.0% Working Interest
75.0% Net Revenue Interest
Oil Well #11
2% Overriding Royalty Interest
100.0% Working Interest
75.0% Net Revenue Interest
● Ennis
Total Gross Acreage: 201 Acres
Total Gross Developed Acreage: 5 Acres
Total Net Developed Acreage: 5 Acres
Total Gross Undeveloped Acreage: 196 Acres
Total Net Undeveloped Acreage: 196 Acres
Lease Expiration: Lease only expires when oil, gas, casing-head gas, or casing-head gasoline productions cease
Oil Well #2
12.5% Overriding Royalty Interest
100.0% Working Interest
70.0% Net Revenue Interest
Oil Well #4
12.5% Overriding Royalty Interest
100.0% Working Interest
70.0% Net Revenue Interest
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Oil Well #5
12.5% Overriding Royalty Interest
100.0% Working Interest
70.0% Net Revenue Interest
Oil Well #7
12.5% Overriding Royalty Interest
100% Working Interest
70% Net Revenue Interest
Oil Well #11
0% Overriding Royalty Interest
100.0% Working Interest
70.0% Net Revenue Interest
● Ritter/Whitaker
Total Gross Acreage: 130 Acres
Total Gross Developed Acreage: 2 Acres
Total Net Developed Acreage: 2 Acres
Total Gross Undeveloped Acreage: 128 Acres
Total Net Undeveloped Acreage: 128 Acres
Lease Expiration: Lease only expires when oil or gas productions cease
Oil Well #1
5% Overriding Royalty Interest
100.0% Working Interest
70.0% Net Revenue Interest
Oil Well #2
5% Overriding Royalty Interest
100.0% Working Interest
70.0% Net Revenue Interest
● Cody/Francis/Devries
Total Gross Acreage: 52 Acres
Total Gross Developed Acreage 2 Acres
Total Net Developed Acreage: 2 Acres
Total Gross Undeveloped Acreage: 50 Acres
Total Net Undeveloped Acreage: 50 Acres
Lease Expiration: Lease only expires when oil or gas productions cease
Oil Well #1
0.0% Overriding Royalty Interest
100.00% Working Interest
80.0% Net Revenue Interest
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Oil Well #2
0.0% Overriding Royalty Interest
100.00% Working Interest
80.0% Net Revenue Interest
● Hardcastle
Total Gross Acreage: 1,025 Acres
Total Gross Developed Acreage: 3 Acres
Total Net Developed Acreage: 3 Acres
Total Gross Undeveloped Acreage: 1,022 Acres
Total Net Undeveloped Acreage: 1,022 Acres
Lease Expiration: Lease only expires when oil or gas productions cease
Oil Well #2
25% Overriding Royalty Interest
100.00% Working Interest
70.0% Net Revenue Interest
Oil Well #4
25% Overriding Royalty Interest
100% Working Interest
70.0% Net Revenue Interest
Oil Well #5
25% Overriding Royalty Interest
100.00% Working Interest
70.0% Net Revenue Interest
The Company operates these wells as a licensed operator in the State of Kentucky. These wells are located on six (6) leases located in Kentucky (the “Leases”).
Our plan is to continue to develop the above-mentioned oil wells within the next twelve (12) months and to increase the oil production by enhancement procedures. Further, our plan is to start a drilling program to drill eight (8) new wells within the coming twenty-four months.
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The following chart provides an overview of our budgeted expenditures by significant area of activity over the next twelve (12) months as well over the next twenty-four (24) months, assuming we are able to attract sufficient debt or equity financing. We anticipate that we shall need to raise an additional $682,100 in debt or equity financing in the next twelve (12) months to meet our objectives and execute our business plan. There can be no assurance that we will be able to attract financing and we may be required to scale back operations accordingly.
| Month 1-3 | Month 4-6 | Month 7-9 | Month 10-12 | Total | |
| Expenditures | |||||
| Payroll | $37,200 | $37,200 | $37,200 | $37,200 | $148,800 |
| Travel | $2,500 | $2,500 | $2,500 | $2,500 | $10,000 |
| Accounting | $3,000 | $3,000 | $3,000 | $3,000 | $12,000 |
| Legal | $8,000 | $4,000 | $2,000 | $2,000 | $16,000 |
| Auditing | $3,000 | $3,000 | $3,000 | $3,000 | $12,000 |
| Oil Field | |||||
| Maintenance | $3,375 | $3,375 | $3,375 | $3,375 | $13,500 |
| Work over | $10,000 | $10,000 | $0 | $0 | $20,000 |
| New drilling | $0 | $0 | $200,000 | $200,000 | $400,000 |
| Promotion | $9,000 | $6,000 | $3,000 | $3,000 | $21,000 |
| Investor Relations | $6,000 | $6,000 | $6,000 | $6,000 | $24,000 |
| Office Lease | $1,200 | $1,200 | $1,200 | $1,200 | $4,800 |
| Sum | $83,275 | $76,275 | $261,275 | $261,275 | $682,100 |
| Earnings | |||||
| Sale of oil | |||||
| Devries | $0 | $0 | $0 | $0 | $0 |
| Ennis | $0 | $0 | $0 | $0 | $0 |
| Hardcastle | $0 | $0 | $0 | $0 | $0 |
| Kovausey | $1,600 | $1,600 | $1,600 | $1,600 | $6,400 |
| Madison | $500 | $500 | $500 | $500 | $2,000 |
| Ritter | $0 | $0 | $0 | $0 | $0 |
| New well 1* | $0 | $0 | $0 | ||
| New well 2* | $0 | $0 | $0 | ||
| New well 3* | $0 | $0 | |||
| New well 4* | $0 | $0 | |||
| New well 5* | |||||
| New well 6* | |||||
| New well 7* | |||||
| New well 8* | |||||
| Sum | $2,100 | $2,100 | $2,100 | $2,100 | $8,400 |
* Since our oil wells and proposed drill sites are located on unproven reserves, we are prohibited from providing any estimates of revenue or resources.
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| Month 13-15 | Month 16-18 | Month 19-21 | Month 22-24 | Total | |
| Expenditures | |||||
| Payroll | $37,200 | $37,200 | $37,200 | $37,200 | $148,800 |
| Travel | $2,500 | $2,500 | $2,500 | $2,500 | $10,000 |
| Accounting | $3,000 | $3,000 | $3,000 | $3,000 | $12,000 |
| Legal | $2,000 | $2,000 | $2,000 | $2,000 | $8,000 |
| Auditing | $3,000 | $3,000 | $3,000 | $3,000 | $12,000 |
| Oil Field | |||||
| Maintenance | $3,000 | $3,000 | $3,000 | $3,000 | $12,000 |
| New drilling | $225,000 | $225,000 | $0 | $0 | $450,000 |
| Promotion | $3,000 | $3,000 | $3,000 | $3,000 | $12,000 |
| Investor Relations | $6,000 | $6,000 | $6,000 | $6,000 | $24,000 |
| Office Lease | $1,200 | $1,200 | $1,200 | $1,200 | $4,800 |
| Sum | $$285,900 | $285,900 | $60,900 | $60,900 | $693,600 |
| Earnings | |||||
| Sale of oil | |||||
| Devries | $0 | $0 | $0 | $0 | $0 |
| Ennis | $0 | $0 | $0 | $0 | $0 |
| Hardcastle | $0 | $0 | $0 | $0 | $0 |
| Kovausey | $1,600 | $1,600 | $1,600 | $1,600 | $6,400 |
| Madison | $500 | $500 | $500 | $500 | $2,000 |
| Ritter | $0 | $0 | $0 | $0 | $0 |
| New well 1* | $0 | $0 | $0 | $0 | $0 |
| New well 2* | $0 | $0 | $0 | $0 | $0 |
| New well 3* | $0 | $0 | $0 | $0 | $0 |
| New well 4* | $0 | $0 | $0 | $0 | $0 |
| New well 5* | $0 | $0 | $0 | $0 | $0 |
| New well 6* | $0 | $0 | $0 | $0 | |
| New well 7* | $0 | $0 | $0 | $0 | |
| New well 8* | $0 | $0 | $0 | $0 | |
| Sum | $2,100 | $2,100 | $2,100 | $2,100 | $8,400 |
* Since our oil wells and proposed drill sites are located on unproven reserves, we are prohibited from providing any estimates of revenue or resources.
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Results of Operations
Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021
Revenues
The Company recognized revenue of $11,026 during the three months ended June 30, 2022 compared to $3,264 during the three months ended June 30, 2021, due to higher oil prices in the current period and increased volumes.
Oil & Gas Production Expenses
Total oil and gas production expenses were $3,875 for the three months ended June 30, 2022 as compared to $3,564 for the three months ended June 30, 2021. The increase in the current period was due to higher legal costs associated with securing the Company’s property interests, and lower maintenance costs on the wells.
Selling, General and Administrative Expenses
Total selling, general and administrative expenses were $30,771 for the three months ended June 30, 2022 as compared to $67,131 for the six months ended June 30, 2021. The decrease is primarily due to the prior period containing higher costs as the Company moved towards the filing of its registration statement.
Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021
Revenues
The Company recognized revenue of $13,373 during the six months ended June 30, 2022 compared to $4,460 during the six months ended June 30, 2021, due to higher oil prices in the current period and increased volumes.
Oil & Gas Production Expenses
Total oil and gas production expenses were $8,350 for the six months ended June 30, 2022 as compared to $8,925 for the six months ended June 30, 2021. The decrease in the current period was due to lower legal costs associated with securing the Company’s property interests, and lower maintenance costs on the wells.
Selling, General and Administrative Expenses
Total selling, general and administrative expenses were $88,322 for the six months ended June 30, 2022 as compared to $112,041 for the six months ended June 30, 2021. The decrease is primarily due to the prior period containing higher CEO compensation and higher professional costs as the Company moved towards the filing of its registration statement.
Liquidity and Capital Resources
Through June 30, 2022, the Company’s principal sources funds are investments from a single shareholder. The Company would need to raise additional capital in order to meet its business plan. Management intends to secure additional funds using borrowing or the further sale of securities to accredited investors in the future. There is no assurance that we may secure funding, or whether it can do so on terms acceptable to us, or at all, and its liquidity would be severely compromised.
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Cash Flow Information
The following summarizes cash flow information for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.
Cash Flows From Operating Activities
Net cash used in operating activities was approximately $60,923 and $100,015 for the six months ended June 30, 2022 and 2021, respectively, and mainly included property development and maintenance costs, officer compensation, and professional fees to our consultants, attorneys and accountants.
Cash Flows From Financing Activities
Net cash provided by financing activities was $53,803 for the six months ended June 30, 2022 due to proceeds from related party note payables. During the six months ended June 30, 2021, the Company received $75,000 from common stock sales to the Company’s principal shareholder.
Going Concern Qualification
We have a history of losses, an accumulated deficit of $435,645 as of June 30, 2022, historical negative working capital and have not generated cash from operations to support a meaningful and ongoing business plan. Our Independent Registered Public Accounting Firm has included a “Going Concern Qualification” in their report for the years ended December 31, 2021 and 2020. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. We intend on financing our future activities and working capital needs from the sale of private and/or public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it more difficult to raise capital.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that are believed to be reasonable under the circumstance. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as additional information is obtained, as more experience is acquired, as our operating environment changes and as new events occur.
(a) Oil and Gas Properties
The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool. As of December 31, 2020, the Company had no properties with proven reserves. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. the Company assesses the property at least quarterly to ascertain whether impairment has occurred. In assessing impairment the Company performs a ceiling test calculation and considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data.
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As of June 30, 2022, the Company’s oil and gas leases are unproved and, as such, no depletion expense has been recorded for the periods then ended.
(b) Revenue recognition
The Company recognizes revenue in accordance with the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606. The Company’s revenue is typically generated from contracts to sell natural gas produced from interests in oil and gas properties owned by the Company. The Company typically elects to treat contracts to sell oil and gas production as normal sales, which are then accounted for as contracts with customers. The Company has determined that these contracts represent a single performance obligation which is satisfied when control of the commodity transfers to the customer, typically through the delivery of the specified commodity to a designated delivery point.
Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring control of those goods to the customer at the time of sale. The contract consideration in the Company’s variable price contracts are typically allocated to specific performance obligations in the contract according to the price stated in the contract. Amounts allocated in the Company’s fixed price contracts are based on the standalone selling price of those products in the context of long-term, fixed price contracts, which generally approximates the contract price. Payment is generally received one or two months after the sale has occurred.
Capital Resources
We had no material commitments for capital expenditures as of June 30, 2022.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of June 30, 2022.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not hold any market risk sensitive instruments. We consider our interest rate risk exposure to be minimal as a result of fixing interest rates on 100% of our debt. At June 30, 2022, there was no floating rate debt that would expose us to market fluctuations in interest rates.
Item 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, at the end of the period covered by this report (the “Evaluation Date”). In conducting its evaluation, management considered the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date we did not maintain disclosure controls and procedures that were effective in providing reasonable assurances that information required to be disclosed in our reports filed under the Securities Exchange act of 1934 was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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None.
Not required for emerging growth companies.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We issued a total of 492,000 shares to forty-six (46) separate foreign shareholders and one (1) domestic shareholder pursuant to a private placement of our common stock exempt from registration under Regulation S of the Securities Act of 1933, for total proceeds of approximately $24,600. We issued a total of 45,500,100 shares to our founding shareholder for total proceeds of approximately $515,000.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
|
Exhibit No. |
Description | |
| 31.1 | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Energieinvesting.com, Inc. | |||
| Date: | August 11, 2022 | ||
| By: | /s/ Joachim Haas | ||
| Joachim Haas | |||
| President, Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Energieinvesting.com, Inc. | |||
| Date: | August 11, 2022 | ||
| By: | /s/ Achim Weber | ||
| Achim Weber | |||
| Chief Financial Officer | |||
| (Principal Financial Officer) | |||
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/1/22 | ||||
| Filed on: | 8/11/22 | |||
| For Period end: | 6/30/22 | |||
| 5/10/22 | EFFECT | |||
| 4/18/22 | ||||
| 4/5/22 | DRS, S-1 | |||
| 3/31/22 | 10-Q | |||
| 12/31/21 | ||||
| 9/1/21 | ||||
| 6/30/21 | ||||
| 3/31/21 | ||||
| 12/31/20 | ||||
| 10/1/20 | ||||
| 3/18/20 | ||||
| 3/11/20 | ||||
| List all Filings | ||||