The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Notes to the Unaudited Condensed Consolidated Financial Statements
September 30, 2018
Note 1 - General
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its June 30, 2018 Annual Report on Form 10-K. Operating results for the three months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2019.
Note 2 – Basic Loss Per Share of Common Stock
|
|
For the three
|
|
|
For the three
|
|
|
|
months ended,
|
|
|
months ended,
|
|
|
|
Sept 30, 2018
|
|
|
Sept 30, 2017
|
|
|
|
|
|
|
|
|
Loss (numerator)
|
|
$
|
(55,679
|
)
|
|
$
|
(151,072
|
)
|
|
|
|
|
|
|
|
|
|
Shares (denominator)
|
|
|
71,904,290
|
|
|
|
70,421,371
|
|
|
|
|
|
|
|
|
|
|
Per Share Amount
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
The basic loss per share of common stock is based on the weighted average number of shares issued and outstanding during the period of the financial statements. Stock warrants convertible into 12,193,334 and 12,193,334 shares of common stock for the three months ended September 30, 2018 and 2017, respectively, are not included in the basic calculation because their inclusion would be antidilutive, thereby reducing the net loss per common share.
Note 3 - Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Note 4 – Derivative Liability
The Company computes the fair value of the derivative liability arising from the over commitment of shares at each reporting period with the change in the fair value recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under the Company’s control. Therefore, the resulting effect on net loss is subject to significant fluctuation and will continue to be so until the Company’s outstanding warrants are converted into common stock, or paid in full of cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.
Since the number of shares issuable under the Variable Debentures is undeterminable, the Company may be required to issue shares in excess of the number of shares authorized by its shareholders. As a result, when the Company determines that is does not have sufficient shares to meet the obligations of derivative unexercised warrants, the derivatives must be valued using the Black Scholes option pricing model and a liability is recorded as though the obligations would be settled using some means other than stock. For the three months ended September 30, 2018, the Company determined that it was over committed to the number of shares issuable on the exercise of outstanding debentures, stock options and warrants for approximately 237,624 shares. The derivative liability balance decreased from $84,821 as of June 30, 2018 to $12,492 as of September 30, 2018 resulting in the recognition of non-cash income of $72,329 during the three months ended September 30, 2018.
THE AMERICAN ENERGY GROUP, LTD.
Notes to the Unaudited Condensed Consolidated Financial Statements
September 30, 2018
Note 5 - Common Stock
During the three months ended September 30, 2018, the Company did not issue any shares of stock.
Note 6 – Notes Payable – Related Parties
During the three months ended September 30, 2018, the Company borrowed $85,000 from a current shareholder with interest at 5%, payable in full at maturity.
During the three months ended September 30, 2018, the Company paid off a $19,426 loan from an individual investor.
During the three months ended September 30, 2018, the Company borrowed an additional $6,213 from an officer at 0%, payable in full in one year.
The Company incurred $27,757 of interest expense on these notes payable during the three months ended September 30, 2018.
Note 7 – Warrants
During the three months ended September 30, 2018, no stock warrants were issued.
A summary of the status of the Company’s stock warrants as of September 30, 2018 is presented below:
|
|
Stock
Warrants
|
|
|
Exercise
Price
|
|
|
Weighted Ave.
Exercise
Price
|
|
Outstanding and Exercisable, June 30, 2018
|
|
|
12,193,334
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Expired/Canceled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and Exercisable, September 30, 2018
|
|
|
12,193,334
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
A summary of outstanding stock warrants at September 30, 2018 follows:
Number of
Common Stock
|
|
|
|
|
Remaining
Contracted
|
|
|
Exercise
|
|
|
Weighted
Ave Exer.
|
|
Equivalents
|
|
|
Expir. Date
|
|
Life (Years)
|
|
|
Price
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,333,334
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
1,500,000
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
2,600,000
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
2,000,000
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
1,000,000
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
500,000
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
1,000,000
|
|
|
February 2020
|
|
|
1.500
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
THE AMERICAN ENERGY GROUP, LTD.
Notes to the Unaudited Condensed Consolidated Financial Statements
September 30, 2018
Note 8 – Other Contingencies – Litigation
On April 15, 2015, the ICC Arbitration Tribunal rendered its Partial Final Award in the pending arbitration proceedings which declared that the November 9, 2003 Stock Purchase Agreement between the Company, Hycarbex and Hydro-Tur, which was amended on February 16, 2004, and December 15, 2009, is void ab initio and of no legal effect on account of the fraud and misrepresentations of Hycarbex, Hydro-Tur and Hycarbex-Asia and that the Company is thus the 100% owner of the common stock of Hycarbex relating back to the original Stock Purchase Agreement date of November 9, 2003. In connection with its findings, the ICC Arbitration Tribunal ordered that the register of shareholders for Hycarbex be corrected to reflect the Company as the owner of 100% of the common stock, that Hycarbex and Hycarbex-Asia take any and all steps necessary to effect the rectification of the register of shareholders of Hycarbex to reflect the Company as the owner of 100% of the common stock, and that Hycarbex and Hycarbex-Asia bear all costs of the arbitration proceedings, including the Company’s legal costs, which costs and fees are to be fixed by the ICC Arbitration Tribunal in a subsequent award after submission of the total costs and fees by AEGG. The ICC Arbitration Tribunal dismissed Hydro-Tur’s application for costs. The April 15 Award makes moot certain of the pending actions in Pakistan due to the recovery of ownership of 100% of the stock of Hycarbex.
On August 31, 2018, the International Chamber of Commerce Arbitration Tribunal issued its unanimous Final Award completing the arbitration proceeding. The Final Award decrees that: (1) Hycarbex Asia Pte. Ltd. pay to the Company US$527,293 as reimbursement for legal fees and costs; (2) Hycarbex Asia Pte. Ltd. pay to the Company US$597,100 as reimbursement for the costs of arbitration; and (3) Hycarbex Asia Pte. Ltd. return to the Company 1.5 million of the company’s common shares, or if such shares are no longer held by Hycarbex Asia Pte. Ltd., authorizing the cancellation of the shares. The International Chamber of Commerce further authorized a refund to the Company of US$212,000 in filing and hearing fees deposited by the Company. Hycarbex Asia Pte. Ltd. is currently in liquidation proceedings in Singapore and thus the Company is uncertain whether the financial awards to the Company will be recovered from Hycarbex Asia Pte. Ltd.
The Company has effected the shareholder and management registration changes ordered by the ICC and has caused Hycarbex to open a new office in Islamabad, Pakistan for Hycarbex’s future operations. The new management of Hycarbex has also assumed control of Hycarbex’s Pakistan personnel. Finally, the new management of Hycarbex has begun its efforts to assume complete control of the Pakistan-based assets, including review and appraisement of each asset and interfacing with the local oil and gas regulatory authorities with jurisdiction over those assets to assure regulatory compliance. The Government of Pakistan, including the Ministry of Petroleum, the Director General of Petroleum Concessions, the Securities and Exchange Commission of Pakistan and the Pakistan Board of Investment have each advised that they view the Company as the legal owner of Hycarbex. Further, on May 11, 2018, the Government of Pakistan granted to Hycarbex an extension to the Yasin Exploration License relating back to the date of the request for extension in March, 2013. Planning has been initiated toward development and exploration activities for the Yasin Exploration License based on this extension. The extension is subject to performance requirements pertaining to seismic, rework of the Haseeb #1 Well and the work program financial obligations which are being reviewed by Management and which will be discussed with the Government of Pakistan as the work at the site moves forward. Management intends to conduct a detailed review of the benefits and obligations associated with these Pakistan-based assets.
Note 9 – Going Concern
The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets or classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At September 30, 2018, the Company’s current liabilities exceeded its current assets and it has recorded negative cash flows from operations. The preceding circumstances combine to raise substantial doubt about the Company’s ability to continue as a going concern. Management has been successful in capital raises in the past to continue operations, but there can be no assurance that success will continue in the future.
Note 10 – Subsequent Events
In accordance with ASC 855-10, management of the Company has reviewed all material events from September 30, 2018 through the date the financial statements were issued. There were no other material events that warrant any additional disclosure.