USOG Quarterly Report Third Quarter 2009 July 1 – September 30
ITEM 1. EXACT NAME OF ISSUER AND ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICES 2
ITEM 2. SHARES OUTSTANDING 2
ITEM 3. INTERIM QUARTERLY FINANCIAL STATEMENTS 3
ITEM 4. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 6
ITEM 5. LEGAL PROCEEDINGS 7
ITEM 6. DEFAULTS UPON SENIOR SECURITIES 7
ITEM 7. OTHER INFORMATION 7
ITEM 8. EXHIBITS 8
ITEM 9. CERTIFICATIONS 9
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Item 1. Exact Name of Issuer and address of its principal executive offices
United States Oil and Gas Corp. (USOG)
11782 Jollyville Road, Ste. 211B Austin, TX 78759
Telephone: 512-464-1225 Fax: 512-628-6880 www.usaoilandgas.com [email protected]
Item 2. Shares Outstanding
As of 9/30/09 there are: 3,000,000,000 common shares authorized 1,198,677,620 common shares outstanding 281,056,260 shares in the float 4 beneficial shareholders 1,087 shareholders of record
As of 9/30/09 there are: 10,000,0000 preferred shares authorized 126,263 preferred shares outstanding 0 shares in the float 0 beneficial shareholders 27 shareholders of record
2 of 9 Item 3. Interim Quarterly Financial Statements
USOG Income Statement Fiscal Q3, 2009 UNAUDITED USOG Consolidated Income Fuel 2,692,976 Propane 728,558 Other Income 104,744 Interest 12,281 Income Total Income 3,538,559 Cost of Goods Sold Fuel 2,299,275 Propane 490,586 Other COGS 189,398 Total COGS 2,979,259 Gross Profit 559,300
Expenses Advertising & Promotion 2,841 Amortization and Depreciation 42,999 Bad Debts (3,663) Bank Charges & Fees 395 Contract Labor & Consulting 47,058 Donations, Dues & Subscriptions 4,027 Insurance 29,152 Interest Expense 27,500 Meals and Entertainment 888 Misc. Admin (17,025) Office Expense 5,042 Payroll, Salaries, & Benefits 169,909 Professional Fees 20,328 Repair and Maintenance 23,829 Taxes 6,954 Telephone & Utilities 4,899 Total Expense 365,133 Net Ordinary Income 194,167
Recovery of Bad Debt 185,970 Net 380,137 Income
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USOG Balance Sheet at Sep 30, 2009 UNAUDITED USOG Consolidated
ASSETS Current Assets Cash 694,003
Other Current Assets Accounts Receivable 1,264,800 Inventory 113,320 Deposit on Acquisitions 56,395 Prepaid Expenses 7,232 Total Other Current Assets 1,441,747 Total Current Assets 2,135,750 Fixed Assets Equipment 327,365 Buildings 101,720 Land 10,273
Vehicles 852,887 Intangible Assets 6,050 Accumulated Depreciation & Amort. (1,126,493) Total Fixed Assets 171,802
Other Assets Investment in Subsidiaries 4,683,777 Total Other Assets 4,683,777
TOTAL ASSETS 6,991,329 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 254,707 Taxes Payable 158,442 Other Accruals 28,068 Total Accounts Payable 441,217 Other Current Liabilities Notes Payable 4,492,893 Total Other Current Liabilities 4,492,893
Total Current Liabilities 4,934,110
Total Liabilities 4,934,110 Equity Additional Paid In Capital 2,036,462 Capital Stock 22,479 Consolidated Retained Earnings (744,831) Convertible Pref. Shares Outstanding 97,565 Convertible Notes Outstanding 330,600 Dividends Paid Net Income 380,137 Total Equity 2,122,413
TOTAL LIABILITIES & EQUITY 6,991,329
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USOG Cash Flow Fiscal Year Q3, 2009 UNAUDITED USOG Consolidated OPERATING ACTIVITIES Net Income 423,136 Adjustments to reconcile Net Income to net cash provided by operations: Deposit on Aquisitions (7,290) Accounts Receivable (339,906) Accounts Payable 160,110 Inventory (38,769) Interest and Taxes Payable 12,522 Convertible Shares Outstanding - Convertible Note Payable - Convertible Notes Outstanding - Net cash provided by Operating Activities 209,803 INVESTING ACTIVITIES Turnbull Inc. Subsidiary - Net cash provided by Investing Activities 0 FINANCING ACTIVITIES Additional Paid In Capital 88,690 Net cash provided by Financing Activities 88,690 Net cash increase for period 298,493 Cash at beginning of period 395,510 Cash at end of period 694,003
United States Oil Statement of Shareholder Equity at September 30, and Gas, Corp 2009 UNAUDITED Acquisition Par Convertible Convertible Retained Income / Shares Value APIC Notes Shares Earnings Deficit Total Balance at June 30, 2009 $39,599,077 $22,479 $1,947,773 $330,600 $97,565 $1,222,753 $(2,096,169) $1,525,001
2009 Q3 Activity 1,159,000,483 $88,689 $380,138 $468,827 Acquisition Dividends Paid $(65,194) $(65,194) Prior Period Adjustment $193,779 $193,779
Balance at September 30, 2009 $1,198,599,560 $22,479 $2,036,462 $330,600 $97,565 $1,222,753 $(1,587,446) $2,122,413
5 of 9 Item 4. Management’s Discussion and Analysis or Plan of Operation
1. Plan of Operation
i) As reported in prior disclosure statements, the Issuer completed the acquisition of Turnbull Oil, Inc. The closing documents were signed on May 15, 2009. Turnbull was founded in 1965 and is currently owned and managed by Jeff Turnbull, who purchased the business from his father in 1991. Turnbull is a privately held regional distributor of oil and gas products including propane, diesel, and gasoline. Customers include farmers, businesses and individuals. The company owns a bulk storage plant, a fleet of tankers, as well as office, storage, and maintenance facilities. The acquisition includes Turnbull subsidiary Basinger, Inc that is located in Utica, Kansas. Turnbull sales were over $16 million for fiscal year 2008 with earnings before taxes, interest, and depreciation of almost $500,000. Jeff Turnbull has signed a three-year employment agreement to continue to manage the company. The acquisition was made via a down payment and promissory note that is due in April 2010.
As reported in prior disclosures statements, the Issuer has ceased use of Regulation S, however the Issuer is continuing to find additional capital sources.
ii) Over the next 12 months, the Issuer’s strategy is to acquire or deploy proprietary technologies that will explore, extract the oil and gas trapped in the earth using the latest technologies to create a small footprint as well as low capital cost and low operating cost technology platforms that can rapidly and economically be deployed to the site. The Issuer also plans to expand upon its intellectual property.
The Issuer shall continue to integrate its acquisitions.
The Issuer creates value for its investors by deploying its proprietary prospecting system to identify companies that fit its strategy. The system incorporates successful middle- American companies that are not targeted by large conglomerate industries that can be purchased with substantial equity positions. It reviews between 500 and 2000 companies a month. The software system identifies, selects and acquires target companies. USOG management includes significant operational expertise that can grow profits through streamlined processes and the synergies between the companies that are purchased.
Thus far, this system as finalized one acquisition. In prior disclosure statements, a letter of intent was made with another target company, however, because little has progressed towards finalizing that acquisition, the Issuer must reassess whether an updated letter should be used.
iii) Any expected purchase or sale of plant and significant equipment.
The Issuer does not expect to purchase or sell any plant or significant equipment.
iv) There will be no significant changes in the number employees for the Issuer over the next 12 months. There will be additional employees once intended acquisitions are completed; however these employees will remain with the target corporations.
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
6 of 9 For this third quarter of 2009, the Issuer, through its subsidiary, has made $3.53 million in revenues and had $2.97 million in costs of goods sold.
The Issuer, itself, has not had any revenues from operations in each of the last two fiscal years, or the last fiscal year and any interim period in the current fiscal year for which the attached financial statements are furnished.
3. Off-balance Sheet Arrangements
None for this Quarter
Item 5. Legal Proceedings
There are no current legal proceedings against the Company.
Item 6. Defaults upon Senior Securities
There has been no material default in payment of principal, interest, or any other material default not cured within 30 days with respect to any indebtedness of the issuer exceeding 5% of the total assets of the issuer.
Item 7. Other Information
1. Entry into a Material Definitive Agreement
None for this Quarter
2. Termination of a Material Definitive Agreement
None in this Quarter
3. Completion of Acquisition or Disposition of Assets
None for this Quarter
4. Creation of Direct Financial Obligation
None for this Quarter
5. Triggering Events that Accelerate or Increase Direct Financial Obligation
None in this Quarter
6. Costs Associated with Exit or Disposal Activities
None in this Quarter
7. Material Impairments
None for this Quarter
7 of 9 8. Sales of Equity Securities
None for this Quarter
9. Material Modification to Rights of Security Holders
None for this Quarter
10. Changes in Issuer’s Certifying Accountant
None for this Quarter
11. Non-Reliance on Previously Issued Financial Statements
None for this Quarter
12. Changes in Control of Issuer
None for this Quarter
13. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
None for this Quarter
14. Amendments to Certificate of Incorporation or Bylaws
The Issuer has updated its Certificate of Incorporation, increasing the number of authorized shares to 3,000,000,000. Please see the exhibit below for the language in the amendment.
15. Amendments to Issuer’s Code of Ethics
None for this Quarter
Item 8. Exhibits
All exhibits required under Items XVII and XIX of Section One of the Reporting Guidelines have already been described and attached in prior disclosure statements, and have not changed since such prior statements, except for the following, which amended the Certificate of Incorporation on July 17, 2009:
Fourth: Capital Stock
1. Authorized Stock. The total number of shares of stock which the Company shall have authority to issue is 3,010,000,000, consisting of 3,000,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
8 of 9 Item 9. Certifications
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles, but having the same responsibilities).
I, Alex Tawse, certify that:
1. I have reviewed this annual statement of United States Oil and Gas Corp; 2. based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
Date: Friday, October 30, 2009
______Alex Tawse, CEO
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