U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 30, 2003
[ ] 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 0-26721
AUSTRALIAN OIL & GAS CORPORATION
(Exact name of small business issuer
as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
84-1379164
(IRS Employer
Identification No.)
2480 North Tolemac Way, Prescott, Arizona 86305
(928)778-1450
(Issuer's address and telephone number)
Former Name and Address
SYNERGY TECHNOLOGIES CORPORATION
(Exact name of small business issuer
as specified in its charter)
COLORADO
(State or other jurisdiction
of incorporation or organization)
84-1379164
(IRS Employer
Identification No.)
1689 Hawthorne Drive, Conroe, Texas 77301-3284
(936) 788-8220
(Issuer's telephone number)
Check whether the issuer (1) 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[ ]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the last practicable date:
27,300,550 shares of common stock, $0.001 par value,
as of November 1st, 2003.
Transitional Small Business Disclosure Format
(check one): Yes [ ] No [X]
FORWARD-LOOKING STATEMENTS
Except for historical information, this report contains
forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among
other things, statements regarding our business strategy, future
revenues and anticipated costs and expenses. Such forward-looking
statements include, among others, those statements including the
words "expects," "anticipates," "intends," "believes" and similar
language. Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might
cause or contribute to such differences include, but are not limited
to, those discussed in the section "Management's Discussion and
Analysis of Financial Condition and Results of Operations." You are
cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this report.
We undertake no obligation to publicly release any revisions to
the forward-looking statements or reflect events or circumstances
taking place after the date of this document.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
FINANCIAL STATEMENTS
(UNAUDITED)
PREPARED BY MANAGEMENT
SEPTEMBER 30, 2003
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT) FOR THE
THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003
TABLE OF CONTENTS
Page
Financial Statements:
Consolidated Balance Sheet as at September 30, 2003 5
Consolidated Statement of Operations
for the three months ended September 30, 2003 6
Consolidated Statement of Cash Flows
for the three months ended September 30, 2003 7
Consolidated Statement of Changes in Stockholders' Equity
(Deficit) for the three months ended September 30, 2003 8
Notes to Consolidated Financial Statements 9
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
As at
September 30, 2003
(Unaudited)
Current Assets
Cash -
________
Total current assets -
________
Total Assets -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 74,396
________
Total Current Liabilities 74,396
________
Total Liabilities 74,396
Stockholders' Equity
Common stock, $0.001 par value, 75,000,000 shares
authorized, 27,300,550 and 48,005,521 shares,
respectively, issued and outstanding 27,301
Additional paid in capital 47,699
Deficit accumulated during development stage (149,396)
________
Total Stockholders' Equity (Deficit) (74,396)
________
Total Liabilities and Stockholders' Equity (Deficit) (148,792)
The accompanying notes are an integral part of these financial
statements.
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months
Ended September 30 2003 (Unaudited)
Revenue
Income -
-
Expenses
General and administrative 10,678
Organization expenses 138,718
________
Total Expenses (149,396)
Loss from Operations (149,396)
________
Net Loss (149,396)
Basic and Diluted Loss per Common Share $(0.01)
Weighted Average Number of Common
Shares Used in Calculation 27,300,550
The accompanying notes are an integral part of these financial
statements.
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOW
For the Three Months
Ended September 30, 2003
(Unaudited)
Cash from operating activities
Net loss (149,396)
Adjustments to reconcile net loss to net cash
from operations
Changes in assets and liabilities
Accounts payable 149,396
Net cash flows from operating activities -
Effect of exchange rate changes on cash -
Net change in cash -
Cash at beginning of period -
________
Cash at end of period -
The accompanying notes are an integral part of these financial
statements.
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT)
Shares Amount Additional Paid In
Capital
Issuance of shares
of Common Stock
to Plan funder 19,500,000 19,500 55,500
Issuance of
shares of Common
Stock to holders
of cancelled shares 4,800,550 4,801 (4,801)
Issuance of shares
of Common Stock
to unsecured claim
holders 3,000,000 3,000 (3,000)
Net loss for
the period - - -
_________ _____ ______
Balance at
September 30, 2003 27,300,550 27,301 47,699
The accompanying notes are an integral part of these financial
statements.
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT)
- CONTINUED FROM PREVIOUS PAGE -
Accumulated Unearned Total
Deficit Compensation Stockholders'
Equity
(Deficit)
Issuance of shares
of Common Stock
to Plan funder -- -- 75,000
Issuance of
shares of Common
Stock to holders
of cancelled shares - - -
Issuance of shares
of Common Stock
to unsecured claim
holders - - -
Net loss for (149,396) - (149,396)
the period
________ ______ ________
Balance at
September 30, 2003 (149,396) - (74,396)
(Continued from
previous page)
The accompanying notes are an integral part of these financial
statements.
AUSTRALIAN OIL & GAS CORPORATION
(formerly Synergy Technologies Corporation)
AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
All dollar amounts used herein refer to U.S. dollars unless
otherwise indicated. These statements are prepared using
Generally Accepted Accounting Principles as well as the terms
outlined or explained in the year end 10-KSB filing.
The Company has adopted Fresh Start Accounting upon completion
of the Plan of Reorganization as detailed in Note 2.
All significant transactions between the parent and consolidated
affiliates have been eliminated. The consolidated quarterly
financial statements are unaudited. These statements include
all adjustments (consisting of normal recurring accruals)
considered necessary by management to present a fair statement
of the results of operations, financial position and cash flows.
The results reported in these consolidated financial statements
should not be regarded as necessarily indicative of results
that may be expected for the entire year.
NOTE 2 - REORGANIZATION
As of the effective date of the Plan of Reorganization, Synergy
Technologies Corporation (Synergy) was reorganized under the
laws of the State of Delaware. The authorized capital stock of
the reorganized Australian Oil & Gas Corporation consists of
75,000,000 shares of new common stock (AOG Common Stock),
..001 par value. All stock options, warrants, leases and executory
contracts were cancelled. Unsecured claims received 3,000,000
shares of AOG Common Stock plus payment of $90,000. Present
equity holders received one share of AOG Common Stock for each
10 old shares held, for a total of 4,800,550 of AOG Common Stock.
The Plan Funder received 19,500,000 shares of AOG Common Stock in
return for advancing $75,000 to fund the Plan of reorganization.
NOTE 3 - ADJUSTMENTS TO THE AMOUNTS OF ASSETS AND LIABILITIES
As at the effective date of the Plan of Reorganization the
following adjustments were made to assets, liabilities and
stockholders' equity (deficit):
Cash
Cash of $299,692, was paid to holders of unsecured claims of
$90,000 and to settle accounts payable of $209,692.
Prepaid Expenses
Prepaid re-organization expenses of $75,000 were expended.
Accounts Payable
Accounts payable to holders of administrative claims of
$209,692 were settled in full in cash.
Unsecured Claims
Holders of general unsecured claims were settled by payment of
$90,000 in cash and the issuance of 3,000,000 shares of
AOG Common Stock.
Elimination of Accumulated Deficit
Accumulated deficit of $60,713,606 was eliminated on the
cancellation of all outstanding securities of Synergy and the
issuance of (1) share of AOG Common stock for every ten (10)
shares of the common stock of Synergy which resulted in the
issuance of 4,800,550 shares of AOG Common Stock.
NOTE 4 - INVESTMENTS
The Company has two wholly owned subsidiaries; Gascorp, Inc and
Nations LNG, Inc, both incorporated in Delaware. Gascorp, Inc
has made application for a petroleum exploration permit by way
of competitive work program tender with the responsible authority
for regulation of the Australian offshore petroleum exploration
activities with respect to AC02-1, an area within the Territory
of Ashmore & Cartier Islands, an Australian offshore territory
administered by the Northern Territory of Australia ("NT") on
behalf of the Australian government. Gascorp holds a 20%
interest in the application.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the quarter the Australian Oil & Gas Corporation issued
19,500,000 shares of common stock to the nominees of Albers
Management and Consulting, a division of Great Missenden Holdings
Pty Ltd (of which Mr E. Geoffrey Albers is a director and
shareholder) as Plan Funder, pursuant to the Plan of Reorganization.
During the quarter Great Missenden Holdings Pty Ltd charged the
Company consulting services at the rate of $150 per hour; $6,000
relating to the Plan of Reorganization and $1,500 relating to the
administration of the Company. In addition, claims for
disbursements relating to the Plan of Reorganization of $44,408
and to the Company's administration of $4,431 were lodged.
At September 30, 2003 the amount of $56,339 remained payable to
Great Missenden Holdings Pty Ltd on three months notice, interest
free until December 31, 2003, thereafter bearing interest at
7% per annum.
NOTE 6 - CURRENT LIABILITIES
At September 30, 2003 the Company recorded a liability to Great
Missenden Holdings Pty Ltd of $56,339, as set out in Note 4
Related Party Transaction.
Other liabilities of $18,057 were recorded, during the quarter;
relating to the Plan of Reorganization $13,309, and to the
administration of the Company $4,748.
NOTE 7 - COMMON STOCK
During the quarter on the effective date of the Plan of
Reorganization, the following changes in common stock were
effected:
- the issuance of 19,500,000 shares of AOG Common Stock to Albers
Management and Consulting, a Division of Great Missenden
Holdings Pty Ltd in consideration of supplying $75,000 for
funding the Plan (herein referred to as the "Plan Funder")
and its agreement to contribute up to $150,000 to AOG during
the two-year period after the effective date of the Plan;
- the issuance of (1) share of AOG Common Stock for every ten
(10) shares of common stock of Synergy held by stockholders
of Synergy prior to the Chapter 11 Filing, which resulted in
the issuance of 4,800,550 shares of AOG Common Stock;
- the issuance of an aggregate of 3,000,000 shares of AOG Common
Stock to all holders of Synergy general unsecured claims on
the basis of .86299 of one share for each dollar of the amount
of allowed unsecured claims;
NOTE 8 - SUBSEQUENT EVENTS
On November 6, 2003 the Company entered into an Option Agreement
whereby it may, up until March 31, 2004 elect to participate for
a 30% interest in three petroleum exploration permits operated as
one joint venture. The permits are located in the Browse Basin,
in the offshore waters of the North West Shelf of Australia.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Since Australian Oil & Gas Corporation (formerly Synergy
Technologies Corporation) emerged from bankruptcy on August 11,
2003, the company has not conducted any business operations.
Since that date, management has been seeking to identify new
business opportunities in which to become involved but has not
yet concluded its investigation or made any decision as to the
company's future operations other than as disclosed in Part II
Item 5. Accordingly, we have no results of operations to report
nor can we make any statements regarding our future capital
requirements or sources of capital as of the date hereof.
During the the three months ended September 30, 2003, Great
Missenden Holdings Pty Ltd ("GMH"), an affiliate of the Company,
provided consulting services to us as and when required, relating
to the Plan of Reorganization and general administration. In
addition, GMH paid an aggregate of $48,839 of disbursements
relating to those activities on the Company's behalf which is
accounted for as a loan to the Company. The loan by GMH to the
Company is interest free until December 31, 2003 and thereafter
bears interest at 7% per annum and is repayable on three months
notice.
Item 3. Controls and Procedures
As of the end of the period covered by this report, we
carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal
financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on
this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and
procedures are effective to provide reasonable assurance that
our disclosure controls and procedures will timely alert them
to material information required to be included in our periodic
SEC reports. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the
likelihood of future events, and we cannot assure you that any
design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.
As of the end of the period covered by this report,
there has been no change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act of 1934, as amended) during the quarter
to which this report relates that has materially affected or is
reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
N/A
Item 2. Changes in Securities
(a) N/A
(b) N/A
(c) Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities
N/A
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
Over the Counter Bulletin Board Quotation
In September 2003, the company's class of common stock
resumed quotation on the Over-the-Counter Bulletin Board under
the symbol AOGC.
Application for Petroleum Exploration Area AC02-1
On September 22, 2003, the Company's wholly owned sub-
sidiary, Gascorp, Inc. ("Gascorp"), together with certain other
affiliated joint venturers, lodged an application for a petroleum
exploration permit by way of competitive work program tender with
the authority responsible for regulation of Australian offshore
petroleum exploration activities with respect to AC02-1, an area
within the Territory of Ashmore & Cartier Islands, an Australian
offshore territory administered by the Northern Territory of
Australia ("NT"), on behalf of the Australian government. Gascorp
holds a 20% interest in the application, in joint venture with its
affiliates, Natural Gas Corporation Pty Ltd (40% and operator) and
Auralandia N.L. (40%).
Release area AC02-1 is located in the Vulcan Sub-basin and
includes the Oliver oil and gas field. According to a NT website,
this resource has estimated reserves of 15-18 million barrels of
liquid hydrocarbons and 335-345 billion standard cubic feet of gas.
Area AC02-1 is situated 640 kilometres west of Darwin, and
comprises 5 graticular blocks, totalling approximately 400 square
kilometers. The Oliver oil and gas field lies 35 kilometers north
of the Jabiru oil field (currently producing via a floating pro-
duction storage and offloading facility). The Audacious-1 oil
discovery (January 2001) lies 12 kilometers to the southeast of
Oliver-1. The Tenacious-1 oil discovery (May 1997) lies 25
kilometers to the south-southwest. Water depths range from about
250-350 meters over the area.
Exploration in the Vulcan Sub-basin commenced in the 1960's
and the first oil discovery was made at Puffin-2 in 1974. The first
commercial oil accumulation was discovered at Jabiru-1 in 1983.
Since then, further commercial oil discoveries have been made at
Challis, Skua and Cassini. Significant oil and/or gas discoveries
have also been made at Talbot, Oliver, Montara, Bilyara, Tahbilk,
Tenacious and Audacious. Oil production from the Jabiru and
Challis-Cassini fields is via FPSO's; production ceased at Skua
in January 1997.
Gascorp has not as yet been advised as to the outcome of
its application. There can be no assurance that the application
will be successful or if an offer of permit is received that the
Company will accept the offer, or that if the Company receives
and accepts the offer covered by the application that this area
will yield any production or that production will be commercially
viable.
Option with respect to Browse Joint Venture
On November 6, 2003, the Company was granted an option by
certain of its affiliates, at no cost, to acquire a 30% interest,
by way of a farm-in, to the Browse Joint Venture, exercisable
through until March 31, 2004. The Company intends, over the option
period, to undertake an evaluation of the potential of the
properties to determine whether or not to exercise the option,
and whether or not the transaction is fair to the shareholders
of the Company.
The underlying three permits, WA-332-P, WA-333-P and
WA-341-P, are contiguous and comprise a total project area of
approximately 7,800 square kilometer. They are located on the
eastern margin of the Browse Basin, a significant oil prospective
and gas rich area, offshore from Western Australia.
The Browse Joint Venture permits have been only lightly
explored and despite their strategic location, only four wells
have been drilled in the permits.
To the west, within 25-30 kilometers outside of the permit
boundaries, there are significant gas condensate discoveries.
Further to the west, again, there are the long-standing gas
discoveries at Scotts Reef and Brecknock, which hold resources in
excess of 10 TCF of gas. To the north east of the permit
boundaries lies the recent 1 TCF Crux gas discovery.
The project area is thought to be endowed with suitable
geology for economic oil and gas accumulations. There is already
an extensive body of existing geological data which is available,
including a large amount of 2D and 3D seismic data that is to be
acquired. There is an extensive portfolio of leads and prospects
to pursue; however, we cannot assure you that this area will yield
any production or that production will be commercially viable.
Item 6. Exhibits and reports on Form 8-K
(a) List of Exhibits
31.1 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer of Periodic
Financial Reports pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
(b) The following Current Reports on Form 8-K during the second
quarter of 2003.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
AUSTRALIAN OIL & GAS CORPORATION
Date: November 14, 2003 By: /s/ E. Geoffrey Albers
_____________________________
E. Geoffrey Albers
President
Exhibit 31.1
CERTIFICATION
I, E. Geoffrey Albers, President, Chief Executive Officer and
Chief Financial Officer of Australian Oil & Gas Corporation,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Australian Oil & Gas Corporation;
2. Based on my knowledge, this quarterly report 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 are
made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) [Paragraph omitted in accordance with SEC transition
instructions];
c) evaluated the effectiveness of the Registrant's dis-
closure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of
the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the
Registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5. The Registrant's other certifying officers and I have dis-
closed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's Board of
Directors:
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the regis-
trant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves manage-
ment or other employees who have a significant role in
the Registrant's internal controls.
SIGNATURE TITLE DATE
/s/ E. Geoffrey Albers President, November 14, 2003
_____________________ Chief Executive Officer
E. Geoffrey Albers and Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Australian Oil
& Gas Corporation (the "Company") on Form 10-QSB for the period
ended September 30, 2003 as filed with the Securities and Exchange
on the date hereof (the "Report"), the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operation of the Company.
SIGNATURE TITLE DATE
/s/ E. Geofffrey Albers President, November 14, 2003
_______________________ Chief Executive Officer
E. Geoffrey Albers and Chief Financial Officer
This certification accompanies this Report pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be
deemed filed by the Company for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to liability under that section. This certification shall not be
deemed incorporated by reference in any filing under the Securities
Act or Exchange Act, except to the extent that the Company
specifically incorporates it by reference.
A signed original of this written statement required by
Section 906, or other document authenticating, acknowledging,
or otherwise adopting the signature that appears in typed form
with the electronic version of this written statement required by
Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange
Commission or its staff upon request.