SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 25049
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1996
OR
[ ] 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 0-7261
CHAPARRAL RESOURCES, INC.
621 - 17th Street, Suite 1301
Denver, Colorado 80293
Phone: (303) 293-2340
Colorado 84-0630863
(State of Incorporation) (I.R.S. Employer Identification No.)
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Sections 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. Yes [X] No. [ ]
As of October 15, 1996, the Registrant had 37,476,517 shares of its $0.10 par
value common stock issued and outstanding.
Total Pages 12
<PAGE>
<TABLE>
<CAPTION>
PART I - SUMMARIZED FINANCIAL INFORMATION
CHAPARRAL RESOURCES, INC.
Consolidated Statements of Operations
Unaudited
For the three months ended For the nine months ended
-------------------------- -------------------------
August 31, August 31, August 31, August 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Oil and gas sales ............... $ 35,000 $ 64,000 $ 116,000 $ 200,000
----------- ----------- ----------- -----------
35,000 64,000 116,000 200,000
Costs and expenses:
Production costs ................ 17,000 22,000 25,000 89,000
Depreciation and depletion ...... 41,000 24,000 80,000 85,000
General and administrative ...... 339,000 (5,000) 688,000 55,000
----------- ----------- ----------- -----------
397,000 41,000 793,000 229,000
----------- ----------- ----------- -----------
Earnings (loss) from operations .... (362,000) 23,000 (677,000) (29,000)
Other income (expenses):
Interest income ................. 9,000 1,000 11,000 4,000
Interest expense ................ -- -- (28,000) --
Other, net ...................... 21,000 3,000 22,000 42,000
----------- ----------- ----------- -----------
30,000 4,000 5,000 46,000
----------- ----------- ----------- -----------
Net income (loss) ............. $ (332,000) $ 27,000 $ (672,000) $ 17,000
=========== =========== =========== ===========
Earnings (loss) per common share ... $ (0.01) $ 0.001 $ (0.02) $ 0.001
=========== =========== =========== ===========
Average number of outstanding shares 37,409,850 20,296,692 30,277,448 18,319,817
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
CHAPARRAL RESOURCES, INC.
Consolidated Balance Sheets
August 31,
1996 November 30,
(Unaudited) 1995
ASSETS --------- ----
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents ................................ $ 709,000 $ 501,000
Accounts receivable
Joint interest participants ............................ 11,000 31,000
Oil and gas purchasers ................................. 48,000 46,000
Notes receivable ....................................... 35,000 --
Prepaid expenses ......................................... -- 2,000
----------- ----------
Total current assets ................................. 803,000 580,000
PROPERTY AND EQUIPMENT AT COST
Oil and gas properties - full cost
Subject to depletion ................................... 16,235,000 16,149,000
Not subject to depletion ............................... 90,000 40,000
Less accumulated depletion and impairment ................ (15,799,000) (15,722,000)
----------- -----------
526,000 467,000
Furniture and fixtures and equipment ..................... 193,000 197,000
Less accumulated depreciation ............................ (176,000) (177,000)
----------- -----------
17,000 20,000
----------- -----------
543,000 487,000
OTHER ASSETS
Investments in and advances to affiliates ................ 13,563,000 4,507,000
Other .................................................... 671,000 21,000
----------- -----------
14,234,000 4,528,000
----------- -----------
$ 15,580,000 $ 5,595,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Purchase commitment ...................................... $ 919,000 $ --
Accounts payable
Trade .................................................. 781,000 102,000
Joint interest participants - revenue ................. 39,000 26,000
Accrued liabilities ...................................... 60,000 86,000
----------- -----------
Total current liabilities .......................... 1,799,000 214,000
LONG-TERM OBLIGATIONS
Notes Payable ............................................ -- 461,000
MINORITY INTEREST ........................................... 50,000 --
STOCKHOLDERS' EQUITY
Common stock authorized 100,000,000 shares of $.10 par
value; issued and outstanding, 37,476,517 and
20,484,192 shares at August 31, 1996 and November
30, 1995, respectively ................................. 3,748,000 2,048,000
Capital in excess of par value ........................... 20,361,000 12,577,000
Preferred stock -- authorized, 1,000,000 shares, no shares
issued or outstanding at August 31, 1996 or
November 30, 1995
Retained earnings (deficit) .............................. (10,378,000) (9,705,000)
----------- -----------
Total stockholders' equity ............................... 13,731,000 4,902,000
----------- -----------
Total liabilities and stockholders' equity ............... $ 15,580,000 $ 5,595,000
=========== ===========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
CHAPARRAL RESOURCES, INC.
Consolidated Statements of Cash Flows
Unaudited
For the Nine Months Ended
-------------------------
August 31, August 31,
1996 1995
---- ----
<S> <C> <C>
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities
Net income (loss) ....................................... $ (672,000) $ 17,000
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and depletion .......................... 80,000 85,000
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable ............................. 18,000 227,000
Notes receivable ................................ (35,000) --
Prepaid expenses ................................ 2,000 2,000
Other assets .................................... (650,000) 140,000
Equipment inventory ............................. 3,000 1,000
Increase (decrease) in:
Accounts payable ................................ 1,611,000 (109,000)
Accrued liabilities ............................. (26,000) (65,000)
----------- -----------
Net cash provided from (used in) operating activities 331,000 298,000
Cash flows from investing activities:
Additions to property and equipment - U.S. .............. 56,000 (225,000)
Investment in foreign oil and gas properties ............ (3,855,000) (3,570,000)
Payments for acquisition, net of cash acquired .......... (3,195,000) --
Change in certificate of deposit ........................ -- 20,000
Proceeds from sale of oil and gas properties ............ 19,000 --
Increase (decrease) in minority interest ................ 50,000 (16,000)
Investment in stocks and bonds .......................... -- 64,000
----------- -----------
Net cash provided from (used in) investing activities (6,925,000) (3,727,000)
Cash flows from financing activities:
Payment of note ......................................... (750,000) --
Proceeds from stock acquisition of CAP(D) ............... -- 3,188,000
Proceeds from sale of stock ............................. 7,552,000 --
----------- -----------
Net cash provided from (used in) financing activities 6,802,000 3,188,000
----------- -----------
Net increase (decrease) in cash ..................... 208,000 (241,000)
Cash and cash equivalents at beginning of year ............. 501,000 318,000
----------- -----------
Cash and cash equivalents at end of 3rd quarter ............ $ 709,000 $ 77,000
=========== ===========
Supplemental Cash Flow Information:
Non-cash financing and investment activities ............ $ 28,000 --
Interest
Common stock issued
To retire notes payable - 600,000 shares ............. $ 300,000 --
To purchase 40% interest in affiliate -
1,585,000 shares ..................................... $ 1,903,000 --
Purchase commitment ................................... $ 919,000 --
</TABLE>
Note: The company recognized a purchase commitment of $919,000 for the initial
purchase of a 15% interest in affiliate to be paid between September 11,
1996 and March 11, 1997.
See accompanying notes to financial statements
4
<PAGE>
CHAPARRAL RESOURCES, INC.
Notes to Consolidated Financial Information
Unaudited
(1) GENERAL
Management has elected to omit substantially all notes to the
Company's financial statements. Reference should be made to the Company's Annual
Report on Form 10- K for the fiscal year ended November 30, 1995, for notes to
the Company's year-end financial statements.
(2) UNAUDITED INFORMATION
The information furnished herein was taken from the books and records
of the Company without audit. However, such information reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary to reflect properly the results for the interim periods
presented. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the year.
The November 30, 1995 balance sheet data is derived from the audited
financial statements but does not include all disclosures required by generally
accepted accounting principles.
(3) ACQUISITIONS
The Company completed the purchase of an additional 55% of Central
Asian Petroleum Guernsey Limited ("CAP-G") in three separate transactions, the
first two of which included the purchase of all of the CAP-G shares owned by a
private Turkish company ("Darka") and by an individual CAP-G shareholder
("Koksal"), each of which owned 25% of the CAP-G shares outstanding.
The Company paid $2,000,000 in cash plus 685,000 shares of the
Company's common stock to Darka for all of its CAP-G shares.
The Company must pay $1,975,000 in cash and issue 900,000 shares of
the Company's common stock to Koksal for 60% of Koksal's CAP-G shares (15% of
CAP-G), with an option, after completion of the initial purchase, to purchase
the remaining 40% of his CAP-G shares (10% of CAP-G) for an additional
$1,625,000 and 200,000 shares of the Company's common stock. The Company has
paid $1,056,250 and issued 900,000 shares of the Company's common stock. The
remaining cash balance of $918,750 for the initial purchase is to be paid
between September 11, 1996 and March 11, 1997. The Company has the option to
acquire the remaining 40% of Koksal's CAP-G shares (10% of CAP-G) at any time
following completion of the initial purchase and prior to December 11, 1997.
Under the third transaction, the Company acquired the remaining 5% of
the outstanding CAP-G shares from a private corporation ("OCSCO") for $250,000.
5
<PAGE>
With the completion of these transactions the Company's beneficial
ownership interest in CAP-G increased to 90% and its beneficial ownership
interest in Karakuduk Munay, Inc. ("KKM") and the Karakuduk Oil Field to 45%.
(4) GOING CONCERN
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
over 80% of its assets invested in entities that are pursuing the development of
the Karakuduk Oil Field, a shut in oil field in the central Asian Republic of
Kazakstan, which will require significant additional funding.
The Company has completed a private placement of common stock.
However, the net proceeds from the sale of the shares, together with the
Company's current cash reserves and cash flow from operations, will not be
sufficient to meet the Company's capital requirements through fiscal 1996. While
the Company believes that additional funds will be available from additional
financing, there can be no assurance that such will be the case. There is also
no assurance that additional financing, if available, can be obtained on terms
favorable or affordable to the Company.
The Company's continued existence as a going concern in its present
form is dependent upon the success of future operations, which is, in the near
term, dependent on the successful financing and development of the Karakuduk Oil
Field, of which there is no assurance.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(1) Liquidity and Capital Resources
The Company's primary source of capital historically has been from oil
and gas sales. The Company had negative working capital of
approximately $996,000 at August 31, 1996. Total current assets were
$803,000 and total current liabilities were $1,799,000. The Company had
working capital of $366,000 at November 30, 1995 (working capital ratio
of 2.7 to 1).
Net cash and cash equivalents increased by $208,000 from November 30,
1995 to August 31, 1996, primarily due to funds received from the
completion of a private placement of 14,000,000 shares of the Company's
common stock for gross proceeds of $7,000,000 in April, 1996.
The Company completed purchases of an additional 55% of Central Asian
Petroleum Guernsey Limited ("CAP-G"). The purchases include the
purchase of all of the CAP-G shares owned by Darka Petrol Ticaret
Limited Sirketi, a private Turkish company ("Darka") in one
transaction, the purchase of all of the shares owned by Guntekin
Koksal, an individual CAP-G shareholder ("Koksal") in two separate
transactions, and the purchase of all of the shares owned by a private
corporation in the United States. Darka owned 25%, Koksal owned 25% and
the private corporation owned 5%, of CAP-G, respectively. CAP-G has a
50% beneficial ownership interest in Karakuduk Munay, Inc. ("KKM"), the
holder of oil and gas properties in Kazakstan.
The Company paid $175,000 of a $306,250 payment due in September and
has a remaining cash balance of $743,750 due to be paid for the initial
purchase of 60% of Koksal's shares of CAP-G. The balance of the
September payment of $131,250 is to be paid to Koksal on the fifth
business day following completion of any interim financing obtained by
the Company, if so directed by the Company's Board of Directors, but in
any event no later than December 11, 1996. On December 11, 1996, the
Company is to pay Koksal the regular installment of $306,250 due and
additionally, the payment of $131,250 (if said payment is unpaid as of
that date); and $306,250 on or before March 11, 1997.
The Company's beneficial ownership interest in CAP-G is 90% and its
beneficial ownership interest in KKM and the Karakuduk Oil Field is
45%.
The Company also has an option to acquire the remaining 10% of the
outstanding CAP-G shares, all of which are owned by Koksal, for an
additional $1,625,000 and 200,000 shares of the Company's common stock
at any time following completion of the initial purchase and prior to
December 11, 1997. If the Company elects to exercise this option, the
Company's ownership in CAP-G will ultimately increase to 100%, thus
increasing to 50% the Company's beneficial ownership interest in KKM
and the Karakuduk Oil Field.
7
<PAGE>
The Company does not have significant income producing properties and
the Karakuduk Oil Field is substantially undeveloped. The development
of the Karakuduk Oil Field, through KKM, will require substantial
amounts of additional capital. The terms of the license held by KKM
require annual work plans of approximately $10 million in 1996 - 1997,
$34 million in 1997 - 1998 and $12 million in 1998 - 1999, which
requirements may be waived or modified only by the licensing authority.
The Company's subsidiary, CAP-G, must advance all of the amounts
necessary to complete the work plan for the Karakuduk Oil Field
development. Approximately $2.9 million has been paid through September
1996, and the balance of amounts necessary to complete the 1996 -1997
development work is to be paid by CAP-G. The Company is the sole source
of capital for CAP-G. KKM will notify the Company of CAP-G's additional
capital requirements on an as needed basis.
During September the Company received a binding commitment for
political risk insurance for the Karakuduk Oil Field project. The
commitment to issue the Contract of Insurance will be valid until March
30, 1997. The fee for this commitment is $62,500 for the period from
September 30, 1996, through March 30, 1997, payable in two installments
of $31,250 each. The Company has paid the first installment. The next
installment is due on December 30, 1996. The Company has the option to
extend this commitment period through June 29, 1997, by paying an
additional $31,250. This commitment period will allow the Company to
finalize the Contract of Insurance and guarantees the issuance of
political risk insurance for the project.
The Company completed a private placement of 14,000,000 shares of the
Company's common stock for gross proceeds of $7,000,000 in April, 1996.
In connection with the private placement, the Company issued a warrant
to purchase 1,022,000 shares of the Company's common stock for a
nominal amount, to the placement agent and paid approximately $22,000
of the placement agent's expenses. To date, the Company has used the
approximately $6,978,000 of net proceeds from the private placement to
complete the acquisition of the additional 55% of CAP-G, to repay
borrowings, to pay CAP-G's share of the second quarter budget and third
quarter budget for the Karakuduk Oil Field, for working capital and for
other corporate purposes. Without additional financing, the Company's
present cash and other capital resources are not sufficient to fund the
obligations of CAP-G to pay the Karakuduk Oil Field development
expenses incurred by KKM for the balance of 1996, to make the balance
of the payments due Koksal to complete the initial purchase of CAP-G
stock from him and to provide working capital for the Company.
The Company has raised capital to finance a portion of its obligations
in connection with the acquisition of its interest in CAP-G and the
development of the Karakuduk Oil Field and to satisfy working capital
needs in the short term. The Company plans to meet its additional
capital needs through debt or equity offerings, encumbering
properties, entering into arrangements whereby certain costs of
development will be paid by others to earn an interest in the
properties, or sale of a portion of the Company's interest in the
8
<PAGE>
Karakuduk Oil Field. The present environment for financing the
acquisition of oil and gas properties or the ongoing obligations of
the oil and gas business is uncertain due, in part, to instability in
oil and gas pricing in recent years. The Company's small size and the
early stage of development of the Karakuduk Oil Field may also
increase the difficulty in raising needed financing. There can be no
assurance that debt or equity financing anticipated to be necessary to
continue to fund the Company's operations and obligations will be
available to the Company on economically acceptable terms, if at all.
If sufficient funds cannot be raised to meet the continuing
obligations with respect to the Karakuduk Oil Field development, the
Company's interest in such property may be lost. Also, if sufficient
funds cannot be raised to provide additional working capital, it is
likely that the Company will not be able to continue operations.
The Company has no other material commitments for cash outlay and
capital expenditures other than for normal operations.
(2) Results of Operations
Nine Months Ended August 31, 1996 vs. August 31, 1995
The Company's operations resulted in a net loss of $672,000 for the
nine months ended August 31, 1996, compared to net income of $17,000
during the same period in 1995.
Revenues from oil and gas sales decreased $84,000 or 42% due to lower
natural gas prices, certain producing properties being shut-in due to
pricing and sale or abandonment of certain producing properties during
1995.
Costs and expenses increased $564,000 or 246.3%. Production costs
decreased $64,000 or 71.9% due to reimbursement of production taxes
from certain natural gas producing properties which offset current
costs, certain producing properties being shut-in due to pricing and
sale or abandonment of certain producing properties during 1995.
Depreciation and depletion expenses were essentially unchanged. General
and administrative expenses increased $633,000 or 1,150.9% due to costs
related to the operation of the Company's interest in the Karakuduk Oil
Field project in Kazakstan.
Interest expense increased to $28,000 due to interest paid by the
Company on certain promissory notes.
Three Months Ended August 31, 1996 vs. August 31, 1995
The Company's operations resulted in a net loss of $332,000 for the
three months ended August 31, 1996, compared to net income of $27,000
during the same period in 1995.
Revenues from oil and gas sales decreased $29,000 or 45.3% for the same
reasons cited for the nine month period.
9
<PAGE>
Costs and expenses increased $356,000 or 868.3%. Production costs
decreased $5,000 or 22.7% and general and administrative expenses
increased $344,000 or 6,780% for the same reasons cited for the nine
month period. Depreciation and depletion expenses increased $17,000 or
70.8% during the three month period. The increase in depreciation and
depletion expenses is primarily due to actual production volumes being
used to calculate the depletion expense for the current period versus
estimated production volumes being used in the prior period.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on Wednesday, July 17,
1996.
(c) One shareholder proposal was presented at the meeting. The vote of
the shareholders was as follows:
Shareholder proposal to amend Article FOURTH of the Company's
Restated Articles of Incorporation + Amendments to increase
the number of shares of the $0.10 par value common stock the
Company is authorized to issue from 50,000,000 shares to
100,000,000 shares, and correct a typographical error therein.
For 30,629,329 shares
Against 388,640 shares
Abstain 66,046 shares
Not Voted 312,001 shares
The proposal was approved.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit A: Articles of Amendment to the Restated Articles of
Incorporation + Amendments of Chaparral Resources, Inc.
(b) During the quarter for which this report is filed, the Company
filed a Current Report on Form 8-K dated July 23, 1996 reporting:
Item 4. Changes in Registrant's Certifying Accountants
On July 23, 1996, the Company requested and received the
resignation of Grant Thornton LLP as the Company's principal
independent accountants.
10
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements--Not Applicable.
(b) Exhibits.
(16) Letter of Change in Certifying Accountant.
(c) During the quarter for which this report is filed, the Company
filed a Current Report on Form 8-K/A dated July 3, 1996. The Report on
Form 8-K/A amends Item 7 of the Company's Current Report on Form 8-K
dated April 1, 1996 so that Item 7 reads as follows:
Item 7. Financial Statements and Exhibits.
(a)(1) Financial statements of Central Asian Petroleum
Guernsey Limited.
(a)(2) Financial statements of Karakuduk Munay Joint
Venture.
(b) Pro forma financial statements of Chaparral
Resources, Inc. and Subsidiary.
(c) Exhibits.
Exhibit 10.1 -- Chaparral Resources, Inc.
Warrant Certificates for
1,022,000 shares of common
stock.
(d) During the quarter for which this report is filed, the Company
filed a Current Report on Form 8-K/A dated July 3, 1996. The Report on
Form 8-K/A amends Item 7 of the Company's Current Report on Form 8-K
dated March 8, 1996 so that Item 7 reads as follows.
Item 7. Financial Statements and Exhibits.
(a)(1) Financial statements of Central Asian Petroleum
Guernsey Limited.
(a)(2) Financial statements of Karakuduk Munay Joint
Venture.
(b) Pro forma financial statements of Chaparral
Resources, Inc. and Subsidiary.
(c) Exhibits.
(10.1) Purchase Agreement, dated effective
January 12, 1996, between the Company and
Guntekin Koksal, incorporated by reference to
Exhibit 10.6 to the Company's Annual Report
on Form 10-K for the fiscal year ended November
30, 1995.
11
<PAGE>
(10.2) Letter Agreement, dated January 3, 1996,
between the Company and certain stockholders
of Darka Petrol Ticaret Ltd. Sti., together
with Exhibits A--E, incorporated by reference
to Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended November
30, 1995.
(10.3) Amendment, effective March 4, 1996,
to the Letter Agreement dated January 3, 1996,
incorporated by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10-K for
the fiscal year ended November 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 15, 1995
CHAPARRAL RESOURCES, INC.
A Colorado Corporation
/s/ Paul V. Hoovler
---------------------------------
Paul V. Hoovler
President
/s/ Matthew R. Hoovler
---------------------------------
Matthew R. Hoovler
Principal Financial Officer
12
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION + AMENDMENTS
OF
CHAPARRAL RESOURCES, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Restated Articles of Incorporation + Amendments:
FIRST: The name of the corporation is Chaparral Resources, Inc.
SECOND: The following amendment to the Restated Articles of Incorporation +
Amendments was adopted by the shareholders of the corporation on July 17, 1996,
in the manner prescribed by the Colorado Business Corporation Act:
Article Fourth is amended to read as follows:
"FOURTH: Paragraph 1: The aggregate number of shares which the
corporation shall have authority to issue is:
Par Value Number of Shares
Class Per Share Authorized
----- --------- ----------------
Common....................... $0.10 100,000,000
Preferred.................... No Par Value 1,000,000
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights with respect to the
shares of each class are:
Common: All shares shall be fully paid and nonassessable for any
purpose.
Preferred: The Board of Directors hereby is expressly authorized,
by resolution or resolutions, to provide, out of the unissued shares
of preferred stock for the issuance, from time to time, of one or more
series of preferred stock for any proper purpose without shareholder
approval, except where shareholder approval is required by law. The
Board of Directors is expressly vested with the right to determine,
with respect to the preferred stock and each series thereof, the
following:
(a) The designation of such series, the number of shares
to constitute such series and the stated value thereof if
different from the par value thereof;
<PAGE>
(b) Whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law,
and, if so, the terms of such voting rights which may be
general or limited;
(c) The dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and, if so,
from what dates, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of
this class;
(d) Whether the shares of such series shall be subject
to redemption by the corporation, and, if so, the times,
prices and other terms and conditions of such redemption;
(e) The amount or amounts payable upon such shares of
such series upon, and the rights of the holders of such
series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the
assets, of the corporation;
(f) Whether the shares of such series shall be subject
to the operation of a retirement or sinking fund, and, if so,
the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to
the operations thereof;
(g) Whether the shares of such series shall be
convertible into or exchangeable for, shares of stock of any
other class or classes or of any other series of preferred
stock or any other class or classes of capital stock, and if
so, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and
any other terms and conditions of such conversion or
exchange;
(h) The limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, or upon the purchase, redemption or other
acquisition by the corporation of, the common stock or shares
of any other class or any other series of preferred stock;
and
- 2 -
<PAGE>
(i) The conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or upon the issue
of any additional stock, including additional shares of such
series or of any other series of preferred stock or of any
other class or classes.
The holders of common stock shall have and possess all rights as
stockholders of the corporation, including such rights as may be granted
elsewhere by these Restated Articles of Incorporation + Amendments except
as such rights may be limited by the preferences, privileges and voting
powers, and the restrictions and limitations of the preferred stock.
Subject to preferential dividend rights, if any, of the holders of
preferred stock, dividends upon the common stock may be declared by the
Board of Directors and paid out of any funds legally available therefor at
such times and in such amounts as the Board of Directors shall determine.
Dividends on shares of common stock and preferred stock may be paid in
shares of common stock or preferred stock.
THIRD: The number of votes cast for the amendment by each voting group
entitled to vote separately on the amendment was sufficient for approval by that
voting group.
Dated: July 17, 1996
CHAPARRAL RESOURCES, INC.,
a Colorado corporation
By
-------------------------------
Matthew R. Hoovler, Vice President
- 3 -
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