<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 10-QSB-A
SECOND AMENDMENT
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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: 0-12185
-------------
DAUGHERTY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(State or other jurisdiction of incorporation or (I.R.S. EMPLOYER
organization) IDENTIFICATION NO.)
120 PROSPEROUS PLACE, SUITE 201
LEXINGTON, KENTUCKY 40509-1844
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (606) 263-3948
-------------
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. Yes X No .
--- ---
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF JUNE 30, 1999, WAS 2,272,182.
Transitional Small Business Disclosure Format (check one): Yes No X.
--- ---
================================================================================
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The information required by this Item 1 appears on pages 8 through 11
of this Report, and is incorporated herein by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following is a discussion of the Company's financial condition and
results of operations. This discussion should be read in conjunction with the
Financial Statements of the Company described in Item 1 of this Report.
Statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which are not historical facts may be
forward looking statements. Reliance upon such information involves risks and
uncertainties, including those created by general market conditions, competition
and the possibility that events may occur which could limit the ability of the
Company to maintain or improve its operating results or execute its primary
growth strategy. Although management believes that the assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could be
inaccurate, and there can be no assurances that the forward-looking statements
included herein will prove to be accurate. The inclusion of such information
should not be regarded as a representation by management or any other person
that the objectives and plans of the Company will be achieved. Moreover, such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. Readers
are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof.
Daugherty Resources, Inc., formerly Alaska Apollo Resources Inc., (the
"Company" or the "Registrant") is a diversified natural resources company with
assets in oil and gas, wood products manufacturing, and gold prospects.
Originally formed in 1979 to develop gold properties, the Company in the fourth
quarter of 1993, acquired its wholly owned subsidiary, Daugherty Petroleum, Inc.
The purchase of Daugherty Petroleum, Inc. and the subsequent purchase of 80% of
Red River Hardwoods, Inc. in the fourth quarter of 1996 have given the Company a
diversified revenue and asset base that is primarily located in Appalachia.
Since acquiring Daugherty Petroleum, Inc., the Company has increased
its reserves through the acquisition of oil and gas properties in the
Appalachian and Illinois Basins, and the drilling of wells through joint venture
and turnkey drilling programs, where Daugherty Petroleum, Inc. is the primary
decision maker. The Company continues to aggressively seek acquisitions and
drilling programs.
At the Annual General Meeting held on June 30, 1999, shareholders
approved special resolutions, effective June 30, 1999, authorizing the
following:
1. Increasing the Company's authorized common shares from
10,000,000 common shares without par value to 100,000,000 common shares without
par value;
2. Altering the Memorandum of the Company so that the
authorized capital will be increased by creating 5,000,000 preferred shares
without par value;
3. Attaching special rights and restrictions to the common
shares and preferred shares;
Effective June 29, 1998, the Company's stock was traded on The Nasdaq
Small Cap Market under the name Daugherty Resources, Inc. Effective March 15,
1999, the Company's symbol was changed to "NGAS".
The creation of the preferred shares by the Company will allow the
planned acquisition of interests in certain oil and gas wells in Kentucky,
Louisiana and Tennessee. Management believes this acquisition will close in the
third quarter of 1999.
2
<PAGE> 3
The acquisition of Red River Hardwoods, Inc. in November of 1996
diversified the Company by adding lumber sales and manufacturing activities.
Since its acquisition, Red River's activities have been reflected on the
Company's Consolidated Financial Statements. However, on June 30, 1999, a Letter
of Intent was signed to sell Red River to H & S Lumber, Inc., Clay City, KY. A
definitive agreement was reached during August of 1999, that provides for H & S
to pay Daugherty Petroleum $537,000 and assume all of Red River's liabilities
with the exception of debt owed by Red River to Daugherty Petroleum and
approximately $170,000 owed to another lender. The sale closed during December
1999 and has an effective date of June 30, 1999. The agreement further provides
for Red River's manufacturing operations to be conducted by H & S pending the
closing of the sale of the stock in the 80% owned subsidiary. In the interim and
pending the closing, the Company retains ownership of the assets and
responsibility for the secured debt, and H & S is responsible for the operations
of the facility and income and expenses related thereto, plus debt service on
secured debt. The sale of Red River will allow the Company's management to
concentrate on expanding its core oil and gas operations. This Second Amended
Form 10-QSB is being filed to restate the Company's financial statements as a
result of notification received on April 5, 2000 from the auditors of its
subsidiary, Daugherty Petroleum, Inc., that indicated the Company had failed to
properly apply the accounting rules relating to a sale and disposal of a
business segment. The error resulted when the Company recorded the disposition
of Red River Hardwoods in two separate components: 1) an increase in beginning
Shareholders Equity, and 2) a loss from discontinued operations. The proper
accounting for the disposition was to record the gain or loss on the sale and
the results of operations in the Statements of Income net of tax. In the Company
prepared financial statements previously filed in its first amended Form 10-QSB
dated January 12, 2000, the disposal of a business segment rules were not
correctly followed, and, as a result, the Company reported a loss of $269,363
rather than a gain of $933,272 on the disposition. The financial statements have
been restated to properly reflect the divestiture.
The Company continues its tradition of realizing revenues from its oil
and gas operations. For the six months ending June 30, 1999, the Company drilled
four natural gas wells. By comparison, for the same period of 1998, the Company
drilled seven natural gas wells. Drilling operations for the first six months of
1999 were primarily related to a joint venture on the Company's farmout acreage
acquired from Equitable Resources Energy Corporation.
LIQUIDITY
The Company continues to acquire natural gas and oil properties.
Daugherty Petroleum, Inc. has provided the Company with a diversified asset base
that includes natural resources other than its original gold and silver mining
properties. During the first six months of 1999, management continued to invest
in areas it deemed crucial in developing an infrastructure suitable to support
future growth. These areas included ongoing expenses in management, professional
and operational personnel, and other expenses deemed necessary to position the
Company for future acquisitions and financing.
Historically, the Company's revenues have been from its interests in
the producing natural gas and oil wells it operates and in which it owns
interests, from its activities as "turnkey driller" and operator for various
drilling programs in its geographic area, and sales of wood products. Daugherty
Petroleum, Inc. has reduced its dependence on activities as "turnkey driller"
for private investors and instead concentrated on joint ventures with industry
partners. During the first six months of 1999, approximately 61% of the
Company's revenues were derived from joint venture drilling. Natural gas and oil
operations and revenues accounted for 39% of the revenues.
The Company plans to drill 15 wells during the last two quarters of
1999 and earn interests ranging from 12.5% to 50% interest in each well it
drills.
Working capital for the period ending June 30, 1999, was a negative
$2,342,765 compared to the same period in 1998, when working capital was a
negative $2,626,659.
During the first six months of 1999, and compared to the same period in
1998, the changes in the composition of the Company's current assets were: cash
balances increased $104,484 from $192,291 to $296,775 accounts receivable
balances decreased $160,843 from $225,641 to $64,798. Other current assets such
as prepaids
3
<PAGE> 4
and notes receivable increased $530,000 from $0 to $530,000 due to the sale of
Red River Hardwoods, Inc. Overall, current assets increased by $473,641 to
$891,573.
Current liabilities for the period ended June 30, 1999 were $3,234,338
compared to $3,044,591 for the period ended June 30, 1998.
While management believes that its cash flow resulting in operating
revenues will contribute significantly to its short-term financial commitments
and operating costs, it has continued to refine its long range strategy in 1999
to meet the Company's financial obligations. This strategy involves:
- ACQUISITION OF REVENUE-PRODUCING PROPERTIES: In November 1997,
Daugherty Petroleum signed a Letter of Intent to acquire producing
oil and gas properties in Kentucky, Louisiana and Tennessee.
Management believes that the addition of these properties will
favorably impact the Company's cash flow. Daugherty Petroleum is
also continually reviewing existing properties in its area of
interest that are for sale.
- INCREASING THE LINE OF CREDIT: The Company obtained a $1,000,000
line of credit from Compass Bank of Houston, Texas in 1998. The
Company expects to increase the line of credit in 1999.
- INSTALLATION OF ADDITIONAL NATURAL GAS GATHERING SYSTEM: The
Company plans to expand its natural gas pipeline by 45,000 feet in
1999. The extension will allow for substantially more natural gas
to be transported to market from wells drilled in 1998 and 1999.
- CONVERTIBLE NOTE PRIVATE PLACEMENT: During the second and third
quarters of 1999, the Company is sponsoring a Convertible Note
Private Placement. The notes carry a five year term and pay 10%
interest. The notes are convertible to common stock at 125% of the
lowest average bid ten days prior to the closing which is expected
to take place prior to August 20, 1999. As of August 1, 1999,
$800,000 had been committed.
- SALE OF RED RIVER HARDWOODS, INC.: The Company has signed a Letter
of Intent to sell its 80% stake in Red River. The sale closed
during December 1999 and has an effective date of June 30, 1999.
The sale of Red River will allow the Company's management to
concentrate on expanding its core oil and gas operations. These
financial statements have been restated to reflect this
divestiture.
RESULTS OF OPERATIONS
For the six month period ending June 30, 1999, the Company's gross
revenues decreased $528,768 to $539,611 from $1,068,379 for the same period in
1998. The Company experienced a net loss from continuing operations of $516,859
in this period compared to a net loss of $473,421 in the same period of 1998.
The company reported net income on discontinued operations of $694,368 the six
months ended June 30, 1999 compared to income of $49,771 for the same period of
1998.
The Company's gross revenues were derived from drilling contract
revenues of $326,834 (61%), and from natural gas and oil operations and
production revenues of $212,777 (39%).
The decrease in gross revenues of $528,768 was primarily attributable
to the decreased drilling activities during the period. Contract revenues from
drilling activities decreased by $461,212 from $788,046 in the first six months
of 1998 to $326,834 in the first six months of 1999.
During the first six months of 1999, total direct costs decreased by
$515,118 to $403,406 compared to $918,524 in the first six months of 1998. These
direct costs included drilling and related costs for four natural gas wells.
YEAR 2000 INFORMATION
The Company's field and administrative operations have been reviewed
for Year 2000 Compliance. Normal upgrades will result in essential operations
being Year 2000 compliant. Some remaining operations, such as non-essential
personal computers and non-financial software products, can be easily upgraded
at nominal cost and
4
<PAGE> 5
inconvenience. The Company has contacted its gas purchasers and third party
software and service vendors concerning Year 2000 compliance. Those third
parties not already compliant have indicated that they are working to be
compliant. The Company will be preparing contingency plans regarding those third
parties that do not currently meet Year 2000 compliance standards. Costs
incurred to date, future costs, implementation of contingency plans and
completion of modifications or replacements have not been and are not expected
to be material or pose a material risk.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 5. OTHER INFORMATION.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
-----------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
(1) Balance Sheet for the Period Ended June 30, 1999......... i
Income Statement for the Period Ended June 30, 1999...... ii-iii
Computation of Per Share Earnings........................ iv
</TABLE>
All schedules have been omitted since the information required to be
submitted has been included in the financial statements or notes or has been
omitted as not applicable or not required.
(2) Exhibits--
The exhibits indicated by an asterisk (*) are incorporated by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3(a)* Memorandum and Articles for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated January 31,
1979, filed as an exhibit to Form 10 Registration Statement
filed May 25, 1984. File No. 0-12185.
3(b)* Certificate for Catalina Energy & Resources Ltd., a British
Columbia corporation, dated November 27, 1981, changing the
name of Catalina Energy & Resources Ltd. to Alaska Apollo
Gold Mines Ltd., and further changing the authorized capital
of the Company from 5,000,000 shares of common stock,
without par value per share, to 20,000,000 shares of common
stock, without par value per share, filed as an exhibit to
Form 10 Registration Statement filed May 25, 1984. File No.
0-12185.
3(c)* Certificate of Change of Name for Alaska Apollo Gold Mines
Ltd., a British Columbia corporation, dated October 14,
1992, changing the name of Alaska Apollo Gold Mines Ltd. to
Alaska Apollo Resources Inc., and further changing the
authorized capital of the Company from 20,000,000 shares of
common stock, without par value per share, to 6,000,000
shares of common stock, without par value per share.
5
<PAGE> 6
3(d)* Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1994,
changing the authorized capital of the Company from
6,000,000 shares of common stock, without par value per
share, to 20,000,000 shares of common stock, without par
value per share.
3(e)* Certificate of Change of Name for Alaska Apollo Resources
Inc., a British Columbia corporation, dated June 24, 1998,
changing the name of Alaska Apollo Resources Inc. to
Daugherty Resources, Inc. and further changing the
authorized capital of the Registrant from 20,000,000 shares
of common stock, without par value per share, to 50,000,000
shares of common stock, without par value, and authorizing
the creation of 6,000,000 shares of preferred stock, without
par value per share. (File No.0-12185).
3(f)* Altered Memorandum of Daugherty Resources, Inc., a British
Columbia corporation, dated June 24, 1998, changing the
authorized common stock of the Registrant from 50,000,000
shares of common stock, without par value per share, to
10,000,000 shares of common stock, without par value. (File
No.0-12185).
3(g)* Altered Memorandum of Daugherty Resources, Inc., a British
Columbia corporation, dated June 25, 1998, changing the
authorized preferred stock of the Registrant from 6,000,000
shares of preferred stock, without par value per share, to
1,200,000 shares of preferred stock, without par value.
Filed as an exhibit to Form 8-K, by the Company for
reporting an event on June 29, 1998. (File No.0-12185).
4* See Exhibit No. 3(a), (b). (c), (d), (e), (f), and (g).
10(a)* Alaska Apollo Resources Inc. 1997 Stock Option Plan, filed
as Exhibit 10(a) to Form 10-K for the Company for the fiscal
year ended December 31, 1996. (File No. 0-12185).
10(b)* Incentive Stock Option Agreement by and between Alaska
Apollo Resources Inc. and William S. Daugherty dated March
7, 1997, filed as Exhibit 10(b) to Form 10-K for the Company
for the fiscal year ended December 31, 1996. (File No.
0-12185).
10(c)* Warrant Agreement by and between Alaska Apollo Resources
Inc. and Jayhead Investments Limited dated March 7, 1997,
filed as Exhibit 10(c) to Form 10-K for the Company for the
fiscal year ended December 31, 1996. (File No. 0-12185).
10(d)* Warrant Agreement by and between Alaska Apollo Resources
Inc. and Trio Growth Trust dated March 7, 1997, filed as
Exhibit 10(d) to Form 10-K for the Company for the fiscal
year ended December 31, 1996. (File No. 0-12185).
10(e)* Warrant Agreement by and between Alaska Apollo Resources
Inc. and Exergon Capital S.A. dated March 7, 1997, filed as
Exhibit 10(e) to Form 10-K for the Company.
11 Computation of Per Share Earnings.
24 Powers of Attorney.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
-------------------
Agreement of Purchase and Sale by and between Environmental
Energy Partners I, Ltd., Environmental Energy Partners II,
Ltd, Environmental Operating Partners, Ltd., Environmental
Holding, LLC, Environmental Processing Partners, Ltd.,
Environmental Energy, Inc., and Environmental Operating,
Inc., as Sellers and Daugherty Petroleum, Inc., as Buyer,
and
6
<PAGE> 7
Daugherty Resources, Inc. as Accommodating Party, dated
as of January 26, 1999, filed as an Exhibit to Form 8-K by
the Company for reporting an event on May 25, 1999 (File No.
0-12185).
(c) Financial Statement Schedules.
-----------------------------
No schedules are required, as all information required has
been presented in the audited financial statements.
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 of the
undersigned hereunto duly authorized.
DAUGHERTY RESOURCES, INC.
By: /s/ William S. Daugherty
----------------------------------
William S. Daugherty, President
Dated: April 10, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William S. Daugherty Chairman of the Board, President, April 10, 2000
- ------------------------ Director of the Registrant
WILLIAM S. DAUGHERTY
James K. Klyman* Director of the Registrant April 10, 2000
- ----------------
JAMES K. KLYMAN
Charles L. Cotterell* Director of the Registrant April 10, 2000
- ---------------------
CHARLES L. COTTERELL
</TABLE>
*By /s/William S. Daugherty
------------------------
William S. Daugherty,
Attorney-in-Fact
7
<PAGE> 8
DAUGHERTY RESOURCES. INC.
SUMMARY CONSOLIDATED BALANCE SHEETS
(United States Dollars)
Unaudited
<TABLE>
<CAPTION>
6/30/98 6/30/99
------------ ------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
- --------------
Cash $ 192,291 $ 296,775
Accounts receivable 225,641 64,798
Inventory - -
Other current assets - 530,000
------------ ------------
TOTAL CURRENT ASSETS 417,932 891,573
OIL & GAS PROPERTIES (NET) 4,279,872 4,614,704
- --------------------------
MINING PROPERTY (NET) 11,232,229 11,232,229
- ---------------------
PROPERTY & EQUIPMENT (NET) 128,634 103,327
- --------------------------
OTHER ASSETS
- ------------
Related party loans 756,087 256,427
Bonds & deposits 41,000 41,000
Other assets 153,978 99,297
Goodwill, net of amortization of $1,028,997 939,523 760,567
------------ ------------
1,890,588 1,157,291
------------ ------------
TOTAL ASSETS $ 17,949,255 $ 17,999,124
============ ============
LIABILITIES & STOCKHOLDER'S EQUITY
----------------------------------
CURRENT LIABILITIES
- -------------------
Short-term loans & notes $ 32,000 $ 1,029,177
Current portion of LT debt 909,421 141,000
Accounts payable 476,292 441,073
Accrued liabilities 506,724 794,167
Drilling prepayments 1,120,154 828,921
------------ ------------
TOTAL CURRENT LIABILITIES 3,044,591 3,234,338
LONG-TERM LIABILITIES 925,107 1,591,902
- ---------------------
PAYABLE TO RELATED PARTIES 37,612 181,219
- -------------------------- ------------ ------------
4,007,310 5,007,459
MINORITY INTEREST - -
- -----------------
STOCKHOLDER'S EQUITY
- --------------------
Common stock 21,054,304 21,319,145
Common stock subscribed - -
Additional paid in capital - -
Retained earnings (deficit) (6,638,938) (7,541,258)
Current income (loss) (473,421) (786,222)
------------ ------------
13,941,945 12,991,665
------------ ------------
TOTAL LIABILITIES &
STOCKHOLDER'S EQUITY $ 17,949,255 $ 17,999,124
============ ============
</TABLE>
Unaudited-Internally prepared by Company management
i
<PAGE> 9
DAUGHERTY RESOURCES, INC.
SUMMARY CONSOLIDATED STATEMENTS OF INCOME
(United States Dollars)
Unaudited
<TABLE>
<CAPTION>
For the six month period ended
6/30/98 6/30/99
---------------------- ---------------------
<S> <C> <C> <C> <C>
GROSS REVENUE $ 1,068,379 100.00% $ 539,611 100.00%
- -------------
DIRECT EXPENSES 918,524 85.97% 403,406 74.76%
- --------------- -------- ------ -------- ------
GROSS PROFIT 149,855 14.03% 136,205 25.24%
GENERAL & ADMINISTRATIVE EXPENSES
- ---------------------------------
Salaries & wages 108,940 10.20% 184,088 34.11%
Accounting & audit 56,246 5.26% 44,969 8.33%
Advertising & promotion 512 0.05% - 0.00%
Amortization 89,478 8.38% 89,478 16.58%
Bad debts - 0.00% - 0.00%
Depreciation 32,200 3.01% 20,400 3.78%
General consulting 66,871 6.26% 30,530 5.66%
Insurance 13,361 1.25% 14,588 2.70%
Legal 50,288 4.71% 79,498 14.73%
Office & general 75,063 7.03% 59,109 10.95%
Payroll & property tax 10,202 0.95% 9,839 1.82%
Rent 22,611 2.12% 28,444 5.27%
Repairs & maintenance 1,952 0.18% 2,622 0.49%
Shareholder & investor information 28,738 2.69% 8,340 1.55%
Travel & entertainment 25,106 2.35% 21,492 3.98%
----------- ------- ------------- --------
TOTAL G & A EXPENSES 581,568 54.43% 593,397 109.97%
OTHER INCOME (EXPENSE)
- ----------------------
Interest & dividend income 29,132 2.73% 27,277 5.05%
Miscellaneous - 0.00% - 0.00%
Gain (loss) on sale of equipment - 0.00% - 0.00%
Interest expense (70,840) -6.63% (86,944) -16.11%
----------- ------- ------------- --------
INCOME (LOSS) BEFORE INCOME TAX & OTHER (473,421) -44.31% (516,859) -95.78%
- ---------------------------------------
Income tax expense (benefit) - 0.00% - 0.00%
DISCONTINUED OPERATIONS
- -----------------------
Income (loss) from discontinued operations 49,771 4.66% (238,904) -44.27%
Gain (loss) on disposal - 0.00% 933,270 172.95%
----------- ------- ------------- --------
NET INCOME (LOSS) $ (423,650) -39.65% $ 177,509 32.90%
=========== ======= ============= ========
DEFICIT, beginning of period (6,638,938) $ (8,504,989)
DEFICIT, end of period (7,112,359) $ (8,327,480)
Shares outstanding 1,964,351 2,272,182
EARNINGS PER SHARE ($0.22) $0.08
</TABLE>
Unaudited-Internally prepared by Company management
ii
<PAGE> 10
DAUGHERTY RESOURCES, INC.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(United States Dollars)
Unaudited
<TABLE>
<CAPTION>
For the six month period ended
6/30/98 6/30/99
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (473,421) $ 177,509
Adjustments to reconcile net income (loss) to net cash
cash provided by operating activities:
Depreciation, depletion, & amortization 195,516 205,878
Gain on sale of subsidiary - (963,731)
Changes in current assets & liabilities (Increase) decrease in:
Accounts receivable (31,764) 74,689
Inventory - -
Other current assets 51,935 (487,795)
Increase (decrease) in:
Short-term loans & notes (12,500) 887,348
Accounts payable (362,006) (128,749)
Accrued liabilities 212,928 33,892
Drilling prepayments (283,153) (96,589)
---------- ---------
Net cash provided by (used in) operating activities (702,465) (297,548)
CASH FLOWS FROM INVESTING ACTIVITIES
Change in oil & gas properties (210,229) (59,602)
Change in mining properties (4,496) -
Change in property & equipment (50,100) (1,322)
Change in other assets 66,112 120,793
---------- ---------
Net cash provided by (used in) investing activities (198,713) 59,869
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 97,354 109,324
Change in long-term liabilities 142,023 (516,473)
Change in payable to related party (342,133) 445,847
---------- ---------
Net cash provided by (used in) financing activities (102,756) 38,698
---------- ---------
NET INCREASE (DECREASE) IN CASH (1,003,934) (198,981)
- -------------------------------
CASH AT BEGINNING OF PERIOD 1,196,225 495,756
- --------------------------- ---------- ---------
CASH AT END OF PERIOD $ 192,291 $ 296,775
- --------------------- ========== =========
</TABLE>
Unaudited-Internally prepared by Company management
iii
<PAGE> 1
EXHIBIT 11
DAUGHERTY RESOURCES, INC.
COMPUTATION OF PER SHARE EARNINGS
(United States Dollars)
Unaudited
The table below presents information necessary for the computation of
loss per share of the common stock, on both a primary and fully diluted basis,
for the six months ended June 30, 1999 and 1998, and the years ended December
31, 1998, 1997 and 1996. The computations below reflect the 1 for 5 Reverse
Stock Split effective June 30, 1998.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
JUNE 30 YEAR ENDED DECEMBER 31
------- ----------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net loss applicable to share of
Common Stock and Common
Stock equivalents $ 177,509 $ (423,650) $ (902,319) $(1,405,829) $ (734,605)
Average number of shares of
Common Stock Outstanding 2,272,782 1,907,050 2,035,188 1,831,926 1,610,168
Common Stock equivalents 1,514,134 1,455,404 1,448,355 1,353,244 283,293
Total shares of Common Stock
and Common Stock equivalents 3,786,916 3,362,458 3,483,543 3,185,170 1,893,461
Primary loss per share of
Common Stock $ .08 $ (.22) $ (.44) $ (.77) $ (.46)
Fully diluted loss per share of $ .05 $ (.13) $ (.26) $ (.44) $ (.39)
Common Stock
</TABLE>
- ------------------
During periods when the Company incurred net losses, Common Stock
equivalents are considered anti-dilutive.
iv
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Daugherty Resources, Inc., a British Columbia corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
a Form 10-QSB-A for the fiscal quarter ended June 30, 1999, a draft of which has
been previously reviewed by the undersigned (the "Form 10-QSB-A"), together with
any and all exhibits and other documents having relation to the Form 10-QSB-A;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form 10-QSB-A, including specifically, but not limited to,
power and authority to sign for the undersigned, in his capacity as a director
or officer or both, as the case may be, of the Company, the Form 10-QSB-A and
any and all other documents (including, without limitation, any amendments to
the Form 10-QSB-A or to such other documents) which such person may deem
necessary or advisable in connection therewith; and the undersigned does hereby
ratify and confirm all that such person shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of January 1999.
/s/ Charles L. Cotterell
-------------------------------
CHARLES L. COTTERELL
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Daugherty Resources, Inc., a British Columbia corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
a Form 10-QSB-A for the fiscal quarter ended June 30, 1999, a draft of which has
been previously reviewed by the undersigned (the "Form 10-QSB-A"), together with
any and all exhibits and other documents having relation to the Form 10-QSB-A;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form 10-QSB-A, including specifically, but not limited to,
power and authority to sign for the undersigned, in his capacity as a director
or officer or both, as the case may be, of the Company, the Form 10-QSB-A and
any and all other documents (including, without limitation, any amendments to
the Form 10-QSB-A or to such other documents) which such person may deem
necessary or advisable in connection therewith; and the undersigned does hereby
ratify and confirm all that such person shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of April 2000.
/s/ James K. Klyman
----------------------------
JAMES K. KLYMAN
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 296,775
<SECURITIES> 0
<RECEIVABLES> 594,798
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 891,573
<PP&E> 17,107,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,999,124
<CURRENT-LIABILITIES> 3,234,338
<BONDS> 1,773,121
0
0
<COMMON> 21,319,145
<OTHER-SE> (8,327,480)
<TOTAL-LIABILITY-AND-EQUITY> 17,999,124
<SALES> 539,611
<TOTAL-REVENUES> 539,611
<CGS> 403,406
<TOTAL-COSTS> 403,406
<OTHER-EXPENSES> 620,674
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,944
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 694,368
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 177,509
<EPS-BASIC> 0.08
<EPS-DILUTED> 0.05
</TABLE>
