Pluris Energy Group Inc (PTDA)(A0LA16)

Eines der schönsten Aktien zum Traden

ist den keiner mit dabei

Bis jetzt noch nicht.=)
Aus welchen Gründen sollta man die Aktie denn kaufen?
Stehen irgendwelche NEWS an?

Aber nur in USA Traden  

Ja, aber wieso sollt ich se kaufen?
Weil du se erfolgreich tradest...?
Ich mein, es muss ja irgend n grund geben, wieso der kurs steigt.

nach 6 Tagen da 1,11 $

Keiner Dabei

und endlich im Plus. news konnte ich keine finden. Ob der Kursanstieg wohl mit den gestiegenen Energiepreisen zu erklären ist? Oder gibt´s irgendwelche News. Mal sehen wie´s heute weitergeht. Symptomatisch für diese Aktie war in den letzten Jahren, dass sie nach jedem Ausbruch immer schnell abverkauft wurde. Auch gab es schon einen Split  

Rolle.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", and "Pluris" mean Pluris Energy Group Inc., unless otherwise indicated.

Corporate History

We were incorporated under the laws of the State of Nevada on December 3, 1997 under the name "Hadrosaurus Resources, Inc." On January 20, 1998, we filed an amendment to the articles of incorporation changing our name to "Hadro Resources, Inc." On February 12, 2003, subsequent to the acquisition of Petrogen, Inc. ("Petrogen"), we filed an amendment to the articles of incorporation changing our name to "Petrogen Corp."

On October 11, 2002, effective February 12, 2003, Hadro Resources, Inc. (now known as Petrogen Corp.), Petrogen, and the shareholders of Petrogen (the "Petrogen Shareholders") entered into a share exchange agreement (the "Share Exchange Agreement"). Pursuant to the terms of the Share Exchange Agreement, we acquired from the Petrogen Shareholders one hundred percent (100%) of the issued and outstanding shares of common stock of Petrogen and issued 7,000,000 shares of our restricted common stock to the Petrogen Shareholders in proportion to their respective holdings in Petrogen.

Effective September 12, 2006, we completed a merger with our subsidiary, Pluris Energy Group Inc., which we incorporated solely to effect the name change. As a result, we changed our name from "Petrogen Corp." to "Pluris Energy Group Inc." We changed the name of our company to better reflect the direction and business of our company. The name change became effective with NASDAQ Over-the-Counter Bulletin Board at the opening of market and trading on September 12, 2006 under the new symbol "PEYG".

On September 12, 2006, we effected a five (5) for one (1) reverse stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital was decreased from 100,000,000 shares of common stock with a par value of $0.001 to 20,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital decreased from 68,249,605 shares of common stock to 13,649,921 shares of common stock.

On or about September 18, 2006, our board of directors unanimously approved an amendment to our Articles of Incorporation (the "Amendment"), pursuant to which our authorized share capital would be increased from 20,000,000 shares of common stock to 250,000,000 shares of common stock and to create 100,000,000 preferred shares. On or about September 29, 2006, our shareholders holding a majority of the total issued and outstanding shares of our common stock gave approval to the Amendment pursuant to a written consent. The increase in our authorized capital and the creation of the preferred shares was filed with the Nevada Secretary of State on November 21, 2006.

The purpose of increasing our authorized capital to 250,000,000 shares of common stock is to optimize the long term future growth potential of our organization on a share structure basis without requiring additional shareholder approvals to enable for the long term expansion of our business mandate. Specifically this will provide for other equity financing requirements we may have for the long term as well as for the development, expansion and additional acquisition of international oil and gas properties and bio-energy business opportunities that fit within our mandated business objectives.

Our executive office is located at 10777 Westheimer, Ste 1100, Houston, TX 77042-3462 and our telephone number is 281.383.9434.

Description of Business

We are an independent energy company specializing in the development of international and domestic business opportunities including, but not limited to, the acquisition, exploration and development of oil and natural gas properties and the acquisition and development of bio-energy business opportunities in South America; primarily in the region of Argentina. We currently also have oil and gas development interests in the Texas Gulf Coast of the United States. We are, together with our wholly owned subsidiaries, Petrogen, Inc. ("Petrogen") and Pluris BVI, a junior domestic upstream and midstream oil and natural gas and bio-energy development and production company focused on acquiring, developing, producing and refining oil and natural gas reserves in South American high impact hydrocarbon rich areas and acquiring interests in South American bio-energy business ventures. Our core business strategy was refined in mid-2006 to acquire non-operated and operated working interests in oil and gas fields and to acquire interests in bio-energy business development opportunities throughout South America and particularly Argentina that display significant hydrocarbon reserves and development and expansion opportunities in both the traditional fossil fuels and new bio-energy fuels business sectors that can provide high yield returns on income opportunities in the energy industry for our shareholders.

Argentina

On August 18, 2006, our company entered into a share purchase agreement (the "SPA") with four individuals to purchase all the issued and outstanding shares of San Enrique Petrolera, S.A. ("SEPSA"), incorporated under the laws of Argentina. The SEPSA acquisition marks our first step in engaging its newly mandated business plans to acquire a working interest in producing oil and gas properties located in Argentina's hydrocarbon regions. SEPSA's interests include five hydrocarbon producing properties located in three of Argentina's five oil and gas producing basins. In order to secure the rights to purchase SEPSA, an Escrow Agreement (the "Escrow") was entered into among our company, SEPSA and Deutsch Bank Trust Company Americas, New York ("DB"), whereby we issued a $3,225,000 convertible, non-retractable redeemable unsecured bond (the "Bond") in the name of Pluris Energy Group Inc., which has been placed into the Escrow at DB. Terms of the Escrow stipulate certain conversion provisions of the Bond predicated upon the performance of both SEPSA and our company. In the event that the Bond is transferred from our company to SEPSA, SEPSA will retain certain privileges of Bond conversion into common shares of our company at prices ranging from $3.25 per common share to $9.25 per common share. The Bond is due in five years time at an interest rate of LIBOR plus 5%, with a floor of 10.5% and a ceiling of 13%. Interest on the Bond can be paid in common share equity of our company at our company's discretion. This Bond will not be considered issued and outstanding for accounting purposes until such time as the Bond is transferred to SEPSA.

One of the five properties owned by SEPSA, known as Tierra Del Fuego ("TDF") is the subject of a Joint Venture agreement (the "JV") with four other JV participants, each of which possesses a Right of First Refusal (the "ROFR") to purchase SEPSA's interest in TDF under a "match or pass" status. In October of 2006, SEPSA provided the four JV participants to TDF, notification of our company having won the bid to purchase SEPSA, and under such notification, those JV participants were provided with 30 days to match our company's allocation on the TDF property, or pass on their ROFR, thereafter enabling us to complete our acquisition of SEPSA, inclusive of all or part of SEPSA's interests in the TDF property. Prior to the end of that 30 day notification period, two of the four JV participants commenced proceedings against SEPSA in the Argentine Commercial Courts seeking intermediary action upon their rights under the terms of the JV's ROFR. On March 22, 2007 we were advised by SEPSA that as an outcome to those proceedings, two injunctions were imposed by the Argentina National Commercial Court of Appeals on behalf of Apco Argentina Inc. ("Apco") and Antrim Energy Inc. ("Antrim") prohibiting the sale of SEPSA's shares to our company until such time as the ROFR issues between SEPSA, Apco and Antrim are resolved.

As a result of the Injunctions imposed by Apco and Antrim, based upon the confirmation by the National Commercial Court of Appeals of the injunctions, on April 23, 2007, we informed SEPSA's shareholders that they should abstain from selling or disposing in any manner to any third party any of SESPA's shares that SEPSA has undertaken to sell to our

company under the terms of the SPA and that SEPSA should abstain from disposing any of the assets it owned at the time the SPA was signed. In response, SEPSA informed our company of its unilateral repudiation of the SPA, stating that as an effect of the injunctions imposed by Apco and Antrim, certain terms of the SPA were triggered, rendering the SPA terminated. Terms of the SPA clearly stipulate that any dispute arising under the SPA must be mutually addressed between our company and SEPSA through the International Chamber of Commerce, Paris, France. Therefore, we commenced an arbitral action against SEPSA through The Secretariat of the Court, International Court of Arbitration, International Chamber of Commerce, Paris, France (the "ICC"), requesting the ICC to enforce SEPSA's obligations under the terms agreed upon in the SPA and to sell 100% of the shares of SEPSA and that their other obligations set forth under the SPA are in full force and effect and to award damages incurred by our company. Currently, our company has filed with the ICC an extended claim comprising damages for loss of revenues from June 30, 2006, loss of asset value increases due to publicly reported reserve increases and commodity price increases and loss of out of pocket expenses. We believe that the ROFR issues, the injunctions and the arbitral proceedings will be resolved, however, there are no clear indications at this time as to how long of a process the arbitral proceedings between SEPSA and our company will take, how long the dispute between SEPSA, Apco and Antrim will continue, nor do we know what the outcome of those proceedings amongst all the parties involved with SEPSA will be. We believe that the issues pertaining to and being sought for resolution through the arbitral proceedings between SEPSA and our company will be resolved, however, and that completion of the acquisition of SEPSA by our company will occur.

We have recently chosen to suspend the placement schedule related to our offering of a $65,000,000 convertible, non-retractable, redeemable, unsecured bond instrument (the "Bonds") until such time as the outcome of the ROFR issues, injunctions and arbitral proceedings are clear, pursuant to which we will consider recommencing the offering wherein the capital raised will be used to close the acquisition of SEPSA and finance the acquisition of additional international revenue producing oil and gas assets located in South America. To date, no proceeds have been accepted from this offering and therefore, we have no current payment burdens associated with the offering. When the legal issues surrounding SEPSA have been resolved or at a time when we are able to enter into a new business opportunity agreement that establish our rights to purchase a similar revenue producing asset base to that of SEPSA, we will consider re-establishing offering of the Bonds.

United States

On September 10, 2007, we received a demand notice (the "Demand") for the immediate payment of a Senior Secured Convertible Note (the "Note") in the amount of $75,000 plus accrued interest. The Note carried a guaranteed security agreement ("GSA") over the assets of one of our subsidiaries, Petrogen, Inc. ("Petrogen") as collateral to the GSA. Due to the financial circumstances of Petrogen at the time of receipt of the Demand; the Note could not be repaid. After Petrogen's default under the Note, the Note holder exercised its right to accept the collateral described in the GSA in full satisfaction of Petrogen's obligation to the Note Holder. The Note Holder sent to Petrogen a properly authenticated proposal to accept Petrogen's collateral in full satisfaction of the above described debt as required by the TEXAS BUSINESS & COMMERCE CODE, §9.620. On October 8, 2007 our company and Petrogen consented to the proposal, also required under the statute. The Note holder's subsequent acceptance of the collateral in full satisfaction of the obligation it secures: (a) discharges Petrogen's, obligation to the extent consented to by Petrogen.; (b) transfers to the secured party all of Petrogen's rights in the collateral; (c) discharges the security interest lien over Petrogen and (d) terminates any subordinate security interest or other subordinate liens over Petrogen by other third party creditors. The collateral is now the Note Holder's property. In this regard, Petrogen no longer owns any assets in the United States and as such, will be preparing Petrogen, Inc. for wind-up and dissolution.

We plan to develop our new mandate to acquire operated and non-operated oil and gas and bio-energy business development opportunities through the acquisition of interests in international high profile regions, and specifically within South American regions of Argentina to build a strategic base of proven hydrocarbon reserves and fossil fuel and bio-energy production opportunities that represent outstanding growth possibilities for our shareholders over the immediate, near and long term.

MANAGEMENT DISCUSSION AND PLAN OF OPERATIONS

You should read the following discussion of our financial condition and plan of operations together with the interim unaudited financial statements and the notes thereto included elsewhere in this report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section entitled "Risk Factors".

For the three month period ended September 30, 2007 and September 30, 2006

Our losses from continuing operations for the three month period ended September 30, 2007 were approximately $1,301,872 compared to $1,551,721 for the three month period ended September 30, 2006 (a decrease of $249,849 or 16.1%) . We incurred operating expenses of $1,243,900 (2006: $1,551,966) consisting of $3,017 (2006: $5,225) in depreciation, $Nil (2006: $542,750) in financing fees, $260,418 (2006: $409,232) in general and administrative expenses, $20,629 (2006:
$24,335) in interest expense, $165,400 (2006: $323,250) in management and consulting fees - related party, $623,315 (2006: $210,000) in stock based compensation and $171,121 (2006: $37,174) in professional fees.

For the three month period ended September 30, 2007, we incurred expenses from discontinued operations of approximately $826,735 compared to expenses from discontinued operations of $1,885,948 for the three month period ended September 30, 2006 (a decrease of $1,059,213 or 56.2%) .

General and administrative expenses were $260,418 for the three month period ended September 30, 2007 compared to $409,232 for the three month period ended September 30, 2006 (a decrease of $148,814 or 36.4%) . The decrease in general and administrative expenses was due to the decrease in consulting fees. General and administrative expenses generally include corporate overhead, financial and administrative contractual services, marketing and consulting costs.

Stock based compensation was $623,315 for the three month period ended September 30, 2007 compared to $210,000 for the three month period ended September 30, 2006 (an increase of $413,315 or 197%). The increase in stock based compensation expense was due to the granting of 1,565,000 stock options and 835,000 stock appreciation rights.

Professional fees were $171,121 for the three month period ended September 30, 2007 compared to $37,174 for the three month period ended September 30, 2006 (an increase of $133,947 or 360.3%) . The increase in professional fees was due to the increased legal expense from the San Enrique arbitration action.

Our net loss for the three month period ended September 30, 2007 was $2,128,607 or $0.09 per share compared to a net loss of $3,437,669 or $0.44 per share for the three month period ended September 30, 2006. The weighted average number of shares outstanding was 22,474,721 at September 30, 2007, compared to 7,744,751 at September 30, 2006.

For the nine month period ended September 30, 2007 and September 30, 2006

Our losses from continuing operations for the nine month period ended September 30, 2007 were approximately $4,289,507 compared to $2,787,522 for the nine month period ended September 30, 2006 (an increase of $1,501,985 or 53.9%) . We incurred operating expenses of $4,231,535 (2006: $2,787,767) consisting of $8,787 (2006: $13,629) in depreciation, $496,050 (2006: $808,410) in general and administrative expenses, $Nil (2006: $542,750) in financing fees, $57,366 (2006:
$37,357) in interest expense, $526,900 (2006: $796,250) in management and consulting fees - related party, $2,736,981 (2006: $413,400) in stock based compensation and $405,451 (2006: $175,971) in professional fees.

For the nine month period ended September 30, 2007, we incurred expenses from discontinued operations of approximately $849,203 compared to expenses from discontinued operations of $1,949,590 incurred for the nine month period ended September 30, 2006 (a decrease of $1,100,387 or 56.4%) . The results of oil and gas operations for the nine month period ended September 30, 2007 consisted of:
(i) $22,618 (2006: $299,152) in gas sales (ii) $165 (2006: $11,614) in depletion, (iii) $61,296 (2006: $103,547) in lease operating expenses, (iv) $808,487 (2006: $Nil) from the impairment of oil and gas properties and, (v) $1,873 (2006: $247,633) in general and administrative expenses.

General and administrative expenses were $496,050 for the nine month period ended September 30, 2007 compared to $808,410 for the nine month period ended September 30, 2006 (a decrease of 312,360 or 38.6%) . The decrease in general and administrative expenses was due to the decrease in consulting fees. General and administrative expenses generally include corporate overhead, financial and administrative contractual services, marketing and consulting costs.

Stock based compensation was $2,736,981 for the nine month period ended September 30, 2007 compared to $413,400 for the nine month period ended September 30, 2007 (an increase of $2,323,581 or 562.1%) . The increase was due to the granting of 4,615,000 stock options and 3,885,000 stock appreciation rights.

Professional fees were $405,451 for the nine month period ended September 30, 2007 compared to $175,971 for the nine month period ended September 30, 2007 (an increase of $229,480 or 130.4%) . The increase in professional fees was due to the increased legal expense from the San Enrique arbitration action.

Our net loss for the nine month period ended September 30, 2007 was $5,138,710 or $0.26 per share compared to a net loss of $4,737,112 or $0.63 per share for the nine month period ended September 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

As at September 30, 2007

As at September 30, 2007, our current assets were $425,025 and our current liabilities were $1,318,152, resulting in working capital deficit of $893,127. As at September 30, 2007, current assets were comprised of: (i) $23,052 in cash;
(ii) $35,000 in restricted cash; (iii) $5,560 in accounts receivable; (iv) $317,028 in notes receivable and (v) $44,385 in prepaids and deposits.

As at September 30, 2007, our total assets were $541,040 comprised of: (i) $425,025 in current assets; (ii) $79,117 in unproved oil and gas properties available for sale (net of depletion); and (iii) $36,898 in furniture and equipment (net of depreciation). The decrease in total assets at September 30, 2007 from the period ended December 31, 2006 was primarily due to the sale of the Emily Hawes Field and the Matagorda Island Pipeline to Darcy Energy, LLP for cash proceeds of $500,000 and the $808,487 impairment of the Tiller Ranch property.

As at September 30, 2007, current liabilities were comprised of: (i) $964,403 in accounts payable and accrued liabilities; (ii) $166,809 in notes payable; (iii) $79,117 in loans payable; and (iv) $107,823 due to related parties.

As at September 30, 2007, our total liabilities were $1,318,152, all consisting of current liabilities. The decrease in total liabilities at September 30, 2007 compared to the period ended December 31, 2006 was due primarily to the substantial repayment of loans payable and related party debt.

Stockholders' deficit increased from ($315,196) at December 31, 2006 to ($777,112) at September 30, 2007.

For the nine month period ended September 30, 2007, net cash used in continuing operations was $1,244,195 compared to net cash used in continuing operations of $4,251,241 for the nine month period ended September 30, 2006. Net cash used in continuing operations for the nine month period ended September 30, 2007 was comprised of a net loss from continuing operations of $4,289,507 (2006:
$4,737,112) and adjusted primarily by stock based compensation of $2,736,981 (2006: $413,400).

For the nine month period ended September 30, 2007, net cash used in discontinued operations was $31,567 compared to net cash from discontinued operations of $2,343,902 for the nine month period ended September 30, 2006 resulting in net cash used in operating activities of $1,275,762 (2006:
$1,907,339).

Net cash used in continuing investing activities for the nine month period ended September 30, 2007 was $894 compared to net cash used in continuing investing activities of $28,093 for the nine month period ended September 30, 2006. The net cash used in continuing investing activities during the period ended September 30, 2007 was primarily from the purchase of furniture and equipment.

For the nine month period ended September 30, 2007, net cash from discontinued investing activities was $486,500 compared to net cash used in discontinued investing activities of ($367,856) for the nine month period ended September 30, 2006 resulting in net cash from investing activities of $485,606 (2006:
($395,949)). The change in net cash from investing activities for the period ended September 30, 2007 was primarily the result from the sale of the Emily Hawes Field and Matagorda Island Pipeline to Darcy Energy, LLP for cash proceeds of $500,000.

Net cash flows from financing activities for the nine month period ended September 30, 2007 was $683,768 compared to net cash flows from financing activities of $1,645,026 for the nine month period ended September 30, 2006. The net cash flow from financing activities for the nine month period ended September 30, 2007 was primarily comprised of: (i) $505,000 (2006: $733,410) in proceeds on sale of common stock including subscriptions received; (ii) $18,500
(2006: $51,804) in warrants; (iii) $10,000 (2006: $Nil) in restricted cash; (iv)
$127,250 (2006: ($9,800)) in proceeds from notes payable; (v) ($134,750) (2006:
$835,000 in proceeds from loans payable) in repayments of loans payable; and
(vi)

$157,768 (2006: $34,612) in advances from related parties. The decrease in net cash from financing activities for the period ended September 30, 2007 was primarily the result of net effect of a decrease in the amount of proceeds received from sale of common stock including subscriptions received and the repayment of loans payable for the nine month period ended September 30, 2007.

Cash Requirements

Over the next twelve months we intend to acquire oil and gas properties in
Argentina. We anticipate that we will incur the following costs and operating
expenses over the next twelve months, excluding the acquisition costs related to
our acquisition of San Enrique Petrolera S.A., as follows:

           Estimated Funding Required During the Next Twelve Months
           Expenses                                           Amount
           Management fees                                  $750,000
           Mineral exploration expenses and holding costs  3,000,000
           Professional fees                                 400,000
           Investor relations                                500,000
           Rent, utilities and insurance                     100,000
           Other general administrative expenses             250,000
           Total                                          $5,000,000


We will require additional funds to implement our growth strategy in exploration operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Going Concern

Due to our being an exploration stage company and not having generated revenues, in their report on our audited financial statements for the year ended December 31, 2006, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through September 30, 2007 have incurred losses of $20,206,153 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private . . .

Upon successful completion of its acquisition of Cerro Negro, the Company intends on immediately pursuing development of the concession, which will consist of an initial drilling campaign to complete 60 identified proven un- developed (PUD) drilling locations, which have been delineated through the interpretation of two dimensional and 100 square kilometers of three dimensional seismic data. The seismic data sets further identify a potential for over 140 additional probable and possible future development drilling locations as the PUD drilling locations are systematically exploited and increasingly detailed geologic interpretational models are developed over the Cerro Negro concession. Deeper exploratory exploitation targets at approximately 7,200 feet are available for future interpretation also.

Completion of the acquisition is subject to the Company performing its in- depth due diligence review of Cerro Negro and negotiating and executing a mutually acceptable purchase and sale agreement between the Company and Clear.

Pluris Energy Chairman & CEO, Sacha H. Spindler stated, "We are delighted about positioning Pluris with another high quality opportunity in Argentina. Identifying and developing concessions that possess a base of existing production and proven reserves of this magnitude positions our shareholders to potentially partake in a development and expansion platform that is rarely available. This highly attractive concession positions Pluris with the unique opportunity to step into a ready-to-drill, development play that possesses significant drilling and production potential for years to come. The development platform at Cerro Negro has already been established through

several discovery and development wells, current production, highly detailed technical data and existing infrastructure."

Located in the Southeastern region of Argentina, approximately 1,800 kilometers south of Buenos Aires, the Golfo San Jorge Basin is one of five producing hydrocarbon basins in the country. Characteristically, it is considered to be a resource play as evidenced by a 90 plus percent drilling success rate. Through the advent of three dimensional seismic technologies, the full potential of the basin has been unveiled over the past fifteen years, resulting in the identification of an abundance of small and large hydrocarbon bearing structures.

Pluris Energy President and C.O.O., Sam Sen added, "We are pleased to have the opportunity to continue to deliver on our South American business mandate. In Argentina, this has been to a large degree achieved through the Company's unwavering commitment to its efforts in capturing value-adding opportunities there, which has been manifested to a large degree through the building of a top caliber Argentine technical and business development team. In the period of 18 months, a short time frame to negotiate new country entry positions for a company our size, Pluris has been successful in being the winning bidder to purchase 100% of the shares of an Argentine company and has now gained access to enter into exclusive negotiations to complete the purchase of Cerro Negro." Mr. Sen concluded, "We look forward to providing our shareholders with continuing future announcements about this and other business opportunities we are currently developing in the region."

About Pluris Energy

Pluris Energy Group Inc. is an international energy company engaged in the acquisition and development of producing oil and gas interests in South America. For further information, please visit the Company's website at www.pluris.com

   Company Contact
   Louis J. Fruchier
   Senior V.P. Corporate Developments
   Pluris Energy Group Inc.
   604-607-1677

This news release contains "forward-looking statements". Statements in this press release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, the expectation and/or claim, as applicable, that: (i) the Company will complete the acquisition of Cerro Negro; (ii) Cerro Negro consists of multiple pay potential oil development opportunities; (iii) Cerro Negro possesses significant drilling and production potential for years to come; (iv) Cerro Negro has certain proved, probable and possible oil reserves, (v) the acquisition of an Argentine company (San Enrique Petrolera, SA) will complete; and (vi) the Company will develop and capitalize on other business opportunities in Argentina and/or South America.

It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (i) the continued significant demand for oil and gas; (ii) the failure to complete the acquisition of Cerro Negro for whatever reason; iii) the failure to identify and develop further oil and/or gas reserves on the Cerro Negro concession; (iv) the Company's ability to raise the necessary financing to complete the acquisition of Cerro Negro and to pursue the further exploration and development of the Cerro Negro concession; (v) the accuracy of seismic and other data for the Cerro Negro concession; (vi) the inability to obtain the necessary approvals for the further exploration and development of the Cerro Negro concession; (vii) the failure to complete the acquisition of Argentine company (San Enrique Petrolera, SA) for whatever reason; (viii) the failure to identify and acquire other business opportunities, including producing oil and gas interests, in Argentina and/or South America; (ix) the uncertainty of the requirements demanded by environmental agencies; (x) the Company's ability to raise debt or equity financing for operations, inability to maintain qualified employees or consultants, and the likelihood that no commercial quantities of oil and gas are found or recoverable on any of its current and future exploration targets. For more risk factors about our company, readers should refer to risk disclosure in our recent forms 10-KSB and 10-QSB filed with the SEC on Edgar.