Viking Global Technologies, Inc 10-Q/A for FY2021 Q1

Viking Global Technologies, Inc. (VGTK)

10-Q/A 2022-06-08 For: 2021-03-31

Added on April 06, 2026

About this 10-Q/A

Viking Global Technologies, Inc filed this 10-Q/A on June 8, 2022, covering the quarter ended March 31, 2021 (FY2021 Q1).

Headline figures

Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $65.65K; down 26.1% from $88.9K a year earlier
Net loss: $44.78M; compared with a net loss of $8M a year earlier

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Nevada		20-2660243
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	CEI	NYSE American

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

	Part I – Financial Information

Item 1	Financial Statements
	Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 (unaudited)	3
	Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and 2020 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4	Controls and Procedures	42

	Part II – Other Information

Item 1	Legal Proceedings	43
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3	Defaults Upon Senior Securities	43
Item 4	Mine Safety Disclosures	43
Item 5	Other Information	43
Item 6	Exhibits	44

	March 31,			December 31,
	2021			2020

ASSETS

Current assets
Cash	$	342,373		$	868,548
Accounts receivable - oil and gas - net		-			7,077
Prepaid expenses		312,583			34,211
Total current assets		654,956			909,836

Oil and gas properties, full cost method
Proved developed producing oil and gas properties, net		73,804			74,877
Total oil and gas properties, net		73,804			74,877

Equity method investment		28,858,631			15,830,538

TOTAL ASSETS	$	29,587,391		$	16,815,251

LIABILITIES AND STOCKHOLDERS DEFICIT

Current liabilities
Accounts payable	$	1,264,494		$	996,382
Accrued expenses and other current liabilities		823,292			67,397
Current taxes payable		3,000			3,000
Derivative liability		132,161,991			93,981,234
Total current liabilities		134,252,777			95,048,013

Long-term debt - net of current portion		18,000,000			18,000,000
Asset retirement obligation		50,718			46,748

TOTAL LIABILITIES		152,303,495			113,094,761

Commitments and contingencies (Note 11)					-

TEMPORARY EQUITY
Preferred Stock Series C, 3,983 and 2,093 shares issued and outstanding, respectively, liquidation preference of $137,274,095 and $72,135,245, respectively		12,623,046			5,946,052

STOCKHOLDERS' DEFICIT
Common stock, 250,000,000 shares authorized of $0.001 par value, 38,489,739 and 25,000,000 shares issued and outstanding as of March 31, 2021 and December31, 2020		38,491			25,000
Additional paid-in-capital		221,012,998			209,362,384
Accumulated Deficit		(356,390,639	)		(311,612,946	)

TOTAL STOCKHOLDERS' DEFICIT		(135,339,150	)		(102,225,562	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	29,587,391		$	16,815,251

	Three months ended
	March 31,
	2021			2020

Revenue
Oil and gas sales	$	65,653		$	88,899

Operating expenses
Lease operating costs		28,104			98,415
General and administrative		872,599			1,328,022
Stock based compensation		1,020,792			163,000
Depreciation, depletion, amortization and accretion		5,043			5,205

Total operating expenses		1,926,538			1,594,642

Loss from operations		(1,860,885	)		(1,505,743	)

Other income (expense)
Interest expense		(443,836	)		-
Equity (deficit) in earnings of unconsolidated entity		(5,871,908	)		957,169
Gain (loss) on derivative liability		(36,601,064	)		(7,546,887	)
Interest and other income		-			90,515
Total other income (expense)		(42,916,808	)		(6,499,203	)

Net income (loss) before income taxes		(44,777,693	)		(8,004,946	)
Income tax benefit (expense)		-			-

Net income (loss) attributable to Camber Energy, Inc.		(44,777,693	)		(8,004,946	)
Less preferred dividends		(6,676,994	)		(3,680,215	)

Net income (loss) attributable to common stockholders	$	(51,454,687	)	$	(11,685,161	)

Income (loss) attributable to common stockholders per weighted average number of common shares outstanding - basic and diluted	$	(1.80	)	$	(2.34	)

Weighted average number of common shares outstanding
Basic and Diluted		28,527,848			4,996,769

	Series C					Series E				Series F				Series B				Series C
	Preferred Stock					Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock
	Number					Number				Number				Number				Number				Number				Additional						Total
	Of Shares		Amount			Of Shares		Amount		Of Shares		Amount		Of Shares		Amount		Of Shares		Amount		Of Shares		Amount		Paid In Capital			Accumulated Deficit			Stockholders' (Deficit) Equity

For the three months ended March 31, 2021

Balances, December 31, 2020		2,093	$	5,946,052			-	$	-		-	$	-		-	$	-		-	$	-		25,000,000	$	25,000	$	209,362,384		$	(311,612,946	)		(102,225,562	)

Common Shares issued for:
Conversion of Series C Preferred Stock		-		-			-		-		-		-		-		-		-		-		-		-		-			-			-
True-Up Shares		-		-			-		-		-		-		-		-		-		-		12,799,645		12,800		17,307,507			-			17,320,307
Issuance of Common Shares for Consulting Fees		-		-			-		-		-		-		-		-		-		-		690,094		690		1,020,102			-			1,020,792
Issuance of Series C Preferred Shares for Cash Proceeds		1,890		6,164,308			-		-		-		-		-		-		-		-		-		-		(6,164,308	)		-			(6,164,308	)
Change in fair value of Series C shares		-		512,686			-		-		-		-		-		-		-		-		-		-		(512,686	)		-			(512,686	)
Other		-		-			-		-		-		-		-		-		-		-		-		1		(1	)		-			-
Net Loss		-		-			-		-		-		-		-		-		-		-		-		-		-			(44,777,693	)		(44,777,693	)

Balances March 31, 2021		3,983	$	12,623,046			-	$	-		-	$	-		-	$	-		-	$	-		38,489,739	$	38,491	$	221,012,998		$	(356,390,639	)	$	(135,339,150	)


For the three months ended March 31, 2021

Balances, December 31, 2019		2,294	$	13,481,663			-	$	-		-	$	-		-	$	-		-	$	-		4,709,167	$	4,709	$	176,103,308		$	(251,596,612	)		(75,488,595	)

Common Shares issued for:
Conversion of Series C Preferred Stock		-		-			-		-		-		-		-		-		-		-		290,833		291		(291	)		-			-
True-Up Shares		-		-			-		-		-		-		-		-		-		-		-		-		-			-			-
Payment of Consulting Fees		-		-			-		-		-		-		-		-		-		-		-		-		-			-			-
Issuance of Series C Preferred Shares for Cash Proceeds		525		2,600,768			-		-		-		-		-		-		-		-		-		-		(2,600,768	)		-			(2,600,768	)
Series C fair value adjustment		-		(6,280,985	)		-		-		-		-		-		-		-		-		-		-		6,280,985			-			6,280,985
Other		-		-			-		-		-		-		-		-		-		-		-		-		(1	)		-			(1	)
Net Loss																														(8,004,946	)		(8,004,946	)

Balances March 31, 2020		2,819	$	9,801,446			-	$	-		-	$	-		-	$	-		-	$	-		5,000,000	$	5,000	$	179,783,233		$	(259,601,558	)	$	(79,813,325	)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Gains (Losses)

Financial liabilities:
Derivative liability- Series C Preferred Stock						(132,161,991	)		(36,601,064	)
	$	-	$	-	$	(132,161,991	)	$	(36,601,064	)

	December 31, 2020			Depletion and Adjustments			March 31, 2021

Proved developed producing oil and gas properties
United States cost center	$	78,433,316		$	-		$	78,433,316
Accumulated depreciation, depletion and amortization		(78,358,439	)		(1,073	)		(78,359,513	)
Proved developed producing oil and gas properties, net	$	74,877		$	(1,073	)	$	73,804

	March 31, 2021			March 31, 2020
Carrying amount – beginning of period	$	15,830,537		$	-
Investment in Viking in 2021 and Elysium in 2020		18,900,000			—
Proportionate Share of Viking (losses) in 2021 and Elysium Earnings in 2020		(5,871,908	)		957,169

Carrying amount - ending	$	28,858,631		$	957,169

	March 31, 2021		December 31, 2020
Carrying amount at beginning of period	$	46,748	$	71,150
Acquisition of Viking		-		-
Accretion		3,970		58,25
Dispositions				(30,227	)
Revisions of previous estimates				5,825
Carrying amount at end of period	$	50,718	$	46,748

Long-term debt obligations of Camber Energy, Inc.:

Note payable to Discover Growth Fund, pursuant to a 10.0% Secured Promissory Note dated December 11, 2020 in the original amount of $6,000,000 with interest and principal due at the revised maturity date of January 1, 2027. The Note is secured by lien on substantially all of the Company’s assets.	$	6,000,000	$	6,000,000

Note payable to Discover Growth Fund, pursuant to a 10.0% Secured Promissory Note dated December 22, 2020 in the original amount of $12,000,000 with interest and principal due at the revised maturity date of January 1, 2027. The Note is secured by first lien on the Company’s ownership in Viking.		12,000,000		12,000,000

Total long-term debt associated with Camber Energy, Inc.		18,000,000		18,000,000
Less current portion		-		-
	$	18,000,000	$	18,000,000

	March 31, 2021		March 31, 2020
Oil sales	$	42,580	$	66,459
Natural gas sales and liquids		23,073		22,440
Total oil and gas revenue from customers	$	65,653	$	88,899

	March 31, 2021		December 31, 2020
Estimated number of shares issuable for conversion at $3.25 per share		12,255,385		6,440,000
Estimated number of common shares required to satisfy Conversion Premium using VWAP at period end		124,998,611		103,226,626
		137,253,996		109,666,626

Warrants			Exercise		Expiration	lntrinsic Value at
Outstanding			Price ($)		Date	March 31, 2021

	1	(1)		1,171,875.00	April 26, 2021	$	-
	3	(2)		195,312.50	September 12, 2022	$	-
	32	(3)		12,187.50	May 24, 2023	$	-

	36					$	-

(1)	Warrants issued in connection with the sale of convertible notes. The warrants were exercisable on the grant date (April 26, 2016) and remain exercisable until April 26, 2021.
(2)	Warrants issued in connection with funding. The warrants were exercisable on the grant date (September 12, 2017) and remain exercisable until September 12, 2022.
(3)	Warrants issued in connection with a Severance Agreement with Richard N. Azar II, the Company’s former Chief Executive Officer. The warrants were exercisable on the grant date (May 25, 2018) and remain exercisable until May 24, 2023.

	Three Months Ended March 31,
	2021			2020
Numerator:
Income (loss)	$	(44,777,693	)	$	(8,004,946	)
Less preferred dividends		(6,676,994	)		(3,680,215	)
Net income (loss) attributable to common stockholders	$	(51,454,687	)	$	(11,685,151	)
Denominator Weighted average share – basic		28,527,848			4,996,769
Dilutive effect of common stock equivalents Options/warrants		—			—
Preferred C shares		—			—
Denominator Total Weighted average shares – diluted		28,527,848			4,996,769
Income (loss) per share – basic Continuing operations	$	(1.80	)	$	(2.34	)
Income (loss) per share – diluted Continuing Operations	$	(1.80	)	$	(2.34	)

	•	Acquisition of under-valued producing oil and gas assets
	•	Employ enhanced recovery techniques to maximize production: and
	•	Implement responsible, lower-risk drilling programs on existing assets
	•	Aggressively pursue cost-efficiencies
	•	Opportunistically explore strategic mergers and/or acquisitions
	•	Actively hedge to mitigate commodity risk

Estimate of Common Shares Due to Series C Pref. Shareholders (assuming Dividends/Conversion Premium are paid in stock as opposed to cash)

Series C Pref. Shares Outstanding - March 31, 2021	3,983
Assume Triggering Event	Yes

Low VWAP During Measurement Period - $0.3475			Low VWAP During Measurement Period - $0.50			Low VWAP During Measurement Period - $1.00

Conversion Price for Preferred Stock	$	3.25	Conversion Price for Preferred Stock	$	3.25	Conversion Price for Preferred Stock	$	3.25
VWAP during Measurement Period	$	0.3475	VWAP during Measurement Period	$	0.5000	VWAP during Measurement Period	$	1.0000
Price for Calculating Conversion Premium (i.e. 85% of VWAP less $0.10)	$	0.1954	Price for Calculating Conversion Premium (i.e. 85% of VWAP less $0.10)	$	0.3250	Price for Calculating Conversion Premium (i.e. 85% of VWAP less $0.10)	$	0.7500
Series C Pref Shares	$	3,983	Series C Pref Shares	$	3,983	Series C Pref Shares		3,983
Face value per share	$	10,000	Face value per share	$	10,000	Face value per share	$	10,000
Total value	$	39,830,000	Total value	$	39,830,000	Total value	$	39,830,000
Annual Conversion Premium	$	13,920,585	Annual Conversion Premium	$	13,920,585	Annual Conversion Premium	$	13,920,585
Total conversion Premium (7 years worth of dividends)	$	97,444,095	Total conversion Premium (7 years worth of dividends)	$	97,444,095	Total conversion Premium (7 years worth of dividends)	$	97,444,095.00
Underlying common shares for Face Value Portion		12,255,385	Underlying common Shares for Face Value Portion		12,255,385	Underlying common shares for Face Value Portion		12,255,385
Underlying common shares for Conversion Premium		498,690,353	Underlying common shares for Conversion Premium		299,827,985	Underlying common shares for Conversion Premium		129,925,460
Total Potential Shares		510,945,738	Total Potential Shares		312,083,369	Total Potential Shares		142,180,845

31.1*		Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial and Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2*		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

CAMBER ENERGY, INC. (Registrant)

/s/ James Doris		Date: June 7, 2022
Principal Executive Officer

/s/ Frank W. Barker, Jr.		Date: June 7, 2022
Principal Financial and Accounting Officer

1.	I have reviewed this quarterly report on Form 10-Q of Camber Energy, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that was materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Frank W. Barker, Jr.
Frank W. Barker, Jr.
Principal Financial and Accounting Officer

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.