Viking Global Technologies, Inc 10-Q/A for FY2020 Q3

Viking Global Technologies, Inc. (VGTK)

10-Q/A 2022-06-08 For: 2020-09-30

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 September 30, 2020 (FY2020 Q3).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $57.46K; down 38.1% from $92.75K a year earlier
Net loss: $19.99M; compared with a net loss of $8.41M a year earlier

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Nevada		20-2660243
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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	☐

PART 1. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	5

	CONSOLIDATED BALANCE SHEETS (UNAUDITED)	5

	CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)	6

	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)	7

	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	8

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	53

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	72

ITEM 4.	CONTROLS AND PROCEDURES.	72

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	73

ITEM 1A.	RISK FACTORS.	73

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	80

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	81

ITEM 4.	MINE SAFETY DISCLOSURES.	81

ITEM 5.	OTHER INFORMATION.	81

ITEM 6.	EXHIBITS.	84

	September 30, 2020			March 31, 2020
ASSETS
Current Assets
Cash	$	1,112,965		$	656,615
Accounts Receivable, Net of Allowance		145,362			255,363
Other Current Assets		220,682			220,682
Total Current Assets		1,479,009			1,132,660

Property and Equipment
Oil and Gas Properties - Subject to Amortization		50,413,792			50,443,883
Oil and Gas Properties - Not Subject to Amortization		28,016,989			28,016,989
Other Property and Equipment		1,570			1,570
Total Property and Equipment		78,432,351			78,462,442
Accumulated Depletion, Depreciation, Amortization and Impairment		(78,356,957	)		(78,351,825	)
Total Property and Equipment, Net		75,394			110,617
Equity Method Investment – Elysium Energy, LLC		—			957,169
Notes Receivable		10,241,048			7,339,719
Other Assets		—			155,053
Total Assets	$	11,795,451		$	9,695,218
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	1,455,898		$	1,474,221
Common Stock Payable		—			173,000
Accrued Expenses		107,621			348,460
Current Asset Retirement Obligation		25,766			30,227
Current Income Taxes Payable		3,000			3,000
Derivative Liability		96,751,178			77,636,666
Total Current Liabilities		98,343,463			79,665,574

Asset Retirement Obligation		20,017			41,523
Total Liabilities		98,363,480			79,707,097

Commitments and Contingencies (see Note 10)
Temporary Equity
Preferred Stock Series C, 2,693 and 2,819 Issued and Outstanding Respectively, Liquidation Preference of $92,816,938 and $97,156,835, respectively		5,303,138			9,801,446

Stockholders’ Equity (Deficit)
Preferred Stock Series A, 2,000 Shares Authorized of $0.001 Par Value, -0- Shares issued and Outstanding		—			—
Preferred Stock Series B, 600,000 Shares Authorized of $0.001 Par Value, 0 and 0 Shares issued and Outstanding, respectively		—			—
Common Stock, 25,000,000 shares Authorized of $0.001 Par Value, 25,000,000 and 5,000,000 Shares Issued and Outstanding, respectively		25,000			5,000
Additional Paid-in Capital		201,326,296			179,783,233
Accumulated Deficit		(293,222,463	)		(259,601,558	)
Total Stockholders’ Deficit		(91,871,167	)		(79,813,325	)
Total Liabilities and Stockholders’ Deficit	$	11,795,451		$	9,695,218

	Three Months Ended September 30,						Six Months Ended September 30,
	2020			2019			2020			2019
Operating Revenues
Crude Oil	$	45,846		$	66,786		$	67,635		$	160,485
Natural Gas		4,643			12,343			8,807			19,547
Natural Gas Liquids		6,969			13,624			14,705			34,072
Total Revenues		57,458			92,753			91,147			214,104

Operating Expenses
Lease Operating Expenses		27,222			188,483			96,513			312,040
Severance and Property Taxes		2,126			4,031			3,475			6,605
Depreciation, Depletion, Amortization, and Accretion		2,837			3,592			5,132			7,834
General and Administrative		852,915			940,483			1,539,578			2,272,474
Total Operating Expenses		885,100			1,136,589			1,644,698			2,598,953
Operating Loss		(827,642	)		(1,043,836	)		(1,553,551	)		(2,384,849	)

Other Expense (Income)
Interest Expense		—			4,174			—			5,021
Loss from Unconsolidated Entity		1,056,766			—			2,140,121			—
Loss on Derivative Liability		17,930,335			8,134,112			29,969,765			10,298,003
Other Expense (Income), Net		172,100			(9,278	)		(42,532	)		(63,540	)
Total Other Expenses		19,159,201			8,129,008			32,067,354			10,239,484

Net Loss Before Discontinued Operations		(19,986,843	)		(9,172,844	)		(33,620,905	)		(12,624,333	)
Income from Discontinued Operations		—			761,768			—			761,768
Net Loss	$	(19,986,843	)	$	(8,411,076	)	$	(33,620,905	)	$	(11,862,565	)
Less Preferred Dividends		--			84,282			2,217,671			84,282
Net Loss Attributable to Common Shareholders		(19,986,843	)		(8,495,358	)		(35,838,576	)		(11,946,847	)

Net Loss Per Common Share
Basic
Continuing Operations	$	(1.01	)	$	(18.77	)	$	(2.61	)	$	(48.99	)
Discontinued Operations		—			1.54			—			2.94
Total	$	(1.01	)	$	(17.22	)	$	(2.61	)	$	(46.05	)
Diluted
Continuing Operations	$	(1.01	)	$	(18.77	)	$	(2.61	)	$	(48.99	)
Discontinued Operations		—			1.54			—			2.94
Total	$	(1.01	)	$	(17.22	)	$	(2.61	)	$	(46.05	)

Weighted Average Number of Common Shares Outstanding
Basic		19,815,872			493,300			13,705,461			259,432
Diluted		19,815,872			493,300			13,705,461			259,432

	Series C Preferred Stock						Series E Preferred Stock				Series F Preferred Stock				Series B Preferred Stock						Common Stock										Total
	Number of Shares			Amount			Number of Shares		Amount		Number of Shares		Amount		Number of Shares			Amount			Number of Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Stockholders’ (Deficit) Equity
Balances, March 31, 2019 (as restated)		2,305		$	2,710,681			—	$	—		—	$	—		44,000		$	44			13,441	$	13	$	174,804,234		$	(231,643,389.	)	$	(56,839,098	)
Common Shares issued for:
Conversion of Series B Preferred Stock		—			—			—		—		—		—		(44,000	)		(44	)		—		—		44			—			—
Payment of Series B Dividend		—			—			—		—		—		—		—			—			—		—		—			—			—
Conversion of Debenture - Abeyance		—			—			—		—		—		—		—			—			25,008		25		(25	)		—			—
Payment for Consulting Fees		—			—			—		—		—		—		—			—			600		1		303,339			—			303,340
Rounding Adjustment for Split		—			—			—		—		—		—		—			—			4		—		—			—			—
Series C fair value adjustment		—			(1,637,614	)		—		—		—		—		—			—			—		—		1,637,614			—			(1,637,614	)
Net Loss		—			—			—		—		—		—		—			—			—		—		—			(3,451,489	)		(3,451,489	)
Balances, June 30, 2019		2,305		$	1,073,067			—	$	—		—	$	—		—		$	—			39,053	$	39	$	176,745,206		$	(235,094,878	)	$	(58,349,633	)
Common Shares issued for:
Conversion of Series C Preferred Stock		(3	)		(682	)		—		—		—		—		—			—			1,004,450		1,005		5,439,306			—			5,440,311
Stock Compensation		—			—			—		—		—		—		—			—			884		1		(1	)		—			—
Payment for Consulting Fees		—			—			—		—		—		—		—			—			80				27,690			—			27,690
Warrant Obeyance		—			—			—		—		—		—		—			—			4,065		4		(4	)		—			—
Cash Paid for Settlement of series B Preferred Stock		—			—			—		—		—		—		—			—			—		—		(25,000	)		—			(25,000	)
Issuance of Series E and F Preferred Stock		—			—			1,000,000		18,701,000		16,750		1,417,000		—			—			—		—		—			—
Series C share deemed dividends		—			84,282			—		—		—		—		—			—			—		—		(84,282	)		—			(84,282	)
Net Loss																													(8,411,076	)		(8,411,076	)
Balances, September 30, 2019		2,302		$	1,156,666			1,000,000	$	18,701,000		16,750	$	1,417,000		—		$	—			1,048,532		1,049	$	182,102,915		$	(243,505,954	)	$	(61,401,990	)

Balances, March 31, 2020 (as restated)	2819			$	9,801,447			—	$	—		—	$	—		—		$	—			5,000,000	$	5,000	$	179,783,233		$	(259,601,558	)	$	(79,813,325	)
Common Shares issued for:
Conversion of Series C Preferred Stock		(498	)		(1,213,918	)		—		—		—		—		—			—			8,059,016		8,059		10,314,912			—			10,322,971
Payment of Consulting Fees		—			—			—		—		—		—		—			—			101,514		102		172,898			—			173,000
Issuance of Series C Preferred Stock		630			2,217,671			—		—		—		—		—			—			—		—		(2,217,671	)		—			(2,217,671	)
Net Loss		—			—			—		—		—		—		—			—			—		—		—			(13,634,062	)		(13,634,062	)
Balances, June 30, 2020		2,951		$	10,805,200			—	$	—		—	$	—		—		$	—			13,160,530	$	13,161	$	188,053,372		$	(273,235,620	)	$	(85,169,087	)
Common Shares issued for:
Conversion of Series C Preferred Stock		(258	)		(520,555	)		—		—		—		—		—			—			11,764,470		11,764		8,254,990			—			8,266,754
Payment for Consulting Fees																						75,000		75		36,427			—			36,502
Series C fair value adjustment					(4,981,507	)																				4,981,507						4,981,507
Net Loss																													(19,986,843	)		(19,986,843	)
Balances, September 30, 2020		2,693			5,303,138																	25,000,000		25,000		201,326,296			(293,222,463	)		(91,871,167	)

	As Previously Restated (Second amendment)			Adjustments			As Restated

TOTAL ASSETS		11,795,451			-			11,795,451

LIABILITIES AND EQUITY

Current liabilities
Accounts payable		1,455,898						1,455,898
Accrued expenses		107,621						107,621
Derivative liability - Series C		30,866,933			65,884,245			96,751,178
Current ARO		25,766						25,766
Current income taxes payable		3,000						3,000
Total current liabilities		32,459,218			65,884,245			98,343,463

Asset retirement obligations		20,017						20,017
TOTAL LIABILITIES		32,479,235			65,884,245			98,363,480

TEMPORARY EQUITY
Preferred Stock Series C		38,002,002			(32,698,864	)		5,303,138

STOCKHOLDERS EQUITY
Preferred Stock Series C		-						-
Common Stock		25,000						25,000
Additional paid in capital		161,157,247			40,169,049			201,326,296

Retained earnings (deficit)		(219,868,033	)		(73,354,430	)		(293,222,463	)
Total stockholders equity (deficit)		(58,685,786	)		(33,185,381	)		(91,871,167	)

TOTAL LIABILITIES AND EQUITY		11,795,451			-			11,795,451

Three Months Ended September 30, 2020	As Previously Restated (Second amendment)			Adjustments			Restated

Total Revenues		57,458						57,458

Operating Expenses
Lease Operating Expenses		27,222						27,222
Severance and Property Taxes		2,126						2,126
Depreciation, Depletion, Amortization, and Accretion		2,837						2,837
General and Administrative		852,915						852,915
Total Operating Expenses		885,100						885,100
Operating Loss		(827,642	)					(827,642	)

Other Expense (Income)
Loss from Unconsolidated Entity		1,056,766						1,056,766
Loss on Derivative Liability		20,251,123			(2,320,788	)		17,930,335
Other Expense (Income), Net		172,100						172,100
Total Other Expenses		21,479,989			(2,320,788	)		19,159,201

Net Loss	$	(22,307,631	)	$	2,320,788		$	(19,986,843	)
Less Preferred Dividends		1,651,219			(1,651,219	)		--
Net Loss Attributable to Common Shareholders		(23,958,850	)		3,972,007			(19,986,843	)

Net Loss Per Common Share
Basic
Continuing Operations	$	(1.21	)	$	0.20		$	(1.01	)
Discontinued Operations		—						—
Total	$	(1.21	)	$	0.20		$	(1.01	)
Diluted
Continuing Operations	$	(1.21	)	$	0.20		$	(1.01	)
Discontinued Operations		—						—
Total	$	(1.21	)	$	0.20		$	(1.01	)

Six Months Ended September 30, 2020	As Previously Restated (Second amendment)			Adjustments			Restated

Total Revenues		91,147						91,147

Operating Expenses
Lease Operating Expenses		96,513						96,513
Severance and Property Taxes		3,475						3,475
Depreciation, Depletion, Amortization, and Accretion		5,132						5,132
General and Administrative		1,539,578						1,539,578
Total Operating Expenses		1,644,698						1,644,698
Operating Loss		(1,553,551	)					(1,553,551	)

Other Expense (Income)
Interest Expense		—						—
Loss from Unconsolidated Entity		2,140,121						2,140,121
Loss on Derivative Liability		25,952,119			4,017,646			29,969,765
Other Expense (Income), Net		(42,532						(42,532	)
Total Other Expenses		28,049,708			4,017,646			32,067,354

Net Loss Before Discontinued Operations		(29,603,259	)		(4,017,646	)		(33,620,905	)
Income from Discontinued Operations		—						—
Net Loss	$	(29,603,259	)	$	(4,017,646	)	$	(33,620,905	)
Less Preferred Dividends		3,331,975			(1,114,304	)		2,217,671
Net Loss Attributable to Common Shareholders		(32,935,234	)		(2,903,342	)		(35,838,576	)

Net Loss Per Common Share
Basic
Continuing Operations	$	(2.40	)	$	(0.21	)	$	(2.61	)
Discontinued Operations		—						—
Total	$	(2.40	)	$	(0.21	)	$	(2.61	)
Diluted
Continuing Operations	$	(2.40	)	$	(0.21	)	$	(2.61	)
Discontinued Operations		—						—
Total	$	(2.40	)	$	(0.21	)	$	(2.61	)

Three Months Ended September 30, 2019	As Previously Restated (Second amendment)			Adjustments			Restated

Total Revenues		92,753						92,753

Operating Expenses
Lease Operating Expenses		188,483						188,483
Severance and Property Taxes		4,031						4,031
Depreciation, Depletion, Amortization, and Accretion		3,592						3,592
General and Administrative		940,483						940,483
Total Operating Expenses		1,136,589						1,136,589
Operating Loss		(1,043,836	)					(1,043,836	)

Other Expense (Income)
Interest Expense		4,174						4,174
Loss on Derivative Liability		2,767,878			5,366,234			8,134,112
Other Expense (Income), Net		(9,278	)					(9,278	)
Total Other Expenses (Income)		(2,762,774	)		5,366,234			8,129,008

Net Loss Before Discontinued Operations		(3,806,610	)		(5,366,234	)		(9,172,844	)
Income from Discontinued Operations		761,768						761,768
Net Loss	$	(3,044,842	)	$	(5,366,234	)	$	(8,411,076	)
Less Preferred Dividends		1,468,328			(1,384,046	)		84,282
Net Loss Attributable to Common Shareholders		(4,513,170	)		(3,982,188	)		(8,495,358	)

Net Loss Per Common Share
Basic
Continuing Operations	$	(10.69	)	$	(8.07	)	$	(18.77	)
Discontinued Operations		1.54						1.54
Total	$	(9.15	)	$	(8.07	)	$	(17.22	)
Diluted
Continuing Operations	$	(10.69	)	$	(8.07	)	$	(18.77	)
Discontinued Operations		1.54						1.54
Total	$	(9.15	)	$	(8.07	)	$	(17.22	)

Six Months Ended September 30, 2019	As Previously Restated (Second amendment)			Adjustments			Restated

Total Revenues		214,104						214,104

Operating Expenses
Lease Operating Expenses		312,040						312,040
Severance and Property Taxes		6,605						6,605
Depreciation, Depletion, Amortization, and Accretion		7,834						7,834
General and Administrative		2,272,474						2,272,474
Total Operating Expenses		2,598,953						2,598,953
Operating Loss		(2,384,849	)					(2,384,849	)

Other Expense (Income)
Interest Expense		5,021						5,021
Loss from Unconsolidated Entity		—						—
Loss on Derivative Liability		4,931,769			5,366,234			10,298,003
Other Expense (Income), Net		(63,540	)					(63,540	)
Total Other Expenses (Income)		(4,873,250	)		5,366,234			10,239,484

Net Loss Before Discontinued Operations		(7,258,099	)		(5,366,234	)		(12,624,333	)
Income from Discontinued Operations		761,768						761,768
Net Loss	$	(6,496,331	)	$	(5,366,234	)	$	(11,862,565	)
Less Preferred Dividends		2,922,049			(2,837,767	)		84,282
Net Loss Attributable to Common Shareholders		(9,418,380	)		(2,528,467	)		(11,946,847	)

Net Loss Per Common Share
Basic
Continuing Operations	$	(39.24	)	$	(9.75	)	$	(48.99	)
Discontinued Operations		2.94						2.94
Total	$	(36.30	)	$	(9.75	)	$	(46.05	)
Diluted
Continuing Operations	$	(39.24	)	$	(9.75	)	$	(48.99	)
Discontinued Operations		2.94						2.94
Total	$	(36.30	)	$	(9.75	)	$	(46.05	)

	As previously restated (First Amendment)			Adjustments			As Restated

Balances September 30, 2020
Series C preferred Stock	$	38,002,002		$	(32,698,864	)	$	5,303,138

Common stock		25,000						25,000
Additional Paid-in Capital		161,157,247			40,169,049			201,326,296
Accumulated Deficit		(219,868,033	)		(73,354,430	)		(293,222,463	)
Total Stockholders' Equity, September 30, 2020	$	(58,685,786	)	$	(33,185,381	)	$	(91,871,167	)

	September 30, 2020			March 31, 2020
Oil and gas properties subject to amortization	$	50,413,792		$	50,443,883
Oil and gas properties not subject to amortization		28,016,989			28,016,989
Capitalized asset retirement costs		1,570			1,570
Total oil & natural gas properties		78,432,351			78,462,442
Accumulated depreciation, depletion, and impairment		(78,356,957	)		(78,351,825	)
Net Capitalized Costs	$	75,394		$	110,617

Reason for Termination	Percentage of Elysium Retained by Camber
Termination of the Merger Agreement by mutual agreement of the parties because the conditions to closing the Merger relating to the receipt of exchange listing and regulatory approvals and the Registration Statement on Form S-4, being declared effective, have a reasonable likelihood of not being satisfied through no fault of Camber or Viking		20	%*
Termination of the Merger Agreement due to either (i) Camber’s determination not to proceed with the Merger even though Viking has substantially performed its obligations pursuant to the Merger Agreement (except as discussed below), or (ii) a matter raised in Camber’s Merger Agreement disclosure schedule which was (A) not disclosed by Camber in its SEC reports, (B) could reasonably result in a material adverse effect on Camber in excess of $500,000, and (c) which Viking objected to within 5 business days of disclosure by Camber to Viking		0	%*
Termination of the Merger Agreement due to the failure of Camber’s shareholders to approve the terms of the Merger		15	%*
Termination of the Merger Agreement by either party due to any other reason not set forth above through no fault of Camber		25	%*
In the event the Secured Notes are not repaid within 90 days of the date of termination and the Additional Payment (defined above) is not made		30	%

	2020			2019
Carrying amount at beginning of period	$	957,169		$	—
Investment in Elysium		—			—
Equity change in net loss of unconsolidated entity applied to Long-Term Notes Receivable		1,182,952			—
Proportionate Share of Elysium Loss		(2,140,121	)		—
Carrying amount at end of period	$	—		$	—

	September 30, 2020			March 31, 2020
Notes receivable from Viking Energy Group, Inc. pursuant to 10.5% Secured Promissory Notes dated February 3, 2020 ($5,000,000) and June 25, 2020 ($4,200,000) in the original principal amount of $9,200,000, having an annual interest rate of 10.5%, with interest due quarterly beginning on May 1, 2020, maturing February 3, 2022. Accrued and unpaid interest of $132,329 and $83,425 is included in accounts receivable at September 30, 2020, and March 31, 2020, respectively. The Note is secured by secured interests in six Viking Energy Group, Inc. subsidiaries. See also “Note 6 – Plan of Merger and Investment In Unconsolidated Entity”.	$	9,200,000		$	5,000,000
Note receivable from Lineal Star Holdings, LLC pursuant to a Promissory Note dated effective December 31, 2019, in the original principal amount of $1,539,719, accruing annual interest of 10.5%, due quarterly beginning on March 31, 2020, maturing December 31, 2021, with accrued and unpaid interest of $16,132 and $37,966 included in accounts receivable at September 30, 2020, and March 31, 2020, respectively. The Company recognized a partial allowance of $76,152 and the related accrued interest has been fully reserved as of September 30, 2020. See also “Note 1 – General” and “Note 12 – Lineal Merger Agreement and Divestiture”.		1,539,719			1,539,719
Note receivable from Lineal Star Holdings, LLC pursuant to a Promissory Note No. 2 dated effective December 31, 2019, in the original principal amount of $800,000, accruing annual interest of 8%, due quarterly beginning on March 31, 2020, maturing December 31, 2021, with accrued and unpaid interest of $38,809 and $15,781 included in accounts receivable at September 30, 2020, and March 31, 2020, respectively. The Company recognized a partial allowance of $39,567 and the related accrued interest has been fully reserved as of September 30, 2020. See also “Note 1 – General” and “Note 12 – Lineal Merger Agreement and Divestiture”.		800,000			800,000
Equity loss of unconsolidated entity applied to notes receivable. See also “Note 6 – Plan of Merger and Investment In Unconsolidated Entity”		(1,182,952	)		—
Less allowance for notes receivable		(115,719	)		—
Less: current maturities		—			—
Total	$	10,241,048		$	7,339,719

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

Oil sales	$	45,846	$	66,786	$	67,635	$	160,485
Natural gas sales		4,643		12,343		8,807		19,547
Natural gas liquids sales		6,969		13,624		14,705		34,072
Total oil and gas revenue from customers	$	57,458	$	92,753	$	91,147	$	214,104

Return of Series E Preferred Shares	$	14,666,000
Return of Series F Preferred Shares		2,434,000
Total net consideration	$	17,100,000

Cash	$	2,101,879
Accounts receivable		1,673,538
Deferred tax assets		34,000
Cost in excess of billings		497,340
Property and equipment		1,996,229
Right of use asset – operating leases		710,898
Other current assets and deposits		49,275
Goodwill		18,314,222
Accounts payable – trade		(260,882	)
Accrued and other liabilities		(369,448	)
Billings in excess of costs		(445,759	)
Operating lease liabilities		(710,898	)
Finance lease liabilities		(237,925	)
Notes payable		(3,545,841	)
Net assets divested	$	19,806,628

	Three Months Ended			Six Months Ended
	September 30, 2019			September 30, 2019
Contract revenue	$	6,285,535		$	6,285,535
Contract costs		(4,897,196	)		(4,897,196	)
Depreciation and amortization		(64,868	)		(64,868	)
Selling, general and administrative		(791,312	)		(791,312	)
Operating income		532,159			532,159
Other income		263,113			263,113
Interest expense		(33,504	)		(33,504	)
Net income from discontinued operations	$	761,768		$	761,768

	September 30, 2020		March 31, 2020
Estimated number of shares issuable for conversion at $3.25 per share		8,286,154		8,673,846
Estimated number of common shares required to satisfy Conversion Premium using VWAP at period end		218,176,277		129,932,618
		226,462,431		138,606,464

Warrants			Exercise		Expiration	Intrinsic Value at
Outstanding			Price ($)		Date	September 30, 2020
	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					$	—

Exercise		Remaining		Options		Options
Price ($)		Life (Yrs.)		Outstanding		Exercisable
	40,429,700		0.02		2		2
		Total			2		2

	September 30, 2020
	Total		Level 1		Level 2		Level 3
Liabilities:
Derivative liability	$	96,751,178	$	—	$	—	$	96,751,178
Total liabilities at fair value	$	96,751,178	$	—	$	—	$	96,751,178

	March 31, 2020
	Total		Level 1		Level 2		Level 3
Liabilities:
Derivative liability	$	65,161,848	$	—	$	—	$	65,161,848
Total liabilities at fair value	$	65,161,848	$	—	$	—	$	65,161,848

Antilles Family Office - Est. Common Share Calc.
Conversion Price for Preferred Stock		3.25
Camber Common Share Price		0.4503
Price for Calculating Conversion Premium (i.e. 85% of VWAP less $0.10)	$	0.2828
Series C Pref Shares		1,175
Face value per share	$	10,000
Total value	$	11,750,000
Annual Conversion Premium		4,106,625
Total conversion Premium (7 years guaranteed)	$	28,746,375
Underlying common shares for Face Value Portion		3,315,385
Underlying common shares for Conversion Premium		101,649,134
Total Potential Shares		104,394,519
Less: Converted
Balance		104,394,519

	(i)	the Maturity Date of each of the Promissory Notes was extended from January 1, 2024 to January 1, 2027;

	(ii)	the conversion price was increased from $1.25 to $1.50 per share of common stock; and

	(iii)	the interest rate was decreased from 10% per annum to the WSJ Prime Rate.

	Three Months Ended September 30,				Increase			% Increase
	2020		2019		(Decrease)			(Decrease)
Sale Volumes:
Crude Oil (Bbls)		990		1,288		(298	)		(23	)%
Natural Gas (Mcf)		3,550		5,828		(2,278	)		(39	)%
NGL (Gallons)		35,671		50,928		(15,257	)		(30	)%
Total (Boe)⁽¹⁾		2,431		3,472		(1,041	)		(30	)%

Crude Oil (Bbls per day)		11		14		(3	)		(21	)%
Natural Gas (Mcf per day)		39		63		(24	)		(38	)%
NGL (Gallons per day)		388		554		(166	)		(30	)%
Total (Boe per day)⁽¹⁾		26		38		(12	)		(32	)%

Average Sale Price:
Crude Oil ($/Bbl)	$	46.31	$	51.85	$	(5.54	)		(11	)%
Natural Gas ($/Mcf)	$	1.31	$	2.12	$	(0.81	)		(38	)%
NGL ($/Bbl)	$	8.21	$	11.24	$	(3.03	)		(27	)%

Net Operating Revenues:
Crude Oil	$	45,846	$	66,786	$	(20,940	)		(31	)%
Natural Gas		4,643		12,343		(7,700	)		(62	)%
NGL		6,969		13,624		(6,655	)		(49	)%
Total Oil and Gas Revenues	$	57,458	$	92,753	$	(35,295	)		(38	)%

	Six Months Ended September 30,				Increase			% Increase
	2020		2019		(Decrease)			(Decrease)
Sale Volumes:
Crude Oil (Bbls)		2,182		2,849		(667	)		(23	)%
Natural Gas (Mcf)		7,221		10,178		(2,957	)		(29	)%
NGL (Gallons)		73,587		97,828		(24,241	)		(25	)%
Total (Boe)⁽¹⁾		5,138		6,874		(1,736	)		(25	)%

Crude Oil (Bbls per day)		12		16		(4	)		(25	)%
Natural Gas (Mcf per day)		39		56		(17	)		(30	)%
NGL (Gallons per day)		402		535		(133	)		(25	)%
Total (Boe per day)⁽¹⁾		28		38		(10	)		(26	)%

Average Sale Price:
Crude Oil ($/Bbl)	$	30.99	$	56.34	$	(25.35	)		(45	)%
Natural Gas ($/Mcf)	$	1.22	$	1.92	$	(0.70	)		(36	)%
NGL ($/Bbl)	$	8.39	$	14.63	$	(6.24	)		(43	)%

Net Operating Revenues:
Crude Oil	$	67,635	$	160,485	$	(92,850	)		(58	)%
Natural Gas		8,807		19,547		(10,740	)		(55	)%
NGL		14,705		34,072		(19,367	)		(57	)%
Total Oil and Gas Revenues	$	91,147	$	214,104	$	(122,957	)		(57	)%

	·	we will not realize the benefits expected from the Merger, including a potentially enhanced competitive and financial position, expansion of assets and therefore opportunities, and will instead be subject to all the risks we currently face as an independent company;

	·	we may experience negative reactions from the financial markets and our partners and employees;

	·	under the Merger Agreement, we may be required to transfer back to Viking the 30% interest in Elysium which we have acquired to date if the Merger Agreement is terminated, and will be required to repay amounts owed to Discover under the Investor Note ($6,000,000, plus interest) if the Merger does not close by March 11, 2021. If such amounts are payable, the payment of such amounts could have material and adverse consequences to our financial condition and operations. Furthermore, although Viking has agreed to pay us a break-up fee in the event the Merger is terminated, which will allow us to repay the Investor Note, Viking may be unable to pay such amount when due;

	·	the Merger Agreement places certain restrictions on the conduct of our business prior to the completion of the Merger or the termination of the Merger Agreement. Such restrictions, the waiver of which is subject to the consent of Viking, may prevent us from making certain acquisitions, taking certain other specified actions, or otherwise pursuing business opportunities during the pendency of the Merger;

	·	matters relating to the Merger (including integration planning) may require substantial commitments of time and resources by our management, which would otherwise have been devoted to other opportunities that may have been beneficial to Camber as an independent company; and

	·	in the event the Merger Agreement is terminated and we are unable to raise additional funding to support our operations and/or promptly identify another party willing to enter into a combination transaction with us, we may be forced to seek bankruptcy protection.

$0.05 Discount to Percentage Discounted VWAP							$0.10 Discount to Percentage Discounted VWAP
Percentage Discounted VWAP		Conversion Price*		Percentage of Discount ($0.05) Compared to Percentage Discounted VWAP			Percentage Discounted VWAP		Conversion Price*		Percentage of Discount ($0.10) Compared to Percentage Discounted VWAP
$	2.00	$	1.95		2.5	%	$	2.00	$	1.90		5.0	%
$	1.75	$	1.70		2.9	%	$	1.75	$	1.65		5.7	%
$	1.50	$	1.45		3.3	%	$	1.50	$	1.40		6.7	%
$	1.25	$	1.20		4.0	%	$	1.25	$	1.15		8.0	%
$	1.00	$	0.95		5.0	%	$	1.00	$	0.90		10.0	%
$	0.75	$	0.70		6.7	%	$	0.75	$	0.65		13.3	%
$	0.50	$	0.45		10.0	%	$	0.50	$	0.40		20.0	%
$	0.25	$	0.20		20.0	%	$	0.25	$	0.15		40.0	%
$	0.10	$	0.05		50.0	%	$	0.10	$	0.001		99.0	%
$	0.05	$	0.001		98.0	%	$	0.05	$	0.001		98.0	%

	CAMBER ENERGY, INC.
	(Registrant)

Date: June 7, 2022	/s/ James A Doris
	James A. Doris
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: June 7, 2022	/s/ Frank W. Barker
	Frank W. Barker
	Chief Financial Officer
	(Principal Financial/Accounting Officer)

Exhibit No.		Description
2.1#		Agreement and Plan of Merger by and Between Viking Energy Group, Inc., and Camber Energy, Inc. dated as of February 3, 2020 (Filed as Exhibit 2.1 to the Company’s Report on Form 8-K, filed with the Commission on February 5, 2020, and incorporated herein by reference) (File No. 001-32508)
2.2		First Amendment to Agreement and Plan of Merger, dated as of May 27, 2020, by and between Viking Energy, Inc. and Camber Energy, Inc. (Filed as Exhibit 2.2 to the Company’s Report on Form 8-K, filed with the Commission on June 1, 2020, and incorporated herein by reference) (File No. 001-32508)
2.3		Second Amendment to Agreement and Plan of Merger, dated as of June 16, 2020, by and between Viking Energy, Inc. and Camber Energy, Inc. (Filed as Exhibit 2.3 to the Company’s Report on Form 8-K, filed with the Commission on June 16, 2020, and incorporated herein by reference) (File No. 001-32508)
2.4		Third Amendment to Agreement and Plan of Merger, dated as of June 25, 2020, by and between Viking Energy, Inc. and Camber Energy, Inc. (Filed as Exhibit 2.4 to the Company’s Report on Form 8-K, filed with the Commission on June 26, 2020, and incorporated herein by reference) (File No. 001-32508)
2.5#		Amended and Restated Agreement and Plan of Merger by and Between Viking Energy Group, Inc., and Camber Energy, Inc. dated as of August 31, 2020 (Filed as Exhibit 2.1 to Camber’s Report on Form 8-K, filed with the Commission on September 3, 2020, and incorporated herein by reference) (File No. 001-32508)
2.6		First Amendment to Amended and Restated Agreement and Plan of Merger by and Between Viking Energy Group, Inc., and Camber Energy, Inc. dated as of October 9, 2020 (Filed as Exhibit 2.1 to Camber’s Report on Form 8-K, filed with the Commission on October 9, 2020, and incorporated herein by reference) (File No. 001-32508)
3.1		Articles of Incorporation (Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended November 30, 2005, filed with the SEC on February 14, 2006, and incorporated herein by reference)(File No. 000-51414)
3.2		Certificate of Amendment to Articles of Incorporation (Incorporated by reference herein to Exhibit B to the Company’s Information Statement on Schedule 14C filed with the SEC on June 1, 2006) (File No. 000-51414)
3.3		Certificate of Amendment to Articles of Incorporation (Incorporated by reference herein to Exhibit B to the Company’s Information Statement on Schedule 14C filed with the SEC on February 20, 2007)(File No. 000-51414)
3.4		Certificate of Amendment to Articles of Incorporation (Incorporated by reference herein to Exhibit B to the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 11, 2010) (File No. 001-32508)
3.5		Certificate of Amendment to Articles of Incorporation (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on January 11, 2011, and incorporated herein by reference)(File No. 001-32508)
3.6		Certificate of Amendment to Articles of Incorporation (1-for-25 Reverse Stock Split of Common Stock) (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on July 2, 2015, and incorporated herein by reference)(File No. 001-32508)
3.7		Certificate of Amendment to the Articles of Incorporation, amending the Company’s name to “Camber Energy, Inc.”, filed with the Secretary of State of Nevada on January 3, 2017 (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 14, 2017, and incorporated herein by reference)(File No. 001-32508)
3.8		Certificate of Amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 200,000,000 to 500,000,000, as filed with the Secretary of State of Nevada on January 10, 2018 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on January 12, 2018, and incorporated herein by reference) (File No. 001-32508)
3.9		Certificate of Amendment to Articles of Incorporation (1-for-25 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on March 1, 2018, and effective March 5, 2018 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on March 2, 2018, and incorporated herein by reference) (File No. 001-32508)

3.10		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Camber Energy, Inc. with the Secretary of State of the State of Nevada on December 20, 2018 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on December 26, 2018, and incorporated herein by reference)(File No. 001-32508)
3.11		Certificate of Amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 20,000,000 to 250,000,000, as filed with the Secretary of State of Nevada on April 10, 2019 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on April 11, 2019, and incorporated herein by reference)(File No. 001-32508)
3.12		Certificate of Amendment to Articles of Incorporation (1-for-25 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on July 3, 2019, and effective July 8, 2019 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on July 8, 2019, and incorporated herein by reference) (File No. 001-32508)
3.13		Camber Energy, Inc. Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock as filed with the Secretary of State of Nevada on July 8, 2019 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on July 9, 2019, and incorporated herein by reference) (File No. 001-32508)
3.14		State of Delaware Certificate of Merger of Domestic Corporation Into Domestic Limited Liability Company, filed with the Secretary of State of Delaware on July 10, 2019, and effective July 9, 2019, merging Camber Energy Merger Sub 2, Inc. into Lineal Star Holdings LLC (Filed as Exhibit 3.8 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 2019, and incorporated herein by reference) (File No. 001-32508)
3.15		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, filed by Camber Energy, Inc. with the Secretary of State of Nevada on October 25, 2019, and effective on October 29, 2019 (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 29, 2019, and incorporated herein by reference) (File No. 001-32508)
3.16		Certificate of Amendment to Articles of Incorporation (Increase in Authorized Common Stock to 25 Million Shares) filed with the Nevada Secretary of State on April 16, 2020, and effective April 16, 2020
3.17		Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock filed with the Secretary of State of Nevada on May 15, 2020 (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on May 19, 2020, and incorporated herein by reference)(File No. 001-32508)
3.18		Certificate of Withdrawal of Certificate of Designation of Series B Redeemable Convertible Preferred Stock filed with the Secretary of State of Nevada on May 15, 2020 (Filed as Exhibit 3.2 to the Company’s Report on Form 8-K, filed with the Commission on May 19, 2020, and incorporated herein by reference)(File No. 001-32508)
3.19		Certificate of Withdrawal of Certificate of Designation of Series D Convertible Preferred Stock filed with the Secretary of State of Nevada on May 15, 2020 (Filed as Exhibit 3.3 to the Company’s Report on Form 8-K, filed with the Commission on May 19, 2020, and incorporated herein by reference)(File No. 001-32508)
3.20		Certificate of Withdrawal of Certificate of Designation of Series E Redeemable Convertible Preferred Stock filed with the Secretary of State of Nevada on May 15, 2020 (Filed as Exhibit 3.4 to the Company’s Report on Form 8-K, filed with the Commission on May 19, 2020, and incorporated herein by reference)(File No. 001-32508)
3.21		Certificate of Withdrawal of Certificate of Designation of Series F Redeemable Preferred Stock filed with the Secretary of State of Nevada on May 15, 2020 (Filed as Exhibit 3.5 to the Company’s Report on Form 8-K, filed with the Commission on May 19, 2020, and incorporated herein by reference)(File No. 001-32508)
3.22		Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Camber Energy, Inc., filed with the Secretary of State of Nevada on August 31, 2020 (Filed as Exhibit 3.1 to Camber’s Report on Form 8-K, filed with the Commission on September 3, 2020, and incorporated herein by reference)(File No. 001-32508)
3.23		Certificate of Correction filed with the Secretary of State of Nevada on December 14, 2020, correcting the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock as filed with the Secretary of State of Nevada on August 25, 2016 (Filed as exhibit 3.23 to the Company’s quarterly report on Form 10-Q/A, filed with the commission on December 21, 2020 and incorporated herein by reference) (File No. 001-32508)
3.24		Certificate of Correction filed with the Secretary of State of Nevada on December 14, 2020, correcting the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock as filed with the Secretary of State of Nevada on July 8, 2019 (Filed as exhibit 3.24 to the Company’s quarterly report on Form 10-Q/A, filed with the commission on December 21, 2020 and incorporated herein by reference) (File No. 001-32508)
3.25		Second Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock as filed with the Secretary of State of Nevada on December 14, 2020 (Filed as exhibit 3.25 to the Company’s quarterly report on Form 10-Q/A, filed with the commission on December 21, 2020 and incorporated herein by reference) (File No. 001-32508)