10-K 1 beringexp10k033113.htm BERING EXPLORATION, INC. FORM 10-K FOR MARCH 31, 2013 beringexp10k033113.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
   
FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2013

OR
¨ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
 
Commission File Number 000-50541

Bering Exploration, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
 
88-0507007
(State or other jurisdiction of
incorporation or organization)
  
(IRS Employer Identification Number)

710 N. Post Oak Road, Suite 410, Houston, TX77024
 (Address of principal executive offices)
 (713) 780-0806
(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:            None

Securities registered pursuant to Section 12(g) of the Act:  
$0.001 Par Value Common Stock
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o   No  x

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  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes   o    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, September 30, 2012, was $673,541 using 3,544,955 shares at $0.19 per share.  For purposes of this computation, all executive officers, directors and 10% shareholders were deemed affiliates. Such a determination should not be construed as an admission that such 10% shareholders are affiliates.

As of July 12, 2013, there were 22,780,967 shares of common stock of the issuer issued and outstanding.

 
 

 



BERING EXPLORATION, INC. AND SUBSIDIARIES
INDEX TO FORM 10-K
March 31, 2013

           
Page No.
Part I
 
Item 1.
 
Description of Business
 
4
   
Item 1A.
 
Risk Factors
 
9
   
Item 1B.
 
Unresolved Staff Comments
 
13
   
Item 2.
 
Properties
 
13
   
Item 3.
 
Legal Proceedings
 
13
   
Item 4.
 
Mine Safety Disclosures
 
13
             
Part II
 
Item 5.
 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
13
   
Item 6.
 
Selected Financial Data
 
14
   
Item 7.
 
Management’s Discussion and Analysis of Financial Condition or Plan of Operations
 
14
   
Item 7A.
 
Quantitative and Qualitative Disclosures about Market Risk
 
18
   
Item 8.
 
Financial Statements and Supplementary Data
 
19
   
Item 9.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
20
   
Item 9A.
 
Controls and Procedures
 
20
   
Item 9B.
 
Other Information
 
21
             
Part III
 
Item 10.
 
Directors, Executive Officers, and Corporate Governance
 
21
   
Item 11.
 
Executive Compensation
 
23
   
Item 12.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
24
   
Item 13.
 
Certain Relationships and Related Party Transactions, and Director Independence
 
24
   
Item 14.
 
Principal Accountant Fees and Services
 
25
   
Item 15.
 
Exhibits and Financial Statement Schedules
 
25
       
Signatures
 
26
       
Exhibit Index
   

 

 
 
 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K contains "forward-looking" statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate and competition within our chosen industry. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
 
DEFINITIONS
 
 
All defined terms under Rule 4-10(a) of Regulation S-X shall have their statutorily prescribed meanings when used in this report. As used in this document:
 
 
“3-D” means three-dimensional.
 
“B/d” means barrels of oil or natural gas liquids per day.
 
“Bbl” or “Bbls” means barrel or barrels of oil.
 
“Bcf” means billion cubic feet.
 
“Boe” means barrel of oil equivalent, determined by using the ratio of one Bbl of oil or NGLs to six Mcf of gas.
 
“Boe/d” means boe per day.
 
“Btu” means a British thermal unit, a measure of heating value, which is approximately equal to one Mcf.
 
“LNG” means liquefied natural gas.
 
“Mb/d” means Mbbls per day.
 
“Mbbls” means thousand barrels of oil.
 
“Mboe” means thousand boe.
 
“Mboe/d” means Mboe per day.
 
“Mcf” means thousand cubic feet of natural gas.
 
“Mcf/d” means Mcf per day.
 
“MMbbls” means million barrels of oil.
 
“MMboe” means million boe.
 
“MMBtu” means million Btu.
 
“MMBtu/d” means MMBtu per day.
 
“MMcf” means million cubic feet of natural gas.
 
“MMcf/d” means MMcf per day.
 
“NGL” or “NGLs” means natural gas liquids, which are expressed in barrels.
 
“NYMEX” means New York Mercantile Exchange.
 
“Oil” includes crude oil and condensate.
 
“PUD” means proved undeveloped.
 
“SEC” means United States Securities and Exchange Commission.

 
3

 
With respect to information relating to our working interest in wells or acreage, “net” oil and gas wells or acreage is determined by multiplying gross wells or acreage by our working interest therein. Unless otherwise specified, all references to wells and acres are gross.
 
PART I

ITEMS 1 AND 2.
DESCRIPTION OF BUSINESS AND PROPERTIES

Organization

Bering Exploration Inc., (formerly China Development Group, Inc. (CDG), formerly, Oncolin Therapeutics, Inc. (Oncolin), formerly, Edgeline Holdings, Inc. (Edgeline), formerly, Dragon Gold Resources, Inc., (Dragon Gold)) was incorporated in Nevada on December 13, 2000 under the name “Folix Technologies, Inc.”  Effective June 14, 2004, the Company changed its name to Dragon Gold Resources, Inc.  The Company's principal business was the development of a Linux based application server and thin client computing systems.  During the year ended March 31, 2005, the Company entered the mineral resource exploration business through the acquisition of a 100% interest in Dragon Minerals Holdings Inc. (“DMHI”), a private British Virgin Island company.  DMHI is involved in mineral property acquisition and exploration in China.  On May 5, 2006, the Company and DMHI terminated their agreement dated July 14, 2004.  On June 19, 2007, the shareholders approved a change in the Company’s name to Edgeline Holdings, Inc. and on March 7, 2008 to Oncolin Therapeutics, Inc.

On May 18, 2010, the Board of Directors and the Majority Shareholders approved an Amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s corporate name to China Development Group, Inc. (the “June Name Change”) and a 1-for-20 reverse split of the issued and outstanding Common Stock (the “Reverse Split”).  

On July 31, 2010, the Board of Directors and the Majority Shareholders approved an Amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s corporate name to Bering Exploration, Inc.  This name change and the Reverse Split became effective on September 9, 2010.

On January 10, 2012, the shareholders of the Company voted to approve a resolution authorizing the Board of Directors of the Company to effect one or a series of reverse stock splits of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-12, with the exact ratio to be set within such a range at the discretion of the Board of Directors.  On February 12, 2012, the Board of Directors approved a 1-for-10 reverse stock split, which became effective on February 27, 2012.  The Company has retroactively applied this reverse stock split to its financial reporting for the years ended March 31, 2012 and 2011.

As of March 31, 2013, Bering Exploration, Inc. had two wholly-owned subsidiaries as follows:

 
·
Secure Voice Communications, Inc. (“Secure Voice”) – This subsidiary was incorporated in the State of Texas on May 9, 2007, with the initial primary focus being the development and readying for market a SIP (Session Initiation Protocol) based approach to defending voice traffic and voice packets against deliberate attacks such as DoS (Denial of Service) developing information.
 
 
·
Bering Operations, Inc. (formerly Bering Exploration (Texas), Inc.), (formerly New Enersource, Inc.).  This subsidiary was incorporated in the State of Texas on August 28, 2007, with the primary purpose to operate oil and gas properties.

Intertech Bio Corporation (“Intertech Bio”) was incorporated in the State of Texas on August 8, 2007.  Its primary purpose was to focus on developing products to treat cancer, infectious diseases and other medical conditions associated with compromised immune systems. On February 23, 2009, the Company distributed 75% of their ownership in Intertech Bio in exchange for the assumption of certain liabilities and future obligations associated with the ongoing operations of Intertech Bio.  Bering retains an approximate 25% interest in Intertech Bio and is not be responsible for future costs associated with Intertech Bio.

Business Strategy

The Company is focused on investing in and acquiring oil and gas reserves within the United States.  The Company’s strategy consists of the following key elements:

· Acquire onshore domestic production and drilling opportunities;
· Initiate development drilling program;
· Initial focus on drilling prospect along Gulf Coast;
· Exploit Management Team’s experience in this region.

 
4

 
Geographic Area Overviews
 
We currently have exploration and production interests the United States.
 
The following table sets out a brief comparative summary of certain key 2013 data for our operating area. Additional data and discussion is provided in Part II, Item 7 of this Form 10-K.
 
 
   
2013 Net Production
   
Percentage of Total 2013 Production
   
2013 Production Revenue
   
3/31/13 Estimated Proved Reserves
   
Percentage of Total Estimated Proved Reserves
   
2013 Gross New Wells Drilled
   
2013 Gross New Productive Wells Drilled
 
   
(In Bbl)
         
(In thousands)
   
(In Mboe)
                   
                                                         
United States
   
9,073.5
     
100
%
 
$
 77
     
33
     
100
%
   
1
     
1
 
                                                         

A description of the Companies oil and gas properties follows.

Central Texas Project,
Caldwell County, Texas
 
In March 2011, the Company leased the mineral rights on 1,282.974 gross acres targeting the Eagle Ford shale play in Central Texas.  This prospect has an aeromagnetic survey and the company expects to utilize it and other advanced techniques to maximize oil recovery from the Eagle Ford, Austin Chalk, Buda and Edwards zones. Bering will retain a 100% working interest and an 81% net revenue interest with a two year lease term.  This lease expired in March 2013 and was not renewed.
 
The Eagle Ford Shale is a shale rock formation located in multiple counties in South Texas. It underlies the Austin Chalk and the Edwards limestone formation is just below it. It is considered by geologists to be the source rock”, or the original source of hydrocarbons (oil and gas) that are now found in the Austin Chalk above it.
 
Chicas Locas Field,
Victoria County, Texas
 
In June 2011, the Company entered into a joint development agreement to co-develop an approximately 640 acre tract in Victory County, Texas.  The Company will retain a 50% working interest in this prospect.  Our net revenue interest in this field is 75%. In August 2011, the first well developed in this area began producing oil.  The well is currently producing 4 bbl of oil per day. The operator of the well has determined that the well is producing more natural gas than oil and installed a gas pipeline to connect the well to a commercial pipeline. In April 2012, the pipeline was completed and we began producing natural gas accordingly.  Our share of net production on this well was $40,966 during the fiscal year ended March 31, 2013.
 
Singer Prospect
Beauregard Parish, Louisiana
 
In August and October 2011, the Company leased the mineral rights on 320 gross acres in Singer, Louisiana.  Initial geological assessment reveals four sands in zones from 9,600’ to 10,600’ with four potential drilling locations.  Bering retains a 90% working interest in the prospect and a 75% net revenue interest.
  
Ashland Prospect
Concordia Parish, Louisiana
 
In July 2011, the Company purchased a 10% working interest in the Ashland prospect in Concordia Parish, Louisiana.  Our net revenue interest in this well is 75%.  The prospect contains 1,200 acres.  Preliminary geological analysis reveals two sands between 6,900’ and 7,100’.  In September 2011, the Sharp Heirs A No. 1 (A-1) well was successfully drilled on the prospect.  The well was completed in November 2011 and is producing approximately 26 gross barrels of oil per day.  In November 2011, a second well was drilled on this prospect. It was not commercially viable and was converted into a salt water disposal well.  This well will be used to off load water produced in the first well and allow for production to increase on the first well.  This work was completed and permitted in July 2012.  A third well was drilled in May 2012 and is in the process of being completed.  Our share of net production on the A-1 well was $47,876 during the year ended March 31, 2013.  In October 2012, the Company assigned its interest in the Ashland Project to an unrelated third party in exchange for $150,000.


 
5

 
Gohlke Project
Texas Gulf Coast
 
In October 2011, the Company leased the mineral rights to 10,000 feet on 272 gross acres in South Texas.  The tract has 12 potential drilling locations.  Preliminary geological assessment reveals 3 sands at depths of 3,800’, 5,500’ and 8,100’. Bering currently holds a 95% working interest and a 76.5% net revenue interest.  In June 2013, Bering entered into a Letter of Intent ("LOI") to farm-out the Gohlke Project in exchange for a 10% working interest calling to the Casiz Point.  The LOI is subject to a definitive agreement which is currently being negotiated.

North Edna Project

In May 2012, the Company acquired a 74% net revenue interest and a 100% of working interests in the North Edna Field located in Jefferson Davis Parish, Louisiana (“N. Edna”).  N. Edna consists of 384.84 gross acres and the Lejeune No. 1 oil and gas well (Lejeune 1).  In January 2013, the Company initiated a workover of the Lejeune 1 well.  The workover was completed in February and is currently undergoing testing.  The well is currently shut-in.

South Texas Project
Texas Gulf Coast
 
In September 2010, the Company obtained a 5% back in after payout working interest in a single well being drilled in South Texas, along the Texas Gulf Coast. The well was successfully completed and is producing natural gas.  The operator of the well estimates that payout will be achieved in twelve months, at which time the Company’s net working interest will be established.  Until such time as payout is achieved, the Company has no rights to the production from this well and accordingly, has not recognized any oil and gas revenues or reserves from this well.

We are currently evaluating additional mineral rights and drilling opportunities to acquire.

Drilling Statistics
 
 
In FYE 2013, we participated in drilling 1 gross well, with 1 (100 percent) completed as producer, productive well in the same field.

The following table shows the results of the oil and gas wells drilled and completed during the year ended March 31, 2013:
 
 
   
Net Exploratory
   
Net Development
   
Total Net Wells
 
   
Productive
   
Dry
   
Total
   
Productive
   
Dry
   
Total
   
Productive
   
Dry
   
Total
 
United States
   
-
     
-
     
-
     
1
     
-
     
1
     
1
     
-
     
1
 
                                                                         
 
 
Productive Oil and Gas Wells
 
 
The number of productive non-operated oil and gas wells in which we had an interest as of March 31, 2013, is set forth below:
 
 
   
Gas
   
Oil
   
Total
 
   
Gross
   
Net
   
Gross
   
Net
   
Gross
   
Net
 
United States
   
1
     
0.500
     
0
     
0.000
     
1
     
0.500
 
                                                 

Production, Pricing and Lease Operating Cost Data
 
 
The following table describes, as of March 31, 2013, oil, natural gas liquids (NGLs) and gas production, average lease operating expenses per boe (including transportation costs but excluding severance and other taxes) and average sales prices for our operations:
 
 
   
Production
   
Average Lease
Operating Cost per
   
Average Sales Price
 
   
Oil
   
NGLs
   
Gas
   
Boe
   
Oil
   
NGLs
   
Gas
 
   
(bbls)
   
(bbls)
   
(Mcf)
         
(Per bbl)
   
(Per bbl)
   
(Per Mcf)
 
United States
   
9,073
     
-
     
-
   
$
25.02
   
$
106.59
   
$
-
   
$
-
 
                                                         


 
6

 
Gross and Net Undeveloped and Developed Acreage
 
The following table sets out our gross and net acreage position:
 
 
                                 
   
Undeveloped Acreage
   
Developed Acreage
 
   
Gross Acres
   
Net Acres
   
Gross Acres
   
Net Acres
 
United States
   
592
     
448
     
1,840
     
410
 
                                 

As of March 31, 2013, we have 208 net acres scheduled to expire by March 31, 2014 and none thereafter, if production is not established or we take no other action to extend the terms. We plan to continue the terms of many of these licenses and concession areas through operational or administrative actions and do not expect a significant portion of our net acreage position to expire before such actions occur.
 
As of March 31, 2013, none of our net undeveloped acreage was held by production.
 
 
Estimated Proved Reserves and Future Net Cash Flows
 
 
In January 2009 the SEC issued Release No. 33-8995, “Modernization of Oil and Gas Reporting” (Release 33-8995), amending oil and gas reporting requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in Regulation S-K and bringing full-cost accounting rules into alignment with the revised disclosure requirements. The new rules include changes to the pricing used to estimate reserves, the option to disclose probable and possible reserves, revised definitions for proved reserves, additional disclosures with respect to undeveloped reserves, and other new or revised definitions and disclosures. In January 2010 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-03, “Oil and Gas Reserve Estimation and Disclosures” (ASU 2010-03), which amends Accounting Standards Codification (ASC) Topic 932, “Extractive Industries — Oil and Gas” to align the guidance with the changes made by the SEC. The Company adopted Release 33-8995 and the amendments to ASC Topic 932 resulting from ASU 2010-03 (collectively, the Modernization Rules) effective July 2010, when the Company began acquiring oil and gas properties.
 
Proved oil and gas reserves are the estimated quantities of natural gas, crude oil, condensate and NGL’s that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing conditions, operating conditions, and government regulations. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method, which excludes the host country’s share of reserves. Reserve estimates are considered proved if they are economically producible and are supported by either actual production or conclusive formation tests. Estimated reserves that can be produced economically through application of improved recovery techniques are included in the “proved” classification when successful testing by a pilot project or the operation of an active, improved recovery program using reliable technology establishes the reasonable certainty for the engineering analysis on which the project or program is based. Economically producible means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. Reasonable certainty means a high degree of confidence that the quantities will be recovered. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field-tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods.
 
Proved undeveloped (PUD) reserves include those reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Undeveloped reserves may be classified as proved reserves on undrilled acreage directly offsetting development areas that are reasonably certain of production when drilled, or where reliable technology provides reasonable certainty of economic producibility. Undrilled locations may be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time period.

The following table shows proved oil, NGL and gas reserves as of March 31, 2013, based on average commodity prices in effect on the first day of each month in FYE 2013, held flat for the life of the production, except where future oil and gas sales are covered by physical contract terms.
   
Oil
   
Gas
   
Total
 
   
(Mbbl)
   
(MMcf)
   
(Mboe)
 
Proved Developed
   
4
     
172
     
33
 
                         
Total Proved
   
4
     
172
     
33
 
                         
 

As of March 31, 2013, Bering had total estimated proved reserves of 3,511 net bbls of crude oil, condensate and NGLs and 172 net mmcf of natural gas. Combined, these total estimated proved reserves are the energy equivalent of 33 mboe barrels of oil.  Bering has no Proved Undeveloped Reserves and has elected not to disclose probable or possible reserves in this filing.
 
 
7

 
The Company’s estimates of proved reserves, proved developed reserves and proved undeveloped reserves as of March 31, 2013, changes in estimated proved reserves during the last three years, and estimates of future net cash flows from proved reserves are contained in Note 13 — Supplemental Oil and Gas Disclosures in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K. Estimated future net cash flows as of March 31, 2013, were calculated using a discount rate of 10 percent per annum, end of period costs, and an unweighted arithmetic average of commodity prices in effect on the first day of each month in FYE 2013, held flat for the life of the production, except where prices are defined by contractual arrangements.

Preparation of Oil and Gas Reserve Information
 
Bering emphasizes that its reported reserves are reasonably certain estimates which, by their very nature, are subject to revision. As additional geoscience, engineering and economic data are obtained, proved reserve estimates are much more likely to increase or remain constant than to decrease. These estimates are reviewed throughout the year and revised either upward or downward, as warranted.
 
Bering’s proved reserves are estimated at the property level and compiled for reporting purposes by an independent third-party reservoir engineer.  The independent reservoir engineer interacted with engineering and geoscience personnel and with accounting personnel to obtain the necessary data for projecting future production, costs, net revenues and ultimate recoverable reserves. All relevant data is compiled in a computer database application, to which only authorized personnel are given security access rights consistent with their assigned job function. Reserves are reviewed internally with senior management and presented to Bering’s Board of Directors in summary form on a semi-annual basis. Annually, each property is reviewed in detail by our operations manager to ensure forecasts of operating expenses, netback prices, production trends and development timing are reasonable.
 
Bering’s independent reservoir engineer, Gregory K. Graves, of the firm DeGolyer and MacNaughton, is the person primarily responsible for preparing our reserve estimates. Mr. Graves is a graduate of the University of Texas at Austin with a Bachelor of Science degree in Petroleum Engineering.  He has over 28 years of industry experience in reservoir engineering. He is a member of the Society of Petroleum Engineers and is a Registered Professional Engineer in the state of Texas.
 
The estimate of reserves disclosed in this annual report on Form 10-K is prepared by an independent third-party, DeGolyer and MacNaughton.  We have filed DeGolyer and MacNaughton’s independent report as an exhibit to this Form 10-K.
 
DeGolyer and MacNaughton opined that the overall proved reserves for the reviewed properties as estimated by the Company are, in the aggregate, reasonable, prepared in accordance with generally accepted petroleum engineering and evaluation principles and conform to the SEC’s definition of proved reserves as set forth in Rule 210.4-10(a) of Regulation S-X.

INTELLECTUAL PROPERTY / RESEARCH AND DEVELOPMENT
 
We have no intellectual property such as patents or trademarks. Additionally, we have no royalty agreements or labor contracts.  We have not incurred any research or development expenditures since our inception on November 26, 2007.

Employees

We currently have one full time and one part time consultant.  In order to implement our business plan, we will be required to employ additional qualified technical and administrative employees or retain the services of qualified consultants with the technical expertise to evaluate the technologies which we are seeking.

Competition

The oil and gas industry is intensely competitive.  We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial, and operational resources and staffs.  Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations, and necessary drilling equipment, as well as for access to funds
 
Insurance

We currently do not have any insurance coverage to cover losses or risks incurred in the ordinary course of business.

Dependence on Major Customers

We currently have two customers.

 
8

 
Office Space

The Company’s current headquarters are located in office space leased from our President and Chief Financial Officer and are located at 710 N. Post Oak Road, Suite 410, Houston, Texas 77024.

Item 1A.                      Risk Factors
 
The Company’s business, financial condition and results of operations could be materially adversely affected if any of these risks materialized, which could result in the trading price of our common stock to decline.

Risks Related to Our Business and Our Marketplace
 
There is no assurance that we will operate profitably or will generate positive cash flow in the future.
 
If we cannot generate positive cash flow in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations.  In particular, additional capital may be required in the event that:
 
 
drilling and completion costs for further wells increase beyond our expectations; or
 
 
we encounter greater costs associated with general and administrative expenses or offering costs.
 
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plan.
 
We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing exploration and development costs or, if capital is available, it may not be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.
 
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.  Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations.  Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new projects and continue our current operations.  If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

The Company’s stock price is highly volatile.

The market price of the Company's common stock has fluctuated and may continue to fluctuate.  These fluctuations may be exaggerated since the trading volume of its common stock is volatile.  These fluctuations may or may not be based upon any business or operating results.  Its common stock may experience similar or even more dramatic price and volume fluctuations in the future.

If we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
 
Our success is significantly dependent on a successful acquisition, drilling, completion, and production program.  We may be unable to locate recoverable reserves or operate on a profitable basis.  If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in us.


 
9

 
Trading of our stock may be restricted by the SEC’s “Penny Stock” regulations, which may limit a stockholder’s ability to buy and sell our stock.
 
The U.S. Securities and Exchange Commission has adopted regulations that generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers or “accredited investors.”  The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules may discourage investor interest in and limit the marketability of, our common stock.

NASD sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Trading in our common shares on the OTC QB has been volatile, making it more difficult for our stockholders to sell their shares or liquidate their investments with predictability.
 
Our common shares are currently quoted on the OTC QB.  The trading price of our common shares has been subject to wide fluctuations.  Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control.  The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation.  There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained.  These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.
 
In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted.  Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

As substantially all of our properties are in the exploration stage, there can be no assurance that we will establish commercial discoveries on our properties.
 
Exploration for economic reserves of oil and gas is subject to a number of risk factors.  Few properties that are explored are ultimately developed into producing oil and/or gas wells.  Our properties are in the exploration stage only and are without proven reserves of oil and gas.  We may not establish commercial discoveries on any of our properties

The potential profitability of oil and gas ventures depends upon factors beyond our control.
 
The potential profitability of oil and gas properties is dependent upon many factors beyond our control.  For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments.  Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project.  These changes and events will likely materially affect our financial performance.
 
Adverse weather conditions can also hinder drilling operations.  A productive well may become uneconomic in the event water or other deleterious substances are encountered that impair or prevent the production of oil and/or gas from the well.  In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances.  The marketability of oil and gas that may be acquired or discovered will be affected by numerous factors beyond our control.  These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production, and environmental protection.  These factors cannot be accurately predicted and the combination of these factors may result in us not receiving an adequate return on invested capital.

 
10

 
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring properties or leases.
 
The oil and gas industry is intensely competitive.  We compete with numerous individuals and companies, including many major oil and gas companies that have substantially greater technical, financial, and operational resources and staffs.  Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations, and necessary drilling equipment, as well as for access to funds.  We cannot predict if the necessary funds can be raised or that any projected work will be completed.  Our budget anticipates our acquisition of additional acreage.  This acreage may not become available or, if it is available for leasing, we may not be successful in acquiring the leases.  There are other competitors that have operations in areas of potential interest to us and the presence of these competitors could adversely affect our ability to acquire additional leases.
 
The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.
 
The marketability of natural resources that may be acquired or discovered by us will be affected by numerous factors beyond our control.  These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, land tenure, land use, and governmental regulations, including regulations concerning the importing and exporting of oil and gas and environmental protection regulations.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated, causing an adverse effect on us.
 
Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment.  Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.  Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received.  Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities.  Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us.  Additionally, we may be subject to liability for pollution or other environmental damages that we may elect not to insure against due to prohibitive premium costs and other reasons.  To date, we have not been required to spend any material amount on compliance with environmental regulations.  However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.
 
In general, our exploration and production activities are subject to certain federal, state, and local laws and regulations relating to environmental quality and pollution control.  Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation.  Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date.  Specifically, we are subject to legislation regarding emissions into the environment, water discharges, and storage and disposition of hazardous wastes.  In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities.  However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance.  Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities, which may have an adverse effect on our financial position.
 
Drilling operations generally involve a high degree of risk.  Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved.  We may become subject to liability for pollution or hazards against which we cannot adequately insure or for which we may elect not to insure.  Incurring any such liability may have a material adverse effect on our financial position and operations.
  
 
11

 
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
 
The laws, regulations, policies, or current administrative practices of any government body, organization, or regulatory agency in the United States or any other jurisdiction may be changed, applied, or interpreted in a manner that will fundamentally alter the ability of our company to carry on our business.  The actions, policies, or regulations, or changes thereto, of any government body, regulatory agency, or special interest groups may have a detrimental effect on us.  Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the oil and natural gas that we produce.
 
On December 15, 2009, the U.S. Environmental Protection Agency, or EPA, published its findings that emissions of carbon dioxide, or CO2, methane, and other greenhouse gases, or GHGs, present an endangerment to public heath and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climate changes.  These findings allow the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the Federal Clean Air Act.  The EPA has adopted two sets of regulations under the existing Clean Air Act that would require a reduction in emissions of GHGs from motor vehicles and could trigger permit review for GHG emissions from certain stationary sources.  In addition, in April 2010, the EPA proposed to expand its existing GHG reporting rule to include onshore oil and natural gas production, processing, transmission, storage, and distribution facilities.  If the proposed rule is finalized as proposed, reporting of GHG emissions from such facilities would be required on an annual basis, with reporting beginning in 2012 for emissions occurring in 2011.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.
 
Hydraulic fracturing is a process used by oil and natural gas exploration and production operators in the completion or re-working of certain oil and natural gas wells, whereby water, sand, and chemicals are injected under pressure into subsurface formations to stimulate natural gas and, to a lesser extent, oil production.  This process is typically regulated by state oil and natural gas agencies and has not been subject to Federal regulation.  However, due to concerns that hydraulic fracturing may adversely affect drinking water supplies, the EPA has commenced a study of the potential adverse effects that hydraulic fracturing may have on water quality and public health, and a committee of the U.S. House of Representatives has commenced its own investigation into hydraulic fracturing practices.  Additionally, legislation has been introduced in Congress to amend the Federal Safe Drinking Water Act to subject hydraulic fracturing processes to regulation under that Act and to require the disclosure of chemicals used by the oil and natural gas industry in the hydraulic fracturing process.  If enacted, such a provision could require hydraulic fracturing activities to meet permitting and financial assurance requirements, adhere to certain construction specifications, fulfill monitoring, reporting, and recordkeeping requirements, and meet plugging and abandonment requirements.

Additional capital may dilute current stockholders.

In order to provide capital for the operation of the Company’s business, it may enter into additional financing arrangements.  These arrangements may involve the issuance of new common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock.  Any of these items could result in a material increase in the number of shares of common stock outstanding which would in turn result in a dilution of the ownership interest of existing common shareholders.  In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of the Company’s existing common stock.

A low market price may severely limit the potential market for the Company’s common stock.

The Company’s common stock is currently trading at a price below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers.  These rules generally apply to any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “penny stock”).

The Company is unlikely to pay dividends on its common stock.

The Company does not anticipate paying any cash dividends on its common stock in the foreseeable future.  While its dividend policy will be based on its operating results and capital needs, the Company anticipates that all earnings, if any, will be retained to finance its future operations. 

 
12

 
Our Auditor has issued a going concern opinion regarding the Company’s financial condition

In their audit reports for the years ending March 31, 2013 and 2012, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. In addition, the financial statements do not contain any adjustments that may result from the uncertainty of our continuation as a going concern. We believe that if we do not raise sufficient additional capital within 12 months of the filing of our Annual Report on Form 10-K, we may be required to suspend or cease the implementation of our business plan.

ITEM 1B. 
UNRESOLVED STAFF COMMENTS

None.

ITEM 3.
LEGAL PROCEEDINGS

The Company is not aware of any legal proceedings, pending or threatened, which it is a party to.  

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s Common Stock trades on the pink sheets under the symbol BERX.PK.  The following table sets forth the range of high and low bid prices for the last two fiscal years which represent the effect of a 1-for-10 reverse stock split which became effective on February 27, 2012.

Year 2013
 
High
   
Low
 
Quarter ended March 31, 2013
 
$
0.64
   
$
0.14
 
Quarter ended December 31, 2012
 
$
0.62
   
$
0.14
 
Quarter ended September 30, 2012
 
$
0.65
   
$
0.12
 
Quarter ended June 30, 2012
 
$
0.75
   
$
0.10
 

Year 2012
 
High
   
Low
 
Quarter ended March 31, 2012
 
$
1.10
   
$
0.23
 
Quarter ended December 31, 2011
 
$
2.50
   
$
0.80
 
Quarter ended September 30, 2011
 
$
7.50
   
$
0.80
 
Quarter ended June 30, 2011
 
$
14.30
   
$
6.00
 

The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
 
As of July 8, 2013 we have approximately 4,200 holders of record of our common stock.

DIVIDENDS.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
 
 
1.
we would not be able to pay our debts as they become due in the usual course of business; or

 
2.
our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
 
 
 
13

 
We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

ITEM 6.
SELECTED FINANCIAL DATA
 
This item does not apply to small reporting companies.

ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
 
Oil and Gas Revenues, Production and Prices
 
Bering began producing oil in September 2011.  Prior to September 2011 Bering had no revenues.  Bering produced 5,590.69 gross and 766.28 net bbl of oil during the fiscal year ending March 31, 2012.  Bering did not produce any NGL or natural gas during the year ended March 31, 2012.  The average price per barrel of oil received by Bering during the year ended March 31, 2012 was $103.21.  Bering produced 9,073.47 net bbl of oil during the fiscal year ending March 31, 2013.  Bering did not produce any NGL or natural gas during the year ended March 31, 2013.  The average price per barrel of oil received by Bering during the year ended March 31, 2013 was $106.59.

Crude Oil Prices
 
All of our oil production is sold at prevailing market prices, which fluctuate in response to many factors that are outside of our control.  Bering does not use financial instruments to manage any portion of its exposure to fluctuations in crude oil prices.
 
Crude Oil Revenues
 
Prior to September 2011, Bering did not have any revenues.  The Chicas Locas No. 1 well began producing oil in September 2011.  The Sharp Heirs A No. 1 well began producing oil in late October 2011.  Crude oil accounted for 100 percent of our oil and gas production revenues during the year ended March 31, 2013.  Crude oil revenues for the years ended March 31, 2013 and 2012 totaled $88,842 and $79,085, respectively.
 
Production totaled 9,073 and 766 net bbl in the years ended March 31, 2013 and 2012, respectively.

Revenue and production increased as a result of investments in oil and gas drilling programs.
 
 Operating Expenses
 
The table below presents a comparison of our expenses on an absolute dollar basis and an equivalent unit of production (boe) basis. Our discussion may reference expenses either on a boe basis, on an absolute dollar basis or both, depending on relevance.

   
Year ended March 31, 2013
 
    $      
$ per boe
 
Lease operating expenses
  $ 226,242       $ 24.94  
Compensation and related expenses
    3,469,665         382.42  
Office administration
    81,704         9.01  
Professional fees
    298,018         32.85  
Investor relations
    3,940         0.43  
Depreciation, depletion and amortization
    62,858         6.93  
Lease impairment expense
    384,418         42.37  
Other
    68,829         7.59  
Total
  $ 4,595,674       $ 506.54  


 
 
14

 
Depreciation, Depletion and Amortization
 
 
The following table details the components of depreciation, depletion and amortization (DD&A) for the year ended March 31, 2013 and 2012:
   
Year ended March 31,
 
   
2013
   
2012
 
Depreciation
  $ 566     $ 1,075  
Depletion
    63,450       38,079  
ARO accretion
    (1,158 )     909  
Discount amortization
           
Total
  $ 62,858     $ 40,063  

Full-cost depletion was $63,450 and $38,079 during the years ended March 31, 2013 and 2012.

Under the full-cost method of accounting, the Company is required to review the carrying value of its proved oil and gas properties each quarter on a country-by-country basis. Under these rules, capitalized costs of oil and gas properties, net of accumulated DD&A and deferred income taxes, may not exceed the present value of estimated future net cash flows from proved oil and gas reserves, discounted 10 percent, net of related tax effects. Until estimated future net cash flows is calculated using an unweighted arithmetic average of commodity prices in effect on the first day of each month, held flat for the life of the production, except where prices are defined by contractual arrangements. The rules also generally require the estimation of future costs using costs in effect at the end of each fiscal quarter. Write-downs required by these rules do not impact cash flow from operating activities.

Lease Operating Expenses
 
Lease operating expenses (LOE) include several components: direct operating costs, repair and maintenance, and workover costs.
 
Direct operating costs generally trend with commodity prices and are impacted by the type of commodity produced and the location of properties (i.e., offshore, onshore, remote locations, etc.). Fluctuations in commodity prices impact operating cost elements both directly and indirectly. They directly impact costs such as power, fuel, and chemicals, which are commodity-price based. Commodity prices also affect industry activity and demand, thus indirectly impacting the cost of items such as labor, materials and supplies. Oil, which contributed all of our production, is inherently more expensive to produce than natural gas. Workovers accelerate production; hence, activity generally increases with higher commodity prices.
 
The Company recognized lease operating costs during the fiscal years ended March 31, 2013 and 2012 of $226,242 and $3,523, respectively.

Results of Operations – April 1, 2012 to March 31, 2013

The Company recognized gross revenue from oil and gas operations of $93,100 and net revenues of $88,842 for the fiscal year ended through March 31, 2013.  Revenues were generated by the Sharp Heirs No. 1 well and the Chicas Locas No. 1 well.  Currently, these are our only producing wells.

The Company’s costs and expenses totaled $4,595,674 for the fiscal year ended March 31, 2013, which were comprised of lease operating expenses of $226,242, compensation and related expenses of $3,469,665, office administration of $81,704, professional fees of $298,018, investor relations expenses of $3,940, depreciation, depletion and amortization of $62,858, lease impairment expense of $384,418 and other expenses of $68,829.  In addition, we incurred interest expense of $1,082,760 and recorded a loss on the change in value of a derivative liability $309,866.

Compensation and related expenses increased by $1,309,056 due to share based compensation issued to our CEO, CFO and VP of Operations and professional services firms.  Lease operating expenses increased by $222,719 due to increased costs associated with the North Edna lease.  Office administration increased by $25,247 due to an increase in travel expenses of approximately $21,000.  Professional fees increased by $93,891 primarily due to consulting fees paid to our VP of Operations, who is hired on a contract basis and auditor fee increases.  Investor relations decreased by $136,198 due to lower fees paid to investor relations professionals.  Depreciation and amortization is analyzed above.  Interest expense increased by $7,700 due to the amortization of discount recognized in conjunction with notes payable and amendments to notes payables.  Additionally, the Company recognized a loss on the change in a derivative liability of $309,866.

The Company’s net loss for the fiscal year ended March 31, 2013 was $5,899,458 or $0.53 per share (basic and diluted).

 
15

 
Results of Operations – April 1, 2011 to March 31, 2012
 
The Company recognized gross revenue from oil and gas operations of $86,303 and net revenues of $79,085 for the fiscal year ended through March 31, 2012.  Revenues were generated by the Sharp Heirs No. 1 well, drilled in September 2011 and completed in November 2011 and the Chicas Locas No. 1 well, re-entered in August 2011 and completed in September 2011.  Currently, these are our only producing wells.

The Company’s costs and expenses totaled $2,604,917 for the fiscal year ended March 31, 2012, which were comprised of lease operating expenses of $3,523, compensation and related expenses of $2,160,609, office administration of $56,457, professional fees of $204,127, investor relations expenses of $140,138, and depreciation, depletion and amortization of $40,063.  In addition, we incurred interest expense of $1,075,060 and loss on extinguishment of debt of $50,518.

Compensation and related expenses increased by $1,710,848 due to share based compensation issued to our CEO, our VP of Operations and professional services firms.  Office administration increased by $52,797 due to rent expense of $13,200, office supplies of $13,308 and travel of $26,287.  Professional fees increased by $127,002 primarily due to consulting fees paid to our VP of Operations, who is hired on a contract basis.  Investor relations increased by $121,436 due to fees paid to investor relation and public relations professionals.  Depreciation and amortization is analyzed above.  Interest expense increased by $1,019,856 due to the amortization of discount recognized in conjunction with notes payable and amendments to notes payables.  Loss on extinguishment of debt decreased by $104,759 due to the different non-recurring transactions recognized in FYE 2012 and 2011.

The Company’s net loss for the fiscal year ended March 31, 2012 was $3,651,410 or $1.07 per share (basic and diluted).

Liquidity and Capital Resources
 
Our liquidity is dependent, in the short term, on proceeds from newly issued debt and the sale of our common stock for cash. As discussed in Note 2 to the consolidated financial statements, the Company has accumulated losses since inception and has negative working capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
As of March 31, 2013, the Company had cash in non-restrictive accounts of $1,113 and negative working capital of $1,625,480.

Net cash used in operating activities was $501,344.   

Cash provided by financing activities totaled $738,423.

In May 2012, the Company completed a private placement of its common stock realizing net proceeds of approximately $500,000.  The Company anticipates the need to raise additional capital during the fiscal year ending March 31, 2014 in order to implement its drilling program and meets it overhead needs.

Off-balance sheet arrangements
 
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Bering Exploration, Inc. (a Nevada corporation) and its wholly owned subsidiaries, Secure Voice and Bering Operations, Inc. All significant inter-company accounts and transactions have been eliminated.

Oil and Natural Gas Properties

We account for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center on a country by country basis.  Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.

 
16

 
Costs associated with unevaluated properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization.  We evaluate unevaluated properties for impairment at least annually.

Capitalized costs included in the amortization base are depleted using either the units of production method based on proved reserves where the Company operates the well or the percentage depletion method when the Company does not operate the well.  Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values.

The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly.  Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects.  Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.
 
Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change.

Asset Retirement Obligation

We record the fair value of an asset retirement cost, and corresponding liability as part of the cost of the related long-lived asset and the cost is subsequently allocated to expense using a systematic and rational method. We record an asset retirement obligation to reflect our legal obligations related to future plugging and abandonment of our oil and natural gas wells and gas gathering systems. We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary. We evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), we will accordingly update its assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells and gas gathering systems as these obligations are incurred. As of March 31, 2013 and 2012, the Company has recorded an asset retirement obligations of $8,507 and $9,665, respectively, which represents the Company’s share of the cost to plug and abandon the two producing wells in which it owns an interest.

Use of Estimates
 
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payments made to employees and directors based on estimated fair values. Share-based payments awarded to non-employees are accounted for in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees.”
 
FASB ASC 718 requires companies to estimate the fair value of equity share option awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations.
 
Stock-based compensation expense recognized is based on the value of the portion of equity share option award that is ultimately expected to vest. The Company generally attributes the value of stock-based compensation to expense using the straight-line method.
 
The Company estimates fair value of equity share option awards using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718, “Compensation—Stock Compensation.” The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies. 
 
 
17

 
ITEM 7A.                       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to market risk. The term market risk relates to the risk of loss arising from adverse changes in oil, gas and NGL prices, interest rates, and adverse governmental actions. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. The forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
 
Commodity Risk
 
The Company’s revenues, earnings, cash flow, capital investments and, ultimately, future rate of growth are highly dependent on the prices we receive for our crude oil, natural gas and NGLs, which have historically been very volatile due to unpredictable events such as economic growth or retraction, weather and climate.  Our average monthly crude oil realizations averaged $106.59 per barrel and were as high as $119.87 per barrel and as low as $95.40 per barrel.  We did not recognize any revenues from natural gas during the fiscal years ended March 31, 2012.  We have gas sales in the year ended March 31, 2013.
 
None of our oil and gas production was subject to financial derivative hedges during the fiscal year ended March 31, 2013 and we do not currently have and financial derivative hedges in place.

Interest Rate Risk
 
On March 31, 2013 and 2012, the Company’s debt with fixed interest rates represented 100 percent of total debt. As a result, the Company does not currently have any interest rate risk.
 
Forward-Looking Statements and Risk
 
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on our examination of historical operating trends, the information that was used to prepare our estimate of proved reserves as of March 31, 2012, and other data in our possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, our assumptions about:
       
 
• 
the market prices of oil, natural gas, NGLs and other products or services;
 
       
 
• 
our commodity hedging arrangements;
 
       
 
• 
the supply and demand for oil, natural gas, NGLs and other products or services;
 
       
 
• 
production and reserve levels;
 
       
 
• 
drilling risks;
 
       
 
• 
economic and competitive conditions;
 
       
 
• 
the availability of capital resources;
 
       
 
• 
capital expenditure and other contractual obligations;
 
       
 
• 
currency exchange rates;
 
 
 
• 
weather conditions;
     
 
• 
inflation rates;
     
 
• 
the availability of goods and services;
 
 
18

 
 
 
• 
legislative or regulatory changes;
     
 
• 
terrorism;
     
 
• 
occurrence of property acquisitions or divestitures;
     
 
• 
the securities or capital markets and related risks such as general credit, liquidity, market and interest-rate risks; and
     
 
• 
other factors disclosed under Items 1 and 2 — Business and Properties — Estimated Proved Reserves and Future Net Cash Flows, Item 1A — Risk Factors, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A — Quantitative and Qualitative Disclosures About Market Risk and elsewhere in this Form 10-K.
 
All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

ITEM 8.
FINANCIAL STATEMENTS

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

   
Page
Report of Independent Registered Public Accounting Firm
 
F-1
Consolidated Balance Sheets as of March 31, 2013 and 2012
 
F-2
Consolidated Statements of Operations for the years ended March 31, 2013 and 2012
 
F-3
Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended March 31, 2013 and 2012
 
F-4
Consolidated Statements of Cash Flows for the years ended March 31, 2013 and 2012
 
F-5
Notes to Consolidated Financial Statements
  
F-6

 
 
 
 
 
 

 
 
19

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Bering Exploration, Inc. and Subsidiaries
Houston, Texas
 
We have audited the accompanying consolidated balance sheets of Bering Exploration, Inc. and Subsidiaries (collectively, the “Company”) as of March 31, 2013 and 2012 and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows for each of the years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bering Exploration, Inc. and Subsidiaries as of March 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
As discussed in Note 2 to the consolidated financial statements, the Company’s limited amounts of revenue, recurring losses from operations and negative working capital raise substantial doubt about the Company's ability to continue as a going concern.   The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ LBB and Associates, Ltd, LLP
Houston, Texas
 
July 11, 2013
 
 
 
 
 
 
F-1

 
 
ITEM 1.
FINANCIAL STATEMENTS
     
 
BERING EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
   
March 31,
 
 
 
2013
 
 
2012
 
ASSETS
 
 
 
 
 
 
Current assets:
 
   
 
 
   
 
Cash and cash equivalents
 
$
1,113
 
 
$
2,088
 
Certificate of deposit      25,000        50,000  
Accounts receivable, net
 
 
16,416
 
 
 
14,376
 
Prepaid insurance
   
3,850
     
-
 
Total current assets
 
 
46,379
 
 
 
66,464
 
Property and equipment, net
   
-
 
   
566
 
Oil and gas properties, net of accumulated depletion of $88,140 and $38,988, at March 31, 2013 and 2012, respectively, full cost method
               
Proved
   
400,444
     
342,407
 
Unproved assets
   
348,813
     
591,665
 
Total assets
 
$
795,636
 
 
$
1,001,102
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
Accounts payable
 
$
134,007
 
 
$
97,737
 
Accounts payable – related parties
   
52,808
     
96,873
 
Accrued liabilities
 
 
340,229
 
 
 
81,199
 
Note payable
 
 
5,820
 
 
 
-
 
Convertible note payable – related parties, net of discount of $108,370 and $0 at March 31, 2013 and 2012, respectively
   
121,130
     
40,700
 
Convertible notes payable
 
 
-
 
 
 
350,000
 
Derivative liability
   
1,017,865
     
-
 
Total current liabilities
 
 
1,671,859
 
 
 
666,509
 
Asset retirement obligation
   
8,507
     
9,665
 
Total liabilities
 
 
1,680,366
 
 
 
676,174
 
                 
Commitments
 
 
 
 
 
 
 
 
Shareholders’ equity (deficit)
 
 
 
 
 
 
 
 
Preferred stock, $0.001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2013 and 2012
   
-
     
-
 
Common stock, $0.001 par value; 500,000,000 shares authorized; 19,455,923 and 4,465,531 shares issued and outstanding as of March 31, 2013 and 2012, respectively
 
 
19,455
 
 
 
4,465
 
Additional paid-in capital
 
 
11,859,619
 
 
 
7,184,809
 
Accumulated deficit
 
 
(12,763,804
)
 
 
(6,864,346
)
Total Shareholders’ equity (deficit)
 
 
(884,730
)
 
 
324,928
 
Total Liabilities and shareholders’ equity (deficit)
 
$
795,636
 
 
$
1,001,102
 

           See accompanying notes to consolidated financial statements
 
 
F-2

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
   
For the Years Ended
March 31,
 
 
 
2013
 
 
2012
 
Oil and gas revenue
 
$
88,842
 
 
$
79,085
 
Total revenues
 
 
88,842
 
 
 
79,085
 
Operating costs and expenses:
               
Lease operating expenses
 
 
226,242
 
 
 
3,523
 
Compensation and related expenses
 
 
3,469,665
 
 
 
2,160,609
 
Office administration
 
 
81,704
 
 
 
56,457
 
Professional fees
 
 
298,018
 
 
 
204,127
 
Investor relations
 
 
3,940
 
 
 
140,138
 
Depreciation and amortization
 
 
62,858
 
 
 
40,063
 
Lease impairment expense
   
384,418
     
 
Other expenses
 
 
68,829
 
 
 
 
Total operating costs and expenses
 
 
4,595,674
 
 
 
2,604,917
 
Net loss from operations
 
 
(4,506,832
)
 
 
(2,525,832
)
                 
Other income (expense)
 
             
Interest expense
   
(1,082,760
)
   
(1,075,060
)
Loss on extinguishment of debt
   
     
(50,518
)
Change in derivative liability
   
(309,866
)
   
 
Total other income (expense)
   
(1,392,626
)
   
(1,125,578
)
Net loss
 
$
(5,899,458
)  
$
(3,651,410)
 
                 
Net loss per share:
               
Basic and diluted
 
$
(0.53
 
$
(1.07)
 
                 
Weighted average number of common shares outstanding, basic and diluted
 
 
11,185,410
 
 
 
3,421,147
 

 
See accompanying notes to consolidated financial statements

 
F-3

 
 
BERING EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

 
   
Common Stock
   
Additional
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balance at March 31, 2011
   
2,403,276
   
$
2,403
   
$
3,218,841
   
$
(3,212,936)
   
$
8,308
 
Issuance of common stock for services
   
211,500 
     
211 
     
384,687 
     
-
     
384,898
 
Issuance of options and warrants for services
   
-
     
-
     
1,775,711
     
-
     
1,775,711
 
Discount on convertible debt due to beneficial conversion feature
   
-
     
-
     
 716,684
     
-
     
 716,684
 
Conversion of notes payable and accrued interest
   
1,809,255
     
1,809
     
868,776
     
-
     
870,585
 
Exercise of stock options
   
 40,000
     
 40
     
 201,210
     
-
     
 201,250
 
Stock issued to settle accounts payable
   
1,500
     
2
     
18,900
     
-
     
18,902
 
Net loss
   
-
     
-
     
-
     
 (3,651,410
   
 (3,651,410
)
Balance at March 31, 2012
   
4,465,531
     
4,465
     
7,184,809
     
(6,864,346
)
   
324,928
 
Conversion of notes payable
   
7,155,646
     
 7,156
     
 579,903
     
-
     
 587,059
 
Issuance of common stock for services
   
975,000
     
975
     
382,014
     
-
     
382,989
 
Sales of common stock
   
 1,430,295
     
1,430
     
 499,173
     
-
     
500,603
 
Exercise of stock options
   
5,429,451
     
5,429
     
1,141,597
     
-
     
1,147,026
 
Issuance of stock options
   
-
     
-
     
1,630,253
     
-
     
1,630,253
 
Beneficial conversion feature on debt modification
   
-
     
-
     
441,870
     
-
     
441,870
 
Net loss
   
-
     
-
     
     
(5,899,458
)
   
(5,899,458
)
Balance at March 31, 2013
   
19,455,923
   
$
19,455
   
$
11,859,619
   
$
(12,763,804
)
 
$
(884,730
)




See accompanying notes to consolidated financial statements
 
 
F-4

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Years Ended March 31,
 
 
 
2013
 
 
2012
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 
$
(5,899,458
)
 
$
(3,651,410
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 
Depletion, depreciation and amortization
 
 
62,858
 
 
 
40,063
 
Amortization of debt discount
   
1,077,226
     
986,440
 
Share-based compensation
 
 
3,160,268
 
 
 
2,160,609
 
Lease impairment expense
   
384,419
     
-
 
Loss on extinguishment of debt
 
 
-
 
 
 
50,518
 
Change in derivative liability
   
309,866
     
-
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Accounts receivable
 
 
(2,040
)
 
 
(14,376
)
Prepaid insurance
   
(3,850
)
   
-
 
Accounts payable
   
36,270
     
50,366
 
Accounts payable – related parties
 
 
(10,565
)
 
 
58,926
 
Accrued liabilities
 
 
383,662
 
 
 
88,462
 
Net cash used in operating activities
 
 
(501,344
)
 
 
(230,402
)
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
Certificate of deposit      25,000        -  
Purchases of oil and gas properties
   
(413,054
)
   
(661,091
)
Proceeds from sale of investment in Ashland
   
150,000
     
-
 
Net cash used in investing activities
 
 
(238,054
)
 
 
(661,091
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
Proceeds from sale of common stock
 
 
500,603
 
 
 
-
 
Proceeds from notes payable – third parties
   
11,404
 
 
 
-
 
Repayment of note payable – third party
   
(5,584
)
   
-
 
Proceeds from short term debt – related parties
   
-
     
53,000
 
Repayment of short term debt – related parties
   
-
     
(45,000
)
Proceeds from convertible note payable – related party
   
304,500
 
 
 
-
 
Repayment of convertible note payable – related party
 
 
(72,500
)
 
 
(22,602
)
Proceeds from convertible notes
   
-
 
   
225,000
 
Proceeds from exercise of stock options
   
-
 
   
201,250
 
Net cash provided by financing activities
 
 
738,423
 
 
 
411,648
 
                 
Net change in cash
 
 
(975
)
 
 
(479,845
)
Cash - Beginning of Period
 
 
2,088
 
 
 
481,933
 
Cash - End of Period
 
$
1,113
 
 
$
2,088
 
                 
Supplemental Disclosures
 
 
 
 
 
 
 
 
Interest paid
 
$
 
 
$
20,689
 
Interest taxes paid
 
$
 
 
$
 
Non-cash investing and financing activities:
 
           
 
Conversion of notes payable and accrued interest to common stock
 
$
458,139
 
 
$
870,585
 
Conversion of notes payable and accrued interest to common stock - related party
 
$
128,920
   
$
 
Stock issued to settle accounts payable
 
$
 
 
$
18,902
 
Debt discount on convertible notes
 
$
441,870
   
$
716,684
 
Conversion of accounts payable and accrued expenses to convertible note payable
 
$
59,220
 
 
$
 
 
See accompanying notes to consolidated financial statements
 
F-5

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. 
Organization and Significant Accounting Policies

Organization and Nature of Business

Bering Exploration, Inc., (formerly China Development Group, Inc. (CDG), formerly, Oncolin Therapeutics, Inc. (Oncolin), formerly, Edgeline Holdings, Inc. (Edgeline), formerly, Dragon Gold Resources, Inc., (Dragon Gold)) (“We”, “Our” or the “Company”) was incorporated in the state of Nevada on December 13, 2000.

Effective May 9, 2007, Dragon Gold Resources, Inc. completed a reverse merger with Secure Voice Communications, Inc., a Texas corporation (“Secure Voice”).  As a result of the transaction, Secure Voice became a wholly-owned subsidiary of Dragon Gold when Dragon Gold agreed to issue an aggregate of 3,207,840,000 shares of its common stock (pre-reverse split) to the former shareholders of Secure Voice (in exchange for all the outstanding capital stock of Secure Voice), resulting in the former shareholders of Secure Voice owning approximately 98.5% of the issued and outstanding Dragon Gold common stock.  As the articles of incorporation only authorized the issuance of 500,000,000 shares of common stock, Dragon Gold issued 450,053,276 shares of common stock (pre-reverse split) and was obligated to issue an additional 2,757,786,724 shares of common stock (pre-reverse split).  At the annual shareholders’ meeting which was held on June 19, 2007, the shareholders approved an 80-for-1 reverse split that did not reduce the number of authorized shares of common stock.  Upon the approval of the 80-for-1 reverse split, Dragon Gold issued the balance of these shares which equated to 34,472,334 shares on a post-split basis.

On February 15, 2008, the Company amended its Articles of Incorporation to change the par value of the Company’s Common Stock from $0.08 to $0.001, to authorize 25,000,000 shares of blank-check preferred stock and to change the name of the Company from “Edgeline Holdings, Inc.” to “Oncolin Therapeutics, Inc.”  The accompanying consolidated financial statements and related notes give retroactive effect to the change in par value.

On May 18, 2010, the Company amended its Articles of Incorporation to change the name of the Company to “Oncolin Therapeutics, Inc.” from “China Development Group, Inc.” and implement a 20-for-1 reverse stock split of the issued and outstanding common stock. The accompanying consolidated financial statements and related notes give effect to the reverse stock split as of inception (May 9, 2007).

On July 31, 2010, the Company amended its Articles of Incorporation to change the name of the Company from “Oncolin Therapeutics, Inc.” to “Bering Exploration, Inc.”

On January 10, 2012, the shareholders of the Company voted to approve a resolution authorizing the Board of Directors of the Company to effect one or a series of reverse stock splits of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-12, with the exact ratio to be set within such a range at the discretion of the Board of Directors. On February 12, 2012, the Board of Directors approved a 1-for-10 reverse stock split.  The accompanying consolidated financial statements and related notes give effect to the reverse split as of its effective date (February 27, 2012).

The Company has two wholly-owned subsidiaries as follows:

· Secure Voice Communications, Inc. (Texas) – This subsidiary was incorporated in the State of Texas on May 9, 2007, with the initial primary focus being the development and readying for market a SIP (Session Initiation Protocol) based approach to defending voice traffic and voice packets against deliberate attacks such as DoS (Denial of Service) developing information.

· Bering Operations, Inc., formerly Bering Exploration (Texas), Inc., formerly, New Enersource, Inc. (“New Enersource”), (“Bering TX”) – This subsidiary was incorporated in the State of Texas on August 28, 2007, with the primary purpose to operate our oil and gas properties.  On August 20, 2011, New Enersource amended its Articles of Incorporation to change the name of New Enersource to Bering Exploration (Texas), Inc.  On May 23, 2012, Bering Exploration (Texas), Inc. amended its Articles of Incorporation to change the name of Bering Exploration (Texas), Inc. to Bering Operations, Inc.

Principles of Consolidation

The consolidated financial statements include the accounts of Bering Exploration, Inc. and its wholly owned subsidiaries, Secure Voice Communications, Inc. (Texas) and Bering Operations, Inc. All significant inter-company accounts and transactions have been eliminated.
 
 
F-6

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Oil and Natural Gas Properties

We account for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center on a country by country basis.  Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.

Costs associated with unevaluated properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization.  We evaluate unevaluated properties for impairment at least annually.

Capitalized costs included in the amortization base are depleted using either the units of production method based on proved reserves where the Company operates the well or the percentage depletion method when the Company does not operate the well.  Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values.

The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly.  Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects.  Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.
 
Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change. 

Asset Retirement Obligation

We record the fair value of an asset retirement cost, and corresponding liability as part of the cost of the related long-lived asset and the cost is subsequently allocated to expense using a systematic and rational method. We record an asset retirement obligation to reflect our legal obligations related to future plugging and abandonment of our oil and natural gas wells and gas gathering systems. We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary. We evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), we will accordingly update its assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells and gas gathering systems as these obligations are incurred.  As of March 31, 2013 and 2012, the Company has recorded asset retirement obligations of $8,507 and $9,665, respectively, which represents the Company’s share of the cost to plug and abandon the two producing wells in which it owns an interest.

Use of Estimates
 
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers all investments purchased with an original maturity of three months or less to be cash equivalents.
 
Cash is maintained in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash.
 
F-7

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Accounts Receivable
 
The Company’s accounts receivable primarily consist of trade receivables.  Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible.  The Company includes any accounts receivable balances that are determined to be uncollectible in its allowance for doubtful accounts.  The allowance for doubtful accounts as of March 31, 2013 and 2012 was $0. 

Property and Equipment
 
Property and equipment are recorded at cost and are depreciated using the straight line method over their estimated useful lives.  As of March 31, 2013, the property and equipment consisted of personal computers with depreciable lives of six years.

Long Lived Assets

The Company reviews long-lived assets whenever events or circumstances indicate that the carrying amounts of such assets may not be fully recoverable. The Company evaluates the recoverability of long-lived assets by measuring the carrying amounts of the assets against the estimated undiscounted cash flows associated with these assets. If this evaluation indicates that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the assets’ carrying value, the assets are adjusted to their fair values (based upon discounted cash flows).

Loss per Share
 
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share”, basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Under ASC 260, diluted loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.
 
Income Taxes

Income taxes are recorded in accordance with FASB ASC 740, “Income Taxes”. This statement requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

The Company has not filed tax returns for years ended 2007-2013. As of March 31, 2013, there is approximately $7,150,000 in accumulated losses for tax purposes. When the tax returns are completed, these losses will give rise to deferred tax assets, a significant portion of which are likely to be net operating loss carry forwards. Due to the May 30, 2007 reverse merger, these net operating loss deferred tax assets will be subject to limitations. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Because of these potential limitations and the Company’s history of losses, the Company has not recognized any deferred tax asset and has placed a full valuation allowance on such assets.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC 718, “Compensation--Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payments made to employees and directors based on estimated fair values. Share-based payments awarded to non-employees are accounted for in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees.”

FASB ASC 718 requires companies to estimate the fair value of equity share option awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations.
Stock-based compensation expense recognized is based on the value of the portion of equity share option award that is ultimately expected to vest. The Company generally attributes the value of stock-based compensation to expense using the straight-line method.
 
Derivative Instruments

In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company.
 
F-8

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The Company estimates fair value of equity share option awards using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies.

Fair Value of Financial Instruments

The fair values of cash, accounts receivable, accounts payable, accrued expenses, notes payable and convertible notes approximate their carrying values due to the short-term nature of these financial instruments.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flows.

Reclassifications

Certain reclassifications have been made to conform the prior period’s financial information to the current period’s presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit.

Note 2.
Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has not generated significant revenue since its inception and is unlikely to generate earnings in the immediate or foreseeable future.  The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.  As of March 31, 2013, the Company has accumulated losses of approximately $12,600,000 since inception and has negative working capital of approximately $1,625,000.  These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

Note 3.
Property and Equipment, net

Property and equipment consist of the following at March 31, 2013 and 2012, respectively:

   
2013
   
2012
 
Computers
 
$
5,145
   
$
5,145
 
Less: accumulated depreciation
   
(5,145)
     
(4,579)
 
   
$
   
$
566
 

 
 
F-9

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.
Oil and Gas Properties

All of the Company’s oil and gas properties are located in the United States.  The Company’s oil and gas properties consist of the following at March 31, 2013 and 2012:
Proved Properties
 
Acquisition Costs
   
Development Costs
   
Depletion / Impairment
   
Asset
Retirement
Costs
   
Total
 
Balance at March 31, 2011
  $ -     $ -     $ -     $ -     $ -  
Activity - April 1, 2011 to March 31, 2012
    -       371,730       (38,988 )     9,665       342,407  
Balance at March 31, 2012
    -       371,730       (38,988 )     9,665       342,407  
Activity - April 1, 2012 to March 31, 2013
    -       249,913       (190,718 )     (1,158 )     58,037  
Balance at March 31, 2013
  $ -     $ 621,643     $ (229,706 )   $ 8,507     $ 400,444  
 
Unproved Properties
 
Acquisition Costs
   
Development Costs
   
Impairment
of
Properties
   
Asset
Retirement
Costs
   
Total
 
Balance at March 31, 2011
  $ 302,304     $ -     $ -     $ -     $ 302,304  
Activity - April 1, 2011 to March 31, 2012
    289,361       -       -       -       289,361  
Balance at March 31, 2012
    591,665       -       -       -       591,665  
Activity - April 1, 2012 to March 31, 2013
    -       -       (242,852 )     -       (196,473 )
Balance at March 31, 2013
  $ 591,665     $ -     $ (242,852 )   $ -     $ 348,813  

In May 2012, the Company acquired the N. Edna Property for $200,000 in cash.  The N. Edna Property consists of one shut in well.

In October 2012, the Company sold its interest in the Ashland Project to an unrelated third party in exchange for $150,000.

In March 2013, the Company recorded an impairment of the full value of its Luling lease (unproved properties) for $242,852, and recorded an impairment of its proved properties in the amount of $141,566.

The Company has allocated the costs of its oil and gas properties acquired in 2012 based on its estimate of relative values of the proved and unproved portions of its leaseholds, and costs associated with these properties. The properties presently classified as unproved will be evaluated in the future. The purchase price is subject to reallocation as management moves forward with its evaluation of the unproved property.

Note 5.
Accounts Payable – Related Parties
 
Certain officers, directors and consultants, who are also shareholders of the Company, have paid for goods and services, or incurred expenses, for the benefit of the Company.  As of March 31, 2013 and 2012, the amounts owed to these related parties were $52,808 and $96,873, respectively.
 
 
F-10

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6.
Debt

Debt as of March 31, 2013 and 2012 consists of the following:

   
March 31,
 
Description
 
2013
   
2012
 
Notes payable
           
In June 2012, the Company financed the unpaid balance of a general liability insurance policy in the amount of $11,404 with a premium finance company.  The financing agreement bears annual interest at 8% and is due in April 2013 and calls for monthly principal and interest payments of $1,193.
 
$
5,820
   
 $
-
 

Convertible note payable – related party
               
On September 30, 2008, the Company entered into a note agreement with J. Leonard Ivins, an Officer of the Company, in the principal amount of $63,302 at an annual interest rate of 10%.  The note was executed in exchange for the cancellation of Mr. Ivins’ employment agreement and all outstanding amounts due to him as of September 30, 2008.  In April 2010, the note was amended and is convertible into the Company’s common stock at the rate of $0.05 per share.  During the year ended December 31, 2013, the Company made a $12,500 cash payment on this note and increased the note balance by $25,720 in connection with compensation due to Mr. Ivins. The note is due upon demand.  In February 2013, Mr. Ivins converted the remaining principal amount of  $53,920 and accrued interest of $25,130 into 1,581,000 common shares.
 
 $
-
   
 $
40,700
 
In August 2012, the Company entered into a convertible note agreement with Jinsun, LLC, in the principal amount of $247,500 at an annual interest rate of 10%.  The note is due August 31, 2013.  The note is convertible into the Company’s common stock at the lesser of (i) 50% of the average of the lowest three (3) closing bid prices for the Company’s common stock during the ten (10) trading days prior to the Conversion Date or (ii) $0.05 per share.  The Company recorded a discount of $247,500 related to the derivative liability at inception.  The company recorded amortization of $153,059 and payments of $40,000 related to the discount from inception of the loan through March 31, 2013.  The convertible debt was determined to include an embedded derivative liability. The derivative liability is the conversion feature. At the date of issuance of the convertible debt, the embedded derivative liability was measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the income statement. The Company recorded a derivative liability of $707,999 at inception and a net change in fair value of derivatives of $309,866 for the year ended March 31, 2013. The derivative liability was $1,017,865 as of March 31, 2013.
   
207,500
     
-
 
In December 2012, the Company entered into a convertible note agreement with Jinsun, LLC, in the principal amount of $20,000 at an annual interest rate of 10%.  The note is convertible at $0.05 per share and is due August 31, 2013.  The Company recorded a discount related to the beneficial conversion feature of the note of $20,000.
   
20,000
     
-
 
In January 2013, the Company entered into a convertible note agreement with Jinsun, LLC, in the principal amount of $2,000 at an annual interest rate of 10%.  The note is convertible at $0.05 per share and is due August 31, 2013.  The Company recorded a discount related to the beneficial conversion feature of the note of $2,000.
   
2,000
     
-
 
Less:  discounts
   
(269,500
)
   
-
 
Add:  Amortization of discounts
   
161,130
     
-
 
Total convertible notes payable – related party, net of discounts - Jinsun
   
121,130
     
-
 
Total convertible notes payable – related party, net of discount
 
$
121,130
   
$
40,700
 
 
 
F-11

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   
March 31,
 
Description
  2013      2012  
Convertible notes, net of discount
               
On February 28, 2011, the Company entered into a series of convertible note agreements (the 2011 Convertible Notes) at an annual interest rate of 12% that were convertible into the Company’s common stock at the rate of $0.50 per share.  In May 2012, certain notes issued to third parties totaling $350,000, were modified to reduce the conversion price to $0.09 per common share.  This modification resulted in a beneficial conversion feature (BCF) on the notes amounting to $350,000.  These notes were subsequently assigned to unrelated third parties.  In connection with the assignment, the Company agreed to pay additional consideration of $35,027 to the assignors.  The BCF was recorded as a debt discount and amortized over the term of the notes. In May 2012, notes with a principal balance of $284,359, additional consideration of $35,027, and accrued interest totaling $65,496 were converted to equity and the Company issued 4,206,575 common shares.  In January 2013, $37,691 in principal and $4,225 in interest was converted into 465,732 common shares.  In March 2013, $27,950 in principal and $3,391 in interest was converted into 348,234 common shares.
 
$
-
   
$
350,000
 
 
The Company evaluated the 2011 Convertible Notes as well as the related party convertible note under ASC 470-20, “Debt with Conversion and Other Options”, and determined that the 2011 Convertible Notes contained a beneficial conversion feature with an intrinsic value of $350,000.  This amount was recorded as a discount to the note and is amortized over the term of the notes using the effective interest method.  Amortization expense of $320,274 and $29,726 was recorded in the years ended March 31, 2012 and 2011, respectively.  The Company also analyzed all of the convertible notes for derivative accounting consideration and determined that derivative accounting does not apply to these instruments.

Note 7.
Common Stock

Year Ended March 31, 2012

During the year ended March 31, 2012, the Company issued 211,500 shares of its common stock to various consultants for consulting services which vested immediately on the date of grant.  The Company recognized stock-based compensation expense equivalent to the fair market values of these shares (ranging from $0.13 to $1.26 per share) on the respective dates of grant aggregating $384,898.  The Company also issued 30,000 common shares to two consultants in lieu of 15,000 warrants previously issued.  No incremental stock compensation expense was required to be recognized on this exchange.

During September and October 2011, per the respective note holder’s instructions, certain convertible notes payable and related interest totaling $870,585 were converted to 1,809,255 shares of common stock.  The conversion rates ranged from $0.03 to $0.40 per share.

During the year ended March 31, 2012, the Company issued 40,000 shares from the exercise of options for total cash consideration of $201,250.

During April 2011, the Company issued 1,500 shares of its common stock to a law firm as settlement for past due accounts payable balance of $18,902. 

On January 10, 2012, the shareholders of the Company voted to approve a resolution authorizing the Board of Directors of the Company to effect one or a series of reverse stock splits of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-12, with the exact ratio to be set within such a range at the discretion of the Board of Directors.  On February 12, 2012, the Board of Directors approved a 1-for-10 reverse stock split, which became effective on February 27, 2012.  All per share amounts in these consolidated financial statements and notes thereto have been adjusted to reflect the reverse stock split.

Year Ended March 31, 2013

During the year ended, the Company issued 4,760,680 common shares upon the conversion of $434,752 in convertible debt and related interest.  The convertible debt was converted at the term, thus no gain or loss was recorded at conversion.

 
F-12

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
During the year ended, the Company issued 1,430,295 common shares for cash proceeds of $500,603.

In July 2012, the Company issued 500,000 shares of its common stock to the Company’s operations manager. The fair market value of the shares on the date of issuance was $180,000.

In December 2012, the Company issued a total of 200,000 shares of its common stock to two outside consultants (100,000 each). The total fair market value of the shares on the date of issuance was $96,000.

In January 2013, the Company issued a total of 25,000 shares of its common stock to its outside counsel for legal services.  The fair market value of the shares on the date of issuance was $7,750.

In January 2013, the Company issued a total of 465,732 shares of its common stock upon the conversion of convertible notes payable with a principal value of $37,691 and accrued interest on the date of conversion of $4,225.

In January 2013, the Company issued a total of 250,000 shares of its common stock to an outside consultant as compensation for services rendered.  The total fair market value of the shares on the date of issuance was $69,000.

In February 2013, the Company issued a total of 1,249,999 shares of its common stock to the chief executive of the company upon the exercise of a stock option.
 
In February 2013, the Company issued a total of 165,517 shares of its common stock to the chief financial officer upon the exercise of a stock option.
 
In January 2013, the Company issued a total of 1,581,000 shares of its common stock upon the conversion of convertible notes payable with a principal value of $53,920 and accrued interest on the date of conversion of $25,130.

In February 2013, the Company issued a total of 2,123,000 shares of its common stock to the chief executive of the company upon the settlement of accrued compensation.  The total fair market value of the shares on the date of issuance was $193,000.

In February 2013, the Company issued a total of 1,890,935 shares of its common stock to the chief financial officer in settlement for services.  The total fair market value of the shares on the date of issuance was $133,027.

In March 2013, the Company issued a total of 348,234 shares of its common stock upon the conversion of convertible notes payable with a principal value of $27,950 and accrued interest on the date of conversion of $3,391.

Note 8.
Stock Options and Warrants

Stock Option Plans

On May 18, 2010, the Company’s shareholders adopted the 2010 Stock Option Plan (the “2010 Plan”), which allows for the issuance of up to 225,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success.

On January 10, 2012, the Company’s shareholders adopted the 2011 Stock Option Plan (the “2011 Plan”), which allows for the issuance of up to 800,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success.

On February 28, 2013, the Company’s shareholders adopted the 2013 Stock Option Plan (the “2013 Plan”), which allows for the issuance of up to 4,000,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success.

Year Ended March 31, 2012

In April and May 2011, the Company granted 30,000 stock options for consulting services at exercise prices ranging from $6.50 to $8.00.  These options have a term of two years and vested immediately.  The options have a fair value of $188,890 which was recorded immediately to expense and was calculated using the Black-Scholes option-pricing model.  Variables used in the valuation include (1) discount rates ranging from 0.56% to 0.65%, (2) expected life of two years, (3) expected volatility of 135% and (4) zero expected dividends.
 
 
F-13

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
In April and May 2011, the Company repriced 30,000 options that were previously issued to reduce the exercise prices ranging from $0.60 to $1.16.  The options were remeasured at the date of modification and an incremental stock-based compensation expense of $34,969 was recognized.
 
In February 2011, the Company entered into an agreement with a consultant.  As part of the agreement, the Company issued 46,000 stock warrants representing 50% of a quarterly retainer to vest over three years.  The warrants are exercisable at $7.50 per share, have a term of five years and vest beginning May 1, 2011.  The warrants have a fair value of $333,966 which was calculated using the Black-Scholes option pricing model.  Variables used in the valuation include (1) discount rate of 1.97%, (2) expected life of five years, (3) expected volatility of 152.9% and (4) zero expected dividends.  Stock-based compensation expense recognized for these warrants amounted to $111,113 for the year ended March 31, 2012 and the unamortized expense as of March 31, 2012 amounted to $222,853.
 
In November 2011, the Company issued to the VP of Operations an option to purchase 500,000 shares of its common stock at $0.10 per share. The option has a term of five years and vested immediately. The option has a fair value of $47,411 and was calculated using the Black-Scholes option-pricing model.  Variables used in the valuation include (1) discount rates of 2.21% (2) expected life of 5 years, (3) expected volatility of 171.82% and (4) zero expected dividends.

In December 2011, the Company issued a warrant to purchase 500,000 shares of its common stock at $0.10 per share to the President of the Company. The warrant has a term of five years and vested immediately. The warrant has a fair value of $440,739 which was recorded immediately to expense and was calculated using the Black-Scholes option-pricing model.  Variables used in the valuation include (1) discount rates of 0.31% (2) expected life of 2.5 years, (3) expected volatility of 166.75% and (4) zero expected dividends.  In May 2012, the warrant was cancelled effective December 2011 and replaced with an option to purchase 1,300,000 shares of the Company’s common stock at $0.10 per share, effective as of December 2011.  The option has a term of five years and vested immediately.  The option has a fair value of $123,267 which was recorded immediately to expense and was calculated using the Black-Scholes option-pricing model.  Variables used in the valuation include (1) discount rates of 2.21% (2) expected life of 5 years, (3) expected volatility of 171.82% and (4) zero expected dividends.

Year Ended March 31, 2013

In July 2012, an investment banking firm informed the Company that it would not meet the performance conditions of its option agreement.  Accordingly, the option expired without being exercised.
 
In May 2012, the Company issued a stock option to the Chairman of the Board to purchase 500,000 shares of the Company’s common stock at a price of $0.10 per share, vesting immediately, with a five year term. The fair market value of the option on the date of grant was $99,270.  In August 2012, the stock option was cancelled and a new option was issued to the Chairman of the Board to purchase 1,300,000 shares of the Company’s stock at a price of $0.10 per share, vesting immediately, with a five year term.  The fair market value of the option was $649,846 on the date of grant.

In May 2012, the Company issued a stock option to the Chief Financial Officer to purchase 200,000 shares of the Company’s common stock at a price of $0.10 per share, vesting as follows: 100,000 shares vest immediately and 100,000 shares vest on January 1, 2013, with a five year term. The fair market value of the option on the date of grant was $39,708 and will be recognized over the term of the vesting period.  In August 2012, the stock option was cancelled and a new option was issued to the Chief Financial Officer to purchase 300,000 shares of the Company’s stock at a price of $0.10 per share, vesting as follows: 200,000 shares vest immediately and 100,000 shares vest on January 1, 2013, with a five year term.  The fair market value of the option was $149,965 on the date of grant.

 
F-14

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
In August 2012, the Company issued a stock option to its operations manager to purchase 900,000 shares of the Company’s common stock at a price of $0.10 per share, vesting as follows, 50% vested immediately and 50% vests on January 1, 2013, with a five year term.  The fair market value of the option was $449,896 on the date of grant.  The Company expensed $449,896 related to these options during the year ended March 31, 2013.

In January 2013, the Company issued a stock option to the Chief Financial Officer to purchase 700,000 shares of the Company’s common stock at a price of $0.10 per share, vesting on March 1, 2013, with a five year term.  The fair market value of the option was $294,000 on the date of grant, and the Company expensed that amount related to these options in the year ended March 31, 2013.

The following table summarizes stock options issued and outstanding:
 
  
Options
  
  
Weighted
average
exercise
price
  
  
Aggregate
intrinsic
value
  
  
Weighted
average
remaining
contractual
life (years)
  
Outstanding at March 31, 2011
   
10,000
   
$
13.60
   
$
150
     
2.00
 
Granted
   
2,330,000
     
0.14
     
265,378
     
1.70
 
Exercised
   
(40,000
)
   
5.64
     
162,497
     
0.71
 
Forfeited or cancelled
   
-
     
-
     
-
     
-
 
Expired
   
-
     
-
     
-
     
-
 
Outstanding at March 31, 2012
   
2,300,000
     
0.10
     
218,088
     
4.00
 
Granted
   
3,900,000
     
0.10
     
1,682,688
     
4.34
 
Exercised
   
(1,600,000
   
0.10
     
799,814
     
2.91
 
Forfeited or cancelled
   
(3,900,000
   
0.10
     
806,962
     
4.91
 
Expired
   
-
     
-
     
-
     
-
 
Outstanding at March 31, 2013
   
700,000
   
$
0.10
   
$
294,000
     
4.79
 

The following table summarizes warrants issued and outstanding:
 
  
Warrants
  
  
Weighted
average
exercise
price
  
  
Aggregate
intrinsic
value
  
  
Weighted
average
remaining
contractual
life (years)
  
Outstanding at March 31, 2011
   
15,000
   
$
5.00
   
$
106,500
     
4.98
 
Granted
   
546,000
     
1.55
     
774,705
     
4.42
 
Exercised
   
-
     
-
     
-
     
-
 
Forfeited or cancelled
   
(515,000
)
   
1.12
     
(547,239
   
2.23
 
Expired
   
-
     
-
     
-
     
-
 
Outstanding at March 31, 2012
   
46,000
     
7.50
     
333,966
     
4.10
 
Granted
   
-
     
-
     
-
     
-
 
Exercised
   
-
     
-
     
-
     
-
 
Forfeited or cancelled
   
-
     
-
     
-
     
-
 
Expired
   
-
     
-
     
-
     
-
 
Outstanding at March 31, 2013
   
46,000
   
$
7.50
   
$
333,966
     
3.10
 
 

 
 
F-15

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9.
Income Taxes

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.  During the years ended March 31, 2013 and 2012, the Company incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $7.1 million and $4.5 million at March 31, 2013 and 2012, respectively, and will expire beginning in 2028.

The Company is subject to United States income taxes at a rate of 34%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Company’s income tax expense as reported is as follows:

   
2013
   
2012
 
Income tax recovery at statutory rate
 
$
890,000
   
$
510,000
 
Valuation allowance change
   
(890,000
)
   
(510,000
)
Provision for income taxes
 
$
-
   
$
-
 

At March 31, 2013 and 2012 deferred tax assets consisted of the following:
   
2013
   
2012
 
Net operating losses
 
$
2,420,000
   
$
1,530,000
 
Less: valuation allowance
   
(2,420,000
)
   
(1,530,000
)
Net deferred tax asset
 
$
-
   
$
-
 

Note 10.
Commitments and contingencies

On February 7, 2011, the Company signed a three year exclusive Exploration Agreement (the “Glaux Agreement”) with Glaux Oil & Gas, LLC (“Glaux”) for the development of numerous leads and prospects in approximately 500,000 gross acres in West Texas.  Glaux has identified approximately 25 leads and prospects in the area and will work exclusively with the Company to develop these prospects using Glaux’s access to exploratory leads that were identified using a proprietary aeromagnetic survey and other advanced oil finding technologies such as telluric and seismic.  Subject to the terms of the Glaux Agreement, once each of these prospects is developed, the Company will be able to choose whether or not to lease the mineral rights and proceed to the drilling of the prospect. In conjunction with the Glaux Agreement, the Company will issue to Glaux a warrant to purchase 46,000 (post reverse-split) shares of common stock of the Company at $7.50 per share (post reverse-split), vesting quarterly beginning May 8, 2011, and representing 50% of the quarterly retainer due to Glaux.  The term of the warrant is 5 years.  In July 2011, the Company cancelled the Glaux Agreement.

In May 2011, the Company entered into a lease agreement with an officer of the Company to rent office space.  The Company pays $1,200 per month on a month to month basis.  During the years ended March 31, 2013 and 2012, the Company incurred $13,200 and $13,200, respectively, in rent under this agreement.
 
On January 1, 2012, the Company entered into an employment agreement (“CEO Agreement”) with the chief executive officer of the Company.  The term of the CEO Agreement is from January 1, 2012 through December 31, 2013 and calls for the CEO to receive a monthly base salary of $13,000.  In February 2013, the CEO Agreement was amended to allow for the payment of compensation and reimbursable expenses of the CEO in the form of the common stock of the Company at a rate of 11 shares of common stock for every dollar of unpaid compensation and reimbursed expenses due to the CEO.

From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of these lawsuits and investigations.
 
 
F-16

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11.
Subsequent Events

Employment agreement

In April 2013, the Company entered into an amended employment agreement with the chief executive officer.

Changes in Board of Directors

In April 2013, the Company announced that Steven Plumb, currently its Chief Financial Officer and Secretary was appointed to its Board of Directors and to serve as its President and Chief Operating Officer.
Common stock

In April 2013, the Company issued 305,000 shares of its common stock to the chief executive officer in exchange for all amounts due him under his employment agreement.

In April 2013, the Company canceled a stock option agreement with the chief financial officer and issued a new option agreement for 700,000 shares.

In April 2013, the Company issued a total of 395,652 shares of its common stock to the chief financial officer.  The total fair market value of the shares on the date of issuance was $91,000.

In April 2013, the Company issued a total of 300,000 shares of its common stock to an outside consultant.  The total fair market value of the shares on the date of issuance was $69,000.
 
On June 30, 2013, the Company issued 900,000 and 1,200,000 shares of Company common stock to the chief executive officer and the chief financial officer, respectively, as bonuses.  The stock was issued under the Company’s 2013 Stock Option Plan.  The fair market value of the stock on the date of grant was $171,000 and $228,000, respectively.

Letter of Intent

In June 2013, the Company entered into a letter of intent (LOI) for an 80% Working Interest in the Helen Gohlke Prospect ("Prospect") with Reco Oil, Inc. ("Reco").  Reco will be named as operator of all wells to be drilled upon the Prospect.  In addition, Reco will pay 80% of all drilling, logging, evaluation and associated costs in an initial well to be drilled at a location of Reco's choice upon the Oil, Gas & Mineral Leases, which the Prospect.  The LOI must be acted upon by August 16, 2013.  If the LOI is not executed by all parties by that date it becomes null and void, unless both parties agree, in writing, otherwise.

Note 12.
Supplemental Oil and Gas Disclosures (Unaudited)

Oil and Gas Operations
 
 
The following table sets forth revenue and direct cost information relating to the Company’s oil and gas exploration and production activities. Bering has no long-term agreements to purchase oil or gas production from foreign governments or authorities.

     
Year ended March 31,
 
     
2013
     
2012
 
Oil and gas production revenues, gross
 
$
76,741
   
$
86,303
 
Operating costs:
               
  Depletion
   
63,450
     
38,988
 
  Asset retirement obligation accretion
   
1,788
     
909
 
  Lease operating expenses
   
226,242
     
3,523
 
  Production taxes
   
4,258
     
7,218
 
  Income tax (1)
   
(74,459
)
   
12,126
 
  Total operating costs
   
221,279
     
62,764
 
Results of operations
 
$
(144,538
)
 
$
23,539
 
                 
Amortization rate per boe
 
$
7.02
   
$
52.08
 
 
(1)
This amount only reflects income taxes directly related to oil and gas producing properties.  The Company has a net operating loss carryforward sufficient to offset any actual income taxes and accordingly does not agree with the amount of income taxes disclosed in Note 9 – Income Taxes.
 
 
F-17

 
BERING EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
Costs Incurred in Oil and Gas Property Acquisitions, Exploration, and Development Activities

   
March 31,
 
   
2013
   
2012
 
Acquisitions:
               
  Proved
 
$
200,815
   
$
-
 
  Unproved
   
268,072
     
311,696
 
Exploration
   
235,236
     
92,730
 
Development
   
260,393
     
266,330
 
Cost incurred
 
$
964,516
   
$
670,756
 
                 
Includes capitalized asset retirement costs as follows:
               
Asset retirement costs
 
$
8,507
   
$
9,995
 

Capitalized Costs

The following table sets forth the total capitalized costs and associated accumulated depreciation, depletion and amortization, including impairments, relating to the Company’s oil and gas production, exploration and development activities:

   
March 31,
 
   
2013
   
2012
 
Proved properties
 
$
488,584
   
$
381,395
 
Unproved properties
   
365,192
     
591,665
 
     
883,776
     
973,060
 
Accumulated D&A
   
(140,519
)
   
(38,988
)
Cost incurred
 
$
749,257
   
$
934,072
 

Costs Not Being Amortized
 
The following table sets forth a summary of oil and gas property costs not being amortized at March 31, 2013, by the year in which such costs were incurred. There are no individually significant properties or significant development projects included in costs not being amortized. The majority of the evaluation activities are expected to be completed within two to three years.

   
March 31,
 
   
2013
   
2012
 
Property acquisition costs
 
$
395,192
   
$
591,665