-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JDWWkErYnH9T4Kq/5iJb3gKpeqIYTsbTxcEA4Cbs9uYHV4eC2BWECLNImKtRJ5eb RJbvgBVGOM58Nj2BiSY8Eg== 0001144204-07-059486.txt : 20071109 0001144204-07-059486.hdr.sgml : 20071109 20071108205140 ACCESSION NUMBER: 0001144204-07-059486 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSAGE EXPLORATION & DEVELOPMENT INC CENTRAL INDEX KEY: 0001405686 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 260421736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-52718 FILM NUMBER: 071227838 BUSINESS ADDRESS: STREET 1: 888 PROSPECT STREET STREET 2: SUITE 210 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858 729 0222 MAIL ADDRESS: STREET 1: 888 PROSPECT STREET STREET 2: SUITE 210 CITY: LA JOLLA STATE: CA ZIP: 92037 10QSB 1 v093048_10qsb.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _____ to _____
 
OSAGE EXPLORTION AND DEVELOPMENT, INC.
(Exact name of small business issuer as specified in its charger)

Delaware
0-52718
26-0421736
(State or other jurisdiction
of incorporation or
organization)
(Commission File No.)
(I.R.S. Employer
Identification No.)

888 Prospect Street, Suite 210
La Jolla, CA 92037
(Address of principal executive offices)
 
(858) 551-0194
(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 month (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 is a shell company (as defined in section 12b-2 of the Exchange Act)
Yes o         No x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Common Stock, par value $0.0001
(Class)
 
33,359,775
(Outstanding at November 7, 2007)
 
 
i

 
 
OSAGE EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY

TABLE OF CONTENTS

 
    Page
PART I - FINANCIAL INFORMATION
     
Item 1.
Financial Statements (unaudited)
 
 
Consolidated Balance Sheets; September 30, 2007 and December 31, 2006
1
 
Consolidated Statements of Operations; Three and Nine Months ended
 
 
September 30, 2007 and September 30, 2006
2
 
Consolidated Statements of Cash Flows; Nine Months ended September 30, 2007
 
 
and September 30, 2006
3
 
Notes to Consolidated Financial Statements
4
     
Item 2.
Management’s Discussion and Analysis or Plan of Operations
9
     
Item 3.
Controls and Procedures
13
     
PART II - OTHER INFORMATION
     
Item 1.
Legal Proceedings
14
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
14
     
Item 3
Default upon Senior Securities
14
     
Item 4
Submission of Matters to a Vote of Security Holders
14
     
Item 5
Other Information
14
     
Item 6
Exhibits
14
     
Signatures
15

 
ii

 

PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements
 
OSAGE EXPLORATION AND DEVELOPMENT, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2006 and September 30, 2007

   
December 31,
 
September 30,
 
   
2006
 
2007
 
       
(Unaudited)
 
ASSETS
             
               
Current Assets:
             
Cash and cash equivalents
 
$
-
 
$
902,431
 
Prepaid Expenses
         
89,176
 
Accounts Receivable
   
14,399
   
19,608
 
Deferred Financing Costs
         
44,933
 
Total Current Assets
   
14,399
   
1,056,148
 
               
Property and Equipment, at cost (Note 2):
             
Oil and gas properties and equipment
   
103,177
   
155,521
 
Capitalized asset retirement costs
   
13,675
   
13,675
 
Other property & equipment
   
-
   
17,717
 
Less: accumulated depletion, depreciation
   
116,852
   
186,913
 
and amortization
   
(2,795
)
 
(8,242
)
     
114,057
   
178,671
 
               
Bank CD pledged for Bond
   
30,000
   
30,000
 
Bank CD pledged for Letter of Credit (Note 6)
         
145,226
 
Colombian Deposits (Note 4)
         
1,116,791
 
Deposits (Note 5)
   
82,000
   
82,000
 
               
Total Assets
 
$
240,456
 
$
2,608,836
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
               
Current Liabilities:
             
Accounts payable
 
$
22,534
 
$
16,739
 
Bank overdraft
   
4,138
   
-
 
Accrued expenses
   
20,307
       
Current Maturity of Promissory Note (Note 10)
   
-
   
3,412
 
Convertible Debt, net of $185,976 and $871,925 of
             
unamortized discount (Note 7 and 9)
   
67,836
   
228,075
 
Total Current Liabilities
   
114,815
   
248,226
 
               
Promissory Note, net of Current Maturity (Note 10)
         
8,547
 
Liability for Asset Retirement Obligations (Note 14)
   
15,043
   
16,171
 
               
Commitments and Contingencies (Note 11)
             
               
Stockholders' Equity:
             
Common stock, $0.0001 par value, 190,000,000 shares
             
authorized; 29,484,858 and 33,359,775 shares
   
2,948
   
3,335
 
issued and outstanding as of December 31, 2006
             
and September 30, 2007, respectively.
             
               
Additional-Paid-in-Capital
   
1,226,691
   
4,489,028
 
Stock Purchase Notes Receivable
   
(470,875
)
 
(470,625
)
Accumulated Deficit
   
(648,166
)
 
(1,654,051
)
Accumulated Other Comprehensive Loss -
             
Currency Translation Loss
         
(31,795
)
     
110,598
   
2,335,892
 
               
Total Liabilities and Stockholders' Equity
 
$
240,456
 
$
2,608,836
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
1

 
 
OSAGE EXPLORATION AND DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended
September 30, 2007 and September 30, 2006

   
Nine Months Ended September 30,
 
Three Months Ended September 30,
 
 
 
2007
 
2006
 
2007
 
2006
 
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
Operating Revenues
                         
Oil & Gas Sales
 
$
225,238
 
$
72,187
 
$
62,538
 
$
24,815
 
Total Operating Revenues
   
225,238
   
72,187
   
62,538
   
24,815
 
                           
Operating Costs and Expenses
                         
Operating Expenses
   
73,358
   
67,897
   
22,529
   
30,072
 
Depreciation, Depletion and Accretion
   
5,447
   
1,186
   
2,178
   
401
 
General and Administrative
   
401,748
   
391,081
   
143,546
   
101,334
 
Total Operating Costs and Expenses
   
480,553
   
460,164
   
168,253
   
131,807
 
                           
Operating (Loss)
   
(255,315
)
 
(387,977
)
 
(105,715
)
 
(106,992
)
                           
Other Income (Expenses):
                         
Interest Income
   
46,702
   
1,498
   
42,233
   
385
 
Interest Expense
   
(797,272
)
 
(51,886
)
 
(276,431
)
 
(25,446
)
Other
                         
(Loss) before Income Taxes
   
(1,005,885
)
 
(438,365
)
 
(339,913
)
 
(132,053
)
                           
Provision for Income Taxes
   
-
   
-
   
-
   
-
 
                           
Net (Loss)
 
$
(1,005,885
)
$
(438,365
)
$
(339,913
)
$
(132,053
)
                           
Other Comprehensive Income, net of tax:
                         
Foreign Currency Translation Adjustment
   
(31,795
)
       
(31,795
)
     
Other Comprehensive Income
   
(31,795
)
 
0
   
(31,795
)
 
0
 
                           
Comprehensive (Loss)
 
$
(1,037,680
)
$
(438,365
)
$
(371,708
)
$
(132,053
)
                           
Basic and Diluted Loss per Share
 
$
(0.03
)
$
(0.01
)
$
(0.01
)
$
(0.00
)
                           
Weighted average number of common share
                         
and common share equivalents used to
                         
compute basic and dilluted Loss per Share
   
29,454,478
   
32,986,677
   
31,240,867
   
29,207,174
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
2

 
 
OSAGE EXPLORATION AND DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Month Ended
September 30, 2007 and September 30, 2006

   
Nine Months Ended September 30,
 
   
2007
 
2006
 
   
(Unaudited)
 
(Unaudited)
 
           
Cash flows from Operating Activities:
             
Net (Loss)
 
$
(1,005,885
)
$
(438,365
)
Adjustments to reconcile net (loss) to net cash
             
used by operating activites:
             
Beneficial Conversion of Convertible Debenture
   
365,032
   
22,775
 
Increase in Accrued Interest
   
(20,307
)
 
11,997
 
Accretion of shares issued with Secured Convertible Debenture
   
250,000
       
Accretion of Warrants issued with Convertible Debenture
   
111,481
   
16,088
 
Accretion of Asset Retirment Obligation
   
1,128
   
1,026
 
Amortization of Deferred Financing Cost
   
10,067
       
Issuance of shares for Accrued Interest
   
58,700
       
Provision for depletion, depreciation and amortization
   
5,447
   
1,186
 
Changes in operating assets and liabitlies:
             
(Increase) in accounts receivable
   
(5,209
)
 
(359
)
(Increase) in prepaid expenses
   
(89,176
)
     
Increase/(Decrease) in bank overdraft
   
(4,138
)
     
Increase/(decrease) in accounts payable and accrued expenses
   
(5,795
)
 
(36,088
)
Net cash used by operating activities
   
(328,655
)
 
(421,740
)
               
Cash flows from Investing Activities:
             
Deposits made on Oil & Gas Properties
         
(82,000
)
Bank CD pledged for Letter of Credit
   
(144,000
)
     
Interest earned on Bank CD pledged for Letter of Credit
   
(1,226
)
     
Payments for purchase of Oil & Gas Lease
         
(14,000
)
Increase in Colombian Deposits
   
(1,116,791
)
     
Investments made on Colombian Oil & Gas Properties
   
(52,344
)
     
Capital expenditures
   
(17,717
)
     
Net cash used in investing activities
   
(1,332,078
)
 
(96,000
)
               
Cash flows from Financing Activities:
             
Proceeds from issuance of Stock and Warrant Units
   
860,250
       
Proceeds from issuance of Common Stock
   
427,500
       
Proceeds from issuance of Secured Convertible Debenture
   
250,000
       
Proceeds from issuance of Unsecured Convertible Promissory Note
   
1,100,000
       
Payment of Debt Offering Costs
   
(55,000
)
     
Proceeds from issuance of Convertible Debentures
         
349,000
 
Proceeds from sale of LLC interests
         
130,000
 
Payments made on behalf of Company
         
18,399
 
Proceeds from payment on Stock Purchase Notes Receivable
   
250
       
Proceeds from issuance of Promissory Note
   
13,046
       
Payments on Promissory Note
   
(1,087
)
     
Net cash provided by financing activities
   
2,594,959
   
497,399
 
               
Effect of exchange rate on cash and cash equivalents
   
(31,795
)
     
               
Net increase (decrease) in cash and cash equivalents
   
902,431
   
(20,341
)
               
Cash and Cash equivalents beginning of the period
   
-
   
31,045
 
               
Cash and Cash equivalents at end of period
 
$
902,431
 
$
10,704
 
               
SUPPLEMENTAL CASH FLOW INFORMATION:
             
Cash Payments for Interest
 
$
21,171
 
$
-
 
Cash Payment for Taxes
   
-
   
-
 
               
Non-Cash Transactions:
             
Shares issued with Secured Convertible Debenture
   
250,000
       
Shares issued upon conversion of Secured Convertible Debenture
             
and accrued interest
   
275,000
       
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
3

 

OSAGE EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007 (unaudited)

1. BASIS OF PRESENTATION

Osage Exploration and Development, Inc. (“Osage” or the “Company”) has prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) instructions to Form 10-QSB and Item 310(b) of regulation S-B. These financial statements should be read together with the financial statements and notes in the Company’s 2006 Form 10-SB filed with the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The accompanying financial statements reflect all adjustments and disclosures, which, in the Company’s opinion, are necessary for fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of the entire year.

The Company has incurred significant losses and had negative cash flow from operations in each of the last two years and the nine months ended September 30, 2007 and has an accumulated deficit of $1,654,051 (unaudited) at September 30, 2007 and $648,166 at December 31, 2006. Substantial portions of the losses are attributable to legal and professional fees as well as interest expense. The Company's operating plans require additional funds that may take the form of debt or equity financings. There can be no assurance that any additional funds will be available. The Company's ability to continue as a going concern is in substantial doubt and is dependent upon achieving a profitable level of operations and obtaining additional financing.

Management of our Company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) increasing our current production, (b) controlling overhead and expenses and (c) raising additional capital and/or obtaining financing.

There can be no assurance the Company can successfully accomplish these steps and it is uncertain the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

Recent Pronouncements

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under the accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. Additionally, it establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for fiscal year, including financial statements for an interim period within the fiscal year. The Company is currently evaluating the impact, if any, that SFAS No. 157 will have on its consolidated financial statements.

 
4

 
 
Defined Benefit Pension and Other Postretirement Plans

In September 2006, the FASB, issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R,” which requires employers to recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through accumulated other comprehensive income. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end statement of financial position. The new reporting requirements and related new footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. We adopted the provisions of SFAS No. 158 for the year end 2006, and the effect of recognizing the funded status in accumulated other comprehensive income was not significant. The new measurement date requirement applies for fiscal years ending after December 15, 2008.

Fair Value Option for Financial Assets and Financial Liabilities

In February of 2007 the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.” The statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is analyzing the potential accounting treatment.

Income Tax

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of FIN 48, the company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48. As a result of the implementation of Interpretation 48, the Company recognized no material adjustments to liabilities or stockholders equity.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

 
5

 
 

Oil and gas properties consisted of the following as of December 31, 2006 and September 30, 2007:

   
December 31, 2006
 
September 30, 2007
 
       
(unaudited)
 
           
Properties subject to amortization
 
$
103,177
 
$
103,177
 
Properties not subject to amortization
   
0
   
52,344
 
Capitalized asset retirement costs
   
13,675
   
13,675
 
               
Accumulated depreciation and depletion
   
(2,795
)
 
(5,535
)
               
Oil and gas properties, net
 
$
114,057
 
$
163,661
 

Depreciation and depletion expense totaled $5,447 and $1,186 for the nine months ended September 30, 2007 and 2006, respectively and $2,178 and $401 for the three months ended September 30, 2007 and 2006, respectively.

3. GEOGRAPHICAL INFORMATION

The following table sets forth revenues for the periods reported and assets by geographic location:

   
United States
 
Colombia
 
Consolidated
 
September 30, 2007:
                   
Revenues
 
$
225,238
 
$
0
 
$
225,238
 
Long Lived Assets
   
126,327
   
52,344
 
$
178,671
 
                     
September 30, 2006:
                   
Revenues
 
$
72,187
 
$
0
 
$
72,187
 
Long Lived Assets
   
101,373
   
0
   
101,373
 

4. COLOMBIAN DEPOSITS

In June 2007, we entered into an agreement (the “Agreement”) with Gold Oil, Plc (“Gold”) and Empesa Petrolera de Servicios y Asesorias, S.A. (“Empesa), whereby we farmed-in to the approximately 165 square mile Rosablanca concession in Colombia awarded by the Agencia Nacional de Hidrocarburos (“ANH”) to Gold in June 2007. In August 2007, we (i) paid $1,200,000 to Gold representing the funds that Gold had previously issued to a trust established by the ANH to use for drilling the first well for the Rosablanaca concession and (ii) issued a letter of credit in the amount of $144,000 for the benefit of Gold’s bank in Colombia representing the guarantee required by the ANH. We anticipate that the total cost of drilling the first well to be approximately $2,500,000 to $3,000,000, of which $1,200,000 has already been deposited in trust with the ANH to be used for the first well. The balance in the trust deposit account as of September 30, 2007 is $1,116,791.

5. DEPOSITS

In January 2006, we placed a deposit totaling $82,000 on approximately 85% of the working interest of a natural gas property consisting of 640 acres with proved undeveloped reserves located in Hansford County, Texas. The agreement was amended in March 2007 stipulating that unless we acquired a contiguous lease by June 1, 2007 at a cost of $48,000, a second contiguous lease by August 1, 2007 for $80,000 and place $445,180 in escrow for drilling and completing the first well with actual commencement of drilling prior to September 15, 2007, the seller shall have the right to refund 90% of the initial purchase price and void the agreement. In September 2007, the seller provided us with an extension until June 30, 2008 to fulfill all of our obligations under the agreement. Until we raise additional capital, we do not anticipate further investments in this project and as such, the agreement may be voided by the seller at any time after June 30, 2008.

6. BANK CD PLEDGED FOR LETTER OF CREDIT

In August 2007, we placed $144,000 as a certificate of deposit with a bank as collateral for the $144,000 letter of credit required by the ANH as more fully described in footnote 4 above. If we do not complete drilling and testing of the first well in the Rosablanca concession by July 3, 2008, and we do not receive extensions from the ANH, we may lose our entire interest in the concession and the $144,000 letter of credit we previously issued. The balance, including accrued interest, in the Bank CD as of September 30, 2007 is $145,226

 
6

 
 
7. CONVERTIBLE DEBENTURES

From February 2006 through October 2006, we issued Convertible Debentures with three-year detachable warrants to accredited investors for gross proceeds of $349,000. The Convertible Debentures mature one year from issuance, carried a 10% interest rate and were convertible at $1.20 per share for $263,000 of the Convertible Debentures, $0.75 as to $50,000 of the Convertible Debentures and $0.80 as to $36,000 of the Convertible Debentures. As of December 31, 2006, we had $349,000 of Convertible Debentures outstanding and accrued interest of $20,302. All of the Convertible Debentures, including accrued interest on $337,000 of the Convertible Debentures, converted in January and February 2007 into 362,417 shares of our Common Stock. In May 2007, we paid $1,200 of interest on $12,000 of the Convertible Debentures.

Pursuant to EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and EITF 00-27, “Application of Issue No. 98-5 in Certain Convertible Instruments,” based on relative fair values of the warrant and the debt, the proceeds from the debt were allocated to the warrant and the debt on a relative fair value basis. We recorded $209,014 upon the issuance of the Convertible Debentures attributable to the beneficial conversion feature as additional paid in capital. The discount was being amortized using the effective interest rate method over the term of the indebtedness. The warrants are exercisable for a period of three years with an exercise price of $2.40, for $299,000 of the Convertible Debentures, and $1.50 as to $50,000 of the Convertible Debenture. Using the Black Scholes pricing model, with volatility of 80.0%, risk-free rate of 4.61% to 5.15% and a 0% dividend yield, the warrants were determined to have a fair value of $138,604 and were recorded as additional paid in capital. The discount was being amortized using the effective interest rate method over the term of the indebtedness. The balance of the unamortized discount at the date of conversion was expensed.

8. SECURED CONVERTIBLE DEBENTURE

On February 16, 2007, we issued a $250,000 Secured Convertible Debenture and 300,000 shares of common stock to an institutional investor for gross proceeds of $250,000. The Secured Convertible Debenture matured July 31, 2007, had a 10% interest rate with a minimum interest amount of $25,000 due at Maturity, and was convertible, in whole or in part, into shares of common stock at a conversion price $0.25 per share. The shares issued in conjunction with the Secured Convertible Debenture were valued at $250,000 based on the price of the stock issued at the most recent private placement offering and were recorded as additional pain in capital. The discount of $250,000 was being amortized using the effective interest rate method over the term of the indebtedness. Pursuant to EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios", we recorded an interest expense of $0 upon the issuance of the Secured Convertible Debentures attributable to the beneficial conversion feature as the value of the shares exceeded the face value of the Secured Convertible Debenture. In July 31, 2007, the Secured Convertible Debenture along with accrued interest converted into 1,100,000 shares of common stock.

9. UNSECURED CONVERTIBLE PROMISSORY NOTE

In July 2007, we issued a $1,100,000 unsecured convertible promissory note (“Unsecured Convertible Promissory Note”) to one institutional investor for gross proceeds of $1,100,000. The Unsecured Convertible Promissory Note matures September 30, 2008, has an 8% interest rate, payable in cash quarterly, and is convertible, in whole or in part, into units, with each unit (“Unit”) priced at $1.00 and consisting of one share of common stock and one warrant, exercisable at $1.25 per share maturing three years from issuance. We may prepay the Unsecured Convertible Promissory Note at any time prior to maturity with no penalty. We may, but only at maturity, elect to repay the Unsecured Convertible Promissory Note in Units valued at $1.00 per Unit. Pursuant to EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and EITF 00-27, “Application of Issue No. 98-5 in Certain Convertible Instruments,” we recorded $1,067,274 upon the issuance of the Unsecured Convertible Promissory Note attributable to the beneficial conversion feature as additional paid in capital. The discount is being amortized using the effective interest rate method over the term of the indebtedness.

 
7

 
 
10. PROMISSORY NOTE

On April 27, 2007, we purchased a truck to be used by our pumper in our Oklahoma properties by issuing a promissory note (the “Promissory Note”) to a bank secured by the truck. The Promissory Note matures October 27, 2010, has a variable interest rate of Prime plus 1.0%, and has monthly principal and interest payments totaling $366. As of September 30, 2007, the interest rate on the Promissory Note was 9.25%.

The following table summarizes the balance of the note at September 30, 2007:
 
Promissory Note Outstanding at September 30, 2007
 
$
11,959
 
Less Current Portion
   
3,412
 
         
   
$
8,547
 

11. COMMITMENTS AND CONTINGENCIES

ENVIRONMENT

Osage, as owner and operator of oil and gas properties, is subject to various Colombian and U.S. federal, state, and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the owner of real property and the lessee under oil and gas leases for the cost of pollution clean-up resulting from operations, subject the owner/lessee to liability for pollution damages and impose restrictions on the injection of liquids into subsurface strata.

Although Company environmental policies and practices are designed to ensure compliance with these laws and regulations, future developments and increasing stringent regulations could require the Company to make additional unforeseen environmental expenditures

The Company maintains insurance coverage that it believes is customary in the industry, although it is not fully insured against all environmental risks.

The Company is not aware of any environmental claims existing as of September 30, 2007 that would have a material impact on its consolidated financial position or results of operations. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental laws will not be discovered on the Company's property.

Pursuant to our Agreement with Gold and Empesa, we are considered the operators of the concession and will pay all costs associated with drilling and testing of the first well on the Rosablanca project. If we do not complete drilling and testing of the first well by July 3, 2008, and we do not receive extensions from the ANH, we may lose our entire interest in the concession and the $144,000 letter of credit we previously issued. However, we would be entitled to receive the balance of the $1,200,000 deposit ($1,116,791 as of September 30, 2007) that we have in trust with the ANH. After drilling the first well, we are required to provide the ANH with a budget and program for drilling successive wells. The concession with the ANH shall remain in effect as long as we meet our time obligations to drill each well that we present to the ANH. We anticipate that we will need to raise additional capital to complete the first well.

LAND RENTALS AND OPERATING LEASES

The Company leases office facilities and equipment under month-to-month operating leases. As such, as of September 30, 2007, the Company did not have any future minimum rental payments required under operating leases.

Rental expense charged to operations totaled $8,625 and $1,908 for the nine months ended September 30, 2007 and 2006, respectively, and $3,075 and $1,908 for the three months ended September 30, 2007 and 2006, respectively.

 
8

 
 
12. EQUITY TRANSACTIONS

Unit Offering
In June and July 2007, for gross proceeds of $925,000, we issued 925,000 shares of common stock and 1,387,500 warrants, exercisable at $1.50 per share expiring on September 30, 2010 to two accredited investors and one institutional investor.

Common Stock Offering
In April and May 2007, for gross proceeds of $475,000, we issued 1,187,500 shares of our common stock at a price per share of $0.40 to nine accredited investors and entities.

13. MAJOR CUSTOMERS

During the nine months ended September 30, 2007 and 2006, as well as the quarter ended September 30, 2007 and 2006, one customer, Sunoco, Inc., accounted for 100.0% of our total oil and gas sales.

14. ASSET RETIREMENT OBLIGATIONS

The Company recognizes a liability at discounted fair value for the future retirement of tangible long-lived assets and associated assets retirement cost associated with the petroleum and natural gas properties. The fair value of the liability is capitalized as part of the cost of the related asset and amortized to expense over its useful life. The liability accretes until the date of expected settlement of the retirement obligations. The related accretion expense is recognized in the statement of operations. The provision will be revised for the effect of any changes to timing related to cash flow or undiscounted abandonment costs. Actual expenditures incurred for the purpose of site reclamation are charged to the asset retirement obligations to the extent that the liability exists on the balance sheet. Differences between the actual costs incurred and the fair value of the liability recorded are recognized in income in the period the actual costs are incurred.

There are no legally restricted assets for the settlement of asset retirement obligations. A reconciliation of the Company's asset retirement obligations for the periods presented is as follows:

   
 
Year Ended
 
Nine Months Ended September 30,
 
   
December 31
2006
 
2007
(unaudited)
 
2006
(unaudited)
 
Beginning Balance
 
$
13,675
 
$
15,043
 
$
13,675
 
Incurred during the period
                   
Additions for new wells
                   
Accretion expense
   
1,368
   
1,128
   
1,026
 
                     
Ending Balance
 
$
15,043
 
$
16,171
 
$
14,701
 

Item 2.
Management’s Discussion and Analysis or Plan of Operation.

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that include, among others, statements of: expectations, anticipations, beliefs, estimations, projections, and other similar matters that are not historical facts, including such matters as: future capital requirements, development and exploration expenditures (including the amount and nature thereof), drilling of wells, reserve estimates (including estimates of future net revenues associated with such reserves and the present value of such future net revenues), future production of oil and gas, repayment of debt, business strategies, and expansion and growth of business operations. These statements are based on certain assumptions and analyses made by our management in light of past experience and perception of: historical trends, current conditions, expected future developments, and other factors that our management believes are appropriate under the circumstances. We caution the reader that these forward-looking statements are subject to risks and uncertainties, including those associated with the financial environment, the regulatory environment, and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the statements. Such risks and uncertainties include those risks and uncertainties identified below.

 
9

 
 
Significant factors that could prevent us from achieving our stated goals include: declines in the market prices for oil and gas, adverse changes in the regulatory environment affecting us, the inherent risks involved in the evaluation of properties targeted for acquisition, our dependence on key personnel, the availability of capital resources at terms acceptable to us, the uncertainty of estimates of proved reserves and future net cash flows, the risk and related cost of replacing produced reserves, the high risk in exploratory drilling and competition. You should consider the cautionary statements contained or referred to in this report in connection with any subsequent written or oral forward-looking statements that may be issued. We undertake no obligation to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

In June 2007, we entered into an agreement with Gold and Empesa, whereby we farmed-in to the approximately 165 square mile Rosablanca concession in Colombia awarded by the ANH to Gold in June, 2007. Under the Agreement, we are the operators of the concession and will pay all costs associated with drilling and testing of the first well on the Rosablanca project. Revenues generated from the first well will be allocated 50% to us, 40% to Gold and 10% to Empesa. If we do not complete drilling and testing of the first well by July 3, 2008, we will lose our entire interest in the concession. On each additional well, we will contribute 50% of the costs, Gold will contribute 40% of the costs and Empesa will contribute 10% of the costs. Revenues will be allocated according to the above percentages. If any party doesn’t contribute its share of the costs, its revenue interest will automatically be transferred to the party that provides the capital. In August 2007, we (i) paid $1,200,000 to Gold representing the funds that Gold had previously issued to a trust established by the ANH to use for drilling the first well for the Rosablanaca concession and (ii) issued a letter of credit in the amount of $144,000 for the benefit of Gold’s bank in Colombia representing the guarantee required by the ANH. We anticipate that the total cost of drilling the first well to be approximately $2,500,000 to $3,000,000, of which $1,200,000 has already been deposited in trust with the ANH to be used for the first well. In accordance with the ANH, we must spend at least $1,200,000 on expenses relating to the first well, the amount already deposited in trust, by July 3, 2008. If we do not complete drilling and testing of the first well by July 3, 2008, and we do not receive extensions from the ANH, we may lose our entire interest in the concession and the $144,000 letter of credit we previously issued.

We anticipate that we will need to raise a minimum of $1,000,000 to drill the first well and anticipate that we will begin drilling in the first quarter of 2008. We intend to focus most of our management and capital resources towards the Rosablanca project as well as other opportunities in Colombia. In order to minimize our development risk, we intend to raise $5,000,000 to allow us the ability to drill more than one well. If we are unsuccessful in raising additional capital, we may not be in a position to complete the first well in our Rosablanca project.
We have incurred $73,358 and $67,897 in the nine months ended September 30, 2007and September 30, 2006, respectively, in operating expenses in order to try to increase production at the Osage property. The major source of funds for these costs was the sale of oil from the Osage property.

We have made a deposit of $82,000 on a property in Hansford County, Texas. We are obligated to incur an additional $573,810 for the property by June 30, 2008consisting of purchasing of additional contiguous leases and depositing funds in escrow for drilling and completion of the first well. If we do not fulfill our obligations, the seller may void the agreement at any time after June 30, 2008 and return 90% of all payments received. We do not anticipate incurring additional expenses on this property until we have raised sufficient capital for our Rosablanca project and as such, we may lose 10% of our initial funding.

As of September 30, 2007, we have a note receivable due December 2009 totaling $470,625 that was issued in conjunction with a change of control in December 2006, of which $239,250 of the note receivable is from related parties. If we do not collect this note, it could have a material impact on our cash and impair our ability to execute our business plan.

 
10

 
 
We have undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) raising additional capital and/or obtaining financing, (b) increasing our current production in the Osage property and (c) controlling overhead and expenses.

There can be no assurance that we will successfully accomplish these steps and it is uncertain we will achieve a profitable level of operations and/or obtain additional financing. There can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if at all. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

Liquidity and Capital Resources

At September 30, 2007, we had working capital of $807,922 consisting primarily of $902,431 in cash and cash equivalents, $89,176 of prepaid expenses, $44,933 of deferred financing costs related to the $1,100,000 Unsecured Convertible Debenture and $19,608 of accounts receivable, offset by $228,075 of the Unsecured Convertible Debenture, representing $1,100,000 face value less $871,925 of unamortized discount, and $16,739 of accounts payable and accrued expenses.

We have raised in excess of $2,500,000 in gross proceeds through various debt and equity financings since January 1, 2007 and have used the majority of the net proceeds for costs related to our Rosablanca project in Colombia, as well as for working capital purposes and professional fees.

Net cash used by operating activities totaled $328,655 for the nine months ended September 30, 2007 compared to net cash used by operating activities of $421,740 for the nine months ended September 30, 2006. The major components of the net cash used in operating activities in the nine months ended September 30, 2007 were the net loss of $1,005,885 and the increase in prepaid expenses of $89,176, offset by $250,000 for the amortization of the value of the shares issued in February 2007 with the Secured Convertible Debenture and $365,032 and $111,481 write-off of the unamortized beneficial conversion feature and value of the warrants, respectively, issued with the various debt financings. The major component of the net cash used in operating activities in the nine months ended September 30, 2006 was the net loss of $438,365.

Net cash used in investing activities totaled $1,332,078 and $96,000 for the nine months ended September 30, 2007 and September 30, 2006, respectively. Net cash used in investing activities in the nine months ended September 30, 2007 consisted primarily of the $1,116,791 increase in deposits in the trust account for our on Rosablanca project as well as $52,344for investments made in the Rosablanca project. Net cash used in investing activities for the nine months ended September 30, 2006 consisted primarily of the $82,000 deposit made on the Hansford property.

Net cash provided by financing activities totaled $2,594,959 for the nine months ended September 30, 2007 and consisted primarily of $1,100,000 from the issuance of Unsecured Convertible Promissory Note due September 30, 2008, $860,250 from the issuance of 925,000 units, consisting of 925,000 shares and 1,387,500 warrants, and $427,500 from the issuance of common stock and the proceeds of the $250,000 Secured Convertible Debenture due July 31, 2007. Net cash provided by financing activities of $497,399 for the nine months ended September 30, 2006 consisted primarily of $349,000 from the issuance of the Convertible Debentures and $130,000 from the sale of LLC interests.

Net operating revenues from our oil production are very sensitive to changes in the price of oil making it very difficult for management to predict whether or not we will be profitable in the future.

We conduct no product research and development.

We operate our Osage County, Oklahoma properties through independent contractors that operate producing wells for several small oil companies.

We are responsible for any contamination of land we own or lease. However, there may be limitations on any potential contamination liabilities as well as claims for reimbursement from third parties.

We currently sell all of our current oil production to Sunoco, Inc. However, in the event this customer discontinued oil purchases, we believe we can replace this customer with other customers who would purchase the oil at terms standard in the industry.

 
11

 
 
Quantitative and Qualitative Disclosures about Market Risk
 
We have no material exposure to interest rate changes.

Results of Operations

Nine Months ended September 30, 2007 compared to Nine Months ended September 30, 2006
Revenues from oil sales were $225,238, an increase of $153,051, or 212.0%, in the nine months ended September 30, 2007 compared to $72,187
of revenues in the nine months ended September 30, 2006. On a barrel of oil equivalent ("BOE") basis, our total production increased to 4,702 BOE in the nine months ended September 30, 2007 compared to 1,439 BOE in the nine months ended September 30, 2006 due to our secondary recovery efforts we undertook in 2006. Our average price per BOE decreased to $63.52 in the nine months ended September 30, 2007 from $66.53 in the nine months ended September 30, 2006.

Our operating expenses, consisting primarily of payments to an independent pumper, electricity at the wells, repairs and maintenance as well as supplies and materials, were $73,358, representing average operating expense per BOE of $15.60 for the nine months ended September 30, 2007. For the nine months ended September 30, 2006, our operating expenses were $67,897, or an average operating expense per BOE of $47.18. The decrease in the average operating expenses per BOE is due principally to the increase in production in our Osage property.

General and administrative expenses were $401,748 and $391,081 in the nine months ended September 30, 2007 and September 30, 2006, respectively. The $10,667 increase consisted primarily of an increase of $89,456 in legal and professional fees, an increase of $56,168 in travel expenses related primarily to travel to Colombia and an increase of $20,658 in insurance expenses, offset by a decrease of $163,283 in salary expense.

Depreciation, depletion and accretion were $5,447 in the nine months ended September 30, 2007 compared to $1,186 in the nine months ended September 30, 2006, primarily due to the increase in production.

Loss from operations was $255,315 and $387,977 for the nine months ended September 30, 2007 and September 30, 2006, respectively.

Interest expense was $797,272 and $51,886 in the nine months ended September 30, 2007 and September 30, 2006, respectively. Interest expense in the nine months ended September 30, 2007 consisted primarily of $365,032 for the beneficial conversion of the convertible debt, $250,000 amortization of the value of the shares issued with the $250,000 Secured Convertible Debentures and $111,481 for the value of the warrants issued with the Convertible Debentures. Interest expenses for the nine months ended September 30, 2006 consisted primarily of $22,775 and $16,088 of the beneficial conversion feature and the value of the warrants, respectively, of the Convertible Debentures.

Net loss was $1,005,885 and $438,365 for the nine months ended September 30, 2007 and September 30, 2006, respectively.

Foreign currency translation loss was $31,795 and $0 for the nine months ended September 30, 2007 and September 30, 2006, respectively. Comprehensive loss was $1,037,680 and $438,365 for the nine months ended September 30, 2007 and September 30, 2006, respectively.

Quarter ended September 30, 2007 compared to Quarter ended September 30, 2006
Revenues from oil sales were $62,538, an increase of $37,723, or 152.0%, in the quarter ended September 30, 2007 compared to $24,815 of revenues in the quarter ended September 30, 2006. On a BOE basis, our total production increased to 1,137 BOE in the quarter ended September 30, 2007 compared to 491 BOE in the quarter ended September 30, 2006 due to our secondary recovery efforts we undertook in 2006. Our average price per BOE increased to $72.95 in the quarter ended September 30, 2007 from $67.02 in the quarter ended September 30, 2006.

 
12

 
 
Our operating expenses, consisting primarily of payments to an independent pumper, electricity at the wells, repairs and maintenance as well as supplies and materials, were $22,529, representing average operating expense per BOE of $19.81 for the quarter ended September 30, 2007. For the quarter ended September 30, 2006, our operating expenses were $30,072, or an average operating expense per BOE of $61.24. The decrease in the average operating expenses per BOE is due principally to the increase in production.

General and administrative expenses were $143,546 and $101,334 in the quarter ended September 30, 2007 and September 30, 2006, respectively. The $44,212 increase is primarily due to an increase of $57,074 in professional fees, $27,474 increase in travel expenses and $9,542 increase in insurance expense, offset by a decrease of $60,335 in officer salary and a decrease of $10,305 in other salaries.

Depreciation, depletion and accretion were $2,178 in the quarter ended September 30, 2007 compared to$401 in the quarter ended September 30, 2006, primarily due to the increase in production.

Loss from operations was $105,715 and $106,992 for the quarter ended September 30, 2007 and September 30, 2006, respectively.

Interest expense was $276,431 and $25,446 in the three months ended September 30, 2007 and September 30, 2006, respectively. Interest expense in the three months ended September 30, 2007 consisted primarily of $195,349 for the beneficial conversion of the convertible debt and $47,256 amortization of the value of the shares issued with the $250,000 Secured Convertible Debentures. Interest expenses for the three months ended September 30, 2006 consisted primarily of $11,363 and $7,928 of the beneficial conversion feature and the value of the warrants, respectively, of the Convertible Debentures.

Net loss was $339,913 and $132,053 for the three months ended September 30, 2007 and September 30, 2006, respectively.

Foreign currency translation loss was $31,795 and $0 for the three months ended September 30, 2007 and September 30, 2006, respectively. Comprehensive loss was $339,913 and $132,053 for the three months ended September 30, 2007 and September 30, 2006, respectively.

Item 3.
Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended the "Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2007, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2007.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
13

 
 
PART II - OTHER INFORMATION

Item 1.
Legal Proceedings

We are not a party to, or the subject of, any material pending legal proceedings other than ordinary, routine litigation incidental to our business.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

The following securities were sold by us during the quarter ended September 30, 2007 without registering the securities under the Securities Act.

Unit Offering
In July 2007, for gross proceeds of $25,000, we issued 25,000 shares of common stock and 37,500 warrants, exercisable at $1.50 per share maturing on September 30, 2010 to one accredited investor.

Unsecured Convertible Debenture
In July 2007, we issued a $1,100,000 unsecured convertible promissory note (“Unsecured Convertible Promissory Note”) to one institutional investor for gross proceeds of $1,100,000. The Unsecured Convertible Promissory Note matures September 30, 2008, has an 8% interest rate, payable in cash quarterly, and is convertible, in whole or in part, into units, with each unit (“Unit”) priced at $1.00 and consisting of one share of common stock and one warrant, exercisable at $1.25 per share maturing three years from issuance. We may prepay the Unsecured Convertible Promissory Note at any time prior to maturity with no penalty. We may, but only at maturity, elect to repay the Unsecured Convertible Promissory Note in Units valued at $1.00 per Unit.

In all instances of the above sales, the shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act. The sales were made by Viewpoint Securities, LLC which received commissions totaling $56,750.

Item 3
Default upon Senior Securities

None

Item 4
Submission of Matters to a Vote of Security Holders

None

Item 5
Other Information

None

Item 6
Exhibits

See Exhibit Index attached hereto.

 
14

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.
 
     
 
OSAGE EXPLORATION AND DEVELOPMENT, INC.
(Registrant)
 
 
 
 
 
 
Date:  November 8, 2007
By:  
/s/ Kim Bradford
 
Kim Bradford
 
President and Chief Executive Officer
     
 
 
 
 
 
 
Date:  November 8, 2007
By:  
/s/ Kim Bradford
 
Kim Bradford
 
Principal Financial Officer
 
 
15

 
 
EXHIBIT INDEX

The following is a list of Exhibits required by Item 601 of Regulation S-B. Except for these exhibits indicated by an asterisk which are filed herewith, the remaining exhibits below are incorporated by reference to the exhibit previously filed by us as indicated.
 

 
Exhibit No.
 
Description
 
3.1
 
Articles of Incorporation of Osage Exploration and Development, Inc. (1)
       
 
3.2
 
Bylaws of Osage Exploration and Development, Inc. (1)
       
 
31.1 (*)
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, President and Chief Executive Officer (Principal Executive Officer)
       
 
31.2 (*)
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, Chief Financial Officer (Principal Financial Officer).
       
 
32.1 (*)
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer).

(1)
Incorporated herein by reference to Exhibit 3.1 to the Osage Exploration and Development, Inc. Form 10-SB Amendment No. 1 filed August 27, 2007
(2)
Incorporated herein by reference to Exhibit 3.2 to the Osage Exploration and Development, Inc. Form 10-SB Amendment No. 1 filed August 27, 2007

 
16

 
EX-31.1 2 v093048_ex31-1.htm
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to Rule 13s-14(a) of
Securities and Exchange Act of 1934
 
 
I, Kim Bradford, certify that:
   
1.
I have reviewed this quarterly report on Form 10-QSB of Osage Exploration and Development, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
c)
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
 
5.
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 
Date: November 8, 2007

/s/ Kim Bradford                                                 
Kim Bradford
President and Chief Executive Officer (Principal Executive Officer)
 

EX-31.2 3 v093048_ex31-2.htm
Exhibit 31.2
CERTIFICATION
 
 
I, Kim Bradford, certify that:
   
1.
I have reviewed this quarterly report on Form 10-QSB of Osage Exploration and Development, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
c)
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
 
5.
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 

Date: November 8, 2007

/s/ Kim Bradford                                               
Kim Bradford
Principal Financial Officer
 
 
 

 
EX-32.1 4 v093048_ex32-1.htm
Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his or her capacity as an officer of Osage Exploration and Development, Inc. (the "Company"), that, to his or her knowledge, the Quarterly Report of the Company on Form 10-QSB for the period ended September 30, 2007, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Date: November 8, 2007
 
 
/s/ Kim Bradford                                      
 
Kim Bradford
 
Chief Financial Officer
 
(Principal Financial Officer)

 
Date: November 8, 2007
 
 
/s/ Kim Bradford                                      
 
Kim Bradford,
 
President and Chief Executive Officer,
 
(Principal Executive Officer)
 
 
 

 
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