California
|
22-3755993
|
(State
or other jurisdiction
of
incorporation or organization)
|
(IRS
Employer
Identification
No.)
|
|
|
Page
Number
|
PART I.
|
FINANCIAL
INFORMATION
|
|
Item 1.
|
Financial
Statements
|
3
|
Item 2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
13
|
Item 3.
|
Controls
and Procedures
|
17
|
Part II.
|
OTHER
INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
17
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
17
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
17
|
Item 6.
|
Exhibits
and Reports on Form 8-K
|
18
|
SIGNATURES
|
20
|
|
Page
Number
|
Balance
Sheet as of September 30, 2005
|
4
|
Statements
of Operations, for the three and nine months ended September 30, 2005
and 2004
|
5
|
Statements
of Cash Flow, for the nine months ended September 30, 2005 and
2004
|
6
|
Notes
to Financial Statements
|
7
|
Assets
|
(Restated)
|
|||
Current
Assets:
|
||||
Cash
|
$
|
311,715
|
||
Accounts
receivable, net of allowance for doubtful accounts of
$10,290
|
197,015
|
|||
License
Receivable
|
765,000
|
|||
Other
current assets
|
69,055
|
|||
|
||||
Total
Current Assets
|
1,342,785
|
|||
Equipment,
net of accumulated depreciation of $143,611
|
1,055,088
|
|||
Licenses,
net of accumulated amortization of $6,964
|
1,163,036
|
|||
|
||||
Total
Assets
|
$
|
3,560,909
|
||
|
||||
Liabilities
and Stockholder’s Equity
|
||||
Current
Liabilities
|
||||
Accounts
payable
|
$
|
696,824
|
||
Accrued
expenses
|
952,301
|
|||
Advances-related
parties
|
900,000
|
|||
Deferred
revenue
|
216,668
|
|||
Customer
deposits
|
76,850
|
|||
Notes
payable-related parties, net of unamortized discount of
$23,840
|
176,160
|
|||
Notes
payable-other, net of unamortized discount of $17,369
|
377,631
|
|||
|
||||
Total
Current Liabilities
|
3,396,434
|
|||
Long
Term Liabilities:
|
||||
Note
payable-other
|
500,000
|
|||
Deferred
revenue, less current portion
|
6,780
|
|||
|
||||
Total
Liabilities
|
3,903,214
|
|||
|
||||
Commitments
and Contingencies
|
—
|
|||
Stockholder’
Equity:
|
||||
Common
Stock, $.001 par value, 100,000,000 shares authorized; 40,486,206
shares
issued and outstanding
|
40,482
|
|||
Additional
paid in capital
|
29,176,819
|
|||
Accumulated
deficit
|
(29,559,606
|
)
|
||
|
||||
Total
Stockholders’ Equity
|
(342,305
|
)
|
||
|
||||
Total
Liabilities and Stockholders’ Equity
|
$
|
3,560,909
|
||
|
|
For
the Three Months
Ended
September 30,
|
For
the Nine Months
Ended
September 30,
|
|||||||||||
|
2005
|
2004
|
2005
|
2004
|
|||||||||
Revenue:
|
(Restated)
|
(Restated)
|
|||||||||||
Satellite
Communications
|
$
|
293,937
|
$
|
154,906
|
$
|
802,712
|
$
|
401,705
|
|||||
Downhole
Services
|
8,500
|
427,519
|
27,491
|
694,180
|
|||||||||
|
|||||||||||||
Total
Revenue
|
302,437
|
582,425
|
830,203
|
1,095,885
|
|||||||||
|
|||||||||||||
Cost
of Services Provided:
|
|||||||||||||
Satellite
Communications
|
217,979
|
153,668
|
603,097
|
464,874
|
|||||||||
Downhole
Services
|
113,493
|
272,080
|
351,045
|
688,906
|
|||||||||
|
|||||||||||||
Total
Cost of Services Provided
|
331,472
|
425,748
|
954,142
|
1,153,780
|
|||||||||
|
|||||||||||||
Gross
Margin (Deficit)
|
(29,035
|
)
|
156,677
|
(123,939
|
)
|
(57,895
|
)
|
||||||
Operating
Expenses:
|
|||||||||||||
Selling,
general and administrative
|
963,581
|
936,591
|
2,485,545
|
3,382,053
|
|||||||||
Depreciation
and amortization
|
27,182
|
130,051
|
76,670
|
395,982
|
|||||||||
Bad
debts
|
—
|
50,000
|
10,000
|
50,000
|
|||||||||
|
|||||||||||||
Operating
Loss
|
(1,019,798
|
)
|
(959,965
|
)
|
(2,696,154
|
)
|
(3,885,930
|
)
|
|||||
|
|||||||||||||
Other
(Income) Expense:
|
|||||||||||||
Interest
expense
|
50,400
|
14,544
|
147,262
|
454,422
|
|||||||||
(Gain)
loss on sale of equipment
|
—
|
1,900
|
(971
|
)
|
1,900
|
||||||||
Other
Income
|
(350,000
|
)
|
(350,000
|
)
|
|||||||||
Interest
income
|
—
|
(31
|
)
|
(4
|
)
|
(48
|
)
|
||||||
|
|||||||||||||
Total
other (income) expense
|
(299,600
|
)
|
16,413
|
(203,713
|
)
|
456,274
|
|||||||
|
|||||||||||||
Net
Loss
|
$
|
(720,198
|
)
|
$
|
(976,378
|
)
|
$
|
(2,492,441
|
)
|
$
|
(4,342,204
|
)
|
|
|
|||||||||||||
Basic
and diluted net loss per share
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.07
|
)
|
$
|
(0.14
|
)
|
|
Weighted
average shares outstanding
|
38,034,048
|
31,523,265
|
36,309,792
|
30,986,520
|
|
For
the Nine Months
Ended
September 30,
|
||||||
|
2005
|
2004
|
|||||
Cash
Flows from Operating Activities:
|
(Restated)
|
||||||
Net
loss
|
$
|
(2,492,441
|
)
|
$
|
(4,342,204
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Stock
issued for services or litigation
|
1,066,761
|
948,192
|
|||||
Option
and warrant expense
|
75,000
|
290,844
|
|||||
Amortization
of note discount
|
91,235
|
25,685
|
|||||
Depreciation
and amortization
|
76,670
|
395,982
|
|||||
(Gain)
loss on sale of equipment
|
(971
|
)
|
1,900
|
||||
Note
payable issued for lawsuit settlement
|
500,000
|
—
|
|||||
Bad
debts
|
10,000
|
50,000
|
|||||
Change
in working capital items
|
395,699
|
844,726
|
|||||
|
|||||||
Net
Cash Used in Operating Activities
|
(278,047
|
)
|
(1,784,875
|
)
|
|||
|
|||||||
Cash
Flows from Investing Activities:
|
|||||||
Purchase
of property and equipment
|
(1,000
|
)
|
(3,705
|
)
|
|||
Proceeds
from sale of equipment
|
—
|
12,500
|
|||||
Construction
of equipment
|
(812,955
|
)
|
—
|
||||
|
|||||||
Net
Cash Provided by Investing Activities
|
(813,955
|
)
|
8,795
|
||||
|
|||||||
Cash
Flows from Financing Activities:
|
|||||||
Proceeds
from sale of stock
|
241,500
|
359,000
|
|||||
Proceeds
from exercise of options and warrants
|
300
|
81,217
|
|||||
Advance
on future financing
|
900,000
|
—
|
|||||
Proceeds
from notes payable to stockholders
|
—
|
220,000
|
|||||
Payments
on notes payable
|
(5,000
|
)
|
—
|
||||
Payments
on notes payable to stockholders
|
—
|
(35,000
|
)
|
||||
Payments
on note payable related to license
|
—
|
(500,000
|
)
|
||||
Proceeds
from convertible notes
|
—
|
400,000
|
|||||
|
|||||||
Net
Cash Provided by Financing Activities
|
1,136,800
|
525,217
|
|||||
|
|||||||
Net
change in cash
|
44,798
|
(1,250,863
|
)
|
||||
Cash
at beginning of period
|
266,917
|
1,373,627
|
|||||
|
|||||||
Cash
at end of period
|
$
|
311,715
|
$
|
122,764
|
|||
|
|||||||
Non-Cash
Transactions:
|
|||||||
Conversion
of accounts payable to common stock
|
$
|
206,737
|
$
|
—
|
|||
Exchange
of equipment for customer deposit
|
175,000
|
—
|
|||||
Exchange
of equipment for accounts payable
|
3,883
|
—
|
|||||
Conversion
of notes payable and accrued interest to common stock
|
225,966
|
1,184,808
|
|||||
Conversion
of accrued bonuses to common stock
|
197,474
|
—
|
|||||
Discount
on notes payable
|
—
|
133,746
|
|||||
Exchange
of intangible for 3 million shares of common stock
|
1,170,000
|
—
|
|
For
the Three Months Ended
September 30,
|
For
the Nine Months Ended
September 30,
|
|||||||||||
|
2005
|
2004
|
2005
|
2004
|
|||||||||
Net
loss as reported
|
$
|
(720,198
|
)
|
$
|
(976,378
|
)
|
$
|
(2,492,441
|
)
|
$
|
(4,342,204
|
)
|
|
Less:
stock based compensation determined under fair value based
method
|
(93,113
|
)
|
(49,776
|
)
|
(258,917
|
)
|
(710,775
|
)
|
|||||
|
|||||||||||||
Pro
forma net loss
|
$
|
(813,311
|
)
|
$
|
(1,026,154
|
)
|
$
|
(2,751,358
|
)
|
$
|
(5,052,979
|
)
|
|
|
|||||||||||||
Basic
and diluted net loss per common share:
|
|||||||||||||
As
reported
|
$
|
(.02
|
)
|
$
|
(.03
|
)
|
$
|
(.07
|
)
|
$
|
(.14
|
)
|
|
Pro
forma
|
$
|
(.02
|
)
|
$
|
(.03
|
)
|
$
|
(.08
|
)
|
$
|
(.16
|
)
|
Description
|
Amount
|
|||
Gryphon
liquidated damages
|
$
|
500,000
|
||
Accrued
payroll
|
204,759
|
|||
Class
Action Litigation settlement
|
25,000
|
|||
Director
fees
|
107,000
|
|||
Interest
|
56,301
|
|||
Other
|
59,241
|
|||
|
||||
|
$
|
952,301
|
|
For the Three Months Ended
September 30,
|
For
the Nine Months Ended
September 30,
|
|||||||||||
|
2005
|
2004
|
2005
|
2004
|
|||||||||
Revenues
from external customers
|
|||||||||||||
Satellite
communications
|
$
|
293,937
|
$
|
154,906
|
$
|
802,712
|
$
|
401,705
|
|||||
Downhole
services
|
8,500
|
427,519
|
27,491
|
694,180
|
|||||||||
|
|||||||||||||
|
$
|
302,437
|
$
|
582,425
|
$
|
830,203
|
$
|
1,095,885
|
|||||
|
|||||||||||||
Operating
profit (loss) 1
|
|||||||||||||
Satellite
communications
|
$
|
65,821
|
$
|
(50,038
|
)
|
$
|
137,918
|
$
|
(119,703
|
)
|
|||
Downhole
services
|
(212,359
|
)
|
(5,607
|
)
|
(669,023
|
)
|
(1,174,128
|
)
|
|||||
Corporate
|
(573,660
|
)
|
(904,320
|
)
|
(1,961,336
|
)
|
(2,592,099
|
)
|
|||||
|
|||||||||||||
|
$
|
(720,198
|
)
|
$
|
(959,965
|
)
|
$
|
(2,492,441
|
)
|
$
|
(3,885,930
|
)
|
As
reported
|
Adjustments
|
As
restated
|
||||||||
License
asset
|
$
|
5,310,000
|
$
|
(4,140,000
|
)
|
$
|
1,170,000
|
|||
Accumulated
amortization
|
(799,983
|
)
|
793,019
|
(6,964
|
)
|
|||||
Net
Book Value
|
4,510,107
|
(3,347,071
|
)
|
1,163,036
|
||||||
License
receivable
|
-
|
765,000
|
765,000
|
|||||||
Depreciation
& amortization
|
82,193
|
(75,228
|
)
|
6,964
|
||||||
Other
Income and expense
|
-
|
350,000
|
350,000
|
|
For The Three Months Ended
September 30,
|
Increase
(Decrease)
|
||||||||
|
2005
|
2004
|
||||||||
Payroll
and related costs
|
$
|
104,361
|
$
|
124,346
|
$
|
(19,985
|
)
|
|||
Option
and warrant expense
|
25,000
|
342,537
|
(317,537
|
)
|
||||||
Legal
fees
|
117,566
|
216,933
|
(99,367
|
)
|
||||||
External
services
|
135,411
|
62,247
|
73,164
|
|||||||
Insurance
|
48,920
|
102,619
|
(53,699
|
)
|
||||||
Legal
settlement
|
500,000
|
—
|
500,000
|
|||||||
Travel &
entertainment
|
10,063
|
33,296
|
(23,233
|
)
|
||||||
Office
rent
|
8,479
|
9,389
|
(910
|
)
|
||||||
Communications
|
2,766
|
10,024
|
(7,258
|
)
|
||||||
Miscellaneous
|
11,015
|
35,200
|
(24,185
|
)
|
||||||
|
||||||||||
|
$
|
963,581
|
$
|
936,591
|
$
|
26,990
|
|
For
The Nine Months Ended
September 30,
|
Increase
(Decrease)
|
||||||||
|
2005
|
2004
|
||||||||
Payroll
and related costs
|
$
|
530,123
|
$
|
534,648
|
$
|
(4,525
|
)
|
|||
Option
and warrant expense
|
75,000
|
491,984
|
(416,984
|
)
|
||||||
License
fee
|
—
|
735,192
|
(735,192
|
)
|
||||||
Legal
fees
|
299,339
|
394,563
|
(95,224
|
)
|
||||||
External
services
|
326,976
|
295,485
|
31,491
|
|||||||
Insurance
|
140,661
|
335,332
|
(194,671
|
)
|
||||||
Liquidated
damages
|
—
|
400,000
|
(400,000
|
)
|
||||||
Legal
settlements
|
1,003,500
|
—
|
1,003,500
|
|||||||
Travel &
entertainment
|
28,504
|
100,607
|
(72,103
|
)
|
||||||
Office
rent
|
25,523
|
44,176
|
(18,653
|
)
|
||||||
Communications
|
8,059
|
41,101
|
(33,042
|
)
|
||||||
Miscellaneous
|
47,860
|
8,965
|
38,895
|
|||||||
|
||||||||||
|
$
|
2,485,545
|
$
|
3,382,053
|
$
|
(896,508
|
)
|
4.1
|
$800,000
Secured Senior Promissory Note dated July 15, 2005 by and among Blast
Energy Services, Inc. and Berg McAfee Companies, LLC.
|
|
Filed
July 26, 2005 with the SEC, Report on Form 8-K
|
4.2
|
$200,000
Secured Subordinated Promissory Note dated July 15, 2005 by and among
Blast Energy Services, Inc. and Berg McAfee Companies,
LLC.
|
|
Filed
July 26, 2005 with the SEC, Report on Form 8-K
|
10.1
|
Settlement
Agreement and Mutual Release dated January 19, 2005 by and among
Verdisys,
Inc., Eric McAfee, Edge Capital Group, Inc. and certain entities
affiliated with Robert Frazier, Sr.;
|
|
Filed
February 4, 2005 with the SEC, Report on Form 8-K
|
10.2
|
Assignment
of License Agreement dated March 8, 2005 by and among Verdisys, Inc.
and
Maxim TEP, Inc.;
|
|
Filed
March 14, 2005 with the SEC, Report on Form 8-K
|
10.3
|
License
Agreement dated March 15, 2005, by and among Edge Capital Group,
Inc. or
its assignee and Verdisys, Inc.
|
|
Filed
May 5, 2005 with the SEC, Report on Form 10-QSB.
|
10.4
|
Abrasive
Fluid Jet Rig Construction Agreement dated March 17, 2005, by and
among
Verdisys, Inc. and Alberta Energy Holding, Inc.
|
|
Filed
May 5, 2005 with the SEC, Report on Form 10-QSB.
|
10.5
|
Drilling
Rig Development and Management Agreement dated April 12, 2005, by
and
between Verdisys, Inc. and Advanced Drilling Services,
LLC
|
|
Filed
May 5, 2005 with the SEC, Report on Form 10-QSB.
|
10.6
|
Service
Proposal Apache Corporation and Verdisys, Inc. dated May 26, 2005.
Filed
August 11, 2005 with the SEC, Report on Form 10-QSB.
|
10.7
|
First
Amendment to the Assignment of License Agreement dated July 18, 2005
by
and among Blast Energy Services, Inc. and Maxim TEP, Inc. Filed July
26,
2005 with the SEC, Report on Form 8-K
|
10.8
|
Second
Amendment to the Assignment of License Agreement dated July 21, 2005
by
and among Blast Energy Services, Inc. and Maxim TEP, Inc. Filed July
26,
2005 with the SEC, Report on Form 8-K
|
10.9
|
Third
Amendment to the Assignment of License Agreement dated July 25, 2005
by
and among Blast Energy Services, Inc. and Maxim TEP, Inc. Filed July
26,
2005 with the SEC, Report on Form 8-K
|
10.10
|
Fourth
Amendment to the Assignment of License Agreement dated July 29, 2005
by
and among Blast Energy Services, Inc. and Maxim TEP, Inc. Filed August
11,
2005 with the SEC, Report on Form 10-QSB
|
10.11
|
Fifth
Amendment to the Assignment of License Agreement dated July 29, 2005
by
and among Blast Energy Services, Inc. and Maxim TEP, Inc. Filed August
11,
2005 with the SEC, Report on Form 10-QSB
|
10.12
|
Letter
of Intent dated August 5, 2005 by and between Blast Energy Services,
Inc.
and RadTech North America. Filed August 11, 2005 with the SEC, Report
on
Form 10-QSB
|
10.14
|
Settlement
Agreement dated August 12, 2005 between Blast Energy Services and
Charles
Steinberger. Filed August 17, 2005 with the SEC, Report on Form
8-K.
|
10.15
|
Abrasive
Fluid Jet Technology Purchase Agreement dated August 25, 2005 between
Blast Energy Services, Inc. and Alberta Energy Holding, Inc. Filed
August
31, 2005 with the SEC, Report on Form 8-K.
|
10.16
|
Amendment
#1 dated August 25, 2005 to the Construction Agreement between Blast
Energy Services, Inc. and Alberta Energy Holding, Inc. Filed August
31,
2005 with the SEC, Report on Form 8-K.
|
10.17
|
Amendments
Six through Ten to the Assignment of License Agreement dated August
and
September 2005 by and among Blast Energy Services, Inc. and Maxim
TEP,
Inc. Filed September 29, 2005 with the SEC, Registration Statement
on Form
SB-2.
|
10.18
|
Amendment
eleven to the Assignment of License Agreement dated September 28,
2005 and
Demand letters dated October 13th and 18th by and among Blast Energy
Services, Inc. and Maxim TEP, Inc.
|
*31.1
|
Certification
of Principal Executive Officer pursuant to Section 302
|
*31.2
|
Certification
of Principal Accounting Officer pursuant to Section 302
|
*32.1
|
Certification
of Principal Executive Officer pursuant to Section 1350
|
*32.2
|
Certification
of Principal Accounting Officer pursuant to Section
1350
|
Blast
Energy Services, Inc.
|
|
By:
|
/s/ DAVID
M.
ADAMS,
COO
|
|
David
M. Adams
Chief
Operating Officer
Principal
Executive Officer
|
By:
|
/s/ JOHN
O’KEEFE,
CFO
|
|
John
O’Keefe
Chief
Financial Officer
Principal
Accounting Officer
|