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As
filed with the Securities and Exchange Commission on December 21,
2005
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K/A
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AMENDMENT
NO. 3 TO
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
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May
6, 2005
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Tri-Valley
Corporation
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-31852
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84-0617433
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5555
Business Park South, Suite 200
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Bakersfield,
California 93309
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(Address
of principal executive office)
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Issuer's
telephone number: 661-864-0500
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Section
2
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Item
2.01 Completion of Acquisition or Disposition of
Assets
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Acquisition
of Pleasant Valley Energy Corporation
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On
May 6, 2005, Tri-Valley Corporation completed the acquisition of
Pleasant
Valley Energy Corporation, a recently formed corporation. The acquisition
was accomplished by means of a merger of Pleasant Valley Energy into
a
new, wholly owned subsidiary of Tri-Valley which was created for
the
purpose of completing the merger. After the merger, Pleasant Valley
Energy
continues its existence as a wholly owned subsidiary of
Tri-Valley.
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The
consideration for the merger consisted of 200,000 shares of Tri-Valley
common stock, which was exchanged for all of the outstanding equity
securities of Pleasant Valley. The closing market price of Tri-Valley's
common stock on the American Stock Exchange on May 6, the date of
the
merger, was $12.32 per share. In addition, on the closing date,
Tri-Valley, through Pleasant Valley, paid $500,000 to the sole shareholder
of Petrawest as consideration for assignment to Pleasant Valley of
a net
profits interest in certain oil and gas properties.
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Prior
to the merger, Pleasant Valley Energy was a wholly owned subsidiary
of
Petrawest Ltd., a Nevada limited liability company. Prior to the
merger,
neither Petrawest nor any of its officers, directors or shareholders
had
any relationship with Tri-Valley or any of its officers, directors
or
shareholders, and the merger terms and consideration were determined
in
arms' length negotiations between the parties.
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Pleasant
Valley's sole business is to own non-producing oil and gas properties
in
California that Tri-Valley intends to develop. It has no employees
and no
operations. Tri-Valley acquired the company in order to develop Pleasant
Valley's properties. Under the terms of an assignment of oil and
gas
leases to Pleasant Valley by Petrawest, Pleasant Valley has agreed
to
invest at least $5,000,000 over the next two years in oil and gas
operations on the property assigned to Pleasant Valley by Petrawest.
Tri-Valley expects that any funds to be used by Pleasant Valley to
fulfill
its operating expenditure commitment will come from investments by
Tri-Valley or Tri-Valley's venture partners.
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Tri-Valley
is attempting to acquire additional oil and gas leases in the area
of
interest where Pleasant Valley's properties are located, and therefore
Tri-Valley has not released any information on the location or other
characteristics of Pleasant Valley's properties.
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In
connection with the merger, Tri-Valley has entered into a consulting
agreement with the owner of Petrawest. The consulting agreement provides
for Tri-Valley to pay a total of $75,000 to the consultant for services
over an 18 month period.
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The
shares of Tri-Valley's common stock that were issued to Petrawest
in the
exchange offer are all restricted securities as that term is defined
in
Rule 144 of the Securities and Exchange Commission. These shares
were
issued in reliance on the exemption from securities registration
requirements contained in Section 4(2) of the Securities Act of
1933.
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(c) Exhibits
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99.1
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Tri-Valley
Corporation and Pleasant Valley Energy Corporation - Financial Statements
with Independent Auditor's Report - Year Ended December 31,
2004
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Signatures
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Tri-Valley
Corporation
/s/
Arthur M.
Evans
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Date:
December 21, 2005
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Arthur
M. Evans, Chief Financial Officer
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EXHIBIT
99.1
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TRI-VALLEY
CORPORATION
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PLEASANT
VALLEY ENERGY CORPORATION
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FINANCIAL
STATEMENTS
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WITH
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INDEPENDENT
AUDITOR'S REPORT
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YEAR
ENDED DECEMBER 31, 2004
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TRI-VALLEY
CORPORATION
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PLEASANT
VALLEY ENERGY CORPORATION
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DECEMBER
31, 2004
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TABLE
OF CONTENTS
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Page
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Independent
Auditor's Report
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1
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Balance
Sheet
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2
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Notes
to Financial Statements
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3
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Supplementary
Information
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Unaudited
Pro Forma Consolidated Balance Sheet - December 31, 2004
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5
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Unaudited
Pro Forma Consolidated Statement of Operations - December 31,
2004
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6
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Unaudited
Pro Forma Consolidated Balance Sheet - March 31, 2005
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7
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Unaudited
Pro Forma Consolidated Statement of Operations - March 31,
2005
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8
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Notes
to Supplementary Information
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9
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Brown
Armstrong Paulden
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McCown
Starbuck & Keeter
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Certified
Public Accountants
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Main
Office
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4200
Truston Ave., Suite 300
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Bakersfield,
California 93309
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Tel
661.324.4971 Fax 661.324.4997
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Emai:
barrinfor@bacpas.com
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Shafter
Office
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560
Central Avenue
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Shafter,
California 93263
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Tel
661.746.2145 Fax 661.746.1218
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INDEPENDENT
AUDITOR'S REPORT
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To
the Board of Directors and Stockholders of
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Tri-Valley
Corporation
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Bakersfield,
California
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We
have audited the accompanying balance sheet of Pleasant Valley Energy
Corporation, as described in Note 1, for the year ended December
31, 2004.
These financial statements are the responsibility of management.
Our
responsibility is to express an opinion on the balance sheet based
on our
audit.
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We
conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require
that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for
our opinion.
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In
our opinion, the balance sheet referred to above presents fairly,
in all
material respects, the financial position of Pleasant Valley Energy
Corporation, for the year ended December 31, 2004, in conformity
with
accounting principles generally accepted in the United States of
America.
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BROWN
ARMSTRONG PAULDEN
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McCOWN
STARBUCK & KEETER
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ACCOUNTANCY
CORPORATION
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Bakersfield,
California
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July
13, 2005
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1
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MEMBER
of SEC Practice Section of the American Institute of Certified Public
Accountants
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PLEASANT
VALLEY ENERGY CORPORATION
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BALANCE
SHEET
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YEAR
ENDED DECEMBER 31, 2004
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Three
Months
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Ended
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Year
Ended
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March
31, 2005
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December
31,
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(Unaudited)
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2004
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Assets
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Oil
and Gas Leases
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$ 27,000
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$ 27,000
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Total
Assets
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$ 27,000
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$ 27,000
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Liabilities
and Shareholders' Equity
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Equity
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$ 27,000
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$ 27,000
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Total
Liabilities and Shareholders' Equity
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$ 27,000
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$ 27,000
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See
accompanying notes to this financial statement
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2
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TRI-VALLEY
CORPORATION
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PLEASANT
VALLEY ENERGY CORPORATION
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NOTES
TO FINANCIAL STATEMENTS
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DECEMBER
31, 2004
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NOTE
1 - THE
PROPERTIES
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The
accompanying balance sheet represents the financial position attributable
to the properties acquired by the Company from Pleasant Valley Energy
Corporation (PVCO). Tri-Valley acquired the properties for approximately
$1.7 million with an effective date of May 7, 2005. At the time of
purchase, PVCO had not developed the property and all reserve estimates
on
the property are undeveloped. The Company intends to use the property
for
exploration, development and production of oil. The acquired properties
and their related operations are included in Tri-Valley's financial
statements from the date of closing.
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NOTE
2 - BASIS
OF PRESENTATION
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The
historical financial statements reflecting the results of operations
and
cash flows required by accounting principles generally accepted in
the
United States of America are not presented, since such information
is
neither readily available on an individual property basis nor meaningful
for the properties acquired because the entire acquisition cost is
being
assigned to oil and gas properties. Furthermore, the Company omitted
the
statements of revenues and direct operating expenditures as the property
purchased was non-producing and has not yet been developed.
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NOTE
3 - CONTINGENT
LIABILITIES
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Given
the nature of the properties acquired and as stipulated in the purchase
agreement, Tri-Valley is subject to loss contingencies, if any, pursuant
to existing or expected environmental laws, regulations and leases
covering the acquired properties.
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SUPPLEMENTARY
INFORMATION
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TRI-VALLEY
CORPORATION
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UNAUDITED
PRO FORMA CONSOLIDATED BALANCE SHEET
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DECEMBER
31, 2004
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Tri-Valley
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Historical
|
Adjustments
|
Pro
Forma
|
|
Assets
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Current
Assets
|
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Cash
|
$ 11,812,920
|
$ -
|
$ 11,812,920
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Accounts
Receivable, Trade
|
192,008
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-
|
192,008
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Advance
Receivable
|
150,000
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-
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150,000
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Prepaid
Expenses
|
96,056
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-
|
96,056
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Total
Current Assets
|
12,250,984
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-
|
12,250,984
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Property
and Equipment, Net
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Proved
Properties
|
131,382
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1,656,000
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A 1,787,382
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Unproved
Properties
|
1,381,667
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-
|
1,381,667
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Other
Property and Equipment
|
265,159
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-
|
265,159
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Total
Property and Equipment, Net
|
1,778,208
|
1,656,000
|
3,434,208
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Other
Assets
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Deposits
|
200,407
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-
|
200,407
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Investments
in Partnerships
|
17,400
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-
|
17,400
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|
Goodwill
|
212,414
|
-
|
212,414
|
|
Other
|
13,913
|
-
|
13,913
|
|
|
|
|
|
|
Total
Other Assets
|
444,134
|
-
|
444,134
|
|
|
|
|
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|
Total
Assets
|
$ 14,473,326
|
$ 1,656,000
|
$ 16,129,326
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Notes
Payable
|
$ 9,985
|
$ -
|
$ 9,985
|
|
Accounts
Payable and Accrued Expenses
|
1,237,848
|
-
|
1,237,848
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|
Amounts
Payable to Joint Venture Participants
|
100,115
|
-
|
100,115
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|
Advances
from Joint Venture Participants, Net
|
6,321,676
|
-
|
6,321,676
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|
|
|
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Total
Current Liabilities
|
7,669,624
|
-
|
7,669,624
|
|
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Non-Current
Liabilities
|
|
|
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|
Long-Term
Portion of Notes Payable
|
6,799
|
-
|
6,799
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|
|
|
|
|
Total
Liabilities
|
7,676,423
|
-
|
7,676,423
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
Common
Stock, $.001 Par Value; 100,000,000
|
|
|
|
|
Shares
Authorized; 21,836,052 Issued and
|
|
|
|
|
Outstanding
at December 31, 2004
|
21,836
|
200
|
B 22,036
|
|
Less:
Common Stock in Treasury, at Cost,
|
|
|
|
|
100,025
Shares at December 31, 2004
|
(13,370)
|
-
|
(13,370)
|
|
Subscription
Receivable
|
(750)
|
-
|
(750)
|
|
Capital
in Excess of Par Value
|
15,125,607
|
1,655,800
|
B 16,781,407
|
|
Accumulated
Deficit
|
(8,336,420)
|
-
|
(8,336,420)
|
|
|
|
|
|
|
Total
Shareholders' Equity
|
6,796,903
|
1,656,000
|
8,452,903
|
|
|
|
|
|
|
Total
Liabilities and Shareholders' Equity
|
$ 14,473,326
|
$ 1,656,000
|
$ 16,129,326
|
|
|
5
|
|
|
|
TRI-VALLEY
CORPORATION
|
|
UNAUDITED
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
|
|
FOR
THE YEAR ENDED DECEMBER 31, 2004
|
|
|
|
|
|
|
Tri-Valley
|
|
|
|
|
Historical
|
Adjustments
|
Pro
Forma
|
|
Revenues
|
|
|
|
|
Sale
of Oil and Gas
|
$ 799,474
|
$ -
|
$ 799,474
|
|
Royalty
Income
|
674
|
-
|
674
|
|
Partnership
Income
|
30,000
|
-
|
30,000
|
|
Interest
Income
|
45,990
|
-
|
45,990
|
|
Sale
of Oil and Gas Prospects
|
3,559,500
|
-
|
3,559,500
|
|
Other
Income
|
63,032
|
-
|
63,032
|
|
|
|
|
|
|
Total
Revenues
|
4,498,670
|
-
|
4,498,670
|
|
|
|
|
|
|
Costs
and Expenses
|
|
|
|
|
Mining
Exploration Costs
|
1,029,898
|
-
|
1,029,898
|
|
Oil
and Gas Leases
|
144,101
|
-
|
144,101
|
|
Cost
of Oil and Gas Prospects Sold
|
2,224,793
|
-
|
2,224,793
|
|
General
and Administrative
|
2,103,457
|
-
|
2,103,457
|
|
Depreciation,
Depletion and Amortization
|
21,699
|
-
|
21,699
|
|
Interest
|
33,332
|
-
|
33,332
|
|
Impairment
of Acquisition Costs
|
112,395
|
-
|
112,395
|
|
|
|
|
|
|
Total
Costs and Expenses
|
5,669,675
|
-
|
5,669,675
|
|
|
|
|
|
|
Net
Loss Before Income Taxes
|
(1,171,005)
|
-
|
(1,171,005)
|
|
|
|
|
|
|
Tax
Provision
|
-
|
-
|
-
|
|
|
|
|
|
|
Net
Loss
|
$ (1,171,005)
|
$ -
|
$ (1,171,005)
|
|
|
|
|
|
|
Basis
and Diluted Earnings (Loss) per Common
|
|
|
|
|
Share
and Common Equivalent Share
|
$ (0.06)
|
|
$ (0.06)
|
|
|
|
|
|
|
Weighted
Average Number of Shares Outstanding
|
20,507,342
|
|
20,507,342
|
|
|
|
|
|
|
|
|
6
|
|
|
|
TRI-VALLEY
CORPORATION
|
|
UNAUDITED
PRO FORMA CONSOLIDATED BALANCE SHEET
|
|
MARCH
31, 2005
|
|
|
|
|
Tri-Valley
|
|
|
|
|
Historical
|
Adjustments
|
Pro
Forma
|
|
Assets
|
|
|
|
|
Current
Assets
|
|
|
|
|
Cash
|
$ 15,375,883
|
$ -
|
$ 15,375,883
|
|
Accounts
Receivable, Trade
|
413,211
|
-
|
413,211
|
|
Advance
Receivable
|
-
|
-
|
-
|
|
Note
Receivable
|
1,100,000
|
-
|
1,100,000
|
|
Prepaid
Expenses
|
86,029
|
-
|
86,029
|
|
|
|
|
|
|
Total
Current Assets
|
16,975,123
|
-
|
16,975,123
|
|
|
|
|
|
|
Total
Property and Equipment, Net
|
2,665,665
|
1,656,000
|
4,321,665
|
|
|
|
|
|
|
Other
Assets
|
|
|
|
|
Deposits
|
457,566
|
-
|
457,566
|
|
Investments
in Partnerships
|
17,400
|
-
|
17,400
|
|
Goodwill
|
212,414
|
-
|
212,414
|
|
Other
|
13,913
|
-
|
13,913
|
|
|
|
|
|
|
Total
Other Assets
|
701,293
|
-
|
701,293
|
|
|
|
|
|
|
Total
Assets
|
$ 20,342,081
|
$ 1,656,000
|
$ 21,998,081
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Notes
Payable
|
$ 1,025
|
$ -
|
$ 1,025
|
|
Accounts
Payable and Accrued Expenses
|
1,248,414
|
-
|
1,248,414
|
|
Amounts
Payable to Joint Venture Participants
|
158,838
|
-
|
158,838
|
|
Advances
from Joint Venture Participants, Net
|
12,373,861
|
-
|
12,373,861
|
|
|
|
|
|
|
Total
Current Liabilities
|
13,782,138
|
-
|
13,782,138
|
|
|
|
|
|
|
Non-Current
Liabilities
|
|
|
|
|
Long-Term
Portion of Notes Payable
|
13,800
|
-
|
13,800
|
|
|
|
|
|
|
Total
Liabilities
|
13,795,938
|
-
|
13,795,938
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
Common
Stock, $.001 Par Value; 100,000,000
|
|
|
|
|
Share Authorized; 22,247,052 Issued and
|
|
|
|
|
Outstanding at March 31, 2005
|
22,247
|
200
|
B 22,447
|
|
Less: Common Stock in Treasury, at Cost,
|
|
|
|
|
100,025 Shares at March 31, 2005
|
(13,370)
|
-
|
(13,370)
|
|
Subscription Receivable
|
-
|
-
|
-
|
|
Capital in Excess of Par Value
|
18,248,797
|
1,655,800
|
B 19,904,597
|
|
Accumulated Deficit
|
(11,711,531)
|
-
|
(11,711,531)
|
|
|
|
|
|
|
Total
Shareholders' Equity
|
6,546,143
|
1,656,000
|
8,202,143
|
|
|
|
|
|
|
Total
Liabilities and Shareholders' Equity
|
$ 20,342,081
|
$ 1,656,000
|
$ 21,998,081
|
|
|
7
|
|
|
|
TRI-VALLEY
CORPORATION
|
|
UNAUDITED
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
|
|
FOR
THE THREE MONTHS ENDED MARCH 31, 2005
|
|
|
|
|
Tri-Valley
|
|
|
|
|
Historical
|
Adjustments
|
Pro
Forma
|
|
Revenues
|
|
|
|
|
Sale
of Oil and Gas
|
$ 169,126
|
$ -
|
$ 169,126
|
|
Royalty
Income
|
-
|
-
|
-
|
|
Partnership
Income
|
-
|
-
|
-
|
|
Interest
Income
|
23,333
|
-
|
23,333
|
|
Sale
of Oil and Gas Prospects
|
-
|
-
|
-
|
|
Other
Income
|
9,649
|
-
|
9,649
|
|
|
|
|
|
|
Total
Revenues
|
202,108
|
-
|
202,108
|
|
|
|
|
|
|
Costs
and Expenses
|
|
|
|
|
Mining
Exploration Costs
|
2,198,246
|
-
|
2,198,246
|
|
Oil
and Gas Leases
|
20,215
|
-
|
20,215
|
|
Project
Geology, Geophysics, Land and Administration
|
192,407
|
-
|
192,407
|
|
General
and Administrative
|
1,146,628
|
-
|
1,146,628
|
|
Depreciation,
Depletion and Amortization
|
19,376
|
-
|
19,376
|
|
Interest
|
347
|
-
|
347
|
|
Impairment
of Acquisition Costs
|
-
|
|
-
|
|
|
|
|
|
|
Total
Costs and Expenses
|
3,577,219
|
-
|
3,577,219
|
|
|
|
|
|
|
Net
Loss Before Income Taxes
|
(3,375,111)
|
-
|
(3,375,111)
|
|
|
|
|
|
|
Tax
Provision
|
-
|
-
|
-
|
|
|
|
|
|
|
Net
Loss
|
$ (3,375,111)
|
$ -
|
$ (3,375,111)
|
|
|
|
|
|
|
Basis
and Diluted Loss per Common Share
|
|
|
|
|
and
Common Equivalent Share
|
$ (0.15)
|
|
$ (0.15)
|
|
|
|
|
|
|
Weighted
Average Number of Shares Outstanding
|
22,123,363
|
|
22,143,363
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
TRI-VALLEY
CORPORATION
|
|
NOTES
TO SUPPLEMENTARY INFORMATION
|
|
DECEMBER
31, 2004
|
|
|
|
|
|
NOTE
1 - BASIS
OF PRESENTATION
|
|
|
|
The
accompanying unaudited pro forma balance sheets and statements of
operations for the year ended December 31, 2004 and the three months
ended
March 31, 2005 present the operating results of the Company as if
the
acquisition had
occurred at the beginning of each respective period. The pro forma
results
are based on the Company's historical balance sheet and statement
of
operations for each period presented. The unaudited pro forma statements
may not be indicative of the results that actually would have occurred
if
the acquisition had been effective during the prior periods presented
or
of any future results. The pro forma financial statements should
be
reviewed in conjunction with the Company's historical financial statements
for the respective periods.
|
|
|
|
|
|
NOTE
2 - PRO
FORMA ADJUSTMENTS
|
|
|
|
The
accompanying unaudited pro forma balance and statement of operations
for
the year ended December 31, 2004 and the quarter ended March 31,
2005
reflect the following adjustments.
|
|
A)
|
To
record the acquisition of properties based on the purchase price
paid for
the acquired properties.
|
|
|
|
|
B)
|
To
record shares of Pleasant Valley Energy Corporation that were converted
into Tri-Valley common stock. The Company issued 10 shares for every
share
of Pleasant Valley common stock. This resulted in a $200 dollar increase
in par value and a $1,655,800 increase in additional paid in
capital.
|
|
|
|
|
|
9
|