cei_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

☐	TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number: 000-29219

CAMBER ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-2660243
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

15915 Katy Freeway, Suite 450

Houston, TX 77094 (Address of principal executive offices)

(281) 404 4387

(Registrant’s telephone number, including area code)

____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	CEI	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 16, 2022, the registrant had 414,290,116 shares of common stock outstanding.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A amends the registrant’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2021, as filed with the Securities and Exchange Commission by the registrant on May 20, 2022. This Amendment is filed solely to include the XBRL Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. No other items are being amended and this Amendment does not reflect any events occurring after the filing of the original Quarterly Report on Form 10-Q for the period ending June 30, 2021.

CAMBER ENERGY, INC.

	Part I – Financial Information

Item 1	Financial Statements
	Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited)	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2021 and 2020 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4	Controls and Procedures	43

	Part II – Other Information

Item 1	Legal Proceedings	44
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3	Defaults Upon Senior Securities	44
Item 4	Mine Safety Disclosures	44
Item 5	Other Information	44
Item 6	Exhibits	45

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CAMBER ENERGY, INC.

Consolidated Balance Sheets (unaudited)

	June 30,			December 31,
	2021			2020

ASSETS

Current assets
Cash	$	2,053,074		$	868,548
Accounts receivable - oil and gas - net		-			7,077
Prepaid expenses		227,333			34,211
Total current assets		2,280,407			909,836

Oil and gas properties, full cost method
Proved developed producing oil and gas properties, net		72,512			74,877
Total oil and gas properties, net		72,512			74,877

Equity method investment		22,652,026			15,830,538

TOTAL ASSETS	$	25,004,945		$	16,815,251

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable	$	1,391,301		$	996,382
Accrued expenses and other current liabilities		1,235,345			67,397
Current taxes payable		3,000			3,000
Derivative liability		32,272,761			93,981,234
Total current liabilities		34,902,407			95,048,013

Long-term debt - net of current portion		20,500,000			18,000,000
Asset retirement obligation		51,935			46,748

TOTAL LIABILITIES		55,454,342			113,094,761

Commitments and contingencies (Note 11)

TEMPORARY EQUITY
Preferred Stock Series C, 2,093 shares issued and outstanding as of December 31, 2020, liquidation preference of $72,135,245.		-			5,946,052

STOCKHOLDERS' DEFICIT
Preferred stock, Series C, 5,000 shares authorized of $0.001 par value, 3,806 shares issued and outstanding as of June 30, 2021, liquidation preference of $131,173,790		4			-
Common stock, 250,000,000 shares authorized of $0.001 par value, 84,955,966 and 25,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020		84,956			25,000
Additional paid-in-capital		263,018,169			209,362,384
Accumulated Deficit		(293,552,526	)		(311,612,946	)

TOTAL STOCKHOLDERS' DEFICIT		(30,449,397	)		(102,225,562	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	25,004,945		$	16,815,251

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CAMBER ENERGY, INC.

Consolidated Statements of Operations (Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2021			2020			2021			2020

Revenue
Oil and gas sales	$	97,238		$	33,689		$	162,891		$	122,588

Operating expenses
Lease operating costs		31,375			70,640			59,479			169,055
General and administrative		980,396			686,663			1,852,995			2,014,685
Stock based compensation		307,213			-			1,328,005			163,000
Depreciation, depletion, amortization and accretion		2,509			2,295			7,552			7,500

Total operating expenses		1,321,493			759,598			3,248,031			2,354,240

Loss from operations		(1,224,255	)		(725,909	)		(3,085,140	)		(2,231,652	)

Other income (expense)
Interest expense		(498,875	)		-			(942,711	)		-
Equity (deficit) in earnings of unconsolidated entity		(6,206,605	)		(1,083,355	)		(12,078,513	)		(126,186	)
Gain (loss) on derivative liability		70,767,848			(12,039,430	)		34,166,784			(19,586,317	)
Interest and other income		-			214,632			-			305,147
Other expenses		-			-			-			-

Total other income (expense)		64,062,368			(12,908,153	)		21,145,560			(19,407,356	)

Net income (loss) before income taxes		62,838,113			(13,634,062	)		18,060,420			(21,639,008	)
Income tax benefit (expense)					-						-

Net income (loss) attributable to Camber Energy, Inc.		62,838,113			(13,634,062	)		18,060,420			(21,639,008	)
Less preferred dividends					(2,217,671	)		(6,676,994	)		(3,871,849	)

Net income (loss) attributable to common stockholders	$	62,838,113		$	(15,851,733	)	$	11,383,426		$	(25,510,857	)

Income (loss) per weighted average Number of common shares outstanding - basic and diluted	$	1.19		$	(2.08	)	$	0.28		$	(4.04	)

Weighted average number of common shares outstanding
Basic and Diluted		52,911,280			7,617,580			40,786,921			6,307,192

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CAMBER ENERGY, INC.

Consolidated Statements of Cash Flows (Unaudited)

	Six months ended
	June 30,
	2021			2020

Cash flows from operating activities:

Net loss	$	18,060,420		$	(21,639,008	)

Adjustments to reconcile net loss to cash provided (used) by operating activities
Stock-based compensation		1,328,005			163,000
Depreciation, depletion, amortization and accretion		7,552			7,500
Change in fair value of derivative liability		(34,166,784	)		19,586,317
(Equity) deficit in earnings of unconsolidated entity		12,078,513			126,186
Changes in operating assets and liabilities
Accounts receivable		7,077			(103,866	)
Prepaid expenses and other assets		(193,122	)		(247,973	)
Accounts payable and accrued expenses		1,562,865			(240,521	)

Net cash provided (used ) in operating activities		(1,315,474	)		(2,348,365	)

Cash flows from investing activities:
Cash paid for issuance of notes receivable					(9,200,000	)

Net cash provided (used) in investing activities		-			(9,200,000	)

Cash flows from financing activities:
Proceeds from issuance of Series C Preferred Stock		-			11,000,000
Proceeds from long-term debt		2,500,000			-

Net cash provided (used) in financing activities		2,500,000			11,000,000

Net increase (decrease) in cash		1,184,526			(548,365	)
Cash, beginning of period		868,548			2,253,739

Cash, end of period	$	2,053,074		$	1,705,374

Supplemental Cash Flow Information
Cash paid for:
Interest	$	2,848		$	-
Taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CAMBER ENERGY, INC.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Six Months Ended June 30, 2021 and 2020

Series C

Series E

Series F

Series B

Series C

Preferred Stock

Common Stock

Total

Number

Additional

Stockholders'

Of Shares

Amount

Of Shares

Amount

Of Shares

Amount

Of Shares

Amount

Of Shares

Amount

Of Shares

Amount

Paid In

Capital

Accumulated

Deficit

(Deficit) Equity

SEC Form 10-Q/A filed by Camber Energy Inc. (Amendment)