SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K


(Mark One)


T
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended December 31, 2010





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





For the transition period from to





Commission File No. 1-32955





HOUSTON AMERICAN ENERGY CORP.





(Exact name of registrant specified in its charter)





Delaware
76-0675953(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





801 Travis Street, Suite 1425, Houston, Texas 77002


(Address of principal executive offices)(Zip code)





Issuer’s telephone number, including area code: (713) 222-6966


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





Title of each class

Name of each exchange on which each is registeredCommon Stock, $0.001 par value

NYSE AMEX





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





None


(Title of Class)





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





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





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 T  No  ̈





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





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. T





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





Large accelerated filer  ̈ Accelerated filer T Non-accelerated filer  ̈ Smaller reporting company  ̈





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





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2010, based on the closing sales price of the registrant’s common stock on that date, was approximately $153.5 million. Shares of common stock held by each current executive officer and director and by each person known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates.





The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of March 15, 2011 was 31,112,673.





DOCUMENTS INCORPORATED BY REFERENCE





Portions of the Company’s Proxy Statement for its 2011 Annual Meeting are incorporated by reference into Part III of this Report.










TABLE OF CONTENTS





PagePART IItem 1.
Business
3Item 1A.
Risk Factors
15Item 1B.
Unresolved Staff Comments
25Item 2.
Properties
25Item 3.
Legal Proceedings
25Item 4.
(Removed and Reserved)
25PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
26Item 6.
Selected Financial Data
28Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
39Item 8.
Financial Statements and Supplementary Data
39Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
39Item 9A.
Controls and Procedures
40Item 9B.
Other Information
40PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
41Item 11.
Executive Compensation
41Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
41Item 13.
Certain Relationships and Related Transactions, and Director Independence
41Item 14.
Principal Accountant Fees and Services
41PART IVItem 15.
Exhibits and Financial Statement Schedules
42SIGNATURES
43


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FORWARD-LOOKING STATEMENTS





This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forwarding-looking statements include without limitation statements regarding our expectations and beliefs about the market and industry, our goals, plans, and expectations regarding our properties and drilling activities and results, our intentions and strategies regarding future acquisitions and sales of properties, our intentions and strategies regarding the formation of strategic relationships, our beliefs regarding the future success of our properties, our expectations and beliefs regarding competition, competitors, the basis of competition and our ability to compete, our beliefs and expectations regarding our ability to hire and retain personnel, our beliefs regarding period to period results of operations, our expectations regarding revenues, our expectations regarding future growth and financial performance, our beliefs and expectations regarding the adequacy of our facilities, and our beliefs and expectations regarding our financial position, ability to finance operations and growth and the amount of financing necessary to support operations. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially. See “Item 1A. Risk Factors” for a discussion of certain risk factors. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report on Form 10-K.





As used in this annual report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “Houston American” refer to Houston American Energy Corp., a Delaware corporation.





PART I





Item 1.
Business





General





Houston American Energy Corp. is an independent oil and gas exploration and production company. Our oil and gas exploration and production activities are focused on development of concessions in the South American country of Colombia and development of properties in the U.S. onshore Gulf Coast Region, principally Texas and Louisiana. We seek to utilize the contacts and experience of our executive officers, particularly John F. Terwilliger and James Jacobs, to identify favorable drilling opportunities, to use advanced seismic techniques to define prospects and to form partnerships and joint ventures to spread the cost and risks to us of drilling.





Sale of Interests in Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC





During the fourth quarter of 2010, Hupecol Dorotea & Cabiona Holdings, LLC (“Hupecol D&C Holdings”) sold all of its interest in Hupecol Dorotea and Cabiona, LLC (“HDC, LLC”), and Hupecol Llanos Holdings, LLC (“Hupecol Llanos Holdings”) sold all of its interest in Hupecol Llanos, LLC (“HL, LLC”). We hold a 12.5% ownership interest in each of Hupecol D&C Holdings and Hupecol Llanos Holdings and, prior to the sale, held indirect interests in identical amounts in HDC, LLC and HL, LLC. HDC, LLC and HL, LLC hold interests in the Dorotea, Cabiona, Leona and Las Garzas blocks, and related assets, in Colombia.





The Dorotea, Cabiona, Leona and Las Garzas blocks cover an aggregate of approximately 310,730 gross acres. At December 31, 2009, the estimated proved reserves associated with the blocks totaled 1,178,576 barrels of oil, which represented 96.9% of our estimated proved oil and natural gas reserves.





As a result of the sale, we received net proceeds, after deduction of fees and expenses of the transaction of $29,359,463 before escrow holdbacks, realized a gain on the sale of $25,397,048 and eliminated from oil and gas properties costs subject to amortization associated with the underlying assets totaling $3,989,236. Production from the Dorotea, Cabiona, Leona and Las Garzas blocks accounted for $18,880,299, $7,936,673 and $7,206,439 of our revenues during 2010, 2009 and 2008, respectively.


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Fifteen percent of the sales price was held in escrow pursuant to the Purchase and Sales Agreement to fund potential claims arising from the sale with escrowed amounts to be released over a three year period based on amounts remaining in escrow after claims. In addition to the fifteen percent escrowed, Hupecol withheld 5% of the proceeds in escrow for any contingencies that may arise, and it is expected that the Company will receive the 5% withheld by Hupecol in 2011. The Company is not aware of any claims that would reduce the escrow amounts as of December 31, 2010. Our proportionate interest in the sales proceeds deposited into escrow totaled $7,069,810. Following completion of the sale of HDC, LLC and HL, LLC, we have no continuing interest in the Dorotea, Cabiona, Leona and Las Garzas blocks.





Exploration Projects





Our exploration projects are focused on existing property interests, and future acquisition of additional property interests, in South America, particularly Colombia, and in the onshore Texas Gulf Coast region and Louisiana.





Each of our exploration projects differs in scope and character and consists of one or more types of assets, such as 3-D seismic data, leasehold positions, lease options, working interests in leases, partnership or limited liability company interests or other mineral rights. Our percentage interest in each exploration project (“Project Interest”) represents the portion of the interest in the exploration project we share with other project partners. Because each exploration project consists of a bundle of assets that may or may not include a working interest in the project, our Project Interest simply represents our proportional ownership in the bundle of assets that constitute the exploration project. Therefore, our Project Interest in an exploration project should not be confused with the working interest that we will own when a given well is drilled. Each exploration project represents a negotiated transaction between the project partners. Our working interest may be higher or lower than our Project Interest.





The following table sets forth information relating to our principal exploration projects as of December 31, 2010:





Net acreage


Average working interest %


Net producing wells


Net proved reserves

(boe)


2010 Net ProductionOil(1)

(bbls)


Natural Gas

(mcf)Oklahoma


4



2.36
%


0.0236



378



-



727Louisiana


1,776



37.00
%


0.0988



17,608



1,002



14,474Texas


42



3.81
%


0.0788



1,727



538



2,597Total U.S.


1,822



36.16
%


0.2011



19,713



1,540



17,798Colombia


179,978



30.41
%


0.1280



61,150



206,239



-Total


181,800



30.47
%


0.3291



80,863



261,779



17,798





(1)
Net oil production reflects our total production for 2010, including production from the Dorotea, Cabiona, Leona and Las Garzas prospects that were divested during 2010. Oil production during 2010 attributable to prospects held at December 31, 2010 totaled 67,161 barrels.





- United States Properties:





In the United States, our properties and operations are principally located in the on-shore Gulf Coast region of Louisiana and Texas.





Louisiana Properties





Our principal producing and exploration properties in Louisiana consist of the following:





•
East Baton Rouge Parish— we hold a 37.55% working interest in the Profit Island and North Profit Island prospects, covering 4,670 gross acres in East Baton Rouge Parish, Louisiana. In addition, we hold a 7.29% royalty interest in 2,485 royalty acres, as well as a 5.675% royalty interest in the Crown Paper #01 well.


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•
Plaquemines Parish— we hold a 1.80% working interest in the SL 180771 well and prospect which covers 300 gross acres. We have no present plans to drill additional wells on the SL 180771 Prospect.





•
Vermilion Parish— we hold a 2.25% working interest in the 830 acre La Furs, Inc. F-16 well and prospect. We have no present plans to drill additional wells on the La Furs Prospect.





In addition to the foregoing, we hold interests in the following properties in Louisiana: the 620-acre Crowley Prospect in Acadia Parish, in which we hold a 0.15% overriding royalty interest. We have no present plans to conduct drilling on the Crowley prospect.





Texas Properties





Our principal exploration properties in Texas consist of the following:





•
Jim Hogg County — we hold a 4.375% working interest in the 340 acre Hog Heaven Prospect in Jim Hogg County, Texas. At December 31, 2010, the Hog Heaven Prospect produced from a single 6,200-foot well. We have no present plans to drill additional wells on the Hog Heaven Prospect.





•
Matagorda Country — we hold a 3.50% working interest in the 779 acre Harrison Prospect in Matagorda County, Texas. We have no present plans to drill additional wells on the Harrison Prospect.





Our exploration properties in Texas at December 31, 2010 reflect our sale, during 2010, of a 2.5% working interest and our 1.25% of 8/8s overriding royalty interest ("ORRI") in 6000+ gross acres in Karnes County, Texas and our right to a 1.25% overriding royalty interest in an Area of Mutual Interest ("AMI") covering approximately 50,000 gross acres in Karnes County, Texas.





- Colombian Properties:





We hold interests in multiple prospects in Colombia covering 825,657 gross acres. The majority of our holdings in Colombia are located within the Llanos and the Caguan Putumayo Basins. We identify our Colombian prospects by the prospect operator and concessions operated.





The following table sets forth information relating to our interests in prospects in Colombia at December 31, 2010:





Property

Operator

Ownership Interest


Total Gross Acres


Total Gross Developed Acres


Gross Productive WellsLa Cuerva Contract

Hupecol


1.6
%


48,000



5,120



8LLA 62

Hupecol


1.6
%


40,000



—



—Los Picachos TEA

Hupecol


12.5
%


86,235



—



—Macaya TEA

Hupecol


12.5
%


195,201



—



—CPO 4 Block

SK Energy


37.5
%


345,452



—



—Serrania Block

Shona Energy


12.5
%


110,769



—



—Total








825,657



5,120



8





Hupecol Prospects





At December 31, 2010 we held interests in two concessions and two Technical Evaluation Areas (“TEA”) operated by Hupecol. The two concessions are located in the Llanos Basin of Colombia and the TEAs are located in the Caguan Putumayo Basin of Colombia. The concessions and TEAs cover an aggregate area of 369,436 acres.


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At December 31, 2010, one of the Hupecol concessions had production and we had interests in 8 gross wells (0.128 net wells) operated by Hupecol. Our net daily production during December 2010 from interests operated by Hupecol was approximately 23 barrels of oil (no natural gas) per day. Well depths range from 3,000 feet to 4,000 feet.





Our interest in each of the described concessions in Colombia is held through an interest in Hupecol, LLC and affiliated entities.





Our working interest in each of the concessions is subject to an escalating royalty ranging from 8% to 20% depending upon production volumes and pricing and an additional 6% to 10% per concession when 5,000,000 barrels of oil have been produced on that concession.





The concessions and TEAs operated by Hupecol at December 31, 2010 reflect the sale in December 2010 of Hupecol related entities that held four concessions covering 310,730 acres. See “Sale of Interests in Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC.”





For 2011, Hupecol has advised us that they plan to drill 10 additional wells on the La Cuerva concession.





SK Energy Prospect





Pursuant to two Farmout Agreements and a Joint Operating Agreement, we hold an interest in the 345,452 acre CPO 4 Block located in the Western Llanos Basin and operated by SK Energy Co. LTD. Under the Joint Operating Agreement, effective retroactive to May 31, 2009, SK acts as operator of the CPO 4 Block. Under the original Farmout Agreement, entered in 2009, we agreed to pay 25.0% of all past and future cost related to the CPO 4 block, as well as an additional 12.5% of the Seismic Acquisition Costs incurred during the Phase 1 Work Program, for which we received a 25.0% interest in the CPO 4 Block. Under a second Farmout Agreement, entered in 2010 and effective July 31, 2010, we acquired from SK an additional 12.5% interest in the CPO 4 Block and we agreed to pay our proportionate interest in ongoing costs plus 12.5% of certain defined costs relating to the development of the CPO 4 Block and 25% of seismic acquisition costs incurred with respect to the Phase 1 cost of the CPO 4 Block between June 18, 2009 and June 17, 2012.





As a result of the second Farmout Agreement, at December 31, 2010, we held a 37.5% interest in the CPO 4 Block.





Pursuant to the terms of, and in conjunction with, the second Farmout Agreement and the Joint Operating Agreement, we entered into a separate agreement with Gulf United Energy (“Gulf United”) whereby we waived our right of first refusal under the Joint Operating Agreement for the specific purpose of permitting Gulf United to acquire a 12.5% interest in the CPO 4 Block. SK Energy, simultaneously, entered into an agreement with Gulf United to assign a 12.5% interest in the CPO 4 Block to Gulf United conditioned upon approval, by July 31, 2011, of the assignment by the National Hydrocarbon Agency of Colombia (the “ANH”) and the Republic of Korea. Under our agreement with Gulf United, Gulf United agreed to pay us, not later than 30 days following receipt by Gulf United of ANH approval, our 12.5% share of past costs incurred through July 31, 2010 and our 25% share of seismic acquisition costs incurred through July 31, 2010 on the CPO 4 Block.





In November 2010, we paid our proportionate interest in the past costs attributable to the additional 12.5% interest acquired in the CPO 4 Block. At December 31, 2010 and through the date of this filing, approval of the assignment to Gulf United by the ANH remained pending, as did Gulf United’s obligation to reimburse us the agreed 12.5% of past costs and 25% of seismic acquisition costs.





The Phase 1 Work Program consists of reprocessing approximately 400 kilometers of existing 2-D seismic data, the acquisition, processing and interpretation of a 2-D seismic program containing approximately 620 kilometers of data and the drilling of two exploration wells. The Phase 1 Work Program was modified to allow 3-D data to be shot in place of the initial 2-D requirement. The Phase 1 seismic acquisition was completed during 2010 and the entire Phase 1 Work Program is estimated to be completed by December of 2011. During 2010, our total expenditures on the CPO 4 Phase 1 Work Program were $8.2 million.


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For 2011, SK Energy has advised us that they plan to focus on the drilling of three wells on CPO 4. Our budgeted expenditures on the CPO 4 Block for 2011 are approximately $20.0 million.





Shona Energy Prospect





Pursuant to a Farmout Agreement with Shona Energy Limited we hold an interest in the 110,769 acre Serrania Block located in the Caguan Putumayo Basin. Under the Farmout Agreement we will pay 25% of designated Phase 1 geological and seismic costs in return for a 12.5% interest in the Contract for Exploration and Production covering the Block.





During 2010, Shona Energy completed seismic work on the Serrania Block. The net costs incurred by Houston American Energy for the Phase 1 geological and seismic costs were approximately $390 thousand in 2009 and $950 thousand in 2010.





During 2011, Shona Energy has advised that it plans to drill two initial wells on the Serrania Block. Houston American Energy’s estimated net cost associated with drilling the two initial wells on the Serrania Block is approximately $1.0 million.





Drilling Activity





During 2010, we participated in the drilling of a total of 12 gross wells, all of which were in Colombia. Of the 12 wells drilled, 10 were classified as exploratory and 2 were classified as development. Our 2010 drilling program achieved a 75% success rate. The following table summarizes the number of wells drilled during 2010, 2009, and 2008, excluding any wells drilled under farmout agreements, royalty interest ownership, or any other wells in which we do not have a working interest.





Year Ended December 31,2010


2009


2008Gross


Net


Gross


Net


Gross


NetDevelopment wells, completed as:Productive


2



0.032



4



0.500



6



0.750Non-productive


—



—



1



0.125



1



0.125Total development wells


2



0.032



5



0.625



7



0.875Exploratory wells, completed as:Productive


7



0.439



5



0.407



5



0.625Non-productive


3



0.204



5



0.486



4



0.475Total exploratory wells


10



0.643



10



0.893



9



1.100





Productive wells are wells that are found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.





As of December 31, 2010, we had no wells in progress or awaiting completion in the United States and one gross (.016 net) well in progress in Colombia.





Seismic Activity





During 2010, our operators in Colombia acquired approximately 225 square miles of additional 3-D and 2-D seismic and geological data. The additional data relates primarily to the CPO 4, Serrania, and La Cuerva concessions where we hold 37.5%, 12.5%, and 1.6% working interests, respectively. Our share of the costs of such data acquisition was approximately $6.4 million.


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Productive Wells





Productive wells consist of producing wells and wells capable of production, including shut-in wells. A well bore with multiple completions is counted as only one well. As of December 31, 2010, we owned interests in 15 gross wells containing multiple completions. As of December 31, 2010, we had ownership interests in productive wells, categorized by geographic area, as follows:





Oil Wells


Gas WellsUnited StatesGross


—



7Net


—



0.201ColombiaGross


8



—Net


0.128



—TotalGross


8



7Net


0.128



0.201





Productive wells at December 31, 2010 reflect our sale, during 2010, of our interest in HDC, LLC and HL, LLC which accounted for 19 gross (2.375 net) productive wells.





Volume, Prices and Production Costs





The following table sets forth certain information regarding the production volumes, average prices received and average production costs associated with our sales of gas and oil, categorized by geographic area, for each of the three years ended December 31, 2010:





Year Ended December 31,2010


2009


2008Net Production:Gas (Mcf):United States


17,798



15,761



24,748Colombia


—



—



—Total


17,798



15,761



24,748Oil (Bbls):United States


1,540



1,581



1,510Colombia


260,239



129,782



122,415Total


261,779



131,363



123,925Average sales price:Gas ($ per Mcf)United States

$
5.01


$
4.89


$
10.22Colombia


—



—



—Total


5.01



4.89



10.22Oil ($ per Bbl)United States


76.21



59.99



104.30Colombia


74.17



61.21



83.42Total


74.18



61.20



83.67Average production costs ($ per BOE):United States


8.50



26.01



10.40Colombia


31.08



35.95



27.03Total

$
30.70


$
35.33


$
26.43


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Natural Gas and Oil Reserves





Reserve Estimates





The following tables sets forth, by country and as of December 31, 2010, our estimated net proved oil and natural gas reserves, and the estimated present value (discounted at an annual rate of 10%) of estimated future net revenues before future income taxes (PV-10) and after future income taxes (Standardized Measure) of our proved reserves, each prepared in accordance with assumptions prescribed by the Securities and Exchange Commission (SEC).





The PV-10 value is a widely used measure of value of oil and natural gas assets and represents a pre-tax present value of estimated cash flows discounted at ten percent. PV-10 is considered a non-GAAP financial measure as defined by the SEC. We believe that our PV-10 presentation is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves before taking into account the related future income taxes, as such taxes may differ among various companies because of differences in the amounts and timing of deductible basis, net operating loss carry forwards and other factors. We believe investors and creditors use our PV-10 as a basis for comparison of the relative size and value of our proved reserves to the reserve estimates of other companies. PV-10 is not a measure of financial or operating performance under GAAP and is not intended to represent the current market value of our estimated oil and natural gas reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure of discounted future net cash flows as defined under GAAP.





These calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry and in accordance with SEC financial accounting and reporting standards.





Reserves(1)Oil


Natural Gas


Total(2)(bbls)


(mcf)


(boe)Reserve categoryProved DevelopedUnited States


6,010



82,220



19,713Colombia


17,202



—



17,202Total Proved Developed Reserves


23,212



82,220



36,915Proved UndevelopedUnited States


—



—



—Colombia


43,948



—



43,948Total Proved Undeveloped Reserves


43,948



—



43,948Total Proved Reserves


67,160



82,220



80,864








Proved Developed


Proved Undeveloped


Total ProvedPV-10(1)

$
994,249


$
1,063,756


$
2,058,005Standardized measure (3)

$
752,129


$
804,751


$
1,556,880





(1)
In accordance with applicable financial accounting and reporting standards of the SEC, the estimates of our proved reserves and the PV-10 set forth herein reflect estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices and costs under existing economic conditions at December 31, 2010. For purposes of determining prices, we used the unweighted arithmetical average of the prices on the first day of each month within the 12-month period ended December 31, 2010. The average prices utilized for purposes of estimating our proved reserves were $77.54 per barrel of oil and $5.12 per mcf of natural gas for our US properties and $77.26 per barrel for our Colombian properties, adjusted by property for energy content, quality, transportation fees and regional price differentials. The prices should not be interpreted as a prediction of future prices. The amounts shown do not give effect to non-property related expenses, such as corporate general administrative expenses and debt service, future income taxes or to depreciation, depletion and amortization.


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(2)
Natural gas is converted on the basis of six Mcf of gas per one barrel of oil equivalent.





(3)
The Standard Measure differs from PV-10 only in that the Standard Measure reflects estimated future income taxes.





Due to the inherent uncertainties and the limited nature of reservoir data, proved reserves are subject to change as additional information becomes available. The estimates of reserves, future cash flows and present value are based on various assumptions, including those prescribed by the SEC, and are inherently imprecise. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.





Reserve Estimation Process, Controls and Technologies





The reserve estimates, including PV-10 and Standard Measure estimates, set forth above were prepared by Lonquist & Co., LLC.





These calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry and in accordance with SEC financial accounting and reporting standards.





Our year-end reserve report is prepared by Lonquist & Co. based upon a review of property interests being appraised, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, geosciences and engineering data, and other information provided to them by our management team and by the various Hupecol entities that operated all of our proved properties in Colombia at December 31, 2010. Lonquist & Co. also prepares reserve estimates for the various Hupecol entities. This information is reviewed by knowledgeable members of our Company to ensure accuracy and completeness of the data, as it pertains to our Company, prior to submission to Lonquist & Co. Upon analysis and evaluation of data provided, Lonquist & Co. issues a preliminary appraisal report of our reserves. The preliminary appraisal report and changes in our reserves are reviewed by our Senior Vice President of Exploration, a degreed geophysicist with over 25 years oil and gas industry experience, and our President for completeness of the data presented and reasonableness of the results obtained. Once any questions have been addressed, Lonquist & Co. issues the final appraisal report, reflecting their conclusions.





Lonquist & Co. is an independent professional engineering firm specializing in the technical and financial evaluation of oil and gas assets. Lonquist & Co’s report was conducted under the direction of Don E. Charbula, P.E., Vice President of Lonquist & Co. Mr. Charbula holds a BS in Petroleum Engineering from The University of Texas at Austin and is a registered professional engineer with more than 29 years of experience in production engineering, reservoir engineering, acquisitions and divestments, field operations and management. Lonquist & Co., and its employees, have no interest in our Company and were objective in determining our reserves.





The SEC’s rules with respect to technologies that a company can use to establish reserves, effective for years ending after December 31, 2008, allows use of techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.





Lonquist & Co. used a combination of production and pressure performance, simulation studies, offset analogies, seismic data and interpretation, geophysical logs and core data to calculate our reserves estimates.


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Proved Undeveloped Reserves





As of December 31, 2010, our proved undeveloped reserves totaled 43.9 mbbls of oil and 0 mcf of natural gas, for a total of 43.9 mbbls compared to 894.2 mbbls of oil and 0.0 mcf of natural gas, for a total of 894.2 mbbls as of December 31, 2009. The decrease in our proved undeveloped reserves during 2010 was principally attributable to the sale of our indirect interest in the Dorotea, Cabiona, Leona and Las Garzas Blocks in Colombia.





PUD Locations





All of our proved undeveloped reserves at December 31, 2010 were associated with our properties in Colombia operated by Hupecol.





Changes in Proved Undeveloped (“PUD”) Reserves





Changes in PUD Reserves that occurred during 2010 were due to:





•
Negative revisions of 883.4 mboe in PUD reserves due to the sale of Dorotea, Cabiona, Leona and Las Garzas blocks, and related assets, in Colombia





•
Positive revisions of 33.2 mboe in PUD reserves due to Hupecol’s on-going drilling program and subsequent changes in subsurface mapping





Development Cost





Estimated future development costs relating to the development of proved undeveloped reserves are projected to be $147 thousand for 2011 and $478 thousand thereafter.





Drilling Plans





All proved undeveloped locations are scheduled to be drilled or otherwise converted to proved developed reserves before the end of 2015. None of our proved undeveloped locations have been booked for longer than five years.





Developed and Undeveloped Acreage





The following table sets forth the gross and net developed and undeveloped acreage (including both leases and concessions), categorized by geographical area, which we held as of December 31, 2010:





Developed


UndevelopedGross


Net


Gross


NetUnited States


3,029



71



4,671



1,751Colombia


5,120



82



820,537



179,896Total


8,149



153



825,208



181,647





Developed acreage is comprised of leased acres that are within an area spaced by or assignable to a productive well. Undeveloped acreage is comprised of leased acres with defined remaining terms and not within an area spaced by or assignable to a productive well.





As is customary in the oil and natural gas industry, we can generally retain our interest in undeveloped acreage by drilling activity that establishes commercial production sufficient to maintain the leases or by paying delay rentals during the remaining primary term of leases. The oil and natural gas leases in which we have an interest are for varying primary terms and, if production under a lease continues from our developed lease acreage beyond the primary term, we are entitled to hold the lease for as long as oil or natural gas is produced.


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Many of the leases and concessions comprising the undeveloped acreage set forth in the table above will expire at the end of their respective primary terms unless production from the acreage has been established prior to such date, in which event the lease or concession will remain in effect until the cessation of production. The following table sets forth, as of December 31, 2010, the expiration periods of the gross and net acres that are subject to leases or concessions summarized in the above table of undeveloped acreage.





Undeveloped Acres ExpiringTwelve Months Ending:

Gross


NetDecember 31, 2011


—



—December 31, 2012


—



—December 31, 2013


4,671



1,751December 31, 2014


—



—December 31, 2015 and later


820,537



179,896Total


825,208



181,647





Title to Properties





Title to properties is subject to royalty, overriding royalty, carried working, net profits, working and other similar interests and contractual arrangements customary in the gas and oil industry, liens for current taxes not yet due and other encumbrances. As is customary in the industry in the case of undeveloped properties, little investigation of record title is made at the time of acquisition (other than preliminary review of local records).





Investigation, including a title opinion of local counsel, generally is made before commencement of drilling operations.





Marketing





At December 31, 2010, we had no contractual agreements to sell our gas and oil production and all production was sold on spot markets.





Employees





As of March 1, 2011, we had 4 full-time employees and no part time employees. The employees are not covered by a collective bargaining agreement, and we do not anticipate that any of our future employees will be covered by such agreements.





Competition





We encounter intense competition from other oil and gas companies in all areas of our operations, including the acquisition of producing properties and undeveloped acreage. Our competitors include major integrated oil and gas companies, numerous independent oil and gas companies and individuals. Many of our competitors are large, well-established companies with substantially larger operating staffs and greater capital resources and have been engaged in the oil and gas business for a much longer time than our Company. These companies may be able to pay more for productive oil and gas properties, exploratory prospects and to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.


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Regulatory Matters





Regulation of Oil and Gas Production, Sales and Transportation





The oil and gas industry is subject to regulation by numerous national, state and local governmental agencies and departments. Compliance with these regulations is often difficult and costly and noncompliance could result in substantial penalties and risks. Most jurisdictions in which we operate also have statutes, rules, regulations or guidelines governing the conservation of natural resources, including the unitization or pooling of oil and gas properties, minimum well spacing, plugging and abandonment of wells and the establishment of maximum rates of production from oil and gas wells. Some jurisdictions also require the filing of drilling and operating permits, bonds and reports. The failure to comply with these statutes, rules and regulations could result in the imposition of fines and penalties and the suspension or cessation of operations in affected areas.





Environmental Regulation





Various federal, state and local laws and regulations relating to the protection of the environment, including the discharge of materials into the environment, may affect our exploration, development and production operations and the costs of those operations. These laws and regulations, among other things, govern the amounts and types of substances that may be released into the environment, the issuance of permits to conduct exploration, drilling and production operations, the discharge and disposition of generated waste materials and waste management, the reclamation and abandonment of wells, sites and facilities, financial assurance and the remediation of contaminated sites. These laws and regulations may impose substantial liabilities for noncompliance and for any contamination resulting from our operations and may require the suspension or cessation of operations in affected areas.





The environmental laws and regulations applicable to our U.S. operations include, among others, the following United States federal laws and regulations:





•
Clean Air Act, and its amendments, which govern air emissions;





•
Clean Water Act, which governs discharges into waters of the United States;





•
Comprehensive Environmental Response, Compensation and Liability Act, which imposes liability where hazardous releases have occurred or are threatened to occur (commonly known as “Superfund”);





•
Resource Conservation and Recovery Act, which governs the management of solid waste;





•
Oil Pollution Act of 1990, which imposes liabilities resulting from discharges of oil into navigable waters of the United States;





•
Emergency Planning and Community Right-to-Know Act, which requires reporting of toxic chemical inventories;





•
Safe Drinking Water Act, which governs the underground injection and disposal of wastewater; and





•
U.S. Department of Interior regulations, which impose liability for pollution cleanup and damages.





Colombia has similar laws and regulations designed to protect the environment.





We routinely obtain permits for our facilities and operations in accordance with these applicable laws and regulations on an ongoing basis. There are no known issues that have a significant adverse effect on the permitting process or permit compliance status of any of our facilities or operations.


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The ultimate financial impact of these environmental laws and regulations is neither clearly known nor easily determined as new standards are enacted and new interpretations of existing standards are rendered. Environmental laws and regulations are expected to have an increasing impact on our operations. In addition, any non-compliance with such laws could subject us to material administrative, civil or criminal penalties, or other liabilities. Potential permitting costs are variable and directly associated with the type of facility and its geographic location. Costs, for example, may be incurred for air emission permits, spill contingency requirements, and discharge or injection permits. These costs are considered a normal, recurring cost of our ongoing operations and not an extraordinary cost of compliance with government regulations.





Although we do not operate the properties in which we hold interests, noncompliance with applicable environmental laws and regulations by the operators of our oil and gas properties could expose us, and our properties, to potential costs and liabilities associated with such environmental laws. While we exercise no oversight with respect to any of our operators, we believe that each of our operators is committed to environmental protection and compliance. However, since environmental costs and liabilities are inherent in our operations and in the operations of companies engaged in similar businesses and since regulatory requirements frequently change and may become more stringent, there can be no assurance that material costs and liabilities will not be incurred in the future. Such costs may result in increased costs of operations and acquisitions and decreased production.





Climate Change Legislation and Greenhouse Gas Regulation





In June 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act of 2009, also known as the Waxman-Markey Bill. The U.S. Senate’s version, The Clean Energy Jobs and American Power Act, or the Boxer-Kerry Bill, has been introduced, but has not passed. Although these bills include several differences that require reconciliation before becoming law, both bills contain the basic feature of establishing a “cap and trade” system for restricting greenhouse gas emissions. Under such system, certain sources of greenhouse gas emissions would be required to obtain greenhouse gas emission “allowances” corresponding to their annual emissions of greenhouse gases. The number of emission allowances issued each year would decline as necessary to meet overall emission reduction goals. As the number of greenhouse gas emission allowances declines each year, the cost or value of allowances is expected to escalate significantly. The ultimate outcome of this legislative initiative remains uncertain. In addition to the pending climate legislation, the EPA has issued greenhouse gas monitoring and reporting regulations that went into effect January 1, 2010, and require reporting by regulated facilities by March 2011 and annually thereafter. Beyond measuring and reporting, the EPA issued an “Endangerment Finding” under section 202(a) of the Clean Air Act, concluding greenhouse gas pollution threatens the public health and welfare of current and future generations. The EPA has proposed regulations that would require permits for and reductions in greenhouse gas emissions for certain facilities, and may issue final rules as early as 2011. Similarly, foreign governments, including Colombia, have begun various initiatives with respect to regulation and reduction of greenhouse gases. Any laws or regulations that may be adopted to restrict or reduce emissions of greenhouse gases could require us to incur increased operating costs, and could have an adverse effect on demand for the oil and natural gas we produce, depending on the applicability to company operations and the refining, processing, and use of oil and gas.





Web Site Access to Reports





Our Web site address is www.houstonamericanenergy.com. We make available, free of charge on or through our Web site, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the United States Securities and Exchange Commission.


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Item 1A.
Risk Factors





Our business activities and the value of our securities are subject to significant hazards and risks, including those described below. If any of such events should occur, our business, financial condition, liquidity and/or results of operations could be materially harmed, and holders and purchasers of our securities could lose part or all of their investments.





A substantial or extended decline in oil and natural gas prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.





The price we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. These factors include, but are not limited to, the following:





•
changes in global supply and demand for oil and natural gas;





•
the actions of the Organization of Petroleum Exporting Countries, or OPEC;





•
the price and quantity of imports of foreign oil and natural gas;





•
political conditions, including embargoes, in or affecting other oil-producing activity;





•
the level of global oil and natural gas exploration and production activity;





•
the level of global oil and natural gas inventories;





•
weather conditions;





•
technological advances affecting energy consumption; and





•
the price and availability of alternative fuels.





Lower oil and natural gas prices may not only decrease our revenues on a per unit basis but also may reduce the amount of oil and natural gas that we can produce economically. Lower prices will also negatively impact the value of our proved reserves. A substantial or extended decline in oil or natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.





We may be affected by general economic conditions





The disruption experienced in U.S. and global financial and credit markets, and the accompanying economic contraction, during second half of 2008 and continuing through 2009 resulted in projected decreases in demand for oil and natural gas, resulting in a sharp drop in energy prices, and affected the availability and cost of capital. While the U.S. and global economies have experienced a slow recovery from the deep recessionary conditions that prevailed in late 2008 and much of 2009 and commodity prices have recovered a portion of the decline experienced over that period, uncertainty that continues to exist with respect to the pace and sustainability of the economic recovery continues to be a risk to oil and natural gas operators and other businesses. Global economic growth drives demand for energy from all sources, including fossil fuels. Should the U.S. and global economies experience further weakness, demand for energy and accompanying commodity prices may decline and our financial position may deteriorate along with our ability to operate profitably and our ability to obtain financing to support operations and the cost and terms of the same, is unclear. With respect to Houston American Energy, the crisis experienced during the 2008-2009 period resulted in a steep decline in the price of oil and natural gas, a marked decline in the value of our reserves, a determination in March 2009 to temporarily shut-in production from our Colombian wells and reduced revenues and profitability.


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Our cash flows and profitability may fluctuate by large amounts as a result of our strategy of investment in drilling and exploration of unproven properties and opportunistic asset divestitures.





We have historically experienced large fluctuations in our cash flows and profitability associated with our drilling and development of properties, divestitures of interests in select properties and reinvestment in drilling and development of unproven properties. Our strategy has historically focused on early identification of, and entrance into, existing and emerging resource plays. As part of that strategy, we and our partners have participated in accumulating positions and drilling unproven acreage, that may be perceived to be higher risk, where acquisition, drilling and operation costs may be lower with a view to proving reserves, divesting selected assets on an opportunistic basis to operators willing to pay higher prices for proven prospects without early stage drilling risk and reinvesting operating cash flow and sales proceeds in accumulating, drilling and developing additional, and larger, acreage positions. As a result of such strategy, we sold acreage positions in 2008 and 2010 that both provided large one-time profits and cash proceeds and substantially reduced our proved reserves, production and operating cash flows immediately following such sales and after which we invested substantial portions of sales proceeds in the accumulation and exploratory drilling of larger acreage positions. Typically, our reserves, production, operating cash flows and operating profitability has grown as properties have been drilled and developed and fall following strategic asset divestitures when we are incurring costs to drill and develop properties. As a result of drilling and other risks, there can be no assurance that our reserve and production growth strategy will allow us to continue to grow, and replace, our acreage position, reserves, production and profitability following divestitures and we may continue to experience large fluctuations in such positions.





A substantial percentage of our properties are undeveloped; therefore the risk associated with our success is greater than would be the case if the majority of our properties were categorized as proved developed producing.





Because a substantial percentage of our properties are unproven or proved undeveloped, we require significant capital to prove and develop such properties before they may become productive. At December 31, 2010, approximately 99% of our net acreage was unproven and 54.1% of our proved reserves were undeveloped. Further, because of the inherent uncertainties associated with drilling for oil and gas, some of these properties may never be developed to the extent that they result in positive cash flow. Even if we are successful in our development efforts, it could take several years for a significant portion of our undeveloped properties to be converted to positive cash flow.





While our current business plan is to fund the development costs with funds on hand, including funds received from our 2010 sale of interests in certain assets, and cash flow from our other producing properties, if such funds are not sufficient, we may be forced to seek alternative sources for cash, through the issuance of additional equity or debt securities, borrowings or other means.





Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.





Our future success will depend on the success of our exploitation, exploration, development and production activities. Our oil and natural gas exploration and production activities are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable oil or natural gas production. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Please read “Reserve estimates depend on many assumptions that may turn out to be inaccurate” (below) for a discussion of the uncertainty involved in these processes. Our cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. Further, many factors may curtail, delay or cancel drilling, including the following:


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•
delays imposed by or resulting from compliance with regulatory requirements;





•
pressure or irregularities in geological formations;





•
shortages of or delays in obtaining equipment and qualified personnel;





•
equipment failures or accidents;





•
adverse weather conditions;





•
reductions in oil and natural gas prices;





•
title problems; and





•
limitations in the market for oil and natural gas.





If oil and natural gas prices decrease, we may be required to take write-downs of the carrying values of our oil and natural gas properties, potentially negatively impacting the trading value of our securities.





Accounting rules require that we review periodically the carrying value of our oil and natural gas properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we have and may be required to further write down the carrying value of our oil and natural gas properties. A write-down would constitute a non-cash charge to earnings. It is likely the cumulative effect of a write-down could also negatively impact the trading price of our securities.





Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.





The process of estimating oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves reported.





In order to prepare our estimates, we must project production rates and timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. Therefore, estimates of oil and natural gas reserves are inherently imprecise.





Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves most likely will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of our reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development activities, prevailing oil and natural gas prices and other factors, many of which are beyond our control. During the years ended December 31, 2008 and 2009, revisions to prior estimates resulted in significant negative revisions to our proved reserves in 2008 and positive revisions in 2009. Negative revisions during fiscal year 2008 amounted to 86.2% of prior year-end proved gas reserves and 83.4% of prior year-end proved oil reserves. Positive revisions during fiscal year 2009 amounted to 46.8% of prior year-end gas reserves and 8.2% of prior year-end proved oil reserves.


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You should not assume that the present value of future net revenues from our proved reserves, as reported from time to time, is the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements, we generally base the estimated discounted future net cash flows from our proved reserves on costs on the date of the estimate and average prices over the preceding twelve months. Actual future prices and costs may differ materially from those used in the present value estimate. If future prices decline or costs increase it could negatively impact our ability to finance operations, and individual properties could cease being commercially viable, affecting our decision to continue operations on producing properties or to attempt to develop properties. All of these factors would have a negative impact on earnings and net income, and most likely the trading price of our securities.





We are dependent upon third party operators of our oil and gas properties.





Under the terms of the Operating Agreements related to our oil and gas properties, third parties act as the operator of each of our oil and gas wells and control the drilling and operating activities to be conducted on our properties. Therefore, we have limited control over certain decisions related to activities on our properties, which could affect our results of operations. Decisions over which we have limited control include:





•
the timing and amount of capital expenditures;





•
the timing of initiating the drilling and recompleting of wells;





•
the extent of operating costs; and





•
the level of ongoing production.





Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities.





Our prospects are properties on which we have identified what we believe, based on available seismic and geological information, to be indications of oil or natural gas. Our prospects are in various stages of evaluation, ranging from a prospect that is ready to drill to a prospect that will require substantial additional seismic data processing and interpretation. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. This risk may be enhanced in our situation, due to the fact that approximately 54.1% of our reserves are currently proved undeveloped. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. We cannot assure you that the analogies we draw from available data from other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects.





We may incur substantial losses and be subject to substantial liability claims as a result of our oil and natural gas operations.





We are not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations. Our oil and natural gas exploration and production activities are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:





•
environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;





•
abnormally pressured formations;





•
mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;





•
fires and explosions;


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•
personal injuries and death; and





•
natural disasters.





Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to our Company. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could adversely affect us.





We are subject to complex laws that can affect the cost, manner or feasibility of doing business.





Exploration, development, production and sale of oil and natural gas are subject to extensive federal, state, local and international regulation. We may be required to make large expenditures to comply with governmental regulations. Matters subject to regulation include:





•
discharge permits for drilling operations;





•
drilling bonds;





•
reports concerning operations;





•
the spacing of wells;





•
unitization and pooling of properties; and





•
taxation.





Under these laws, we could be liable for personal injuries, property damage and other damages. Failure to comply with these laws also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws could change in ways that substantially increase our costs. Any such liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations.





Our operations will be subject to environmental and other government laws and regulations that are costly and could potentially subject us to substantial liabilities.





Crude oil and natural gas exploration and production operations in the United States and in Colombia are subject to extensive federal, state and local laws and regulations. Oil and gas companies are subject to laws and regulations addressing, among others, land use and lease permit restrictions, bonding and other financial assurance related to drilling and production activities, spacing of wells, unitization and pooling of properties, environmental and safety matters, plugging and abandonment of wells and associated infrastructure after production has ceased, operational reporting and taxation. Failure to comply with such laws and regulations can subject us to governmental sanctions, such as fines and penalties, as well as potential liability for personal injuries and property and natural resources damages. We may be required to make significant expenditures to comply with the requirements of these laws and regulations, and future laws or regulations, or any adverse change in the interpretation of existing laws and regulations, could increase such compliance costs. Regulatory requirements and restrictions could also delay or curtail our operations and could have a significant impact on our financial condition or results of operations.





Our oil and gas operations are subject to stringent laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations:





•
require the acquisition of a permit before drilling commences;


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•
restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities;





•
limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and





•
impose substantial liabilities for pollution resulting from operations.





Failure to comply with these laws and regulations may result in:





•
the imposition of administrative, civil and/or criminal penalties;





•
incurring investigatory or remedial obligations; and





•
the imposition of injunctive relief.





Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our industry in general and on our own results of operations, competitive position or financial condition. Although we intend to be in compliance in all material respects with all applicable environmental laws and regulations, we cannot assure you that we will be able to comply with existing or new regulations. In addition, the risk of accidental spills, leakages or other circumstances could expose us to extensive liability.





We are unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially adversely increase our cost of doing business or affect operations in any area.





Under certain environmental laws that impose strict, joint and several liability, we may be required to remediate our contaminated properties regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were or were not in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property may result from environmental and other impacts of our operations. Moreover, new or modified environmental, health or safety laws, regulations or enforcement policies could be more stringent and impose unforeseen liabilities or significantly increase compliance costs. Therefore, the costs to comply with environmental, health or safety laws or regulations or the liabilities incurred in connection with them could significantly and adversely affect our business, financial condition or results of operations. In addition, many countries as well as several states and regions of the U.S. have agreed to regulate emissions of “greenhouse gases.” Methane, a primary component of natural gas, and carbon dioxide, a byproduct of burning of natural gas and oil, are greenhouse gases. Regulation of greenhouse gases could adversely impact some of our operations and demand for some of our services or products in the future. See “Business — Regulatory Matters.”





Certain U.S. federal income tax deductions currently available with respect to oil and gas exploration and development may be eliminated as a result of future legislation.





The Obama Administration has proposed legislation that would, if enacted into law, make significant changes to United States tax laws, including the elimination of certain key U.S. federal income tax incentives currently available to oil and natural gas exploration and production companies. These changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain domestic production activities, and (iv) an extension of the amortization period for certain geological and geophysical expenditures. It is unclear whether any such changes will be enacted or how soon any such changes could become effective. The passage of any legislation as a result of these proposals or any other similar changes in U.S. federal income tax laws could eliminate certain tax deductions that are currently available with respect to oil and gas exploration and development, and any such change could negatively affect our financial condition and results of operations.


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Our operations in Colombia are subject to risks relating to political and economic instability.





We currently have interests in multiple oil and gas concessions in Colombia and anticipate that operations in Colombia will constitute a substantial element of our strategy going forward. The political climate in Colombia is unstable and could be subject to radical change over a very short period of time. In the event of a significant negative change in the political or economic climate in Colombia, we may be forced to abandon or suspend our operations in Colombia.





A 40-year armed conflict between government forces and anti-government insurgent groups and illegal paramilitary groups—both funded by the drug trade—continues in Colombia. Insurgents continue to attack civilians and violent guerilla activity continues in many parts of the country. While our operators take measures to protect our assets, operations and personnel from guerilla activity, continuing attempts to reduce or prevent guerilla activity may not be successful and guerilla activity may disrupt our operations in the future. There can also be no assurance that we can maintain the safety of our operations and personnel in Colombia or that this violence will not affect our operations in the future. Continued or heightened security concerns in Colombia could also result in a significant loss to us.





Additionally, Colombia is among several nations whose eligibility to receive foreign aid from the United States is dependent on its progress in stemming the production and transit of illegal drugs, which is subject to an annual review by the President of the United States. Although Colombia is currently eligible for such aid, Colombia may not remain eligible in the future. A finding by the President that Colombia has failed demonstrably to meet its obligations under international counternarcotics agreements may result in any of the following:





•
all bilateral aid, except anti-narcotics and humanitarian aid, would be suspended;





•
the Export-Import Bank of the United States and the Overseas Private Investment Corporation would not approve financing for new projects in Colombia;





•
United States representatives at multilateral lending institutions would be required to vote against all loan requests from Colombia, although such votes would not constitute vetoes; and





•
the President of the United States and Congress would retain the right to apply future trade sanctions.





Each of these consequences could result in adverse economic consequences in Colombia and could further heighten the political and economic risks associated with our operations there. Any changes in the holders of significant government offices could have adverse consequences on our relationship with ANH and Ecopetrol and the Colombian government’s ability to control guerrilla activities and could exacerbate the factors relating to our foreign operations. Any sanctions imposed on Colombia by the United States government could threaten our ability to obtain necessary financing to develop the Colombian properties or cause Colombia to retaliate against us, including by nationalizing our Colombian assets. Accordingly, the imposition of the foregoing economic and trade sanctions on Colombia would likely result in a substantial loss and a decrease in the price of our common stock. The United States may impose sanctions on Colombia in the future, and we cannot predict the effect in Colombia that these sanctions might cause.





Our operations in Colombia are controlled by operators which may carry out transactions affecting our Colombian assets and operations without our consent.





Our operations in Colombia are subject to a substantial degree of control by the operators of the properties in which we hold interests in Colombia. We are an investor in Hupecol and our interest in the assets and operations of Hupecol represent a substantial portion of our assets and operations in Colombia and are our principal assets and operations. During 2008 and 2010, respectively, Hupecol sold its interest in a concession and in two entities holding multiple concessions each representing, at the time, the largest prospect(s) in terms of reserves and revenues in which we then held an interest. In early March 2009, Hupecol determined to temporarily shut-in production from our Colombian properties. It is possible that Hupecol will carry out similar sales or acquisitions of prospects or make similar decisions in the future. Our management intends to closely monitor the nature and progress of future transactions by Hupecol in order to protect our interests. However, we have no effective ability to alter or prevent a transaction and are unable to predict whether or not any such transactions will in fact occur or the nature or timing of any such transaction.


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In addition to Hupecol’s control of decisions regarding properties operated by Hupecol in Colombia, as minority owners, we are subject to substantial control of other properties in Colombia in which we hold interests that are operated by SK Energy and Shona Energy. Our Colombian assets consist exclusively of minority, non-operator project interests in certain Colombian assets owned and operated by Hupecol, LLC, a 37.5% non-operated working interest in certain Colombian assets owned and operated by SK Energy Co. LTD and a 12.5% non-operated working interest in certain Colombian assets owned and operated by Shona Energy Ltd. Our passive investments in such Colombian assets constitute our principal assets, and as a result, our financial results are directly affected by the independent strategies and decisions of Hupecol, SK Energy and Shona Energy.





Unless we replace our oil and natural gas reserves, our reserves and production will decline, which would adversely affect our cash flows and income.





Unless we conduct successful development, exploitation and exploration activities or acquire properties containing proved reserves, our proved reserves will decline as those reserves are produced. Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future oil and natural gas reserves and production, and, therefore our cash flow and income, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. If we are unable to develop, exploit, find or acquire additional reserves to replace our current and future production, our cash flow and income will decline as production declines, until our existing properties would be incapable of sustaining commercial production.





Our success depends on our management team and other key personnel, the loss of any of whom could disrupt our business operations.





Our success will depend on our ability to attract and retain our management and non-management employees, including engineers, geoscientists and other technical and professional staff and, in particular, our President, John Terwilliger, who is principally responsible for sourcing our resource plays. We will depend, to a large extent, on the efforts, technical expertise and continued employment of such personnel and members of our management team. If members of our management team should resign or we are unable to attract the necessary personnel, our business operations could be adversely affected.





The unavailability or high cost of drilling rigs, equipment, supplies, personnel and oil field services could adversely affect our ability to execute on a timely basis our exploration and development plans within our budget.





Shortages or the high cost of drilling rigs, equipment, supplies or personnel could delay or adversely affect our development and exploration operations. As the price of oil and natural gas increases, the demand for production equipment and personnel will likely also increase, potentially resulting, at least in the near-term, in shortages of equipment and personnel. In addition, larger producers may be more likely to secure access to such equipment by virtue of offering drilling companies more lucrative terms. If we are unable to acquire access to such resources, or can obtain access only at higher prices, not only would this potentially delay our ability to convert our reserves into cash flow, but could also significantly increase the cost of producing those reserves, thereby negatively impacting anticipated net income.





If our access to markets is restricted, it could negatively impact our production, our income and ultimately our ability to retain our leases.





Market conditions or the unavailability of satisfactory transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to pipelines and terminal facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business.


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We may operate in areas with limited or no access to pipelines, thereby necessitating delivery by other means, such as trucking, or requiring compression facilities. Such restrictions on our ability to sell our oil or natural gas have several adverse affects, including higher transportation costs, fewer potential purchasers (thereby potentially resulting in a lower selling price) or, in the event we were unable to market and sustain production from a particular lease for an extended time, possibly causing us to lose a lease due to lack of production.





We may need additional financing to support operations and future capital commitments.





While we presently believe that our operating cash flows and funds on hand, including funds provided by our 2010 sale of certain Hupecol assets, will support our ongoing operations and anticipated future capital requirements, a number of factors could result in our needing additional financing, including reductions in oil and natural gas prices, declines in production, unexpected developments in operations that could decrease our revenues, increase our costs or require additional capital contributions and commitments to new acquisition or drilling programs. In particular, given our recent commitments to participate in additional properties operated by Hupecol and our agreements to participate in the development of additional prospects in Colombia operated by Shona Energy and SK Energy, we may be subject to substantially greater calls for commitments to provide capital to support development of our additional interests. We have no commitments to provide any additional financing, if needed, and may be limited in our ability to obtain the capital necessary to support operations, complete development, exploitation and exploration programs or carry out new acquisition or drilling programs. We have not thoroughly investigated whether this capital would be available, who would provide it, and on what terms. If we are unable, on acceptable terms, to raise the required capital, our business may be seriously harmed or even terminated.





Competition in the oil and natural gas industry is intense, which may adversely affect our ability to compete.





We operate in a highly competitive environment for acquiring properties, marketing oil and natural gas and securing trained personnel. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than ours, which can be particularly important in the areas in which we operate. Those companies may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. We may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel and raising additional capital.





The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell common stock when you want or at prices you find attractive.





The price of our common stock constantly changes. We expect that the market price of our common stock will continue to fluctuate.





Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include:





•
quarterly variations in our operating results;





•
operating results that vary from the expectations of management, securities analysts and investors;





•
changes in expectations as to our future financial performance;





•
announcements by us, our partners or our competitors of leasing and drilling activities;


23
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•
the operating and securities price performance of other companies that investors believe are comparable to us;





•
future sales of our equity or equity-related securities;





•
changes in general conditions in our industry and in the economy, the financial markets and the domestic or international political situation;





•
fluctuations in oil and gas prices;





•
departures of key personnel; and





•
regulatory considerations.





In addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons often unrelated to their operating performance. These broad market fluctuations may adversely affect our stock price, regardless of our operating results.





The sale of a substantial number of shares of our common stock may affect our stock price.





Future sales of substantial amounts of our common stock or equity-related securities in the public market or privately, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. No prediction can be made as to the effect, if any, that future sales of shares of common stock or the availability of shares of common stock for future sale will have on the trading price of our common stock.





Our charter and bylaws, as well as provisions of Delaware law, could make it difficult for a third party to acquire our company and also could limit the price that investors are willing to pay in the future for shares of our common stock.





Delaware corporate law and our charter and bylaws contain provisions that could delay, deter or prevent a change in control of our Company or our management. These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions without the concurrence of our management or board of directors. These provisions:





•
authorize our board of directors to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our board of directors, without stockholder approval, with rights senior to those of our common stock;





•
provide for a staggered board of directors and three-year terms for directors, so that no more than one-third of our directors could be replaced at any annual meeting;





•
provide that directors may be removed only for cause; and





•
establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting.





We are also subject to anti-takeover provisions under Delaware law, which could also delay or prevent a change of control. Taken together, these provisions of our charter, bylaws, and Delaware law may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices of our common stock and also could limit the price that investors are willing to pay in the future for shares of our common stock.


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 Table of Contents


Our management owns a significant amount of our common stock, giving them influence or control in corporate transactions and other matters, and their interests could differ from those of other shareholders.





At March 1, 2011, our directors and executive officers owned approximately 38.8% of our outstanding common stock. As a result, our current directors and executive officers are in a position to significantly influence or control the outcome of matters requiring a shareholder vote, including the election of directors, the adoption of any amendment to our certificate of incorporation or bylaws, and the approval of mergers and other significant corporate transactions. Such level of control of the Company may delay or prevent a change of control on terms favorable to the other shareholders and may adversely affect the voting and other rights of other shareholders.





Item 1B.
Unresolved Staff Comments





Not applicable.





Item2.
Properties





We currently lease approximately 4,739 square feet of office space in Houston, Texas as our executive offices. Management anticipates that our space will be sufficient for the foreseeable future. The average monthly rental under the lease, which expires on May 31, 2012, is $6,682.





A description of our interests in oil and gas properties is included in “Item 1. Business.”





Item3.
Legal Proceedings





We may from time to time be a party to lawsuits incidental to our business. As of March 1, 2011, we were not aware of any current, pending, or threatened litigation or proceedings that could have a material adverse effect on our results of operations, cash flows or financial condition.





Item 4.
(Removed and Reserved)


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PART II





Item5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





Market Information





Our common stock is listed on the NYSE Amex (“AMEX”) under the symbol “HUSA.” Prior to July 27, 2010, our common stock traded on the Nasdaq Global Market also under the symbol “HUSA”. The following table sets forth the range of high and low closing sale prices of our common stock, and cash dividends declared, for each quarter during the past two fiscal years.





High


Low


DividendCalendar Year 2010
Fourth Quarter

$
18.52


$
10.40


$
0.205Third Quarter


10.99



8.50



0.005Second Quarter


20.35



9.30



0.005First Quarter


18.55



6.39



0.005Calendar Year 2009
Fourth Quarter

$
6.16


$
3.38


$
0.005Third Quarter


3.70



1.72



0.005Second Quarter


2.18



1.64



0.005First Quarter


4.38



1.77



0.020





At March 1, 2011, the closing price of the common stock on AMEX was $15.03.





Holders





As of March 1, 2011, there were approximately 898 shareholders of record of our common stock, excluding holders in street name.





Dividends





The payment of future cash dividends will depend upon, among other things, our financial condition, funds from operations, the level of our capital and development expenditures, our future business prospects, contractual restrictions and any other factors considered relevant by the Board of Directors.





Securities Authorized for Issuance Under Equity Compensation Plans





The following table provides information as of December 31, 2010 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.





Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants andrights (a)


Weighted-average exercise price of outstanding options, warrants andrights (b)


Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))Equity compensation plans approved by security holders (1)


1,813,998


$
6.57



886,002Equity compensation plans not approved by security holders


—



—



—Total


1,813,998


$
6.57



886,002


______________________________


(1)
Consists of 500,000 shares reserved for issuance under the Houston American Energy Corp. 2005 Stock Option Plan and 2,200,000 shares reserved for issuance under the Houston American Energy 2008 Equity Incentive Plan.


26
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Performance Graph





The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.





The following performance graph compares the change in the cumulative total return of Houston American Energy’s common stock, the Dow Jones U.S. Exploration and Production Index, and the S&P 500 Index for the five years ended December 31, 2010. The graph assumes that $100 was invested in the Company’s common stock and each index on December 31, 2005, and that dividends were reinvested.





COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG


HOUSTON AMERICAN ENERGY CORPORATION, THE S&P 500 INDEX


AND DJ U.S. EXPL & PROD. INDEX










December 31,2005


2006


2007


2008


2009


2010Houston American Energy Corporation

$
100


$
234


$
97


$
109


$
198


$
584S&P 500 Index

$
100


$
116


$
122


$
77


$
97


$
112DJ U.S. Expl. & Prod. Index

$
100


$
105


$
151


$
91


$
127


$
149


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Item6.
Selected Financial Data





The following table sets forth a summary of selected historical financial information for each of the years in the five-year period ended December 31, 2010. This information is derived from our Financial Statements and the notes thereto. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”and “Item 8. Financial Statements and Supplementary Data.”





Year Ended December 31,2010


2009


2008


2007


2006Statement of Operations Data:Revenue:Oil and gas revenue

$
19,508,894


$
8,116,275


$
10,622,050


$
4,977,172


$
3,202,731Total revenues


19,508,894



8,116,275



10,622,050



4,977,172



3,202,731Expenses of operations:Lease operating expense and severance tax


8,142,444



4,746,295



3,366,740



1,841,119



1,017,440Joint venture expense


156,686



172,890



183,510



149,200



167,023Depreciation and depletion


3,161,366



1,900,631



5,816,691



1,099,826



887,911Impairment of oil and gas properties


—



—



5,621,106



348,019



—General and administrative expense


4,896,955



2,768,195



3,152,930



1,568,228



1,231,079Gain on sale of oil and gas properties


(27,159,114
)


—



(7,615,236
)


—



—Total operating expenses


(10,801,663
)


9,588,011



10,525,741



5,006,392



3,303,453Income (loss) from operations


30,310,557



(1,471,736
)


96,309



(29,220
)


(100,722
)Other income (expense):Interest income


65,155



64,882



295,375



649,742



496,490Interest expense


(4,772
)


—



—



—



(57,278
)Interest expense – related party


—



—



—



—



(20,440
)Interest expense – derivative


—



—



—



—



(37,773
)Loss on change in fair value of derivative


—



—



—



—



(170,949
)Financing costs


—



—



—



—



(110,787
)Other income


12,864



—



—



—



—Total other income


73,247



64,882



295,375



649,742



99,263Net income (loss) before income taxes


30,383,804



(1,406,854
)


391,684



620,572



(1,459
)Income tax expense (benefit)


9,353,864



(737,406
)


(73,261
)


127,116



510,637Net income (loss)

$
21,029,940


$
(669,448
)

$
464,945


$
493,456


$
(512,096
)Basic net income (loss) per share

$
0.68


$
(0.02
)

$
0.02


$
0.02


$
(0.02
)Diluted net income (loss) per share

$
0.66


$
(0.02
)

$
0.02


$
0.02


$
(0.02
)Cash dividends paid per share

$
0.22


$
0.04


$
0.04


$
—


$
—Cash Flow Data:Cash flow from operating activities

$
8,290,671


$
(484,677
)

$
1,452,054


$
1,801,481


$
1,239,446Cash flow from investing activities


12,660,487



(9,239,263
)


8,787,853



(1,792,672
)


(17,507,371
)Cash flow from financing activities


(6,267,845
)


11,786,383



(747,031
)


—



14,952,833Balance Sheet Data (at end of period):Working capital

$
34,255,206


$
16,365,490


$
10,536,834


$
10,358,502


$
14,202,160Property, plant and equipment, net


10,691,421



11,356,255



5,263,131



10,017,045



5,248,272Total assets


55,476,428



34,062,829



22,637,054



20,714,797



19,985,883Long-term debt, less current portion


26,761



332,912



205,524



135,267



38,816Total stockholders’ equity


50,364,637



33,245,312



21,048,248



20,243,447



19,414,783


28
 Table of Contents


Item7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations





General





We are an independent energy company focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil in the U.S. Gulf Coast region and in South America. Our oil and gas reserves and operations are concentrated primarily in the South American country of Colombia and in the onshore Gulf Coast region, particularly Texas and Louisiana.





Our mission is to deliver outstanding net asset value per share growth to our investors via attractive oil and gas investments. Our strategy is to focus on early identification of, and entrance into, existing and emerging resource plays, particularly in South America and the U.S. Gulf Coast. We typically seek to partner with larger operators in development of resources or retain interests, with or without contribution on our part, in prospects identified, packaged and promoted to larger operators. By entering these plays earlier and partnering with, or promoting to, larger operators, we believe we can capture larger resource potential at lower cost and minimize our exposure to drilling risks and costs and ongoing operating costs.





We, along with our partners, actively manage our resources through opportunistic acquisitions and divestitures where reserves can be identified, developed, monetized and financial resources redeployed with the objective of growing reserves, production and shareholder value.





Generally, we generate nearly all our revenues and cash flows from the sale of produced natural gas and crude oil, whether through royalty interests, working interests or other arrangements. We may also realize gains and additional cash flows from the periodic divestiture of assets.





Recent Developments





Production Levels, Commodity Prices and Revenues





Our production levels, commodity prices realized and revenues during 2010, as compared to 2009, benefited from improved market conditions during 2010 as compared to 2009 when sharply lower prices prevailed, particularly during the first half of 2009, following the global economic crisis that began in late 2008. As a result of depressed commodity prices during the first half of 2009, our operator in Colombia temporarily shut-in production from a majority of our Colombian properties and we had no sales in Colombia from February 13, 2009 through April 5, 2009.





Our December 2010 sale of our interest in entities holding four concessions in Colombia resulted in sharp declines in our production levels and revenues during the last half of December 2010, and will continue to produce lower production and revenue levels unless and until we can successfully drill wells and bring on line new and/or additional production from our other properties. See “Asset Sales – Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC.”





Drilling Activity





During 2010, we drilled 12 international wells in Colombia, as follows:





•
4 wells were drilled on concessions in which we hold a 12.5% working interest, of which 3 were in production at December 31, 2010, and 1 was a dry hole.





•
One well was drilled on a concession in which we hold a 6.25% working interest and was a dry hole.





•
7 wells were drilled on a concession in which we hold a 1.6% working interest, of which 6 were in production at December 31, 2010, and 1 was a dry hole.





During 2010, no domestic wells were drilled.


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At December 31, 2010, drilling operations were ongoing in Colombia on 1 well.





Leasehold Activity





During 2010, we acquired an interest in one additional block in Colombia, the LLA 62 Block, one TEA, the Macaya TEA, and increased our interest in the CPO 4 Block in Colombia.





Macaya TEA. During 2010, we elected to participate for our percentage interest (12.5%) in the Macaya Technical Evaluation Agreement (the “TEA”). The TEA was entered into in February 2010 by and between the Colombian National Hydrocarbons Agency (the “ANH”) and Hupecol Operating Co. LLC, and encompasses a 195,171 acre region located to the southeast of the Serrania block, which is located in the municipalities of Uribe and La Macarena in the Department of Meta in the Republic of Colombia. As a result of the election to participate, we agreed to pay our proportionate share, or 12.5%, of the acquisition costs and costs for the minimum work program contained in the TEA.





LLA 62 Block. During 2010, we elected to participate for our percentage interest (1.6%) in the LLA 62 Block in Colombia (the “LLA 62 Block”). The LLA 62 Block was awarded to Hupecol by the ANH during 2010. The LLA 62 Block is adjacent to the La Cuerva Block operated by Hupecol. The award of the LLA 62 Block includes a Phase I commitment to shoot 60 square kilometers of 3D seismic on the block. As a result of the election to participate, we agreed to pay our proportionate share, or 1.6%, of all costs of exploiting the block, except the 3D seismic costs, where we agreed to pay two times our proportional cost.





CPO 4 Farmout. Effective July 31, 2010, we entered into a Farmout Agreement (the “Farmout Agreement”) with SK Energy Co. LTD (“SK Energy”) pursuant to which SK Energy agreed to assign to our Company an additional 12.5% interest in the approximately 345,452 acre CPO 4 Block in the Llanos Basin of Colombia, increasing our current interest in the CPO 4 Block from 25% to 37.5%.





SK Energy serves as operator on the CPO 4 Block under a Joint Operating Agreement (the “JOA”).





Under the terms of the Farmout Agreement, we are responsible for paying our proportionate interest in all future development and operating costs (“Ongoing Costs”). In addition to payment of our proportionate interest in Ongoing Costs, as a condition of assignment of the additional 12.5% interest in the CPO 4 Block, we are responsible for reimbursement to SK Energy, or payment, of (i) 12.5% of certain defined past costs relating to development of the CPO 4 Block (the “Past Costs”), and (ii) 25% of seismic acquisition costs incurred with respect to the Phase One cost of the CPO 4 Block between June 18, 2009 and June 17, 2012 (the “Seismic Acquisition Costs”). The Phase One seismic acquisition was completed during 2010.





The assignment of the additional interest in the CPO 4 Block was conditioned upon the approval by the ANH and the Republic of Korea by July 31, 2011, and payment of our proportionate interest in Past Costs, which was due on the earlier of (i) October 29, 2010, or (ii) 30 days following ANH approval. In November 2010, we were invoiced for, and paid, $3,939,003 as our share of the Past Costs attributable to our additional 12.5% interest in CPO 4. In December 2010 the Company received ANH approval of our additional 12.5% interest in Block CPO 4 along with the assignment from SK bringing our total interest to 37.5% in the Block.





Pursuant to the terms of, and in conjunction with, the Farmout Agreement and the JOA, we entered into a separate agreement with Gulf United Energy, Inc. (“Gulf United”) whereby we waived our right of first refusal under the JOA for the specific purpose of permitting Gulf United to acquire a 12.5% interest in the CPO 4 Block. Under the agreement with Gulf United, as a condition of our agreement to waive our preferential rights, Gulf United agreed to pay to us, not later than 30 days following ANH approval, (i) our 12.5% share of Past Costs incurred through July 31, 2010, and (ii) our 25% share of Seismic Acquisition Costs incurred through July 31, 2010. ANH approval of the Gulf United assignment had not yet been received at December 31, 2010 or through the date of this filing. It is anticipated that upon Gulf United receiving ANH approval, it will reimburse us for the $3,939,003 invoiced by SK Energy for Past Costs; plus any additional cost accrued under the terms of the Farmout Agreement.


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 Table of Contents


Asset Sales





During 2010, we divested our direct interest in acreage in Karnes County, Texas and our indirect interest in the Dorotea, Cabiona, Leona and Las Garzas blocks in Colombia.





Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC. During the fourth quarter of 2010, Hupecol Dorotea & Cabiona Holdings, LLC (“Hupecol D&C Holdings”) sold all of its interest in Hupecol Dorotea and Cabiona, LLC (“HDC, LLC”) and Hupecol Llanos Holdings, LLC (“Hupecol Llanos Holdings”) sold all of its interest in Hupecol Llanos, LLC (“HL, LLC”). We hold a 12.5% ownership interest in each of Hupecol D&C Holdings and Hupecol Llanos Holdings and, prior to the sale, held indirect interests in identical amounts in HDC, LLC and HL, LLC. HDC, LLC and HL, LLC hold interests in the Dorotea, Cabiona, Leona and Las Garzas blocks, and related assets, in Colombia.





The Dorotea, Cabiona, Leona and Las Garzas blocks cover an aggregate of approximately 310,790 acres. At December 31, 2009, the estimated proved reserves associated with the blocks totaled 1,178,576 barrels of oil, which represented 96.9% of our estimated proved oil and natural gas reserves.





As a result of the sale, we received net proceeds, after deduction of fees and expenses of $29,359,463 before escrow holdbacks, realized a gain on the sale of $25,397,048 and eliminated from oil and gas properties costs subject to amortization associated with the underlying assets totaling $3,989,236. Production from the Dorotea, Cabiona, Leona and Las Garzas blocks accounted for $18,880,299, $7,936,673 and $7,206,439 of our revenues during 2010, 2009 and 2008.





Fifteen percent of the sales price was held in escrow pursuant to the Purchase and Sales Agreement to fund potential claims arising from the sale with escrowed amounts to be released over a three year period based on amounts remaining in escrow after claims. In addition to the fifteen percent escrowed, Hupecol withheld 5% of the proceeds in escrow for any contingencies that may arise, and it is expected that the Company will receive the 5% withheld by Hupecol in 2011. The Company is not aware of any claims that would reduce the escrow amounts as of December 31, 2010. Our proportionate interest in the sales proceeds that were withheld and deposited into escrow totaled $7,069,810 and have been recorded as escrow receivables. Following completion of the sale of HDC, LLC and HL, LLC, we have no continuing interest in the Dorotea, Cabiona, Leona and Las Garzas blocks.





Karnes County, Texas. In November 2010, we sold our 2.5% working interest and our 1.25% of 8/8s overriding royalty interest (“ORRI”) in 6,000+ gross acres in Karnes County, Texas and our right to a 1.25% ORRI in an AMI covering approximately 50,000 gross acres in Karnes County, Texas. We received gross proceeds of $4.1 million from the sale of our Karnes County, Texas holdings. Our Karnes County, Texas holdings were acquired in 2009 at a cost of $175,000 and, at the time of sale, we had no wells, no production and no reserves associated with the acreage.





Seismic Activity





During 2010, our operators in Colombia acquired approximately 225 square miles of additional 3-D and 2-D seismic and geological data. The additional data relates primarily to the CPO 4, Serrania and La Cuerva concessions where we hold 37.5%, 12.5%, and 1.6% working interests, respectively. Our share of the costs of such data acquisition was approximately $6.4 million.





Compensation Expense





In June 2010, our board of directors approved, and we paid, cash bonuses to our senior management team totaling $637,500 and, effective June 15, 2010, we increased the base salary of members of our senior management team by 10%. In August 2010, we expanded our management team with the appointment of a then-consultant to serve as Senior Vice President of Exploration.


31
 Table of Contents


Also in June 2010, we modified the non-cash compensation arrangements for our non-employee directors to provide for annual grants of stock options to purchase 25,000 shares of common stock. The option grants vest on the grant date, are exercisable at the fair market value on the grant date and have a term of ten years. Pursuant to such revised compensation arrangements, we granted 100,000 stock options to non-employee directors on June 15, 2010 and granted 25,000 stock options to a newly appointed non-employee director in July 2010. In August 2010, we granted 150,000 stock options to the newly appointed member of our management team. As a result of these 2010 option grants and the amortization of the cost associated with options granted in prior years that remain subject to vesting, we recognized non-cash compensation expense for 2010 totaling $2,357,230.





Dividends





During 2010, we declared and paid cash dividends to our shareholders of $0.22 per share, or an aggregate of $6,837,845.





Development and Operating Outlook





While we continually seek to identify and evaluate opportunities, both domestically and in South America, to acquire interests in early stage high potential resource plays, our focus since the beginning of 2010 has been, and continues to be, the development of our Colombian assets. In particular, we have been, and are, focused on development of our CPO 4 and Serrania prospects in Colombia where we have increased our interest in CPO 4 during 2010, conducted extensive seismic acquisition and analysis, invested in infrastructure and conducted preliminary work in preparation for drilling wells on both of our CPO 4 and Serrania prospects.





Consistent with our past operating plans, we selectively divest holdings on an opportunistic basis where we believe that favorable prices can be realized from assets and proceeds redeployed to grow our asset base and produce superior returns. To that end, during 2010, we divested our interest in undeveloped domestic acreage and four blocks in Colombia which were in various stages of development, which divestitures produced approximately $29.4 million of net proceeds (including $7.1 million held in escrow) to our company.





During 2011, we plan to invest approximately $21.4 million in the development of our Colombian prospects, including CPO 4, Serrania and four prospects operated by Hupecol. As of January 1, 2011, substantially all seismic, infrastructure and pre-drilling work had been completed on both our CPO 4 and Serrania prospects and our plans are to drill 3 test wells on the CPO 4 block and 2 test wells on the Serrania block during 2011. Subject to the results of those test wells, we expect to begin developmental drilling of those prospects.





While our 2010 asset sales provided funding that we believe will satisfy our financial commitments relating to the CPO 4 and Serrania prospects, as well as our remaining Hupecol holdings, the interests sold during 2010 accounted for approximately 97% of our net oil production and oil revenues during 2010, as well as 99% of our lease operating expenses. Accordingly, until we bring production on line from drilling and development of our CPO 4, Serrania and remaining Hupecol prospects, our future production, revenues and lease operating expenses will be substantially lower than 2010 levels. There can be no assurance as to the ultimate success of our drilling and development operations on our CPO 4, Serrania and remaining Hupecol prospects or the timing of such drilling and development operations.





Critical Accounting Policies





The following describes the critical accounting policies used in reporting our financial condition and results of operations. In some cases, accounting standards allow more than one alternative accounting method for reporting. Such is the case with accounting for oil and gas activities described below. In those cases, our reported results of operations would be different should we employ an alternative accounting method.


32
 Table of Contents


Full Cost Method of Accounting for Oil and Gas Activities. We follow the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved. No corporate overhead has been capitalized as of December 31, 2010. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves, are amortized on a units-of-production method over the estimated productive life of the reserves. Unevaluated oil and gas properties are excluded from this calculation. The capitalized oil and gas property costs, less accumulated amortization, are limited to an amount (the ceiling limitation) equal to the sum of: (a) the present value of estimated future net revenues from the projected production of proved oil and gas reserves, calculated using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) and a discount factor of 10%; (b) the cost of unproved and unevaluated properties excluded from the costs being amortized; (c) the lower of cost or estimated fair value of unproved properties included in the costs being amortized; and (d) related income tax effects. Costs in excess of this ceiling are charged to proved properties impairment expense.





Unevaluated Oil and Gas Properties. Unevaluated oil and gas properties consist principally of our cost of acquiring and evaluating undeveloped leases, net of an allowance for impairment and transfers to depletable oil and gas properties. When leases are developed, expire or are abandoned, the related costs are transferred from unevaluated oil and gas properties to oil and gas properties subject to amortization. Additionally, we review the carrying costs of unevaluated oil and gas properties for the purpose of determining probable future lease expirations and abandonments, and prospective discounted future economic benefit attributable to the leases.





Unevaluated oil and gas properties not subject to amortization include the following at December 31, 2010 and 2009:





At

December 31,

2010


At

December 31,

2009Acquisition costs

$
2,795,439


$
3,370,734Evaluation costs


7,463,541



2,140,296Retention costs


--



47,294Total

$
10,258,980


$
5,558,324





The carrying value of unevaluated oil and gas prospects includes $9,647,631 and $2,993,732 expended for properties in South America at December 31, 2010 and December 31, 2009, respectively. We are maintaining our interest in these properties and development has or is anticipated to commence within the next twelve months.





Stock-Based Compensation. We account for stock-based compensation in accordance with the provisions of FASB ASC Topic 718. We use the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. These assumptions include estimating the volatility of our common stock price over the expected life of the options, dividend yield, an appropriate risk-free interest rate and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). Changes in the subjective assumptions can materially affect the estimated fair value of stock-based compensation and consequently, the related amount recognized on the Statements of Operations.


33
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Results of Operations





Year Ended December 31, 2010 Compared to Year Ended December 31, 2009





Oil and Gas Revenues. Total oil and gas revenues increased 140.37%, to $19,508,894 in 2010 from $8,116,275 in 2009.





The increase in revenue is principally due to (1) higher average sales prices for oil and gas during 2010 reflecting increased commodity pricing due to improved global macroeconomic conditions compared to 2009 and (2) increased oil production due to new wells brought onto production and production from our Colombian properties for the full period in 2010 as compared to 2009, when production was temporarily shut-in for 52 days due to market conditions.





The following table sets forth the gross and net producing wells, net oil and gas production volumes and average hydrocarbon sales prices for 2010 and 2009:




2010 (1)


2009Gross producing wells


34



26Net producing wells


2.704



2.31Net oil production (Bbls)


261,779



131,363Net gas production (Mcf)


17,798



15,761Oil—Average sales price per barrel

$
74.18


$
61.20Gas—Average sales price per mcf

$
5.01


$
4.89





(1)
As noted elsewhere, we sold our indirect interest in four Colombian concessions in December 2010. Of the wells and production shown in 2010, the concessions sold in December 31, 2010 account for 19 gross wells, 2.375 net wells and 254,785 bbls of net oil production.





As noted, production volumes were less then what they otherwise would have been in 2009 due to the cessation of production and sales from the majority of our Colombian properties for 52 days in early 2009 as a result of unfavorable commodity prices.





Oil and gas sales revenues for 2010 and 2009 by region were as follows:




Colombia


U.S.


Total2010Oil sales

$
19,302,303


$
117,360


$
19,419,663Gas sales

$
—


$
89,231


$
89,2312009Oil sales

$
7,944,353


$
94,839


$
8,039,192Gas sales

$
—


$
77,083


$
77,083





Lease Operating Expenses.Lease operating expenses, excluding joint venture expenses relating to our Colombian operations discussed below, increased 71.5% to $8,142,444 in 2010 from $4,746,295 in 2009.





Following is a summary comparison of lease operating expenses for the periods.




Colombia


U.S.


Total2010

$
8,088,230


$
54,214


$
8,142,4442009

$
4,665,578


$
80,717


$
4,746,295





The increase in total lease operating expenses was attributable to an increase in production and the number of net wells producing. The decrease in lease operating expenses as a percentage of revenues, from 58% of revenues in 2009 to 42% of revenues in 2010, was attributable to the temporary cessation of production from the majority of our Colombian properties during the 2009 period and increased production and improved commodity prices during 2010.


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Joint Venture Expenses. Joint venture expenses totaled $156,686 in 2010 compared to $172,890 in 2009. The joint venture expenses represent our allocable share of the indirect field operating and region administrative expenses billed by Hupecol.





Depreciation and Depletion Expense.Depreciation and depletion expense increased by 66% to $3,161,366 in 2010 from $1,900,631 in 2009. The increase in depreciation and depletion was due to an increase in production volumes during 2010.





Gain on sale of oil and gas properties.The sale of our indirect interests in Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC resulted in a gain of $25,397,048, and the sale of our Karnes County, Texas interests resulted in a gain of $1,762,066 during 2010.





General and Administrative Expenses. General and administrative expense increased by 77% to $4,896,955 in 2010 from $2,768,195 in 2009. The increase in general and administrative expense was primarily attributable to increases in employee compensation, principally related to the payment of $637,500 of cash bonuses, a 10% increase in base salaries effective June 15, 2010, the hiring of an additional executive and a $1,277,100 increase in stock-based compensation in 2010 versus 2009 associated with options granted to directors and officers during 2010.





Other Income. Other income consists primarily of interest earned on cash balances. Other income totaled $65,155 in 2010 as compared to $64,882 in 2009. The increase in other income resulted primarily from an increase in larger average interest earning cash balances.





Income Tax Expense/Benefit. We reported an income tax expense of approximately $9.4 million in 2010 as compared to a benefit of $737,406 in 2009.





The income tax expense during 2010 was entirely attributable to operations in Colombia and reflects increased sales and profitability in Colombia, as well as the taxes applicable to the proceeds received on sale of oil and gas properties discussed above.





The income tax benefit during 2009 was primarily attributable to net operating losses generated in Colombia and the United States and the refund during 2009 of approximately $548,000 of Colombian taxes. The income tax benefit during 2009 was attributable $402,663 to the U.S. and $334,743 to Colombia.





At December 31, 2010, we had no foreign tax credit carryovers.





Year Ended December 31, 2009 Compared to Year Ended December 31, 2008





Oil and Gas Revenues. Total oil and gas revenues decreased 23.6%, to $8,116,275 in 2009 from $10,622,050 in 2008.





The decrease in oil and gas revenue was due to a decline in oil and gas prices received during 2009 (approximately $84,000 based on lower average gas prices realized during 2009 and approximately $2.8 million based on lower average oil prices).





The following table sets forth the gross and net producing wells, net oil and gas production volumes and average hydrocarbon sales prices for 2009 and 2008:





2009


2008Gross producing wells


26



16Net producing wells


2.31



1.47Net oil production (Bbls)


131,363



123,925Net gas production (Mcf)


15,761



24,748Oil—Average sales price per barrel

$
61.20


$
83.67Gas—Average sales price per mcf

$
4.89


$
10.22


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 Table of Contents


Production volumes were less then what they otherwise would have been in 2009 due to the sale of our Caracara interest during 2008 (accounting for 29,954 barrels of production and $3,005,140 of revenues during 2008) and the cessation of production and sales from the majority of our Colombian properties for 52 days in early 2009 as a result of unfavorable commodity prices, partially offset by increased production in fields in which we hold higher working interests (12.5% vs. 1.6% in Caracara). Giving pro forma effect to exclude sales revenues from the Caracara interest, which was sold in June 2008, oil and gas revenues for 2008 would have been $7,616,910.





The decline in average sales prices realized reflects the sharp worldwide economic decline, and accompanying decline in commodity prices, during the second half of 2008 continuing through 2009.





Oil and gas sales revenues for 2009 and 2008 by region were as follows:





Colombia


U.S.


Total2009Oil sales

$
7,944,353


$
94,839


$
8,039,192Gas sales

$
—


$
77,083


$
77,0832008Oil sales

$
10,211,579


$
157,492


$
10,369,071Gas sales

$
—


$
252,979


$
252,979





Lease Operating Expenses.Lease operating expenses, excluding joint venture expenses relating to our Colombian operations discussed below, increased 41% to $4,746,295 in 2009 from $3,366,740 in 2008.





The increase in lease operating expenses as a percentage of revenues, from 32% of revenues in 2008 to 58% of revenues in 2009, was primarily attributable to the temporary cessation of production from a majority of our Colombian properties during the 2009 period as discussed above, the steep decline in oil and gas prices and an increase in our average working interest following the Caracara sale, as well as increased cost in Colombia relating to personnel expenses, facilities and equipment expenses, catering expenses, road maintenance, as well environmental services expenses.





Following is a summary comparison of lease operating expenses for the periods.





Colombia


U.S.


Total2009

$
4,665,578


$
80,717


$
4,746,2952008

$
3,232,213


$
134,527


$
3,366,740





Hupecol, our operator in Colombia, implemented cost cutting measures in order to improve field economics from our Colombian operations.





Joint Venture Expenses. Joint venture expenses totaled $172,890 in 2009 compared to $183,510 in 2008. The joint venture expenses represent our allocable share of the indirect field operating and region administrative expenses billed by the operator of the Colombian concessions. The decrease in joint venture expenses was attributable to the decrease in the number of producing wells during 2009.





Depreciation and Depletion Expense.Depreciation and depletion expense decreased by 67% to $1,900,631 in 2009 from $5,816,691 in 2008. The decrease in depreciation and depletion was due to an increase in reserves due to exploration and development. This resulting increase in our reserves from exploration and development activities lowered our depreciation rate per barrel.





Impairment Expense.During 2008, we recorded a provision for impairment of oil and gas properties of $5,621,106, most of which was attributable to our South American properties. Impairments related to reduced commodity prices at year end and lower reserve estimates for our Colombian wells, reduced reserve estimates for our U.S. properties as a result of lower commodity prices and lower than expected production volumes, as well as the lack of commercial production on our Caddo Lake prospect.


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Gain on sale of oil & gas properties.The sale of our Caracara assets resulted in a gain of $7,615,236 during 2008.





General and Administrative Expenses. General and administrative expense decreased by 12% to $2,768,195 in 2009 from $3,152,930 in 2008. The decrease in general and administrative expense was primarily attributable to decreases in employee compensation and professional fees, including a decrease of $750,000 related to cash bonuses paid in 2008 not repeated in 2009 and $400,320 related to restricted stocks grants in 2008.





Other Income. Other income consists of interest earned on cash balances and marketable securities. Other income totaled $64,882 in 2009 as compared to $295,375 in 2008. The decrease in other income resulted from the sale of the balance of our marketable securities during early 2008 and a reduction in interest rates on short-term cash investments, partially offset by interest earned on DIP Financing provided to the Creditors under the Letter Agreement related to assets the Company was considering acquiring out of a bankruptcy proceeding.





Income Tax Expense/Benefit. We reported an income tax benefit of $737,406 in 2009 as compared to an income tax benefit of $73,261 in 2008.





The income tax benefit during 2009 was primarily attributable to net operating losses generated in Colombia and the United States and the refund during 2009 of approximately $548,000 of Colombian taxes. The income tax benefit during 2009 was attributable $402,663 to the U.S. and $334,743 to Colombia.





The income tax benefit during 2008 was primarily attributable to a decrease in valuation allowance and the availability of U.S. foreign tax credits that more than offset taxes attributable to operating income in Colombia. A deferred income tax benefit in the amount of $5,273,567 was attributable to the U.S. and income tax expense in the amount of $5,200,306 was attributable to Colombia during 2008. Income tax expense during 2008 was entirely attributable to operations in Colombia.





At December 31, 2009, we had foreign tax credit carryovers of $1,684,745. Currently, we expect to be able to utilize the incremental foreign tax credit carry forward and net operating loss generated during 2009 and, therefore, no additional valuation allowance has been recorded to date.





Financial Condition





Liquidity and Capital Resources. At December 31, 2010, we had a cash balance of $26,656,450 and working capital of $34,255,206 compared to a cash balance of $11,973,137 and working capital of $16,365,490 at December 31, 2009. The increase in cash and working capital during the period was primarily attributable to the receipt of $25,942,822 (net proceeds) excluding escrowed monies from the sale of our Karnes County, Texas property and our indirect interest in four concessions in Colombia and operating cash flow, partially offset by payment of drilling costs, acquisition costs, seismic costs and other costs related to the planned drilling of prospects in Colombia and the payment of dividends.





Cash Flows. Operating activities provided cash during 2010 totaling $8,290,671 as compared to $484,677 of cash used in operating activities during 2009. The increase in cash flows from operations was primarily a result of improved profitability during 2010.





Investing activities provided cash during 2010 totaling $12,660,487 as compared to $9,239,263 used in investing activities during 2009. Funds provided by investing activities during 2010 reflect the receipt of proceeds from the sale of our Karnes County, Texas property and our indirect interest in four Colombian concessions which provided, in the aggregate, approximately $25,942,822 of net proceeds excluding escrowed amounts. The funds provided by investing activities during 2010 were partially offset by investments in oil and gas properties and assets and property plant and equipment of $8,662,516 and payments of $3,951,370 of costs associated with the CPO 4 prospect that are reimbursable by Gulf United and recorded as accounts receivable - other. Funds used by investing activities during 2009 reflect investments in oil and gas properties and assets of $8,273,545 partially offset by the receipt of $799,680 from the escrow account related to the sale of the Caracara assets and $397,102 from the sale of selected domestic prospects, including Profit Island and North Profit Island.


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 Table of Contents


Financing activities used $6,267,845 of cash during 2010 as compared to $11,786,383 of cash provided by financing activities during 2009. Funds used by financing activities during 2010 consisted of cash dividends paid of $6,837,845, partially offset by warrant exercise proceeds received of $570,000. Funds provided by financing activities during 2009 consisted of proceeds from the December 2009 common stock placement of $13,525,200, partially offset by cash dividends paid of $980,057 and cost associated with our registered direct offering of $758,760.





Long-Term Liabilities. At December 31, 2010, we had long-term liabilities of $26,761 as compared to $332,912 at December 31, 2009. Long-term liabilities at December 31, 2010 and December 31, 2009 consisted of a reserve for plugging costs and deferred rent liability.





Capital and Exploration Expenditures and Commitments. Our principal capital and exploration expenditures relate to our ongoing efforts to acquire, drill and complete prospects. We expect that future capital and exploration expenditures will be funded principally through funds generated from operations and funds on hand, including funds generated from our 2010 sale of certain properties and our 2009 sale of common stock.





During 2010, we invested approximately $8.6 million for the acquisition and development of oil and gas properties, which included expenses related to (1) drilling of 12 wells in Colombia ($1.3 million ), (2) seismic and geological costs in Colombia ($7.0 million), (3) delay rentals on U.S. properties ($12 thousand), and (4) leasehold costs on U.S. properties ($0.3 million).





At December 31, 2010, our only material contractual obligation requiring determinable future payments on our part was our lease relating to our executive offices.





The following table details our contractual obligations as of December 31, 2010:





Payments due by periodTotal


< 1 year


1-3 years


3-5 years


> 5 yearsOperating leases

$
123,214


$
84,315


$
38,899


$
—


$
—Total

$
123,124


$
84,315


$
38,899


$
—


$
—





In addition to the contractual obligations requiring that we make fixed payments, in conjunction with our efforts to secure oil and gas prospects, financing and services, we have, from time to time, granted overriding royalty interests (ORRI) in various properties, and may grant ORRIs in the future, pursuant to which we will be obligated to pay a portion of our interest in revenues from various prospects to third parties.





Planned Drilling, Leasehold and Other Activities. As of December 31, 2010, our acquisition and drilling budget for 2011 totaled approximately $21.4 million and related principally to (1) drilling 10 wells in Colombia on existing Hupecol prospects; (2) drilling 2 wells on the Serrania Block operated by Shona Energy; and (3) drilling 3 wells on the CPO 4 Block operated by SK Energy. Additional wells may be drilled at locations to be determined based on the results of the planned drilling projects. Our acquisition and drilling budget has historically been subject to substantial fluctuation over the course of a year based upon successes and failures in drilling and completion of prospects and the identification of additional prospects during the course of a year.





Management anticipates that our current financial resources combined with expected operating cash flows, will meet our anticipated objectives and business operations, including investments in the CPO 4 Block and other planned property acquisitions and drilling activities, for at least the next 12 months, without the need for additional capital. Because the timing and actual costs and results associated with development of the Serrania Block and CPO 4 Block cannot be predicted with certainty and because we continually seek opportunities to acquire and develop reserves, it is possible that we may require and seek additional financing to support development of existing prospects or additional prospects that may be acquired in the future. We have no commitments to provide any additional financing should we require and seek such financing and there is no guarantee that we will be able to secure additional financing on acceptable terms, or at all, to support future acquisitions and development activities.


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 Table of Contents


Off-Balance Sheet Arrangements





We had no off-balance sheet arrangements or guarantees of third party obligations at December 31, 2010.





Inflation





We believe that inflation has not had a significant impact on our operations since inception.





Item 7A.
Quantitative and Qualitative Disclosures About Market Risk





Commodity Price Risk





The price we receive for our oil and gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Crude oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and gas have been volatile, and these markets will likely continue to be volatile in the future. The prices we receive for production depends on numerous factors beyond our control.





We have not historically entered into any hedges or other derivative commodity instruments or transactions designed to manage, or limit exposure to oil and gas price volatility.





Item8.
Financial Statements and Supplementary Data





Our financial statements appear immediately after the signature page of this report. See “Index to Financial Statements” on page 44 of this report.





Item9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





Not applicable.


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 Table of Contents


Item 9A.
Controls and Procedures





Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we conducted an evaluation as of December 31, 2010 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2010.





Management’s Annual Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2010.
 
 The effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by GHB CPAs, PC, an independent registered public accounting firm who audited our consolidated financial statements as of and for the year ended December 31, 2010, as stated in their report, which is included herein.


Changes in Internal Control Over Financial Reporting


There was no change in our internal control over financial reporting during the fourth quarter of 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item9B.
Other Information





Not applicable


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 Table of Contents


PART III





Item 10.
Directors, Executive Officers and Corporate Governance





The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A, to be filed not later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.





Executive Officers





Our executive officers as of December 31, 2010, and their ages and positions as of that date, are as follows:





Name

Age

PositionJohn F. Terwilliger

63

President, Chief Executive Officer and ChairmanJames J. Jacobs

33

Chief Financial OfficerKenneth Jeffers

50

Senior Vice President of Exploration





John F. Terwilliger has served as our President, CEO and Chairman since our inception in April 2001.





James J. Jacobs has served as our Chief Financial Officer since July 2006. From April 2003 until joining the Company, Mr. Jacobs served as an Associate and as Vice President—Energy Investment Banking at Sanders Morris Harris, Inc., an investment banking firm, where he specialized in energy sector financing and transactions. Previously, Mr. Jacobs was an Energy Finance Analyst at Duke Capital Partners, LLC from June 2001 to April 2003 and a Tax Consultant at Deloitte & Touché, LLP. Mr. Jacobs holds a Masters of Professional Accounting from the University of Texas and is a Certified Public Accountant.





Kenneth Jeffers has served as our Senior Vice President of Exploration since August 2010. Prior to his appointment as an officer, Mr. Jeffers served as a consultant to Houston American for six months focused on identification of prospects on the Company’s Colombian acreage. Previously, Mr. Jeffers served as Vice President, Geophysics for Goodrich Petroleum Corporation from 2004 to 2007. Mr. Jeffers’ experience includes serving as an exploration geophysicist with Mobil Oil and later serving as a staff geophysicist and senior geophysicist with Anadarko Petroleum, Pennzoil, Hunt Oil and Goodrich Petroleum.





There are no family relationships among the executive officers and directors. Except as otherwise provided in employment agreements, each of the executive officers serves at the discretion of the Board.





Item11.
Executive Compensation





The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A, to be filed not later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.





Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A, to be filed not later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.





Equity compensation plan information is set forth in Part II, Item 5 of this Form 10-K.





Item 13.
Certain Relationships and Related Transactions, and Director Independence





The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A, to be filed not later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.





Item 14.
Principal Accountant Fees and Services





The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A, to be filed not later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.


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PART IV





Item15.
Exhibits and Financial Statement Schedules





1.
Financial statements. See “Index to Financial Statements” on page 44 of this report.





2.
Exhibits





Incorporated by ReferenceExhibit

Number

Exhibit Description

Form

Date

Number

Filed

Herewith3.1


Certificate of Incorporation of Houston American Energy Corp. filed April 2, 2001

SB-2

8/3/01

3.13.2


Amended and Restated Bylaws of Houston American Energy Corp. adopted November 26, 2007

8-K

11/29/07

3.13.3


Certificate of Amendment to the Certificate of Incorporation of Houston American Energy Corp. filed September 25, 2001

SB-2

10/01/01

3.44.1


Text of Common Stock Certificate of Houston American Energy Corp.

SB-2

8/3/01

4.110.1


Houston American Energy Corp. 2005 Stock Option Plan*

8-K

8/16/05

10.110.2


Form of Director Stock Option Agreement*

8-K

8/16/05

10.210.3


Houston American Energy Corp. 2008 Equity Incentive Plan*

Sch 14A

4/28/08

Ex A10.4


Letter Agreement, dated February 3, 2009, between Houston American Energy Corp., Yazoo Pipeline Co., L.P., Sterling Exploration & Production Co., L.L.C., and Matagorda Operating Company.

8-K

2/05/09

10.110.5


Form of Subscription Agreement, dated November 2009 relating to the sale of shares of common stock

8-K

12/03/09

10.110.6


Employment Agreement of Kenneth Jeffers*







X14.1


Code of Ethics for CEO and Senior Financial Officers

10-KSB

3/26/04

14.123.1


Consent of GBH CPAs, PC







X23.2


Consent of Lonquist & Co., LLC







X31.1


Section 302 Certification of CEO







X31.2


Section 302 Certification of CFO







X32.1


Section 906 Certification of CEO







X32.2


Section 906 Certification of CFO







X99.1


Code of Business Ethics

8-K

7/7/06

99.199.2


Report of Lonquist & Co., LLC







X


_________________________________


*
Compensatory plan or arrangement.


42
 Table of Contents





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




HOUSTON AMERICAN ENERGY CORP.Dated: March 15, 2011By:
/s/ John F. TerwilligerJohn F. Terwilliger

President





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Signature

Title

Date/s/ John F. Terwilliger

Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)

March 15, 2011John F. Terwilliger/s/ O. Lee Tawes III

Director

March 15, 2011O. Lee Tawes, III/s/ Stephen Hartzell

Director

March 15, 2011Stephen Hartzell/s/ John P. Boylan

Director

March 15, 2011John P. Boylan/s/ James J. Jacobs

Chief Financial Officer (Principal Accounting and Financial Officer)

March 15, 2011James J. Jacobs


43
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HOUSTON AMERICAN ENERGY CORP.





INDEX TO FINANCIAL STATEMENTS





Reports of Independent Registered Public Accounting Firm
45Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009
47Consolidated Statements of Operations For the Years Ended December 31, 2010, 2009 and 2008
48Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December 31, 2010, 2009 and 2008
49Consolidated Statements of Cash Flows For the Years Ended December 31, 2010, 2009 and 2008
50Notes to Consolidated Financial Statements
51


44
 Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders


Houston American Energy Corp.


Houston, Texas





We have audited Houston American Energy Corp.’s (the “Company”) internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Criteria”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based upon our audit.





We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.





A company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





In our opinion, Houston American Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based upon the COSO Criteria.





We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Houston American Energy Corp. as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years ended December 31, 2010, 2009 and 2008, and our report dated March 15, 2011 expressed an unqualified opinion thereon.





/s/GBH CPAs, PC





GBH CPAs, PC


www.gbhcpas.com


Houston, Texas





March 15, 2011


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders


Houston American Energy Corp.


Houston, Texas





We have audited the accompanying consolidated balance sheets of Houston American Energy Corp. (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years ended December 31, 2010, 2009 and 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Houston American Energy Corp. as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years ended December 31, 2010, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.





We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Houston American Energy Corp.’s internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 15, 2011 expressed an unqualified opinion thereon.





/s/ GBH CPAs, PC





GBH CPAs, PC


www.gbhcpas.com


Houston, Texas





March 15, 2010


46
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HOUSTON AMERICAN ENERGY CORP.





CONSOLIDATED BALANCE SHEETS





December 31,2010


2009ASSETSCURRENT ASSETSCash

$
26,656,450


$
11,973,137Restricted cash – letter of credit


3,056,250



2,037,500Accounts receivable – oil and gas sales


1,226,341



1,831,674Accounts receivable – other


3,951,370



—Escrow receivable – current


4,440,953



873,871Note receivable


—



125,000Prepaid expenses and other current assets


8,872



8,913TOTAL CURRENT ASSETS


39,340,236



16,850,095PROPERTY, PLANT AND EQUIPMENTOil and gas properties, full cost methodCosts subject to amortization


1,831,738



22,050,265Costs not being amortized


10,258,980



5,558,324Office equipment


90,004



11,878Total


12,180,722



27,620,467Accumulated depletion, depreciation, amortization, and impairment


(1,489,301
)


(16,264,212
)PROPERTY, PLANT AND EQUIPMENT, NET


10,691,421



11,356,255Deferred tax asset


1,997,079



5,680,026Escrow receivable


3,434,167



—Other assets


13,525



176,453TOTAL ASSETS

$
55,476,428


$
34,062,829LIABILITIES AND SHAREHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable

$
122,536


$
469,528Accrued expenses


11,963



14,949Income taxes payable


4,950,531



128TOTAL CURRENT LIABILITIES


5,085,030



484,605LONG-TERM DEBTReserve for plugging and abandonment costs


15,441



316,260Deferred rent obligation


11,320



16,652TOTAL LONG-TERM DEBT


26,761



332,912COMMITMENTS AND CONTINGENCIES


-—



-—SHAREHOLDERS’ EQUITYCommon stock, par value $0.001;100,000,000 shares authorized, 31,080,772 and 30,890,772 shares issued and outstanding, respectively


31,081



30,891Additional paid-in capital


38,422,435



35,495,395Accumulated earnings (deficit)


11,911,121



(2,280,974
)TOTAL SHAREHOLDERS’ EQUITY


50,364,637



33,245,312TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$
55,476,428


$
34,062,829





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


47
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HOUSTON AMERICAN ENERGY CORP.





CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008





2010


2009


2008Oil and gas revenue

$
19,508,894


$
8,116,275


$
10,622,050EXPENSES OF OPERATIONSLease operating expense and severance tax


8,142,444



4,746,295



3,366,740Joint venture expense


156,686



172,890



183,510Depreciation and depletion


3,161,366



1,900,631



5,816,691Impairment of oil and gas properties


—



—



5,621,106Gain on sale of oil and gas properties


(27,159,114
)


—



(7,615,236
)General and administrative expense


4,896,955



2,768,195



3,152,930Total expenses


(10,801,663
)


9,588,011



10,525,741Income (loss) from operations


30,310,557



(1,471,736
)


96,309OTHER INCOME (EXPENSE)Interest income


65,155



64,882



295,375Interest expense


(4,772
)


—



—Other income


12,864



—



—Total other income


73,247



64,882



295,375Net income (loss) before taxes


30,383,804



(1,406,854
)


391,684Income tax expense (benefit)


9,353,864



(737,406
)


(73,261
)Net income (loss)

$
21,029,940


$
(669,448
)

$
464,945Basic net income (loss) per share

$
0.68


$
(0.02
)

$
0.02Diluted net income (loss) per share

$
0.66


$
(0.02
)

$
0.02Basic weighted average shares


31,070,101



28,214,553



27,992,808Diluted weighted average shares


31,958,073



28,214,553



28,038,847





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


48
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HOUSTON AMERICAN ENERGY CORP.





CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 and 2008





Common Stock


Treasury Stock


Accumulated EarningsShares


Amount


Additional Paid-in Capital


Shares


Amount


(Deficit)


TotalBalance at December 31, 2007


27,920,172


$
27,920


$
22,377,832



(100,000
)

$
(85,834
)

$
(2,076,471
)

$
20,243,447Retired treasury stock


(100,000
)


(100
)


(85,734
)


100,000



85,834



—



—Stock issued for -Employees


55,600



56



400,264



—



—



—



400,320Warrant exercise


125,000



125



374,875



—



—



—



375,000Options issued to directors


—



—



15,113



—



—



—



15,113Options issued to employee


—



—



671,454



—



—



—



671,454Dividends paid


—



—



(1,122,031
)


—



—



—



(1,122,031
)Net income


—



—



—



—



—



464,945



464,945Balance at December 31, 2008


28,000,772


$
28,001


$
22,631,773



—


$
—


$
(1,611,526
)

$
21,048,248Stock issued for -Cash, net of offering costs of $758,760


2,890,000


$
2,890


$
12,763,550



—


$
—


$
—


$
12,766,440Options issued to directors


—



—



38,174



—



—



—



38,174Options issued to employee


—



—



1,041,955



—



—



—



1,041,955Dividends paid


—



—



(980,057
)


—



—



—



(980,057
)Net loss


—



—



—



—



—



(669,448
)


(669,448
)Balance at December 31, 2009


30,890,772


$
30,891


$
35,495,395



—


$
—


$
(2,280,974
)

$
33,245,312Stock issued for -Warrant exercise


190,000


$
190


$
569,810



—


$
—


$
—


$
570,000Options issued to directors


—



—



1,177,783



—



—



—



1,177,783Options issued to employee


—



—



1,179,447



—



—



—



1,179,447Dividends paid


—



—



—



—



—



(6,837,845
)


(6,837,845
)Net income


—



—



—



—



—



21,029,940



21,029,940Balance at December 31, 2010


31,080,772


$
31,081


$
38,422,435



—


$
—


$
11,911,121


$
50,364,637





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


49
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HOUSTON AMERICAN ENERGY CORP.





CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008





2010


2009


2008CASH FLOW FROM OPERATING ACTIVITIESNet income (loss)

$
21,029,940


$
(669,448
)

$
464,945Adjustments to reconcile net income (loss) to net cash provided by (used in) operationsDepreciation and depletion


3,161,366



1,900,631



5,816,691Stock based compensation


2,357,230



1,080,129



1,086,887Impairment of oil and gas properties


—



—



5,621,106Deferred tax asset


3,682,947



(402,672
)


(5,277,354
)Accretion of asset retirement obligation


24,272



13,038



17,501Amortization of deferred rent


(5,332
)


(2,962
)


(592
)Gain on sale of oil and gas properties


(27,159,114
)


—



(7,615,236
)Change in operating assets and liabilities:Decrease (increase) in accounts receivable


605,333



(1,516,043
)


278,716Decrease in prepaid expense


41



11,327



12,191(Decrease) increase in accounts payable and accrued liability


4,593,988



(898,677
)


1,047,199Net cash provided by (used in) operations


8,290,671



(484,677
)


1,452,054CASH FLOW FROM INVESTING ACTIVITIESPurchases of marketable securities


—



—



(3,000,000
)Sales of marketable securities


—



—



12,650,000Restricted cash held for letter of credit


(1,018,750
)


(2,037,500
)


—Payments for accounts receivable - other


(3,951,370
)


—



—Payments for issuance of note receivable


—



(125,000
)


—Proceeds from payment of note receivable


125,000



—



—Payments for acquisition and development of oil and gas properties and assets


(8,662,516
)


(8,273,545
)


(10,841,353
)Proceeds from sale of Colombian properties, net of expenses


22,289,653



—



9,878,797Proceeds from sale of US properties, net of expenses


3,653,169



397,102



273,696Payments for property, plant, and equipment


(78,126
)


—



—Payments for deposits


(10,357
)


—



—Proceeds (payments) from (to) escrow receivable, net


313,784



799,680



(173,287
)Net cash provided by (used in) investing activities


12,660,487



(9,239,263
)


8,787,853CASH FLOW FROM FINANCING ACTIVITIESSale of common stock


—



13,525,200



—Common stock offering costs


—



(758,760
)


—Exercise of warrants


570,000



—



375,000Dividends paid


(6,837,845
)


(980,057
)


(1,122,031
)Net cash provided by (used in) financing activities


(6,267,845
)


11,786,383



(747,031
)INCREASE IN CASH


14,683,313



2,062,443



9,492,876Cash, beginning of year


11,973,137



9,910,694



417,818Cash, end of year

$
26,656,450


$
11,973,137


$
9,910,694SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid

$
4,772


$
—


$
—Taxes paid

$
720,512


$
224,261


$
5,200,306SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIESNet change in asset retirement obligation

$
3,142


$
117,312


$
99,981Retired treasury stock

$
—


$
—


$
85,834Cash proceeds from sale of oil and gas properties escrowed

$
7,315,033


$
—


$
1,673,551





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


50
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HOUSTON AMERICAN ENERGY CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1—NATURE OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





General





Houston American Energy Corp. (a Delaware Corporation) (“the Company” or “HUSA”) was incorporated on April 2, 2001. The Company is engaged, as a non-operating joint owner, in the exploration, development, and production of natural gas, crude oil, and condensate from properties located principally in the Gulf Coast area of the United States and international locations with proven production, which to date has focused on Colombia, South America.





Consolidation





The accompanying consolidated financial statements include all accounts of HUSA and its subsidiaries (HAEC Louisiana E&P, Inc. and HAEC Caddo Lake E&P, Inc.). All significant inter-company balances and transactions have been eliminated in consolidation.





General Principles and Use of Estimates





The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation, environmental liabilities, income taxes, determination of proved reserves of oil and gas and asset retirement obligations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.





Reclassification





Certain amounts for prior periods have been reclassified to conform to the current presentation.





Oil and Gas Revenues





The Company recognizes sales revenues, net of royalties and net profits interests, based on the amount of gas, oil and condensate sold to purchasers when delivery to the purchaser has occurred and title has transferred. This occurs when production has been delivered to a pipeline. The Company follows the sales method to account for natural gas imbalances. Sales may result in more or less than the Company’s share of pro-rata production from certain wells. When natural gas sales volumes exceed the Company’s entitled share and the accumulated overproduced balance exceeds the Company’s share of the remaining estimated proved natural gas reserves for a given property, the Company will record a liability. Historically, sales volumes have not materially differed from the Company’s entitled share of natural gas production and the Company did not have a material imbalance position in terms of volumes or values at December 31, 2010 or 2009.





Oil and Gas Properties





The Company uses the full cost method of accounting for exploration and development activities as defined by the SEC. Under this method of accounting, the costs for unsuccessful, as well as successful, exploration and development activities are capitalized as oil and gas properties. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping the wells and any internal costs that are directly related to acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Proceeds from the sale or other disposition of oil and gas properties are generally treated as a reduction in the capitalized costs of oil and gas properties, unless the impact of such a reduction would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country.


51
 Table of Contents


The Company categorizes its full costs pools as costs subject to amortization and costs not being amortized. The sum of net capitalized costs subject to amortization, including estimated future development and abandonment costs, are amortized using the unit-of-production method. Depletion and amortization for oil and gas properties was $3,145,915, $1,900,631 and $5,816,691 at December 31, 2010, 2009 and 2008, respectively and accumulated amortization, depreciation and impairment was $1,461,972 and $16,252,334 at December 31, 2010 and 2009, respectively.





Costs Excluded





Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent costs of investments in unproved properties. The Company excludes these costs on a country-by-country basis until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the costs subject to amortization.





Ceiling Test





Under the full cost method of accounting, a ceiling test is performed each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X. The ceiling test determines a limit, on a country-by-country basis, on the book value of oil and gas properties. The capitalized costs of proved oil and gas properties, net of accumulated depreciation, depletion, amortization and impairment (“DD&A”) and the related deferred income taxes, may not exceed the estimated future net cash flows from proved oil and gas reserves, calculated for 2010 using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) with consideration of price change only to the extent provided by contractual arrangement, discounted at 10%, net of related tax effects. If capitalized costs exceed this limit, the excess is charged to expense and reflected as additional accumulated DD&A.





Unevaluated oil and gas properties not subject to amortization at December 31, 2010 included the following:








North America


South America


TotalLeasehold acquisition costs

$
610,468


$
2,184,971


$
2,795,439Geological, geophysical, screening and evaluation costs


880



7,462,661



7,463,541Total

$
611,348


$
9,647,632


$
10,258,980





Unevaluated oil and gas properties not subject to amortization at December 31, 2009 included the following:





North America


South America


TotalLeasehold acquisition costs

$
814,766


$
2,555,968


$
3,370,734Geological, geophysical, screening and evaluation costs


1,702,533



437,763



2,140,296Leasehold retention costs


47,294



—



47,294Total

$
2,564,593


$
2,993,731


$
5,558,324





Furniture and Equipment





Office equipment is stated at original cost and is depreciated on the straight-line basis over the useful life of the assets, which ranges from three to five years.





Depreciation expense for office equipment was $15,451 for 2010 and $0 for 2009 and 2008 and accumulated depreciation was $27,329 at December 31, 2010.


52
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Asset Retirement Obligations





The Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”), which addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. For the Company, asset retirement obligations (“ARO”) represent the systematic, monthly accretion and depreciation of future abandonment costs of tangible assets such as platforms, wells, service assets, pipelines, and other facilities. ASC 410 requires that the fair value of a liability for an asset’s retirement obligation be recorded in the period in which it is incurred if a reasonable estimate of fair value can be made, and that the corresponding cost is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, an adjustment is made to the full cost pool, with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. Although the Company’s domestic policy with respect to ARO is to assign depleted wells to a salvager for the assumption of abandonment obligations before the wells have reached their economic limits, as required under ASC 410, the Company has estimated its future ARO obligation with respect to its domestic operations. With the adoption of ASC 410, the ARO assets, which are carried on the balance sheet as part of the full cost pool, have been included in our amortization base for the purposes of calculating depreciation, depletion and amortization expense. For the purposes of calculating the ceiling test, the future cash outflows associated with settling the ARO liability have been included in the computation of the discounted present value of estimated future net revenues.





The following table describes changes in our asset retirement liability during each of the years ended December 31, 2010 and 2009. The ARO liability in the table below includes amounts classified as both current and long-term at December 31, 2010 and 2009.





North America

Years Ended

December 31


South America

Years Ended

December 312010


2009


2010


2009ARO liability at January 1

$
24,506


$
9,479


$
291,754


$
176,431Accretion expense


2,568



882



21,704



12,156Liabilities incurred from drilling


—



15,241



6,856



91,727Liabilities settled—assets sold


(21,144
)


—



(307,089
)


—Changes in estimates


(449
)


(1,096
)


(3,265
)


11,440ARO liability at December 31,

$
5,481


$
24,506


$
9,960


$
291,754





Joint Venture Expense





Joint venture expense reflects the indirect field operating and regional administrative expenses billed by the operator of the Colombian concessions.





Income Taxes





Deferred income taxes are provided on a liability method whereby deferred tax assets and liabilities are established for the difference between the financial reporting and income tax basis of assets and liabilities as well as operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At December 31, 2010, the Company had a deferred tax asset of $1,997,079.


53
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Preferred Stock





The Company has authorized 10,000,000 shares of preferred stock with a par value of $0.001. The Board of Directors shall determine the designations, rights, preferences, privileges and voting rights of the preferred stock as well as any restrictions and qualifications thereon. No shares of preferred stock have been issued.





Cash and Cash Equivalents





Cash and cash equivalents consist of demand deposits and cash investments with initial maturity dates of less than three months.





Net Income (Loss) Per Share





Pursuant to FASB ASC Topic 260, Earnings Per Share, basic net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants using the treasury stock and “if converted” method. For periods in which net losses are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect.





As of December 31, 2010, 1,813,998 outstanding options to purchase common stock resulted in weighted averaged diluted shares outstanding of 31,958,073 based upon the treasury method, which resulted in $0.66 diluted earnings per share. For the year ended December 31, 2009, 1,538,998 options and 190,000 warrants to purchase common stock were excluded from the calculation of diluted net loss per share because they were anti-dilutive. For the year ended December 31, 2008, 1,392,333 options and 190,000 warrants to purchase common stock resulted in weighted average diluted shares outstanding of 28,038,847 based upon the treasury method, which resulted in $0.02 diluted earnings per share.





Concentration of Risk





The Company is dependent upon the industry skills and contacts of John F. Terwilliger and James J. Jacobs, the chief executive officer and chief financial officer, respectively, to identify potential acquisition targets in the onshore coastal Gulf of Mexico region of Texas and Louisiana and in the South American country of Colombia. Further, as a non-operator oil and gas exploration and production company, and through its interest in a limited liability company (“Hupecol”) and concessions operated by Hupecol, Shona Energy and by SK Energy in the South American country of Colombia, the Company is dependent on the personnel, management and resources of Hupecol, Shona Energy and SK Energy to operate efficiently and effectively.





As a non-operating joint interest owner, the Company has a right of investment refusal on specific projects and the right to examine and contest its division of costs and revenues determined by the operator.





The Company currently has interests in concessions in Colombia and expects to be active in Colombia for the foreseeable future. The political climate in Colombia is unstable and could be subject to radical change over a very short period of time. In the event of a significant negative change in political and economic stability in the vicinity of the Company’s Colombian operations, the Company may be forced to abandon or suspend their efforts. Either of such events could be harmful to the Company’s expected business prospects.





At December 31, 2010, 93% of the Company’s net oil and gas property investment and 99% of its revenue was with or derived from interests operated by Hupecol.





For 2010, 98% of our oil production from the Company’s mineral interests was sold to an international integrated oil company. The gas production is sold to U.S. natural gas marketing companies based on the highest bid. There were no other product sales of more than 10% to a single buyer.


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The Company reviews accounts receivable balances when circumstances indicate a balance may not be collectible. Historically, the Company has not experienced any uncollectible accounts receivable. Based upon the Company’s review, no allowance for uncollectible accounts was deemed necessary at December 31, 2010 and 2009, respectively.





Concentration of Credit Risk





Financial instruments that potentially subject the Company to a concentration of credit risk include cash and cash equivalents. The Company had cash deposits of $29,249,920 in excess of the FDIC’s current insured limit of $250,000 at December 31, 2010 for interest bearing accounts. The Company has not experienced any losses on its deposits of cash and cash equivalents.





Stock-Based Compensation





The Company measures the cost of employee services received in exchange for stock and stock options based on the grant date fair value of the awards under FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). The Company determines the fair value of stock option grants using the Black-Scholes option pricing model. The Company determines the fair value of shares of nonvested stock (also commonly referred to as restricted stock) based on the last quoted price of our stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, as defined in ASC 718, if any, are recognized as an addition to paid-in capital.





Recent Accounting Developments





In January 2010, the FASB issued revised authoritative guidance that requires more robust disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2 and 3. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009 (which is January 1, 2010 for the Company) except for the disclosures about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years (which is January 1, 2011 for the Company). Early application is encouraged. The revised guidance was adopted as of January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.





No other accounting standards or interpretations issued recently are expected to a have a material impact on our consolidated financial position, operations or cash flows.





NOTE 2—RELATED PARTIES





In conjunction with the Company’s efforts to secure oil and gas prospects, financing and services, in lieu of salary or other forms of compensation, during 2005, the Company granted to John F. Terwilliger, Chief Executive Officer, and Orrie L. Tawes, a principal shareholder and Director, overriding royalty interests in select mineral properties of the Company. During 2010 and 2009, Mr. Terwilliger received royalty payments relating to those properties totaling $458,448 and $114,135, respectively, and Mr. Tawes received royalty payments relating to those properties totaling $458,448 and $113,532, respectively.


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NOTE 3—INCOME TAXES





The following table sets forth a reconciliation of the statutory federal income tax for the years ending December 31, 2010, 2009 and 2008.





2010


2009


2008Income (loss) before income taxes

$
30,383,804


$
(1,406,854
)

$
391,684Income tax expense (benefit) computed at statutory rates

$
10,589,580


$
(478,330
)

$
133,173Permanent differences, nondeductible expenses


4,915



2,789



2,960Current Colombian tax expense


—



—



5,200,306Increase (decrease) in valuation allowance


(1,111,932
)


(220,939
)


(284,561
)Change in tax rate


(148,245
)


—



—Return to accrual items


—



—



99,330Foreign tax credit


—



—



(5,201,387
)State (net of federal benefit)


19,546



(40,926
)


(23,082
)Tax provision (benefit)

$
9,353,864


$
(737,406
)

$
(73,261
)Total ProvisionCurrent Federal

$
3,850,927


$
—


$
—Current State


30,071



—



3,787Deferred Federal


3,682,947



(361,737
)


(5,251,772
)Deferred State


—



(40,926
)


(25,582
)Foreign


1,789,919



(334,743
)


5,200,306Total provision (benefit)

$
9,353,864


$
(737,406
)

$
(73,261
)





At December 31, 2010 the Company has utilized its entire US Federal tax loss carry forward of $705,994 and its entire foreign tax credit carry forward of $1,684,745 in connection with the sale of interests in Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC. The valuation allowance associated with the foreign tax credit carry forward has been reversed as well.





The tax effects of the temporary differences between financial statement income and taxable income are recognized as a deferred tax asset and liabilities. Significant components of the deferred tax asset and liability as of December 31, 2010 and 2009 are set out below.





2010


2009Non-Current Deferred tax assets:Net operating loss carry forwards

$
—


$
240,038Foreign tax credit carry forwards


—



1,684,745Asset retirement obligation


—



17,781Deferred State Tax


(66,505
)


66,507Stock Compensation


1,560,696



714,647Book in excess of tax depreciation, depletion, and capitalization methods on oil and gas properties


369,878



3,579,549Other


—



315,067Colombia Future Tax Obligations


—



173,616Total Non-Current Deferred tax assets


1,997,079



6,791,949Non-Current Deferred tax liabilities:Total Non-Current tax liabilities






—Valuation Allowance


—



(1,111,923
)Net deferred tax asset

$
1,997,079


$
5,680,026




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Foreign Income Taxes





The Company owns an interest in various limited liability companies that operate and have activities in Colombia, through various entities controlled by Hupecol. Additionally, the Company owns an interest in properties located in Colombia and operated by SK Energy and Shona Energy. Colombia’s current tax rate is 33%. Based on information provided by the manager of Hupecol, the Company has determined its share of the Colombia tax liability relating to the entities operated by Hupecol for 2010 will be $1,789,919. This amount has been accrued during the year and will be funded by withholdings from the 2010 revenue and from revenue received in 2011. The Company has determined that it has no Colombian tax liability relating to the operations of SK Energy or Shona Energy during 2010.





NOTE 4—STOCK BASED COMPENSATION





On August 12, 2005, the Company’s Board of Directors adopted the Houston American Energy Corp. 2005 Stock Option Plan (the “2005 Plan”). The terms of the 2005 Plan allow for the issuance of up to 500,000 options to purchase 500,000 shares of the Company’s common stock.





During 2008, the Company’s shareholders approved and the Company granted 55,600 shares of restricted common stock with immediate vesting to the Company’s two principal officers. The Company recognized compensation expense of $400,320 based upon the stock price at the grant date attributable to these grants, which were originally approved, subject to stockholder approval, in 2007 by the Company’s Board of Directors and then later approved by the Company’s stockholders and issued in June 2008.





In 2008, the Company’s Board of Directors adopted the Houston American Energy Corp. 2008 Equity Incentive Plan (the “2008 Plan” and, together with the 2005 Plan, the “Plans”). The terms of the 2008 Plan allow for the issuance of up to 2,200,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock. Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.





During 2008, the Company granted 3,333 options to the members of the Board of Directors and 1,050,000 options to employees. Additionally, 200,000 previously granted options were vested at December 31, 2008.





The options granted to the directors during 2008 vested immediately, had a ten year life and were valued on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate 3.875%, expected life in years 5.0, expected stock volatility 73.81754%, and expected dividend yield of 0.0%. The Company determined the options qualify as ‘plain vanilla’ under the provisions of SAB 107 and the simplified method was used to estimate the expected option life. Using this model yielded a value of $15,113 which was charged to expense in 2008.





The options granted to employees during 2008 had a ten year life and 150,000 of the options vest ratably over three years and 900,000 of the options vest ratably over six years. The options were valued on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate 3.875%, expected life in years of 6 and 6.75, respectively, expected stock volatility 73.81754%, and expected dividend yield of 0.0%. The Company determined the options qualify as ‘plain vanilla’ under the provisions of SAB 107 and the simplified method was used to estimate the expected option life. The total value of the options was $5,299,214. The options are being expensed over the vesting period. During 2010, 2009 and 2008, $994,983, $1,007,558 and $586,361, respectively, were amortized to expense as employee compensation for the options granted to employees during 2008.





During 2009, the Company granted 26,665 options to members of the Board of Directors and 120,000 options to employees.


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The options granted to the directors during 2009 vested immediately, had a ten year life and were valued on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:, risk-free interest rate 3.19%, expected life of 5 years, expected stock volatility 87.625%, expected future dividend yield of 0.0%. The Company determined the options qualify as ‘plain vanilla’ under the provisions of SAB 107 and the simplified method was used to estimate the expected option life. Using this model yielded a value of $38,174 which was charged to expense in 2009 for the options granted to directors during 2009.





The options granted to employees during 2009 vest ratably over three years, had a ten year life and were valued on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate 3.19%, expected life of 6 years, expected stock volatility 87.625%, and expected future dividend yield of 0.0%. The Company determined the options qualify as ‘plain vanilla’ under the provisions of SAB 107 and the simplified method was used to estimate the expected option life. The total value of the options was $182,831. The options are being expensed over the vesting period. During 2010 and 2009, $60,943 and $34,396 was amortized to expense as employee compensation for the options granted to employees during 2009.





During 2010, the company granted 125,000 options to members of the Board of Directors and 150,000 options to employees.





The options granted to the directors during 2010 vested immediately, had a ten year life and were valued on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate 2.23%, expected life of 5.7 years, expected stock volatility 87.97%, and expected future dividend yield of 0.44%. The Company determined the options qualify as ‘plain vanilla’ under the provisions of SAB 107 and the simplified method was used to estimate the expected option life. Using this model yielded a value of $1,177,781 which was charged to expense in 2010 for the options granted to directors during 2010. These options had a weighted average grant date fair value of $4.28 per share,





The options granted to employees during 2010 vest ratably over three years, had a ten year life and were valued on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate 1.70%, expected life of 5.8 years, expected stock volatility 87.35%, and expected future dividend yield of 0.0%. The Company determined the options qualify as ‘plain vanilla’ under the provisions of SAB 107 and the simplified method was used to estimate the expected option life. The total value of the options was $958,477. The options are being expensed over the vesting period. During 2010, $123,421 was amortized to expense as employee compensation for the options granted to employees during 2010. These options had a weighted average grant date fair value of $3.49 per share,


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Option activity during 2010, 2009 and 2008 is as follows:





Options


Weighted Average Exercise Price


Weighted Average Remaining Contractual Term

(in Years)


Aggregate Intrinsic ValueOutstanding at December 31, 2007


339,000


$
3.12Granted


1,053,333


$
7.20Exercised


—Forfeited


—Outstanding at December 31, 2008


1,392,333


$
6.21Granted


146,665


$
2.05Exercised


—Forfeited


—Outstanding at December 31, 2009


1,538,998


$
5.81Granted


275,000


$
10.85Exercised


—Forfeited


—Outstanding at December 31, 2010


1,813,998


$
6.57



7.44


$
20,889,613





As of December 31, 2010, 1,053,998 of the outstanding options were exercisable. The exercisable options had a weighted average exercise price of $6.18 and an intrinsic value of $12,554,713 as of December 31, 2010.





Unvested options at December 31, 2010 totaled 760,000, with a weighted average grant date fair value and exercise price per share of $4.97 and $7.02, respectively, an amortization period of 3.1 years and a weighted average remaining life of 7.89 years.





As of December 31, 2010, total unrecognized stock-based compensation expense related to non-vested stock options was $3,625,799. As of December 31, 2010 there were 886,002 shares of common stock available for issuance pursuant to future stock or option grants under the Plans.





The following table reflects share-based compensation recorded by the Company for 2010, 2009 and 2008:





2010


2009


2008Share-based compensation expense included in general and administrative expense

$
2,357,230


$
1,080,128


$
1,086,887Earnings per share effect of share-based compensation expense

$
(0.08
)

$
(0.04
)

$
(0.04
)





NOTE 5—COMMON STOCK





2009 Registered Direct Offering





In December 2009, the Company sold to various institutional investors, in a “registered direct” offering, an aggregate of 2,890,000 shares of common stock for net proceeds after offering costs of $12,766,440.


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Exercise of Warrants





During 2008, the placement agent of a 2005 private placement exercised 125,000 Placement Agent Warrants, and was issued 125,000 shares for an aggregate consideration of $375,000.





During 2010, the remaining 190,000 warrants were exercised and the Company issued 190,000 shares for an aggregate consideration of $570,000. At December 31, 2010, no warrants were outstanding.





Dividends





During 2010, 2009 and 2008, we declared and paid cash dividends to our shareholders of $0.22, $0.035 and $0.04 per share, or an aggregate of $6,837,845, $980,057 and $1,122,031, respectively.





NOTE 6—COMMITMENTS AND CONTINGENCIES





Lease Commitment





The Company leases office facilities under an operating lease agreement that expires May 31, 2012. The lease agreement requires future payments as follows:





Year

Amount2011


84,3152012


38,899Thereafter


—Total

$
123,124





Total rental expense was $80,381 in 2010, $99,388 in 2009 and $74,455 in 2008. The Company does not have any capital leases or other operating lease commitments.





Standby Letter of Credit – CPO 4 Block





On November 5, 2009 JP Morgan Chase issued a Letter of Credit to Banco de Bogota S.A. for $2,037,500. Banco de Bogota then in turn issued a Stand by Letter of Credit to the Agency De National Hydrocarbons to guaranty Houston American Energy’s compliance and proper execution of the work obligations relating to the phase one (1) work program of the CPO-4 block for Houston American Energy’s 25% interest in the Block. Per the Standby Letter of Credit issued between JP Morgan Chase and Banco de Bogota, Houston American Energy was required to keep on deposit with JP Morgan Chase $2,037,500. In addition, Houston American Energy was required by JP Morgan Chase to pay fees associated with the Standby Letter of Credit equal to 1.0% per year of the amount, equal to $20,375.





On December 2, 2010 JP Morgan Chase amended the Letter of Credit to Banco de Bogota S.A. to increase the total amount of the Letter of Credit to $3,056,250. Banco de Bogota then in turn issued an amended Stand by Letter of Credit to the Agency de National Hydrocarbons to guaranty Houston American Energy’s compliance and proper execution of the work obligations relating to the phase one (1) work program for the CPO-4 block for Houston American Energy’s 37.5% interest in the Block. Per the amended Standby Letter of Credit issued between JP Morgan Chase and Banco de Bogota, the date of expiration was extended until January 18, 2013 and Houston American Energy is required to keep on deposit with JP Morgan Chase $3,056,250. This increase in deposits was related to Houston American Energy increasing its interest in the CPO 4 block from 25.0% to 37.5%. All other terms and conditions of the Letter of Credit remained unchanged. Houston American Energy paid JP Morgan fees associated with the Standby Letter of Credit equal to 1.0% per year of the amount, equal to $32,070. The deposit with JP Morgan Chase is classified as Restricted cash – letter of credit in the accompanying balance sheet.


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Legal Contingencies





The Company is subject to legal proceedings, claims and liabilities that arise in the ordinary course of its business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as further information develops or circumstances change. The Company is currently not a party to any litigation.





Environmental Contingencies





The Company’s oil and natural gas operations are subject to stringent federal, state and local laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas, and impose substantial liabilities for pollution resulting from our operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, incurrence of investigatory or remedial obligations or the imposition of injunctive relief. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require the Company to make significant expenditures to maintain compliance, and may otherwise have a material adverse effect on its results of operations, competitive position or financial condition as well as the industry in general. Under these environmental laws and regulations, the Company could be held strictly liable for the removal or remediation of previously released materials or property contamination regardless of whether the Company was responsible for the release or if its operations were standard in the industry at the time they were performed. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks.





Development Commitments





During the ordinary course of oil and gas prospect development, the Company commits to a proportionate share for the cost of acquiring mineral interests, drilling exploratory or development wells and acquiring seismic and geological information.





Employment Arrangements





The Company has one employment agreement with its Senior Vice President of Exploration, Ken Jeffers. Under the agreement, Mr. Jeffers receives a base salary of $240,000 annually and is entitled to discretionary bonuses and other benefits consistent with those available to members of senior management. The Company has no other employment agreements.





NOTE 7—NOTES RECEIVABLE





Yazoo DIP Financing





On February 4, 2009, the Company entered into a letter agreement (the “Letter Agreement”) with Yazoo Pipeline Co., L.P., Sterling Exploration & Production Co., L.L.C., and Matagorda Operating Company (together, the “Debtors”), pursuant to which the Company agreed to provide debtor-in-possession financing (“DIP Financing”) to the Debtors subject to approval of the Letter Agreement by the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On February 4, 2009, the Bankruptcy Court entered an order approving the DIP Financing on the terms set out in the Letter Agreement.





Under the terms of the Letter Agreement, the Company advanced a total of $115,724 to the Debtors. Advances incurred interest at 10% per annum and were to be repaid in full ninety (90) days from approval of the DIP Financing by the Bankruptcy Court, or the earlier consummation of a sale of the principal assets of the Debtors to the Company.


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Pursuant to its rights under the Letter Agreement, after conducting due diligence with respect to the Debtors, the Company elected to terminate negotiations with the Debtors with respect to the potential acquisition of the assets of the Debtors. On April 10, 2009, the Debtors repaid the DIP Financing in full in the amount of $117,897, including principal and interest, and at December 31, 2009, no amounts were owed to the Company relative to the DIP Financing.





West Klondike Advances





During 2009, the Company advanced funds towards the West Klondike prospect in Louisiana, but subsequently elected not to proceed with the project. On December 30, 2009, the operator of the West Klondike prospect delivered to the Company a promissory note in the amount of $125,000 representing the obligation of the operator to refund the amount advanced with respect to the prospect. The note was repaid in full during 2010.





NOTE 8—OIL AND GAS ACQUISITIONS





Domestic Leases





During 2009, the Company acquired interests in four prospects in Louisiana, the N. Jade and W. Jade prospects, acquired for $67,480, and the Profit Island and North Profit Island prospects, acquired for $350,644. Subsequent to purchasing its interest in the Profit and North Profit Island prospects, the Company sold down part of its interest in the Profit Island prospect. The Company still retains an interest in both of the prospects. See “Note 9 – Sale of Oil and Gas Properties – Sale of Domestic Leasehold Interests.”





During 2009, the Company acquired (1) a 2.5% working interest in over 4,500 acres under lease within a 50,000 acre area of mutual interest (AMI) in Karnes County, Texas, for a purchase price of $75,000, and (2) a 1.25% Overriding Royalty in the same leases and all acreage within the AMI, for a purchase price of $100,000. Per the contract, the Company was carried to the completion point on the first well. Subsequent to purchasing its interests in the Karnes County Leases and AMI, during the year ended December 31, 2010, the Company sold its entire interest in the Karnes County Leases and AMI. See “Note 9 – Sale of Oil and Gas Properties – Sale of Domestic Leasehold Interests.”





Colombian Leases





Serrania Contract Farmout





During 2009, the Company entered into a farmout agreement with Shona Energy Limited pursuant to which the Company will pay 25.0% of designated Phase 1 geological and seismic costs in return for a 12.5% interest in the Serrania Contract for Exploration and Production covering the approximately 110,769 acre Serrania Block in Colombia.





Los Picachos TEA





During 2009, the Company elected to participate at its percentage interest (12.5%) in the Los Picachos Technical Evaluation Agreement (the “TEA”).





The TEA was entered into by and between the Colombian National Hydrocarbons Agency (the “ANH”) and Hupecol Operating Co. LLC (“Hupecol”) and encompasses an 86,235 acre region located to the west and northwest of the Serrania block, which is located in the municipalities of Uribe and La Macarena in the Department of Meta in the Republic of Colombia.





As a result of the election to participate, the Company agreed to pay its proportionate share, or 12.5%, of the acquisition costs and costs for the minimum work program contained in the TEA.


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CPO 4 Farmout





During 2009, the Company announced the approval by the ANH of a Farmout Agreement and Joint Operating Agreement (the “JOA”) with SK Energy Co. LTD., a Korean multinational conglomerate (“SK”), relating to the CPO 4 Contract for Exploration and Production covering the 345,452 net acre CPO 4 Block located in the Western Llanos Basin in the Republic of Colombia.





Under the JOA, effective retroactive to May 31, 2009, SK will act as operator of the CPO 4 Block and the Company will pay 25.0% of all past and future cost related to the CPO 4 Block, as well as an additional 12.5% of the Seismic Acquisition Costs incurred during the Phase 1 Work Program, for which the Company will receive a 25.0% interest in the CPO 4 Block. The Company’s share of the past costs related to its initial 25.0% farm in was $194,584. During 2010, the Company entered into a separate Farmout Agreement with SK pursuant to which SK agreed to assign to the Company an additional 12.5% interest in the CPO 4 Block, increasing the Company’s current interest in the CPO 4 Block from 25% to 37.5%.





Under the terms of the Farmout Agreement, the Company will be responsible for paying its proportionate interest in all future development and operating costs (“Ongoing Costs”). In addition to payment of its proportionate interest in Ongoing Costs, the Company will be responsible for reimbursement to SK, or payment, of (i) 12.5% of certain defined past costs relating to development of the CPO 4 Block (the “Past Costs”), and (ii) 25% of seismic acquisition costs incurred with respect to the Phase One cost of CPO 4 Block between June 18, 2009 and June 17, 2012 (the “Seismic Acquisition Costs”). The assignment of the additional interest in the CPO 4 Block was conditioned upon the approval by the ANH and the Republic of Korea by July 31, 2011 and payment of the Company’s proportionate interest in Past Costs. During 2010 the Company received, and paid, an invoice for $3,939,003 for its share of the Past Costs. In December 2010 the Company received Resolution 578 from the ANH approving our additional 12.5% interest in Block CPO 4 along with the assignment from SK bringing our total interest to 37.5% in the Block.





Pursuant to the terms of, and in conjunction with, the Farmout Agreement and the JOA, the Company entered into a separate agreement with Gulf United Energy, Inc. (“Gulf United”) whereby the Company waived its right of first refusal under the JOA for the specific purpose of permitting Gulf United to acquire a 12.5% interest in the CPO 4 Block. Under the agreement with Gulf United, as a condition of the Company’s agreement to waive its preferential rights, Gulf United agreed to pay to the Company, not later than 30 days following ANH approval, (i) the Company’s 12.5% share of Past Costs incurred through July 31, 2010, and (ii) the Company’s 25% share of Seismic Acquisition Costs incurred through July 31, 2010. Upon Gulf United receiving ANH approval, it will reimburse us for the $3,939,003 invoiced by SK Energy for Past Costs; plus any additional cost accrued under the terms of the Farmout Agreement. At December 31, 2010, the Company has recorded as accounts receivable – other the amount due from Gulf United of $3,939,003. As of December 31, 2010 and through the date of this filing, Gulf United had not yet received ANH approval.





The Phase 1 Work Program consists of reprocessing approximately 400 kilometers of existing 2-D seismic data, the acquisition, processing and interpretation of a 2-D seismic program containing approximately 620 kilometers of data and the drilling of two exploration wells. The phase 1 work program was modified in 2010 to allow 3-D data to be shot in place of the initial 2-D requirement. The Phase 1 seismic acquisition was completed during 2010 and the entire Phase 1 Work Program is estimated to be completed by December of 2011.





For 2011, SK Energy has advised us that they plan to focus on the drilling of three wells on CPO 4. Our budgeted expenditures on the CPO 4 Block for 2011 are approximately $20.0 million.





Macaya TEA





During 2010, the Company elected to participate for its percentage interest (12.5%) in the Macaya Technical Evaluation Agreement (the “Macaya TEA”).





The Macaya TEA was entered into by and between the ANH and Hupecol, and encompasses a 195,171 acre region located to the southeast of the Serrania block, which is located in the municipalities of Uribe and La Macarena in the Department of Meta in the Republic of Colombia.


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As a result of the election to participate, the Company agreed to pay its proportionate share, or 12.5%, of the acquisition costs and costs for the minimum work program contained in the Macaya TEA.





LLA 62 Block





During 2010, the Company elected to participate for its percentage interest (1.6%) in the LLA 62 Block in Colombia (the “LLA 62 Block”).





The LLA 62 Block was awarded to Hupecol by the ANH during 2010. The LLA 62 Block is adjacent to the La Cuerva Block operated by Hupecol. The award of the LLA 62 Block includes a Phase I commitment to shoot 60 square kilometers of 3D seismic on the block.





As a result of the election to participate the Company agreed to pay its proportionate share (1.6%) of all costs of exploiting the block, except the 3D seismic costs, where the Company agreed to pay two times its proportional cost.





NOTE 9—SALE OF OIL AND GAS PROPERTIES





Sale of Caracara Assets – 2008





In June 2008, the Company, through Hupecol Caracara LLC as owner/operator under the Caracara Association Contract, sold all of its interest in the Caracara Association Contract and related assets for a total cash consideration of $11,917,418. At December 31, 2007, the estimated proved reserves associated with these assets totaled 787,742 barrels of oil, which represented 60.37% of the Company’s estimated proved oil and natural gas reserves. Sales of oil and gas properties under the full cost method of accounting are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless the adjustment significantly alters the relationship between capitalized costs and reserves. Since the sale of these oil and gas properties would significantly alter the relationship, the Company recognized a gain on the sale of $7,615,236 during the year ended December 31, 2008, computed as follows:





Proceeds from the sale

$
11,917,418Add: Transfer of asset retirement and other obligations


46,633Less: Transaction costs


(370,908
)Carrying value of oil and gas properties


(3,977,907
)Carrying value of other assets


—Net gain on sale

$
7,615,236





The carrying value of the properties sold was computed by allocating total capitalized costs within the non-U.S. full cost pool between properties sold and properties retained based upon the ratio of proved reserves sold and those proved reserves retained to total estimated proved reserves prior to the sale.





The following table presents pro forma data that reflects revenue, income from continuing operations, net income and income per share for 2008 as if the Caracara transaction had occurred at the beginning of the period and excludes the related gain on sale.





2008Oil and gas revenue

$
7,616,910Loss from operations


(9,748,235
)Net income (loss)

$
(4,436,584
)Basic loss per share

$
(0.16
)Diluted loss per share

$
(0.16
)


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 Table of Contents


Pursuant to the terms of the sale of the Caracara assets, on the closing date of the sale, a portion of the purchase price was deposited in escrow to settle post-closing adjustments under the purchase and sale agreement. The Company’s proportionate interest in the escrow deposit totaled $1,673,551, and was recorded as Escrow receivable. On June 17, 2009, $1,158,613 of the funds deposited in escrow was released to the Company based on post-closing adjustments. At December 31, 2009, the balance of the funds held in escrow, including $514,938 representing the Company’s proportionate interest in the escrow deposit, continued to be held in escrow pending resolution of disputes among Hupecol, the purchaser of the Caracara assets and Ecopetrol.





As of December 31, 2010, the balance held in escrow for the sale of the Caracara assets was $267,451. These funds continue to be held pending resolution of disputes among Hupecol, the purchaser of the Caracara assets and Ecopetrol.





Colombian taxes attributable to the sale of the Caracara assets, totaling $4,394,575, were recorded and paid at the time of closing.





Sale of Unproven Domestic Leasehold Interests





During 2009, the Company received $353,896 from the sale of part of its interest in the Profit Island prospect. The proceeds received were recorded as a reduction of oil and gas properties. The Company still retains an interest in both of the prospects. See “Note 8 – Oil and Gas Acquisitions – Domestic Leases.”





During 2010, the Company sold its 2.5% Working Interest and our 1.25% of 8/8’s Overriding Royalty Interest in 6,000 + gross acres in Karnes County, Texas and our right to a 1.25% ORRI in an AMI covering approximately50,000 gross acres in Karnes County, Texas for approximately $4.1 million in cash, less customary closing costs. The Company recorded a reduction of oil and gas properties of $2,302,299 and recognized a gain on sale of $1,762,066.





Sale of Interest in Hupecol Dorotea and Cabiona, LLC and Hupecol Llanos, LLC





In December 2010, Hupecol Dorotea & Cabiona Holdings, LLC (“Hupecol D&C Holdings”) and Hupecol Llanos Holdings, LLC (“Hupecol Llanos Holdings”) sold all of their interests in Hupecol Dorotea and Cabiona, LLC (“HDC, LLC”) and Hupecol Llanos, LLC (“HL, LLC”). The Company owns 12.5% interests in each of Hupecol D&C Holdings and Hupecol Llanos Holdings and, in turn, indirect interests in each of HDC, LLC and HL, LLC, which companies hold interests in the Dorotea, Cabiona, Leona and Las Garzas blocks and related assets in Colombia.





HDC, LLC sold for $200 million and HL, LLC sold for $81 million, each subject to certain closing adjustments based on operations between the June 1, 2010 effective date and the closing date. Fifteen percent of the sales price of each of HDC, LLC and HL, LLC will be held in escrow to fund potential claims arising from the sale, with escrowed amounts to be released over a three year period based on amounts remaining in escrow after any claims. In addition to the fifteen percent escrowed, Hupecol withheld 5% of the proceeds in escrow for any contingencies that may arise, and it is expected that the Company will receive the 5% withheld by Hupecol in 2011. Pursuant to its 12.5% ownership interest in each of Hupecol D&C Holdings and Hupecol Llanos Holdings, the Company received 12.5% in the net sale proceeds after deduction of commissions and transaction expenses from each sale and subject to the escrow hold back. Following completion of the sale of HDC, LLC and HL, LLC, the Company had no continuing interest in the Dorotea, Cabiona, Leona and Las Garzas blocks.





At December 31, 2009, the Company’s estimated proved reserves associated with the Dorotea, Cabiona, Leona and Las Garzas blocks totaled 1,178,576 barrels of oil, which represented 96.9% of the Company’s estimated proved oil and natural gas reserves. Sales of oil and gas properties under the full cost method of accounting are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless the adjustment significantly alters the relationship between capitalized costs and reserves. Since the sale of these oil and gas properties would significantly alter the relationship, the Company recognized a gain on the sale of $25,397,048 during the year ended December 31, 2010, computed as follows:


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Proceeds from the sale

$
34,503,835Add: Transfer of asset retirement and other obligations


321,798Less: Transaction costs


(5,439,349
)Carrying value of oil and gas properties, net


(3,989,236
)Net gain on sale

$
25,397,048





Because the Company determined there were substantial economic differences between the properties retained and those sold, the carrying value of the properties sold was computed by allocating total capitalized costs within the non-U.S. full cost pool between properties sold and properties retained based upon the relative fair values of the properties.





The following table presents pro forma data that reflects revenue, income from continuing operations, net income and income per share for 2010, 2009, and 2008 as if the HDC, LLC and HL, LLC transaction had occurred at the beginning of the period and excludes the related gain on sale.





2010


2009


2008Pro-Forma InformationOil and gas revenue

$
628,595


$
179,662


$
410,471Income (loss) from operations


(3,213,162
)


(4,769,339
)


(4,092,398
)Net income (loss)

$
(10,594,649
)

$
(1,761,062
)

$
1,476,543Basic income (loss) per share

$
(0.34
)

$
(0.06
)

$
0.05Diluted income (loss) per share

$
(0.34
)

$
(0.06
)

$
0.05





Pursuant to the terms of the sales of HDL, LLC and HL, LLC, on the closing date of the sale, a portion of the purchase price was deposited in escrow to settle post-closing adjustments under the purchase and sale agreement. The Company’s proportionate interest in the escrow deposit totaled $7,069,810, and was recorded as Escrow receivable. As of December 31, 2010, the Company is not aware of any claims by the Purchaser that would reduce the escrow receivable.





NOTE 10—GEOGRAPHICAL INFORMATION





The Company currently has operations in two geographical areas, the United States and Colombia. Revenues for the twelve months ended December 31, 2010, 2009 and 2008 and Long Lived Assets as of December 31, 2010, 2009 and 2008 attributable to each geographical area are presented below:





Year Ended December 31, 2010


Year Ended December 31, 2009


Year Ended December 31, 2008Revenues


Long Lived Assets, Net


Revenues


Long Lived Assets, Net


Revenues


Long Lived Assets, NetNorth America

$
206,591


$
737,066


$
171,922


$
2,730,667


$
410,471


$
1,708,617South America


19,302,303



9,954,355



7,944,353



8,625,588



10,211,579



3,554,514Total

$
19,508,894


$
10,691,421


$
8,116,275


$
11,356,255


$
10,622,050


$
5,263,131





NOTE 11—SUBSEQUENT EVENTS





On February 28, 2011 the Company issued to Edwin Broun III, a previous member of the Board of Directors, 31,901 shares of the Company’s common stock via a cashless exercise of the options he earned while serving on the Board of Directors.





The Company evaluated subsequent events through March 15, 2011, which is the date the financial statements were issued and there were no other significant events to report.


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NOTE 12—SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES (UNAUDITED)





This footnote provides unaudited information required by FASB ASC Topic 932, Extractive Activities—Oil and Gas.





Geographical Data





The following table shows the Company’s oil and gas revenues and lease operating expenses, which excludes the joint venture expenses incurred in South America, by geographic area:





2010


2009


2008RevenuesNorth America

$
206,591


$
171,922


$
410,471South America


19,302,303



7,944,353



10,211,579$
19,508,894


$
8,116,275


$
10,622,050Production CostNorth America

$
54,214


$
80,717


$
134,527South America


8,088,230



4,665,578



3,232,213$
8,142,444


$
4,746,295


$
3,336,740





Capital Costs





Capitalized costs and accumulated depletion relating to the Company’s oil and gas producing activities as of December 31, 2010, all of which are onshore properties located in the United States and Colombia, South America are summarized below:





United States


South America


TotalUnproved properties not being amortized

$
611,348


$
9,647,632


$
10,258,980Proved properties being amortized


851,355



980,383



1,831,738Accumulated depreciation, depletion, amortization and valuation allowances


(788,312
)


(673,660
)


(1,461,972
)Net capitalized costs

$
674,391


$
9,954,355


$
10,628,746





Amortization Rate





The amortization rate per unit based on barrel equivalents was $10.21 for the United States and $12.25 for South America.





Acquisition, Exploration and Development Costs Incurred





Costs incurred in oil and gas property acquisition, exploration and development activities as of December 31, 2010, 2009 and 2008 are summarized below:





2010United States


South AmericaProperty acquisition costs:Proved

$
—


$
—Unproved


312,921



—Exploration costs


—



7,017,816Development costs


—



1,331,779Total costs incurred

$
312,921


$
8,349,595


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 Table of Contents





2009United States


South AmericaProperty acquisition costs:Proved

$
106,875


$
—Unproved


1,010,941



2,560,808Exploration costs


335,070



2,505,497Development


—



1,754,354Total costs incurred

$
1,452,886


$
6,820,659








2008United States


South AmericaProperty acquisition costs:Proved

$
—


$
—Unproved


230,089Exploration costs


698,738



5,520,901Development costs


—



4,391,625Total costs incurred

$
928,827


$
9,912,526





Reserve Information and Related Standardized Measure of Discounted Future Net Cash Flows





In December 2009, the Company adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The rules also allow for the use of reliable technology to estimate proved oil and gas reserves if those technologies have been demonstrated to result in reliable conclusions about reserve volumes. The unaudited supplemental information on oil and gas exploration and production activities for 2010 and 2009 has been presented in accordance with the new reserve estimation and disclosure rules, which may not be applied retrospectively. The 2008 data is presented in accordance with FASB oil and gas disclosure requirements effective during those periods. Disclosures by geographic area include the United States and South America, which consists of our interests in Colombia. The supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company’s reserves. Volumes reported for proved reserves are based on reasonable estimates. These estimates are consistent with current knowledge of the characteristics and production history of the reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as future information becomes available.





Proved reserves are those estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and operating methods.


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 Table of Contents


The reserve estimates set forth below were prepared by Lonquist & Co., LLC (Lonquist), utilizing reserve definitions and pricing requirements prescribed by the SEC. Lonquist is an independent professional engineering firm specializing in the technical and financial evaluation of oil and gas assets. Lonquist’s report was conducted under the direction of Don E. Charbula, P.E., Vice President of Lonquist & Co. Mr. Charbula holds a BS in Petroleum Engineering from The University of Texas at Austin and is a registered professional engineer with more than 29 years of experience in production engineering, reservoir engineering, acquisitions and divestments, field operations and management. Lonquist and its employees have no interest in the Company, and were objective in determining the results of the Company’s reserves. Lonquist used a combination of production performance, offset analogies, seismic data and their interpretation, subsurface geologic data and core data, along with estimated future operating and development costs as provided by the Company and based upon historical costs adjusted for known future changes in operations or development plans, to estimate our reserves. The Company does not operate any of its oil and gas properties.





Total estimated proved developed and undeveloped reserves by product type and the changes therein are set forth below for the years indicated.





United States


South America


TotalGas (mcf)


Oil (bbls)


Gas (mcf)


Oil (bbls)


Gas (mcf)


Oil (bbls)Total proved reservesBalance December 31, 2007


135,649



4,012



—



1,281,227



135,649



1,285,239Extensions and discoveries


—



—



—



211,310



—



211,310Revisions of prior estimates


(92,127
)


(560
)


—



(401,350
)


(92,127
)


(401,910
)Sales of minerals in place


—



—



—



(757,605
)


—



(757,605
)Production


(24,748
)


(1,511
)


—



(122,107
)


(24,748
)


(123,618
)Balance December 31, 2008


18,774



1,941



—



211,475



18,774



213,416Extensions and discoveries


15,703



44



—



1,104,041



15,703



1,104,085Purchase of minerals in place


42,685



1,394



—



—



42,685



1,394Revisions of prior estimates


8,792



1,100



—



16,493



8,792



17,593Production


(15,761
)


(1,581
)


—



(129,782
)


(15,761
)


(131,363
)Balance December 31, 2009


70,173



2,898



—



1,202,227



70,193



1,205,125Extensions and discoveries


—



—



—



129,197



—



129,197Purchase of minerals in place


—



—



—



—



—Revisions of prior estimates


29,845



4,652



—



26,217



29,845



30,869Sales of minerals in place


—



—



—



(1,036,252
)


—



(1,036,252
)Production


(17,798
)


(1,540
)


—



(260,239
)


(17,798
)


(261,779
)Balance December 31, 2010


82,220



6,010



—



61,150



82,220



67,160Proved developed reservesat December 31, 2008


18,774



1,941



—



141,246



18,774



143,187at December 31, 2009


70,193



2,898



—



307,993



70,193



310,891at December 31, 2010


82,220



6,010



—



17,202



82,220



23,212Proved undeveloped reservesat December 31, 2008


—



—



—



70,229



—



70,229at December 31, 2009


—



—



—



894,234



—



894,234at December 31, 2010


—



—



—



43,948



—



43,948


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 Table of Contents


During 2010 and 2009, the Company recorded extensions and discoveries resulting principally from its ongoing drilling operations in Colombia. As of December 31, 2010, our proved undeveloped (“PUD”) reserves totaled 43,948 mbbls of oil and 0 mcf of natural gas, for a total of 43,948 mboe. Positive revisions of 129,197 boe in PUD reserves were due to the on-going drilling program and subsequent changes in subsurface mapping. None of the PUD reserves as of December 31, 2009 were converted to proved developed producing reserves in 2010. All PUD locations are scheduled to be drilled or otherwise converted to proved developed reserves before the end of 2015. None of our PUD locations have been booked for longer than five years.





The Company experienced downward revisions in estimated proved natural gas and oil reserves in 2008. The revisions to natural gas reserves during 2008 were primarily attributable to a downward revision in volumes of natural gas reserves based on updated well performance from the Company’s North American properties. The revisions to oil reserves during 2008 were primarily attributable to downward revisions in the volumes of oil reserves based on updated well performance from the Company’s South American properties.





Sales of reserves in place during 2008 represent the June 2008 transaction whereby the Company, through Hupecol Caracara LLC as owner/operator under the Caracara Association Contract, sold all of its interest in the Caracara Association Contract in Colombia.





Sales of reserves in place during 2010 represent the December 2010 transaction whereby entities owned 12.5% by the Company sold entities that held all of the Company’s interest in the Dorotea, Cabiona, Leona and Las Garzas blocks in Colombia.





The standardized measure of discounted future net cash flows relating to proved oil and gas reserves is computed using average first-day-of the-month prices for oil and gas during the 12 month period for 2010 and 2009, and using year-end prices for 2008, (with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved oil and gas reserves, less estimated future expenditures (based on year-end costs) to be incurred in developing and producing the proved reserves, less estimated related future income tax expenses (based on year-end statutory tax rates, with consideration of future tax rates already legislated), and assuming continuation of existing economic conditions. Future income tax expenses give effect to permanent differences and tax credits but do not reflect the impact of continuing operations including property acquisitions and exploration. The estimated future cash flows are then discounted using a rate of ten percent a year to reflect the estimated timing of the future cash flows.


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 Table of Contents


Standard measure of discounted future net cash flows at December 31, 2010:





United States


South America


TotalFuture net cash flow

$
900,040


$
4,724,278


$
5,624,318Future production cost


(279,710
)


(2,021,273
)


(2,300,983
)Future development cost


-



(636,275
)


(636,275
)Future income tax


-



(501,125
)


(501,125
)10% annual discount for timing of cash flow


(180,710
)


(448,345
)


(629,055
)Standard measure of discounted future net cash flow relating to proved oil and gas reserves

$
439,620


$
1,117,260


$
1,556,880Changes in standardized measure:Change due to current year operationsSales, net of production costs


(152,377
)


(11,214,073
)


(11,366,450
)Change due to revisions in standardized variables:Income taxes


-



(392,431
)


(392,431
)Accretion of discount


32,397



1,549,659



1,582,056Net change in sales and transfer price, net of production costs


224,620



22,861,606



23,086,226Previously estimated development costs incurred during the period


-



1,336,231



1,336,231Changes in estimated future developments costs


-



10,235,689



10,235,689Revision and others


14,680



1,877,525



1,892,205Discoveries


-



728,856



728,856Sales of reserves in place


-



(29,750,509
)


(29,750,509
)Changes in production rates and other


(3,691
)


(10,614,782
)


(10,618,473
)Net










(13,266,600
)Beginning of year










14,823,480End of year









$
1,556,880


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 Table of Contents


Standard measure of discounted future net cash flows at December 31, 2009





United States


South America


TotalFuture net cash flow

$
455,522


$
66,715,086


$
67,170,608Future production cost


(87,192
)


(36,712,770
)


(36,799,962
)Future development cost






(11,571,920
)


(11,571,920
)Future income tax


—



(1,560,871
)


(1,560,871
)10% annual discount for timing of cash flow


(44,363
)


(2,370,012
)


(2,414,375
)Standard measure of discounted future net cash flow relating to proved oil and gas reserves

$
323,967


$
14,499,513


$
14,823,480Changes in standardized measure:Change due to current year operationsSales, net of production costs


(91,205
)


(3,278,775
)


(3,369,980
)Change due to revisions in standardized variables:Income taxes


—



(1,312,411
)


(1,312,411
)Accretion of discount


10,361



351,301



361,662Net change in sales and transfer price, net of production costs


(21,603
)


3,899,640



3,878,036Previously estimated development costs incurred during the period


335,070



4,259,860



4,594,930Changes in estimated future developments costs


(335,070
)


(3,526,367
)


(3,861,437
)Revision and others


70,166



289,606



359,773Discoveries


51,631



13,602,240



13,653,871Purchase of reserves in place


189,626



—



189,626Changes in production rates and other


35,510



(2,857,593
)


(2,822,083
)Net










11,671,988Beginning of year










3,151,493End of year









$
14,823,480


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 Table of Contents


Standard measure of discounted future net cash flows at December 31, 2008





United States


South America


TotalFuture net cash flow

$
176,794


$
8,989,877


$
9,166,671Future production cost


(73,188
)


(4,743,369
)


(4,816,557
)Future development cost


—



(733,493
)


(733,493
)Future income tax


—



—



—10% annual discount for timing of cash flow


(24,125
)


(441,003
)


(465,128
)Standard measure of discounted future net cash flow relating to proved oil and gas reserves

$
79,481


$
3,072,012


$
3,151,493Changes in standardized measure:Change due to current year operations Sales, net of production costs


(275,944
)


(6,979,366
)


(7,255,310
)Change due to revisions in standardized variables:Income taxes


—



13,727,868



13,727,868Accretion of discount


61,004



6,949,779



7,010,783Net change in sales and transfer price, net of production costs


(93,355
)


(11,454,408
)


(11,547,736
)Previously estimated development costs incurred during the period


—



1,830,066



1,830,066Changes in estimated future developments costs


—



(641,440
)


(641,440
)Revision and others


(614,417
)


(4,423,721
)


(5,038,138
)Discoveries


—



733,190



733,190Sales of reserves in place






(41,074,257
)


(41,074,257
)Changes in production rates and other


392,157



(10,937,166
)


(10,545,009
)Net










(52,800,010
)Beginning of year










55,951,503End of year









$
3,151,493


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 Table of Contents


NOTE 13—SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)





Three Months EndedMarch 31,


June 30,


Sept. 30,


Dec. 31,2010Operating revenue

$
4,241,395


$
7,629,274


$
5,354,499


$
2,283,726Income from operations


979,003



876,888



1,411,332



27,043,334Net income


808,716



990,134



1,171,642



18,059,448Earnings common per share

$
0.03


$
0.03


$
0.04


$
0.58Earnings common per share assuming dilution


0.03



0.03



0.04



0.562009Operating revenue

$
445,142


$
1,134,118


$
2,403,996


$
4,133,019Income (loss ) from operations


(1,481,351
)


(576,188
)


133,242



452,561Net income (loss)


(1,478,320
)


112,107



428,578



268,187Earnings (loss) common per share

$
(0.05
)

$
0.00


$
0.02


$
0.01Earnings (loss) common per share assuming dilution


(0.05
)


0.00



0.02



0.012008Operating revenue

$
2,937,134


$
3,328,951


$
2,350,782


$
2,005,183Income (loss ) from operations


1,350,211



7,614,307



803,108



(9,671,317
)Net income (loss)


871,721



3,199,802



798,832



(4,405,410
)Earnings (loss) common per share

$
0.03


$
0.11


$
0.03


$
(0.15
)Earnings (loss) common per share assuming dilution


0.03



0.11



0.03



(0.15
)






74