UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003 Commission File No. 0-6119
TRI-VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-0617433
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 BUSINESS PARK SOUTH, SUITE 200, BAKERSFIELD, CALIFORNIA 93309
(Address of principal executive offices)
(661) 864-0500
(Registrant's telephone number, including area code)
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 [X ] No [ ]
The number of shares of Registrant's common stock outstanding at June 30, 2003
was 19,812,348.
INTRODUCTORY STATEMENT
This is to advise that we are revising the statement of operations for the three
months ended June 30, 2003 due to a typographical error. The General and
administrative amount should be $360,156 instead of $671,599. Also in Item 2
Management discussion and analysis the discussion of general and administrative
costs should read $58,222 higher instead of $369,665.
TRI-VALLEY CORPORATION
INDEX
Page
--------------
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . 3
Item 1. Consolidated Financial Statements. . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures. . . . . . . . . . . . . . . . . . 11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 12
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
The accompanying notes are an integral part of these
condensed financial statements.
3
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------
TRI-VALLEY CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2003 .Dec. 31, 2002
(Unaudited) (Audited)
------------ -----------
Current Assets
Cash. . . . . . . . . . . . . $ 5,425,996 $ 1,936,294
Accounts receivable, trade. . 142,541 151,618
Prepaid expenses. . . . . . . 12,029 12,029
------------ -----------
Total Current Assets. . . . 5,580,566 2,099,941
------------ -----------
Property and Equipment, Net . . 2,110,301 1,974,501
------------ -----------
Other Assets
Deposits. . . . . . . . . . . 316,705 316,705
Investments in partnerships . 17,400 17,400
Other . . . . . . . . . . . . 13,913 13,913
Goodwill (net of accumulated
amortization of $221,439
at December 31, 2002) . . . 212,414 212,414
------------ -----------
Total Other Assets. . . . 560,432 560,432
------------ -----------
Total Assets. . . . . . . $ 8,251,299 $ 4,634,874
============ ===========
The accompanying notes are an integral part of these
condensed financial statements.
4
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2003 .Dec. 31, 2002
(Unaudited) (Audited)
------------ ------------
CURRENT LIABILITIES
Notes and contracts payable . . . . . . . $ 2,234 $ 13,792
Trade accounts payable & accrued expenses 791,216 640,240
Accounts payable to joint venture
participants. . . . . . . . . . . . . . 72,563 74,412
Advances from joint venture
participants. . . . . . . . . . . . . . 6,572,327 2,617,333
------------ ------------
Total Current Liabilities . . . . . . . 7,438,340 3,345,777
------------ ------------
Long-term Portion of Notes and
Contracts Payable . . . . . . . . . . . . 20,043 26,791
------------ ------------
Commitments
Shareholders' Equity
Common stock, $.001 par value:
100,000,000 shares authorized;
19,812,348 and 19,726,348 issued
and outstanding at June 30, 2003
and Dec. 31, 2002, respectively . . . . 19,831 19,726
Less: Common stock in treasury,
at cost, 100,025 shares. . . . . . . . . (13,370) (13,370)
Common stock receivable . . . . . . . . . -0- (2,250)
Capital in excess of par value. . . . . . 8,981,569 8,879,724
Accumulated deficit . . . . . . . . . . . (8,195,114) (7,621,524)
------------ ------------
Total Shareholders' Equity. . . . . . . 792,916 1,262,306
------------ ------------
Total Liabilities and
Shareholders' Equity. . . . . . . . . $ 8,251,299 $ 4,634,874
============ ============
The accompanying notes are an integral part of these
condensed financial statements.
5
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------- ----------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues
Sale of oil and gas $ 203,408 $ 189,942 $ 470,055 $ 355,396
Other income 14,460 24,927 21,073 39,998
Sale of partnership interests 968,000 637,390 968,000 637,390
Interest income 4,503 4,982 8,023 7,191
------ ------ ------ ------
Total Revenues 1,190,371 857,241 1,467,151 1,039,975
---------- --------- --------- ---------
Cost and Expenses
Oil and gas lease expense 33,296 87,965 89,621 137,688
Mining exploration expenses 32,580 11,693 62,887 42,817
Project geology, geophysics,
land & administration 431,724 175,035 720,743 266,188
Cost of sale of partnership
interests 476,898 627,687 476,898 627,686
Depletion, depreciation
and amortization 7,233 12,981 14,466 25,963
Interest 667 229 1,380 477
General administrative 360,156 301,934 674,745 563,555
------- ------- ------- -------
Total Cost and Expenses 1,342,554 1,217,524 2,040,741 1,664,374
--------- --------- --------- ---------
Net Income (Loss) $ (152,183) $(360,283) $(573,590) $(624,399)
========= ========= ========= =========
Basic & Diluted Earnings
per Share $ (.01) $ (.02) $ (.03) $ (.03)
===== ===== ===== =====
Weighted Average Number
of Shares 19,786,014 19,703,748 19,786,014 19,703,748
========== ========== ========== ==========
The accompanying notes are an integral part of these
condensed financial statements.
6
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
---------------------
Ended June 30,
----------------
2003 2002
---- ----
Cash Flows from Operating Activities
Net loss $ (573,590) $ (264,399)
Adjustments to reconcile net income
to net cash used from operating activities:
Depreciation, depletion and amortization 14,466 25,963
Shares issued for officer compensation -0- 11,700
Changes in operating capital:
Accounts receivable-(increase)decrease (9,077) (7,274)
Trade accounts payable-increase(decrease) 139,418 42,700
Accounts payable to joint venture
participants and related parties
-increase(decrease) (1,849) 2,633
Advances from joint venture
Participants-increase(decrease) 3,954,994 1,656,884
----------- ---------
Net Cash Provided by Operating Activities 3,542,516 1,108,207
--------- ---------
Cash Flows from Investing Activities
Capital expenditures (138,708) (1,586)
--------- ------
Cash Flows from Financing Activities
Principal payments on long-term debt (18,306) (894)
Proceeds from issuance of common stock 104,200 2,000
---------- ------
Net Cash Provided by Financing Activities 85,894 1,106
-------- -----
Net Increase in Cash and Cash Equivalents 3,489,702 1,107,727
Cash and Cash Equivalents at Beginning
Of Period 1,936,294 911,913
--------- ---------
Cash and Cash Equivalents at
End of Period $ 5,425,996 $ 2,019,640
========= =========
Supplemental Information:
Cash paid for interest $ 1,380 $ 477
Cash paid for taxes $ 5,446 $ 5,137
8
TRI-VALLEY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
JUNE 30, 2003 AND 2002
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
-----------------------
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. The results of operations for the
six-month period ended June 30, 2003, are not necessarily indicative of the
results to be expected for the full year.
The accompanying consolidated financial statements do not include footnotes and
certain financial presentations normally required under generally accepted
accounting principles; and, therefore, should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.
NOTE 2 - PER SHARE COMPUTATIONS
------------------------
Per share computations are based upon the weighted average number of common
shares outstanding during each year. Common stock equivalents are not included
in the computations since their effect would be anti-dilutive.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
----------------------------------
On January 1, 2002, we adopted Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). Under SFAS 142, goodwill is a nonamortizable
asset, and is subject to an annual review for impairment, and an interim review
when certain events or circumstances occur that indicate the carrying value may
not be recoverable. Under SFAS 142, we had a transitional period of six months
from the date of adoption to complete our goodwill impairment testing. We
evaluated the recoverability of the recorded amount of goodwill based on certain
operating and financial factors. Such impairment testing included discounted
cash flow tests which require broad assumptions and significant judgment to be
exercised by management. As a result of this analysis, no impairment of
goodwill was identified.
On January 1, 2002, we adopted SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets" (SFAS 144). Under SFAS 144, long-lived assets to
be disposed of are measured at the lower of carrying amount or fair value less
costs to sell, whether reported in continuing operations or in discontinued
operations. Discontinued operations will no longer be measured at net
realizable value or include amounts for operating losses that have not yet
occurred. A long-lived asset must be tested for impairment whenever events or
changes in circumstances indicate that its carrying amount may be impaired. The
implementation of this standard had no effect on results of operations.
In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). Under SFAS 143, the fair value of a liability for an
asset retirement obligation should be recorded in the period in which it is
incurred. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss if the settled
amount differs from the liability recorded. SFAS 143 is effective for fiscal
years beginning after June 15, 2002. We are currently evaluating this guidance
and have not determined the impact on our financial position, results of
operations, or net cash flows, however, such impact could be material.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" (SFAS 146). SFAS 146 addresses the financial
accounting and reporting for costs associated with exit or disposal activities.
SFAS 146 states that a liability for a cost associated with an exit or disposal
activity shall be recognized and measured initially at its fair value in the
period when the liability is incurred. A liability is established only when
present obligations to others are determined. SFAS 146 does not apply to costs
associated with the retirement of long-lived assets covered in SFAS 143 (see
above). It applies to costs associated with an exit activity that does not
involve an entity newly acquired in a business combination or with a disposal
activity covered by SFAS 144 (see above). We will apply SFAS 146 for exit or
disposal activities initiated after December 31, 2002. We are evaluating this
guidance and do not believe that it will have a material impact on our financial
position, results of operations, or net cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
--------------
BUSINESS REVIEW
Notice Regarding Forward-Looking Statements
----------------------------------------------
This report contains forward-looking statements. The words, "anticipate,"
"believe," "expect," "plan," "intend," "estimate," "project," "could," "may,"
"foresee," and similar expressions are intended to identify forward-looking
statements. These statements include information regarding expected development
of the Company's business, lending activities, relationship with customers, and
development in the oil and gas industry. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated, believed,
estimated or otherwise indicated.
Petroleum Activities
---------------------
We began drilling the Sunrise-Mayel #2H-R on May 8, 2003. We successfully
reached total depth on May 21, 2003, at which time we suspended operation while
waiting on the equipment to artificially fracture (frac) the targeted formation.
We did frac the well on July 7, 2003, and are currently waiting on the recovery
of the frac fluid to determine the results of this downhole formation. We are
estimating this to take at least 30 days before we will know if this operation
is successful.
We were notified the day before we frac'd Sunrise-Mayel #2H-R that a well we had
been working over was blowing natural gas into the atmosphere. A piece of
equipment failed and was allowing the natural gas to escape, however there was
no fire. We enlisted the aid of a team from Boots and Coots to come to the
location and assist. These individuals are a team who specialize in
uncontrolled wells. We were able to get the blow out under control and the well
is back on production.
We have been permitted by the Division of Oil, Gas and Geothermal Resources to
drill the next prospect on our schedule; the name of the prospect is Oil Creek.
We expect to begin making location in August 2003.
Precious Metals
----------------
We had no activity in Alaska on our gold mining claims in the six months ended
June 30, 2003. However, in early July we began mobilization of equipment to
begin the drilling of 108 drill holes to further define our mining claims
potential. We expect to complete this activity in mid to late August 2003.
Three Months Ended June 30, 2003 as compared with Three Months ended June 30,
--------------------------------------------------------------------------------
2002
----
In the quarter ended June 30 revenue was $1,190,371 compared to $857,241 for the
same quarter in 2002. This increase was from the sale of partnership interests
in our drilling program.
ITEM 2. (CONTINUED)
Costs and expenses increased $125,030 for the period ending June 30, 2003,
compared to the same period in 2002. Oil & gas lease expenses were $54,669 less
for the quarter ended June 30, 2003, due to a decreased amount of workovers for
the same quarter in 2002. Mining expenses were $20,887 more in this quarter
than in 2002, due to repair work on the Richardson roadhouse. The roadhouse is
a facility we use as a base for our exploration activities in Alaska. It was
broken into and all of the fixtures and appliances were stolen and the building
was damaged. Project geology, geophysics, land and administration expenses were
$256,689 higher for the quarter ended June 30, 2003, compared to the same
quarter in 2002. This increase is due to increased activity to better define
our projects and develop new ones. General and administration costs were
$58,222 higher for the quarter ended June 30, 2003, compared to the same
quarter in 2002. This was due to increased investor relation costs and state
income taxes.
For the quarter ended June 30, 2003, we had a loss of $152,183 compared to a
loss of $360,283 for the quarter ended June 30, 2002. The smaller loss was due
to the increased revenue from the sale of partnership interests in our drilling
program.
Six Months Ended June 30, 2003 as compared to Six Months ended June 30, 2002
--------------------------------------------------------------------------------
Our revenue increased $427,206 over the same six-month period last year. This
increase was from increased income from oil and gas sales due to increased
natural gas prices. Another area that improved was the $330,610 increase in
sales of partnership interests in our drilling program.
Costs and expenses were $367,367 more in the period ended June 30, 2003, than in
the same period last year. Oil and gas lease expenses were $48,067 less in 2003
due to a decreased amount of well workovers. Project geology, geophysics, land
& administration costs were $454,555 higher in this period compared to 2002 due
to increased activity in our OPUS-I partnership project. General and
administrative costs were $111,190 more in the six months ended June 30, 2003,
compared to the same six month period in 2002. G & A expenses were higher in
2003 because we recorded $69,000 in directors fees/expenses, an increase of
$14,000 in office supplies and a $25,000 expense for a bonus paid to the
president of the Company pursuant to his employment contract.
We had a loss of $573,590 for the six months ended June 30, 2003, compared to
$624,399 for the same six months period in 2002. This $50,809 difference is
because we realized higher income from the sale of partnership interests in
2003.
Capital Resources and Liquidity
----------------------------------
We have funded our oil and gas exploration activities primarily with proceeds
raised through privately placed drilling programs. We make decisions on the
amount of capital expenditures for drilling as funds become available for that
purpose. We do not, as a rule, rely on borrowings to fund drilling operations
or other activities.
ITEM 2. (CONTINUED)
We began a gold exploration program on its Alaska properties in July 2003. The
expected cost of the program is $600,000 for the next 12 months, which we expect
to fund from our internal resources.
Current assets were $5,580,566 at June 30, 2003, compared to $2,099,941 as of
December 31, 2002. This is due to an increase of cash related to investments in
our OPUS-I drilling program.
Current liabilities were $7,438,340 for the six months ended June 30, 2003,
compared to $3,345,777 for the period ended December 31, 2002. This increase is
due to advances from joint venture participants in our drilling programs. We
also had an increase in accounts payable of $150,976 for the current six-month
period over the same period in 2002. This increase is related to drilling
activities in the second quarter of 2003.
OPERATING ACTIVITIES. We had a positive cash flow of $3,542,516 for the six
months ended June 30, 2003 compared to a positive cash flow of $1,108,207 for
the same period in 2002. This change is due to an increase in advances from
joint venture partners. Our primary source of funds is comprised of selling
prospects and oil and gas sales.
INVESTING ACTIVITIES. In the first six months of 2003 we spent $138,708 on
capital expenditures compared to $1,586 for the same period in 2002. These
expenditures were the result of leasing activities to acquire leases for our
drilling program. We expect to recoup these amounts as the drilling prospects
are sold to the drilling program.
FINANCING ACTIVITIES. Net cash used by financing activities was $85,894 for the
six months ended June 30, 2003 compared to $1,106 for the same period in 2002.
This change was due to payments on long-term debt ($18,306) and proceeds from
the issuance of stock in private transactions and the exercise of stock options
($104,200).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------------
Tri-Valley Corporation does not engage in hedging activities and does not use
commodity futures or forward contracts in its cash management functions.
ITEM 4. CONTROLS AND PROCEDURES
-------------------------
As of June 30, 2003, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Company's CEO and
CFO, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the Company's
management, including the CEO and CFO, concluded that the Company's disclosure
controls and procedures were effective as of June 30, 2003. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to June 30, 2003.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
------------------
None
ITEM 2. CHANGES IN SECURITIES
-----------------------
During the quarter ended June 30, 2003, we issued a total of 64,000 shares of
our common stock in a private transaction pursuant to the exemption contained in
Section 4(2) of the Securities Act of 1933. These shares are restricted
securities, which bear a legend restricting transfer of the shares unless
registered or sold under exemption from registration requirements under the
Securities Act. A summary of these share issuances follows:
We issued 50,000 shares to the outside directors of the Company for service as
directors. The price of these shares was $1.36 per share on May 1, 2003, the
date of the award.
We issued 3,000 shares in exchange for services. The price of these shares was
$1.35 per share on May 1,2003, the date of the award.
We issued 5,000 shares for aggregate consideration of $2,500.00. These shares
were issued on exercise of options by non-affiliated third party who acquired
the options from an ex-employee. The exercise price for these shares was $.50
each.
We issued 6,000 shares for aggregate consideration of $3,000.00. These shares
were issued on exercise of options by an ex-employee. The exercise price of
these shares was $.50 each.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 18 U.S.C. 1350 Certification
32.2 18 U.S.C. 1350 Certification
(b) Reports on form 8-K:
On May 29, 2003 we filed an 8-K to announce that we had received the log
interpretation on Sunrise-Mayel No. 2HR gas well.
SIGNATURES
Pursuant to the requirement 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.
TRI-VALLEY CORPORATION
August 11, 2003 /s/ F. Lynn Blystone
------------------------
F. Lynn Blystone
President and Chief Executive Officer
August 11, 2003 /s/ Thomas J. Cunningham
---------------------------
Thomas J. Cunningham
Secretary, Treasurer, Chief Financial Officer
EXHIBIT 31.1
I, F. Lynn Blystone, President and Chief Executive Officer of Tri-Valley
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
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;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 11, 2003 /s/F. Lynn Blystone
F. Lynn Blystone,
President and Chief Executive Officer
------------------------------------------
EXHIBIT 31.1
I, Thomas J. Cunningham, Chief Financial Officer of Tri-Valley Corporation,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
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;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 11, 2003 /s/Thomas J. Cunningham
Thomas J. Cunningham,
Chief Financial Officer
-------------------------
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. 1350
The undersigned, Thomas J. Cunningham, Chief Financial Officer of Tri-Valley
Corporation, a Delaware corporation (the "Company"), pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, hereby
certifies that:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: August 11, 2003 /s/Thomas J. Cunningham
------------------------
Thomas J. Cunningham,
Chief Financial Officer
-------------------------
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. 1350
The undersigned, F. Lynn Blystone, President and Chief Executive Officer of
Tri-Valley Corporation, a Delaware corporation (the "Company"), pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002, hereby certifies that:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: August 11, 2003 /s/F. Lynn Blystone
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F. Lynn Blystone,
President and Chief Executive Officer
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