What changed in this filing

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Item 9A. Controls and Procedures

2023-03-17 compared with 2022-05-20 · 25 added, 47 removed, 534 unchanged (12% of the section changed)

6 unchanged sentences

Management of the Company 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 Exchange Act.

Internal control over financial reporting is a process designed under the supervision of our Interim Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

GAAP and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

21 unchanged sentences

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have not been any changes in our internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

192 unchanged sentences

The Revised Code replaced the Company’s prior Code of Ethics adopted in June 2009 and reflects, among other matters, clarifications and revisions relating to conflicts of interest, confidentiality, compliance with laws, reporting and enforcement, and other matters intended to update the Company’s Code of Ethics.

You can access our Revised Code on our website at www.camber.ener gy, and any stockholder who so requests may obtain a free copy of our Code of Ethics by submitting a written request to our Secretary.

You can access our Revised Code on our website at www.camber.energy , and any stockholder who so requests may obtain a free copy of our Code of Ethics by submitting a written request to our Secretary.

Additionally, the Code of Ethics was filed as an exhibit to the Company’s Form 8-K dated November 29, 2016, filed with the SEC on December 5, 2016, as Exhibit 14.1 thereto.

12 unchanged sentences

Summary Compensation Table

The following table sets forth information concerning the compensation of our Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the most highly compensated executive officer other than the CEO and CFO who was serving as an executive officer of the Company for the year ended December 31, 2021and for the nine months ended December 31, 2020 (the Company did not have any executive officers other than its CEO and CFO as of December 31, 2021 and December 31, 2020), and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “ Named Executive Officers ”).

(the Company did not have any executive officers other than its CEO and CFO as of December 31, 2022 and December 31, 2021), and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “ Named Executive Officers ”).

Name and Principal Position

10 unchanged sentences

December 31, 2022

$ 176,836 (7)

Former Interim Chief Executive Officer (5)

3 unchanged sentences

December 31, 2022

$ 165,052 (9)

Former Chief Financial Officer (7)

1 unchanged sentence

$ 165,052 (8)

$ 40,000 (10)

* Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

2 unchanged sentences

Doris was appointed as Chief Executive Officer on December 23, 2020.

The amount included in “All Other Compensation” for the year ended December 31, 2021, is comprised of $180,000 paid AGD Advisory Group, Inc., a company affiliated with Mr.

The amounts included in “All Other Compensation” for the years ended December 31, 2022 and 2021, are comprised of $240,000 and $180,000, respectively, paid AGD Advisory Group, Inc., a company affiliated with Mr.

Barker was appointed as Chief Financial Officer on December 23, 2020.

The amount included in “All Other Compensation” for the year ended December 31, 2021, is comprised of $180,000 paid FWB Consulting, Inc., a company affiliated with Mr.

The amounts included in “All Other Compensation” for the year ended December 31, 2022 and 2021, are comprised of $240,000 and $180,000, respectively, paid FWB Consulting, Inc., a company affiliated with Mr.

Schott served as the Interim Chief Executive Officer of Camber from May 2018 through his resignation on December 23, 2020.

Schott worked on a consulting basis through Fides Energy LLC (“Fides”).

Total fees paid by Camber to Fides during the years ended December 31 2022 and 2021 were $14,860 and $176,836, respectively.

Schleizer served as Chief Financial Officer (beginning as Interim Chief Financial Officer) since June 2, 2017, as a member of the Board of Directors since October 6, 2017, and as Treasurer of Camber since January 9, 2018.

He resigned from all three positions on December 23, 2020.

Schott works on a consulting basis through Fides Energy LLC (“Fides”).

Total fees paid by Camber to Fides during the year ended December 31 2021 and the nine months ended December 31, 2020 were $176,836 and In addition to his monthly $25,000 fee, plus expenses, throughout 2020, Fides was paid a $150,000 bonus for past services and upon completion of the Viking acquisition, and a CEO termination fee of $86,742.

Represents amounts paid to Mr.

Schott in connection with reimbursement for health insurance premiums.

Schleizer is the Managing Partner of BlackBriar Advisors LLC (“BlackBriar”).

In addition to financial management, BlackBriar provides accounting, treasury, administrative and financial reporting services to Camber.

Total fees paid by Camber to BlackBriar during the year ended December 31, 2021 and the nine-month period ended December 31, 2020 were $165,042 and 550,000, respectively.

Schleizer also received director’s fees from Camber for the nine months ended December 31, 2020 of $40,000.

Schleizer worked on a consulting basis through BlackBriar Advisors LLC (“BlackBriar”).

Total fees paid by Camber to BlackBriar during the years ended December 31, 2022 and 2021 were $0 and $165,042, respectively.

Employment Agreements

1 unchanged sentence

The Company has no employees, but engages professional consultants as needed.

Engagement Agreement

Schott was appointed as Interim Chief Executive Officer of the Company on May 25, 2018.

In connection with Mr.

Schott’s appointment as Interim Chief Executive Officer of the Company, the Company entered into an engagement letter with Fides (the “2018 Engagement”).

Pursuant to the letter, Fides agreed to supply Mr.

Schott’s services to the Company as Interim Chief Executive Officer and we agreed to pay Fides $25,000 per month for the use of Mr.

Schott’s services.

The agreement was terminated can be terminated by either party with 90 days’ notice and terminates automatically upon the death of Mr.

Pursuant to the agreement, Mr.

Schott is also eligible to receive bonus compensation at the discretion of the Board of Directors.

Schott received a $150,000 bonus on December 23, 2020 and the 2018 Engagement was also terminated.

Letter Agreement

Effective on December 1, 2017, the Company entered into a letter agreement (the “2017 Engagement”) with BlackBriar Advisors LLC (“ BlackBriar ”), pursuant to which BlackBriar agreed to provide advisory and accounting services to the Company and to make Mr.

Robert Schleizer available to the Company as the Company’s Chief Financial Officer.

In consideration for such services, the Company agreed to pay BlackBriar a fee of $40,000 per month, and to reimburse BlackBriar for reasonable customary and necessary expenses including for travel and related costs.

BlackBriar is also eligible for bonuses in the discretion of the Compensation Committee of the Company.

The letter agreement includes customary indemnification obligations and can be terminated at any time upon written notice of either party with no penalty.

Schleizer received a $150,000 bonus on December 23, 2020 and the 2017 Engagement was also terminated on December 23, 2020.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

13 unchanged sentences

all directors and executive officers as a group.

The percentages shown in the table under the column “Percent” are based on 360,111,110 shares of common stock outstanding as of May 6, 2022.

The percentages shown in the table under the column “Percent” are based on 20,000,000 shares of common stock outstanding as of February 17, 2023.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.

7 unchanged sentences

Greater than 5% Stockholders

Discover Growth Fund (1)

Antilles Family Growth Fund (1)

* Indicates beneficial ownership of less than 1% of the outstanding common stock.

8 unchanged sentences

Related Party Office Space Use

As of December 31, 2020, the Company consolidated its office into Viking’s office in Houston.

Prior to that, BlackBriar provided Camber’s office space without charge to Camber.

Commencing in December of 2020, the Company consolidated its office into Viking’s office in Houston, Texas.

Director Independence

9 unchanged sentences

The following table sets forth the fees billed by our former independent accounting firm, Marcum LLP and our current independent accounting firm, Turner, Stone & Company, LLP, and prior independent accounting firms, for each of our last two fiscal years.

Audit Related Fees:

A total of $100,000 of the fees disclosed above for fiscal 2020 relate to the audit of Lineal in connection with the Company’s July 2019 acquisition of Lineal (which has since been divested).

All Other Fees:

A total of $30,000 of the fees disclosed above for fiscal 2020 relate to the review of the Company’s pro forma financial statements relating to the July 2019 acquisition of Lineal (which has since been divested).

We do not use the auditors for financial information system design and implementation.

6 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and March 31, 2020

Consolidated Statements of Operations for the Nine Months Ended December 31, 2020 and the Year Ended March 31, 2020

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended December 31, 2020 and the Year Ended March 31, 2020

Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2020 and the Year Ended March 31, 2020

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

8 unchanged sentences

(Principal Executive Officer)

March 17, 2023

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Chief Executive Officer

March 17, 2023

(Principal Executive Officer)

Chief Financial Officer

March 17, 2023

(Principal Financial and Accounting Officer)

March 17, 2023

/s/ James Miller

March 17, 2023

/s/ Robert Green

March 17, 2023

EXHIBIT INDEX

193 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures