What changed in this filing

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Item 1. Financial Statements

2008-08-19 compared with 2008-05-20 · 160 added, 38 removed, 252 unchanged (44% of the section changed)

3 unchanged sentences

accountant in accordance with professional standards for conducting such

TO FIN ANCIAL STATEMENTS

Balance Sheets as of March 31, 2008 and December 31, 2007

Statements of Operations for the three months ended March 31, 2008 and

2007 (unaudited)

Statement of Stockholders’ Equity for the three months ended March 31,

2008 (unaudited)

Statements of Cash Flows for three months ended March 31, 2008 and 2007

to the Consolidated Financial Statements – March 31, 2008

of Contents for Item 1:

Balance Sheets as of June 30, 2008 and December 31,

Statements of Operations for the three and six months ended June 30, 2008

Statement of Stockholders’ Equity for the six months ended June 30,

Statements of Cash Flows for six months ended June 30, 2008 and

to the Consolidated Financial Statements – June 30,

SUPERIOR ENERGY HOLDINGS, INC.

BALANCE SHEETS

of March 31, 2008 and December 31, 2007

of June 30, 2008 and December 31, 2007

and cash equivalents

expenses and other current assets

current assets

21 unchanged sentences

STATEMENTS OF OPERATIONS

the three months ended March 31, 2008 and 2007

the six and three months ended June 30, 2008 and 2007

months to June 30

operating expenses

11 unchanged sentences

STATEMENT OF STOCKHOLDERS’ EQUITY

the years three months ended March 31, 2008

the six months ended June 30, 2008

Subscription Receivable

2 unchanged sentences

issued for services

transferred by CEO for services

March 31, 2008

June 30, 2008

accompanying notes are an integral part of these consolidated financial

1 unchanged sentence

STATEMENTS OF CASH FLOWS

the three months ended March 31, 2008 and 2007

the six months ended June 30, 2007 and 2008

FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

change in operating assets and liabilities

CASH USED BY OPERATING ACTIVITIES

USED BY OPERATING ACTIVITIES

FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

in oil and gas properties

in restricted cash

FLOWS USED IN INVESTING ACTIVITIES

65 unchanged sentences

Comlink outstanding at the time of the merger, 45,000,000 shares were

cancelled concurrent with the closing of the merger.

cancelled concurrent with the closing of the

conjunction with the merger, USA Superior issued 3,020,000 shares of common

13 unchanged sentences

Financial Statements

accompanying interim financial statements have been prepared based on accounting

principles generally accepted in the United States of America.

opinion of management, all adjustments, consisting of normal recurring

adjustments, necessary for a fair presentation of financial position and the

results of operations for the interim periods presented have been reflected

The results of operations for interim periods are not necessarily

indicative of the results to be expected for the full year.

financial statements which would substantially duplicate disclosure contained in

the audit consolidated financial statements for the most recent fiscal year,

found in the Company’s Form 10-K, have been omitted.

financial statements should be read in conjunction with the consolidated

financial statements and notes thereto included in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2007, as filed with the Securities

and Exchange Commission (“SEC”).

The financial statements included herein as of

June 30, 2008, and for the six and three month periods ended June 30, 2008 and

2007, are unaudited, and in the opinion of management, the information furnished

reflects all material adjustments, consisting of normal recurring adjustments,

necessary for a fair presentation of financial position and of the results for

the interim periods presented.

Certain minor reclassifications of prior period

financial statements have been made to conform to current reporting practices.

The results of operations for interim periods are not necessarily indicative of

results to be expected for a full year

of presentation

Superior’s unaudited consolidated balance sheets as of March 31, 2008 and

Superior’s unaudited consolidated balance sheets as of June 30, 2008 and

December 31, 2007 and related consolidated statements of operations,

stockholders’ equity and cash flow for the three months ended March 31, 2008 and

2007 are presented in U.S.

dollars and have been prepared in accordance with

accounting principles generally accepted in the United States of America

stockholders’ equity and cash flow for the six and three months ended June 30,

2008 and 2007 are presented in U.S.

dollars and have been prepared in accordance

with accounting principles generally accepted in the United States of America

(“GAAP”) and the rules of the Securities and Exchange Commission.

Use of estimates

preparation of financial statements in conformity with generally accepted

31 unchanged sentences

as a liability only when the imbalance exceeds the estimate of remaining

USA Superior had no imbalances as of March 31, 2008 and

USA Superior had no imbalances as of June 30, 2008 and

December 31, 2007.

51 unchanged sentences

to the fact that all required payments have not been made on the

January 23, 2008, USA Superior issued a convertible promissory note payable to a

third party in the amount of $100,000.

The proceeds of this note were

placed in an escrow account to indemnify a broker for potential losses to be

incurred in online trading in the company’s stock.

The note bears

interest at 8%, matures January 23, 2009 and is convertible in the event of a

merger transaction at the lowest rate available to other convertible note

The note was repaid in June 2008.

October 30, 2007, USA Superior issued a $2.5 million secured convertible

debenture to a private investor in exchange for $200,000 cash and a $2.3 million

secured promissory note from the investor.

The convertible debenture

bore interest at 9.75% with interest payments due monthly beginning in April

2008 and matures October 30, 2011.

Principal was due at

The debenture could be repaid in portion or in full at any

time at 125% of the then outstanding principal and accrued interest and issuing

warrants to purchase 200,000 shares.

The debenture provided the

lender the right to convert any or all of the outstanding balance to USA

Superior shares of common stock at a conversion rate of the lesser of 80 percent

of the average of the lowest three trading prices of the common share during the

20 days prior to conversion or $0.50 with certain prepayment rights by USA if

the price is below $0.20 on the day the conversion election is

If the lender elects to convert all or a portion of the

debenture and the conversion price is less than $0.16, USA Superior has the

option to prepay the note at 150% rather than converting the note.

Superior evaluated the terms of the convertible debenture in accordance with

EITF 98-5 and EITF 00-27 and concluded that this debenture did not result in a

USA Superior evaluated the terms of the convertible

debenture and concluded that there was a beneficial conversion feature since the

note was convertible into shares of common stock at a discount to the market

value of the common stock.

The discount related to the beneficial

conversion feature was valued at $200,000 at inception based on the intrinsic

value of the discount.

The discount was being amortized using the

effective interest method over the four year term of the

For the period this note was outstanding, $3,593

was charged to interest expense associated with the amortization of the debt

secured promissory note bore interest at 10% with interest payable to USA

Superior monthly beginning in April 2008 and requires monthly payments of

$250,000 to USA Superior, under certain conditions.

debenture was refinanced on November 20, 2007 by the payment of $200,000 to the

lender, the cancelation of the $2.3 million secured promissory note receivable,

and the issuance of a three year noninterest bearing $625,000 convertible

The new debenture requires a single payment of $625,000 on

November 20, 2010 and may not be prepaid without the prior approval of the

USA Superior calculated the present value of the note using

an interest rate of 9.75% which was the same rate as the original

The new debenture is recorded at its present value of

The new debenture is convertible into common stock of USA

Superior at a conversion rate of 95% of the average of the three lowest trading

prices during the 20 trading days prior to conversion at the option of the

USA Superior may choose to prepay the new debenture at 110%

of the principal amount after the lender has issued a notice of

USA Superior compared the discounted present value of the

cash flows under the original debenture and the new debenture and determined

that the difference in the cash flows was greater than ten

Accordingly, the issuance of the new debenture was treated

as an extinguishment of the original convertible debenture and the issuance of a

new debenture and recorded a loss of $403,759 on the transaction.

Superior evaluated the terms of the convertible debenture in accordance with

EITF 98-5 and EITF 00-27 and concluded that this note did not result in a

USA Superior evaluated the terms of the convertible

debenture and concluded that there was a beneficial conversion feature since the

note was convertible into shares of common stock at a discount to the market

value of the common stock.

The discount related to the beneficial

conversion feature was valued at $261,144 at inception based on the intrinsic

value of the discount.

For the period from January 1, 2008, through

June 30, 2008, $18,464 was charged to interest expense associated with the

amortization of the debt discount.

At June 30, 2008, the convertible

debenture was recorded on the balance sheet at $257,764, which is made up of the

discounted face value of the note of $468,136 plus accrued interest of $28,480

offset by the unamortized discount of $238,852.

December 18, 2007, USA Superior received proceeds of $225,000 in exchange for a

$270,000 convertible note payable.

The note bears interest at

12.0% per annum;

is convertible at the lesser of 50% of the lowest trading price

during the 20 trading days prior to conversion or $0.79 per share of common

and provided for a payment on maturity or upon the occurrence of certain

but no later than December 18, 2010.

Superior evaluated the terms of the convertible note in accordance with EITF

98-5 and EITF 00-27 and concluded that this note did not result in a

USA Superior also concluded that there was a beneficial

conversion feature since the note was convertible into shares of common stock at

a discount to the market value of the stock.

The discount was valued at

$261,144 at inception based on the intrinsic value of the discount at

The discount is being amortized using the effective

interest method over the three year term of the note.

For the period

from January 1, 2008, through June 30, 2008, $3,894 was charged to interest

expense associated with the amortization of the debt discount.

June 30, 2008, the convertible demand note was recorded on the balance sheet at

$46,961, which is made up of the face amount of the note of $270,000 and accrued

interest of $17,221 offset by the unamortized discount of

5 – Stockholders’ Equity

of Common Shares and Warrants

1, 2008, as amended April 22, 2008, USA Superior entered into an agreement with

1, 2008, as modified April 22, 2008, USA Superior entered into an agreement with

a third party for financial advisory services for the period from March 1, 2008

10 unchanged sentences

free interest rate

transferred by the CEO of USA Superior was valued at $590,000 based on its

trading price on the issuance date.

These amounts have been recorded

as a prepaid asset and are being amortized over the two year term of the

of the warrants has been recorded as a prepaid asset and is being amortized over

the two year term of the agreement.

The 1,250,000 shares of stock

have not yet been transferred by the CEO.

of Common Stock for Subscription Agreement

5 unchanged sentences

received from the employee.

5 – Subsequent Events

7, 2008, the company announced that it has executed a letter of

intent to merge with Hunt Global Resources Inc.

of Montgomery,

The transaction will be in the form of a “reverse

Under terms of the agreement, Hunt will assume a majority

stock position and appoint a new board of directors.

Full details of

the transaction will be released upon the execution of a definitive agreement

between the parties.

Closing is based on the completion of required

audits, satisfactory due-diligence, a fairness-opinion and shareholders approval

of the transaction.

Hunt is a natural resource company that plans to

begin mining operations in the fourth quarter of this year on 350 acres of land

containing proven sand and gravel reserves valued at an estimated $1.2 billion

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-Q

Item 1. Financial Statements