2
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 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 September 30,
2003 was 19,825,348.
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.
4
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------------
TRI-VALLEY CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
Sept 30, 2003. Dec. 31, 2002
(Unaudited) (Audited)
------------ -----------
Current Assets
Cash. . . . . . . . . . . . . $ 6,968,060 $ 1,936,294
Accounts receivable, trade. . 153,103 151,618
Prepaid expenses. . . . . . . 12,029 12,029
------------ -----------
Total Current Assets. . . . 7,133,192 2,099,941
------------ -----------
Property and Equipment, Net . . 1,511,298 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. . . . . . . $ 9,204,922 $ 4,634,874
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Sept 30, 2003 Dec. 31, 2002
(Unaudited) (Audited)
------------ ------------
CURRENT LIABILITIES
Notes and contracts payable . . . . . . . $ 2,234 $ 13,792
Trade accounts payable & accrued expenses 1,999,086 640,240
Accounts payable to joint venture
participants. . . . . . . . . . . . . . 110,588 74,412
Advances from joint venture
participants. . . . . . . . . . . . . . 6,105,814 2,617,333
------------ ------------
Total Current Liabilities . . . . . . . 8,217,722 3,345,777
------------ ------------
Long-term Portion of Notes and
Contracts Payable . . . . . . . . . . . . 17,714 26,791
------------ ------------
Commitments
Shareholders' Equity
Common stock, $.001 par value:
100,000,000 shares authorized;
19,825,348 and 19,726,348 issued
and outstanding at Sept 30, 2003
and Dec. 31, 2002, respectively . . . . 19,839 19,726
Less: Common stock in treasury,
at cost, 100,025 shares. . . . . . . . . (13,369) (13,370)
Common stock receivable . . . . . . . . . -0- (2,250)
Capital in excess of par value. . . . . . 8,985,561 8,879,724
Accumulated deficit . . . . . . . . . . . (8,022,545) (7,621,524)
------------ ------------
Total Shareholders' Equity. . . . . . . 969,486 1,262,306
------------ ------------
Total Liabilities and
Shareholders' Equity. . . . . . . . . $ 9,204,922 $ 4,634,874
============ ============
The accompanying notes are an integral part of these condensed financial
statements.
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Nine Months
Ended Sept 30, Ended Sept 30,
---------------- -----------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues
Sale of oil and gas $ 215,041 $ 178,218 $ 685,096 $ 533,614
Other income 15,857 19,293 36,930 59,291
Sale of oil & gas prospects 2,894,480 3,720,657 3,862,480 4,358,047
Interest income 11,684 5,707 19,707 12,898
----------- ----------- ----------- ----------
Total Revenues 3,137,062 3,923,875 4,604,213 4,963,850
---------- ----------- ----------- -----------
Cost and Expenses
Oil and gas lease expense 49,563 23,572 139,184 161,260
Mining exploration expenses 177,071 33,538 239,958 76,355
Project geology, geophysics,
land & administration 581,141 1,027,213 1,301,884 1,293,401
Cost of sale of oil & gas
prospects 1,837,452 1,487,689 2,314,351 2,115,375
Depletion, depreciation
and amortization 7,233 12,982 21,699 38,945
Interest 620 602 2,000 1,079
General administrative 311,412 266,726 986,157 830,281
---------- ---------- ---------- ----------
Total Cost and Expenses 2,964,492 2,852,322 5,005,233 4,516,696
--------- --------- --------- ---------
Net Income (Loss) $ 172,570 $ 1,071,553 $ (401,020) $ 447,154
============== =========== =========== ===========
Basic & Diluted Earnings
per Share $ .00 $ .05 $ (.02) $ .02
============== =========== =========== ===========
Weighted Average Number
of Shares 19,821,348 19,707,248 19,803,681 19,707,248
============== ========== ========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
6
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months
----------------------
Ended Sept 30,
----------------
2003 2002
---- ----
Cash Flows from Operating Activities
Net profit/(loss) $ (401,020) $ 447,154
Adjustments to reconcile net income
to net cash used from operating activities:
Depreciation, depletion and amortization 21,699 38,945
Shares issued for officer compensation -0- 11,700
Changes in operating capital:
Accounts receivable-(increase)decrease (1,485) (5,642)
Trade accounts payable-increase(decrease) 1,338,211 767,137
Accounts payable to joint venture
participants and related parties-increase(decrease) 36,176 (3,714)
Advances from joint venture
Participants-increase(decrease) 3,488,481 313,945
----------- -----------
Net Cash rovided/(Used) by Operating Activities 4,482,062 1,569,525
--------- ---------
Cash Flows from Investing Activities
Capital expenditures 462,138 (117,959)
-------- --------
Cash Flows from Financing Activities
Principal payments on long-term debt (20,635) (135)
Proceeds from issuance of common stock 108,201 8,135
---------- ------
Net Cash Provided/(Used) by Financing Activities 87,566 8,000
-------- --------
Net Increase in Cash and Cash Equivalents 5,031,766 1,459,566
Cash and Cash Equivalents at Beginning
Of Period 1,936,294 911,913
--------- ---------
Cash and Cash Equivalents at
End of Period $ 6,968,060 $ 2,371,479
=============== =============
Supplemental Information:
Cash paid for interest $ 2,000 $ 1,079
Cash paid for taxes $ 5,446 $ 5,137
TRI-VALLEY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
SEPTEMBER 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
nine-month period ended September 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
----------------------------------
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, we anticipate these results will be
immaterial.
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 artificially fractured (frac'd) the Sunrise-Mayel #2H-R well on July 7, 2003.
The frac job did not result in commercial production. After consideration it was
determined that performing an acid job should be done. This was done the last
week in October and we are currently recovering the spent acid fluid and should
soon have the results.
We began drilling the Oil Creek well on August 28, 2003. We reached total depth
on October 5, 2003. We brought the necessary equipment on location and
performed the first perforation in the bottom interval of the well on October
28. This is the first interval out of six in this well. We will come up hole
and perform additional fracs, we anticipate this will be completed by November
12, 2003.
The Oil Lake prospect began drilling on October 31st. We are estimating it will
reach total depth by November 15th.
Precious Metals
----------------
We began a two phase drilling program in July. The intent was to drill one
phase of 42 well bores and a 2nd phase of 66 well bores. The goal was to
determine if there is commercial grade placer gold at depth in creek valley.
The well bores are 60 to 90 feet deep. Due to repeated equipment failures we
were only able to drill the first phase of 42 well bores. This resulted in an
insufficient number of test wells to make a conclusive determination.
Three Months Ended September 30, 2003 as compared with Three Months ended
--------------------------------------------------------------------------------
September 30, 2002
--------------------
In the quarter ended September 30 revenue was $3,137,062 compared to $3,923,875
for the same quarter in 2002. This decrease resulted from lower proceeds of
sales of oil and gas prospects.
Costs and expenses increased $112,170 for the period ending June 30, 2003,
compared to the same period in 2002. Oil & gas lease expenses were $25,991 more
for the quarter ended September 30, 2003, due to an increased amount of
workovers over the same quarter in 2002. Mining expenses were $143,533 more in
this quarter than in 2002, due to the bore hole drilling program this summer.
Project
ITEM 2. (CONTINUED)
geology, geophysics, land and administration expenses were $446,072 lower for
the quarter ended September 30, 2003, compared to the same quarter in 2002.
This decrease is due to reduced activity
in lease acquisitions. Cost of sale of oil and gas prospects were $349,763
higher this quarter compared to the same quarter in 2002 because the prospects
sold to our Opus I limited partnership drilling program cost more than in the
prior period. General and administration costs were $44,686 higher for the
quarter ended September 30, 2003, compared to the same quarter in 2002. This
was due to increased investor relations expense and preparing and mailing proxy
statements for our annual shareholders' meeting.
For the quarter ended September 30, 2003, we had a profit of $172,570 compared
to a profit of $1,071,553 for the quarter ended September 30, 2002. The
$112,170 decrease was due in part to reduced costs in project geology,
geophysics, land & administration.
Nine Months Ended September 30, 2003 as compared to Nine Months ended September
--------------------------------------------------------------------------------
30, 2002
---------
Our revenue decreased $359,637 over the same period last year. This decrease
was from decreased income from the sale of oil and gas prospects.
Costs and expenses were $488,537 more in the period ended September 30, 2003,
than in the same period last year. Oil and gas lease expenses were $22,076 less
in 2003 due to a decreased amount of well workovers. Cost of sale of oil and
gas prospects is 198,976 more this year compared to last year. General and
administrative costs were $155,876 more in the nine months ended September 30,
2003, compared to the same nine 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 $401,020 for the nine months ended September 30, 2003, compared
to a profit of $447,154 for the same nine month period in 2002. This loss is
because we had higher costs from the sale of prospects 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)
Current assets were $7,133,192 at September 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. Property and equipment is $463,203 less for the
period ended September 30 compared to year end due to the sale of prospect land
and geology related to the limited liability drilling partnership.
Current liabilities were $8,217,722 for the nine months ended September 30,
2003, compared to $3,345,777 for the period ended December 31, 2002. This
increase is due to accounts payable being $1,358,846 higher at September 30,
2003 compared to December 31, 2002 and advances from joint venture participants
of $3,488,481 in our drilling programs for drilling activities in our limited
liability drilling program.
OPERATING ACTIVITIES. We had a positive cash flow of $4,482,062 for the nine
months ended September 30, 2003 compared to a positive cash flow of $1,569,525
for the same period in 2002. This change is due to an a loss from operating
activity and 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 nine months of 2003 we had costs $462,138 on
capital expenditures compared to $117,959 for the same period in 2002. These
expenditures were the result of sale of asset costs related to the Oil Creek
prospect.
FINANCING ACTIVITIES. Net cash used by financing activities was $87,566 for the
nine months ended September 30, 2003 compared to $8,000 for the same period in
2002. This change was due to payments on long-term debt ($20,635) and proceeds
from the issuance of stock in private transactions, from award of stock for
compensation to the outside directors and the exercise of stock options
($108,201).
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 September 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 September 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
September 30, 2003.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
------------------
None
ITEM 2. CHANGES IN SECURITIES
-----------------------
During the quarter ended September 30, 2003, we issued a total of 12,000 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 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.
We issued 6,000 shares in exchange for services. The price of these shares was
$3.20 per share on September 15, 2003, the date of the award.
ITEM 5. OTHER INFORMATION
------------------
Effective October 29, 2003 our common stock moved from the electronic over the
counter bulletin board to the American Stock Exchange. The new ticker symbol is
TIV.
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:
None
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
November 11, 2003 /s/ F. Lynn Blystone
------------------------
F. Lynn Blystone
President and Chief Executive Officer
November 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: Nov. 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: Nov. 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 Sept 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: Nov. 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 Sept 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: Nov 11, 2003 /s/F. Lynn Blystone
---------------------
F. Lynn Blystone, President and Chief Executive Officer
--------------------------------------------------------------