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 June 30, 2004 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, 2004
was 20,267,127.
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. . . . . . . . . . . . . . . . . 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . 10
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . 10
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . 11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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
June 30, 2004. Dec. 31, 2003
(Unaudited) (Audited)
------------ -----------
Current Assets
Cash. . . . . . . . . . . . . $ 6,949,767 $ 6,006,973
Accounts receivable, trade. . 165,323 163,825
Prepaid expenses. . . . . . . 12,029 12,029
------------ -----------
Total Current Assets. . . . 7,127,119 6,182,827
------------ -----------
Property and Equipment, Net . . 1,555,002 1,522,333
------------ -----------
Other Assets
Deposits. . . . . . . . . . . 372,105 372,105
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. . . . 615,832 615,832
------------ -----------
Total Assets. . . . . . . $ 9,297,954 $ 8,320,992
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2004 Dec. 31, 2003
(Unaudited) (Audited)
------------ ------------
CURRENT LIABILITIES
Notes and contracts payable . . . . . . . $ 2,425 $ 9,985
Trade accounts payable & accrued expenses 841,613 835,729
Accounts payable to joint venture
participants. . . . . . . . . . . . . . 100,743 91,275
Advances from joint venture
participants. . . . . . . . . . . . . . 6,937,146 4,811,742
------------ ------------
Total Current Liabilities . . . . . . . 7,881,927 5,748,731
------------ ------------
Long-term Portion of Notes and
Contracts Payable . . . . . . . . . . . . 9,479 16,805
------------ ------------
Commitments
Shareholders' Equity
Common stock, $.001 par value:
100,000,000 shares authorized;
20,267,127 and 20,097,627 issued
and outstanding at June 30, 2004
and Dec. 31, 2003, respectively . . . . 20,267 20,115
Less: Common stock in treasury,
at cost, 100,025 shares. . . . . . . . . (13,370) (13,370)
Capital in excess of par value. . . . . . 9,727,051 9,010,453
Accumulated deficit . . . . . . . . . . . (8,327,400) (6,461,742)
------------ ------------
Total Shareholders' Equity. . . . . . . 1,406,548 2,555,456
------------ ------------
Total Liabilities and
Shareholders' Equity. . . . . . . . . $ 9,297,954 $ 8,320,992
============ ============
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,
---------------- ----------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues
Sale of oil and gas $ 194,849 $ 203,408 $ 422,268 $ 470,055
Other income 24,318 14,460 37,811 21,073
Sale of oil & gas prospects 909,500 968,000 909,500 968,000
Interest income 6,243 4,503 6,612 8,023
------ ------ ------ ------
Total Revenues 1,134,910 1,190,371 1,376,191 1,467,151
---------- --------- --------- ---------
Cost and Expenses
Oil and gas lease expense 58,098 33,296 76,168 89,621
Mining exploration expenses 765,376 32,580 803,607 62,887
Project geology, geophysics,
land & administration 1,241,658 908,622 1,336,090 1,197,641
Depletion, depreciation
and amortization 7,233 7,233 14,466 14,466
Interest 6,248 667 32,540 1,380
General administrative 437,767 360,156 1,038,912 674,745
------- ------- --------- -------
Total Cost and Expenses 2,516,380 1,342,554 3,301,783 2,040,741
--------- --------- --------- ---------
Net Income (Loss) $ (1,381,470) $ (152,183) $ (1,925,592) $ (573,590)
============ ========== ============ =========
Basic & Diluted Earnings
per Share $ (.03) $ (.01) $ (.06) $ (.03)
===== ===== ====== ======
Weighted Average Number
of Shares 20,213,460 19,786,014 20,156,543 19,786,014
============= ========== ========== ==========
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,
----------------
2004 2003
------------ -----------
Cash Flows from Operating Activities
Net profit/(loss). . . . . . . . . . . . . . . . . $(1,925,592) $ (573,590)
Adjustments to reconcile net income
to net cash used from operating activities:
Depreciation, depletion and amortization . . . . 14,466 14,466
Non-cash mining exploration expense . . . . . 712,000
Changes in operating capital:
Accounts receivable-(increase)decrease . . . . (1,498) (9,077)
Trade accounts payable-increase(decrease). . (1,676) 139,418
Accounts payable to joint venture
participants and related parties-increase(decrease) 9,468 (1,849)
Advances from joint venture
Participants-increase(decrease). . . . .. . . 2,125,404 3,954,994
------------ -----------
Net Cash Provided/(Used) by Operating Activities . . 932,572 3,542,516
------------ -----------
Cash Flows Provided/(Used) by Investing Activities
Capital expenditures . . . . . . . . . . . . . . . 12,796 (138,708)
------------ -----------
Cash Flows from Financing Activities
Principal payments on long-term debt . . . . . . . (7,326) (18,306)
Proceeds from issuance of common stock . . . . . . 4,750 104,200
------------ -----------
Net Cash Provided/(Used) by Financing Activities . (2,576) 85,894
------------ -----------
Net Increase in Cash and Cash Equivalents. . . . . . 942,792 3,489,702
Cash and Cash Equivalents at Beginning
Of Period. . . . . . . . . . . . . . . . . . . . . . 6,006,975 1,936,294
------------ -----------
Cash and Cash Equivalents at
End of Period. . . . . . . . . . . . . . . . . . . $ 6,949,767 $5,425,996
============ ===========
Supplemental Information:
Cash paid for interest . . . . . . . . . . . . . . $ 26,764 $ 1,380
Cash paid for taxes. . . . . . . . . . . . . . . . $ 5,169 $ 5,446
During the six months ended June 30, 2004, Tri-Valley issued $712,000 (160,000 shares)
of common stock in exchange for mineral interests purchased from two individuals
(80,000 shares each) interest in the Richardson Alaska Gold mining claims, which
15
TRI-VALLEY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
JUNE 30, 2004 AND 2003
(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
three-month period ended June 30, 2004, 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, 2003.
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 have evaluated this guidance and have
determined this will not have a material impact on our financial position,
results of operations, or net cash flows.
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 have evaluated 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
---------------------
In early May 2004 a workover rig was moved in on Elk Ridge # 1-20 to
artificially fracture the Hay Sand formation. The work was completed
successfully however; we were not able to get commercial production. We are
working on several stimulation concepts to hopefully obtain commercial rates.
During April 2004 the Company continued work on the Oil Lake well. The well has
not responded with commercial production and is currently idle.
The Oil Creek prospect was determined to be no longer a viable prospect.
However, the results of data analysis did identify a new prospect, the Los Gatos
Creek Prospect. The Oil Creek well will be retained for a potential water
disposal well in the event the Los Gatos Creek Prospect results in a new field
discovery.
On June 28, 2004, a test frac was done on the EKHO #1 as a planning and design
procedure to obtain data for what will be a main frac. It appears this will be
conducted in September.
Current plans are to bring in a production/workover rig and (1) fish the tubing
out of the Martins-Severin #3 and either return it to production from the
currently sanded-up zone or to recomplete into one of the three remaining zones
in the well and to fracture the Martins-Severin #6 to both stimulate production
and remediate the sanding problems.
On the Pimental #1-15 we intend to hydraulically fracture stimulate the Ragged
Valley Sands to achieve commercial rates. These sands have never been
effectively produced in this Tracy Gas Field. This work is scheduled to be done
sometime in August.
Precious Metals Activities
----------------------------
An independent geologist visited our claim block in Alaska to view the work that
has been performed to date. This visit qualifies his independent report to be
used for U.S and Canadian stock exchange financings. This is part of the
procedure to continue our efforts to successfully spin-off our Richardson,
Alaska gold project into a new, stand alone mining company. In the second
quarter, we repurchased two mineral interests in the Richardson gold mining
claims which we had sold to third parties in 1998 in order to consolidate our
interests in this property.
ITEM 2. (CONTINUED)
---------------------
Three Months Ended June 30, 2004 as compared with Three Months ended June 30,
--------------------------------------------------------------------------------
2003
----
In the quarter ended June 30, 2004, revenue was $1,134,910 compared to
$1,190,371 for the same quarter in 2003. This decrease resulted from reduced
gas production due to certain wells being shut in for workovers and reduced
revenue from sales of prospects.
Costs and expenses increased $1,173,826 for the period ending June 30, 2004,
compared to the same period in 2003. Oil & gas lease expenses were $24,802
higher this quarter due to work performed on some of our producing wells. We
repurchased mineral interests on our Richardson, Alaska, gold mining claims
which we had sold to third parties in 1998, resulting in a $732,796 increase in
mining exploration expenses, compared to the same period last year. Project
geology, geophysics, land and administration expenses were $333,036 higher for
the quarter ended June 30, 2004, compared to the same quarter in 2003. This
increase was due to our writing off costs of the EKHO Prospect that had
previously been capitalized. General and administration costs were $77,611
higher for the quarter ended June 30, 2004, compared to the same quarter in
2003. The increase was due to expensing $31,558 of remaining costs of our
litigation with Armstrong Petroleum (see Part II, Item I) and additional
insurance costs.
For the quarter ended June 30, 2004, we had a loss of $1,381,470, compared to a
loss of $152,183 for the quarter ended June 30, 2003.
Six Months ended June 30, 2004 as compared to the Six Months ended June 30, 2003
--------------------------------------------------------------------------------
Revenue decreased during the first six months of the year compared to the same
period in 2003 due less income from the sale of gas prospects and less gas
revenue because some wells were shut in for additional work.
Costs and expenses were $3,301,783 for the period ending June 30, 2004 compared
to $2,040,741 for the comparable period in 2003. Mining exploration expenses
were $732,796 higher due to expensing of mining interest we bought back on our
Richardson gold mining claims. Project geology, geophysics, land and
administration were $138, 449 higher due to expensing costs related to the EKHO
Project. General and administrative costs were $364,167 higher than in 2003.
These increased costs were due to expenses related to the Armstrong lawsuit, a
$30,000 increase in consulting fees, higher directors and officers liability
insurance premiums and higher investor relations costs.
For the six months we had a loss of $1,925,592 compared to a loss of $573,590
for the same six month period 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 $7,127,119 at June 30, 2004, compared to $6,182,827 as of
December 31, 2003. This is due to an increase of cash related to investments in
our OPUS-I drilling program.
Current liabilities were $7,881,927 for the six months ended June 30, 2004,
compared to $5,748,731 for the period ended December 31, 2003. This increase is
due to advances from joint venture participants in our drilling programs for
drilling activities in our limited liability drilling program, and accrued
expenses related to the Armstrong lawsuit.
OPERATING ACTIVITIES. We had a positive cash flow of $932,572 for the six
months ended June 30, 2004 compared to a positive cash flow of $3,542,516 for
the same period in 2003. This difference is due to less advances from joint
venture partners and our year to date operating loss. Our primary source of
funds is comprised of selling prospects and oil and gas sales.
INVESTING ACTIVITIES. In the first six months of 2004 we had $12,796 in capital
expenditures. This was the result of lease acquisitions.
FINANCING ACTIVITIES. Net cash provided by financing activities was ($2,576)
for the six months ended June 30, 2004. This was due to payments on autos of
($7,326) and issuance of common stock of $4,750.
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, 2004, 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, 2004. 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, 2004.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
------------------
In November 2002, a judgment of $141,500 was awarded to Armstrong Petroleum
against Tri-Valley Corporation. We appealed the decision to the appellate court
who ultimately confirmed the trial court's decision. In the second quarter of
2004, the California Supreme Court declined to hear our appeal. We previously
expensed $212,985, and we expensed another $31,558 in the second quarter for a
total of $244,543. We will pay this amount in the third quarter of 2004. We
had previously reserved an amount on our balance sheet under deposits which is
more than sufficient to cover the costs attributable to the judgment.
ITEM 2. CHANGES IN SECURITIES
-----------------------
During the second quarter of 2004, we issued 1,500 shares for aggregate
consideration of $750 ($.50 per share) upon exercise of options by an
ex-employee of the Company. We also issued 160,000 shares to two private
individuals to repurchase all their right, title and interest in mining claims
near Richardson, Alaska, which we had sold to them in 1998. These shares were
valued at $712,000 ($4.45 per share), which was the closing price of our stock
on the American Stock Exchange on the date of issuance. All of these shares
were not registered under the Securities Act of 1933 and were sold in reliance
on the exemption from registration requirements provided by Section 4(2) of that
statute.
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
August 11, 2004 /s/ F. Lynn Blystone
------------------------
F. Lynn Blystone
President and Chief Executive Officer
August 11, 2004 /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, 2004 /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.
/s/Thomas J. Cunningham
Date: August 11, 2004
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 March 31,
2004 (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.
/s/Thomas J. Cunningham
Date: August 11, 2004
------------------------
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 March 31,
2004 (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.
/s/F. Lynn Blystone
Date: August 11, 2004
------------------------
F. Lynn Blystone, President and Chief Executive Officer
--------------------------------------------------------------