Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jun. 30, 2014 | Dec. 02, 2014 | |
Entity Registrant Name | 'MONDIAL VENTURES, INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001284452 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 1,976,025,753 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Incorporation, State Country Name | 'Nevada | ' |
Entity Incorporation, Date of Incorporation | 29-May-02 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $8,559 | $3,508 |
Deposit in transit | 22,000 | ' |
Accounts receivable | 587 | ' |
Total current assets | 31,146 | 3,508 |
Fixed assets - net | 25,993 | 25,363 |
Proved oil and natural gas properties - net | 1,072,710 | 800,341 |
Deferred Financing Costs | 7,449 | 15,324 |
Total other assets | 1,106,152 | 841,028 |
Total assets | 1,137,298 | 844,536 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 329,542 | 219,528 |
Accounts payable and accrued expenses - related parties | 72,945 | 15,958 |
Loans and notes payable | 579,064 | 366,284 |
Loans and notes payable - in default | 436,742 | 310,902 |
Advances and notes - related parties | 19,729 | 1,232 |
Convertible loans payable, net of discount of $234,460 and $137,742, respectively | 275,631 | 199,446 |
Convertible loans payable - related parties, net of discount of $68,193 and $6,590, respectively | 21,807 | 8,410 |
Convertible loan payable, net - in default | 216,434 | 25,000 |
Derivative liabilities | 1,625,830 | 220,131 |
Total current liabilities | 3,577,724 | 1,366,891 |
Long-term liabilities: | ' | ' |
Asset retirement obligation | 8,084 | 5,781 |
Total long-term liabilities | 8,084 | 5,781 |
Total Liabilities | 3,585,808 | 1,372,672 |
Stockholders' equity (deficit) | ' | ' |
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 100,000 shares issued and outstanding as of March 31, 2014 and nil at December 31, 2013 | 100 | ' |
Common stock, $0.001 par value; 1,490,000,000 shares authorized, 71,783,740 shares and 334,738 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 71,784 | 335 |
Additional paid-in capital | 7,829,777 | 4,881,543 |
Capital stock subscribed | 112,271 | 4,000 |
Non-controlling interest in subsidiaries | 190,109 | ' |
Accumulated other comprehensive income | -8,815 | ' |
Accumulated deficit | -10,643,736 | -5,414,014 |
Total shareholders' equity (deficit) | -2,448,510 | -528,136 |
Total liabilities and stockholders' equity (deficit) | $1,137,298 | $844,536 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parenthetical (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheets Parenthetical | ' | ' |
Discount on Convertible loans payable - related parties | $68,193 | $6,590 |
Discount on Convertible loans payable | $234,460 | $137,742 |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 100,000 | ' |
Preferred stock shares outstanding | 100,000 | ' |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 1,490,000,000 | 1,490,000,000 |
Common stock shares issued | 71,783,740 | 334,738 |
Common stock shares outstanding | 71,783,740 | 334,738 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Consolidated Statement of Operations | ' | ' | ' | ' |
Gross revenues from oil and gas sales | $24,239 | $43,943 | $60,027 | $61,890 |
Well operating costs | -10,673 | -96,295 | -50,438 | -150,354 |
Gross margin | 13,566 | -52,352 | 9,589 | -88,464 |
General and administration | 892,240 | 379,254 | 3,032,394 | 482,103 |
Total general and administration expenses | 892,240 | 379,254 | 3,032,394 | 482,103 |
Net loss from operations | -878,674 | -431,606 | -3,022,805 | -570,567 |
Interest expense | -252,057 | -174,743 | -500,174 | -231,567 |
Miscellaneous expense | -1,145 | ' | -880 | ' |
Gain/loss on derivatives | -431,283 | -272,034 | -1,104,159 | -272,034 |
Gain/loss on legal settlement | -50,000 | ' | -84,500 | ' |
Gain/loss on transfer of assets | 267,256 | ' | -165,232 | ' |
Gain/loss on settlement of debt | -44,123 | -23,767 | -409,700 | -472,948 |
Net loss before provision for income taxes | -1,390,026 | -902,150 | -5,287,450 | -1,547,116 |
Provision for income taxes | ' | ' | ' | ' |
Net (loss) before non-controlling interests | -1,390,026 | -902,150 | -5,287,450 | -1,547,116 |
Less: net (loss) attributable to non-controlling interest | -55,394 | ' | -57,728 | ' |
Net (loss) | -1,334,632 | -902,150 | -5,229,722 | -1,547,116 |
Unrealized foreign currency translation (loss) | -6,136 | ' | -8,815 | ' |
Less: other comprehensive income(loss) attributable to non-controlling interest | -3,587 | ' | -4,467 | ' |
Net comprehensive (loss) | ($1,337,181) | ($902,150) | ($5,234,070) | ($1,547,116) |
Net loss per common share - basic and diluted | ($0.04) | ($21.53) | ($0.28) | ($38.01) |
Weighted average common shares outstanding - basic and diluted | 30,799,157 | 41,898 | 18,798,051 | 40,701 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Operating activities | ' | ' | ' |
Net loss | ($5,229,722) | ($1,547,116) | ($2,453,568) |
Net loss attributable to non-controlling interests | -57,728 | ' | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Common shares issued for services | 2,037,413 | 212,500 | ' |
Preferred shares issued for services | 22,000 | ' | ' |
Accretion of asset retirement obligation | 2,303 | 219 | ' |
Adjustment to asset retirement obligation | -2,025 | ' | ' |
Depreciation | 7,555 | 4,048 | ' |
Promissory notes issued for services | 75,000 | ' | ' |
Bad debt expense | 550,000 | ' | ' |
Depletion | 4,217 | 84,009 | ' |
Amortization of debt discount | 353,927 | 133,069 | ' |
Loss on debt conversion and settlement | 409,700 | 472,948 | ' |
Amortization of deferred financing costs | 14,055 | 4,858 | ' |
Change in fair value of derivative liability | 1,104,159 | 272,034 | ' |
Imputed interest | 14,252 | ' | 19,989 |
Loss on stock issued for legal settlement | 34,500 | ' | ' |
Loss on transfer of assets | 165,233 | ' | ' |
Changes in other operating assets and liabilities: | ' | ' | ' |
Change in account receivables | -587 | ' | ' |
Change in other current assets | -22,000 | 1,463 | ' |
Change in accounts payable and accrued expenses | 183,888 | 101,403 | ' |
Change in accounts payable and accrued expenses - related parties | 56,987 | -16,817 | ' |
Net cash provided by (used in) operating activities | -276,873 | -278,845 | ' |
Investing activities | ' | ' | ' |
Cash received from transfer of non-controlling interest | 141,470 | ' | ' |
Net cash provided by investing activities | 141,470 | ' | ' |
Financing activities: | ' | ' | ' |
Deferred financing costs | -6,500 | -13,050 | ' |
Borrowings on debt | ' | 93,300 | ' |
Borrowings on debt - related parties | 18,497 | ' | ' |
Borrowings on convertible debt | 79,369 | 207,280 | ' |
Borrowings on non-convertible debt | 64,000 | ' | ' |
Payment on debt | -1,630 | -12,000 | ' |
Net cash provided by financing activities | 153,736 | 275,530 | ' |
Effect of exchange rate | -13,282 | ' | ' |
Net increase (decrease) in cash during the period | 5,051 | -3,315 | ' |
Cash balance at beginning of period | 3,508 | 23,518 | 23,518 |
Cash balance at end of period | 8,559 | 20,203 | 3,508 |
Non-cash activities: | ' | ' | ' |
Conversion of debt rescinded during the period | 12,500 | ' | ' |
Debt discount due to embedded derivative | 486,942 | 263,917 | ' |
Debt discount due to beneficial conversion feature | ' | 92,500 | ' |
Shares issued for debt conversion and settlement | 85,774 | 856,913 | ' |
Shares subscribed for settlement of debt | 108,271 | ' | ' |
Adjustment to derivative due to debt conversion | 189,313 | 59,156 | 421,206 |
Effect of share exchange | -54,290 | ' | ' |
Increase in additional paid in capital due to acquisition of oil and gas interests from EGPI | 282,744 | ' | ' |
Debt assumed from EGPI for oil and gas properties interest | $550,000 | ' | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholder's Deficit (USD $) | Series C Preferred Stock | Common Stock | Additional Paid-In Capital | Stock Payable | Deficit | Accumulated Other Comprehensive Income (loss) | Non-Controlling Interest | Total |
Balance at Dec. 31, 2012 | ' | $39 | $2,949,471 | ' | ($2,960,446) | ' | ' | ($10,936) |
Balance (shares) at Dec. 31, 2012 | ' | 39,333 | ' | ' | ' | ' | ' | ' |
Common stock issued for debt conversion and settlement | ' | 294 | 1,211,812 | ' | ' | ' | ' | 1,212,106 |
Common stock issued for debt conversion and settlement - shares | ' | 293,738 | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | 2 | 186,565 | 4,000 | ' | ' | ' | 190,567 |
Common stock issued for services - shares | ' | 1,667 | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | 92,500 | ' | ' | ' | ' | 92,500 |
Adjustment to derivative due to debt conversion | ' | ' | 421,206 | ' | ' | ' | ' | 421,206 |
Imputed interest | ' | ' | 19,989 | ' | ' | ' | ' | 19,989 |
Net loss | ' | ' | ' | ' | -2,453,568 | ' | ' | -2,453,568 |
Balance at Dec. 31, 2013 | ' | 335 | 4,881,543 | 4,000 | -5,414,014 | ' | ' | -528,136 |
Balance (shares) at Dec. 31, 2013 | ' | 334,738 | ' | ' | ' | ' | ' | ' |
Common stock issued for debt conversion and settlement | ' | 60,655 | 434,999 | 108,271 | ' | ' | ' | 603,925 |
Common stock issued for debt conversion and settlement - shares | ' | 60,655,229 | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | 10,425 | 2,026,988 | ' | ' | ' | ' | 2,037,413 |
Common stock issued for services - shares | ' | 10,425,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for legal settlement | ' | 375 | 34,125 | ' | ' | ' | ' | 34,500 |
Common stock issued for legal settlement - shares | ' | 375,000 | ' | ' | ' | ' | ' | ' |
Common stock cancelled | ' | -7 | -12,493 | ' | ' | ' | ' | -12,500 |
Common stock cancelled - shares | ' | -6,735 | ' | ' | ' | ' | ' | ' |
Fractional shares issued for stock split | ' | 1 | -1 | ' | ' | ' | ' | ' |
Fractional shares issued for stock split - shares | ' | 508 | ' | ' | ' | ' | ' | 508 |
Preferred stock issued for services | 100 | ' | 21,900 | ' | ' | ' | ' | 22,000 |
Preferred stock issued for services - shares | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Adjustment to derivative due to debt conversion | ' | ' | 189,313 | ' | ' | ' | ' | 189,313 |
Imputed interest | ' | ' | 14,252 | ' | ' | ' | ' | 14,252 |
Effect of amalgamation and share exchange | ' | ' | -43,592 | ' | ' | ' | 252,304 | 208,712 |
Acquisition of oil and gas interests | ' | ' | 282,743 | ' | ' | ' | ' | 282,743 |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | -8,815 | -4,467 | -8,815 |
Net loss | ' | ' | ' | ' | -5,229,722 | ' | -57,728 | -5,229,722 |
Balance at Jun. 30, 2014 | 100 | 71,784 | 7,829,777 | 112,271 | -10,643,736 | -8,815 | 190,109 | -2,448,510 |
Balance (shares) at Jun. 30, 2014 | 100,000 | 71,783,740 | ' | ' | ' | ' | ' | ' |
Balance at Mar. 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for debt conversion and settlement | ' | ' | ' | ' | ' | ' | ' | 603,925 |
Common stock issued for debt conversion and settlement - shares | ' | 60,655,229 | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | 2,037,413 |
Common stock issued for services - shares | ' | 10,425,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for legal settlement | ' | ' | ' | ' | ' | ' | ' | 34,500 |
Common stock issued for legal settlement - shares | ' | 375,000 | ' | ' | ' | ' | ' | ' |
Common stock cancelled | ' | ' | ' | ' | ' | ' | ' | -12,500 |
Fractional shares issued for stock split - shares | ' | 508 | ' | ' | ' | ' | ' | 508 |
Preferred stock issued for services | ' | ' | ' | ' | ' | ' | ' | 22,000 |
Preferred stock issued for services - shares | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Effect of amalgamation and share exchange | ' | ' | ' | ' | ' | ' | ' | 208,712 |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | -6,136 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -1,334,632 |
Balance at Jun. 30, 2014 | $100 | $71,784 | ' | ' | ' | ' | ' | ($2,448,510) |
Balance (shares) at Jun. 30, 2014 | 100,000 | 71,783,740 | ' | ' | ' | ' | ' | ' |
1_Organization_of_The_Company_
1. Organization of The Company and Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Notes | ' | ||||||||||||||||
1. Organization of The Company and Significant Accounting Policies | ' | ||||||||||||||||
1. Organization of the Company and Significant Accounting Principals | |||||||||||||||||
The Company was incorporated in the state of Nevada May 29, 2002 as Mondial Ventures, Inc. | |||||||||||||||||
In December 2003, the Company owned a 100% interest, subject to a 2% net smelter returns royalty, in four mineral claims located in the Namaimo Mining Division of British Columbia. | |||||||||||||||||
Effective December 1, 2010, the Company increased its authorized common shares to 250,000,000 with a par value of $0.001, and authorized shares of blank check preferred stock, par value $0.001 per share. | |||||||||||||||||
On December 15, 2010 the claims related to the 100% interest owned in the British Columbia mineral claims expired. | |||||||||||||||||
On December 30, 2010, the Company completed a merger with Legacy Athletic Apparel, LLC, a Virginia limited liability company (Legacy) in a Merger Agreement dated December 14, 2010, by and between the Company and Legacy. Pursuant to the Plan of Merger, Legacy merged into the Company, with the Company being the surviving entity (“the Merger”). The transaction was accounted for using the purchase method of accounting. | |||||||||||||||||
On July 31, 2012, the Company purchased oil and gas assets and interests in the J.B. Tubb Leasehold Estate from EGPI Firecreek, Inc. The Company issued 14,000,000 shares of common stock to EGPI Firecreek, Inc. and the assumption of debt for 37.5% working interest and corresponding 28.125% net revenue interest in the oil and gas interests and pro rata oil and gas revenue and reserves in the North 40 plus additional right agreement for the South 40 of the J.B. Tubb Leasehold Estate, and for all depths below the surface to 8,500 ft. Also included are all related assets, fixtures, equipment, three well heads and three well bores. | |||||||||||||||||
On October 30, 2012 the Company entered into a Definitive Short Form Agreement with EGPI Firecreek, Inc. for development of 240 acre leases, reserves, three wells and equipment located in Callahan, Steven and Shackelford Counties, West Central Texas, which includes but is not limited to continuing negotiations to buy out 50% partner interests, due diligence, evaluation and preparation including an initial 3-D Seismic study reserve studies and roll over leases if necessary. The agreement is non-binding and the parties intend to finalize the agreement by executing a Definitive Long Form Agreement in the future. The parties had until November 6, 2012 to finalize this agreement but did not do so by that date. Both parties are still interested in pursuing this transaction in the future. | |||||||||||||||||
Effective August 21, 2013, the Company increased its authorized common shares to 490,000,000 with a par value of $0.001, and with its current 10,000,000 authorized shares of blank check preferred stock, par value $0.001 per share. | |||||||||||||||||
Effective October 2, 2013, the Company increased its authorized common shares to 1,490,000,000 with a par value of $0.001, and with its current 10,000,000 authorized shares of blank check preferred stock, par value $0.001 per share. | |||||||||||||||||
Effective on January 31, 2014, the Company effected a one (1) for fifteen hundred (1,500) reverse stock split whereby, as of the record date, for every fifteen hundred shares of common stock then owned, each shareholder received one share of common stock. All share amounts throughout this report have been retroactively adjusted for all periods to reflect this stock-split. | |||||||||||||||||
On January 27, 2014, the Company executed an Omnibus Agreement with EGPI, TWL Investments LLC (“TWL”), and Thomas J. Richards (“TJR”) whereby EGPI delivered an Assignment and Bill of Sale (the “Assignment and Bill of Sale Agreement”) for transfer of i) an additional 12.5% Working Interest and corresponding 9.375% Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to at least 8500 ft. ii) 12.5% Working Interest and 9.375% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft in well bore and 3800 ft. to 4000 ft in well bore, and iii) interest in the Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) granting certain rights in and to interests for additional development in the J.B. Tubb Leasehold Estate. In consideration for the additional working interest, the Company assumed $550,000 debt from EGPI. The Assignment and Bill of Sale was retroactively effective on January 1, 2014. | |||||||||||||||||
Effective on January 1, 2014, the Company delivered an Assignment and Bill of Sale agreement to Shale Corp. for transfer of its entire 50% of working interest and corresponding 37.50% net revenue interest in the North 40 acres of the J.B. Tubb Leasehold Estate. In consideration, the Company received cash payment, liabilities to be assumed by Shale corp., and 47 million of Shale Corp's common stock. Based on the 47 million common stock ownership, the Company became 67.14% owner of Shale Corp. | |||||||||||||||||
On March 25, 2014, Boomerang Oil, Inc. (formerly 0922327 B.C. Ltd.) entered into acquisition agreement with Shale Corp to acquire all issued and outstanding Shale Corp shares. Pursuant to the acquisition agreement, Boomerang issued 70,000,000 of its common stock to acquire all of Shale Corp's issued and outstanding shares on a 1 to 1 basis. Subsequent to the share exchange, Shale Corp became Boomerang's wholly owned subsidiary. Immediately after the share exchange, Shale Corp amalgamated with Boomerang's wholly owned subsidiary 2301840 Ontario, Inc. to form a new subsidiary subsequently named as 1913564 Ontario, Inc. As a result of the share exchange, the Company, which owned 47 million of Shale Corp immediately prior to the share exchanges, became 66.17% owner of the consolidated entity of Boomerang Oil, Inc. and 1913564 Ontario, Inc. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and for the period they include. Actual results may differ from these estimates. | |||||||||||||||||
Revenue and Cost Recognition | |||||||||||||||||
Oil and Gas: Revenue is recognized from oil and gas sales in the period of delivery. Settlement on sales occurs anywhere from two weeks to two months after the delivery date. The Company recognizes revenue when an arrangement exists, the product has been delivered, the sales price has been fixed or determinable, and collectability is reasonably assured. | |||||||||||||||||
Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. There were no cash equivalents as of June 30, 2014 or December 31, 2013. The Company had cash balance of $8,559 and $3,508 as of June 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Oil and Gas Activities | |||||||||||||||||
The Company uses the successful efforts method of accounting for oil and gas producing activities. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole drilling costs are expensed. Development costs, including the costs to drill and equip developmental wells, and successful exploratory drilling costs to locate proved reserves are capitalized. | |||||||||||||||||
Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. A determination of whether a well has found proved reserves is made shortly after drilling is completed. The determination is based on a process which relies on interpretations of available geologic, geophysics, and engineering data. If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If an exploratory well requires a major capital expenditure before production can begin, the cost of drilling the exploratory well will continue to be carried as an asset pending determination of whether proved reserves have been found only as long as: i) the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made, and: ii) drilling of the additional exploratory well is under way or firmly planned for the near future. If drilling in the area is not under way or firmly planned, or if the well has not found a commercially producible quantity of reserves, the exploratory well is assumed to be impaired, and its costs are charged to expense. | |||||||||||||||||
In the absence of a determination as to whether the reserves that have been found can be classified as proved, the cost of drilling such an exploratory well is not carried as an asset for more than one year following completion of drilling. If after that year is passed, a determination that proved reserves exist cannot be made, the well is assumed impaired and its costs are charged to expense. Its costs can, however, continue to be capitalized if a sufficient quantity of reserves is discovered in the well to justify its completion as a producing well and sufficient progress is made in assessing the reserves and the well’s economic and operating feasibility. | |||||||||||||||||
The impairment of unamortized capital costs is measured at a lease level and is reduced to fair value if it is determined that the sum of expected future net cash flows is less than the net book value. The Company determines if impairment has occurred through either adverse changes or as a result of the annual review of all fields. During 2013 after conducting an impairment analysis, the Company recorded an impairment of $84,778. | |||||||||||||||||
Asset Retirement Obligations | |||||||||||||||||
(“ARO”- The estimated costs of restoration and removal of facilities are accrued. The fair value of a liability for an asset’s retirement obligation is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated with the related long-lived asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. For all periods presented, estimated future costs of abandonment and dismantlement are included in the full cost amortization base and are amortized as a component of depletion expense. At June 30, 2014 and December 31, 2013, the ARO of $8,084 and $5,781 is included in liabilities and fixed assets. | |||||||||||||||||
Development costs of proved oil and gas properties, including estimated dismantlement, restoration and abandonment costs and acquisition costs, are depreciated and depleted on a field basis by the units-of-production method using proved developed and proved reserves, respectively. The costs of unproved oil and gas properties are generally combined and impaired over a period that is based on the average holding period for such properties and the Company’s experience of successful drilling. | |||||||||||||||||
Costs of retired, sold or abandoned properties that make up a part of an amortization base (partial field) are charged to accumulated depreciation, depletion and amortization if the units-of-production rate is not significantly affected. Accordingly, a gain or loss, if any, is recognized only when a group of proved properties (entire field) that make up the amortization base has been retired, abandoned or sold. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company estimates the fair value of share-based payment awards made to employees and directors, including stock options, restricted stock and employee stock purchases related to employee stock purchase plans, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. We estimate the fair value of each share-based award using the Black-Sholes option pricing model. The Black-Sholes model is highly complex and dependent on key estimates by management. The estimates with the greatest degree of subjective judgment are the estimated lives of the stock-based awards and the estimated volatility of our stock price. The Black-Sholes model is also used for our valuation of warrants. | |||||||||||||||||
Earnings per Common Share | |||||||||||||||||
Basic earnings per common share are calculated based upon the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and dilutive common share equivalents (convertible notes and interest on the notes, stock awards and stock options) outstanding during the period. Dilutive earnings per common share reflect the potential dilution that could occur if options to purchase common stock were exercised for shares of common stock. Basic and diluted EPS are the same as the effect of our potential common stock equivalents would be anti-dilutive. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
On January 1, 2008, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2009, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: | |||||||||||||||||
Level 1 – Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access. | |||||||||||||||||
Level 2 –Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. | |||||||||||||||||
Level 3 – Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use. | |||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2014 on a recurring and non-recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Gains | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | (Losses) | |||||||||||||
Derivative liabilities (recurring) | $ | - | $ | - | $ | 1,625,830 | $ | 1,104,159 | |||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013 on a recurring and non-recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Gains | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | (Losses) | |||||||||||||
Derivative liabilities (recurring) | $ | - | $ | - | $ | 220,131 | $ | 220,131 | |||||||||
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt. The estimated fair value of cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The carrying value of long-term debt also approximates fair value since their terms are similar to those in the lending market for comparable loans with comparable risks. None of these instruments are held for trading purposes. | |||||||||||||||||
Fixed Assets | |||||||||||||||||
Fixed assets are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. The following is a summary of the estimated useful lives used in computing depreciation expense: | |||||||||||||||||
Well equipment | 5 years | ||||||||||||||||
Expenditures for major repairs and renewals that extend the useful life of the asset are capitalized. Minor repair expenditures are charged to expense as incurred. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires that those assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |||||||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||||||
The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. | |||||||||||||||||
As of June 30, 2014 the Company had no amortizable intangible assets. | |||||||||||||||||
Income taxes | |||||||||||||||||
The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. | |||||||||||||||||
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance requires the Company to recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. | |||||||||||||||||
Foreign Currency Translation | |||||||||||||||||
The functional currency of the Company’s majority owned subsidiary is the Canadian dollar and these financial statements have been translated into U.S. dollars in accordance with standards issued by the FASB. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of shareholders’ equity. | |||||||||||||||||
Recent accounting pronouncements | |||||||||||||||||
In July 2013, FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements. | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income – but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense | ||||||||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. |
2_Going_Concern
2. Going Concern | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
2. Going Concern | ' |
2. Going Concern | |
The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has experienced substantial losses, maintains a negative working capital and capital deficits, which raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company is working to manage its current liabilities while it continues to make changes in operations to improve its cash flow and liquidity position. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon the Company’s ability to generate revenue from the sale of its services and the cooperation of the Company’s note holders to assist with obtaining working capital to meet operating costs in addition to our ability to raise funds. |
3_Common_Stock_Transactions
3. Common Stock Transactions | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
3. Common Stock Transactions | ' |
3. Common Stock Transactions | |
During the six months ended June 30, 2014, the Company issued 10,425,000 shares of common stock for services that were expensed and valued at $2,037,413 based upon the closing price of the common stock at the date of grant and reflecting the 1:1,500 reverse stock split. | |
During the six months ended June 30, 2014, the Company issued 60,655,229 shares of common stock valued at $603,925 for conversion or settlement of debt in the amount of $194,045, resulting in a loss on debt settlement of $409,700. A portion of these shares, $108,271, remains unissued as of June 30, 2014. All shares issued were valued based upon the closing price of the Company’s common stock at the date of the debt settled. For all debts that were converted within the terms of the related promissory notes, no gain or loss was recorded. Any debts converted outside of the terms resulted in a gain or loss based on the fair value of the stock on the date of conversion. | |
During the six months ended June 30, 2014, the Company issued 375,000 as settlement fee for legal settlement with third party. The common stock issued was valued on settlement date at $34,500. The Company recorded a corresponding loss on the settlement. | |
During the six months ended June 30, 2014, the Company and one of its debt holders agree to rescind a conversion of convertible debt executed during fiscal year 2013. Common stock of 6,667 was rescinded and debt in the amount of $12,500 was reinstated as of March 31, 2014. An additional 68 shares were cancelled by a shareholder due to the fact that they were issued in error. | |
During the six months ended June 30, 2014, the Company issued 508 fractional shares in relation to the reverse stock split effective on January 31, 2014. These fractional shares have no value. |
4_Preferred_Stock_Transactions
4. Preferred Stock Transactions | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
4. Preferred Stock Transactions | ' |
4. Preferred Stock Transactions | |
Series C preferred stock: The Preferred C stock has a par value of $0.001 and no stated dividend rate and is non-participatory. The Series C (i) has voting rights for each share of Series C Preferred Stock shall have 31,500 votes on the election of directors of the Company and for all other purposes, and (ii) has no right to convert to common shares of the Company. | |
During the six months ended June 30, 2014, the Company issued 100,000 Series C preferred stock for services rendered. The value assigned to this issuance is $22,000 based on an estimate of the fair market value on the issuance date. The holders of Series C preferred stock represent a controlling voting interest in the Company. As a result, a determination of the control premium was determined to estimate the value of the shares. The control premium is based on publicly traded companies or comparable entities which have been recently acquired in arm’s length transactions. The Company performed the valuation with the assistance of a valuations expert. |
5_Fixed_Assets
5. Fixed Assets | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes | ' | ||||||||
5. Fixed Assets | ' | ||||||||
5. Fixed Assets | |||||||||
The following is a detailed list of fixed assets: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Well equipment | 75,551 | 56,663 | |||||||
Accumulated depreciation | -49,558 | -31,300 | |||||||
Fixed assets – net | $ | 25,993 | 25,363 | ||||||
Depreciation expense was $7,555 and $4,048 for the six months ended June 30, 2014 and 2013, respectively. |
6_Oil_and_Gas
6. Oil and Gas | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes | ' | ||||||||
6. Oil and Gas | ' | ||||||||
6. Oil and Gas | |||||||||
For the | For the | ||||||||
Period Ended | Year Ended | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Purchase of oil and gas properties through assumption of debt, net of accumulated depletion | $ | 276,585 | $ | - | |||||
Total purchase of oil and gas properties | $ | 276,585 | $ | - | |||||
Oil and Gas Properties: | March 31, | December 31, | |||||||
2014 | 2014 | ||||||||
Oil and gas properties – proved reserves | $ | 1,248,784 | $ | 958,157 | |||||
Accumulated depletion | -176,074 | -157,665 | |||||||
Oil and gas properties – net | $ | 1,072,710 | $ | 800,341 | |||||
Depletion expense was $4,217 and $84,009 for the six months ended June 30, 2014 and 2013, respectively. | |||||||||
7_Acquisition_of_Interest_in_O
7. Acquisition of Interest in Oil and Gas Property | 3 Months Ended | |
Jun. 30, 2014 | ||
Notes | ' | |
7. Acquisition of Interest in Oil and Gas Property | ' | |
7. Acquisition of interest in oil and gas property | ||
· | Acquisition of 50% Oil and Gas Working Interests in the J.B. Tubb Leasehold Estate/Amoco Crawar Field, Ward County, Texas | |
On July 31, 2012 the Company, acquired assets of Energy Producers, Inc., a wholly owned subsidiary of EGPI Firecreek, Inc., (“EPI”) as described in the preliminary Assignment and Bill of Sale and summarily as follows: Under the terms of the agreement, which shall be effective July 31, 2012, the Company acquired a 37.5% Working Interest and 28.125% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to 8500 ft. The field is located in the Permian Basin and the Crawar Field in Ward County, Texas (12 miles west of Monahans & 30 miles west of Odessa in West Texas). Included in the transaction, the Company will also acquire 37.5% Working Interest and 28.125% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft. As consideration for the transaction the Company agreed to authorize, issue and sell to EGPI Firecreek, Inc. 14,000,000 shares of common stock, and assumption of $450,000 in related debt. | ||
On January 27, 2014, the Company executed an Omnibus Agreement with EGPI, TWL Investments LLC (“TWL”), and Thomas J. Richards (“TJR”) whereby EGPI delivered an Assignment and Bill of Sale (the “Assignment and Bill of Sale Agreement”) for transfer of i) an additional 12.5% Working Interest and corresponding 9.375% Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to at least 8500 ft. ii) 12.5% Working Interest and 9.375% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft in well bore and 3800 ft. to 4000 ft in well bore, and iii) interest in the Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) granting certain rights in and to interests for additional development in the J.B. Tubb Leasehold Estate. In consideration for the additional working interest, the Company assumed $550,000 debt from EGPI. As the net carrying value of the additional working interest was greater than debt assumed, the Company recorded an increase in additional paid in capital of $282,743 on the acquisition. The Assignment and Bill of Sale was retroactively effective on January 1, 2014. | ||
The acquired leases and the property to which they relate are identified below: | ||
North 40 acres: J.B. TUBB “18-1”, being the W1/2 of the NW1/4 of Section 18, Block B-20, Public School Lands, Ward County, Texas, containing Forty (North 40) acres only (also listed as Exhibit “A” to Exhibit 10.1 in our Current Report on Form 8-K filed on March 7, 2011, incorporated herein by reference. | ||
Well-bore located on South 40 acres: The Highland Production Company (Crawar) #2 well-bore, API No. 42-475-33611, located on the J.B. Tubb Lease in W ½ of the NW ¼ of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas. | ||
The following wells are located on the leases identified, above: | ||
1 | Crawar #1 | |
2 | Tubb #18-1 | |
3 | Highland Production Company (Crawar) #2 well-bore only, with depth of ownership 4700’ to 4900’ft. in well bore, described as: The Highland Production Company (Crawar) #2 well-bore, API No. 42-475-33611, located on the J.B. Tubb Lease in W ½ of the NW ¼ of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas. | |
Listing for the Equipment items related to the wells on the leases on the J.B. Tubb Leasehold Estate (RRC #33611) Amoco/ Crawar field are as follows: | ||
The following is the current & present equipment list that Mondial Ventures, Inc. will acquire 50% ownership rights, on the J.B. Tubb property: 2 (Two) 500 barrels metal tanks, 1(One) 500 barrel cement salt water tank- (open top), 1 (One) heater treater/oil & gas separator, all flow lines, on the north forty acres, well-heads, 2 (two) Christmas tree valve systems on well-heads, 3 (Three) well heads, three wells (well-bores). Model 320D Pumpjack Serial No. E98371M/456604, On (1) Fiberglass lined heater-treater, One (1) Test pot, Tubing string Rods and down hole pump. | ||
Due to the fact that EGPI Firecreek, Inc. and Mondial Ventures, Inc. are considered related parties, the acquired assets were recorded at historical cost in the financial statements with no step up in basis. On July 31, 2012, the total gross cost of oil and gas properties recorded on the date of the acquisition was $1,109,572, as well as an accumulated depletion of $98,230, and the gross cost of $56,663 with an accumulated depreciation of $16,055. The consideration given consisted of 14,000,000 shares of common stock valued at $595,684 and assumed debt of $450,000. On January 1, 2014, the total gross cost of the additional 12.5% working interest of oil and gas properties was $290,778 with an accumulated depletion of $14,193, and the gross cost of additional fixed assets acquired discussed in Note 6, was $18,888 with an accumulated depreciation of $10,703. In consideration for the additional working interest, the Company assumed $550,000 debt from EGPI. As the net carrying value of the additional working interest was greater than debt assumed, the Company recorded an increase in additional paid in capital of $282,743 on the acquisition. |
8_Transfer_of_oil_and_gas_prop
8. Transfer of oil and gas properties interest | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
8. Transfer of oil and gas properties interest | ' |
8. Transfer of oil and gas properties interest | |
Effective on January 1, 2014, the Company delivered an Assignment and Bill of Sale agreement to Shale Corp. for transfer of its entire 50% of working interest and corresponding 37.50% net revenue interest in the North 40 acres of the J.B. Tubb Leasehold Estate, discussed in Note 7. In consideration, the Company received $42,703 cash payment, $400,000 outstanding debt to be assumed by Shale corp., and 47 million of Shale Corp's common stock, subject to terms of an Amalgamation Agreement dated March 25, 2014. Based on the 47 million common stock ownership, the Company became 67.14% owner of Shale Corp, and reported the net value of the oil and gas properties and fixed assets in the consolidated financial statements with non-controlling interest in the Shale Corp. At the time of the transaction, Shale Corp. consisted of only $141,470 in cash and had no operating activities. Non-controlling interest of $263,001 and loss of $165,233 were recorded for this transaction. | |
As of March 31, 2014, Shale Corp closed a “three cornered amalgamation” pursuant to an acquisition and amalgamation agreement (“Amalgamation Agreement”) dated March 25, 2014 among Boomerang Oil Inc. (formerly 0922327 B.C. Ltd.) (“Boomerang”), SCorp, and 2301840 Ontario Inc. (“Newco”), a wholly-owned subsidiary of Boomerang incorporated solely for the purpose of completing the Amalgamation. Pursuant to the Amalgamation Agreement, SCorp amalgamated with Newco to form a combined entity (“Amalco”) and Boomerang issued 70,000,000 common shares in the capital of Boomerang to the holders of common shares in the capital of SCorp on the basis of one share of Boomerang for one share of SCorp held by the SCorp shareholders. Upon closing of the Amalgamation, including consolidated adjustments, the Company owns 66.08% of Boomerang. | |
Subsequent to completion and closing of the Amalgamation on April 8, 2014, the Company’s majority owned subsidiary Boomerang Oil, Inc. (formerly 0922327 B.C. Ltd.) reported and announced that it had completed the three cornered amalgamation (the Amalgamation”) and that it had, pursuant to the acquisition and amalgamation agreement (“Amalgamation Agreement”) dated March 25, 2014 among the Company, Shale Corp. (“Shale”), and 2301840 Ontario Inc. (“Newco”), a wholly owned subsidiary of Boomerang Oil, Inc., incorporated solely for the purpose of completing the Amalgamation. Pursuant to the Amalgamation Agreement, Shale amalgamated with Newco to form a combined entity (“Amalco”) and the Boomerang issued 70,000,000 common shares in the capital of the Company to the holders of common shares in the capital of Shale on the basis of one share of the Company for one share | |
of Shale held by the Shale shareholders. Upon completion of the Amalgamation, Amalco became a wholly owned subsidiary of Boomerang Oil, Inc. In connection with the Amalgamation, 0922327 B.C. Ltd. changed its name to “Boomerang Oil, Inc.” to reflect the new business. Boomerang adopted the business of Shale, which includes the exploration, acquisition and operation of oil and gas assets principally within the United States of America. Shale is currently operating within Texas and has a compliant NI 51-101 Reserve Estimate. The Company as above noted owns 47 million shares as a result of the Amalgamation Agreement resulting in 66.08% consolidated ownership in Boomerang Oil, Inc., and based on its 71,125,792 common shares issued and outstanding as of June 30, 2014 and through the filing date of this report. Effective April 2, 2014 Boomerang Oil, Inc., the Company’s majority owned subsidiary, commenced trading on the Canadian Securities Exchange (“CSE”) under the symbol “BOI”. Further, effective on June 11, 2014 Boomerang Oil, Inc., the Company’s majority owned subsidiary, reported listing its common shares on the Frankfurt Stock Exchange (FWB) under the ticker symbol “0B9”. | |
9_Income_Tax_Provision
9. Income Tax Provision | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes | ' | ||||||||
9. Income Tax Provision | ' | ||||||||
9. Income Tax Provision | |||||||||
Deferred income tax assets and liabilities consist of the following at June 30, 2014 and December 31, 2013: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred Tax asset | $ | 978,938 | $ | 372,442 | |||||
Valuation allowance | -978,938 | -372,442 | |||||||
Net deferred tax assets | - | - | |||||||
The Company estimates that it has an NOL carry forward of approximately $2,796,966 that begins to expire in 2024. | |||||||||
After evaluating any potential tax consequence from our former subsidiary and our own potential tax uncertainties, the Company has determined that there are no material uncertain tax positions that have a greater than 50% likelihood of reversal if the Company were to be audited. The Company believes that it is current with all payroll and other statutory taxes. Our tax return for the years ended December 31, 2010 to December 31, 2013 may be subject to IRS audit. |
10_Related_Party_Transactions
10. Related Party Transactions | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
10. Related Party Transactions | ' |
10. Related Party Transactions | |
Through December 31, 2012 the CEO of Mondial Ventures, Inc provided office space for the Company’s Scottsdale office free of charge. As of January 1, 2013, a lease was signed for the same premises at a monthly rate of $2,000. Accrued rent due on this contract was $13,945 and $8,105 as of June 30, 2014 and December 31, 2013, respectively. | |
The Company has a service agreement with Global Media Network USA, Inc. a company 100% owned by Dennis Alexander, to provide the services of Dennis Alexander to the Company at a monthly rate of $5,000. The monthly rate was increased to $10,000 as of October 1, 2013. Balance due on this contract was $nil and $1,800 as of June 30, 2014 and December 31, 2013, respectively. | |
The Company’s majority owned subsidiary Boomerang Oil, Inc. has a service agreement with Global Media Network USA, Inc. a company 100% owned by Dennis Alexander, to provide the services of Dennis Alexander to the Company at a monthly rate of $10,000 effective in March 2014. Balance due on this contract was $40,000 and $nil as of June 30, 2014 and December 31, 2013, respectively. | |
The Company has a service agreement with Joanne M. Sylvanus, Accountant, a company owned 100% by Joanne M, Sylvanus, to provide her services to the Company at a rate of $3,000 per month. Balance due on this contract was $3,000 and $6,000 as of June 30, 2014 and December 31, 2013, respectively. | |
The Company’s majority owned subsidiary Boomerang Oil, Inc. has a service agreement with Joanne M. Sylvanus, Accountant, a company owned 100% by Joanne M, Sylvanus, to provide her services to the Company at a rate of $4,000 per month. Balance due on this contract was $16,000 and $nil as of June 30, 2014 and December 31, 2013, respectively. | |
As December 31, 2013, the Company’s CEO, Dennis Alexander, paid $53 on behalf of the Company for business related expenses. The balance remained outstanding as of June 30, 2014. | |
On November 20, 2013, the Company received cash proceeds of $15,000 from related party for debt obligation which bears interest at the rate of 6%. A debt discount of $7,424 was recorded due to embedded derivative feature in the convertible promissory note. This note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest three day trading prices over the 10 trading days prior to the conversion date. Financing costs of $10,000 were paid in conjunction with this debt. For the quarter ended March 31, 2014, the Company recorded debt discount amortization of $3,699 and amortization of deferred financing cost of $2,500. No payments were made during the quarter ended June 30, 2014, and there was $326 in accrued interest on the note. | |
During the period ended June 30, 2014, the Company received $18,497 in loans from shareholders. These loans are payable on demand and carry a zero percent interest rate. Interest expense was imputed on these loans for the period. | |
As discussed in Note 7, EGPI Firecreek, Inc. sold a 37.5% working interest to the Company in the J.B. Tubb Leasehold Estate/Amoco Crawar Field on July 31, 2012, and sold an additional 12.5% working interest in the same properties on January 1, 2014. The assets were recorded by the Company at historical cost and there was no step up in basis. |
11_Notes_Payable
11. Notes Payable | 3 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Notes | ' | |||||||||||||
11. Notes Payable | ' | |||||||||||||
11. Notes Payable | ||||||||||||||
At June 30, 2014 the Company was liable on the following Promissory notes | ||||||||||||||
(See notes below to the accompanying table) | ||||||||||||||
Date of | Date Obligation | Interest | Balance Due | |||||||||||
Obligation | Notes | Matures | Rate (%) | 6/30/2014 ($) | ||||||||||
2/8/11 | 1 | 5/9/11 | 24 | 20,000 | ||||||||||
3/17/14 | 4 | 3/17/15 | 10 | 10,000 | ||||||||||
8/4/11 | 2 | 8/4/12 | 24 | 75,250 | ||||||||||
8/1/12 | 3 | On demand | 18* | 95,734 | ||||||||||
1/2/14 | 6 | 1/2/15 | 9.875 | 12,500 | ||||||||||
8/1/12 | 5 | 8/31/13 | 24 | 100,000 | ||||||||||
3/17/14 | 8 | 3/17/15 | 10 | 7,500 | ||||||||||
1/11/2013 | 7 | 1/11/2014 | 12 | 17,870 | ||||||||||
1/2/14 | 9 | 1/2/15 | 10 | 11,100 | ||||||||||
2/11/14 | 14 | 11/13/14 | 8 | 22,500 | ||||||||||
3/27/13 | 10 | On demand | n/a | 11,300 | ||||||||||
4/1/13 | 5 | 3/31/14 | 24 | 22,000 | ||||||||||
5/20/13 | 11 | 3/20/14 | 22 | 29,191 | ||||||||||
4/18/13 | 12 | 12/18/13 | 6 | 25,000 | ||||||||||
5/22/13 | 13 | 5/22/14 | 12 | 21,135 | ||||||||||
3/21/14 | 18 | On demand | n/a | 52,793 | ||||||||||
6/19/13 | 15 | 10/19/13 | 18* | 20,123 | ||||||||||
5/30/13 | 16 | 2/28/14 | 22 | 34,350 | ||||||||||
Various | 17 | On demand | 18* | 12,782 | ||||||||||
1/2/14 | 24 | On demand | 18* | 107,885 | ||||||||||
8/1/13 | 19 | 5/5/14 | 8 | 1,245 | ||||||||||
8/14/13 | 20 | 5/14/14 | 8 | 22,000 | ||||||||||
8/21/13 | 13 | 8/21/14 | 12 | 29,500 | ||||||||||
8/23/13 | 21 | 2/23/14 | 12 | 25,000 | ||||||||||
8/26/13 | 11 | 3/16/14 | 22 | 28,142 | ||||||||||
8/30/13 | 11 | 8/30/14 | 12 | 25,000 | ||||||||||
9/30/13 | 22 | 7/2/14 | 8 | 32,500 | ||||||||||
11/20/13 | 23 | 11/20/14 | 6 | 16,232 | ||||||||||
1/1/14 | 26 | On demand | 18* | 351,364 | ||||||||||
4/26/13 | 25 | 4/1/14 | n/a | 199,370 | ||||||||||
8/14/13 | 27 | 5/14/14 | 8 | 12,500 | ||||||||||
4/19/14 | 28 | 1/14/15 | 8 | 8,000 | ||||||||||
5/12/14 | 29 | 12/12/14 | 12 | 26,300 | ||||||||||
5/12/14 | 30 | 12/12/14 | 12 | 60,000 | ||||||||||
6/1/14 | 31 | 6/1/15 | 6 | 75,000 | ||||||||||
6/13/14 | 32 | 12/13/14 | 10 | 44,000 | ||||||||||
6/13/14 | 33 | 12/13/14 | 10 | 168,398 | ||||||||||
6/19/14 | 34 | On demand | n/a | 9,229 | ||||||||||
6/19/14 | 35 | 4 | On demand | n/a | 9,268 | |||||||||
Total | 1,852,061 | |||||||||||||
Unamortized discount | (302,653) | |||||||||||||
Net | 1,549,408 | |||||||||||||
*compounded monthly | ||||||||||||||
Note 1: The Company entered into two note agreements with an unrelated third party for the amount of $20,000 and $25,000 during fiscal year 2011. During the year ended December 31, 2013, the Company entered into an agreement with the note holder to settle one of the note agreements in the amount of $25,000 with Company’s common shares. As of December 31, 2013 the promissory note of $20,000, bearing interest at 24% annually remained outstanding. The note is in default as of June 30, 2014. | ||||||||||||||
Note 2: Promissory note in the amount of $175,000 was outstanding as of December 31, 2013, bearing interest 24% annually. The total amount of $75,250 is outstanding as of June 30, 2014. The note is in default as of June 30, 2014. | ||||||||||||||
Note 3: The Company entered into a promissory note agreement in the amount of $450,000 in 2012. The note is due on demand as of June 30, 2014 and the total balance is $95,733, which includes several debt repayments, debt assignments to third parties, and additional increases to the note. During the six months period ended June 30, 2014, $54,000 was loaned under the terms of this note. | ||||||||||||||
Note 4: On March 17, 2014, the Company received cash proceeds of $10,000 for this debt obligation which bears interest at the rate of 10% and included financing cost of $1,500. This note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest 3 trading prices over the 30 days prior to the conversion date. A debt discount was recorded for $10,000 based on the fact that there was an embedded derivative features in the note. The debt discount and financing cost are amortized over the life of the note. The balance of this note as of June 30, 2014 was $10,000. | ||||||||||||||
Note 5: During fiscal year 2012 Company entered into a non interest bearing note in the amount of $100,000 with 10% interest expenses embedded in the note amount, and default interest rate of $24%. No payment was made to this note during the quarter ended March 31, 2014. Interest debt discount was fully amortized as of December 31, 2013. On April 1, 2013, the Company entered into a second note agreement with the same party in the amount of $22,000 with the same terms. No payments were made during the six months ended June 30, 2014. Interest discount is being amortized over the life of the note. Both notes were at default as of June 30, 2014. | ||||||||||||||
Note 6: On January 2, 2014, the Company received cash proceeds of $12,500 for this debt obligation which bears interest at the rate of 10% and included financing cost of $2,500. This note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest 3 trading prices over the 30 days prior to the conversion date. A debt discount was recorded for $12,500 based on the fact that there was an embedded derivative features in the note. The debt discount and financing cost are amortized over the life of the note. The balance remaining on this note as of June 30, 2014 is $12,500. | ||||||||||||||
Note 7: The Company had a debt obligation which bears interest at the rate of 12%. This note is convertible into a number of shares by dividing the principal and interest owed by 30% of the average lowest trading prices over the 15 days prior to the conversion date. During the six months ended June 30, 2014, no payment was made to the notes. The balance was $17,870 as of June 30, 2014. The note was at default as of June 30, 2014. | ||||||||||||||
Note 8: On March 17, 2014, one of the note holders assigned debt in the amount of $7,500 to unrelated third party, and Company issued a convertible promissory note to this unrelated party for the debt assigned with 10% annual interest. This note is convertible into a number of shares at a discount of 65% of the lowest intra-day trading price during the five trading days immediately prior to conversion date. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of March 17, 2014. A debt discount of $7,500 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $11,173 was recorded on issuance date of the note. The debt discount was amortized over the life of the debt. The balance of the note as of June 30, 2014 is $7,500. | ||||||||||||||
Note 9: On January 2, 2014, one of the note holders assigned debt in the amount of $20,000 to unrelated third party, and Company issued a convertible promissory note to this unrelated party for the debt assigned with 10% annual interest. This note is convertible into a number of shares at a discount of 65% of the lowest intra-day trading price during the five trading days immediately prior to conversion date. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of January 2, 2014. A debt discount of $20,000 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $24,989 was recorded on issuance date of the note. The debt discount was amortized over the life of the debt. As of June 30, 2014, the balance of the note is $11,100. | ||||||||||||||
Note 10: As of June 30, 2014 the Company had a debt obligation of $11,300. The note bears no interest; therefore, Company imputed interest at 12% as additional paid in capital. | ||||||||||||||
Note 11: On May 20, 2013, one of the note holders assigned debt in the amount of $30,000 to unrelated third party, and Company issued a convertible promissory note to this unrelated party for the debt assigned with 12% annual interest and default rate of 22%. The note is convertible into a number of shares at a discount of 50% off the lowest intra-day trading prices during the 10 days prior to the conversion date. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of May 20, 2013. Debt discount of $30,000 for each convertible note was recorded due to embedded derivative feature, and a loss on derivative valuation of $4,541 for each convertible note was also recorded as of December 31, 2013. As of June 30, 2014, the balance is $29,191. This note was at default as of June 30, 2014. On August 26, 2013, one of the note holders assigned debt in the amount of $42,000 to this same unrelated third party, and Company issued a convertible promissory note for the debt assigned with 12% annual interests and default rate of 22%. This convertible note has the same conversion terms as those previously issued to this unrelated third party. A debt discount of $42,000 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $11,035 was recorded as of December 31, 2013. As of June 30, 2014, the balance is $28,412. This note was in default as of June 30, 2014. On August 30, 2013, the Company received cash proceeds in the amount of $25,000 related to a convertible debt obligation with the same unrelated third party. This convertible note has the same conversion terms as those previously issued to this unrelated third party. A debt discount of $25,000 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $5,026 was recorded as of December 31, 2013. As of June 30, 2014, the balance of this note is $25,000. | ||||||||||||||
Note 12: As of June 30, 2014 the Company has a debt obligation of $25,000 which bears interest at the rate of 6%. This note is convertible into a number of shares arrived at by dividing the principal and interest owed by 50% of the average lowest 3 trading prices over the 20 days prior to the conversion date. A debt discount was recorded for $25,000 based on the fact that there was a beneficial conversion feature in the promissory note and fully amortized during the year ended December 31, 2013. This note is in default as of June 30, 2014. | ||||||||||||||
Note 13: On May 22, 2013, the Company received cash advances of $25,000 against a reserved note of $275,000. Outstanding principal amount included cash proceed of $25,000, 10% of original interest discount of $2,500, and financing cost of $2,000. The note bears annual interest of 12%. This note is convertible into a number of shares equal to the dollar conversion amount divided by the lesser of $0.10 or 60% of the lowest trading price in the 25 trading days prior to conversion. A debt discount of $26,137 was recorded due to embedded derivative feature in the convertible promissory note. The balance on this note as of June 30, 2014 is $21,135. In addition, on August 21, 2013, the Company received another convertible note in the amount of $25,000 against the reserved note of $275,000 from the same unrelated third party. Outstanding principal of this note included cash proceed of $25,000, 10% of original interest discount of $2,500, and financing cost of $2,000. This note has the same conversion and interest term as that previously issued to the same party. A debt discount of $29,500 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $9,369 was recorded as of December 31, 2013. As of June 30, 2014, the balance of this note is $29,500. | ||||||||||||||
Note 14: On February 11, 2014, the Company received cash proceeds of $22,500 for this debt obligation which bears interest at the rate of 8% and includes financing cost of $2,500. This note is convertible into a number of shares arrived at by dividing the principal and interest owed by 45% of the average lowest 3 days trading prices over the 10 days prior to the conversion date. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of February 11, 2014. A debt discount of $22,500 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $19,666 was recorded as of March 31, 2014. The balance of this note is $22,500 as of June 30, 2014. | ||||||||||||||
Note 15: As of December 31, 2013 the Company had a note outstanding of $12,000 for this debt obligation which bears interest at the rate of 18% compounded monthly. No payments were made during the period and there is accrued interest of $3,903 on the note. Accrued interest was reclassified to principal owed as of December 31, 2013, yielding balance of $15,903. During the six months ended June 30, 2014, no payment was made, interest expenses of $4,220 for the six months ended June 30,2 014 was reclassified to the principal owed, yielding balance of $20,123 as of June 30, 2014. This note is in default as of June 30, 2014. | ||||||||||||||
Note 16: On May 30, 2013, the Company received cash proceeds of $50,000 for this debt obligation which bears interest at the rate of 12% and default rate of 22%. This note is convertible into a number of shares arrived at by dividing the principal and interest owed by 50% of the average lowest trading prices over the 5 days prior to the conversion date. A debt discount of $50,000 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $5,652 was recorded as of December 31, 2013. In relation to the cash advances, financing costs of $2,500 were paid in conjunction with this debt. These fees are amortized over the term of the loan. As of June 30, 2014, the balance of this note is $34,350. | ||||||||||||||
Note 17: During the year ended December 31, 2013 we received cash proceeds from an unrelated third party for the aggregate amount of $11,500 , which is payable in principal and interest with rates of 18% compounded monthly. During the period ended June 30, 2014, this unrelated third party advanced additional $10,000 cash to the Company for its daily operation, and the Company repaid this party $1,000 cash during the period. Accrued interest was reclassified to principal owed. The balance as of June 30, 2014 is $12,782. | ||||||||||||||
Note 18: On March 21, 2014, the Company entered into a settlement agreement with unrelated third party. Pursuant to the settlement agreement the third party was to pay past due accounts payable up to $206,000 on behalf of the Company in exchange for the issuance of Company stock at 60% of the lowest trading price during 15 trading days prior to conversion. During the period ended June 30, 2014, the third party assumed $63,234 of Company’s past due liabilities. As of June 30, 2014, a balance of $52,793 remains outstanding. | ||||||||||||||
Note 19: On August 1, 2013, the Company received cash proceeds of $27,500 for this debt obligation which bears interest at the rate of 8% and includes financing cost of $2,500. This note is convertible into a number of shares by dividing the principal and interest owed by 45% of the average lowest three day trading prices over the 20 days prior to the conversion date. As of June 30, 2014, the balance of this note is $1,245. | ||||||||||||||
Note 20: On August 14, 2013, the Company received cash proceeds of $22,000 for this convertible debt obligation which bears interest at the rate of 8%, and includes financing cost of $2,500. This note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest three day trading prices over the 10 days prior to the conversion date. A debt discount of $22,000 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $1,407 was recorded as of December 31, 2013. As of June 30, 2014, the balance of this note is $22,000. | ||||||||||||||
Note 21: On August 23, 2013, the Company received cash proceeds of $25,000 for this convertible debt obligation that has a cash redemption premium of 125%. This note is convertible into a number of shares by dividing the principal by 50% of the average of the three lowest trades over the 10 days prior to the conversion date. This convertible note bears no interest; therefore, the Company imputed interest at 12% and recorded as additional paid in capital. A debt discount of $25,000 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $7,178 was recorded as of December 31, 2013. As of June 30, 2014, the note balance is $25,000. The note was at default as of June 30, 2014. | ||||||||||||||
Note 22: On September 30, 2013, the Company received cash proceeds of $32,500 for this debt obligation which bears interest at the rate of 8% and includes financing cost of $2,500. This note is convertible into a number of shares by dividing the principal and interest owed by 45% of the average lowest three day trading prices over the 20 days prior to the conversion date. A debt discount of $32,500 was recorded due to embedded derivative feature in the convertible promissory note, and a loss on derivative valuation of $9,967 was recorded as of December 31, 2013. As of June 30, 2014, the balance of this note is $32,500. | ||||||||||||||
Note 23: On November 20, 2013, the Company received cash proceeds of $15,000 from related party for debt obligation which bears interest at the rate of 6% and includes financing cost of $10,000. This note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest three day trading prices during the 10 trading days prior to the conversion date. A debt discount of $7,424 was recorded due to embedded derivative feature in the convertible promissory note as of December 31, 2013. | ||||||||||||||
Note 24: On January 1, 2014, the Company acquired additional 12.5% of the total 100% of working interest in the Tubb lease oil and gas properties from its related party EGPI Firecreek. As consideration of the acquisition, the Company assumed $173,727 debt from EGPI Firecreek. The debt assumed bears 18% compounded annual interest. During the six months ended June 30, 2014, the Company approved a partial assignment of this debt in the amount of $75,000 to certain institutional or accredited investors, and interest expense for the six months ended June 30, 2014 in the amount of $9,158 was reclassified to the principal owed, yielding balance of $107,885 as of June 30, 2014. | ||||||||||||||
Note 25: On April 26, 2013, the Company entered into an agreement to extend option with related party EGPI Firecreek and its oil and gas properties operator. In the agreement, the Company acknowledged that related party, EGPI Firecreek, Inc. had outstanding balance in the amount of $200,000 owed to Company’s oil and gas properties operator, and agreed to assume the debt repaying obligation along with EGPI Firecreek. In the six months ended June 30, 2014, payment of $630 was made. As the note agreement has no stated interest, the Company imputed interest at 12%, and recorded imputed interest as additional paid in capital. | ||||||||||||||
Note 26: On January 1, 2014, the Company acquired additional 12.5% of the total 100% of working interest in the Tubb lease oil and gas properties from its related party EGPI Firecreek. As consideration of the acquisition, the Company assumed $376,273 debt from EGPI Firecreek. The debt assumed bears 18% compounded annual interest. During the quarter ended March 31, 2014, $10,000 of the debt was paid by unrelated party on behalf of the Company. During the six months ended June 30, 2014, the Company approved a partial assignment of this debt in the amount of $60,000 to certain institutional or accredited investors, and interest expense for the six months ended June 30, 2014 in the amount of $16,482 was reclassified to the principal owed, yielding balance of $351,364 as of June 30, 2014. | ||||||||||||||
Note 27: During the quarter ended March 31, 2014, the Company and one of its debt holders agreed to rescind a conversion of convertible debt executed during fiscal year 2013. Common stock of 6,667 was rescinded and debt in the amount of $12,500 was reinstated as of March 31, 2014. During the quarter ended June 30, 2014, no payment was made to this note, and there was accrued interest of $500 due on this note as of June 30, 2014. | ||||||||||||||
Note 28: On April 9, 2014, the Company received cash proceeds of $8,000 for debt obligation which bears interest at the rate of 8%. This note is convertible into a number of shares by dividing the principal and interest owed by 45% of the average lowest three day trading prices during the 30 trading days prior to the conversion date. A debt discount of $8,000 and a loss on derivative valuation of $10,186 was recorded due to embedded derivative feature in the convertible promissory note as of June 30, 2014. During the six months ended June 30, 2014, no payment was made to this note. | ||||||||||||||
Note 29: On May 12, 2014, the Company received cash proceeds of $30,000 for this debt obligation which bears interest at the rate of 12% and the face value includes $10,000 of interest. This note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest trading prices over the 5 days prior to the conversion date. A debt discount of $30,000 and a loss on derivative valuation of $29,205 was recorded due to embedded derivative feature in the convertible promissory note as of June 30, 2014. The balance is $26,300 as of June 30, 2014. | ||||||||||||||
Note 30: In June 2014, the Company approved a partial assignment of Company debt via an assignment and assumption agreement in the face amount of $60,000 to certain institutional or accredited investors. This note bears interest at the rate of 12% and is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest trading prices over the 10 days prior to the conversion date. A debt discount of $60,000 and a loss on derivative valuation of $81,254 was recorded due to embedded derivative feature in the convertible promissory note as of June 30, 2014. During the six months ended June 30, 2014 no payment was made on this note. | ||||||||||||||
Note 31: In June 2014, the Company issued a convertible note in the amount of $75,000 under a consulting agreement with an unrelated third party. The note bears interest at the rate of 6% and the note is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest three day trading prices over the 10 days prior to the conversion date. A debt discount of $75,000 and a loss on derivative valuation of $102,262 was recorded due to embedded derivative feature in the convertible promissory note as of June 30, 2014. During the six months ended June 30, 2014 no payment was made on this note. | ||||||||||||||
Note 32: June 13, 2014 the Company received cash proceeds of $22,000 as the first installment on a debt obligation of $44,000 with an original issue discount of 10%. Second installment of $22,000 was received in the next fiscal quarter in the month of July 2014. This note bears interest at the rate of 10% and is convertible into a number of shares by dividing the principal and interest owed by 50% of the average lowest trading prices over the 20 days prior to the conversion date. A debt discount of $44,000 and a loss on derivative valuation of $40,894 was recorded due to embedded derivative feature in the convertible promissory note as of June 30, 2014. No payments have been made on this note. | ||||||||||||||
Note 33: On June 13, 2014, the Company approved a partial assignment of Company debt via a securities settlement agreement in the amount of $153,089 to certain institutional or accredited investors. The debt bears guaranteed interest at a rate of 10% that was added to the recorded note value and is convertible at a 50% discount of the lowest trading price over the 20 days prior to the conversion date. A debt discount of $113,208 was recorded due to embedded derivative feature in the convertible promissory note as of June 30, 2014. No payments have been made on this note. | ||||||||||||||
Note 34: During the period ended June 30, 2014, the Company received $18,497 in loans from related parties. These loans did not have a stated rate of interest. The Company imputed interest and recorded as additional paid in capital. | ||||||||||||||
12_Derivative_Liabilities
12. Derivative Liabilities | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes | ' | ||||||||
12. Derivative Liabilities | ' | ||||||||
12. Derivative Liabilities | |||||||||
The Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of a conventional debt instrument because it contained a diluted issuance provision, the convertible notes were accounted for in accordance with ASC 815. According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional expense at issuance date. | |||||||||
Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair value of derivatives” in the consolidated statement of operations. As of June 30, 2014, the fair value of the embedded derivatives included on the accompanying consolidated balance sheet was $1,625,830. During the six months period ended June 30, 2014, the Company recognized a loss on change in fair value of derivative liability totaling $1,104,159. Key assumptions used in the valuation of derivative liabilities associated with the convertible notes at June 30, 2014 were as follows: | |||||||||
· | The stock price would fluctuate with an annual volatility ranging from 324% to 487% based on the historical volatility for the company. | ||||||||
· | An event of default would occur 5% of the time, increasing 1.00% per quarter to a maximum of 10%. | ||||||||
· | Alternative financing for the convertible notes would be initially available to redeem the note 0% of the time and increase quarterly by 1% to a maximum of 20%. | ||||||||
· | The monthly trading volume would average $51,785 to $487,379 and would increase at 1% per month. | ||||||||
· | The variable conversion prices ranging from 25% to 60% of bid or close prices over 10 to 25 trading days have effective discount rates of 59.87% to 82.38% | ||||||||
· | The holder would automatically convert at variable conversion prices ranging from 25% to 60% of bid or close prices over 10 to 25 trading days if the registration was effective and the company was not in default. | ||||||||
· | Conversion price reset events are assumed every 3 months. | ||||||||
The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a lattice model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The embedded derivatives that were analyzed and incorporated into the model included the conversion feature with the full ratchet reset, and the redemption options. | |||||||||
The components of the derivative liability on the Company’s balance sheet at June 30, 2014 and December 31, 2013 are as follows: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Embedded conversion features - convertible promissory notes | $ | 1,625,830 | $ | 220,131 | |||||
$ | 1,625,830 | $ | 220,131 | ||||||
The Company had the following changes in the derivative liability: | |||||||||
Balance at December 31, 2013 | 220,131 | ||||||||
Issuance of securities with embedded derivatives | $ | 822,415 | |||||||
Debt conversion | -189,313 | ||||||||
Prior period conversion rescinded | 3,911 | ||||||||
Derivative (gain) or loss due to mark to market adjustment | 768,686 | ||||||||
Balance at June 30, 2014 | $ | 1,625,830 | |||||||
13_Asset_Retirement_Obligation
13. Asset Retirement Obligation | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes | ' | ||||||||
13. Asset Retirement Obligation | ' | ||||||||
13. Asset Retirement Obligation (ARO) | |||||||||
The ARO is recorded at fair value and accretion expense is recognized as the discounted liability is accreted to its expected settlement value. The fair value of the ARO liability is measured by using expected future cash outflows discounted at the Company’s credit adjusted risk free interest rate. | |||||||||
Amounts incurred to settle plugging and abandonment obligations that are either less than or greater than amounts accrued are recorded as a gain or loss in current operations. Revisions to previous estimates, such as the estimated cost to plug a well or the estimated future economic life of a well, may require adjustments to the ARO and are capitalized as part of the costs of proved oil and natural gas property. | |||||||||
The following table is a reconciliation of the ARO liability for continuing operations for the three months ended June 30, 2014 and December 31, 2013. | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Asset retirement obligation at the beginning of period | $ | 7,894 | $ | 5,114 | |||||
Acquisition of oil and gas leases | 2,025 | - | |||||||
Adjustment to ARO | -2,025 | - | |||||||
Dispositions | - | - | |||||||
Accretion expense | 190 | 667 | |||||||
Asset retirement obligation at the end of period | $ | 8,084 | $ | 5,781 | |||||
14_Concentrations_and_Risk
14. Concentrations and Risk | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
14. Concentrations and Risk | ' |
14. Concentrations and Risk | |
Customers | |
During the six months ended June 30, 2014, revenue generated under the top two customers accounted for 100% of the Company’s total revenue. Concentration with a single or a few customers may expose the Company to the risk of substantial losses if a single dominant customer stops conducting business with the Company. Moreover, the Company may be subject to the risks faced by these major customers to the extent that such risks impede such customers’ ability to stay in business and make timely payments. |
15_Legal_Proceeding
15. Legal Proceeding | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
15. Legal Proceeding | ' |
15. Legal Proceeding | |
On March 21, 2014, the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC, vs. Mondial Ventures, Inc., Case No. 2014 CA 011677 NC (the “Action”). IBC commenced the Action against us to recover an aggregate of $206,000 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain transfer agent fees, oil and gas development costs, oil and gas reserve and engineering report costs, and legal fees and services, and consulting fees. The Order provides for the full and final settlement of the Claim and the Action. | |
During the six months ended June 30, 2014, IBC Funds, LLC purchased claim purchase agreement in the amount of $63,234. During the six months ended June 30, 2014, the Company has issued 6,482,000 shares valued at $10,441 to settle $10,441 of debt due to IBC Funds, LLC. In addition, the Company issued 375,000 shares valued on settlement date at $34,500 as settlement fee pursuant to the settlement agreement. |
16_Contingencies
16. Contingencies | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
16. Contingencies | ' |
16. Contingencies | |
The Company has certain notes that may become convertible in the future and potentially result in dilution to our common shareholders. | |
The Company, through its majority owned Canadian subsidiary, Boomerang Oil, Inc. entered into a Listing Service Agreement with Public Eye Consulting, on April 28, 2014. The terms were for payment of $90,000 Canadian dollars, 400,000 common shares and 125,000 stock options. Public Eye has failed to perform as contracted and Boomerang is rescinding the contract. Partial payment has already been made, but Boomerang may be liable for some portion of the remaining balance after negotiations are completed. Provisions for this contingent liability have been recorded on the books. | |
17_Amalgamation_and_Acquisitio
17. Amalgamation and Acquisition | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
17. Amalgamation and Acquisition | ' |
17. Amalgamation and Acquisition | |
On 3/25/2014, Boomerang Oil, Inc. (formerly 0922327 B.C. Ltd.) entered into acquisition agreement with Shale Corp to acquire all issued and outstanding Shale Corp shares. Pursuant to the acquisition agreement, Boomerang was to issue 70,000,000 of its common stock to acquire all of Shale Corp's issued and outstanding shares on a 1 to 1 basis. Subsequent to the share exchange, Shale Corp became Boomerang's wholly owned subsidiary. Immediately after the share exchange, Shale Corp amalgamated with Boomerang's wholly owned subsidiary 2301840 Ontario, Inc. to form a new subsidiary subsequently named as 1913564 Ontario, Inc. As a result of the share exchange, the Company, which owned 47 million of Shale Corp immediately prior to the share exchanges, became 66.17% owner of the consolidated entity of Boomerang Oil, Inc. and 1913564 Ontario, Inc. Through its majority ownership, the Company reported carrying value of net assets/liabilities of Boomerang Oil, Inc. and 1913564 Ontario, Inc. with non-controlling interest. The Company recorded $208,712 equity balance as effect of the amalgamation and acquisition as of March 31, 2014. |
18_Noncontrolling_Interest
18. Non-controlling Interest | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
18. Non-controlling Interest | ' |
18. Non-controlling interest | |
Non-controlling interest represents the 33.83% interest in the subsidiaries. This non-controlling interest balance is composed of the transfer of oil and gas properties interest, amalgamation and acquisition among majority owned subsidiaries, net loss, and unrealized foreign currency translation loss attributable to the non-controlling interest for the six months ended June 30, 2014. |
19_Subsequent_Events
19. Subsequent Events | 3 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
19. Subsequent Events | ' |
19. Subsequent Events | |
In July 2014, received $22,000 final payment amount on a convertible debenture issued to certain institutional or accredited investors in behalf of its direct investment to the Company. Noting historically, in June 2014 the Company issued a 10% convertible debenture, with right to re-purchase under certain terms up to 180 days from the effective date Terms for the purchase price then included payment of two installments in the amount of $22,000 on the total face amount of $44,000. The convertible promissory note matures on December 13, 2014. The Company has the right to pre pay any time before December 13, 2014 with 7 days notice at 130% of face value and including interest thereon the principal amount. | |
Subsequent to quarter ended June 30, 2014 to December 2, 2014, the Company issued 1,371,042,013 common shares to reduce debt on convertible promissory notes in the amount of approximately $82,768. | |
Subsequent to quarter ended June 30, 2014 to December 2, 2014, the Company issued 533,200,000 common shares to reduce account payable balances in the amount of approximately $34,182. | |
In July 2014 the Registrant entered into an amended a Modification and Extension to “Amended Participation Agreement” dated January 21, 2014. The Modification and Extension again updates and extends Exhibit “B” of an Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as the Company, along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, LLC, investing participants, to amend, modify and extend Section II. Paragraph one thereto, giving extra time to the Participation Agreement originally allowing for six (6) months (through June 30, 2014 unless mutually extended by all parties thereto) now extended to August 30, 2014 (unless mutually extended by all parties thereto) for participants to deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well. | |
In July 31, 2014 the Company entered into a Fourth Amendment to a Modification, Amendment, and Further Extension of the Agreement to Extend Option dated effective on December 31, 2013 between EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and the Company, which is amended to be by and through 2301840 Ontario Inc., a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), now a Majority owned subsidiary of the Company. The parties thereto, as amended, having earlier entered into an Agreement to Extend Option with Success Oil Co., Inc., (“Success”) along with all the parties to wit, agreed summarily to i) further extend the Option Agreement through August 30, 2014 unless further modified or extended by the parties in writing, and ii) in summary, to allow certain past due capital expenditure costs in the total aggregate amount of $200,000 historically held by Success to begin to be paid out of available cash flow on a monthly basis from the Joint Interest Billings, and from only the current producing economic wells and interests, pro rata, not to include future wells, and to begin after April 6, 2014 for the January 2014 forward billings, until paid, unless otherwise negotiated to the satisfaction of Success. | |
In August 2014 the Registrant entered into an amended a Modification and Extension to “Amended Participation Agreement” dated January 21, 2014. The Modification and Extension again updates and extends Exhibit “B” of an Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as the Company, along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, LLC, investing participants, to amend, modify and extend Section II. Paragraph one thereto, giving extra time to the Participation Agreement originally allowing for six (6) months (through June 30, 2014 unless mutually extended by all parties thereto) now extended to September 30, 2014 (unless mutually extended by all parties thereto) for participants to deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well. | |
In August, 2014 the Company entered into a Fifth Amendment to a Modification, Amendment, and Further Extension of the Agreement to Extend Option dated effective on December 31, 2013 between EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and the Company, which is amended to be by and through 2301840 Ontario Inc., a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), now a Majority owned subsidiary of the Company. The parties thereto, as amended, having earlier entered into an Agreement to Extend Option with Success Oil Co., Inc., (“Success”) along with all the parties to wit, agreed summarily to i) further extend the Option Agreement through September 30, 2014 unless further modified or extended by the parties in writing, and ii) in summary, to allow certain past due capital expenditure costs in the total aggregate amount of $200,000 historically held by Success to begin to be paid out of available cash flow on a monthly basis from the Joint Interest Billings, and from only the current producing economic wells and interests, pro rata, not to include future wells, and to begin after April 6, 2014 for the January 2014 forward billings, until paid, unless otherwise negotiated to the satisfaction of Success. | |
In September 2014 the Registrant entered into an amended a Modification and Extension to “Amended Participation Agreement” dated January 21, 2014. The Modification and Extension again updates and extends Exhibit “B” of an Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as the Company, along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, LLC, investing participants, to amend, modify and extend Section II. Paragraph one thereto, giving extra time to the Participation Agreement originally allowing for six (6) months (through June 30, 2014 unless mutually extended by all parties thereto) now extended to October 31, 2014 (unless mutually extended by all parties thereto) for participants to deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well. | |
In September, 2014 the Company entered into a Sixth Amendment to a Modification, Amendment, and Further Extension of the Agreement to Extend Option dated effective on December 31, 2013 between EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and the Company, which is amended to be by and through 2301840 Ontario Inc., a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), now a Majority owned subsidiary of the Company. The parties thereto, as amended, having earlier entered into an Agreement to Extend Option with Success Oil Co., Inc., (“Success”) along with all the parties to wit, agreed summarily to i) further extend the Option Agreement through October 31, 2014 unless further modified or extended by the parties in writing, and ii) in summary, to allow certain past due capital expenditure costs in the total aggregate amount of $200,000 historically held by Success to begin to be paid out of available cash flow on a monthly basis from the Joint Interest Billings, and from only the current producing economic wells and interests, pro rata, not to include future wells, and to begin after April 6, 2014 for the January 2014 forward billings, until paid, unless otherwise negotiated to the satisfaction of Success. | |
In October, 2014 the Registrant entered into an amended a Modification and Extension to “Amended Participation Agreement” dated January 21, 2014. The Modification and Extension again updates and extends Exhibit “B” of an Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as the Company, along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, LLC, investing participants, to amend, modify and extend Section II. Paragraph one thereto, giving extra time to the Participation Agreement originally allowing for six (6) months (through June 30, 2014 unless mutually extended by all parties thereto) now extended to November 30, 2014 (unless mutually extended by all parties thereto) for participants to deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well. | |
In October, 2014 the Company entered into a Seventh Amendment to a Modification, Amendment, and Further Extension of the Agreement to Extend Option dated effective on December 31, 2013 between EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and the Company, which is amended to be by and through 2301840 Ontario Inc., a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), now a Majority owned subsidiary of the Company. The parties thereto, as amended, having earlier entered into an Agreement to Extend Option with Success Oil Co., Inc., (“Success”) along with all the parties to wit, agreed summarily to i) further extend the Option Agreement through November 30, 2014 unless further modified or extended by the parties in writing, and ii) in summary, to allow certain past due capital expenditure costs in the total aggregate amount of $200,000 historically held by Success to begin to be paid out of available cash flow on a monthly basis from the Joint Interest Billings, and from only the current producing economic wells and interests, pro rata, not to include future wells, and to begin after April 6, 2014 for the January 2014 forward billings, until paid, unless otherwise negotiated to the satisfaction of Success. | |
In November, 2014 the Registrant entered into an amended a Modification and Extension to “Amended Participation Agreement” dated January 21, 2014. The Modification and Extension again updates and extends Exhibit “B” of an Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as the Company, along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, LLC, investing participants, to amend, modify and extend Section II. Paragraph one thereto, giving extra time to the Participation Agreement originally allowing for six (6) months (through June 30, 2014 unless mutually extended by all parties thereto) now extended to December 31, 2014 (unless mutually extended by all parties thereto) for participants to deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well. | |
In November, 2014 the Company entered into an Eighth Amendment to a Modification, Amendment, and Further Extension of the Agreement to Extend Option dated effective on December 31, 2013 between EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and the Company, which is amended to be by and through 2301840 Ontario Inc., a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), now a Majority owned subsidiary of the Company. The parties thereto, as amended, having earlier entered into an Agreement to Extend Option with Success Oil Co., Inc., (“Success”) along with all the parties to wit, agreed summarily to i) further extend the Option Agreement through December 31, 2014 unless further modified or extended by the parties in writing, and ii) in summary, to allow certain past due capital expenditure costs in the total aggregate amount of $200,000 historically held by Success to begin to be paid out of available cash flow on a monthly basis from the Joint Interest Billings, and from only the current producing economic wells and interests, pro rata, not to include future wells, and to begin after April 6, 2014 for the January 2014 forward billings, until paid, unless otherwise negotiated to the satisfaction of Success. | |
In August 2014 the Company is awaiting confirmation for receipt by third party debt holders of a third installment due on a partial assignment of Company debt via securities settlement agreement in the face amount of $153,089.47 to certain institutional or accredited investors. Noting historically, in June 2014 the Company approved a partial assignment of Company debt via securities settlement agreement in the face amount of $153,089.47 to certain institutional or accredited investors. The debt is convertible at a 50% discount off of the lowest traded price of the twenty trading days prior to the submission of a notice of conversion to the Company’s Transfer Agent. The Company has the right to pre pay any time before December 13, 2014 with 7 days notice at 125% of face value and including interest thereon the principal amount. In September 2014, in accordance with the terms specified in the securities settlement agreement between the parties, the originating two debt assignors rescinded the aggregate amount of $51,029,83 of the debt assignees total face amount outstanding due to nonpayment of the third installment due to the two debt assignors. The rescinded debt therefore has reverted to the two debt assignors. | |
In August, 2014, the Company received approvals to increase its authorized common shares to become effective as of August 19, 2014 to 4,990,000,000 with a par value of $0.001, along with its current 10,000,000 authorized shares of blank check preferred stock, par value $0.001 per share. | |
In August, 2014, the Company received a short term loan from an individual for $3,000 with 18% interest, all due August 31, 2014. | |
In September 2014 the Registrant (“Mondial”) and its majority owned subsidiary Boomerang Oil, Inc. and its wholly owned subsidiary 1913564 Ontario, Inc. (collectively, “Boomerang”) have entered into a Letter of Intent (“LOI”) with MRGB3, LLC, an Oregon based Limited Liability Company ("MRGB3"). The plans fully implemented, are expected to be able to close becoming binding on or about September 30, 2014. Upon successfully implementing closing process Mondial would join with MRGB3 via a “merger acquisition and reorganization process” that would effectively spin off Boomerang and subsidiary operations while simultaneously acquiring, MRGB3, a green agricultural reduced carbon footprint growing, processing and distributing company for the purpose of deploying growth and expansion for the development of its business with distribution plans on a Global basis. The Mondial and MRGB3 merger acquisition and reorganization plan via broad parameters listed per the LOI would include but not be limited to i) all of the holders of Series C Preferred Stock of Mondial (“C Shares”) to transfer all of their outstanding C Shares to MNVN in exchange for all of MNVN’s 66.17% interest in the consolidated entity that is Boomerang Oil, Inc., and 1913564 Ontario, Inc., and related intangible assets (“Boomerang”); and all of the C Shares shall be transferred to the MRGB3 shareholders in exchange for all of the outstanding MRGB3 shares, ii) these transfers of shares must happen simultaneously such that Mondial shall never be a shell company and accordingly upon execution of a Reorganization Agreement, all the shares referenced above shall be deposited into escrow with attorney Milan Saha Esq. to be distributed at the Closing, iii) Mondial shall execute or have executed a CEO agreement with Michael Gillespie, principal owner of MRGB3, with compensation to be finalized vesting upon the achievement of certain milestones including but not limited to first harvest of crops and each successive harvest, launch of industrial scale zero carbon emission farming operations, acquisition of additional leases of land and planting on such land, and launch of robotic agriculture operations, iv) new Board of Director appointments including Milan Saha, Esq., Michael Gillespie in addition to Dennis Alexander staying on with Joanne Sylvanus as CFO with certain terms, including time transition periods to be formalized and set for Board members or other members to be established prior to closing including compensation, earn in and or share vesting, v) determination of the exact structure for the Transaction in order for it to qualify as a tax-free reorganization under §368 of the Internal Revenue Code, vi) potential name change for the Registrant (possible to Reduced Carbon Farming, Inc.), vii) valuations analysis, pre deal capitalization, financing structuring and current and ongoing requirements, structure and delineation of existing debt amongst the parties of the reorganization, and viii) various other formal approvals including both Board of Directors, and any required or requisite third parties of the final documentation. | |
In November 2014, the Company terminated the Letter of Intent with JMRGB3, LLC for non performance. | |
In September 2014, the Company issued two 10% convertible promissory notes in the total face amount of $25,000, each with right re purchase under certain terms up to 180 days from the effective date to certain institutional or accredited investors in behalf of its direct investment to the Company. Terms for the purchase price for each of the two convertible promissory notes include for certain payments to be established in two traunches, the first traunche for each in the amount of $12,500 to be followed with the release of funds for each of the second traunches based on certain terms occurring which are for the form 10-Q filing to be made and yield sign be removed from the otc quotation medium. The first traunche amount received by the Company therefore collectively is to be a minimum amount of $25,000, or greater, and on receipt of the second truanche the aggregate amount together with the first would equal the total principal of $50,000 to be received by the Company. Each of the convertible promissory notes mature in March 2015. The Company has the right to pre pay any time before maturity with 7 days notice at 130 % of face value and including interest thereon the principal amount. In late September one the two convertible promissory notes in the total face amount of $25,000 was revised so that the total the principal amount was reduced from $25,000 to $12,500. The Company is working on replacing the reduced $12,500 amount. As of October 2014 the Company has been delayed in these financing plans but has now closed on the first traunche of these efforts and expects to also complete the second traunche on or before the end of October. | |
In November 2014, the Company terminated the September financings due non performance. | |
In December 2014, the Company issued 18% promissory notes in the total face amount of $25,000 to certain accredited investors in behalf of its direct investment to the company. Terms for the purchase price in addition to interest include additional $750 repayment fee all due on the Maturity date which is 150 days from December 1, 2014 or May 1, 2015. The Promissory note is secured for repayment by the issuance of 100,000 shares of Boomerang Oil, Inc. stock held by the Company. | |
1_Organization_of_The_Company_1
1. Organization of The Company and Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and for the period they include. Actual results may differ from these estimates. |
1_Organization_of_The_Company_2
1. Organization of The Company and Significant Accounting Policies: Revenue and Cost Recognition (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Revenue and Cost Recognition | ' |
Revenue and Cost Recognition | |
Oil and Gas: Revenue is recognized from oil and gas sales in the period of delivery. Settlement on sales occurs anywhere from two weeks to two months after the delivery date. The Company recognizes revenue when an arrangement exists, the product has been delivered, the sales price has been fixed or determinable, and collectability is reasonably assured. |
1_Organization_of_The_Company_3
1. Organization of The Company and Significant Accounting Policies: Cash Equivalents Policy (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Cash Equivalents Policy | ' |
Cash Equivalents | |
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. There were no cash equivalents as of June 30, 2014 or December 31, 2013. The Company had cash balance of $8,559 and $3,508 as of June 30, 2014 and December 31, 2013, respectively. |
1_Organization_of_The_Company_4
1. Organization of The Company and Significant Accounting Policies: Oil and Gas Properties Policy (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Oil and Gas Properties Policy | ' |
Oil and Gas Activities | |
The Company uses the successful efforts method of accounting for oil and gas producing activities. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole drilling costs are expensed. Development costs, including the costs to drill and equip developmental wells, and successful exploratory drilling costs to locate proved reserves are capitalized. | |
Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. A determination of whether a well has found proved reserves is made shortly after drilling is completed. The determination is based on a process which relies on interpretations of available geologic, geophysics, and engineering data. If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If an exploratory well requires a major capital expenditure before production can begin, the cost of drilling the exploratory well will continue to be carried as an asset pending determination of whether proved reserves have been found only as long as: i) the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made, and: ii) drilling of the additional exploratory well is under way or firmly planned for the near future. If drilling in the area is not under way or firmly planned, or if the well has not found a commercially producible quantity of reserves, the exploratory well is assumed to be impaired, and its costs are charged to expense. | |
In the absence of a determination as to whether the reserves that have been found can be classified as proved, the cost of drilling such an exploratory well is not carried as an asset for more than one year following completion of drilling. If after that year is passed, a determination that proved reserves exist cannot be made, the well is assumed impaired and its costs are charged to expense. Its costs can, however, continue to be capitalized if a sufficient quantity of reserves is discovered in the well to justify its completion as a producing well and sufficient progress is made in assessing the reserves and the well’s economic and operating feasibility. | |
The impairment of unamortized capital costs is measured at a lease level and is reduced to fair value if it is determined that the sum of expected future net cash flows is less than the net book value. The Company determines if impairment has occurred through either adverse changes or as a result of the annual review of all fields. During 2013 after conducting an impairment analysis, the Company recorded an impairment of $84,778. | |
1_Organization_of_The_Company_5
1. Organization of The Company and Significant Accounting Policies: Asset Retirement Obligations (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Asset Retirement Obligations | ' |
Asset Retirement Obligations | |
(“ARO”- The estimated costs of restoration and removal of facilities are accrued. The fair value of a liability for an asset’s retirement obligation is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated with the related long-lived asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. For all periods presented, estimated future costs of abandonment and dismantlement are included in the full cost amortization base and are amortized as a component of depletion expense. At June 30, 2014 and December 31, 2013, the ARO of $8,084 and $5,781 is included in liabilities and fixed assets. | |
Development costs of proved oil and gas properties, including estimated dismantlement, restoration and abandonment costs and acquisition costs, are depreciated and depleted on a field basis by the units-of-production method using proved developed and proved reserves, respectively. The costs of unproved oil and gas properties are generally combined and impaired over a period that is based on the average holding period for such properties and the Company’s experience of successful drilling. | |
Costs of retired, sold or abandoned properties that make up a part of an amortization base (partial field) are charged to accumulated depreciation, depletion and amortization if the units-of-production rate is not significantly affected. Accordingly, a gain or loss, if any, is recognized only when a group of proved properties (entire field) that make up the amortization base has been retired, abandoned or sold. |
1_Organization_of_The_Company_6
1. Organization of The Company and Significant Accounting Policies: Stock Based Compensation (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Stock Based Compensation | ' |
Stock-Based Compensation | |
The Company estimates the fair value of share-based payment awards made to employees and directors, including stock options, restricted stock and employee stock purchases related to employee stock purchase plans, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. We estimate the fair value of each share-based award using the Black-Sholes option pricing model. The Black-Sholes model is highly complex and dependent on key estimates by management. The estimates with the greatest degree of subjective judgment are the estimated lives of the stock-based awards and the estimated volatility of our stock price. The Black-Sholes model is also used for our valuation of warrants. |
1_Organization_of_The_Company_7
1. Organization of The Company and Significant Accounting Policies: Earnings Per Share (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Earnings Per Share | ' |
Earnings per Common Share | |
Basic earnings per common share are calculated based upon the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and dilutive common share equivalents (convertible notes and interest on the notes, stock awards and stock options) outstanding during the period. Dilutive earnings per common share reflect the potential dilution that could occur if options to purchase common stock were exercised for shares of common stock. Basic and diluted EPS are the same as the effect of our potential common stock equivalents would be anti-dilutive. |
1_Organization_of_The_Company_8
1. Organization of The Company and Significant Accounting Policies: Fair Value Measurements (Policies) | 3 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Policies | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
On January 1, 2008, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2009, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: | |||||||||||||||||
Level 1 – Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access. | |||||||||||||||||
Level 2 –Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. | |||||||||||||||||
Level 3 – Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use. | |||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2014 on a recurring and non-recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Gains | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | (Losses) | |||||||||||||
Derivative liabilities (recurring) | $ | - | $ | - | $ | 1,625,830 | $ | 1,104,159 | |||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013 on a recurring and non-recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Gains | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | (Losses) | |||||||||||||
Derivative liabilities (recurring) | $ | - | $ | - | $ | 220,131 | $ | 220,131 | |||||||||
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt. The estimated fair value of cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The carrying value of long-term debt also approximates fair value since their terms are similar to those in the lending market for comparable loans with comparable risks. None of these instruments are held for trading purposes. |
1_Organization_of_The_Company_9
1. Organization of The Company and Significant Accounting Policies: Fixed Assets (Policies) | 3 Months Ended | |
Jun. 30, 2014 | ||
Policies | ' | |
Fixed Assets | ' | |
Fixed Assets | ||
Fixed assets are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. The following is a summary of the estimated useful lives used in computing depreciation expense: | ||
Well equipment | 5 years | |
Expenditures for major repairs and renewals that extend the useful life of the asset are capitalized. Minor repair expenditures are charged to expense as incurred. |
Recovered_Sheet1
1. Organization of The Company and Significant Accounting Policies: Impairmentl of Long-Lived Assets, Policy (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Impairmentl of Long-Lived Assets, Policy | ' |
Impairment of Long-Lived Assets | |
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires that those assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Recovered_Sheet2
1. Organization of The Company and Significant Accounting Policies: Goodwill and Other Intangible Assets (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Goodwill and Other Intangible Assets | ' |
Goodwill and Other Intangible Assets | |
The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. | |
As of June 30, 2014 the Company had no amortizable intangible assets. |
Recovered_Sheet3
1. Organization of The Company and Significant Accounting Policies: Income Taxes (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Income Taxes | ' |
Income taxes | |
The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. | |
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance requires the Company to recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. |
Recovered_Sheet4
1. Organization of The Company and Significant Accounting Policies: Foreign Currency Translation (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
The functional currency of the Company’s majority owned subsidiary is the Canadian dollar and these financial statements have been translated into U.S. dollars in accordance with standards issued by the FASB. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of shareholders’ equity. |
Recovered_Sheet5
1. Organization of The Company and Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) | 3 Months Ended | |
Jun. 30, 2014 | ||
Policies | ' | |
New Accounting Pronouncements, Policy | ' | |
Recent accounting pronouncements | ||
In July 2013, FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements. | ||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | ||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income – but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | |
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense | |
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | ||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. |
Recovered_Sheet6
1. Organization of The Company and Significant Accounting Policies: Fair Value Measurements: Assets and Liabilities Measured and Recognized At Fair Value On A Recurring and Non-recurring Basis (Tables) | 3 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||
Assets and Liabilities Measured and Recognized At Fair Value On A Recurring and Non-recurring Basis: | ' | ||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2014 on a recurring and non-recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Gains | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | (Losses) | |||||||||||||
Derivative liabilities (recurring) | $ | - | $ | - | $ | 1,625,830 | $ | 1,104,159 | |||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013 on a recurring and non-recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Gains | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | (Losses) | |||||||||||||
Derivative liabilities (recurring) | $ | - | $ | - | $ | 220,131 | $ | 220,131 | |||||||||
5_Fixed_Assets_Fixed_Asset_Sch
5. Fixed Assets: Fixed Asset Schedule (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Fixed Asset Schedule | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Well equipment | 75,551 | 56,663 | |||||||
Accumulated depreciation | -49,558 | -31,300 | |||||||
Fixed assets – net | $ | 25,993 | 25,363 | ||||||
6_Oil_and_Gas_Schedule_of_oil_
6. Oil and Gas: Schedule of oil and gas related activity (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of oil and gas related activity | ' | ||||||||
For the | For the | ||||||||
Period Ended | Year Ended | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Purchase of oil and gas properties through assumption of debt, net of accumulated depletion | $ | 276,585 | $ | - | |||||
Total purchase of oil and gas properties | $ | 276,585 | $ | - | |||||
Oil and Gas Properties: | March 31, | December 31, | |||||||
2014 | 2014 | ||||||||
Oil and gas properties – proved reserves | $ | 1,248,784 | $ | 958,157 | |||||
Accumulated depletion | -176,074 | -157,665 | |||||||
Oil and gas properties – net | $ | 1,072,710 | $ | 800,341 |
9_Income_Tax_Provision_Schedul
9. Income Tax Provision: Schedule of Deferred Tax Assets and Liabilities (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred Tax asset | $ | 978,938 | $ | 372,442 | |||||
Valuation allowance | -978,938 | -372,442 | |||||||
Net deferred tax assets | - | - | |||||||
11_Notes_Payable_Schedule_of_D
11. Notes Payable: Schedule of Debt (Tables) | 3 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Tables/Schedules | ' | |||||||||||||
Schedule of Debt | ' | |||||||||||||
Date of | Date Obligation | Interest | Balance Due | |||||||||||
Obligation | Notes | Matures | Rate (%) | 6/30/2014 ($) | ||||||||||
2/8/11 | 1 | 5/9/11 | 24 | 20,000 | ||||||||||
3/17/14 | 4 | 3/17/15 | 10 | 10,000 | ||||||||||
8/4/11 | 2 | 8/4/12 | 24 | 75,250 | ||||||||||
8/1/12 | 3 | On demand | 18* | 95,734 | ||||||||||
1/2/14 | 6 | 1/2/15 | 9.875 | 12,500 | ||||||||||
8/1/12 | 5 | 8/31/13 | 24 | 100,000 | ||||||||||
3/17/14 | 8 | 3/17/15 | 10 | 7,500 | ||||||||||
1/11/2013 | 7 | 1/11/2014 | 12 | 17,870 | ||||||||||
1/2/14 | 9 | 1/2/15 | 10 | 11,100 | ||||||||||
2/11/14 | 14 | 11/13/14 | 8 | 22,500 | ||||||||||
3/27/13 | 10 | On demand | n/a | 11,300 | ||||||||||
4/1/13 | 5 | 3/31/14 | 24 | 22,000 | ||||||||||
5/20/13 | 11 | 3/20/14 | 22 | 29,191 | ||||||||||
4/18/13 | 12 | 12/18/13 | 6 | 25,000 | ||||||||||
5/22/13 | 13 | 5/22/14 | 12 | 21,135 | ||||||||||
3/21/14 | 18 | On demand | n/a | 52,793 | ||||||||||
6/19/13 | 15 | 10/19/13 | 18* | 20,123 | ||||||||||
5/30/13 | 16 | 2/28/14 | 22 | 34,350 | ||||||||||
Various | 17 | On demand | 18* | 12,782 | ||||||||||
1/2/14 | 24 | On demand | 18* | 107,885 | ||||||||||
8/1/13 | 19 | 5/5/14 | 8 | 1,245 | ||||||||||
8/14/13 | 20 | 5/14/14 | 8 | 22,000 | ||||||||||
8/21/13 | 13 | 8/21/14 | 12 | 29,500 | ||||||||||
8/23/13 | 21 | 2/23/14 | 12 | 25,000 | ||||||||||
8/26/13 | 11 | 3/16/14 | 22 | 28,142 | ||||||||||
8/30/13 | 11 | 8/30/14 | 12 | 25,000 | ||||||||||
9/30/13 | 22 | 7/2/14 | 8 | 32,500 | ||||||||||
11/20/13 | 23 | 11/20/14 | 6 | 16,232 | ||||||||||
1/1/14 | 26 | On demand | 18* | 351,364 | ||||||||||
4/26/13 | 25 | 4/1/14 | n/a | 199,370 | ||||||||||
8/14/13 | 27 | 5/14/14 | 8 | 12,500 | ||||||||||
4/19/14 | 28 | 1/14/15 | 8 | 8,000 | ||||||||||
5/12/14 | 29 | 12/12/14 | 12 | 26,300 | ||||||||||
5/12/14 | 30 | 12/12/14 | 12 | 60,000 | ||||||||||
6/1/14 | 31 | 6/1/15 | 6 | 75,000 | ||||||||||
6/13/14 | 32 | 12/13/14 | 10 | 44,000 | ||||||||||
6/13/14 | 33 | 12/13/14 | 10 | 168,398 | ||||||||||
6/19/14 | 34 | On demand | n/a | 9,229 | ||||||||||
6/19/14 | 35 | 4 | On demand | n/a | 9,268 | |||||||||
Total | 1,852,061 | |||||||||||||
Unamortized discount | (302,653) | |||||||||||||
Net | 1,549,408 | |||||||||||||
12_Derivative_Liabilities_Comp
12. Derivative Liabilities: Components of the derivative liability (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Components of the derivative liability | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Embedded conversion features - convertible promissory notes | $ | 1,625,830 | $ | 220,131 | |||||
$ | 1,625,830 | $ | 220,131 |
12_Derivative_Liabilities_Sche
12. Derivative Liabilities: Schedule of changes in the derivative liability (Tables) | 3 Months Ended | ||||
Jun. 30, 2014 | |||||
Tables/Schedules | ' | ||||
Schedule of changes in the derivative liability | ' | ||||
Balance at December 31, 2013 | 220,131 | ||||
Issuance of securities with embedded derivatives | $ | 822,415 | |||
Debt conversion | -189,313 | ||||
Prior period conversion rescinded | 3,911 | ||||
Derivative (gain) or loss due to mark to market adjustment | 768,686 | ||||
Balance at June 30, 2014 | $ | 1,625,830 |
13_Asset_Retirement_Obligation1
13. Asset Retirement Obligation: Schedule of Change in Asset Retirement Obligation (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Change in Asset Retirement Obligation | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Asset retirement obligation at the beginning of period | $ | 7,894 | $ | 5,114 | |||||
Acquisition of oil and gas leases | 2,025 | - | |||||||
Adjustment to ARO | -2,025 | - | |||||||
Dispositions | - | - | |||||||
Accretion expense | 190 | 667 | |||||||
Asset retirement obligation at the end of period | $ | 8,084 | $ | 5,781 | |||||
Recovered_Sheet7
1. Organization of The Company and Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Common Stock | ||
Entity Incorporation, State Country Name | 'Nevada | ' |
Entity Incorporation, Date of Incorporation | 29-May-02 | ' |
Issued Common Shares In Connection With Acquisition of Interest In Oil And Gas Property Shares | ' | 14,000,000 |
Recovered_Sheet8
1. Organization of The Company and Significant Accounting Policies: Oil and Gas Properties Policy (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Impairment of oil and gas assets | $84,778 |
Recovered_Sheet9
1. Organization of The Company and Significant Accounting Policies: Asset Retirement Obligations (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
Details | ' | ' | ' | ' |
Asset retirement obligation | $8,084 | $7,894 | $5,781 | $5,114 |
Recovered_Sheet10
1. Organization of The Company and Significant Accounting Policies: Fair Value Measurements: Assets and Liabilities Measured and Recognized At Fair Value On A Recurring and Non-recurring Basis (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Derivative liabilities | $1,625,830 | $220,131 |
Derivative Liability | 1,104,159 | 220,131 |
Fair Value, Inputs, Level 3 | ' | ' |
Derivative liabilities | 1,625,830 | 220,131 |
Derivative Liability | $1,625,830 | $220,131 |
3_Common_Stock_Transactions_De
3. Common Stock Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Common stock issued for services | $2,037,413 | $2,037,413 | $190,567 |
Common stock issued for debt conversion and settlement | 603,925 | 603,925 | 1,212,106 |
Common stock issued for legal settlement | 34,500 | 34,500 | ' |
Common stock cancelled | 12,500 | 12,500 | ' |
Fractional shares issued for stock split - shares | 508 | 508 | ' |
Common Stock | ' | ' | ' |
Common stock issued for services - shares | 10,425,000 | 10,425,000 | 1,667 |
Common stock issued for services | ' | 10,425 | 2 |
Common stock issued for debt conversion and settlement - shares | 60,655,229 | 60,655,229 | 293,738 |
Common stock issued for debt conversion and settlement | ' | 60,655 | 294 |
Common stock issued for legal settlement - shares | 375,000 | 375,000 | ' |
Common stock issued for legal settlement | ' | 375 | ' |
Common stock cancelled - shares | ' | -6,735 | ' |
Common stock cancelled | ' | $7 | ' |
Fractional shares issued for stock split - shares | 508 | 508 | ' |
Common Stock | Rescinded Shares | ' | ' | ' |
Common stock cancelled - shares | 6,667 | ' | ' |
Common Stock | Cancelled by shareholder | ' | ' | ' |
Common stock cancelled - shares | 68 | ' | ' |
4_Preferred_Stock_Transactions1
4. Preferred Stock Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Preferred stock issued for services | $22,000 | $22,000 |
Series C Preferred Stock | ' | ' |
Preferred stock issued for services - shares | 100,000 | 100,000 |
Preferred stock issued for services | ' | $100 |
5_Fixed_Assets_Fixed_Asset_Sch1
5. Fixed Assets: Fixed Asset Schedule (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Fixed assets - net | $25,993 | $25,363 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -49,558 | -31,300 |
Wells and Related Equipment and Facilities | ' | ' |
Fixed assets - net | $75,551 | $56,663 |
5_Fixed_Assets_Details
5. Fixed Assets (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Details | ' | ' |
Depreciation | $7,555 | $4,048 |
6_Oil_and_Gas_Schedule_of_oil_1
6. Oil and Gas: Schedule of oil and gas related activity (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Details | ' | ' |
Purchase of oil and gas properties | $276,585 | ' |
Total purchase and development costs, oil and gas properties | 276,585 | ' |
Oil and gas properties proved reserves | 1,248,784 | 958,157 |
Mineral Properties, Accumulated Depletion | -176,074 | -157,665 |
Proved oil and natural gas properties - net | $1,072,710 | $800,341 |
6_Oil_and_Gas_Details
6. Oil and Gas (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Details | ' | ' |
Depletion | $4,217 | $84,009 |
7_Acquisition_of_Interest_in_O1
7. Acquisition of Interest in Oil and Gas Property (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Jun. 30, 2014 | |
Liabilities Assumed | $450,000 | ' |
Fixed assets - net | 25,363 | 25,993 |
IssuedCommonSharesInConnectionWithAcquisition | 595,684 | ' |
Wells and Related Equipment and Facilities | ' | ' |
Fixed assets - net | $56,663 | $75,551 |
Common Stock | ' | ' |
Issued Common Shares In Connection With Acquisition of Interest In Oil And Gas Property Shares | 14,000,000 | ' |
9_Income_Tax_Provision_Schedul1
9. Income Tax Provision: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Deferred Tax Assets, Gross | $978,938 | $372,442 |
Deferred Tax Assets, Valuation Allowance | ($978,938) | ($372,442) |
9_Income_Tax_Provision_Details
9. Income Tax Provision (Details) (USD $) | Jun. 30, 2014 |
Details | ' |
Operating Loss Carryforwards | $2,796,966 |
10_Related_Party_Transactions_
10. Related Party Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Dennis Alexander | Dennis Alexander | Joanne M. Sylvanus | Joanne M. Sylvanus | |||
Management Fee, Description | ' | ' | 'The Company has a service agreement with Global Media Network USA, Inc. a company 100% owned by Dennis Alexander, to provide the services of Dennis Alexander to the Company at a monthly rate of $5,000. The monthly rate was increased to $10,000 as of October 1, 2013. | ' | 'The Company has a service agreement with Joanne M. Sylvanus, Accountant, a company owned 100% by Joanne M, Sylvanus, to provide her services to the Company at a rate of $3,000 per month. | ' |
Due to Officers or Stockholders, Current | ' | ' | $1,800 | $0 | $6,000 | $3,000 |
Business Related Expenses Paid by a Related Party | 53 | ' | ' | ' | ' | ' |
BorrowingsOnConvertibleDebtRelatedParties | 15,000 | ' | ' | ' | ' | ' |
Finance Costs Related Parties | 10,000 | ' | ' | ' | ' | ' |
Finance Costs Amortization Related Parties | ' | $2,500 | ' | ' | ' | ' |
11_Notes_Payable_Schedule_of_D1
11. Notes Payable: Schedule of Debt (Details) (USD $) | Jun. 30, 2014 |
Short-term Debt | $1,549,408 |
N1aNoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 24.00% |
Short-term Debt | 20,000 |
N4NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% |
Short-term Debt | 10,000 |
N2NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 24.00% |
Short-term Debt | 75,250 |
N3NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 18.00% |
Short-term Debt | 95,734 |
N6NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 9.88% |
Short-term Debt | 12,500 |
N5NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 24.00% |
Short-term Debt | 100,000 |
N8NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% |
Short-term Debt | 7,500 |
N7NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 17,870 |
N9NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% |
Short-term Debt | 11,100 |
N14NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% |
Short-term Debt | 22,500 |
N10NoteMember | ' |
Short-term Debt | 11,300 |
N5bNoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 24.00% |
Short-term Debt | 22,000 |
N11NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 22.00% |
Short-term Debt | 29,191 |
N12NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 6.00% |
Short-term Debt | 25,000 |
N13NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 21,135 |
N18NoteMember | ' |
Short-term Debt | 52,793 |
N15NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 18.00% |
Short-term Debt | 20,123 |
N16NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 22.00% |
Short-term Debt | 34,350 |
N17NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 18.00% |
Short-term Debt | 12,782 |
N24NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 18.00% |
Short-term Debt | 107,885 |
N19NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% |
Short-term Debt | 1,245 |
N20NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% |
Short-term Debt | 22,000 |
N13bNoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 29,500 |
N21NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 25,000 |
N11bNoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 22.00% |
Short-term Debt | 28,142 |
N11cNoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 25,000 |
N22NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% |
Short-term Debt | 32,500 |
N23NoteMember | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 6.00% |
Short-term Debt | 16,232 |
Note26Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 18.00% |
Short-term Debt | 351,364 |
N25NoteMember | ' |
Short-term Debt | 199,370 |
Note27Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% |
Short-term Debt | 12,500 |
Note28Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% |
Short-term Debt | 8,000 |
Note29Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 26,300 |
Note30Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Short-term Debt | 60,000 |
Note31Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 6.00% |
Short-term Debt | 75,000 |
Note32Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% |
Short-term Debt | 44,000 |
Note33Member | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% |
Short-term Debt | 168,398 |
Note34Member | ' |
Short-term Debt | 9,229 |
Note35Member | ' |
Short-term Debt | $9,268 |
12_Derivative_Liabilities_Comp1
12. Derivative Liabilities: Components of the derivative liability (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Embedded conversion features - convertible promissory notes | $1,625,830 | $220,131 |
Derivative Liability | 1,104,159 | 220,131 |
Fair Value, Inputs, Level 3 | ' | ' |
Derivative Liability | $1,625,830 | $220,131 |
12_Derivative_Liabilities_Sche1
12. Derivative Liabilities: Schedule of changes in the derivative liability (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Derivative Liability | $1,104,159 | $220,131 |
Issuance of securities with embedded derivatives | 822,415 | ' |
Debt conversion | -189,313 | ' |
Prior period conversion rescinded | 3,911 | ' |
Derivative (gain) or loss due to mark to market adjustment | 768,686 | ' |
Fair Value, Inputs, Level 3 | ' | ' |
Derivative Liability | $1,625,830 | $220,131 |
13_Asset_Retirement_Obligation2
13. Asset Retirement Obligation: Schedule of Change in Asset Retirement Obligation (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | |
Details | ' | ' | ' | ' | ' |
Asset retirement obligation | $8,084 | $5,781 | $8,084 | $7,894 | $5,114 |
Acquisition of oil and gas leases | 2,025 | ' | ' | ' | ' |
Adjustment to asset retirement obligation | -2,025 | ' | -2,025 | ' | ' |
Accretion Expense, Including Asset Retirement Obligations | $190 | $667 | ' | ' | ' |
15_Legal_Proceeding_Details
15. Legal Proceeding (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Estimated Litigation Liability | $206,000 | $206,000 |
Common stock issued for legal settlement | 34,500 | 34,500 |
Common Stock | ' | ' |
Common stock issued for legal settlement - shares | 375,000 | 375,000 |
Common stock issued for legal settlement | ' | $375 |
17_Amalgamation_and_Acquisitio1
17. Amalgamation and Acquisition (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Details | ' | ' |
Effect of amalgamation and share exchange | $208,712 | $208,712 |
18_Noncontrolling_Interest_Det
18. Non-controlling Interest (Details) | Jun. 30, 2014 |
Details | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 33.83% |