Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2016 | Dec. 01, 2017 | Apr. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | BLACKSANDS PETROLEUM, INC. | ||
Entity Central Index Key | 1,308,137 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --10-31 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Is Entity's Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public float | $ 354,055 | ||
Entity Common Stock, Shares Outstanding | 20,130,226 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2016 | Oct. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | ||
Total Current Assets | ||
OTHER ASSETS | ||
TOTAL ASSETS | 0 | 0 |
LIABILITIES | ||
Accounts payable | ||
Accrued expenses | ||
Total Liabilities | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock | ||
Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226 and 20,130,226 issued and outstanding October 31, 2016 and 2015 respectively | 20,130 | 20,130 |
Additional paid-in capital | 28,761,221 | 28,761,221 |
Accumulated deficit | (28,782,851) | (28,782,851) |
Total Stockholder's Deficiency | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY | 0 | 0 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock | 500 | 500 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock | $ 1,000 | $ 1,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Oct. 15, 2014 | May 30, 2014 |
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock share issued | ||||||||||
Preferred stock share, outstanding | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, share issued | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | ||||
Common stock share, outstanding | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | ||||
Series A Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, authorized shares | 310,000 | 310,000 | 310,000 | 310,000 | 310,000 | 310,000 | ||||
Preferred stock share issued | 0 | 0 | ||||||||
Preferred stock share, outstanding | 0 | 0 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | |||
Preferred stock, authorized shares | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | ||
Preferred stock share issued | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||||
Preferred stock share, outstanding | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||
Series C Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | |||
Preferred stock, authorized shares | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | ||
Preferred stock share issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock share, outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Consolidated Statements Of Operations | ||
REVENUE | ||
OPERATING EXPENSES | ||
Loss from Operations | ||
OTHER EXPENSES | ||
Interest expense | (471,415) | |
Net amount from discontinued operations | 6,635,125 | |
Net income (loss) | 6,163,710 | |
Preferred stock dividends | (22,500) | |
Net income (loss) attributable to common shareholders | $ 6,141,210 | |
Loss Per Share attributable to common shareholders | ||
Basic and fully diluted | $ 0 | $ 0.33 |
Weighted Average Shares Outstanding | 20,130,226 | 20,130,226 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
CASH FLOWS FROM OPERATING EXPENSES | ||
Net income (loss) | $ 6,141,210 | |
Adjustments to reconcile net cash used in operating activities | ||
(Income) loss from discontinued operations | (6,635,125) | |
Accounts payable and accrued expenses | 44,227 | |
Cash Provided By (Used In) Operating Activities | (449,688) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for oil and gas properties | (229,252) | |
Cash Use In Investing Activities | (229,252) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net cash from notes payable | ||
Cash Provided By (Used In) Financing Activities | ||
Net change in Cash | (678,940) | |
Cash and Cash Equivalents - Beginning of year | 678,940 | |
Cash and Cash Equivalents - End of year | ||
Supplemental Disclosures | ||
Cash paid for interest | ||
Cash paid for income taxes |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Shares at Oct. 31, 2014 | 1,500,000 | 19,278,017 | |||
Beginning Balance, Amount at Oct. 31, 2014 | $ 1,500 | $ 19,278 | $ 28,440,320 | $ (34,924,061) | $ (6,462,963) |
Discount on convertible debt | (71,598) | (71,598) | |||
Stock issued for interest payment, Shares | 510,723 | ||||
Stock issued for interest payment, Amount | $ 510 | 93,708 | 94,218 | ||
Stock issued to reduce debt, Shares | 341,486 | ||||
Stock issued to reduce debt, Amount | $ 342 | 298,791 | 299,133 | ||
Net income (loss) | 6,141,210 | 6,141,210 | |||
Ending Balance, Shares at Oct. 31, 2015 | 1,500,000 | 20,130,226 | |||
Ending Balance, Amount at Oct. 31, 2015 | $ 1,500 | $ 20,130 | 28,761,221 | (28,782,851) | |
Net income (loss) | |||||
Ending Balance, Shares at Oct. 31, 2016 | 1,500,000 | 20,130,226 | |||
Ending Balance, Amount at Oct. 31, 2016 | $ 1,500 | $ 20,130 | $ 28,761,221 | $ (28,782,851) |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 1. The Company and Summary of Significant Accounting Policies | Description of business and history We were formerly an oil and natural gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves in the U.S. The Company formerly pursued exploration, development and exploitation drilling, complimented with property or corporate acquisitions exhibiting synergy in lands, facilities, production and operating efficiencies. Our operations were conducted through our subsidiaries, including our wholly-owned subsidiaries, Blacksands Petroleum Texas LLC (BSPE Texas), NRG Assets Management LLC (NRG Assets) and Copano Bay Holdings, LLC (Copano Bay) as well as ApClark LLC (ApClark) and Access Energy Inc. (Access, and collectively, the Subsidiaries), of which we own 100% of the voting interests. We were incorporated under the laws of the State of Nevada on October 12, 2004 as Lam Liang Corp. In June 2006, we changed our name to Blacksands Petroleum, Inc., which was in line with our then new business of oil and gas exploration and development. On July 7, 2017 we converted from a non-Delaware Corporation to a Delaware Corporation pursuant to Section 265 of the Delaware Corporation Law. Access was formed under the laws of Ontario, Canada on August 26, 2005, BSPE Texas was formed under the laws of Texas on November 9, 2009, NRG Assets was formed under the laws of Texas in October 29, 2009, ApClark was formed under the laws of Delaware on July 18, 2012 and Copano Bay was formed under the laws of Nevada on December 14, 2010. Shortly after April 30, 2015 we ceased operations as we were in default on certain creditor obligations. The Company was put into receivership and was sold for $750 to satisfy outstanding judgment creditor claims. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) which contemplate continuation of the Company as a going concern. Principles of consolidation The consolidated financial statements include the accounts of the Company and the Subsidiaries, including the wholly-owned subsidiaries BPSE Texas, NRG Assets, Copano Bay and ApClark, of which we owned 100% of the voting interests prior to April of 2015. All significant inter-company transactions and balances have been eliminated. Subsequent to April of 2015, under the control of our receiver, we essentially abandoned the above referenced subsidiaries and financial position, results of operations and cash flow are those of Black Sands only. Use of estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Income taxes The Company accounts for its income taxes in accordance with ASC 740 Income Taxes The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Companys consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2010 remain open to examination by U.S. federal and state tax jurisdictions. Net loss per common share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share Discontinued operations We discontinued exploring and producing oil and natural gas during the fiscal year ended October 31, 2015. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact, we have no assets or liabilities related to an operating business as of October 31, 2016 or 2015. All items of income and expense for the periods presented, other than interest expense, related to discontinued operations. |
Going Concern
Going Concern | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 2. Going Concern | As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $28,782,851 through October 31, 2016. In addition, the Company has no cash or cash equivalents as of October 31, 2016. The Companys plan is to raise additional capital in order to seek a viable business to acquire. However, the Company cannot assure that it will accomplish this task and there are many factors that may prevent the Company from reaching its goal of profitability. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 3. Stockholders' Equity | Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock at a par value of $.001. Series A Preferred Stock In October 2010, the Board of Directors (Board) designated 310,000 shares of the Companys preferred stock as Series A Convertible Preferred Stock (Series A Preferred). The Series A Preferred are convertible into shares of common stock at a conversion price of $3.75. The shares are entitled to dividends at a rate of 8% of the stated value per share per annum. The dividends are payable annually on December 31 in cash or additional shares of the Series A Preferred, at the option of the Company. The Series A Preferred and any accrued and unpaid dividends mandatorily convert into common shares on October 29, 2013. The outstanding Series A Preferred and accumulated unpaid dividends were converted into 826,667 shares of the Companys common stock on October 29, 2013. On October 29, 2010, the Company and Talras Overseas S.A. (Talras) entered into an exchange agreement, whereby $2,500,000 in notes payable were exchanged for 250,000 shares of the Companys Series A convertible preferred stock and warrants to purchase 333,333 shares of the Companys common stock. The warrants were exercisable at an exercise price of $6 per share through October 29, 2013. The preferred shares and accumulated dividends were converted into 826,667 shares of common stock on October 29, 2013. The warrants expired unexercised. Series B Preferred Stock On May 30, 2014, the Board of the Company approved the filing of a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the Certificate of Designation), which was filed with and accepted by the Secretary of State of Nevada on June 6, 2014. Pursuant to the Certificate of Designation, the Company established a new series of 2,217,281 shares of the Series B Convertible Preferred Stock (Series B Preferred Stock). Each share of Series B Preferred Stock has a stated value of $1.00 (Stated Value) and accrues a dividend of 3% of the Stated Value per annum, which is payable in additional shares of Series B Preferred Stock annually on December 31, in arrears. Each share of Series B Preferred Stock may be converted at any time on or prior to May 30, 2017 into such number of shares of the Companys common stock equal to the Stated Value divided by $1.00 per share. The Company has the right, at any time after May 30, 2017, to redeem the Series B Preferred Stock at a price of $1.00 per share. In June 2014, the Company issued 500,000 shares of the Series B Preferred Stock in exchange for $500,000 pursuant to a subscription agreement with Pacific LNG (see note 3). At October 31, 2014, there were 500,000 shares of the Series B Preferred Stock outstanding. A deemed dividend totaling $450,000 was recorded in connection with the beneficial conversion feature associated with the conversion features of the Series B Preferred Shares. Series C Preferred Stock On October 15, 2014, the Board the Company approved the filing of a Certificate of Designation of Preferences, Rights and Privileges of Series C Convertible Preferred Stock (Certificate of Designation), which was filed with and accepted by the Secretary of State of the State of Nevada on October 16, 2014. Pursuant to the Certificate of Designation, the Company established a new series of 1,750,000 shares of the Series C Convertible Preferred Stock (Series C Preferred Stock). Each share of Series C Preferred Stock has a stated value of $1.00 (Stated Value) and accrues a dividend of 3% of the Stated Value per annum, which is payable in additional shares of Series C Preferred Stock annually on December 31, in arrears, and beginning on December 31, 2014. Each share of Series C Preferred Stock may be converted at any time on or before June 30, 2017, into such number of shares of the Companys common stock equal to the Stated Value divided by $1.00 per share. The Company has the right, at any time after June 30, 2017, to redeem the shares of Series C Preferred Stock, either in whole or in part, at the price of $1.00 per share. There are no voting rights underlying the Series C Preferred Stock. In October 2014, the Company issued 1,000,000 shares of the Series C Preferred Stock in exchange for $1,000,000. At October 31, 2016, October 31, 2015 and October 31, 2014 respectively, there were 1,000,000 shares of Series C Preferred Stock outstanding. A deemed dividend totaling $390,000 was recorded in connection with the beneficial conversion feature associated with the conversion features of the Series C Preferred Shares. Issuances of Common Stock During the year ended October 31, 2015, the Company issued a total of 341,486 shares of restricted common stock for a value of $299,133 which was used to reduce notes payable. Stock Options All stock options in 2015 were cancelled once the Company ceased operations. |
Income taxes
Income taxes | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 4. Income taxes | The reconciliation between the expected income tax benefit, computed using the statutory federal rate of 34%, and the actual income tax benefit for the years ended October 31, 2016 and 2015, is as follows: Amount Description 2016 2015 Expected tax benefit at 34% $ - $ - Change in valuation allowance Actual tax benefit $ - $ - The composition of deferred tax assets/liability is as follows: Amounts as of October 31, Description 2016 2015 Deferred Tax Asset Net operating loss $ - - Oil and gas property interests - - Other - - Total deferred tax assets $ - - Valuation allowance - Net $ - $ - The valuation allowance increased by $1,035,768 during the year ended October 2014 and did not change for the years ended October 31, 2016 and 2015. The Company established a valuation allowance to fully offset the net deferred income tax assets due to the uncertainty of the Companys ability to generate future taxable income necessary to realize these net deferred income tax assets, considering the Companys history of significant operating losses. In addition, future utilization of the available net operating loss carryforwards may be limited under Internal Revenue Code Section 382 as a result of any future changes in ownership. For federal income tax purposes, the Company has net operating losses of approximately $13,136,558 at October 31, 2016. These losses expire as follows: Year Ending October 31, Amount 2031 $ 2,347,016 2032 3,748,939 2033 1,438,676 2034 5,601,927 $ 13,136,558 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 5. Subsequent Events | On June 19, 2017, the Company entered into a Purchase Agreement with CannaLife USA, Ltd. (CannaLife) where, subject to court approval, CannaLife will purchase the Company and execute a Share Exchange transaction allowing CannaLife to become a wholly-owned subsidiary of the Company. The purchase terms include the issuance of shares of Company stock to the unitholders of CannaLife representing 75% control of the Company and an aggregate sum of $750 cash. This change of control allows the Company to embark on a new business plan for manufacturing and distribution of hemp products, initially focusing on a line of all-natural energy drinks infused with hemp seed oil, Omega-3s and organic caffeine. |
Interim Period Disclosures
Interim Period Disclosures | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 6. Interim Period Disclosures | The unaudited consolidated balance sheets for the interim periods in the year ended October 31, 2017, as presented below: July 31, April 30, January 31, 2017 2017 2017 CURRENT ASSETS Cash and cash equivalents $ - $ - $ - Total Current Assets - - - Other assets - - - TOTAL ASSETS $ - $ - $ - LIABILITIES AND STOCKHOLDERS DEFICIENCY LIABILITIES Accounts payable and accrued expenses $ - $ - $ - Notes payable - related and other - - - Total Liabilities - - - STOCKHOLDERS DEFICIENCY Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued Series A - $0.001 par value, 310,000 shares authorized, nil shares issued Series B - $0.001 par value, 2,217,281 authorized, 500,000 shares issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively 500 500 500 Series C - $0.001 par value, 1,750,000 authorized, 1,000,000 shares issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively 1,000 1,000 1,000 Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226, 20,130,226 and 20,130,226 issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively 20,130 20,130 20,130 Additional paid-in capital 28,761,221 28,761,221 28,761,221 Accumulated deficit (28,782,851 ) (28,782,851 ) (28,782,851 ) Total Stockholders Deficiency - - - TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ - $ - $ - The unaudited consolidated balance sheets for the interim periods in the fiscal year ended October 31, 2016, is presented below: July 31, April 30, January 31, 2016 2016 2016 CURRENT ASSETS Cash and cash equivalents $ - $ - $ - Total Current Assets - - - Other assets - - - TOTAL ASSETS $ - $ - $ -! LIABILITIES AND STOCKHOLDERS DEFICIENCY LIABILITIES Accounts payable and accrued expenses $ - $ - $ - Total Liabilities - - - STOCKHOLDERS DEFICIENCY Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued Series A - $0.001 par value, 310,000 shares authorized, nil shares issued Series B - $0.001 par value, 2,217,281 authorized, 500,000 shares issued and outstanding July 31, 2016, April 30, 2016 and January 31, 2016 respectively 500 500 500 Series C - $0.001 par value, 1,750,000 authorized, 1,000,000 shares issued and outstanding July 31, 2016, April 30, 2016 and January 31, 2016 respectively 1,000 1,000 1,000 Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226, 20,130,226 and 20,130,226 issued and outstanding July 31, 2016, April 30, 2016 and January 31, 2016 respectively 20,130 20,130 20,130 Additional paid-in capital 28,761,221 28,761,221 28,761,221 Accumulated deficit (28,782,851 ) (28,782,851 ) (28,782,851 ) Total Stockholders Deficiency - - - TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ - $ - $ - The unaudited consolidated balance sheet as of July 31, 2015, is presented below: CURRENT ASSETS Cash and cash equivalents $ - Total Current Assets - Other assets TOTAL ASSETS $ - LIABILITIES AND STOCKHOLDERS DEFICIENCY LIABILITIES Accounts payable and accrued expenses $ - Total Liabilities - STOCKHOLDERS DEFICIENCY Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued Series A - $0.001 par value, 310,000 shares authorized, nil shares issued Series B - $0.001 par value, 2,217,281 authorized, 500,000 shares issued and outstanding July 31, 2015 500 Series C - $0.001 par value, 1,750,000 authorized, 1,000,000 shares issued and outstanding July 31, 2015 1,000 Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226 issued and outstanding July 31, 2015 20,130 Additional paid-in capital 28,761,221 Accumulated deficit (28,782,851 ) Total Stockholders Deficiency - TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ - Unaudited consolidated results of operations for the nine-month periods ended July 31, 2017, 2016 and 2015, are as follows: 2017 2016 2015 REVENUE $ - $ - $ - OPERATING EXPENSES - - - Loss from Operations - - - OTHER EXPENSES Interest expense - - (471,415 ) Income (loss) from discontinued operations - - 6,612,625 Net income(loss) - - 6,141,210 Preferred stock dividend - - (22,500 ) Net income(loss) attributable to common shareholders $ - $ - 6,118,710 Loss Per Share attributable to common shareholders Basic and fully diluted $ - $ - $ 0.33 Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 20,130,226 Unaudited consolidated results of operations for the three-month periods ended July 31, 2017, 2016 and 2015, are as follows: 2017 2016 2015 REVENUE $ - $ - $ - OPERATING EXPENSES - - - Loss from operations - - - OTHER EXPENSES Interest expense - - - Income (loss) from discontinued operations - - 7,481,949 Net income(loss) - - 7,481,949 Preferred stock dividend - - - Net income(loss) attributable to common shareholders $ - $ - $ 7,481,949 Loss Per Share attributable to common shareholders Basic and fully diluted $ - $ - $ - Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 20,130,226 Unaudited consolidated results of operations for the three and six-month periods ended April 30, 2017 and 2016, are as follows: THREE MONTHS ENDED SIX MONTHS ENDED APRIL 30, APRIL 30, 2017 2016 2017 2016 REVENUE $ - $ - $ - $ - OPERATING EXPENSES - - - - Loss from Operations - - - - OTHER EXPENSES Interest expense - - - - Discontinued operations - net Net loss - - - - Preferred stock dividend - - - - Loss attributable to common shareholders Loss attributable to common shareholders per share Basic and fully diluted $ - $ - $ - $ - Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 20,130,226 20,130,226 Unaudited consolidated results of operations for the three-month periods ended January 31, 2017 and 2016 , are as follows: 2017 2016 REVENUE $ - $ - OPERATING EXPENSES - - Loss from Operations - - OTHER EXPENSES Interest expense - - Loss from discontinued operations Net income(loss) - - Preferred stock dividend - - Net income(loss) attributable to common shareholders $ - $ - Loss Per Share attributable to common shareholders Basic and fully diluted $ - $ - Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 Unaudited consolidated cash flows for the nine-month periods ended July 31, 2017, 2016 and 2015, are as follows: 2017 2016 2015 CASH FLOWS FROM OPERATING EXPENSES Net income(loss) $ - $ - $ 6,141,210 Adjustments to reconcile net cash used in operating activities Net income from discontinued operations - - (6,612,625 ) Accounts payable and accrued expenses - - 21,727 Cash Used in Operating Activities - - (449,688 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for oil and gas properties - - (229,252 ) Cash Used In Investing Activities - - (229,252 ) Net change in Cash - - (678,940 ) Cash and Cash Equivalents - Beginning of year - - 678,940 Cash and Cash Equivalents - End of year $ - $ - $ - Supplemental disclosures Cash Paid for interest $ - $ - $ 168,161 Cash paid for income taxes $ - $ - $ - Unaudited consolidated cash flows for the six-month periods ended April 30, 2017 and 2016 , are as follows: 2017 2016 CASH FLOWS FROM OPERATING EXPENSES Net income(loss) $ - $ - Adjustments to reconcile net cash used in operating activities Net income from discontinued operations - - Accounts payable and accrued expenses Cash Provided By (Used In) Operating Activities - - CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for oil and gas properties - - Cash Use In Investing Activities - - Net change in Cash - - Cash and Cash Equivalents - Beginning of year - - Cash and Cash Equivalents - End of year $ - $ - Unaudited consolidated cash flows for the three-month periods ended January 31, 2017 and 2016, are as follows: 2017 2016 CASH FLOWS FROM OPERATING EXPENSES Net income(loss) $ - $ - Adjustments to reconcile net cash used in operating activities Net income from discontinued operations - - Accounts payable and accrued expenses - - Cash Provided By (Used In) Operating Activities - - CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for oil and gas properties - - Cash Use In Investing Activities - - Net change in Cash - - Cash and Cash Equivalents - Beginning of period - - Cash and Cash Equivalents - End of period $ - $ - |
The Company and Summary of Si13
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2016 | |
Company And Summary Of Significant Accounting Policies Policies | |
Description of business and history | We were formerly an oil and natural gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves in the U.S. The Company formerly pursued exploration, development and exploitation drilling, complimented with property or corporate acquisitions exhibiting synergy in lands, facilities, production and operating efficiencies. Our operations were conducted through our subsidiaries, including our wholly-owned subsidiaries, Blacksands Petroleum Texas LLC (BSPE Texas), NRG Assets Management LLC (NRG Assets) and Copano Bay Holdings, LLC (Copano Bay) as well as ApClark LLC (ApClark) and Access Energy Inc. (Access, and collectively, the Subsidiaries), of which we own 100% of the voting interests. We were incorporated under the laws of the State of Nevada on October 12, 2004 as Lam Liang Corp. In June 2006, we changed our name to Blacksands Petroleum, Inc., which was in line with our then new business of oil and gas exploration and development. On July 7, 2017 we converted from a non-Delaware Corporation to a Delaware Corporation pursuant to Section 265 of the Delaware Corporation Law. Access was formed under the laws of Ontario, Canada on August 26, 2005, BSPE Texas was formed under the laws of Texas on November 9, 2009, NRG Assets was formed under the laws of Texas in October 29, 2009, ApClark was formed under the laws of Delaware on July 18, 2012 and Copano Bay was formed under the laws of Nevada on December 14, 2010. Shortly after April 30, 2015 we ceased operations as we were in default on certain creditor obligations. The Company was put into receivership and was sold for $750 to satisfy outstanding judgment creditor claims. |
Basis of Presentation | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) which contemplate continuation of the Company as a going concern. |
Principles of consolidation | The consolidated financial statements include the accounts of the Company and the Subsidiaries, including the wholly-owned subsidiaries BPSE Texas, NRG Assets, Copano Bay and ApClark, of which we owned 100% of the voting interests prior to April of 2015. All significant inter-company transactions and balances have been eliminated. Subsequent to April of 2015, under the control of our receiver, we essentially abandoned the above referenced subsidiaries and financial position, results of operations and cash flow are those of Black Sands only. |
Use of estimates | Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. |
Income taxes | The Company accounts for its income taxes in accordance with ASC 740 Income Taxes The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Companys consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2010 remain open to examination by U.S. federal and state tax jurisdictions. |
Net loss per common share | The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share |
Discontinued operations | We discontinued exploring and producing oil and natural gas during the fiscal year ended October 31, 2015. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact, we have no assets or liabilities related to an operating business as of October 31, 2016 or 2015. All items of income and expense for the periods presented, other than interest expense, related to discontinued operations. |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Income Taxes Tables | |
Schedule of effective income tax rate reconciliation | Amount Description 2016 2015 Expected tax benefit at 34% $ - $ - Change in valuation allowance Actual tax benefit $ - $ - |
Schedule of deferred tax assets and liabilities | Amounts as of October 31, Description 2016 2015 Deferred Tax Asset Net operating loss $ - - Oil and gas property interests - - Other - - Total deferred tax assets $ - - Valuation allowance - Net $ - $ - |
Net operating losses | Year Ending October 31, Amount 2031 $ 2,347,016 2032 3,748,939 2033 1,438,676 2034 5,601,927 $ 13,136,558 |
Interim Period Disclosures (Tab
Interim Period Disclosures (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Interim Period Disclosures Tables | |
Unaudited consolidated balance sheets | The unaudited consolidated balance sheets for the interim periods in the year ended October 31, 2017, as presented below: July 31, April 30, January 31, 2017 2017 2017 CURRENT ASSETS Cash and cash equivalents $ - $ - $ - Total Current Assets - - - Other assets - - - TOTAL ASSETS $ - $ - $ - LIABILITIES AND STOCKHOLDERS DEFICIENCY LIABILITIES Accounts payable and accrued expenses $ - $ - $ - Notes payable - related and other - - - Total Liabilities - - - STOCKHOLDERS DEFICIENCY Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued Series A - $0.001 par value, 310,000 shares authorized, nil shares issued Series B - $0.001 par value, 2,217,281 authorized, 500,000 shares issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively 500 500 500 Series C - $0.001 par value, 1,750,000 authorized, 1,000,000 shares issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively 1,000 1,000 1,000 Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226, 20,130,226 and 20,130,226 issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively 20,130 20,130 20,130 Additional paid-in capital 28,761,221 28,761,221 28,761,221 Accumulated deficit (28,782,851 ) (28,782,851 ) (28,782,851 ) Total Stockholders Deficiency - - - TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ - $ - $ - The unaudited consolidated balance sheets for the interim periods in the fiscal year ended October 31, 2016, is presented below: July 31, April 30, January 31, 2016 2016 2016 CURRENT ASSETS Cash and cash equivalents $ - $ - $ - Total Current Assets - - - Other assets - - - TOTAL ASSETS $ - $ - $ -! LIABILITIES AND STOCKHOLDERS DEFICIENCY LIABILITIES Accounts payable and accrued expenses $ - $ - $ - Total Liabilities - - - STOCKHOLDERS DEFICIENCY Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued Series A - $0.001 par value, 310,000 shares authorized, nil shares issued Series B - $0.001 par value, 2,217,281 authorized, 500,000 shares issued and outstanding July 31, 2016, April 30, 2016 and January 31, 2016 respectively 500 500 500 Series C - $0.001 par value, 1,750,000 authorized, 1,000,000 shares issued and outstanding July 31, 2016, April 30, 2016 and January 31, 2016 respectively 1,000 1,000 1,000 Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226, 20,130,226 and 20,130,226 issued and outstanding July 31, 2016, April 30, 2016 and January 31, 2016 respectively 20,130 20,130 20,130 Additional paid-in capital 28,761,221 28,761,221 28,761,221 Accumulated deficit (28,782,851 ) (28,782,851 ) (28,782,851 ) Total Stockholders Deficiency - - - TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ - $ - $ - The unaudited consolidated balance sheet as of July 31, 2015, is presented below: CURRENT ASSETS Cash and cash equivalents $ - Total Current Assets - Other assets TOTAL ASSETS $ - LIABILITIES AND STOCKHOLDERS DEFICIENCY LIABILITIES Accounts payable and accrued expenses $ - Total Liabilities - STOCKHOLDERS DEFICIENCY Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued Series A - $0.001 par value, 310,000 shares authorized, nil shares issued Series B - $0.001 par value, 2,217,281 authorized, 500,000 shares issued and outstanding July 31, 2015 500 Series C - $0.001 par value, 1,750,000 authorized, 1,000,000 shares issued and outstanding July 31, 2015 1,000 Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226 issued and outstanding July 31, 2015 20,130 Additional paid-in capital 28,761,221 Accumulated deficit (28,782,851 ) Total Stockholders Deficiency - TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ - |
Unaudited consolidated statement of operations | Unaudited consolidated results of operations for the nine-month periods ended July 31, 2017, 2016 and 2015, are as follows: 2017 2016 2015 REVENUE $ - $ - $ - OPERATING EXPENSES - - - Loss from Operations - - - OTHER EXPENSES Interest expense - - (471,415 ) Income (loss) from discontinued operations - - 6,612,625 Net income(loss) - - 6,141,210 Preferred stock dividend - - (22,500 ) Net income(loss) attributable to common shareholders $ - $ - 6,118,710 Loss Per Share attributable to common shareholders Basic and fully diluted $ - $ - $ 0.33 Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 20,130,226 Unaudited consolidated results of operations for the three-month periods ended July 31, 2017, 2016 and 2015, are as follows: 2017 2016 2015 REVENUE $ - $ - $ - OPERATING EXPENSES - - - Loss from operations - - - OTHER EXPENSES Interest expense - - - Income (loss) from discontinued operations - - 7,481,949 Net income(loss) - - 7,481,949 Preferred stock dividend - - - Net income(loss) attributable to common shareholders $ - $ - $ 7,481,949 Loss Per Share attributable to common shareholders Basic and fully diluted $ - $ - $ - Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 20,130,226 Unaudited consolidated results of operations for the three and six-month periods ended April 30, 2017 and 2016, are as follows: THREE MONTHS ENDED SIX MONTHS ENDED APRIL 30, APRIL 30, 2017 2016 2017 2016 REVENUE $ - $ - $ - $ - OPERATING EXPENSES - - - - Loss from Operations - - - - OTHER EXPENSES Interest expense - - - - Discontinued operations - net Net loss - - - - Preferred stock dividend - - - - Loss attributable to common shareholders Loss attributable to common shareholders per share Basic and fully diluted $ - $ - $ - $ - Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 20,130,226 20,130,226 Unaudited consolidated results of operations for the three-month periods ended January 31, 2017 and 2016 , are as follows: 2017 2016 REVENUE $ - $ - OPERATING EXPENSES - - Loss from Operations - - OTHER EXPENSES Interest expense - - Loss from discontinued operations Net income(loss) - - Preferred stock dividend - - Net income(loss) attributable to common shareholders $ - $ - Loss Per Share attributable to common shareholders Basic and fully diluted $ - $ - Weighted Average Shares Outstanding Basic and fully diluted 20,130,226 20,130,226 |
Unaudited consolidated cash flows | Unaudited consolidated cash flows for the nine-month periods ended July 31, 2017, 2016 and 2015, are as follows: 2017 2016 2015 CASH FLOWS FROM OPERATING EXPENSES Net income(loss) $ - $ - $ 6,141,210 Adjustments to reconcile net cash used in operating activities Net income from discontinued operations - - (6,612,625 ) Accounts payable and accrued expenses - - 21,727 Cash Used in Operating Activities - - (449,688 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for oil and gas properties - - (229,252 ) Cash Used In Investing Activities - - (229,252 ) Net change in Cash - - (678,940 ) Cash and Cash Equivalents - Beginning of year - - 678,940 Cash and Cash Equivalents - End of year $ - $ - $ - Supplemental disclosures Cash Paid for interest $ - $ - $ 168,161 Cash paid for income taxes $ - $ - $ - Unaudited consolidated cash flows for the six-month periods ended April 30, 2017 and 2016 , are as follows: 2017 2016 CASH FLOWS FROM OPERATING EXPENSES Net income(loss) $ - $ - Adjustments to reconcile net cash used in operating activities Net income from discontinued operations - - Accounts payable and accrued expenses Cash Provided By (Used In) Operating Activities - - CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for oil and gas properties - - Cash Use In Investing Activities - - Net change in Cash - - Cash and Cash Equivalents - Beginning of year - - Cash and Cash Equivalents - End of year $ - $ - Unaudited consolidated cash flows for the three-month periods ended January 31, 2017 and 2016, are as follows: 2017 2016 CASH FLOWS FROM OPERATING EXPENSES Net income(loss) $ - $ - Adjustments to reconcile net cash used in operating activities Net income from discontinued operations - - Accounts payable and accrued expenses - - Cash Provided By (Used In) Operating Activities - - CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for oil and gas properties - - Cash Use In Investing Activities - - Net change in Cash - - Cash and Cash Equivalents - Beginning of period - - Cash and Cash Equivalents - End of period $ - $ - |
The Company and Summary of Si16
The Company and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Oct. 31, 2016 | |
State of incorporation | State of Nevada | |
Date of incorporation | Oct. 12, 2004 | |
Proceed from sale of business | $ 750 | |
Subsidiaries [Member] | ||
Voting interest | 100.00% | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 |
Going Concern Details Narrative | ||||||
Accumulated deficit | $ (28,782,851) | $ (28,782,851) | $ (28,782,851) | $ (28,782,851) | $ (28,782,851) | $ (28,782,851) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 15, 2014 | Oct. 30, 2014 | Jun. 30, 2014 | May 30, 2014 | Oct. 30, 2010 | Oct. 29, 2010 | Oct. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Oct. 29, 2013 | Oct. 31, 2010 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock par or stated value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock shares outstanding | ||||||||||||||||
Common stock, restricted shares | 341,486 | |||||||||||||||
Common stock, restricted shares value | $ 299,133 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Preferred stock shares authorized | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | ||||||||
Dividend rate | 3.00% | |||||||||||||||
Terms of conversion feature | Each share of Series C Preferred Stock may be converted at any time on or before June 30, 2017, into such number of shares of the Companys common stock equal to the Stated Value divided by $1.00 per share | |||||||||||||||
Debt conversion converted amount | $ 1,000,000 | |||||||||||||||
Debt conversion converted instrument shares issued | 1,000,000 | |||||||||||||||
Preferred stock par or stated value | $ 1 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Redemption terms | The Company has the right, at any time after June 30, 2017, to redeem the shares of Series C Preferred Stock, either in whole or in part, at the price of $1.00 per share | |||||||||||||||
Preferred stock shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Beneficial conversion feature, deemed dividend | $ 390,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Preferred stock shares authorized | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | ||||||||
Dividend rate | 3.00% | |||||||||||||||
Terms of conversion feature | Each share of Series B Preferred Stock may be converted at any time on or prior to May 30, 2017 into such number of shares of the Companys common stock equal to the Stated Value divided by $1.00 per share | |||||||||||||||
Preferred stock par or stated value | $ 1 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Redemption terms | The Company has the right, at any time after May 30, 2017, to redeem the Series B Preferred Stock at a price of $1.00 per share | |||||||||||||||
Preferred stock shares outstanding | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||
Beneficial conversion feature, deemed dividend | $ 450,000 | |||||||||||||||
Series B Preferred Stock [Member] | Subscription agreement [Member] | Pacific LNG [Member] | ||||||||||||||||
Debt conversion converted amount | $ 500,000 | |||||||||||||||
Debt conversion converted instrument shares issued | 500,000 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred stock shares authorized | 310,000 | 310,000 | 310,000 | 310,000 | 310,000 | 310,000 | ||||||||||
Conversion price | $ 3.75 | |||||||||||||||
Dividend rate | 8.00% | |||||||||||||||
Description for payment of dividends | The dividends are payable annually on December 31 in cash or additional shares of the Series A Preferred, at the option of the Company | |||||||||||||||
Terms of conversion feature | The Series A Preferred and any accrued and unpaid dividends mandatorily convert into common shares on October 29, 2013 | |||||||||||||||
Common stock shares issued upon conversion of dividends | 826,667 | |||||||||||||||
Preferred stock par or stated value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||||||||
Preferred stock, designated shares | 310,000 | |||||||||||||||
Series A Preferred Stock [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Debt conversion converted amount | $ 2,500,000 | |||||||||||||||
Debt conversion converted instrument shares issued | 250,000 | |||||||||||||||
Series A Preferred Stock [Member] | Convertible Notes Payable [Member] | Warrant [Member] | ||||||||||||||||
Common stock shares issuable upon exercise of convertible securities | 333,333 | |||||||||||||||
Exercise price | $ 6 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Income Taxes Details | ||
Expected tax benefit at 34% | ||
Change in valuation allowance | ||
Actual tax benefit |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | Oct. 31, 2016 | Oct. 31, 2015 |
Deferred Tax Asset | ||
Net operating loss | ||
Oil and gas property interests | ||
Other | ||
Total deferred tax assets | ||
Valuation allowance | ||
Net |
Income taxes (Details 2)
Income taxes (Details 2) | Oct. 31, 2016USD ($) |
Operating Loss Carry forwards | $ 13,136,558 |
2031 [Member] | |
Operating Loss Carry forwards | 2,347,016 |
2032 [Member] | |
Operating Loss Carry forwards | 3,748,939 |
2033 [Member] | |
Operating Loss Carry forwards | 1,438,676 |
2034 [Member] | |
Operating Loss Carry forwards | $ 5,601,927 |
Income taxes (Details Narrative
Income taxes (Details Narrative) | 12 Months Ended |
Oct. 31, 2016USD ($) | |
Income Taxes Details Narrative | |
Statutory federal rate | 34.00% |
Change in valuation allowance | $ 1,035,768 |
Operating Loss Carry forwards | $ 13,136,558 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Purchase Agreement [Member] - CannaLife [Member] | 1 Months Ended |
Jun. 19, 2017USD ($) | |
Cash | $ 750 |
Purchase terms description | The purchase terms include the issuance of shares of Company stock to the unitholders of CannaLife representing 75% control of the Company and an aggregate sum of $750 cash. |
Interim Period Disclosures (Det
Interim Period Disclosures (Details) - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Oct. 31, 2014 |
CURRENT ASSETS | ||||||||||
Cash and cash equivalents | $ 678,940 | |||||||||
Total Current Assets | ||||||||||
Other assets | ||||||||||
TOTAL ASSETS | 0 | 0 | ||||||||
LIABILITIES | ||||||||||
Accounts payable and accrued expenses | ||||||||||
Total Liabilities | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | ||||||||||
Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226, 20,130,226 and 20,130,226 issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively | 20,130 | 20,130 | 20,130 | 20,130 | 20,130 | 20,130 | ||||
Additional paid-in capital | 28,761,221 | 28,761,221 | 28,761,221 | 28,761,221 | 28,761,221 | 28,761,221 | ||||
Accumulated deficit | (28,782,851) | (28,782,851) | (28,782,851) | (28,782,851) | (28,782,851) | (28,782,851) | ||||
Total Stockholder's Deficiency | $ (6,462,963) | |||||||||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY | 0 | 0 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | ||||||||||
Series B Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | 500 | 500 | 500 | 500 | 500 | 500 | ||||
Series C Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Subsequent Event [Member] | ||||||||||
CURRENT ASSETS | ||||||||||
Cash and cash equivalents | ||||||||||
Total Current Assets | ||||||||||
Other assets | ||||||||||
TOTAL ASSETS | ||||||||||
LIABILITIES | ||||||||||
Accounts payable and accrued expenses | ||||||||||
Notes payable - related and other | ||||||||||
Total Liabilities | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Common stock - $0.001 par value, 100,000,000 shares authorized, 20,130,226, 20,130,226 and 20,130,226 issued and outstanding July 31, 2017, April 30, 2017 and January 31, 2017 respectively | 20,130 | 20,130 | 20,130 | |||||||
Additional paid-in capital | 28,761,221 | 28,761,221 | 28,761,221 | |||||||
Accumulated deficit | (28,782,851) | (28,782,851) | (28,782,851) | |||||||
Total Stockholder's Deficiency | ||||||||||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY | ||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | ||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | 500 | 500 | 500 | |||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||
STOCKHOLDERS' DEFICIENCY | ||||||||||
Preferred stock | $ 1,000 | $ 1,000 | $ 1,000 |
Interim Period Disclosures (D25
Interim Period Disclosures (Details) (Parenthetical) - $ / shares | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Oct. 15, 2014 | May 30, 2014 |
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock share issued | |||||||||||||
Preferred stock share, outstanding | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, share issued | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | |||||||
Common stock share, outstanding | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | |||||||
Series A Preferred Stock [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, authorized shares | 310,000 | 310,000 | 310,000 | 310,000 | 310,000 | 310,000 | |||||||
Preferred stock share issued | 0 | 0 | |||||||||||
Preferred stock share, outstanding | 0 | 0 | |||||||||||
Series B Preferred Stock [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | ||||||
Preferred stock, authorized shares | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | 2,217,281 | |||||
Preferred stock share issued | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||||
Preferred stock share, outstanding | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||||||
Series C Preferred Stock [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | ||||||
Preferred stock, authorized shares | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | |||||
Preferred stock share issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock share, outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Subsequent Event [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Common stock, authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock, share issued | 20,130,226 | 20,130,226 | 20,130,226 | ||||||||||
Common stock share, outstanding | 20,130,226 | 20,130,226 | 20,130,226 | ||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, authorized shares | 310,000 | 310,000 | 310,000 | ||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, authorized shares | 2,217,281 | 2,217,281 | 2,217,281 | ||||||||||
Preferred stock share issued | 500,000 | 500,000 | 500,000 | ||||||||||
Preferred stock share, outstanding | 500,000 | 500,000 | 500,000 | ||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||||||||||
STOCKHOLDERS' DEFICIENCY | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, authorized shares | 1,750,000 | 1,750,000 | 1,750,000 | ||||||||||
Preferred stock share issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock share, outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
Interim Period Disclosures (D26
Interim Period Disclosures (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Jul. 31, 2015 | Apr. 30, 2017 | Apr. 30, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
REVENUE | ||||||||||||||
OPERATING EXPENSES | ||||||||||||||
Loss from Operations | ||||||||||||||
OTHER EXPENSES | ||||||||||||||
Interest expense | (471,415) | (471,415) | ||||||||||||
Income (loss) from discontinued operations | 7,481,949 | 6,612,625 | (6,635,125) | |||||||||||
Net income (loss) | 7,481,949 | 6,141,210 | 6,163,710 | |||||||||||
Preferred stock dividends | (22,500) | $ 22,500 | ||||||||||||
Net income (loss) attributable to common shareholders | $ 7,481,949 | $ 6,118,710 | ||||||||||||
Loss Per Share attributable to common shareholders | ||||||||||||||
Basic and fully diluted | $ 0.33 | $ 0 | $ 0.33 | |||||||||||
Weighted Average Shares Outstanding Basic and fully diluted | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | |||||
Subsequent Event [Member] | ||||||||||||||
REVENUE | ||||||||||||||
OPERATING EXPENSES | ||||||||||||||
Loss from Operations | ||||||||||||||
OTHER EXPENSES | ||||||||||||||
Interest expense | ||||||||||||||
Income (loss) from discontinued operations | ||||||||||||||
Net income (loss) | ||||||||||||||
Preferred stock dividends | ||||||||||||||
Net income (loss) attributable to common shareholders | ||||||||||||||
Loss Per Share attributable to common shareholders | ||||||||||||||
Basic and fully diluted | ||||||||||||||
Weighted Average Shares Outstanding Basic and fully diluted | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 | 20,130,226 |
Interim Period Disclosures (D27
Interim Period Disclosures (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Jul. 31, 2015 | Apr. 30, 2017 | Apr. 30, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
CASH FLOWS FROM OPERATING EXPENSES | ||||||||||||||
Net income (loss) | $ 7,481,949 | $ 6,141,210 | $ 6,163,710 | |||||||||||
Adjustments to reconcile net cash used in operating activities | ||||||||||||||
Net income from discontinued operations | (7,481,949) | (6,612,625) | 6,635,125 | |||||||||||
Accounts payable and accrued expenses | 21,727 | 44,227 | ||||||||||||
Cash Used in Operating Activities | (449,688) | (449,688) | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
Cash paid for oil and gas properties | (229,252) | 229,252 | ||||||||||||
Cash Used In Investing Activities | (229,252) | (229,252) | ||||||||||||
Net change in Cash | (678,940) | (678,940) | ||||||||||||
Cash and Cash Equivalents - Beginning of year | 678,940 | 678,940 | ||||||||||||
Cash and Cash Equivalents - End of year | ||||||||||||||
Supplemental disclosures | ||||||||||||||
Cash paid for interest | 168,161 | |||||||||||||
Cash paid for income taxes | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||
CASH FLOWS FROM OPERATING EXPENSES | ||||||||||||||
Net income (loss) | ||||||||||||||
Adjustments to reconcile net cash used in operating activities | ||||||||||||||
Net income from discontinued operations | ||||||||||||||
Accounts payable and accrued expenses | ||||||||||||||
Cash Used in Operating Activities | ||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
Cash paid for oil and gas properties | ||||||||||||||
Cash Used In Investing Activities | ||||||||||||||
Net change in Cash | ||||||||||||||
Cash and Cash Equivalents - Beginning of year | ||||||||||||||
Cash and Cash Equivalents - End of year | ||||||||||||||
Supplemental disclosures | ||||||||||||||
Cash paid for interest | ||||||||||||||
Cash paid for income taxes |