Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 17, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Petrolia Energy Corporation | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 79,034,505 | ||
Entity Public Float | $ 2,354,721 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,368,637 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 68,648 | $ 3,091 |
Accounts receivable | 199,003 | 48,633 |
Other current assets | 31,192 | 31,049 |
Total current assets | 298,843 | 82,773 |
Property & equipment | ||
Evaluated properties | 13,465,387 | 4,733,853 |
Furniture, equipment & software | 200,416 | 108,234 |
Less accumulated depreciation | (1,119,708) | (1,045,644) |
Net property and equipment | 12,546,095 | 3,796,443 |
Other Assets | ||
Intangible assets | 49,886 | 0 |
Note receivable | 316,800 | 316,800 |
Total Assets | 13,211,624 | 4,196,016 |
Current liabilities | ||
Accounts payable | 352,241 | 169,564 |
Accrued liabilities | 494,983 | 133,398 |
Debt short term | 275,000 | 0 |
Convertible debt - related party (net of unamortized discount $0, $171,573) | 550,000 | 378,427 |
Current maturities of installment notes payable | 26,186 | 21,144 |
Note payable – related parties | 1,287,980 | 192,875 |
Total current liabilities | 2,986,390 | 895,408 |
Asset retirement obligations | 322,710 | 213,328 |
Installment note payable | 0 | 6,652 |
Note payable to related party – long term | 2,904,020 | 0 |
Total Liabilities | 6,213,120 | 1,115,388 |
Stockholders’ Equity | ||
Preferred stock, $.10 par value; 1,000,000 shares authorized; No shares issued & outstanding | 0 | 0 |
Common stock, $.001 par value; 150,000,000 shares authorized; 79,034,505 and 42,839,958 shares issued and outstanding | 79,034 | 42,840 |
Additional paid in capital | 14,887,090 | 9,129,629 |
Accumulated deficit | (7,967,620) | (6,091,841) |
Total Stockholders’ Equity | 6,998,504 | 3,080,628 |
Total Liabilities and Stockholders’ Equity | $ 13,211,624 | $ 4,196,016 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Convertible debt, discount (in Dollars) | $ 0 | $ 171,573 |
Preferred stock, par value (in Dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 79,034,505 | 42,839,958 |
Common stock, shares outstanding | 79,034,505 | 42,839,958 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Oil and gas sales | $ 123,246 | $ 187,976 |
Equipment sales to related party | 198,000 | 0 |
Total Revenue | 321,246 | 187,976 |
Operating expenses | ||
Cost of equipment sold | 33,330 | 0 |
Lease operating expense | 304,199 | 250,303 |
General and administrative expenses | 1,433,182 | 706,456 |
Depreciation, depletion and amortization | 74,065 | 94,964 |
Asset retirement obligation accretion | 38,998 | 11,856 |
Impairment of oil & gas properties | 0 | 668,073 |
Total Operating Expense | 1,883,774 | 1,731,652 |
Loss from Operations | (1,562,528) | (1,543,676) |
Interest (expense) | (359,239) | (241,778) |
Other income (expense) | 60,324 | 38,719 |
Loss on warrants issued for PORRI | (14,336) | 0 |
Loss on conversion of debt | 0 | (109,879) |
Total other income (expense) | (313,251) | (312,938) |
Net loss from continuing operations before taxes | (1,875,779) | (1,856,614) |
Income tax provision (benefit) | 0 | 0 |
Net Loss | $ (1,875,779) | $ (1,856,614) |
Loss per share | ||
(Basic and fully diluted) (in Dollars per share) | $ (0.03) | $ (0.07) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 54,541,922 | 24,875,600 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Cash Flows from Operating Activities | ||||
Net Loss | $ (1,875,779) | $ (1,856,614) | ||
Adjustment to reconcile net loss to net cash Used in operating activities: | ||||
Depreciation and amortization | 74,065 | 94,964 | ||
Accretion of debt discount | 171,573 | 152,980 | ||
Finance fee for extension on note payable | 79,223 | 37,500 | ||
Impairment of oil & gas properties | 0 | 668,073 | ||
Loss on conversion of debt | 0 | 109,879 | ||
Cost of warrants issued for PORRI | 14,336 | 0 | ||
Loss on disposal of assets | 0 | 497 | ||
Debt Issuance costs | 38,622 | 0 | ||
Asset retirement obligation accretion | 38,998 | 11,856 | ||
Stock-based compensation expense-employees | 150,790 | 185,395 | ||
Stock-based compensation expense-consultants and directors | 209,125 | 0 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | (150,370) | (22,457) | ||
Inventory | 33,330 | 0 | ||
Other assets | (143) | 9,752 | ||
Accounts payable | 302,821 | 70,139 | ||
Accrued liabilities | 161,586 | 81,707 | ||
Deferred salaries | 200,000 | 40,000 | ||
Net cash used in operating activities | (551,823) | (416,329) | ||
Cash Flows from Investing Activities | ||||
Cash acquired from investment in Askarii | 114 | 0 | ||
Proceeds from sale of property and equipment | 30,000 | 4,029 | ||
Purchase of fixed assets | (93,476) | (19,854) | ||
Cash used in investing activities | (63,362) | (15,825) | ||
Cash Flows from Financing Activities | ||||
Proceeds from shareholder advances | 388,000 | 134,000 | ||
Proceeds from issuance of common stock | 111,352 | 302,000 | ||
Payments of shareholder advances | (92,000) | [1] | (8,000) | |
Payments on notes payable | (1,610) | (17,443) | ||
Proceeds from short term loans | 275,000 | 0 | ||
Cash provided by financing activities | 680,742 | 410,557 | ||
Net change in cash and cash equivalents | 65,557 | (21,597) | ||
Cash and cash equivalents | ||||
Beginning of period | 3,091 | 24,688 | ||
End of period | 68,648 | 3,091 | ||
SUPPLEMENTAL DISCLOSURES | ||||
Interest paid | 33,088 | 5,660 | ||
Income taxes paid | 0 | 0 | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||||
Debt conversion, original debt amount | [2] | 150,000 | ||
Note payable for oil & gas properties | 4,000,000 | 0 | ||
Initial recognition of asset retirement obligations | 70,384 | 26,201 | ||
Change in estimated cash flows from asset retirement obligation | 0 | 75,096 | ||
Fair value of stock issued for oil properties | 4,773,186 | 719,903 | ||
Shares Issued as Settlement of Accounts Payable [Member] | ||||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||||
Debt conversion, original debt amount | 120,146 | 0 | ||
Shares Issued for Conversion of Debt [Member] | ||||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||||
Debt conversion, original debt amount | 146,875 | 316,800 | ||
Shares Issued as Payment of Shareholder Advances [Member] | ||||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||||
Debt conversion, original debt amount | $ 150,000 | $ 130,000 | ||
[1] | Funds that were paid in cash by the Company to various related parties to reimburse for funds that were previously loaned as a shareholder advances. | |||
[2] | Shares were issued to extinguish outstanding liabilities of the Company. These liabilities could be outstanding shareholder advances, pre-bridge working capital loans or service related accounts payable. |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Director [Member]Additional Paid-in Capital [Member] | Director [Member] | Employee [Member]Common Stock [Member] | Employee [Member]Additional Paid-in Capital [Member] | Employee [Member] | Stock Issued for Note Receivable [Member]Common Stock [Member] | Stock Issued for Note Receivable [Member]Additional Paid-in Capital [Member] | Stock Issued for Note Receivable [Member] | Stock Issued for Note Extension [Member]Common Stock [Member] | Stock Issued for Note Extension [Member]Additional Paid-in Capital [Member] | Stock Issued for Note Extension [Member] | Warrants Granted for Note Extension [Member]Additional Paid-in Capital [Member] | Warrants Granted for Note Extension [Member] | Warrants Issued for Loans [Member]Additional Paid-in Capital [Member] | Warrants Issued for Loans [Member] | Warrants Granted to PORRI [Member]Additional Paid-in Capital [Member] | Warrants Granted to PORRI [Member] | Conversion of Shareholder Advances [Member]Common Stock [Member] | Conversion of Shareholder Advances [Member]Additional Paid-in Capital [Member] | Conversion of Shareholder Advances [Member] | Settlement of Payables [Member]Common Stock [Member] | Settlement of Payables [Member]Additional Paid-in Capital [Member] | Settlement of Payables [Member] | Extinguishment of Debt [Member]Common Stock [Member] | Extinguishment of Debt [Member]Additional Paid-in Capital [Member] | Extinguishment of Debt [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 19,353 | $ 7,351,640 | $ (4,235,227) | $ 3,135,766 | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2014 | 19,353,152 | |||||||||||||||||||||||||||||
Shares issued for services | $ 1,100 | 52,178 | 53,278 | |||||||||||||||||||||||||||
Shares issued for services (in Shares) | 1,100,000 | |||||||||||||||||||||||||||||
Stock-based compensation | $ 132,117 | $ 132,117 | ||||||||||||||||||||||||||||
Repurchase and cancellation of common shares | $ (400) | 400 | ||||||||||||||||||||||||||||
Repurchase and cancellation of common shares (in Shares) | (400,000) | |||||||||||||||||||||||||||||
Shares issued related to acquisitions | $ 10,587 | 709,316 | 719,903 | |||||||||||||||||||||||||||
Shares issued related to acquisitions (in Shares) | 10,586,806 | |||||||||||||||||||||||||||||
Shares issued for note receivable | $ 6,000 | $ 310,800 | $ 316,800 | $ 500 | $ 37,000 | $ 37,500 | ||||||||||||||||||||||||
Shares issued for note receivable (in Shares) | 6,000,000 | 500,000 | ||||||||||||||||||||||||||||
Shares issued for cash | $ 4,100 | 297,900 | 302,000 | |||||||||||||||||||||||||||
Shares issued for cash (in Shares) | 4,100,000 | |||||||||||||||||||||||||||||
Shares issued for debt | $ 1,600 | $ 238,278 | $ 239,878 | $ 130,000 | ||||||||||||||||||||||||||
Shares issued for debt (in Shares) | 1,600,000 | |||||||||||||||||||||||||||||
Net Loss | (1,856,614) | (1,856,614) | ||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 42,840 | 9,129,629 | (6,091,841) | 3,080,628 | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2015 | 42,839,958 | |||||||||||||||||||||||||||||
Stock-based compensation | $ 209,125 | $ 209,125 | $ 800 | $ 149,990 | $ 150,790 | |||||||||||||||||||||||||
Stock-based compensation (in Shares) | 800,000 | |||||||||||||||||||||||||||||
Shares issued related to acquisitions | $ 28,809 | 4,744,377 | 4,773,186 | |||||||||||||||||||||||||||
Shares issued related to acquisitions (in Shares) | 28,808,985 | |||||||||||||||||||||||||||||
Warrants issued | $ 79,223 | $ 79,223 | $ 38,622 | $ 38,622 | $ 14,336 | $ 14,336 | ||||||||||||||||||||||||
Shares issued for cash | $ 1,625 | 109,727 | 111,352 | |||||||||||||||||||||||||||
Shares issued for cash (in Shares) | 1,625,000 | |||||||||||||||||||||||||||||
Shares issued for debt | $ 1,910 | $ 148,090 | $ 150,000 | $ 1,581 | $ 118,565 | $ 120,146 | $ 1,469 | $ 145,406 | $ 146,875 | |||||||||||||||||||||
Shares issued for debt (in Shares) | 1,910,714 | 1,581,098 | 1,468,750 | |||||||||||||||||||||||||||
Net Loss | (1,875,779) | (1,875,779) | ||||||||||||||||||||||||||||
Balance at Dec. 31, 2016 | $ 79,034 | $ 14,887,090 | $ (7,967,620) | $ 6,998,504 | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2016 | 79,034,505 |
NOTE 1. ORGANIZATION
NOTE 1. ORGANIZATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1. ORGANIZATION Petrolia Energy Corporation (“we”, “us”, and the “Company”) was formed for the purpose of oil and gas exploration, development, and production. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission (“SEC”). |
NOTE 2. SUMMARY OF SIGNIFICANT
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Management Estimates — Significant estimates made in preparing these financial statements include asset retirement obligations , income and the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom (Note 12). Reclassifications Cash and Cash Equivalents Oil and Gas Properties The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized as depreciation, depletion and amortization expense using the units-of-production method based on estimated proved recoverable oil and gas reserves. The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful. All items classified as unproved property are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of various factors, including, but not limited to, the following: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; assignment of proved reserves; and economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization. Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent (10%), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the un-weighted arithmetic average of the first day of the month price for each month within the 12 month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period. There was no impairment during the year ended December 31, 2016. In 2015, there was an impairment of $668,073 which was primarily due to the decrease in oil prices during the year. Given the volatility of oil and gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline in the future, even if only for a short period of time, it is possible that impairments of oil and gas properties could occur. In addition, it is reasonably possible that impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved oil and gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved oil and gas reserves. Revenue Recognition Receivables and allowance for doubtful accounts Asset Retirement Obligations Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. Debt Issuance Costs — Costs incurred in connection with the issuance of long-term debt are presented as a direct deduction from the carrying value of the related debt and amortized over the term of the related debt. Stock-Based Compensation — The Company may grant stock to employees and contractors in exchange for services rendered. Income Taxes Income Taxes Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. There are currently no unrecognized tax benefits that if recognized would affect the tax rate. There was no interest or penalties recognized for the twelve months ended December 31, 2016 and 2015. The Company is required to file federal income tax returns in the United States and in various state and local jurisdictions. The Company’s tax returns filed since the 2012 tax year are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. Furniture, equipment, and software Earnings (Loss) Per Share Concentration of Credit Risk — The Company is subject to credit risk resulting from the concentration of its oil receivables with significant purchasers. Two purchasers accounted for all of the Company’s oil sales revenues for 2016 and 2015. The Company does not require collateral. While the Company believes its recorded receivable will be collected, in the event of default the Company would follow normal collection procedures. The Company does not believe the loss of a purchaser would materially impact its operating results as oil is a fungible product with a well-established market and numerous purchasers. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit ratings and concentration of risk with these financial institutions on a continuing basis to safeguard cash deposits. Fair Value Measurements — The carrying value of cash and cash equivalents, accounts receivable, and accounts payable, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. Related Party Intangible Assets Equipment Sales Recent Accounting Pronouncements The Company has evaluated all the recent accounting pronouncements through the filing date and believes that none of them will have a material effect on the Company. |
NOTE 3. GOING CONCERN
NOTE 3. GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3. GOING CONCERN The Company has suffered recurring losses from operations and currently a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We plan to generate profits by drilling productive oil or gas wells. However, we will need to raise the funds required to drill new wells through the sale of our securities, through loans from third parties or from third parties willing to pay our share of drilling and completing the wells. We do not have any commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to cease operations. We may not be successful in raising the capital needed to drill oil or gas wells. Any wells that we may drill may not be productive of oil or gas. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty. |
NOTE 4. NOTE RECEIVABLE
NOTE 4. NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 4. NOTE RECEIVABLE The Company purchased a Note Receivable from Blue Sky New Mexico, Inc. (“BSNM”) on November 4, 2015 with a face value of $1,300,000. BSNM had previously purchased this note from the Bankruptcy Trustee, it was an asset of the Orbit Petroleum bankruptcy liquidation. The Company issued six million (6,000,000) shares of common stock as consideration for the note. The dollar value of the shares on this date was $316,800, specifically 6,000,000 shares at a market price of $0.528 per share. The note bears an annual simple interest rate that accrues at the rate of 10%. The note is secured by mortgages on the Twin Lakes oil and gas leases. On November 4, 2015, the note was past due and is considered to be in default. In February 2017, the Company included the note as consideration for the purchase of a 60% working interest in TLSAU, so it is no longer outstanding. See Note 13 for further explanation. |
NOTE 5. RELATED PARTY TRANSACTI
NOTE 5. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5. RELATED PARTY TRANSACTIONS During 2015, shareholder advances of $184,000 were made to the Company ($134,000 in cash, $50,000 in a non-cash part of the Twin Lakes purchase). During 2015, $8,000 of those advances were repaid in cash. The $50,000 non-cash payment resulted from the issuance of 800,000 shares at a price of $0.06 per share. At year end, the balance of $46,000 remained outstanding but was repaid during the first quarter of 2016. See Note 6 for table that reports 2016 balances and activity. The Company has granted 488,895 restricted shares to David N. Baker, former CEO and Director of the Company, which were not vested on December 31, 2014. After his resignation on February 28, 2015, 400,000 of these shares were voided and returned to the treasury. Stock based compensation of $33,778 was recorded related to shares issued to David N. Baker, former CEO and Director of the Company, during the three months ended March 31, 2015. On May 1, 2015, the Company commenced a private offering of its securities under Regulation D to accredited investors and twenty two (22) total units were sold to accredited investors and related parties. Mr. Leo Womack, Chairman of the Company, Mr. Lee Lytton, a Director of the Company and Mr. Joel Oppenheim, a Director of the Company purchased shares to offset advances. See Note 6 for financial related details related to all purchases. On June 11, 2015, our board of directors agreed to issue Joel Oppenheim 100,000 shares of our restricted common stock at a price of $0.11 per share in consideration for agreeing to serve on our board of directors On September 1, 2015, the Company commenced a private offering of its securities under Regulation D to accredited investors. Each unit is comprised of 100,000 shares of common stock at a price of $0.06 cents per share and one warrant to purchase an additional 100,000 shares of common stock at a price of $0.10 cents per share at any time prior to August 31, 2018. As of December 31, 2015 twenty seven (27) units had been subscribed for and 2,700,000 shares of common stock had been purchased. Included in the twenty seven units was a purchase of 200,000 shares by Mr. Joel Oppenheim, 200,000 shares by Mr. Lee Lytton, and 800,000 shares by Mr. Zel C. Khan, the CEO of the Company. Mr. Khan’s shares were valued at $48,000 and 800,000 warrants were valued at $21,107 resulting in a loss on conversion of $19,079. . This offering was closed on May 31, 2016. On September 23, 2015, the Board of Directors granted Leo B. Womack, the Chairman of the Board of Directors of the Company an option to purchase 1 million shares of the Company’s common stock at an exercise price of $0.06 per share, which vests on January 1, 2016, and is exercisable for 36 months thereafter. The Board also granted Lee Lytton and Joel Oppenheim, members of the Board of Directors each an option to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.06 per share, which vest on January 1, 2016, and are exercisable for 36 months thereafter. The fair value of the options granted on September 23, 2015 is $129,216. The total amount of the options was expensed in 2015. On September 23, 2015, the Company’s Board of Directors agreed to issue Mr. Zel C. Khan, the CEO and President of the Company, 1,000,000 shares of the Company’s restricted common stock in consideration for entering into an employment agreement with the Company. The value of the award on the issuance date was $68,000. In 2015, $8,500 of this award was expensed in 2015. In 2016, $34,000 of this award was expensed. The remaining award amount at 2016 year end is $25,500. The Company will issue one warrant to purchase one share of the Company’s restricted common stock at an exercise price of $0.20 cents per share for each dollar of Mr. Khan’s gross salary that is deferred. The Warrants will have a term of 36 months from date of grant, which will be issued quarterly. During 2015, 40,000 warrants were issued related to the gross salary deferral. During 2016, 160,000 warrants at a fair value of $17,704 were issued related to the gross salary deferral. At December 31, 2016, a cumulative balance of 200,000 warrants had been issued to Mr. Khan’s relating to his gross salary deferral. The Company acquired a 10% working interest in the SUDS field located in Creek County Oklahoma on September 23, 2015, in exchange for 10,586,805 shares of restricted common stock. Based on the then current market value of our common stock, $0.068 per share, the price paid was $719,903 or $4.77 dollars per barrel of oil (Bbl). Concurrently with the purchase, Jovian agreed to assign to the Company all rights to be the operator of the SUDS unit under a standard operating agreement. During 2015, a total of 1,600,000 shares were issued through the conversion of debt, along with 1,600,000 warrants with an exercise price of $0.10 per share. These conversions resulted in a total of $130,000 being repaid through the issuance of the equity. The total corresponding loss on conversion of the debt was $109,879, which was primarily resulting from the valuation of the warrants. (See Note 7. EQUITY for the details of these transactions) On November 4, 2015, the Company acquired a 15% net working interest in the TLSAU field located in Chavez County, New Mexico (the “Net Working Interest”) and all operating equipment on the field. The total purchase price for the acquisition of the Net Working Interest and equipment rights was $196,875. In addition, a $1.3 M face value BSNM note was purchased for $316,800 (6,000,000 shares or .0528 per share). Beginning February 1, 2016, the Company sponsored the SUDS 1% Term Overriding Royalty Interest (“PORRI”) offering on behalf of the SUDS field to raise $300,000. Under the terms of the Company offering, investors will receive 1% of the gross revenue from the field monthly, based on their investment of $20,000 until such time as they receive a cumulative revenue amount of $30,000. With each unit purchased, a warrant to purchase 10,000 shares of Company’s common stock was granted with an exercise price of $0.10 per share, and an expiration date of February 28, 2019. At the end of the second quarter of 2016, the $300,000 offering had been received which resulted in the granting of warrants to purchase 150,000 shares of common stock. The following affiliated investors each purchased one (1) unit in the offering: Joel Oppenheim, Jovian, Lee Lytton, Paul Deputy and Leo Womack, cumulatively receiving 50,000 warrants. The fair value of all 150,000 SUDS related warrants was $14,336 based on a $0.06 per share valuation, volatility of 235%, a discount rate of 1.09%, over a 3 year term. This fair value was accounted for as a loss on the conveyance. In addition, to properly account for the Company’s 10% working interest owner in the SUDS field, $30,000 was offset against the full cost pool of Oil & Gas Properties. The Company through its wholly-owned subsidiary Askarii sold pump jacks to the other owners of the SUDS properties (before the Company’s September 2016 acquisition of the 90% working interest), totaling $198,000 for the year ended December 31, 2016. Askarii booked a profit of $164,670 on the sale of pump jacks to the other owners of the SUDs properties. On February 10, 2016, a shareholder provided an advance of $20,000 in order to temporarily fund the Company’s working capital needs. On April 1, 2016, in order to compensate the shareholder, the Company issued 285,714 shares in consideration for forgiveness of the debt in full. The valuation of the issuance was $20,000, based on 285,714 shares valued at $0.07 per share on April 1, 2016. On March 11, 2016, the Board of Directors granted Leo B. Womack, the Chairman of the Board of Directors of the Company an option to purchase 1 million shares of the Company’s common stock at an exercise price of $0.06 per share, which vests on January 1, 2017, and is exercisable for 36 months thereafter. The Board also granted Lee Lytton and Joel Oppenheim, members of the Board of Directors each an option to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.06 per share, which vests on January 1, 2017, and is excisable for 36 months thereafter. The fair value of the options granted on March 11, 2016 is $115,045. Effective April 18, 2016, Quinten Beasley was compensated for his Board service during 2016 through a grant of 500,000 warrants to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.07 per share, which vested immediately, and is exercisable for 36 months thereafter. The fair value of the warrants is $41,891 based on a $0.08 valuation, volatility of 235%, a discount rate of 1.09% and a 3 year term. The total amount of the warrants was expensed in 2016. These warrants are subject to a claw-back provision which would be ratably invoked if a director did not complete his 2016 service term. On May 2, 2016, the Company paid off its outstanding Promissory Note to Blue Sky NM (“BSNM”) for $146,875. This Note was created when the 15% working interest in the Twin Lakes field was purchased in November of 2015. The payoff was made by issuing 1,468,750 shares of the Company’s restricted common stock. Based on the market value of the stock on May 2, 2016 of $0.10, the value of the transaction was $146,875 and resulted in no gain or loss. In addition, a cash payment of $4,869 was made to pay off the remaining outstanding interest. On May 31, 2016, in exchange for a cash payment of $48,000, the Company issued 8 units or 800,000 shares to the current CFO as part of, and under the terms of, the September 1, 2015 private offering. The shares were issued at a price of $0.06 per share and included warrants to purchase an additional 800,000 shares of common stock at a price of $0.10 cents per share at any time prior to August 5, 2018. This represented the final sale under this offering. On June 24, 2016, the Company purchased a 2007 Toyota Tundra vehicle for $10,625 from Jovian Petroleum Corporation. It is being used for field operations. During July 2016, payments of $7,000 were made against the outstanding balance. There was no promissory note created for the remaining outstanding balance of $3,264, and both parties agreed for the balance to be paid when funds become available. The truck’s estimated useful life is 5 years. On July 13, 2016, the Company issued warrants to purchase 60,000 shares of common stock. The warrants were related loans provided by investors to the purchase a pulling rig. The fair value of all of the warrants was $3,744 at an exercise price of $0.06 per share, expiring on July 13, 2019. The following affiliated investors each received 10,000 warrants related to their loans: Joel Oppenheim - Director, Lee Lytton - Director, Paul Deputy – CFO, Leo Womack – Board Chairman and Quinten Beasley - Director. On August 18, 2016, Paul M. Deputy was appointed Chief Financial Officer (“CFO”) of the Company and entered into an employment agreement with the Company effective July 1, 2016 to serve as Chief Financial Officer for an initial term of twelve (12) months (automatically renewable thereafter for additional one year terms). The agreement provides that the Company will pay Mr. Deputy $140,000 per year. After 90 days the Board has chosen to issue Mr. Deputy’s one warrant for each dollar of gross salary that is deferred. The exercise price of the warrants is the market price of the Company’s shares at each quarter end. The Company granted Mr. Deputy options to purchase 550,000 shares of the Company’s restricted common stock at a value of $26,096 with an exercise price of $0.077 per share with a term of three (3) years beginning July 1, 2016, as a signing bonus. These warrants were recognized as stock compensation expense. In association with Mr. Deputy’s employment agreement dated July 1, 2016, the Company issued one warrant to purchase one share of the Company’s restricted stock at the exercise price at quarter end for each dollar of Mr. Deputy’s deferred gross salary for the year ended 2016. Mr. Deputy’s total accrued salary at December 31, 2016 was $52,520. The Company granted warrants to purchase 46,666 shares of common shares for year ended 2016. The warrants have a term of 36 months from their issuance date. The fair value of all four quarter’s warrants was $7,090, based on a $0.14 price per share valuation, volatility of 317%, a discount rate of 1.09% and a 3 year term. The warrants were recognized as stock compensation expense. On August 17, 2016, the Company issued warrants to purchase 10,000 shares of common stock. The warrants were related to Bridge loans – working capital notes that were not paid timely. The agreement stated that lenders would be paid a 10% warrant coverage. At August 17, 2016, Director Joel Oppenheim was had a balance due of $100,000 and was issued 10,000 warrants. The fair value of these warrants was $1,588 at an exercise price of $0.09 per share, expiring on August 17, 2019. On August 18, 2016 the Board of Directors issued the CFO 500,000 shares of the Company’s restricted common stock for a signing bonus. The shares were issued at current market price of $0.077 per share on August 17, 2016 at a value of $38,500 and recorded as stock based compensation. On August 18, 2016 the Board of Directors granted Joel Oppenheim options to purchase 300,000 shares of the Company’s restricted common stock at an exercise price of $0.077 per share and have a term of three (3) years beginning August 17, 2016 at a value of $23,028 as compensation for arranging and guaranteeing certain bank relationships for the Company. On August 25, 2016, in consideration for the cancellation of $12,000 of accounts payable, the Company issued 150,000 shares at a valuation of $12,000 priced at $0.08 per share, to Director Quinten Beasley. On August 25, 2016, in consideration for the cancellation of debts incurred, the Company issued 250,000 shares to Director Joel Oppenheim. These shares had a valuation of $20,000 and were priced at $0.08 per share. On August 25, 2016, in consideration for the cancellation of $56,107 of accounts payable and $110,000 of debts incurred, the Company issued 2,076,000 shares at a valuation of $166,107 priced at $0.08 per share, to the CFO. During the 2 nd rd nd On September 28, 2016 the Company issued 24,308,985 shares of its restricted common stock to SUDS Properties LLC., a related party, to acquire an additional 40% working interest ownership As a result of the exchange, SUDS became a wholly-owned subsidiary of the Company. The purchase price of the shares equates to a $4,373,186 value, based on the $0.1799 per share market price of Petrolia’s shares on September 28, 2016 (the effective date of the transaction). On September 28, 2016, the Company acquired an additional 50% working interest ownership from Jovian Resources LLC for $4,000,000 in debt. Specifically, a Promissory Note payable for $1,000,000 as outlined above in Note 4. In addition, a Production Payment Note for $3,000,000 will be paid out net revenues received by the purchaser. See Note 6 for additional details of this transaction. The final purchase price allocation of the combined transactions is as follows: oil and gas properties acquired $8,401,318, asset retirement obligation assumed of $28,132. During the nine months ended September 30, 2016, two directors were granted warrants to purchase 31,250 shares of common stock in exchange for providing collateral to a bank to collateralize the Company’s letters of credit. The value of the warrants was $2,629 with an exercise price of each warrant is $0.06 per share and they expire three (3) years from their grant date. The value of these warrants was recorded as debt issuance costs on the date of the grant. The Board authorized the Company to allow all outstanding warrant-holders to exercise their outstanding warrants at a 20% discount. In October 2016, four (4) warrant holders exercised a total of 825,000 warrants by remitting payments of $63,352 at an average share price of $0.095 per shares. Director Lee Lytton exercised 10,000 warrants (included in the total above) by remitting a payment of $472 at a share price of $0.059 per share. Director Joel Oppenheim exercised 300,000 warrants by remitting payment of $18,480 at a share price of $0.06 per share. On December 31, 2016, the Company issued warrants to purchase 500,000 shares of Company common stock to extend the due date on Rick Wilber’s Notes, based on the Amendment to the Agreement. (See Exhibit 99.2) These warrants were valued at $79,223 and have an exercise price of $0.15 and expire on December 31, 2021. |
NOTE 6. NOTES PAYABLE
NOTE 6. NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6. NOTES PAYABLE Convertible Debt – Related Party On June 17, 2013, the Company entered into a Convertible Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”) with Rick Wilber. Pursuant to the Purchase Agreement, the Company agreed to sell, and Mr. Wilber agreed to buy, for aggregate consideration of $350,000, a convertible secured promissory note in the principal amount of $350,000 (the “Note”) convertible at $0.30 per share, and a warrant to purchase 1,000,000 shares of the Company’s common stock (the “Warrant”) at an exercise price of $0.80 per share. The Warrant vests immediately and has a term of 10 years. The relative fair value of the Warrant was determined to be $148,925, which was recorded as a debt discount. The intrinsic value of the beneficial conversion feature of the note was determined to be $102,259 and was recorded as a debt discount. The debt discounts are being amortized over the life of the Note using the effective interest method. The effective interest rate was 53.7%. The $350,000 balance is due June 17, 2016. The Note’s due date has been extended until June 30, 2017. On September 30, 2013, the Company entered into a Convertible Secured Note and Warrant Purchase Agreement (the “September Purchase Agreement”) with Rick Wilber. Pursuant to the September Purchase Agreement, the Company agreed to sell, and Mr. Wilber agreed to buy, for aggregate consideration of $100,000, a convertible secured promissory note in the principal amount of $100,000 (the “September Note”) convertible at $0.30 per share, and a warrant to purchase 285,000 shares of the Company’s common stock (the “September Warrant”) at an exercise price of $0.80 per share. The September Warrant vests immediately and has a term of 10 years. The relative fair value of the September Warrant was determined to be $46,022 which was recorded as a debt discount. The intrinsic value of the beneficial conversion feature of the September Note was determined to be $46,022 and was recorded as a debt discount. The debt discounts are being amortized over the life of the September Note using the effective interest method. The effective interest rate was 119.7%. The $100,000 balance is due September 30, 2016. The September Note’s due date has been extended to June 30, 2017. In order to extend the September Note’s due date and based on the Amendment to the Agreement, warrants to purchase 500,000 shares of Company common stock were issued by the Company. (See Exhibit 99.2) These warrants were valued at $79,223 and have an exercise price of $0.15 and expire on December 31, 2021. On December 31, 2013, the Company entered into a Convertible Secured Note and Warrant Purchase Agreement (the “December Purchase Agreement”) with Rick Wilber. The September Note was consolidated into the December Purchase Agreement. Pursuant to the December Purchase Agreement, in addition to the proceeds of the September Note, the Company agreed to sell, and Mr. Wilber agreed to buy, for aggregate consideration of $100,000, a convertible secured promissory note in the principal amount of $100,000 (the “December Note”) convertible at $0.30 per share, and a warrant to purchase 285,000 shares of the Company’s common stock (the “December Warrant”) at an exercise price of $0.80 per share. The December Warrant vests immediately and has a term of 10 years. The relative fair value of the December Warrant was determined to be $49,873 which was recorded as a debt discount. The intrinsic value of the beneficial conversion feature of the December Note was determined to be $50,127 and was recorded as a debt discount. The debt discounts are being amortized over the life of the December Note using the effective interest method. The effective interest rate was 132.2%. The $100,000 balance is due September 30, 2016. The December Note’s due date has been extended to June 30, 2017 During the years ended December 31, 2016 and 2015, the Company amortized $171,573 and 152,980 of the total discounts on the three transactions above to interest expense. At December 31, 2016 the discount was fully amortized, and the ending note payable-related party balance was $550,000; resulting in net convertible debt-related party of $550,000. Convertible Debt – (non related parties) Convertible Bridge Notes On July 25, 2016 the Company entered into Promissory Notes for $75,000 with accredited investors. The notes bear interest at 10% per annum and mature on July 31, 2017. If the Company completes a qualified offering prior to July 31, 2017, the notes and accrued interest will automatically convert into the common shares at an 80% conversion rate. If not converted earlier, the principal and interest on the Note will convert into shares at the rate of $0.10 per share at maturity Promissory Notes – non convertible (related parties) On November 4, 2015 the Company executed a Promissory Note for $146,875 related to the TLSAU acquisition. The note was due on December 31, 2015 and accrues at a rate of 10% per annum and the repayment of the note is secured by 1,000,000 shares of restricted stock of the Company. The Company exercised its one time right for a 6 month extension of the maturity date of the note by issuing BSNM 500,000 additional shares of restricted Company stock The 500,000 shares were issued at a price of $0.75 per share at a value of $37,500. On May 2, 2016, the Company paid off its outstanding Promissory Note to BSNM for $146,875. The payoff was made through the issuance of 1,468,750 shares of Company common stock. Based on the market value of the stock on May 2, 2016 of $0.10, the value of the transaction was $146,875 and resulted in no gain or loss. In addition, a cash payment of $4,869 was made to pay off the remaining outstanding interest. On May 1, 2015, twenty two (22) units of the private offering of its securities under Regulation D were subscribed for by accredited investors which resulted in 2,200,000 shares being purchased. Eight (8) units of the twenty two (22) units or 800,000 shares were issued for conversion of debt. These eight units were issued as follows. Mr. Leo Womack, Chairman of the Company, purchased 300,000 shares (including 300,000 warrants) through the Leo B. Womack Family Trust. Mr. Lee Lytton, a Director of the Company, purchased 300,000 shares (including 300,000 warrants). Mr. Joel Oppenheim, a Director of the Company, purchased 200,000 shares (including 200,000 warrants). These 800,000 shares (and 800,000 warrants) offset a total of $80,000 in advances from affiliates that was disclosed as a liability in the consolidated financial statements as of March 31, 2015 and were converted to equity in this offering. The conversion resulted in a $90,800 loss on the conversion (including the value of the warrants). In addition, Jovian purchased 100,000 of the shares and Joel Oppenheim purchased an additional 100,000 shares, exclusive of his shares related to his conversion of debt. A Promissory Note to Jovian for $1,000,000 was executed bearing interest at 5% and due on December 31, 2016 related to the acquisition of a 50% working interest in the SUDS field. If full payment is not made by December 31, 2016, the buyer extended the Note to June 30, 2017 by making a $10,000 payment in cash. The Promissory Note is secured by a 12.5% undivided working interest in the SUDS field. In the event the Company closes any financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay the Note. Production Payment Note In addition to the Promissory Note described above, a Production Payment Note was executed for the same 50% working interest in the SUDS field. This note was for $3,000,000, paid out of twenty percent (20%) of the 50% undivided interest of net revenues received by the Purchaser that is attributable to the SUDS field assets. The Purchaser shall make the production payments to seller no later than the end of each calendar month. The Production Payment Note is secured by a 12.5% undivided working interest in the SUDS field. Based on forecasts of future SUDS related revenues, $2,904,020 of the note balance is classified as long term and $95,980 is classified as current. Bridge Loan – Working Capital On June 17, 2016, the Company entered into Temporary Unsecured Loans (Bridge Loan – Working Capital) for $230,000. The notes bear interest at 10% per annum payable and mature in sixty (60) days. The lenders receive 100% warrant coverage at an exercise price of $0.09 per share. If the loans are not paid in 60 days, a 10% warrant coverage default penalty is paid. Initially, Director Leo Womack loaned $20,000, Director Joel Oppenheim loaned $110,000 and the CFO loan $100,000. At December 31, 2016 the outstanding balance of Bridge Loan – Working Capital is $120,000. The decrease during 2016 was due to Mr. Oppenheim converting $20,000 and the CFO converting $110,000 of their respective debt into shares. Rig Loan One July 13, 2016, the Company entered into Temporary Unsecured Loans (Rig Loan) for $60,000. The notes bear interest at 10% per annum payable and mature on September 13, 2016. Should the Company default in timely repayment, the Company shall pay a penalty to each of the named parties by issuing warrants at a 100% coverage ratio. Each warrant will have a exercise price of $0.059 per share and will expire September 13, 2019. The following related parties loaned funds to the Company as follows: $10,000 from Mr. Leo Womack – Chairman, $10,000 from the CFO, $10,000 from Mr. Lee Lytton – Director, $10,000 from Mr. Joel Oppenheim – Director, $10,000 from Mr. Quinten Beasley – Director. Promissory Notes – (non related parties) Short Term Debt On November 15, 2016 the Company entered into Promissory Notes for $200,000 with two accredited investors. The notes bear interest at 12% per annum payable monthly at the rate of 1% and will mature on May 31, 2017. The Company will have the option of extending the notes for up to an additional six (6) months at an annual rate of 18% by paying interest monthly at a rate of 1.5%. Investors received warrants to purchase 100,000 shares of common stock (a 50% coverage ratio) at an exercise price of $0.12 per share. The warrants expire on December 31, 2019. Installment Notes Shareholder Advances (Related Party Only) Amount Balance at December 31, 2015 $ 46,000 Additions Rig Loan (1) 60,000 Bridge loan – Working Capital (2) 230,000 Advance (3) 98,000 Total Additions 388,000 Payments Debt Conversion to Shares (4) 150,000 Cash (5) 92,000 Total Payments 242,000 Balance at December 31, 2016 $ 192,000 (1) Represents funds that were provided to purchase a pulling rig for maintenance work on the Company’s wells (2) Funds that were provided as pre-bridge working capital loans. These loans earn interest at 10% and are due in 60 days from issuance. (3) Funds that were provided by related parties as shareholder advances. (4) Shares were issued to extinguish outstanding liabilities of the Company. These liabilities could be outstanding shareholder advances, pre-bridge working capital loans or service related accounts payable. (5) Funds that were paid in cash by the Company to various related parties to reimburse for funds that were previously loaned as a shareholder advances. Five Year Maturity As of December 31, 2016, future maturities on our notes payable, which include the $550,000 convertible notes payable-related party, $1,000,000 Promissory Note, $3,000,000 Production Payment Note, $200,000 Short Term Notes, $192,000 Related Party Notes, $75,000 Investor Notes, and the $26,186 remaining balance of the installment note described above, were as follows: Fiscal year ending: 2017 $ 2,139,166 2018 922,608 2019 1,121,267 2020 860,145 Total $ 5,043,186 Of the total future maturities, $550,000 relates to the convertible debt with Mr. Wilber, which all comes due in 2017. |
NOTE 7. EQUITY
NOTE 7. EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7. EQUITY Preferred Stock 1,000,000 Common Stock On May 1, 2015, the Company commenced a private offering of its securities under Regulation D to accredited investors. Each unit is comprised of 100,000 shares of common stock at a price of $0.10 per share and one warrant to purchase an additional 100,000 shares of common stock at a price of $0.12 per share at any time prior to August 5, 2018. As of December 31, 2015 fourteen (14) units had been subscribed for and 1,400,000 shares of common stock had been purchased by various accredited investors. See Note 6 for financial related details on all purchases. On September 1, 2015, the Company commenced a private offering of its securities under Regulation D to accredited investors. Each unit is comprised of 100,000 shares of common stock at a price of $0.06 per share and one warrant to purchase an additional 100,000 shares of common stock at a price of $0.10 per share at any time prior to August 31, 2018. As of December 31, 2015 twenty seven (27) units had been subscribed for and 2,700,000 shares of common stock had been purchased. Seven (7) of those units were purchased by accredited investors. This offering was closed on May 31, 2016. On September 23, 2015, the Company acquired a 10% working interest from Jovian in the SUDS field, in exchange for 10,586,805 shares of restricted common stock. For further details see Note 9. On September 24, 2015, the Board of Directors of the Company approved the adoption of the 2015 Stock Incentive Plan (the “Plan”). The Plan provides an opportunity, subject to approval of our Board of Directors of individual grants and awards, for any employee, officer, director or consultant of the Company. The maximum aggregate number of shares of common stock which may be issued pursuant to awards under the Plan is 4,000,000 shares. The plan was ratified by the stockholders at the Company’s annual meeting which was held on April 14, 2016. At the 2015 Annual Meeting of our Stockholders, held on April14, 2016, the shareholders voted to increase the total number of authorized shares of common stock to 150,000,000. On November 4, 2015, the Company acquired a 15% net working interest in the TLSAU field and all operating equipment on the field, pursuant to the terms of a Memorandum of Agreement between the Company and BSNM, which was dated November 4, 2015 (the “Purchase Agreement”). On February 1, 2016, the Company acquired 100% of the issued and outstanding shares in Askarii Resources, LLC, a private Texas based oil & gas service company for 1,000,000 shares of Company common stock. See Note 9 for further details on this transaction. On March 11, 2016, the Board of Directors granted three (3) contract employees 700,000 shares of the Company’s restricted common stock for settlement of outstanding payables. The shares were issued at the current market price of $0.06 per share on March 11, 2016, at an aggregate value of $42,000. On August 17, 2016 the Board of Directors issued two key employees (Carla Petty and Jason Bagby) 200,000 shares of the Company’s restricted common stock. The shares were issued at current market price of $0.077 per share on August 17, 2016 at a value of $15,400 and recorded as stock based compensation. On September 1, 2016, the Company acquired an additional 25% working interest ownership of TLSAU field through the issuance of 3,500,000 shares of its restricted common stock with an unrelated party. See Note 9 for additional details on this transaction. On September 28, 2016, the Company issued 24,308,985 shares of its restricted common stock to Jovian to acquire an additional 40% working interest ownership of SUDS. See Note 9 for further details of this transaction. On September 30, 2016, per the consulting agreement, a contractor was issued 11,607 shares of common stock in exchange for services. These shares were valued at $1,625 at a market price of $0.14 per share. Effective September 30, 2016, the seven (7) Advisory Board members were compensated for their service from April 1, 2016 through September 30, 2016 (for two quarters) though the granting of 12,500 warrants each (87,500 total warrants per quarter), per quarter per Board member, to purchase 12,500 shares of the Company’s common stock at an average exercise price of $0.095 per share, which vested immediately, and are exercisable for 36 months thereafter. In 2016, a total of 262,000 warrants were issued with a fair value of $29,161 based on an average $0.095 valuation, volatility of 235%, a discount rate of 1.09% and a 3 year term. The total amount of the warrants was expensed in 2016. These warrants are subject to a clawback provision which would be ratably invoked if an advisory board member did not complete his 2016 service term. On December 7, 2016 the Board of Directors issued a key employee (Horacio Fernandez) 100,000 shares of the Company’s restricted common stock. The shares were issued at current market price of $0.12 per share on the effective date of November 17, 2016 at a value of $12,000 and recorded as stock based compensation. During December 2016, warrants to purchase 100,000 shares of common stock were issued for short term debt. The loans were provided by accredited investors. These warrants had a valuation of $14,870 with an exercise price of $0.12 per share and expire in December 2019. On December 31, 2016, a contractor was granted warrants to purchase 40,000 shares of common stock with an exercise price of $0.14 per share. These warrants were valued at $5,545 at a market price of $0.16 per share. On December 31, 2016, per the consulting agreement, a contractor was issued 18,157 shares of common stock in exchange for services. These shares were valued at $2,869 at a market price of $0.16 per share. Summary information regarding common stock warrants issued and outstanding as of December 31, 2016, is as follows: Warrants Weighted Average Exercise Price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at year ended December 31, 2014 4,170,111 $ 0.77 $ — 6.1 Granted 7,740,000 0.10 — 2.6 Exercised — — — Expired — — — Outstanding at year ended December 31, 2015 11,910,111 0.33 — 3.5 Granted 5,740,416 0.09 — 2.6 Exercised (825,000 ) — — Expired — — — Outstanding at year ended December 31, 2016 16,825,527 $ 0.25 $ — 3.2 Year Ended December 31, 2016 2015 Warrants Granted Board of Director Service 2,500,000 2,000,000 PORRI 150,000 Deferred Salary – CEO, CFO 206,666 40,000 Providing Bond Related Collateral 31,250 Pre-bridge Loans 290,000 Short-term Debt 100,000 Advisory Board 262,500 Deferred loan penalty 10,000 Consulting Agreements 340,000 Rick Wilber Loan 500,000 Signing Bonus – CEO, CFO 550,000 Private Placement Memo (Sept 2015) 800,000 3,500,000 Private Placement Memo (May 2015) 2,200,000 Total 5,740,416 7,740,000 |
NOTE 8. COMMITMENTS AND CONTING
NOTE 8. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8. COMMITMENTS AND CONTINGENCIES Environmental Matters – Office Lease During 2016, one Director and the CFO provided personal guarantees to the bank. The bank, relying on those guarantees, issued letters of credit to bonding authorities to meet regulatory bonding requirements. |
NOTE 9. OIL AND GAS ACQUISITION
NOTE 9. OIL AND GAS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 9. OIL AND GAS ACQUISITIONS As of December 31, 2015, the Company had completed the drilling of sixteen wells on the leased properties. Four of these wells have been pledged as collateral for the convertible notes payable. On September 23, 2015, the Company entered into a Purchase and Sale Agreement with SUDS Properties, LLC (“SUDS” and the “Purchase Agreement”). SUDS is 100% owned by Jovian Resources LLC (“Jovian”). Mr. Zel C. Khan, our present CEO, is the former manager of Jovian. Pursuant to the Purchase Agreement, the Company acquired a 10% working interest (carrying a 7.8% NRI) in the SUDS field located in Creek County Oklahoma, in exchange for 10,586,805 shares of restricted common stock. Based on that current market value of Company common stock at $0.068 per share, the price paid was $719,903. Concurrently with the purchase, Jovian agreed to assign us all rights to be the operator of the SUDS unit under a standard operating agreement. The Company did not prepare an unaudited pro-forma income statement table for 2015, related to this SUDS purchase, because the net income effect of those transactions was consider to be immaterial. On November 4, 2015, the Company acquired a 15% net working interest in the TLSAU field located in Chavez County, New Mexico (the “Net Working Interest”) and all operating equipment on the field, pursuant to the terms of a Memorandum of Agreement between the Company and BSNM, which was dated November 4, 2015 (the “Purchase Agreement”). On February 1, 2016, the Company acquired 100% of the issued and outstanding shares in Askarii Resources, a private Texas based oil & gas service company. The Company acquired Askarii by issuing one million restricted common shares. Based on the current market value of the Company’s stock at $0.05 per share, the aggregate value of the transaction is $50,000. There were minimal tangible assets purchased from Askarii. The final purchase price allocation is as follows: trademarks $10,000, internet/website $5,000, customer lists $10,000 and customer relationships $25,000. On September 1, 2016, the Company acquired an additional 25% working interest ownership of TLSAU field through the issuance of 3,500,000 shares of its restricted common stock with an unrelated party. The purchase price of the shares equates to a $350,000 value, based on the $0.10/share market price of Petrolia’s shares on September 1, 2016. After the purchase, the company holds a total working interest ownership of 40%. The final purchase price allocation of the transaction is as follows: oil and gas properties acquired $392,252, asset retirement obligation assumed of $42,252. On September 28, 2016 the Company issued 24,308,985 shares of its restricted common stock to Jovian, a related party, to acquire 100% (an additional 40% working interest ownership) As a result of the exchange, SUDS became a wholly-owned subsidiary of the Company. The purchase price of the shares equates to a $4,373,186 value, based on the $0.1799 per share market price of Petrolia’s shares on September 28, 2016 (the effective date of the transaction). On September 28, 2016, the Company acquired a 100% working interest ownership of SUDs (an additional 50% working interest ownership) through the issuance of a note payable for $4,000,000 as outlined above in note 4 and the issuance 24,308,985 shares of its restricted common stock, from a related party. The purchase price of the shares equates to a $4,373,186 value, based on the $0.1799/share market price of Petrolia’s shares on September 28, 2016. After the acquisition the company holds a total working interest ownership of 100%. The final purchase price allocation of the combined transactions is as follows: oil and gas properties acquired $8,401,318, asset retirement obligation assumed of $28,132. The table below represents the proforma financial statement to show the effects of the combined entity for the periods presented above: December 31, 2016 Petrolia Combined December 31, 2015 Petrolia Combined Oil and Gas Sales 361,991 328,301 Net Loss (1,960,188 ) (1,989,642 ) Loss per share (0.03 ) (0.04 ) |
NOTE 10. ASSET RETIREMENT OBLIG
NOTE 10. ASSET RETIREMENT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation Disclosure [Text Block] | NOTE 10. ASSET RETIREMENT OBLIGATIONS During the calendar years presented, the Company brought a number of oil and gas wells into productive status and will have asset retirement obligations once the wells are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells, and site restoration. For the purpose of determining the fair value of ARO incurred during the calendar years presented, the Company used the following assumptions: December 31, 2016 Inflation rate (avg.) 2.1 % Estimated asset life 23 years The following table shows the change in the Company’s ARO for 2016 and 2015: Asset retirement obligations at December 31, 2014 $ 100,175 Obligations assumed in acquisitions 26,201 Additional retirement obligations incurred --- Change in estimate 75,096 Accretion expense 11,856 Settlements — Asset retirement obligations at December 31, 2015 $ 213,328 Obligations assumed in acquisition 70,384 Additional retirement obligations incurred --- Change in estimate --- Accretion expense 38,998 Settlements — Asset retirement obligations at December 31, 2016 $ 322,710 |
NOTE 11. INCOME TAXES
NOTE 11. INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11. INCOME TAXES There was no provision for income taxes for 2016 and 2015 due to a net operating losses and doubt as to the entity’s ability to continue as a going concern resulting in a 100% valuation allowance. Years from 2012 forward are open to IRS examination. The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate (35%) on operations due primarily to permanent differences attributable to organizational expenses. Fiscal Year Fiscal Year Income tax expense computed at statutory rates $ (656,523 ) $ (649,815 ) Non-deductible items 219,438 66,313 Change in valuation allowance 437,085 583,502 Total $ — $ — The components of the net deferred tax asset were as follows: December 31, 2015 Gross Values Tax Effect Deferred tax assets Book impairment $ 668,073 $ $ 233,826 Net operating loss carryforwards 5,911,319 2,068,962 Asset retirement obligation — — Other — — Total deferred tax assets 6,579,392 2,302,788 Deferred tax liabilities O&G Properties (2,211,892 ) (774,162 ) Other — — Total deferred tax liabilities (2,211,892 ) (774,162 ) Less: Valuation allowance (4,367,500 ) (1,528,626 ) Net deferred tax assets (liabilities) $ — $ $ — December 31, 2016 Gross Values Tax Effect Deferred tax assets $ Book Impairment $ 668,073 $ 233,825 Net operating loss carryforwards 7,120,879 2,492,308 Asset retirement obligation — — Other — — Total deferred tax assets 7,788,952 2,726,133 Deferred tax liabilities O&G Properties (6,496,717 ) (2,273,851 ) Other — — Total deferred tax liabilities (6,496,717 ) (2,273,851 ) Less: Valuation allowance (1,292,235 ) (452,282 ) Net deferred tax assets (liabilities) $ — $ — A valuation allowance has been established to offset deferred tax assets. The Company’s accumulated net operating losses were approximately $7.8 million at December 31, 2016 and begin to expire if not utilized beginning in the year 2032. |
NOTE 12. SUPPLEMENTAL INFORMATI
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Oil and Gas Exploration and Production Industries Disclosures [Text Block] | NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development. In 2015, the Company incurred capital costs related to non-production related repairs of $65,450 on the Noack’s lease. In addition, they purchased ownership interests in the SUDS and TLSAU fields. Fiscal Fiscal Property acquisitions $ 8,723,186 $ 769,916 Unevaluated — — Evaluated — — Exploration — — Development — --- Total Costs Incurred $ 8,723,186 $ 769,916 Capitalized costs. December 31, 2016 December 31, 2015 Capitalized costs Unevaluated properties $ — $ — Evaluated properties 13,092,012 4,586,992 13,092,012 4,586,992 Less: Accumulated DD&A (1,042,545 ) (996,863 ) Net capitalized costs $ 12,049,467 $ 3,590,129 Oil and Gas Reserve Information. Discounted future cash flow estimates like those shown below are not intended to represent estimates of the fair value of oil and gas properties. Estimates of fair value should also consider unproved reserves, anticipated future oil and gas prices, interest rates, changes in development and production costs and risks associated with future production. Because of these and other considerations, any estimate of fair value is subjective and imprecise. The following table sets forth estimates of the proved oil and gas reserves (net of royalty interests) for the Company and changes therein, for the periods indicated. Oil December 31, 2014 301,900 Revisions of prior estimates (99,207 ) Purchases of reserves in place 536,140 Production (4,313 ) December 31, 2015 734,520 Revisions of prior estimates (58,297 ) Purchases of reserves in place 1,557,660 Production (6,643 ) December 31, 2016 2,227,240 December 31, 2016 December31, 2015 Estimated Quantities of Proved Developed Reserves – Oil (Bbls) 1,206,010 287,780 Estimated Quantities of Proved Undeveloped Reserves – Oil (Bbls) 1,021,230 446,740 The net increase –after production of 6,643 bbls– of “Total Proved Reserves” in the amount of 1,492,720 bbls from December 31, 2015 to December 31, 2016 was primarily because the Company acquired reserves in TSLAU and SUDS fields. This was offset by a reduction in reserve estimates by 58,297 barrels of oil. This resulted in an overall increase of 1,492,720 barrels of oil of “net proved reserves”. The following table sets forth estimates of the proved developed and proved undeveloped oil and gas reserves (net of royalty interests) for the Company and changes therein, for the period indicates. Proved developed producing and non-producing reserve Oil (bbls) December 31, 2015 287,780 Acquired Reserves 989,403 Revision of prior estimates (64,530 ) Production (6,643 ) December 31, 2016 1,206,010 Proved undeveloped reserves Oil (bbls) December 31, 2015 446,740 Acquired Reserves 568,257 Revisions to prior estimates 6,233 December 31, 2016 1,021,230 The increases in Proved Undeveloped (PUD) reserves were all due to the SUDS and TLSAU acquisitions. Standardized Measure of Discounted Future Net Cash Flows. Standardized Measure of Oil and Gas The following table sets forth the changes in standardized measure of discounted future net cash flows relating to proved oil and gas reserves for the periods indicated. December 31, 2016 December 31, 2015 Future cash inflows $ 90,265,000 $ 35,738,970 Future production costs (47,050,770 ) (17,472,870 ) Future development costs (10,396,000 ) (4,955,500 ) Future income taxes — — Future net cash flows 32,818,230 13,310,600 Discount of future net cash flows at 10% per annum (19,253,750 ) (7,090,100 ) Standardized measure of discounted future net cash flows $ 13,564,480 $ 6,220,500 Changes in standardized measure of discounted future cash flows 12/31/16 12/31/15 Beginning of year $ 6,220,500 $ 6,303,880 Sales and transfers of oil & gas produced, net of production costs 175,048 40,633 Net changes in prices and production costs (1,917,506 ) (3,346,089 ) Changes in estimated future development costs (673,960 ) 360,790 Acquisitions of minerals in place, net of production costs 9,941,241 4,851,420 Revision of previous estimates (544,877 ) (1,477,073 ) Change in discount 817,235 630,388 Change in production rate or other (453,201 ) (1,143,449 ) End of year $ 13,564,480 $ 6,220,500 |
NOTE 13. BUSINESS SEGMENTS
NOTE 13. BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 13. BUSINESS SEGMENTS We are a diversified oil and gas company with operations in two segments: Oil and Gas Exploration and Production Oil field services December 31, 2016 December 31, 2015 Revenues Oil & Gas $ 123,246 $ 187,976 Oil field services 198,000 --- Total Revenues 321,246 187,976 Net Income Oil & Gas (2,052,004 ) (1,856,614 ) Oil field services 176,225 --- Total Net Income (1,875,779 ) (1,856,614 ) Assets Oil & Gas 13,026,082 4,196,016 Oil field services 185,542 --- Total Assets 13,211,624 4,196,016 Accounts Receivable Oil & Gas 199,003 48,633 Oil field services --- --- Total Accounts Receivable $ 199,003 $ 48,633 All segment expenses incurred by the oil and gas segment except the cost of equipment sold of $33,330 which was incurred in the nine months ended September 30, 2016 by the oil field services segment. |
NOTE 14. SUBSEQUENT EVENTS
NOTE 14. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 14. SUBSEQUENT EVENTS On February 13, 2017, the Board of Directors approved the increase of board membership from its current five-member board to a seven-member board. Effective February 12, 2017, the Company acquired an additional 60% net working interest in the “Twin Lakes San Andres Unit” or “TLSAU” field located in Chaves County, New Mexico (the “Net Working Interest”) resulting from the execution of a Settlement Agreement on February 12, 2016. The agreement assigned Dead Aim Investments’ (“Dead Aim”) 60% ownership interests to the Company. As a result of this transaction, Petrolia now owns 100% ownership interest in TLSAU. Consideration of $639,675 was given in exchange for Dead Aim’s working interest. The consideration includes the forgiveness of the Orbit Petroleum Inc Bankruptcy Estate (“OPBE”) note of $316,800 (with a $1.3 M face value) and the write off of $116,700 of Dead Aim’s outstanding accounts receivable to Petrolia. Dead Aim assumed liability for the OPBE note that Petrolia purchased. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. |
Use of Estimates, Policy [Policy Text Block] | Management Estimates — Significant estimates made in preparing these financial statements include asset retirement obligations , income and the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom (Note 12). |
Reclassification, Policy [Policy Text Block] | Reclassifications |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Oil and Gas Properties Policy [Policy Text Block] | Oil and Gas Properties The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized as depreciation, depletion and amortization expense using the units-of-production method based on estimated proved recoverable oil and gas reserves. The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful. All items classified as unproved property are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of various factors, including, but not limited to, the following: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; assignment of proved reserves; and economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization. Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent (10%), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the un-weighted arithmetic average of the first day of the month price for each month within the 12 month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period. There was no impairment during the year ended December 31, 2016. In 2015, there was an impairment of $668,073 which was primarily due to the decrease in oil prices during the year. Given the volatility of oil and gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline in the future, even if only for a short period of time, it is possible that impairments of oil and gas properties could occur. In addition, it is reasonably possible that impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved oil and gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved oil and gas reserves. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
Receivables, Policy [Policy Text Block] | Receivables and allowance for doubtful accounts |
Asset Retirement Obligations, Policy [Policy Text Block] | Asset Retirement Obligations Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. |
Debt, Policy [Policy Text Block] | Debt Issuance Costs — Costs incurred in connection with the issuance of long-term debt are presented as a direct deduction from the carrying value of the related debt and amortized over the term of the related debt. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation — The Company may grant stock to employees and contractors in exchange for services rendered. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income Taxes Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. There are currently no unrecognized tax benefits that if recognized would affect the tax rate. There was no interest or penalties recognized for the twelve months ended December 31, 2016 and 2015. The Company is required to file federal income tax returns in the United States and in various state and local jurisdictions. The Company’s tax returns filed since the 2012 tax year are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. |
Property, Plant and Equipment, Policy [Policy Text Block] | Furniture, equipment, and software |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk — The Company is subject to credit risk resulting from the concentration of its oil receivables with significant purchasers. Two purchasers accounted for all of the Company’s oil sales revenues for 2016 and 2015. The Company does not require collateral. While the Company believes its recorded receivable will be collected, in the event of default the Company would follow normal collection procedures. The Company does not believe the loss of a purchaser would materially impact its operating results as oil is a fungible product with a well-established market and numerous purchasers. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit ratings and concentration of risk with these financial institutions on a continuing basis to safeguard cash deposits. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements — The carrying value of cash and cash equivalents, accounts receivable, and accounts payable, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. |
Related Party Transactions [Policy Text Block] | Related Party |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets |
Revenue Recognition, Equipment Sales [Policy Text Block] | Equipment Sales |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Company has evaluated all the recent accounting pronouncements through the filing date and believes that none of them will have a material effect on the Company. |
NOTE 6. NOTES PAYABLE (Tables)
NOTE 6. NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Shareholder Advances (Related Party Only) Amount Balance at December 31, 2015 $ 46,000 Additions Rig Loan (1) 60,000 Bridge loan – Working Capital (2) 230,000 Advance (3) 98,000 Total Additions 388,000 Payments Debt Conversion to Shares (4) 150,000 Cash (5) 92,000 Total Payments 242,000 Balance at December 31, 2016 $ 192,000 (1) Represents funds that were provided to purchase a pulling rig for maintenance work on the Company’s wells (2) Funds that were provided as pre-bridge working capital loans. These loans earn interest at 10% and are due in 60 days from issuance. (3) Funds that were provided by related parties as shareholder advances. (4) Shares were issued to extinguish outstanding liabilities of the Company. These liabilities could be outstanding shareholder advances, pre-bridge working capital loans or service related accounts payable. (5) Funds that were paid in cash by the Company to various related parties to reimburse for funds that were previously loaned as a shareholder advances. |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of December 31, 2016, future maturities on our notes payable, which include the $550,000 convertible notes payable-related party, $1,000,000 Promissory Note, $3,000,000 Production Payment Note, $200,000 Short Term Notes, $192,000 Related Party Notes, $75,000 Investor Notes, and the $26,186 remaining balance of the installment note described above, were as follows: Fiscal year ending: 2017 $ 2,139,166 2018 922,608 2019 1,121,267 2020 860,145 Total $ 5,043,186 |
NOTE 7. EQUITY (Tables)
NOTE 7. EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Summary information regarding common stock warrants issued and outstanding as of December 31, 2016, is as follows: Warrants Weighted Average Exercise Price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at year ended December 31, 2014 4,170,111 $ 0.77 $ — 6.1 Granted 7,740,000 0.10 — 2.6 Exercised — — — Expired — — — Outstanding at year ended December 31, 2015 11,910,111 0.33 — 3.5 Granted 5,740,416 0.09 — 2.6 Exercised (825,000 ) — — Expired — — — Outstanding at year ended December 31, 2016 16,825,527 $ 0.25 $ — 3.2 |
Schedule of Warrants Granted [Table Text Block] | Year Ended December 31, 2016 2015 Warrants Granted Board of Director Service 2,500,000 2,000,000 PORRI 150,000 Deferred Salary – CEO, CFO 206,666 40,000 Providing Bond Related Collateral 31,250 Pre-bridge Loans 290,000 Short-term Debt 100,000 Advisory Board 262,500 Deferred loan penalty 10,000 Consulting Agreements 340,000 Rick Wilber Loan 500,000 Signing Bonus – CEO, CFO 550,000 Private Placement Memo (Sept 2015) 800,000 3,500,000 Private Placement Memo (May 2015) 2,200,000 Total 5,740,416 7,740,000 |
NOTE 9. OIL AND GAS ACQUISITI24
NOTE 9. OIL AND GAS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The table below represents the proforma financial statement to show the effects of the combined entity for the periods presented above: December 31, 2016 Petrolia Combined December 31, 2015 Petrolia Combined Oil and Gas Sales 361,991 328,301 Net Loss (1,960,188 ) (1,989,642 ) Loss per share (0.03 ) (0.04 ) |
NOTE 10. ASSET RETIREMENT OBL25
NOTE 10. ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | During the calendar years presented, the Company brought a number of oil and gas wells into productive status and will have asset retirement obligations once the wells are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells, and site restoration. For the purpose of determining the fair value of ARO incurred during the calendar years presented, the Company used the following assumptions: December 31, 2016 Inflation rate (avg.) 2.1 % Estimated asset life 23 years |
Schedule of Asset Retirement Obligations [Table Text Block] | The following table shows the change in the Company’s ARO for 2016 and 2015: Asset retirement obligations at December 31, 2014 $ 100,175 Obligations assumed in acquisitions 26,201 Additional retirement obligations incurred --- Change in estimate 75,096 Accretion expense 11,856 Settlements — Asset retirement obligations at December 31, 2015 $ 213,328 Obligations assumed in acquisition 70,384 Additional retirement obligations incurred --- Change in estimate --- Accretion expense 38,998 Settlements — Asset retirement obligations at December 31, 2016 $ 322,710 |
NOTE 11. INCOME TAXES (Tables)
NOTE 11. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate (35%) on operations due primarily to permanent differences attributable to organizational expenses. Fiscal Year Fiscal Year Income tax expense computed at statutory rates $ (656,523 ) $ (649,815 ) Non-deductible items 219,438 66,313 Change in valuation allowance 437,085 583,502 Total $ — $ — |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the net deferred tax asset were as follows: December 31, 2015 Gross Values Tax Effect Deferred tax assets Book impairment $ 668,073 $ $ 233,826 Net operating loss carryforwards 5,911,319 2,068,962 Asset retirement obligation — — Other — — Total deferred tax assets 6,579,392 2,302,788 Deferred tax liabilities O&G Properties (2,211,892 ) (774,162 ) Other — — Total deferred tax liabilities (2,211,892 ) (774,162 ) Less: Valuation allowance (4,367,500 ) (1,528,626 ) Net deferred tax assets (liabilities) $ — $ $ — December 31, 2016 Gross Values Tax Effect Deferred tax assets $ Book Impairment $ 668,073 $ 233,825 Net operating loss carryforwards 7,120,879 2,492,308 Asset retirement obligation — — Other — — Total deferred tax assets 7,788,952 2,726,133 Deferred tax liabilities O&G Properties (6,496,717 ) (2,273,851 ) Other — — Total deferred tax liabilities (6,496,717 ) (2,273,851 ) Less: Valuation allowance (1,292,235 ) (452,282 ) Net deferred tax assets (liabilities) $ — $ — |
NOTE 12. SUPPLEMENTAL INFORMA27
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Tables) [Line Items] | |
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure [Table Text Block] | Fiscal Fiscal Property acquisitions $ 8,723,186 $ 769,916 Unevaluated — — Evaluated — — Exploration — — Development — --- Total Costs Incurred $ 8,723,186 $ 769,916 |
Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure [Table Text Block] | December 31, 2016 December 31, 2015 Capitalized costs Unevaluated properties $ — $ — Evaluated properties 13,092,012 4,586,992 13,092,012 4,586,992 Less: Accumulated DD&A (1,042,545 ) (996,863 ) Net capitalized costs $ 12,049,467 $ 3,590,129 |
Schedule of Proved Oil and Gas Reserve Quantities [Table Text Block] | The following table sets forth estimates of the proved oil and gas reserves (net of royalty interests) for the Company and changes therein, for the periods indicated. Oil December 31, 2014 301,900 Revisions of prior estimates (99,207 ) Purchases of reserves in place 536,140 Production (4,313 ) December 31, 2015 734,520 Revisions of prior estimates (58,297 ) Purchases of reserves in place 1,557,660 Production (6,643 ) December 31, 2016 2,227,240 |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table Text Block] | December 31, 2016 December31, 2015 Estimated Quantities of Proved Developed Reserves – Oil (Bbls) 1,206,010 287,780 Estimated Quantities of Proved Undeveloped Reserves – Oil (Bbls) 1,021,230 446,740 |
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure [Table Text Block] | The following table sets forth the changes in standardized measure of discounted future net cash flows relating to proved oil and gas reserves for the periods indicated. December 31, 2016 December 31, 2015 Future cash inflows $ 90,265,000 $ 35,738,970 Future production costs (47,050,770 ) (17,472,870 ) Future development costs (10,396,000 ) (4,955,500 ) Future income taxes — — Future net cash flows 32,818,230 13,310,600 Discount of future net cash flows at 10% per annum (19,253,750 ) (7,090,100 ) Standardized measure of discounted future net cash flows $ 13,564,480 $ 6,220,500 |
Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows [Table Text Block] | Changes in standardized measure of discounted future cash flows 12/31/16 12/31/15 Beginning of year $ 6,220,500 $ 6,303,880 Sales and transfers of oil & gas produced, net of production costs 175,048 40,633 Net changes in prices and production costs (1,917,506 ) (3,346,089 ) Changes in estimated future development costs (673,960 ) 360,790 Acquisitions of minerals in place, net of production costs 9,941,241 4,851,420 Revision of previous estimates (544,877 ) (1,477,073 ) Change in discount 817,235 630,388 Change in production rate or other (453,201 ) (1,143,449 ) End of year $ 13,564,480 $ 6,220,500 |
Rollforward of Proved Reserves [Member] | |
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Tables) [Line Items] | |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table Text Block] | The following table sets forth estimates of the proved developed and proved undeveloped oil and gas reserves (net of royalty interests) for the Company and changes therein, for the period indicates. Proved developed producing and non-producing reserve Oil (bbls) December 31, 2015 287,780 Acquired Reserves 989,403 Revision of prior estimates (64,530 ) Production (6,643 ) December 31, 2016 1,206,010 Proved undeveloped reserves Oil (bbls) December 31, 2015 446,740 Acquired Reserves 568,257 Revisions to prior estimates 6,233 December 31, 2016 1,021,230 |
NOTE 13. BUSINESS SEGMENTS (Tab
NOTE 13. BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | December 31, 2016 December 31, 2015 Revenues Oil & Gas $ 123,246 $ 187,976 Oil field services 198,000 --- Total Revenues 321,246 187,976 Net Income Oil & Gas (2,052,004 ) (1,856,614 ) Oil field services 176,225 --- Total Net Income (1,875,779 ) (1,856,614 ) Assets Oil & Gas 13,026,082 4,196,016 Oil field services 185,542 --- Total Assets 13,211,624 4,196,016 Accounts Receivable Oil & Gas 199,003 48,633 Oil field services --- --- Total Accounts Receivable $ 199,003 $ 48,633 |
NOTE 2. SUMMARY OF SIGNIFICAN29
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Impairment of Oil and Gas Properties | $ 0 | $ 668,073 |
Asset Impairment Charges | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic and Diluted (in Shares) | 54,541,922 | 24,875,600 |
Minimum [Member] | ||
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
NOTE 4. NOTE RECEIVABLE (Detail
NOTE 4. NOTE RECEIVABLE (Details) - USD ($) $ / shares in Units, shares in Millions | Feb. 12, 2017 | Nov. 04, 2015 | Sep. 01, 2016 | Apr. 18, 2016 |
NOTE 4. NOTE RECEIVABLE (Details) [Line Items] | ||||
Share Price | $ 0.08 | |||
Blue Sky New Mexico, Inc [Member] | 10% Note Receivable [Member] | ||||
NOTE 4. NOTE RECEIVABLE (Details) [Line Items] | ||||
Loans and Leases Receivable Face Amount | $ 1,300,000 | |||
Stock Issued During Period Shares New Issues 1 | 6 | |||
Stock Issued During Period Value New Issues 1 | $ 316,800 | |||
Share Price | $ 0.528 | |||
Loan and Leases Receivable, Stated Interest Percentage | 10.00% | |||
Loans and Leases Receivable, Description | The note is secured by mortgages on the Twin Lakes oil and gas leases. | |||
Twin Lakes San Andres Unit Interest Acquisition [Member | ||||
NOTE 4. NOTE RECEIVABLE (Details) [Line Items] | ||||
Share Price | $ 0.10 | |||
Twin Lakes San Andres Unit Interest Acquisition [Member | Subsequent Event [Member] | ||||
NOTE 4. NOTE RECEIVABLE (Details) [Line Items] | ||||
Noncash or Part Noncash Acquisition, Description | On November 4, 2015, the note was past due and is considered to be in default. In February 2017, the Company included the note as consideration for the purchase of a 60% working interest in TLSAU, so it is no longer outstanding. See Note 13 for further explanation. |
NOTE 5. RELATED PARTY TRANSAC31
NOTE 5. RELATED PARTY TRANSACTIONS (Details) | Sep. 28, 2016USD ($)$ / sharesshares | Sep. 01, 2016USD ($)$ / sharesshares | Aug. 28, 2016USD ($)$ / sharesshares | Aug. 25, 2016USD ($)$ / sharesshares | Aug. 18, 2016USD ($)$ / sharesshares | Aug. 17, 2016USD ($)$ / sharesshares | Jul. 01, 2016 | Jun. 24, 2016USD ($) | May 31, 2016USD ($)$ / sharesshares | May 02, 2016USD ($)$ / sharesshares | May 01, 2016USD ($)shares | Apr. 18, 2016USD ($)$ / sharesshares | Apr. 01, 2016USD ($)$ / sharesshares | Mar. 11, 2016USD ($)$ / sharesshares | Feb. 10, 2016USD ($) | Feb. 01, 2016USD ($)$ / sharesshares | Nov. 04, 2015USD ($)shares | Sep. 23, 2015USD ($)$ / shares$ / itemshares | Sep. 01, 2015USD ($)shares | Jun. 11, 2015$ / sharesshares | May 01, 2015shares | Feb. 28, 2015shares | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 31, 2016USD ($)$ / sharesshares | Jul. 31, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares | |
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 184,000 | ||||||||||||||||||||||||||||||||
Proceeds from shareholder advances | $ 20,000 | $ 388,000 | 134,000 | ||||||||||||||||||||||||||||||
Non-Cash Shareholder Advances | 50,000 | ||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 92,000 | [1] | 8,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 166,107 | $ 150,000 | [2] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 2,076,000 | ||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.08 | $ 77,000 | $ 0.06 | $ 0.16 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.16 | |||||||||||||||||||||||||
Due to Related Parties | $ 46,000 | $ 46,000 | 550,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 200,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 111,352 | $ 302,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 500,000 | 500,000 | 262,000 | 5,740,416 | 7,740,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 41,891 | $ 79,223 | $ 29,161 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 15,400 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.07 | $ 0.15 | $ 0.095 | 0.095 | $ 0.095 | 0.095 | $ 0.15 | ||||||||||||||||||||||||||
Warrants, Term of Warrants | 36 months | 36 months | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 4,773,186 | $ 719,903 | |||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ (109,879) | |||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 235.00% | 235.00% | |||||||||||||||||||||||||||||||
Fair Value Inputs, Discount Rate | 1.09% | ||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | 3 years | |||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 825,000 | (825,000) | 0 | ||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 63,352 | ||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 800,000 | ||||||||||||||||||||||||||||||||
Number of Units Issued (in Shares) | shares | 27 | 22 | |||||||||||||||||||||||||||||||
Unit Description | Each unit is comprised of 100,000 shares of common stock at a price of $0.06 cents per share and one warrant to purchase an additional 100,000 shares of common stock at a price of $0.10 cents per share at any time prior to August 31, 2018 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 2,200,000 | 2,700,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 800,000 | ||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (90,800) | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 80,000 | ||||||||||||||||||||||||||||||||
Warrants Granted for Pre-Bridge Loans [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 230,000 | 290,000 | 0 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 15,792 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.09 | $ 0.09 | $ 0.09 | ||||||||||||||||||||||||||||||
Vehicles [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,625 | ||||||||||||||||||||||||||||||||
Repayments of Other Debt | $ 7,000 | ||||||||||||||||||||||||||||||||
Loans Payable | $ 3,264 | ||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||||||||||||||||||||||||
Sale of Pump Jacks to Related Parties [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 198,000 | ||||||||||||||||||||||||||||||||
Revenue from Related Parties | $ 164,670 | ||||||||||||||||||||||||||||||||
SUDs [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.1799 | $ 0.1799 | $ 0.068 | ||||||||||||||||||||||||||||||
Working interest | 40.00% | 40.00% | 15.00% | 10.00% | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 24,308,985 | 24,308,985 | 1,000,000 | 10,586,805 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 4,373,186 | $ 4,373,186 | $ 719,903 | ||||||||||||||||||||||||||||||
Shares Issued, Per Barrel (in Dollars per Item) | $ / item | 4.77 | ||||||||||||||||||||||||||||||||
Payments to Acquire Oil and Gas Property | $ 8,401,318 | $ 196,875 | |||||||||||||||||||||||||||||||
Loans and Leases Receivable Face Amount | 1,300,000 | ||||||||||||||||||||||||||||||||
Stock Issued, Value, Acquisition of Note Receivable | $ 316,800 | ||||||||||||||||||||||||||||||||
Stock Issued, Shares, Acquisition of Note Receivable (in Shares) | shares | 6,000,000 | ||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.1799 | ||||||||||||||||||||||||||||||||
Working Interest Ownership | 40.00% | 100.00% | |||||||||||||||||||||||||||||||
Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||||||
Working interest | 25.00% | 50.00% | 15.00% | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 3,500,000 | ||||||||||||||||||||||||||||||||
Payments to Acquire Oil and Gas Property | $ 8,401,318 | ||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Working Interest Ownership | 25.00% | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 146,875 | ||||||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 392,252 | 4,000,000 | |||||||||||||||||||||||||||||||
Asset Retiirement Obligation Assumed in Acquisition | 28,132 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 1,000,000 | 488,895 | |||||||||||||||||||||||||||||||
(in Shares) | shares | 400,000 | ||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 33,778 | $ 34,000 | $ 8,500 | ||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 0 | 160,000 | 40,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 0.06 | $ 17,704 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 68,000 | ||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 25,500 | 25,500 | |||||||||||||||||||||||||||||||
Description of Warrants Granted | one warrant to purchase one share of the Company’s restricted common stock | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.20 | ||||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 36 months | ||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 800,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 48,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 800,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 21,107 | ||||||||||||||||||||||||||||||||
Gain (Loss) on Conversion of Warrants | $ 19,079 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Warrants Issued for Each Dollar of Deferred Salary [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 60,000 | ||||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.11 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 100,000 | ||||||||||||||||||||||||||||||||
Options granted (in Shares) | shares | 300,000 | ||||||||||||||||||||||||||||||||
Exercise price of option (in Dollars per share) | $ / shares | $ 0.077 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 23,028 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||||||||||||
Director [Member] | Warrants Granted for Pre-Bridge Loans [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 110,000 | $ 110,000 | 110,000 | ||||||||||||||||||||||||||||||
Director #1 [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Options granted (in Shares) | shares | 500,000 | 500,000 | |||||||||||||||||||||||||||||||
Exercise price of option (in Dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||||||||||||||||||||||||||||||
Exercise term of options | 36 months | 36 months | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.059 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 10,000 | ||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 472 | ||||||||||||||||||||||||||||||||
Director #1 [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 300,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 200,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 300,000 | ||||||||||||||||||||||||||||||||
Director #2 [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Options granted (in Shares) | shares | 500,000 | ||||||||||||||||||||||||||||||||
Exercise price of option (in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||||||||||||||
Exercise term of options | 36 months | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 300,000 | ||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 18,480 | ||||||||||||||||||||||||||||||||
Director #2 [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 200,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 100,000 | 200,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 200,000 | ||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Options granted (in Shares) | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||
Exercise price of option (in Dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||||||||||||||||||||||||||||||
Exercise term of options | 36 months | 36 months | |||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 300,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 300,000 | ||||||||||||||||||||||||||||||||
Chairman of the Board of Directors and Two Directors [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 129,216 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | $ 115,045 | ||||||||||||||||||||||||||||||||
Chairman of the Board of Directors and Two Directors [Member] | Warrants Granted for Pre-Bridge Loans [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.077 | $ 0.06 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 500,000 | 100,000 | |||||||||||||||||||||||||||||||
Number of Units Issued (in Shares) | shares | 8 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 800,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 10,000 | 800,000 | 46,666 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 1,588 | $ 7,090 | |||||||||||||||||||||||||||||||
Options granted (in Shares) | shares | 550,000 | ||||||||||||||||||||||||||||||||
Exercise price of option (in Dollars per share) | $ / shares | $ 0.077 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 38,500 | ||||||||||||||||||||||||||||||||
Description of Warrants Granted | one warrant to purchase one share of the Company’s restricted stock at the exercise price at quarter end for each dollar of Mr. Deputy’s deferred gross salary for the year ended 2016 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.09 | ||||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 36 months | ||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | $ 0.14 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 317.00% | ||||||||||||||||||||||||||||||||
Fair Value Inputs, Discount Rate | 1.09% | ||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 48,000 | ||||||||||||||||||||||||||||||||
Officers' Compensation | $ 140,000 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 26,096 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||||||||||||
Accrued Salaries | $ 52,520 | $ 52,520 | |||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | Warrants Granted for Pre-Bridge Loans [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Two Key Employees [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Advisory Board Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 31,250 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 2,629 | ||||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||
Number of Directors | 2 | ||||||||||||||||||||||||||||||||
STUDS 1% Term Overriding Royalty Interest [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Offering Amount | $ 300,000 | ||||||||||||||||||||||||||||||||
Percentage of Monthly Gross Revenues Paid to Investors (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||
Investor, Investment Amount | $ 20,000 | ||||||||||||||||||||||||||||||||
Investor, Maximum Cumlative Renvue | $ 30,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | shares | 10,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 28, 2019 | ||||||||||||||||||||||||||||||||
Proceeds from Overriding Royalty Interest Offering | $ 300,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 150,000 | ||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 235.00% | ||||||||||||||||||||||||||||||||
Fair Value Inputs, Discount Rate | 1.09% | ||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||||||||||||
Working Interest Ownership | 10.00% | ||||||||||||||||||||||||||||||||
Cost Method Investments, Original Cost | $ 30,000 | ||||||||||||||||||||||||||||||||
Loans Payable [Member] | Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,000,000 | ||||||||||||||||||||||||||||||||
Production Payment Note [Member] | Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||||||||||||||||||||||||||||
Conversion of Shareholder Advances [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 20,000 | $ 50,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 285,714 | 800,000 | |||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.07 | $ 0.06 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 150,000 | $ 239,878 | |||||||||||||||||||||||||||||||
Extinguishment of Debt [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 20,000 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 250,000 | 1,600,000 | |||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 1,600,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 146,875 | $ 130,000 | |||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (109,879) | ||||||||||||||||||||||||||||||||
Shares Issued for Conversion of Debt [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 4,869 | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 110,000 | 146,875 | 316,800 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,468,750 | ||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Working interest | 15.00% | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 146,875 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 146,875 | ||||||||||||||||||||||||||||||||
Shares Issued as Settlement of Accounts Payable [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,000 | $ 120,146 | $ 0 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 150,000 | ||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||
Shares Issued as Settlement of Accounts Payable #2 [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 56,107 | ||||||||||||||||||||||||||||||||
Accredited Investors [Member] | STUDS 1% Term Overriding Royalty Interest [Member] | |||||||||||||||||||||||||||||||||
NOTE 5. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 14,336 | ||||||||||||||||||||||||||||||||
[1] | Funds that were paid in cash by the Company to various related parties to reimburse for funds that were previously loaned as a shareholder advances. | ||||||||||||||||||||||||||||||||
[2] | Shares were issued to extinguish outstanding liabilities of the Company. These liabilities could be outstanding shareholder advances, pre-bridge working capital loans or service related accounts payable. |
NOTE 6. NOTES PAYABLE (Details)
NOTE 6. NOTES PAYABLE (Details) - USD ($) | Sep. 28, 2016 | Aug. 25, 2016 | Aug. 17, 2016 | Jul. 25, 2016 | Jul. 13, 2016 | Jul. 01, 2016 | Jun. 17, 2016 | May 31, 2016 | May 02, 2016 | May 01, 2016 | Apr. 18, 2016 | Feb. 10, 2016 | Nov. 04, 2015 | Sep. 01, 2015 | May 08, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 17, 2013 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 15, 2016 | Oct. 31, 2016 | Sep. 01, 2016 | Aug. 18, 2016 | Mar. 11, 2016 | Sep. 23, 2015 | ||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.07 | $ 0.15 | $ 0.095 | $ 0.15 | $ 0.095 | ||||||||||||||||||||||||||
Warrants, Term of Warrants | 36 months | 36 months | |||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 500,000 | 500,000 | 262,000 | 5,740,416 | 7,740,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 41,891 | $ 79,223 | $ 29,161 | ||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 171,573 | $ 152,980 | $ 171,573 | ||||||||||||||||||||||||||||
Due to Related Parties | $ 46,000 | $ 46,000 | 550,000 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.08 | $ 77,000 | $ 0.16 | $ 0.14 | $ 0.16 | $ 0.06 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,076,000 | ||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | (109,879) | |||||||||||||||||||||||||||||
Long-term Debt, Excluding Current Maturities | $ 0 | 0 | 6,652 | ||||||||||||||||||||||||||||
Long-term Debt, Current Maturities | $ 26,186 | 26,186 | 21,144 | ||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 20,000 | 388,000 | 134,000 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 166,107 | 150,000 | [1] | ||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 92,000 | [2] | 8,000 | ||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,200,000 | 2,700,000 | |||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 800,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 800,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 80,000 | ||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (90,800) | ||||||||||||||||||||||||||||||
Number of Units Purchased by Accredited Investors (in Shares) | 22 | ||||||||||||||||||||||||||||||
Units Issued for Conversin of Debt (in Shares) | 8 | ||||||||||||||||||||||||||||||
Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 146,875 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2015 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Collateral | secured by 1,000,000 shares of restricted stock of the Company | ||||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||||||||||||
Stock Issued with Debt Extension, Shares (in Shares) | 500,000 | ||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||||
Stock Issued with Debt Extension, Value | $ 37,500 | ||||||||||||||||||||||||||||||
Working Interest Ownership | 25.00% | ||||||||||||||||||||||||||||||
SUDS Properties LLC [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.068 | ||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 300,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 300,000 | ||||||||||||||||||||||||||||||
Director #1 [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 0.059 | ||||||||||||||||||||||||||||||
Director #1 [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 200,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 300,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 300,000 | ||||||||||||||||||||||||||||||
Director #2 [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.06 | ||||||||||||||||||||||||||||||
Director #2 [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 100,000 | 200,000 | |||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 200,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 200,000 | ||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 100,000 | ||||||||||||||||||||||||||||||
Affiliated Entity [Member] | SUDS Properties LLC [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Long-term Debt, Excluding Current Maturities | $ 2,904,020 | 2,904,020 | |||||||||||||||||||||||||||||
Long-term Debt, Current Maturities | $ 95,980 | $ 95,980 | |||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 800,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.09 | ||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 36 months | ||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 10,000 | 800,000 | 46,666 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 1,588 | $ 7,090 | |||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.06 | $ 0.077 | |||||||||||||||||||||||||||||
Convertible Debt [Member] | Shareholder [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 550,000 | ||||||||||||||||||||||||||||||
Principal [Member] | Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.10 | ||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 146,875 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,468,750 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 146,875 | ||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 0 | ||||||||||||||||||||||||||||||
Interest [Member] | Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Repayments of Other Debt | $ 4,869 | ||||||||||||||||||||||||||||||
Convertible Secured Note #1 [Member] | Convertible Debt [Member] | Shareholder [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 350,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 350,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.30 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 1,000,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.80 | ||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 10 years | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 148,925 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 102,259 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 53.70% | ||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 350,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 17, 2016 | Jun. 30, 2017 | |||||||||||||||||||||||||||||
Convertible Secured Note #2 [Member] | Convertible Debt [Member] | Shareholder [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.30 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 285,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.80 | $ 0.15 | $ 0.15 | ||||||||||||||||||||||||||||
Warrants, Term of Warrants | 10 years | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 46,022 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 46,022 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2016 | Jun. 30, 2017 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 119.70% | ||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 500,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 79,223 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 31, 2021 | ||||||||||||||||||||||||||||||
Convertible Secured Note 3 [Member] | Convertible Debt [Member] | Shareholder [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.30 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 285,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.80 | ||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 10 years | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 49,873 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 50,127 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2016 | Jun. 30, 2017 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 132.20% | ||||||||||||||||||||||||||||||
Convertible Bridge Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 31, 2017 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | If the Company completes a qualified offering prior to July 31, 2017, the notes and accrued interest will automatically convert into the common shares at an 80% conversion rate. If not converted earlier, the principal and interest on the Note will convert into shares at the rate of $0.10 per share at maturity | ||||||||||||||||||||||||||||||
Promissory Note [Member] | Affiliated Entity [Member] | SUDS Properties LLC [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2016 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Collateral | The Promissory Note is secured by a 12.5% undivided working interest in the SUDS field. | ||||||||||||||||||||||||||||||
Working Interest Ownership | 50.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | If full payment is not made by December 31, 2016, the buyer extended the Note to June 30, 2017 by making a $10,000 payment in cash. | ||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | In the event the Company closes any financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay the Note. | ||||||||||||||||||||||||||||||
Production Payment Note [Member] | Affiliated Entity [Member] | SUDS Properties LLC [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Collateral | The Production Payment Note is secured by a 12.5% undivided working interest in the SUDS field. | ||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | paid out of twenty percent (20%) of the 50% undivided interest of net revenues received by the Purchaser that is attributable to the SUDS field assets | ||||||||||||||||||||||||||||||
Bridge Loan - Working Capital [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | [3] | $ 230,000 | |||||||||||||||||||||||||||||
Bridge Loan - Working Capital [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 20,000 | ||||||||||||||||||||||||||||||
Bridge Loan - Working Capital [Member] | Director #2 [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 110,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 20,000 | ||||||||||||||||||||||||||||||
Bridge Loan - Working Capital [Member] | Chaiman of Board, Director and CFO [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 230,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.09 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Due to Related Parties | $ 120,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Term | 60 days | ||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the loans are not paid in 60 days, a 10% warrant coverage default penalty is paid | ||||||||||||||||||||||||||||||
Warrant Coverage Ratio | 100.00% | ||||||||||||||||||||||||||||||
Bridge Loan - Working Capital [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 100,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 110,000 | ||||||||||||||||||||||||||||||
Rig Loan [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | [4] | 60,000 | |||||||||||||||||||||||||||||
Rig Loan [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 10,000 | ||||||||||||||||||||||||||||||
Rig Loan [Member] | Director #1 [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 10,000 | ||||||||||||||||||||||||||||||
Rig Loan [Member] | Director #2 [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 10,000 | ||||||||||||||||||||||||||||||
Rig Loan [Member] | Chaiman of Board, Director and CFO [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.059 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Warrant Coverage Ratio | 100.00% | ||||||||||||||||||||||||||||||
Rig Loan [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 10,000 | ||||||||||||||||||||||||||||||
Rig Loan [Member] | Director #3 [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 10,000 | ||||||||||||||||||||||||||||||
Prommissory Notes with Two Accredited Investors [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.12 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 31, 2017 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 100,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 31, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The Company will have the option of extending the notes for up to an additional six (6) months at an annual rate of 18% by paying interest monthly at a rate of 1.5%. | ||||||||||||||||||||||||||||||
Warrant Coverage Ratio | 50.00% | ||||||||||||||||||||||||||||||
Prommissory Notes with Two Accredited Investors [Member] | Interest [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | monthly at the rate of 1% | ||||||||||||||||||||||||||||||
Installment Note with CNH Industrial Capital [Member] | |||||||||||||||||||||||||||||||
NOTE 6. NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 57,613 | ||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 26,186 | 26,186 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.90% | ||||||||||||||||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||||||||||||||
Long-term Debt, Current Maturities | $ 26,186 | 26,186 | |||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 1,610 | ||||||||||||||||||||||||||||||
[1] | Shares were issued to extinguish outstanding liabilities of the Company. These liabilities could be outstanding shareholder advances, pre-bridge working capital loans or service related accounts payable. | ||||||||||||||||||||||||||||||
[2] | Funds that were paid in cash by the Company to various related parties to reimburse for funds that were previously loaned as a shareholder advances. | ||||||||||||||||||||||||||||||
[3] | Funds that were provided as pre-bridge working capital loans. These loans earn interest at 10% and are due in 60 days from issuance. | ||||||||||||||||||||||||||||||
[4] | Represents funds that were provided to purchase a pulling rig for maintenance work on the Company's wells |
NOTE 6. NOTES PAYABLE (Detail33
NOTE 6. NOTES PAYABLE (Details) - Schedule of Shareholder Advances - USD ($) | Aug. 25, 2016 | Feb. 10, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | ||||||
Balance | $ 46,000 | |||||
Additions | $ 20,000 | 388,000 | $ 134,000 | |||
Debt Conversion to Shares | $ 166,107 | 150,000 | [1] | |||
Cash | 92,000 | [2] | 8,000 | |||
Total Payments | 242,000 | |||||
Balance | 192,000 | $ 46,000 | ||||
Rig Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Additions | [3] | 60,000 | ||||
Bridge Loan - Working Capital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Additions | [4] | 230,000 | ||||
Advances [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Additions | [5] | $ 98,000 | ||||
[1] | Shares were issued to extinguish outstanding liabilities of the Company. These liabilities could be outstanding shareholder advances, pre-bridge working capital loans or service related accounts payable. | |||||
[2] | Funds that were paid in cash by the Company to various related parties to reimburse for funds that were previously loaned as a shareholder advances. | |||||
[3] | Represents funds that were provided to purchase a pulling rig for maintenance work on the Company's wells | |||||
[4] | Funds that were provided as pre-bridge working capital loans. These loans earn interest at 10% and are due in 60 days from issuance. | |||||
[5] | Funds that were provided by related parties as shareholder advances. |
NOTE 6. NOTES PAYABLE (Detail34
NOTE 6. NOTES PAYABLE (Details) - Contractual Obligation, Fiscal Year Maturity Schedule | Dec. 31, 2016USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
2,017 | $ 2,139,166 |
2,018 | 922,608 |
2,019 | 1,121,267 |
2,020 | 860,145 |
Total | $ 5,043,186 |
NOTE 7. EQUITY (Details)
NOTE 7. EQUITY (Details) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 07, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 28, 2016$ / sharesshares | Sep. 01, 2016$ / sharesshares | Aug. 28, 2016$ / sharesshares | Aug. 17, 2016USD ($)$ / sharesshares | May 02, 2016 | Apr. 18, 2016USD ($)$ / sharesshares | Mar. 11, 2016USD ($)$ / sharesshares | Feb. 01, 2016$ / sharesshares | Nov. 04, 2015 | Sep. 23, 2015$ / sharesshares | Sep. 01, 2015$ / sharesshares | May 01, 2015$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015USD ($)shares | Oct. 31, 2016$ / shares | Aug. 25, 2016$ / shares | Apr. 04, 2016shares | Sep. 24, 2015shares |
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.16 | $ 0.14 | $ 77,000 | $ 0.06 | $ 0.16 | $ 0.14 | $ 0.16 | $ 0.08 | |||||||||||||||
Class of Warrant or Rights, Granted | 500,000 | 500,000 | 262,000 | 5,740,416 | 7,740,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.15 | $ 0.095 | $ 0.07 | $ 0.15 | $ 0.095 | $ 0.15 | $ 0.095 | ||||||||||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||
2 | (3) | ||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 700,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | $ | $ 42,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 200,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $ | $ 15,400 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 18,157 | 11,607 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 2,869 | $ 1,625 | $ 53,278 | ||||||||||||||||||||
Number of Advisory Board Members | 7 | ||||||||||||||||||||||
Warrants, Term of Warrants | 36 months | 36 months | |||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 41,891 | $ 79,223 | $ 29,161 | ||||||||||||||||||||
Fair Value Assumptions, Exercise Price (in Dollars per share) | $ / shares | $ 0.095 | $ 0.095 | |||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 235.00% | 235.00% | |||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | ||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | 3 years | |||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||
2015 Stock Incentive Plan [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,000,000 | ||||||||||||||||||||||
Private Placement Dated May 1, 2015 [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 1,400,000 | |||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||
Units Subscribed | 14 | ||||||||||||||||||||||
Private Placement Dated September 1, 2015 [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 2,700,000 | |||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||||
Units Subscribed | 27 | ||||||||||||||||||||||
Number of Units Purchased by Accredited Investors | 7 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation by Share-based Arrangement, Option, Vesting Date | Sep. 30, 2016 | ||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.12 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 100,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | $ | $ 12,000 | ||||||||||||||||||||||
SUDs [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.1799 | $ 0.1799 | $ 0.068 | ||||||||||||||||||||
Working interest | 40.00% | 40.00% | 15.00% | 10.00% | |||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 24,308,985 | 24,308,985 | 1,000,000 | 10,586,805 | |||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.1799 | ||||||||||||||||||||||
Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||||||||||||
Working interest | 25.00% | 50.00% | 15.00% | ||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 3,500,000 | ||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||
Askarii Resources [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.05 | ||||||||||||||||||||||
Warrant [Member] | Private Placement Dated May 1, 2015 [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 1 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.12 | ||||||||||||||||||||||
Class of Warrant or Right, Expiration Date | Aug. 5, 2018 | ||||||||||||||||||||||
Warrant [Member] | Private Placement Dated September 1, 2015 [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||||
Class of Warrant or Rights, Granted | 1 | ||||||||||||||||||||||
Class of Warrant or Right, Expiration Date | Aug. 31, 2018 | ||||||||||||||||||||||
Monthly Warrants to Each Advisory Board Member [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 12,500 | ||||||||||||||||||||||
Monthly Advisory Board Warrants [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 87,500 | ||||||||||||||||||||||
Warrants Issued for Short Term Debt [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.12 | $ 0.12 | 0.12 | ||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 14,870 | ||||||||||||||||||||||
Warrant Expiration Date Description | December 2,019 | ||||||||||||||||||||||
Warrants Issued to Contractor [Member] | |||||||||||||||||||||||
NOTE 7. EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 40,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.14 | $ 0.14 | 0.14 | ||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 5,545 | ||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.16 | $ 0.16 | $ 0.16 |
NOTE 7. EQUITY (Details) - Sche
NOTE 7. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | Apr. 18, 2016 | Dec. 31, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||||||
Warrants Outstanding | 11,910,111 | 4,170,111 | |||||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.33 | $ 0.77 | |||||
Warrants Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | |||||
Warrants Outstanding, Weighted Average Remianing Contractual Term | 3 years 73 days | 3 years 6 months | 6 years 36 days | ||||
Warrants Granted | 500,000 | 500,000 | 262,000 | 5,740,416 | 7,740,000 | ||
Warrants Granted, Weighted Average Exercise Price | $ 0.09 | $ 0.10 | |||||
Warrants Granted, Weighted Average Remianing Contractual Term | 2 years 219 days | 2 years 219 days | |||||
Warrants Exercised | 825,000 | (825,000) | 0 | ||||
Warrants Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |||||
Warrants Expired | 0 | 0 | |||||
Warrants Expired, Weighted Average Exercise Price | $ 0 | $ 0 | |||||
Warrants Outstanding | 16,825,527 | 16,825,527 | 11,910,111 | ||||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.25 | $ 0.25 | $ 0.33 | ||||
Warrants Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
NOTE 7. EQUITY (Details) - Sc37
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted - shares | Apr. 18, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 500,000 | 500,000 | 262,000 | 5,740,416 | 7,740,000 |
Warrants Granted to Board of Directors [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 2,500,000 | 2,000,000 | |||
Warrants Granted to PORRI [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 150,000 | 0 | |||
Warrants Granted to CEO & CFO [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 206,666 | 40,000 | |||
Warrants Granted Providing Bond Related Collateral [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 31,250 | 0 | |||
Warrants Granted for Pre-Bridge Loans [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 230,000 | 290,000 | 0 | ||
Warrants Granted for Short-Term Debt [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 100,000 | 0 | |||
Warrants Granted to Advisory Board [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 262,500 | 0 | |||
Warrants Granted for Deferred Loan Penalty [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 10,000 | 0 | |||
Warrants Granted for Consulting Agreements [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 340,000 | 0 | |||
Warrants Granted on Rick Wilber Loan [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 500,000 | 0 | |||
Warrants Granted for Officer Signing Bonus [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 550,000 | 0 | |||
Warrants Granted in September 2015 Private Placement [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 800,000 | 3,500,000 | |||
Warrants Granted in May 2015 Private Placement [Member] | |||||
NOTE 7. EQUITY (Details) - Schedule of Warrants Granted [Line Items] | |||||
Warrants Granted | 0 | 2,200,000 |
NOTE 8. COMMITMENTS AND CONTI38
NOTE 8. COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Rent Expense, Minimum Rentals | $ 1,650 |
NOTE 9. OIL AND GAS ACQUISITI39
NOTE 9. OIL AND GAS ACQUISITIONS (Details) | Sep. 28, 2016USD ($)$ / sharesshares | Sep. 01, 2016USD ($)$ / sharesshares | Aug. 28, 2016USD ($)$ / sharesshares | Feb. 01, 2016USD ($)$ / sharesshares | Nov. 04, 2015USD ($) | Sep. 23, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Sep. 30, 2016$ / shares | Aug. 25, 2016$ / shares | Aug. 17, 2016$ / shares | Apr. 18, 2016$ / shares | Mar. 11, 2016$ / shares |
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Number of Drilled Wells | 16 | ||||||||||||
Number of Wells used as Collateral | 4 | ||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.16 | $ 0.14 | $ 0.08 | $ 77,000 | $ 0.06 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 4,773,186 | $ 719,903 | |||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||
Asset Retirement Obligation, Liabilities Incurred | $ 70,384 | $ 26,201 | |||||||||||
SUDS Properties LLC [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Percentage of working interest acquired | 10.00% | ||||||||||||
7.80% | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 10,586,805 | ||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.068 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 719,903 | ||||||||||||
Twin Lakes San Andres Unit Interest Acquisition [Member | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Percentage of working interest acquired | 15.00% | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 3,500,000 | ||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.75 | ||||||||||||
Percentage of Ownership | 40.00% | ||||||||||||
Number of shares issued to acquire business (in Shares) | shares | 3,500,000 | ||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||
Value of shares issued in acquisition | $ 350,000 | ||||||||||||
Working Interest Ownership | 25.00% | ||||||||||||
Business Combination, Consideration Transferred | $ 392,252 | $ 4,000,000 | |||||||||||
Asset Retirement Obligation, Liabilities Incurred | $ 42,252 | ||||||||||||
Payments to Acquire Oil and Gas Property | $ 8,401,318 | ||||||||||||
Askarii Resources [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Percentage of Ownership | 100.00% | ||||||||||||
Number of shares issued to acquire business (in Shares) | shares | 1,000,000 | ||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.05 | ||||||||||||
Value of shares issued in acquisition | $ 50,000 | ||||||||||||
SUDs [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 24,308,985 | 24,308,985 | 1,000,000 | 10,586,805 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.1799 | $ 0.1799 | $ 0.068 | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 4,373,186 | $ 4,373,186 | $ 719,903 | ||||||||||
Percentage of Ownership | 100.00% | ||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.1799 | ||||||||||||
Working Interest Ownership | 40.00% | 100.00% | |||||||||||
Asset Retirement Obligation, Liabilities Incurred | $ 28,132 | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 4,000,000 | ||||||||||||
Payments to Acquire Oil and Gas Property | $ 8,401,318 | $ 196,875 | |||||||||||
Trademarks [Member] | Askarii Resources [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Intangibles acquired | $ 10,000 | ||||||||||||
Internet Domain Names [Member] | Askarii Resources [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Intangibles acquired | 5,000 | ||||||||||||
Customer Lists [Member] | Askarii Resources [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Intangibles acquired | 10,000 | ||||||||||||
Customer Relationships [Member] | Askarii Resources [Member] | |||||||||||||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Intangibles acquired | $ 25,000 |
NOTE 9. OIL AND GAS ACQUISITI40
NOTE 9. OIL AND GAS ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
SUDs [Member] | ||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information [Line Items] | ||
Oil and Gas Sales | $ 328,301 | |
Net Loss | $ (1,989,642) | |
Loss per share (in Dollars per share) | $ (0.04) | |
Parent Company [Member] | ||
NOTE 9. OIL AND GAS ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information [Line Items] | ||
Oil and Gas Sales | $ 361,991 | |
Net Loss | $ (1,960,188) | |
Loss per share (in Dollars per share) | $ (0.03) |
NOTE 10. ASSET RETIREMENT OBL41
NOTE 10. ASSET RETIREMENT OBLIGATIONS (Details) - Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Apr. 18, 2016 | Sep. 30, 2016 | Dec. 31, 2016 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Estimated asset life | 3 years | 3 years | |
Asset Retirement Obligation Costs [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Inflation rate (avg.) | 2.10% | ||
Estimated asset life | 23 years |
NOTE 10. ASSET RETIREMENT OBL42
NOTE 10. ASSET RETIREMENT OBLIGATIONS (Details) - Schedule of Asset Retirement Obligations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 10. ASSET RETIREMENT OBLIGATIONS (Details) - Schedule of Asset Retirement Obligations [Line Items] | ||
Additional retirement obligations incurred | $ 70,384 | $ 26,201 |
Accretion expense | 38,998 | 11,856 |
Asset Retirement Obligation Costs [Member] | ||
NOTE 10. ASSET RETIREMENT OBLIGATIONS (Details) - Schedule of Asset Retirement Obligations [Line Items] | ||
Asset retirement obligations | 213,328 | 100,175 |
Obligations assumed in acquisition | 70,384 | 26,201 |
Additional retirement obligations incurred | 0 | 0 |
Change in estimate | 0 | 75,096 |
Accretion expense | 38,998 | 11,856 |
Settlements | 0 | 0 |
Asset retirement obligations | $ 322,710 | $ 213,328 |
NOTE 11. INCOME TAXES (Details)
NOTE 11. INCOME TAXES (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% |
Operating Loss Carryforwards | $ 7.8 |
Operating Loss Carryforwards, Expiration Date 1 | 2,032 |
NOTE 11. INCOME TAXES (Detail44
NOTE 11. INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Income tax expense computed at statutory rates | $ (656,523) | $ (649,815) |
Non-deductible items | 219,438 | 66,313 |
Change in valuation allowance | 437,085 | 583,502 |
Total | $ 0 | $ 0 |
NOTE 11. INCOME TAXES (Detail45
NOTE 11. INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Gross Values [Member] | ||
NOTE 11. INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Book impairment | $ 668,073 | $ 668,073 |
Net operating loss carryforwards | 7,120,879 | 5,911,319 |
Asset retirement obligation | 0 | 0 |
Other | 0 | 0 |
Total deferred tax assets | 7,788,952 | 6,579,392 |
Deferred tax liabilities | ||
O&G Properties | (6,496,717) | (2,211,892) |
Other | 0 | 0 |
Total deferred tax liabilities | (6,496,717) | (2,211,892) |
Less: Valuation allowance | (1,292,235) | (4,367,500) |
Net deferred tax assets (liabilities) | 0 | 0 |
Tax Effect [Member] | ||
NOTE 11. INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Book impairment | 233,825 | 233,826 |
Net operating loss carryforwards | 2,492,308 | 2,068,962 |
Asset retirement obligation | 0 | 0 |
Other | 0 | 0 |
Total deferred tax assets | 2,726,133 | 2,302,788 |
Deferred tax liabilities | ||
O&G Properties | (2,273,851) | (774,162) |
Other | 0 | 0 |
Total deferred tax liabilities | (2,273,851) | (774,162) |
Less: Valuation allowance | (452,282) | (1,528,626) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
NOTE 12. SUPPLEMENTAL INFORMA46
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) | 12 Months Ended | |
Dec. 31, 2016bbl | Dec. 31, 2015USD ($)bbl | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | ||
Capitalized Costs, Support Equipment and Facilities (in Dollars) | $ | $ 65,450 | |
Proved Developed Reserves Production | 6,643 | (6,643) |
Total Proved Reserves | 1,492,720 | |
Proved Developed and Undeveloped Reserves, Revisions of Previous Estimates | (58,297) | (99,207) |
NOTE 12. SUPPLEMENTAL INFORMA47
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure [Abstract] | ||
Property acquisitions | $ 8,723,186 | $ 769,916 |
Unevaluated | 0 | 0 |
Evaluated | 0 | 0 |
Exploration | 0 | 0 |
Development | 0 | 0 |
Total Costs Incurred | $ 8,723,186 | $ 769,916 |
NOTE 12. SUPPLEMENTAL INFORMA48
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Schedule of Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure [Abstract] | ||
Unevaluated properties | $ 0 | $ 0 |
Evaluated properties | 13,092,012 | 4,586,992 |
13,092,012 | 4,586,992 | |
Less: Accumulated DD&A | (1,042,545) | (996,863) |
Net capitalized costs | $ 12,049,467 | $ 3,590,129 |
NOTE 12. SUPPLEMENTAL INFORMA49
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Schedule of Proved Oil and Gas Reserve Quantities - bbl | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Proved Oil and Gas Reserve Quantities [Abstract] | ||
Balance | 734,520 | 301,900 |
Revisions of prior estimates | (58,297) | (99,207) |
Purchases of reserves in place | 1,557,660 | 536,140 |
Production | (6,643) | (4,313) |
Balance | 2,227,240 | 734,520 |
NOTE 12. SUPPLEMENTAL INFORMA50
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities - bbl | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Abstract] | ||
Estimated Quantities of Proved Developed Reserves – Oil (Bbls) | 1,206,010 | 287,780 |
Estimated Quantities of Proved Undeveloped Reserves – Oil (Bbls) | 1,021,230 | 446,740 |
NOTE 12. SUPPLEMENTAL INFORMA51
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities - bbl | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Abstract] | ||
Proved developed producing and non-producing reserve, Balance | 1,206,010 | 287,780 |
Proved undeveloped reserves, Balance | 1,021,230 | 446,740 |
Proved undeveloped reserves, Acquired Reserves | 568,257 | |
Proved undeveloped reserves, Revision of prior estimates | 6,233 | |
Proved developed producing and non-producing reserve, Acquired Reserves | 989,403 | |
Proved developed producing and non-producing reserve, Revision of prior estimates | (64,530) | |
Proved developed producing and non-producing reserve, Production | 6,643 | (6,643) |
NOTE 12. SUPPLEMENTAL INFORMA52
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure [Abstract] | |||
Future cash inflows | $ 90,265,000 | $ 35,738,970 | |
Future production costs | (47,050,770) | (17,472,870) | |
Future development costs | (10,396,000) | (4,955,500) | |
Future income taxes | 0 | 0 | |
Future net cash flows | 32,818,230 | 13,310,600 | |
Discount of future net cash flows at 10% per annum | (19,253,750) | (7,090,100) | |
Standardized measure of discounted future net cash flows | $ 13,564,480 | $ 6,220,500 | $ 6,303,880 |
NOTE 12. SUPPLEMENTAL INFORMA53
NOTE 12. SUPPLEMENTAL INFORMATION RELATING TO OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (Details) - Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows [Abstract] | ||
Beginning of year | $ 6,220,500 | $ 6,303,880 |
Sales and transfers of oil & gas produced, net of production costs | 175,048 | 40,633 |
Net changes in prices and production costs | (1,917,506) | (3,346,089) |
Changes in estimated future development costs | (673,960) | 360,790 |
Acquisitions of minerals in place, net of production costs | 9,941,241 | 4,851,420 |
Revision of previous estimates | (544,877) | (1,477,073) |
Change in discount | 817,235 | 630,388 |
Change in production rate or other | (453,201) | (1,143,449) |
End of year | $ 13,564,480 | $ 6,220,500 |
NOTE 13. BUSINESS SEGMENTS (Det
NOTE 13. BUSINESS SEGMENTS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Cost of equipment sold | $ 33,330 |
NOTE 13. BUSINESS SEGMENTS (D55
NOTE 13. BUSINESS SEGMENTS (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Revenues | $ 321,246 | $ 187,976 |
Net Income | ||
Net Income (Loss) | (1,875,779) | (1,856,614) |
Assets | ||
Assets | 13,211,624 | 4,196,016 |
Accounts Receivable | ||
Accounts Receivable | 199,003 | 48,633 |
Oil and Gas Exploration [Member] | ||
Revenues | ||
Revenues | 123,246 | 187,976 |
Net Income | ||
Net Income (Loss) | (2,052,004) | (1,856,614) |
Assets | ||
Assets | 13,026,082 | 4,196,016 |
Accounts Receivable | ||
Accounts Receivable | 199,003 | 48,633 |
Oil Field Services [Member] | ||
Revenues | ||
Revenues | 198,000 | 0 |
Net Income | ||
Net Income (Loss) | 176,225 | 0 |
Assets | ||
Assets | 185,542 | 0 |
Accounts Receivable | ||
Accounts Receivable | $ 0 | $ 0 |
NOTE 14. SUBSEQUENT EVENTS (Det
NOTE 14. SUBSEQUENT EVENTS (Details) - Twin Lakes San Andres Unit Interest Acquisition [Member - USD ($) | Feb. 12, 2017 | Sep. 01, 2016 | Aug. 28, 2016 | Nov. 04, 2015 |
NOTE 14. SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Additional working interest acquired | 25.00% | |||
Equity Method Investment, Ownership Percentage | 40.00% | |||
Value of consideration given for working interest | $ 392,252 | $ 4,000,000 | ||
$ 146,875 | ||||
Subsequent Event [Member] | ||||
NOTE 14. SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Additional working interest acquired | 60.00% | |||
Equity Method Investment, Ownership Percentage | 100.00% | |||
Value of consideration given for working interest | $ 639,675 | |||
Forgiveness of note | 316,800 | |||
1.3 | ||||
$ 116,700 |