Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Petrolia Energy Corporation | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 109,823,220 | |
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 | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 9,421 | $ 68,648 |
Accounts receivable | 18,520 | 199,003 |
Other current assets | 8,646 | 31,192 |
Total current assets | 36,587 | 298,843 |
Property & equipment | ||
Evaluated properties | 14,312,580 | 13,465,387 |
Furniture, equipment & software | 264,723 | 200,416 |
Less accumulated depreciation | (1,172,746) | (1,119,708) |
Net property and equipment | 13,404,557 | 12,546,095 |
Other Assets | ||
Intangible assets | 49,886 | 49,886 |
Note receivable | 0 | 316,800 |
Total Assets | 13,491,030 | 13,211,624 |
Current liabilities | ||
Accounts payable | 396,883 | 352,241 |
Accrued liabilities | 768,607 | 494,983 |
Debt short term | 0 | 275,000 |
Convertible debt – related party, unamortized discount of 0 and 0 | 0 | 550,000 |
Current maturities of installment notes payable | 32,582 | 26,186 |
Note payable – related parties | 212,100 | 1,287,980 |
Total current liabilities | 1,410,172 | 2,986,390 |
Asset retirement obligations | 460,947 | 322,710 |
Installment note payable – long term | 25,174 | 0 |
Note payable to related party – long term | 2,904,020 | |
Total Liabilities | 1,896,293 | 6,213,120 |
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized; 197,100 and 0 shares issued & outstanding | 197 | 0 |
Common stock, $.001 par value; 400,000,000 shares authorized; 108,239,887 and 79,034,505 shares issued and outstanding | 108,240 | 79,034 |
Additional paid in capital | 22,242,711 | 14,887,090 |
Accumulated deficit | (10,756,411) | (7,967,620) |
Total Stockholders’ Equity | 11,594,737 | 6,998,504 |
Total Liabilities and Stockholders’ Equity | $ 13,491,030 | $ 13,211,624 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Convertible debt, discount (in Dollars) | $ 0 | $ 0 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 197,100 | 0 |
Preferred stock, shares outstanding | 197,100 | 0 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 108,239,887 | 79,034,505 |
Common stock, shares outstanding | 108,239,887 | 79,034,505 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Oil and gas sales | ||||
Oil and gas sales | $ 40,632 | $ 21,863 | $ 116,024 | $ 79,156 |
Equipment sales – related party | 0 | 0 | 0 | 198,000 |
Total Revenue | 40,632 | 21,863 | 116,024 | 277,156 |
Operating expenses | ||||
Lease operating expense | 77,568 | 47,621 | 318,241 | 155,424 |
Cost of equipment sold | 0 | 0 | 0 | 33,330 |
Production tax | 2,150 | 1,074 | 7,284 | 3,846 |
General and administrative expenses | 986,296 | 508,329 | 2,131,070 | 1,139,432 |
Depreciation, depletion and amortization | 17,582 | 15,764 | 54,986 | 50,964 |
Asset retirement obligation accretion | 12,628 | 8,199 | 36,833 | 21,232 |
Total operating expenses | 1,096,224 | 580,987 | 2,548,414 | 1,404,228 |
Loss from operations | (1,055,592) | (559,124) | (2,432,390) | (1,127,072) |
Other Income (expenses) | ||||
Interest (expense) | (2,361) | (53,811) | (263,029) | (211,288) |
Other income | 0 | 16,385 | 805 | 51,345 |
Loss on conversion of debt | (5,422) | 0 | (94,177) | (14,336) |
Total Other Income (expenses) | (7,783) | (37,426) | (356,401) | (174,279) |
Net loss | (1,063,375) | (596,550) | (2,788,791) | (1,301,351) |
Series A Preferred Dividends | (41,134) | 0 | (49,767) | 0 |
Net Loss Attributable to Common Stockholders | $ (1,104,509) | $ (596,550) | $ (2,838,558) | $ (1,301,351) |
Loss per share (Basic and fully diluted) (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Weighted average number of shares of common stock outstanding (in Shares) | 102,760,115 | 48,079,201 | 88,594,051 | 44,445,850 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows Used in Operating Activities | ||
Net loss | $ (2,788,791) | $ (1,301,351) |
Adjustment to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 54,986 | 50,964 |
Accretion of debt discount | 0 | 171,573 |
ARO accretion | 36,833 | 21,232 |
Finance fee for extension of note payable | 60,101 | 0 |
Loss on conveyance of ORRI warrants | 0 | 14,336 |
Interest on ORRI conversion | 128,229 | 0 |
Guarantor fees | 482,586 | 0 |
Debt issuance costs | 47,319 | 22,166 |
Loss on conversion of Jovian debt | 88,755 | 0 |
Loss on conversion of short term debt | 5,422 | 0 |
Loss on sale of vehicle | 3,677 | 0 |
Stock-based compensation expense - employees | 278,941 | 118,425 |
Stock-based compensation expense - directors | 394,154 | 195,264 |
Stock-based compensation expense – consultant | 101,519 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 31,496 | (122,056) |
Inventory | 0 | 33,330 |
Other assets | 22,547 | 1,824 |
Accounts payable | 44,642 | 258,470 |
Accrued liabilities | 326,285 | 220,775 |
Net cash flows used in operating activities | (681,299) | (315,048) |
Cash Flows(used in) Provided by Investing Activities | ||
Cash acquired from investment in Askarii | 0 | 114 |
Proceeds from sale of property and equipment | 0 | 30,000 |
Purchase of fixed asset | (9,256) | (93,476) |
Cash flows (used in) provided by investing activities | (9,256) | (63,362) |
Cash Flows Provided by Financing Activities | ||
Proceeds from shareholder advances | 301,600 | 368,000 |
Payments of shareholder advances | (14,000) | (112,000) |
Proceeds from issuance of common stock | 110,065 | 48,000 |
Proceeds from short term loans | 0 | 85,000 |
Proceeds from issuance of preferred stock | 241,000 | 0 |
Cash paid for PORRI conversion | (3,230) | 0 |
Payments on notes payable | (4,107) | (1,610) |
Cash flows provided by financing activities | 631,328 | 387,390 |
Net change in cash and cash equivalents | (59,227) | 8,980 |
Beginning of period | 68,648 | 3,091 |
End of period | 9,421 | 12,071 |
SUPPLEMENTAL DISCLOSURES | ||
Interest Paid | 22,782 | 24,770 |
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Initial recognition of asset retirement obligation | 101,405 | 50,296 |
Purchase of Askarii | 0 | 50,000 |
Settlement of accounts receivable and other assets for oil and gas properties | 465,788 | 0 |
Sale of Vehicle to Related Party [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Non-cash transaction, value of consideration given | 8,677 | 0 |
Note Issued for Purchase of Vehicle [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Note issued | 35,677 | 0 |
Preferred Shares Issued for Purchase of Equipment [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 30,000 | 0 |
Settlement of Debt with Preferred Shares [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 154,000 | 0 |
Settlement of Related Party Debt with Preferred Shares [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 925,900 | 0 |
Settlement of Debt with Common Shares [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 32,532 | 0 |
Settlement of Investment with Preferred Shares [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 405,000 | 0 |
Settlement of Related Party Debt with Common Shares and Warrants [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 4,033,151 | 0 |
Payment of Affiliated Note Through Share Issuance [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 0 | 146,876 |
Settlement of Accounts Payable through Share Issuance [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 0 | 110,106 |
Transfer to Askani Inventory [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Non-cash transaction, value of consideration given | 0 | 146,861 |
Shares Issued in Payment of Shareholder Advance [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 0 | 150,000 |
Shares Issued for Oil and Gas Property Interest [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Shares issued | 0 | 4,723,186 |
Note Issed for Oil and Gas Property Interest [Member] | ||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Note issued | $ 0 | $ 4,000,000 |
NOTE 1. ORGANIZATION AND BASIS
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION: | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION: Petrolia Energy Corporation (“we”, “us”, “Petrolia” and the “Company”) an oil and gas exploration, development, and production company. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2016, as reported in Form 10-K, have been omitted. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Askarii Resources. Our subsidiary operates in the oil field services industry, providing equipment and services to various oil field related companies. All significant intercompany transactions are eliminated in the consolidation process. Since the single subsidiary is wholly-owned, all non intercompany balances are included in the consolidated financial statement balances. |
NOTE 2. SUMMARY OF SIGNIFICANT
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying unaudited consolidated financial statements follows. Management Estimates — Intangible Assets Our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. Intangible assets acquired as part of a business combination are capitalized at their acquisition-date fair value. Preferred Stock Equipment sales when the significant risks and rewards of ownership have been transferred to the buyer and the recovery of the consideration is probable. 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 | 9 Months Ended |
Sep. 30, 2017 | |
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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to generate profits by reworking its existing oil or gas wells and drilling additional wells, as needed. The Company will need to raise funds through either the sale of its securities, issuance of corporate bonds, joint venture agreements and/or bank financing to accomplish its goals. The Company does not have any commitments or arrangements from any person to provide the Company with any additional capital, at this time. If additional financing is not available when needed, the Company may need to cease operations. The Company may not be successful in raising the capital needed to drill and/or rework existing oil wells. Any additional wells that the Company may drill may be non-productive. Management believes that actions presently being taken to secure additional funding for the reworking of its existing infrastructure will provide the opportunity for the Company to continue as a going concern. Since the Company has an oil producing asset, its goal is to increase the production rate by optimizing its current infrastructure. 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. NOTES PAYABLE
NOTE 4. NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4. NOTE PAYABLE On January 6, 2017, the Company purchased a truck and entered into an installment note with Don Ringer Toyota in the amount of $35,677 for a term of five years at 5.49% APR. During May 2017, the Company offered all debt holders the option to convert their outstanding debt and interest thereon into Preferred Stock (as defined in Note 5, below), $250,000 of Short Term Notes and $9,000 of interest thereon were converted by the holders into 25,900 shares of Preferred Stock. Included in this conversion was $100,000 of debt and $5,000 of interest by James Burns. |
NOTE 5. EQUITY
NOTE 5. EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 5. EQUITY Preferred Stock – 1,000,000 Effective April 11, 2017, the Company initiated a $2,000,000 Series A Convertible Preferred Stock (“Preferred Stock”) offering at a price of $10.00 per share. The holders of Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 9%. The Preferred Stock will automatically convert into common stock when the Company’s common stock market price equals or exceeds $0.30 per share for 30 consecutive days. At conversion, the value of each dollar of preferred share will convert to 7.1429 common shares (which results in a $0.14 per common share conversion rate). During the second quarter of 2017, 120,590 shares or $1,205,900 of the offering had been issued. The 120,590 shares were issued as follows: conversion of TORRI (40,500 shares) – See Note 7 for additional details, conversion of debt (28,900 shares - 25,900 related to short term notes [as described in Note 4] and 3,000 related to equipment purchase), conversion of shareholder advances (27,090 shares of which 840 was for accrued interest, see Note 7 for further explanation) and cash (24,100 shares). Of the 120,590 shares, 57,990 of the shares were issued to related parties while 62,600 of the shares were issued to third parties. On July 6, 2017, Mr. Rick Wilber agreed to convert his cumulative outstanding debt of $550,000 into 55,000 shares of Preferred Stock. The outstanding debt included the following: a $350,000 Convertible Secured Note dated June 17, 2013, a $100,000 Convertible Secured Note dated September 30, 2013 and a $100,000 Convertible Secured Note dated December 31, 2013. Subsequent to this conversion, all of the Company’s debt with Mr. Wilber is deemed cancelled and it is no longer due and payable. Mr. Wilber retains both the warrants and shares that were previously issued by the Company related to the original sale of these notes (and their respective amendments). As described in greater detail in Note 7 below, on July 19, 2017, Jovian Petroleum Corporation (“Jovian”) converted $2 million of its remaining debt into 12,749,286 shares of the Company’s common stock and 21,510 shares of the Company’s Preferred Stock. The Preferred Stock was priced at $10.00 per share with a value of $215,100. Refer to Note 7 for further explanation. The CEO of Jovian is Quinten Beasley, our director, and the largest shareholder of Jovian is Zel C. Khan, our CEO and director. Common Stock Effective March 31, 2017, the seven (7) Advisory Board members were compensated for their service from January 1, 2017 through March 31, 2017 by the granting of warrants to purchase 12,500 shares of common stock each per quarter per Board member (in aggregate 87,500 total warrants per quarter), at an average exercise price of $0.14 per share, which vested immediately, and are exercisable for 36 months thereafter. The warrants were issued with a fair value of $12,127 based on an average $0.14 valuation, volatility of 296%, a discount rate of 1.09% and a 3 year term. The warrants were valued using the Black Sholes valuation model. These warrants are subject to a clawback provision which would be ratably invoked if an advisory board member did not complete his 2017 service term. Effective March 31, 2017, the Advisory Board was dissolved and no other warrants were issued subsequent to the first quarter of 2017. Effective February 1, 2017, the Company entered into a consulting agreement in exchange for geology related services. Specifically these services include providing reports detailing analysis of present and potential oil and gas assets. The term of the agreement is one (1) year, subject to a one (1) year extension. The consultant is to be granted warrants to purchase 25,000 shares of common stock for services provided each quarter. The exercise price of the warrants will be the market price of the Company’s stock at quarter end, the warrant term expires 3 years from the date of grant. During the second quarter of 2017, 25,000 warrants were issued with a fair value of $2,217 based on an average $0.09 valuation, volatility of 296%, a discount rate of 1.09% and a 3 year term. The warrants vested immediately. As of September 30, 2017, the consultant has been granted warrants to purchase 50,000 shares of common stock, with a fair value of $5,683. On December 13, 2016 the Company entered into a consulting agreement in exchange for assistance with evaluating financial offers, raising capital and other strategic operational decisions. The consultant is to be granted warrants to purchase 40,000 common shares for each month of service. The exercise price of the warrants is $0.14 per share and the term is 3 years. During the first quarter of 2017, warrants to purchase 120,000 shares of common stock were issued with a fair value of $15,836, based on a $0.14 valuation, volatility of 296%, a discount rate of 1.09% and the term is 3 years. The warrants vested immediately. The Board of Directors authorized the Company to allow outstanding warrant-holders to exercise their outstanding warrants at a 20% discount to the stated exercise price of their warrants. On May 12, 2017 a warrant holder exercised warrants to purchase 600,000 shares of common stock by remitting a payment of $48,000 at an exercise price of $0.08 per share which is a 20% discount to the originally stated price of $0.10 per share. On December 31, 2016 the Company signed an amendment with Rick Wilber concerning his outstanding convertible debt. A clause in the amendment stated that if the outstanding principal balance of Mr. Wilber’s debt was not paid back by January 1, 2017 then he was due to receive warrants to purchase 80,000 shares of Company common stock for each month the balance remained outstanding. The balance was not repaid during the second quarter of 2017. During the second quarter of 2017, Mr. Wilber received warrants to purchase a total of 240,000 shares of common stock which were valued at $28,441, with an exercise price of $0.15 per share that expire five (5) years from their grant dates. As of September 30, 2017, Mr. Wilber has been granted warrants to purchase a total of 480,000 shares of common stock with a fair value of $60,101. On July 6, 2017, the Company contracted with an attorney to facilitate the conversion of the Rick Wilber debt (described directly above). To compensate the attorney for his service, he was granted 150,000 shares of common stock valued at $15,000. On July 31, 2017, based on the terms of the agreement, the Company’s final outstanding $25,000 Convertible Bridge Note was mandatorily converted to 271,096 shares of common stock. Based on the agreement, the debt was converted at $0.10 per share. This included the principal balance of $25,000 and accrued interest of $2,110. However, the market price of the shares on the conversion date was $0.12 per share resulting in a loss on conversion of $5,422. On August 15, 2017, in exchange for services related to negotiations concerning our New Mexico operating bond requirements, the Company paid one of its attorneys a bonus of 500,000 shares of common stock that was valued at $65,000. Summary information regarding common stock warrants issued and outstanding as of September 30, 2017, is as follows: Warrants Weighted Average Exercise Price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at year ended December 31, 2016 16,825,527 $ 0.26 $ - 3.20 Granted 16,659,167 0.23 - 3.14 Exercised (1,635,000 ) 0.08 - - Expired - - - - Outstanding at quarter ended September 30, 2017 31,849,694 $ 0.24 $ 308,906 2.72 |
NOTE 6. COMMITMENTS AND CONTING
NOTE 6. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6. COMMITMENTS AND CONTINGENCIES The Company, as a lessee of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the Company for the cost of pollution clean-up resulting from operations and subject the Company to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company is not aware of any environmental claims existing as of September 30, 2017, which have not been provided for, or covered by insurance or which may have a material impact on its financial position or results of operations. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered on the Company’s properties. Office Lease |
NOTE 7. RELATED PARTY
NOTE 7. RELATED PARTY | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 7. RELATED PARTY TRANSACTIONS Transactions with related parties and affiliates In association with the employment agreement of Paul Deputy, our Chief Financial Officer, 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 quarter ended September 30, 2017. Mr. Deputy’s total accrued salary from September 1, 2016 to September 30, 2017 was $157,520. The Company granted warrants to purchase 35,000 shares of common stock for the quarter ended September 30, 2017 valued at $4,146 (the Company also granted warrants to purchase 35,000 shares of common stock for the quarter ended June 30, 2017 valued at $3,106 and for the quarter ended March 31, 2017 valued at $4,851). The warrants granted for the quarter ended September 30, 2017 are based on a $0.12 price per share valuation, volatility of 286%, a discount rate of 1.09% and a 3 year term. The aggregate fair value of the warrants for the nine months ended September 30, 2017 was $12,103. The warrants were valued using the Black Sholes valuation model. The warrants were recognized as stock compensation expense. 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 and the award vests over a twenty four (24) month term. Consequently, $8,500 of the award is being expensed each quarter. During the third quarter of 2017, $8,500 of the award was expensed. For the nine months ended September 30, 2017, $25,500 of the award was expensed. There is no remaining un-expensed award amount. On April 18, 2017 James E Burns was appointed President of the Company and entered into an employment agreement with the Company to serve as President. The agreement provides that the Company will pay Mr. Burns $300,000 per year in base salary. For the first year of employment, $100,000 of the salary will be paid in cash, the remaining amount will be paid by the issuance of 1,400,000 shares of common stock. On June 30, 2017, 350,000 shares, valued at $35,000, were issued in accordance with Mr. Burns common stock related salary compensation. On September 30, 2017 350,000 shares, valued at $42,000, were issued in accordance with Mr. Burns common stock related salary compensation. The $100,000 cash salary will commence after $1,000,000 is raised from the Series A Preferred Offering or a material event that brings cash into the Company. A one-time signing bonus of 1,000,000 shares of common stock, valued at $120,000, was granted to Mr. Burns upon execution of the agreement. Mr. Burns will also receive an annual bonus based on the percentage increase in stock price during the year. For every percentage point increase in stock price, Mr. Burns will be paid that percentage times his base salary. For example, if the stock price increased by 20%, then a $60,000 bonus ($300,000 * 20% = $60,000) would be paid. On an annual basis, Mr. Burns will also receive service related warrants to purchase 1,000,000 shares of common stock with an exercise price of $0.14 per share. At September 30, 2017, warrants to purchase 250,000 shares of common stock were granted, valued at $29,580, related to his 3 rd nd On June 8, 2017, the Company sold a 2007 Toyota Tundra truck to Jovian for $5,000. The payment was made through a $5,000 reduction of Jovian’s shareholder advance balance. The transaction resulted is a loss of $3,677 based on an original cost of $10,625 and accumulated depreciation of $1,948. During the nine months ended September 30, 2017, shareholders advanced an additional $301,600 to the Company, the Company made payments back to shareholders of $19,000 ($5,000 out of the $19,000 related to the truck purchase disclosed above) and $262,500 of outstanding debt was converted to Series A Preferred Stock. This resulted in an increase to the shareholder advance liability from $192,000 at December 31, 2016 to $212,100 at September 30, 2017. The following related parties (Leo Womack - $55,000, Lee Lytton - $25,000, Joel Oppenheim - $167,500 and Paul Deputy - $15,000) converted their shareholder advances into Preferred Stock. For their service as Directors on the Company’s Board of Directors, on May 23, 2017, the Board granted Leo B. Womack, the Chairman of the Board of Directors of the Company an option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share, which vested immediately, and is exercisable for 36 months thereafter. The Board also granted Lee Lytton, Joel Oppenheim, Quinten Beasley and Saleem Nizami, 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 $0.15 per share, which vested immediately, and are exercisable for 36 months thereafter. The fair value of the options granted on May 23, 2017 is $356,027, based on a $0.15 valuation, volatility of 235%, a discount rate of 1.09% and a 3 year term. The total amount of the options was expensed during the nine months ended September 30, 2017. These warrants are subject to a clawback provision which would be ratably invoked if a director did not complete his 2017 service term. Beginning February 1, 2016, the Company sponsored the SUDS 1% Term Overriding Royalty Interest offering (“ORRI”) on behalf of the SUDS field to raise $300,000 to purchase and install pump jacks for twenty two (22) previously drilled wells at the field. Under the terms of the offering, investors received 1% of the gross revenue from the field monthly, based on their investment of $20,000 until such time they receive a cumulative revenue amount of $30,000. At its completion, the ORRI raised a total of $300,000. Effective April 18, 2017, all owners of SUDS ORRI interests were authorized to convert their interests, at their sole discretion, to Preferred Stock in the Company in conjunction with the Company’s current Series A Preferred Stock Offering. Included in this conversion offering each investor converted ORRI interests equal to the cumulative revenue amount of $30,000, less their revenue received since inception. During the second quarter of 2017, 14% of the 15% outstanding SUDS ORRI interests were converted to Preferred Stock of the Company. This conversion resulted in 40,500 shares of Preferred Stock being issued to those holders who chose to convert, with a value of $405,000. The transaction resulted in an increase to Oil and Gas Property assets by $280,000 and an increase to interest expense of $128,229 and a cash true-up payment of $3,230. Related parties (James Burns, Joel Oppenheim, Paul Deputy, Lee Lytton, Leo Womack and Jovian) converted 6% in ORRI interests and received a total of 17,400 shares of Preferred Stock (2,900 shares of Preferred Stock each), with the total valued at $174,000. As of April 18, 2017 Mr. James Burns and Mr. Saleem Nizami were elected Directors of the Company. In exchange for accepting their appointments, each individual was granted 100,000 shares of common stock valued at $0.13 per share. Each Directors shares were valued at $13,000. On May 23, 2017, related party debt holders were offered the option to convert their outstanding loan balances of $362,500 and accrued interest of $13,400 (totaling $375,900) into Preferred Stock. As a result, the following Preferred Stock shares were issued: Leo Womack 5,500 shares, Joel Oppenheim 17,590 shares, Lee Lytton 2,500 shares, James Burns 10,500 shares and Paul Deputy 1,500 shares. In addition, any holder of any non-interest bearing loan converted also received warrants to purchase four shares of common stock for each dollar converted. Consequently, a total of warrants to purchase 400,000 shares of common stock were granted (Leo Womack 70,000 shares, Joel Oppenheim 270,000 shares, Lee Lytton 30,000 shares and Paul Deputy 30,000 shares) as part of the conversion, which each had an exercise price of $0.20 per share and a term of 3 years. The warrants were valued at $47,319. Any loan that had received warrants when initially issued did not receive additional warrants in this conversion offering. Jovian converted its outstanding $4,000,000 of debt in two tranches, a $2,000,000 first tranche on May 30, 2017 and a $2,000,000 second tranche on July 19, 2017. Although the two transactions occurred in different reporting periods, the two transactions were contemplated together, and they were accounted for as one extinguishment that was accomplished in two tranches, the first in May 2017 and the second in July 2017. Tranche 1 Tranche 2 The consideration for the debt extinguished consisted of the following: · 10 million shares of common stock which were valued using the market price on the date of issuance of $0.14 per share ($1,400,000) · Warrants to purchase 6 million shares of common stock with an exercise price of $0.20 per share based on a $0.12 valuation, volatility of 293%, a discount rate of 1.09% and warrants to purchase 4 million shares of common stock with an exercise price of $0.35 per share based on a $0.12 valuation, volatility of 293%, and a discount rate of 1.09%. All warrants expire in 3 years. The 6 million warrants were valued at $709,776 while the 4 million warrants were valued at $471,104, totaling $1,180,880. · 12,749,286 shares of common stock which were valued using the market price on the date of issuance of $0.104 per share ($1,325,926). · The Preferred Stock was valued at $10.00 per share, the cash price paid by third party investors for the same stock with an aggregate value of $215,100. The combination of the two transactions resulted in an $88,755 loss which was recognized in the second quarter of 2017. The extinguishment of tranche 2 was recognized in the third quarter, with no impact on the consolidated statement of operations. On May 23, 2017, James E. Burns, the President of the Company, sold a Caterpillar D6 Dozer to the Company in exchange for 3,000 shares of Preferred Stock. The equipment was valued at $30,000. On August 1, 2017 Mr. Joel Oppenheim provided a Letter of Credit (LOC), which was posted as collateral, in order for the Company to issue operating bonds with the State of New Mexico for the operation of 25 Twin Lakes San Andres Unit wells. In exchange for the LOC, the Company issued Mr. Oppenheim 2,000,000 shares of common stock valued at $246,000 and warrants to purchase 2,000,000 shares of common stock valued at $236,586 with an exercise price of $0.14 per share. The warrants are based on a $0.12 price per share valuation, volatility of 286%, a discount rate of 1.09% and a 3 year term. For each quarter following the initial advance until the LOC is revoked an additional two hundred fifty thousand (250,000) warrants will be granted. The exercise price of those warrants will be the average common stock market price over the previous 90 days. In addition, Petrolia will provide security interest in the form of 100% undivided working interest in the Noack field. On September 26, 2017, Mr. Oppenheim was issued 1,035,000 shares of common stock. These shares were the result of exercising warrants to purchase 1,035,000 shares of common stock, at an exercise price of $0.06 per share, which included the remittance of $62,065 as the aggregate exercise price. |
NOTE 8. BUSINESS SEGMENTS
NOTE 8. BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 8. BUSINESS SEGMENTS We are a diversified oil and gas company with operations in two segments: Oil and Gas Exploration and Production exploration, development, and production Oil field services Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Revenues Oil & Gas $ 40,632 $ 21,863 $ 116,024 $ 79,156 Oil field services - - - 198,000 Net Income (Loss) Oil & Gas (1,059,243 ) (592,501 ) (2,776,563 ) (1,481,624 ) Oil field services (4,132 ) (4,048 ) (12,228 ) 180,273 Assets Oil & Gas 13,397,430 13,018,302 13,397,430 13,018,302 Oil field services 93,600 109,476 93,600 109,476 Accounts Receivable Oil & Gas 18,520 170,689 18,520 170,689 Oil field services $ - $ - $ - $ - All segment expenses were incurred by the Oil & Gas segment except for the cost of equipment sold of $33,330 which was incurred in the nine months ended September 30, 2016. |
NOTE 9. ASSET ACQUISITIONS
NOTE 9. ASSET ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 9. ASSET ACQUISITIONS TLSAU 60% Acquisition 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, 2017. The agreement assigned Dead Aim Investments’ (“Dead Aim”) 60% ownership interests to the Company. As a result of this transaction, Petrolia now owns 100% working interest in TLSAU. Consideration of $465,798 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 million face value) which we acquired in November 2015 and the write-off of $148,988 of Dead Aim’s outstanding accounts receivable to Petrolia. Dead Aim assumed liability (prior to the acquisition) for the OPBE note that the Company purchased. The table below represents the proforma financial statement showing the effects of the combined entity for the periods presented above: Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Oil and gas sales $ 40,632 $ 29,789 $ 121,584 $ 333,577 Net Loss $ (1,063,375 ) $ (678,407 ) $ (2,796,890 ) $ (1,457,436 ) Loss per share (basic and fully diluted) $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) |
NOTE 10. SUBSEQUENT EVENTS
NOTE 10. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10. SUBSEQUENT EVENTS On September 21, 2017 our majority stockholders, via written consent to action without meeting, approved (1) the adoption of an amendment to the Petrolia Energy Corporation 2015 Stock Incentive Plan to (a) increase by 36,000,000 (to 40,000,000) the number of shares of common stock reserved for issuance under the plan; and (b) amend the definition of “Eligible Person” under the plan; (2) the filing of a Certificate of Amendment to the Company’s Certificate of Formation with the Secretary of State of Texas to (a) increase the number of authorized shares of common stock, par value $0.001 per share of the Company, to 400,000,000 shares of common stock; and (b) amend the par value of the Company’s preferred stock, from $0.10 per share to $0.001 per share (the “Amendment”); and (3) authority for our Board of Directors, without further stockholder approval, to effect a reverse stock split of all of the outstanding common stock of the Company, by the filing of a Certificate of Amendment to the Company’s Certificate of Formation with the Secretary of State of Texas, in a ratio of between one-for-two and one-for-fifty, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before the earlier of (a) March 1, 2018; and (b) the date of the Company’s 2018 annual meeting of stockholders. On November 6, 2017, the Amendment was filed with the Secretary of State of Texas and the filing became effective on November 10, 2017. On October 1, 2017, the Company initiated a new $500,000 private placement offering consisting of 10 units to “accredited investors”, with each unit consisting of (1) 416,667 shares of restricted common stock and (2) warrants to purchase 416,667 additional shares of common stock at an exercise price of $0.20 per share at any time prior to October 1, 2020. Each unit is being sold for $50,000. Subsequent to September 30, 2017 the Company has sold a total of 3.8 units which included 1,583,335 restricted shares of common stock and warrants to purchase 1,583,335 shares of common stock, for an aggregate value of $190,000. Included in the aggregate purchases, a director purchased 4/5 of one unit valued at $40,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Management Estimates — |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. Intangible assets acquired as part of a business combination are capitalized at their acquisition-date fair value. |
Preferred Stock Policy [Policy Text Block] | Preferred Stock |
Revenue Recognition, Equipment Sales [Policy Text Block] | Equipment sales when the significant risks and rewards of ownership have been transferred to the buyer and the recovery of the consideration is probable. |
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 5. EQUITY (Tables)
NOTE 5. EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017, is as follows: Warrants Weighted Average Exercise Price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at year ended December 31, 2016 16,825,527 $ 0.26 $ - 3.20 Granted 16,659,167 0.23 - 3.14 Exercised (1,635,000 ) 0.08 - - Expired - - - - Outstanding at quarter ended September 30, 2017 31,849,694 $ 0.24 $ 308,906 2.72 |
NOTE 8. BUSINESS SEGMENTS (Tabl
NOTE 8. BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Revenues Oil & Gas $ 40,632 $ 21,863 $ 116,024 $ 79,156 Oil field services - - - 198,000 Net Income (Loss) Oil & Gas (1,059,243 ) (592,501 ) (2,776,563 ) (1,481,624 ) Oil field services (4,132 ) (4,048 ) (12,228 ) 180,273 Assets Oil & Gas 13,397,430 13,018,302 13,397,430 13,018,302 Oil field services 93,600 109,476 93,600 109,476 Accounts Receivable Oil & Gas 18,520 170,689 18,520 170,689 Oil field services $ - $ - $ - $ - |
NOTE 9. ASSET ACQUISITIONS (Tab
NOTE 9. ASSET ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The table below represents the proforma financial statement showing the effects of the combined entity for the periods presented above: Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Oil and gas sales $ 40,632 $ 29,789 $ 121,584 $ 333,577 Net Loss $ (1,063,375 ) $ (678,407 ) $ (2,796,890 ) $ (1,457,436 ) Loss per share (basic and fully diluted) $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) |
NOTE 4. NOTES PAYABLE (Details)
NOTE 4. NOTES PAYABLE (Details) - USD ($) | Jul. 31, 2017 | Jul. 06, 2017 | Jan. 06, 2017 | May 31, 2017 | Jun. 30, 2017 | May 23, 2017 | May 12, 2017 |
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 35,677 | ||||||
Debt Instrument, Term | 5 years | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.49% | ||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 271,096 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.20 | $ 0.08 | |||||
Series A Preferred Stock [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 550,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 55,000 | ||||||
Notes Payable, Other Payables [Member] | Series A Preferred Stock [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 25,900 | ||||||
Principal [Member] | Notes Payable, Other Payables [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | ||||||
Interest [Member] | Notes Payable, Other Payables [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | 9,000 | ||||||
Convertible Debt [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.15 | ||||||
Convertible Debt [Member] | Principal [Member] | Shareholder [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | ||||||
Convertible Debt [Member] | Interest [Member] | Shareholder [Member] | |||||||
NOTE 4. NOTES PAYABLE (Details) [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5,000 |
NOTE 5. EQUITY (Details)
NOTE 5. EQUITY (Details) | Aug. 15, 2017USD ($)shares | Jul. 31, 2017USD ($)$ / sharesshares | Jul. 19, 2017USD ($)$ / sharesshares | Jul. 06, 2017USD ($)shares | May 23, 2017USD ($)$ / sharesshares | May 12, 2017USD ($)$ / sharesshares | Apr. 11, 2017USD ($)$ / shares | May 31, 2017shares | Jul. 19, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Dec. 31, 2016shares |
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Shares Issued | 197,100 | 0 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 271,096 | |||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 25,000 | |||||||||||||
Class of Warrant or Rights, Granted | 400,000 | 16,659,167 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.20 | $ 0.08 | ||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 47,319 | |||||||||||||
Outstanding Warrants, Discount on Exercise Price | 20.00% | |||||||||||||
Class of Warrant or Rights, Exercised | 600,000 | 1,635,000 | ||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 48,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 | 150,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 65,000 | $ 15,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.10 | |||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ | $ (5,422) | $ (5,422) | $ 0 | |||||||||||
Principal [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | 25,000 | |||||||||||||
Interest [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 2,110 | |||||||||||||
Convertible Debt [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Class of Warrant or Rights, Granted | 240,000 | 480,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.15 | |||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 28,441 | $ 60,101 | ||||||||||||
Debt Instrument, Description | On December 31, 2016 the Company signed an amendment with Rick Wilber concerning his outstanding convertible debt. A clause in the amendment stated that if the outstanding principal balance of Mr. Wilber’s debt was not paid back by January 1, 2017 then he was due to receive warrants to purchase 80,000 shares of Company common stock for each month the balance remained outstanding. | |||||||||||||
Warrants Granted to Advisory Board Members [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Number of Advisory Board Members | 7 | |||||||||||||
Share-based Compensation by Share-based Arrangement, Option, Vesting Date | Mar. 31, 2017 | |||||||||||||
Class of Warrant or Rights, Granted | 87,500 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.14 | |||||||||||||
Warrants, Term of Warrants | 36 months | |||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 12,127 | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 296.00% | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | |||||||||||||
Fair Value Assumptions, Expected Term | 3 years | |||||||||||||
Warrants Granted to Each Advisory Baord Member [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Class of Warrant or Rights, Granted | 12,500 | |||||||||||||
Warrants Granted to Consultant #2 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Class of Warrant or Rights, Granted | 25,000 | 50,000 | ||||||||||||
Warrants, Term of Warrants | 3 years | |||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 2,217 | $ 5,683 | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 296.00% | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | |||||||||||||
Fair Value Assumptions, Expected Term | 3 years | |||||||||||||
Consulting Agreement, Term | The term of the agreement is one (1) year, subject to a one (1) year extension. | |||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.12 | $ 0.09 | ||||||||||||
Quarterly Warrants Granted to Consultant #2 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Class of Warrant or Rights, Granted | 25,000 | |||||||||||||
Monthly Warrants Granted to Consultant #1 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Class of Warrant or Rights, Granted | 40,000 | |||||||||||||
Warrants Granted to Consultant #1 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Class of Warrant or Rights, Granted | 120,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.14 | |||||||||||||
Warrants, Term of Warrants | 3 years | |||||||||||||
Class of Warrant or Right, Granted, Fair Value (in Dollars) | $ | $ 15,836 | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 296.00% | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Offering Amount (in Dollars) | $ | $ 2,000,000 | |||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.00% | |||||||||||||
Convertible Preferred Stock, Terms of Conversion | The Preferred Stock will automatically convert into common stock when the Company’s common stock market price equals or exceeds $0.30 per share for 30 consecutive days. At conversion, the value of each dollar of preferred share will convert to 7.1429 common shares (which results in a $0.14 per common share conversion rate). | |||||||||||||
Stock Issued During Period, Shares, New Issues | 120,590 | |||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 1,205,900 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 55,000 | |||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 550,000 | |||||||||||||
Series A Preferred Stock [Member] | Convertible Secured Note Dated July 17, 2013 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | 350,000 | |||||||||||||
Series A Preferred Stock [Member] | Convertible Secured Note Dated September 30, 2013 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | 100,000 | |||||||||||||
Series A Preferred Stock [Member] | Convertible Secured Note Dated December 31, 2103 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 100,000 | |||||||||||||
Series A Preferred Stock [Member] | Shares Issued for Cash [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 24,100 | |||||||||||||
Series A Preferred Stock [Member] | Portion of Shares Issued to Related Parties [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 57,990 | |||||||||||||
Series A Preferred Stock [Member] | Portion of Shares Issued to Third Parties [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 62,600 | |||||||||||||
Series A Preferred Stock [Member] | Settlement of Investment with Preferred Shares [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 40,500 | |||||||||||||
Series A Preferred Stock [Member] | Settlement of Debt with Preferred Shares [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 28,900 | |||||||||||||
Series A Preferred Stock [Member] | Settlement of Debt with Preferred Shares [Member] | Equipment Purchase [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,000 | |||||||||||||
Series A Preferred Stock [Member] | Shares Issued in Payment of Shareholder Advance [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 27,090 | |||||||||||||
Series A Preferred Stock [Member] | Settlement of Accounts Payable through Share Issuance [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 840 | |||||||||||||
Notes Payable, Other Payables [Member] | Series A Preferred Stock [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 25,900 | |||||||||||||
Notes Payable, Other Payables [Member] | Series A Preferred Stock [Member] | Settlement of Debt with Preferred Shares [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 25,900 | |||||||||||||
Affiliated Entity [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 4,000,000 | |||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ | $ (88,755) | |||||||||||||
Affiliated Entity [Member] | Tranche 2 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,749,286 | |||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 2,000,000 | |||||||||||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $ | $ 1,325,926 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||||
Affiliated Entity [Member] | Series A Preferred Stock [Member] | Tranche 2 [Member] | ||||||||||||||
NOTE 5. EQUITY (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 21,510 | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $ | $ 215,100 |
NOTE 5. EQUITY (Details) - Sche
NOTE 5. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | May 23, 2017 | May 12, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||||
Warrants Outstanding | 16,825,527 | |||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.26 | |||
Warrants Outstanding, Aggregate Intrinsic Value | $ 0 | |||
Warrants Outstanding, Weighted Average Remianing Contractual Term | 2 years 262 days | 3 years 73 days | ||
Warrants Granted | 400,000 | 16,659,167 | ||
Warrants Granted, Weighted Average Exercise Price | $ 0.23 | |||
Warrants Granted, Weighted Average Remianing Contractual Term | 3 years 51 days | |||
Warrants Exercised | (600,000) | (1,635,000) | ||
Warrants Exercised, Weighted Average Exercise Price | $ 0.08 | |||
Warrants Expired | 0 | |||
Warrants Expired, Weighted Average Exercise Price | $ 0 | |||
Warrants Outstanding | 31,849,694 | |||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.24 | |||
Warrants Outstanding, Aggregate Intrinsic Value | $ 308,906 |
NOTE 6. COMMITMENTS AND CONTI23
NOTE 6. COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Rent Expense, Minimum Rentals | $ 2,012 |
Lessee, Operating Lease, Renewal Term | 1 year |
NOTE 7. RELATED PARTY (Details)
NOTE 7. RELATED PARTY (Details) | Sep. 26, 2017USD ($)$ / sharesshares | Aug. 01, 2017USD ($)$ / sharesshares | Jul. 31, 2017USD ($)$ / sharesshares | Jul. 19, 2017USD ($)$ / sharesshares | Jul. 06, 2017USD ($)shares | Jun. 08, 2017USD ($) | May 30, 2017USD ($)$ / sharesshares | May 23, 2017USD ($)$ / sharesshares | May 12, 2017USD ($)$ / sharesshares | Apr. 18, 2017USD ($)$ / sharesshares | Jul. 01, 2016 | Feb. 01, 2016USD ($) | Sep. 23, 2015USD ($)shares | Jul. 19, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Apr. 11, 2017USD ($) | Dec. 31, 2016USD ($) |
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 400,000 | 16,659,167 | |||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 47,319 | ||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 394,154 | $ 195,264 | |||||||||||||||||||
Property, Plant and Equipment, Gross | $ 264,723 | 264,723 | $ 200,416 | ||||||||||||||||||
Proceeds from Related Party Debt | 301,600 | 368,000 | |||||||||||||||||||
Repayments of Related Party Debt | 14,000 | 112,000 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | ||||||||||||||||||||
Due to Related Parties | $ 375,900 | 212,100 | 212,100 | $ 192,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 356,027 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share) | $ / shares | $ 0.15 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 235.00% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.09% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||
Debt Conversion, Description | In addition, any holder of any non-interest bearing loan converted also received warrants to purchase four shares of common stock for each dollar converted. | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 271,096 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.20 | $ 0.08 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (5,422) | $ (5,422) | $ 0 | ||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 600,000 | 1,635,000 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 48,000 | ||||||||||||||||||||
Principal [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 25,000 | ||||||||||||||||||||
Due to Related Parties | $ 362,500 | ||||||||||||||||||||
Interest [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,110 | ||||||||||||||||||||
Due to Related Parties | $ 13,400 | ||||||||||||||||||||
SUDS 1% Term Overriding Royalty Interest [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Offering Amount | $ 300,000 | ||||||||||||||||||||
Number of Drilled Wells | 22 | ||||||||||||||||||||
Percentage of Monthly Gross Revenues Paid to Investors | 1.00% | ||||||||||||||||||||
Investor, Investment Amount | $ 20,000 | ||||||||||||||||||||
Investor, Maximum Cumlative Revenue | 30,000 | ||||||||||||||||||||
Proceeds from Overriding Royalty Interest | $ 300,000 | ||||||||||||||||||||
Property, Plant and Equipment, Gross, Period Increase (Decrease) | $ 280,000 | ||||||||||||||||||||
Interest Expense | 128,229 | ||||||||||||||||||||
Cash True Up Payment | 3,230 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 120,590 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,205,900 | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 550,000 | ||||||||||||||||||||
Offering Amount | $ 2,000,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 55,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | SUDS 1% Term Overriding Royalty Interest [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 405,000 | ||||||||||||||||||||
Debt Conversion, Description | Effective April 18, 2017, all owners of SUDS ORRI interests were authorized to convert their interests, at their sole discretion, to Preferred Stock in the Company in conjunction with the Company’s current Series A Preferred Stock Offering. Included in this conversion offering each investor converted ORRI interests equal to the cumulative revenue amount of $30,000, less their revenue received since inception. During the second quarter of 2017, 14% of the 15% outstanding SUDS ORRI interests were converted to Preferred Stock of the Company. | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 40,500 | ||||||||||||||||||||
Preferred Shares Issued for Purchase of Equipment [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 3,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | ||||||||||||||||||||
Related Party Debt Converted to Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 262,500 | ||||||||||||||||||||
Portion Held by Related Parties [Member] | Series A Preferred Stock [Member] | SUDS 1% Term Overriding Royalty Interest [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 174,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 17,400 | ||||||||||||||||||||
Investors Cumlative Interest in Wells | 6.00% | ||||||||||||||||||||
Shares Received by Each Related Party [Member] | Series A Preferred Stock [Member] | SUDS 1% Term Overriding Royalty Interest [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 2,900 | ||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
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 quarter ended September 30, 2017 | ||||||||||||||||||||
Accrued Salaries | $ 157,520 | $ 157,520 | |||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 30,000 | 35,000 | 35,000 | 35,000 | |||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 4,146 | $ 3,106 | $ 4,851 | ||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.12 | $ 0.12 | |||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 286.00% | ||||||||||||||||||||
Fair Value Inputs, Discount Rate | 1.09% | ||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||
Chief Financial Officer [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 15,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,500 | ||||||||||||||||||||
Shareholder [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | 12,103 | ||||||||||||||||||||
Proceeds from Related Party Debt | 301,600 | ||||||||||||||||||||
Repayments of Related Party Debt | 19,000 | ||||||||||||||||||||
Shareholder [Member] | Sale of Vehicle to Related Party [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Vehicle Sold by Shareholder Advance Balance | $ 5,000 | ||||||||||||||||||||
Increase (Decrease) in Due from Related Parties | $ (5,000) | ||||||||||||||||||||
Gain (Loss) on Disposition of Assets | (3,677) | ||||||||||||||||||||
Shareholder [Member] | Vehicles [Member] | Sale of Vehicle to Related Party [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Property, Plant and Equipment, Gross | 10,625 | ||||||||||||||||||||
Property, Plant, and Equipment, Owned, Accumulated Depreciation | $ 1,948 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 1,000,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 68,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | ||||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 8,500 | ||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 8,500 | $ 25,500 | |||||||||||||||||||
President [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 250,000 | 166,667 | |||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 29,580 | $ 14,758 | |||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 286.00% | 286.00% | |||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | 3 years | |||||||||||||||||||
Officers' Compensation | $ 300,000 | ||||||||||||||||||||
Related Party Transaction, Description of Transaction | For the first year of employment, $100,000 of the salary will be paid in cash, the remaining amount will be paid by the issuance of 1,400,000 shares of common stock. On June 30, 2017, 350,000 shares, valued at $35,000, were issued in accordance with Mr. Burns common stock related salary compensation. On September 30, 2017 350,000 shares, valued at $42,000, were issued in accordance with Mr. Burns common stock related salary compensation. The $100,000 cash salary will commence after $1,000,000 is raised from the Series A Preferred Offering or a material event that brings cash into the Company. A one-time signing bonus of 1,000,000 shares of common stock, valued at $120,000, was granted to Mr. Burns upon execution of the agreement. Mr. Burns will also receive an annual bonus based on the percentage increase in stock price during the year. For every percentage point increase in stock price, Mr. Burns will be paid that percentage times his base salary. For example, if the stock price increased by 20%, then a $60,000 bonus ($300,000 * 20% = $60,000) would be paid. On an annual basis, Mr. Burns will also receive service related warrants to purchase 1,000,000 shares of common stock with an exercise price of $0.14 per share. | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares | 350,000 | 350,000 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 42,000 | $ 35,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 1,000,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 120,000 | ||||||||||||||||||||
Fair Value Assumptions, Exercise Price (in Dollars per share) | $ / shares | $ 0.12 | $ 0.09 | $ 0.12 | ||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | 1.09% | |||||||||||||||||||
President [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 10,500 | ||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 70,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 1,000,000 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.15 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 36 months | ||||||||||||||||||||
Board of Directors Chairman [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 55,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 5,500 | ||||||||||||||||||||
Director #1 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 2,000,000 | 270,000 | |||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 236,586 | ||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.12 | ||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 286.00% | ||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 2,000,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 246,000 | ||||||||||||||||||||
Fair Value Assumptions, Exercise Price (in Dollars per share) | $ / shares | $ 0.14 | ||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||
Debt Instrument, Collateral | Mr. Joel Oppenheim provided a Letter of Credit (LOC), which was posted as collateral, in order for the Company to issue operating bonds with the State of New Mexico for the operation of 25 Twin Lakes San Andres Unit wells. | ||||||||||||||||||||
Additional working interest acquired | 100.00% | ||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 1,035,000 | ||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 1,035,000 | ||||||||||||||||||||
Proceeds from Warrant Exercises | $ 62,065 | ||||||||||||||||||||
Director #1 [Member] | Quaterly Warrants [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 250,000 | ||||||||||||||||||||
Director #1 [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 25,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 17,590 | ||||||||||||||||||||
Director #2 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 30,000 | ||||||||||||||||||||
Director #2 [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 167,500 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 2,500 | ||||||||||||||||||||
Each Director on the Board [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 500,000 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.15 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 36 months | ||||||||||||||||||||
Two New Directors [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 100,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 13,000 | ||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.13 | ||||||||||||||||||||
Affiliated Entity [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,000,000 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (88,755) | ||||||||||||||||||||
Affiliated Entity [Member] | Tranche 1 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 1,180,880 | ||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,000,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 10,000,000 | ||||||||||||||||||||
Debt Conversion, Original Debt, Type of Debt | The $2 million debt included a $1 million Promissory Note and $1 million of the $3 million Production Payment Note as well as interest payable of $33,151. | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,400,000 | ||||||||||||||||||||
Affiliated Entity [Member] | Tranche 1 [Member] | Interest [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 33,151 | ||||||||||||||||||||
Affiliated Entity [Member] | Tranche 2 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,000,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 12,749,286 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,325,926 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||
Affiliated Entity [Member] | 6 Million Warrants Issued [Member] | Tranche 1 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 6,000,000 | ||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 709,776 | ||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.12 | ||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 293.00% | ||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.20 | ||||||||||||||||||||
Affiliated Entity [Member] | 4 Million Warrants Issued [Member] | Tranche 1 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 4,000,000 | ||||||||||||||||||||
Class of Warrant or Right, Granted, Fair Value | $ 471,104 | ||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.12 | ||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 293.00% | ||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.09% | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.35 | ||||||||||||||||||||
Affiliated Entity [Member] | Series A Preferred Stock [Member] | Tranche 2 [Member] | |||||||||||||||||||||
NOTE 7. RELATED PARTY (Details) [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 21,510 | ||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 215,100 |
NOTE 8. BUSINESS SEGMENTS (Deta
NOTE 8. BUSINESS SEGMENTS (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Segment Reporting [Abstract] | ||||
Number of Operating Segments | 2 | |||
Cost of Goods Sold | $ 0 | $ 0 | $ 0 | $ 33,330 |
NOTE 8. BUSINESS SEGMENTS (De26
NOTE 8. BUSINESS SEGMENTS (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Revenues | |||||
Revenues | $ 40,632 | $ 21,863 | $ 116,024 | $ 277,156 | |
Net Income (Loss) | |||||
Net Income (Loss) | (1,063,375) | (596,550) | (2,788,791) | (1,301,351) | |
Assets | |||||
Assets | 13,491,030 | 13,491,030 | $ 13,211,624 | ||
Oil and Gas Exploration [Member] | |||||
Revenues | |||||
Revenues | 40,632 | 21,863 | 116,024 | 79,156 | |
Net Income (Loss) | |||||
Net Income (Loss) | (1,059,243) | (592,501) | (2,776,563) | (1,481,624) | |
Assets | |||||
Assets | 13,397,430 | 13,018,302 | 13,397,430 | 13,018,302 | |
Accounts Receivable | |||||
Accounts Receivable | 18,520 | 170,689 | 18,520 | 170,689 | |
Oil and Gas Exploration [Member] | Oil Field Services [Member] | |||||
Assets | |||||
Assets | 93,600 | 109,476 | 93,600 | 109,476 | |
Oil Field Services [Member] | |||||
Revenues | |||||
Revenues | 0 | 0 | 0 | 198,000 | |
Net Income (Loss) | |||||
Net Income (Loss) | (4,132) | (4,048) | (12,228) | 180,273 | |
Accounts Receivable | |||||
Accounts Receivable | $ 0 | $ 0 | $ 0 | $ 0 |
NOTE 9. ASSET ACQUISITIONS (Det
NOTE 9. ASSET ACQUISITIONS (Details) - USD ($) | Feb. 12, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jan. 06, 2017 |
NOTE 9. ASSET ACQUISITIONS (Details) [Line Items] | ||||
Value of Oil and Gas Property to Settle Debt and Accounts Receivables | $ 465,788 | $ 0 | ||
Debt Instrument, Face Amount | $ 35,677 | |||
Twin Lakes San Andres Unit Interest Acquisition [Member | ||||
NOTE 9. ASSET ACQUISITIONS (Details) [Line Items] | ||||
Percentage of working interest acquired | 60.00% | |||
Percentage of Ownership | 100.00% | |||
Value of Oil and Gas Property to Settle Debt and Accounts Receivables | $ 465,798 | |||
Twin Lakes San Andres Unit Interest Acquisition [Member | Notes Payable, Other Payables [Member] | ||||
NOTE 9. ASSET ACQUISITIONS (Details) [Line Items] | ||||
Value of Oil and Gas Property to Settle Debt and Accounts Receivables | 316,800 | |||
Debt Instrument, Face Amount | 1,300,000 | |||
Accounts Receivable [Member] | Twin Lakes San Andres Unit Interest Acquisition [Member | ||||
NOTE 9. ASSET ACQUISITIONS (Details) [Line Items] | ||||
Value of Oil and Gas Property to Settle Debt and Accounts Receivables | $ 148,988 |
NOTE 9. ASSET ACQUISITIONS (D28
NOTE 9. ASSET ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Oil and gas sales | $ 40,632 | $ 29,789 | $ 121,584 | $ 333,577 |
Net Loss | $ (1,063,375) | $ (678,407) | $ (2,796,890) | $ (1,457,436) |
Loss per share (basic and fully diluted) (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
NOTE 10. SUBSEQUENT EVENTS (Det
NOTE 10. SUBSEQUENT EVENTS (Details) | Oct. 01, 2017USD ($)$ / sharesshares | May 23, 2017$ / sharesshares | Nov. 14, 2017USD ($)shares | Sep. 30, 2017$ / sharesshares | Sep. 21, 2017$ / sharesshares | Sep. 20, 2017$ / sharesshares | May 12, 2017$ / shares | Dec. 31, 2016$ / sharesshares |
NOTE 10. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.10 | $ 0.001 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.20 | $ 0.08 | ||||||
Class of Warrant or Rights, Granted | 400,000 | 16,659,167 | ||||||
2015 Stock Incentive Plan [Member] | ||||||||
NOTE 10. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,000,000 | 36,000,000 | ||||||
Subsequent Event [Member] | ||||||||
NOTE 10. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Subsequent Event, Description | a reverse stock split of all of the outstanding common stock of the Company, by the filing of a Certificate of Amendment to the Company’s Certificate of Formation with the Secretary of State of Texas, in a ratio of between one-for-two and one-for-fifty, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before the earlier of (a) March 1, 2018; and (b) the date of the Company’s 2018 annual meeting of stockholders | |||||||
Offering Amount (in Dollars) | $ | $ 500,000 | |||||||
Number of Units Offered | 10 | |||||||
Restricted Common Stock, Per Unit Offering | 416,667 | |||||||
Warrants Offered Per Unit | 416,667 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.20 | |||||||
Unit Price (in Dollars) | $ | $ 50,000 | |||||||
Units Sold | 3.8 | |||||||
Stock Issued During Period, Shares, New Issues | 1,583,335 | |||||||
Class of Warrant or Rights, Granted | 1,583,335 | |||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 190,000 | |||||||
Subsequent Event [Member] | Director [Member] | ||||||||
NOTE 10. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 40,000 |