Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jun. 21, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Petrolia Energy Corp | |
Entity Central Index Key | 1,368,637 | |
Document Type | 10-Q/A | |
Trading Symbol | BBLS | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (“Amendment”) to the Quarterly Report on Form 10-Q of Petrolia Energy Corporation (the “Company”) for the quarter ended March 31, 2018 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2018, is being filed for the sole purpose of amending Item 1. Financial Statements; Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 4. Controls and Procedures, and Item 6. Exhibits, to clarify that: (a) the Bow Energy Ltd (“Bow”) Acquisition (described and defined below) is a related party transaction, because of the related party relationship the Company failed to disclose in the Form 10-Q, as described in (c) below; (b) the President, Chief Executive Officer and 100% owner of Blue Sky International Holdings Inc. (“Blue Sky”) is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer; that Mr. Chaudhary owns and controls BSIH Ltd. (“BSIH”), which was the largest shareholder of the Company prior to the agreed cancellation of the shares held by BSIH in September 2018, pursuant to the terms of a Share Exchange Agreement between the Company and Blue Sky Resources Ltd. dated August 31, 2018, which entity Mr. Chaudhary also owns and controls; (c) prior to the acquisition of Bow, as described in (b) above, BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary controlled Bow; (d) on April 12, 2018 a $500,000 convertible promissory note was issued to Blue Sky and such note was subsequently cancelled by the Company; (e) BSIH and Blue Sky Resources Ltd. are both entirely owned by Mr. Chaudhary; and (f) Quinten Beasley, the Company’s Director, and not Mr. Khan, beneficially owns the shares of the Company’s common stock held by Jovian Petroleum Corporation. Except as described above and set forth below, no changes have been made to the Form 10-Q. The Form 10-Q continues to speak as of the date of the Form 10-Q, except as described below, and the Company has not updated the disclosures contained herein to reflect any events that have occurred as of a date subsequent to the date of the Form 10-Q, except as described below. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the Company's filings made with the SEC subsequent to the filing of the Form 10-Q. The filing of this Amendment is not an admission that the Form 10-Q, when filed, included any untrue statement of a material fact necessary to make a statement not misleading. | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 228,008,644 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 9,216 | $ 82,593 |
Accounts receivable | 82,294 | 51,026 |
Other current assets | 14,390 | 8,993 |
Total current assets | 105,900 | 142,612 |
Property & equipment | ||
Evaluated properties | 14,312,580 | 14,312,580 |
Unproved properties not subject to amortization | 9,705,590 | |
Furniture, equipment & software | 282,672 | 264,723 |
Less accumulated depreciation and depletion | (1,217,351) | (1,192,229) |
Net property and equipment | 23,083,491 | 13,385,074 |
Other Assets | ||
Deposits | 337,997 | |
Intangible assets | 49,886 | 49,886 |
Total Assets | 23,577,274 | 13,577,572 |
Current liabilities | ||
Accounts payable | 1,420,283 | 413,435 |
Accrued liabilities | 911,052 | 896,897 |
Notes payable | 1,488,988 | 32,582 |
Notes payable - related parties | 169,500 | 217,100 |
Total current liabilities | 3,989,823 | 1,560,014 |
Asset retirement obligations | 479,507 | 473,868 |
Installment note payable - long term | 22,509 | 24,204 |
Total Liabilities | 4,491,839 | 2,058,086 |
Stockholders' Equity | ||
Subscriptions received in advance | 22,500 | |
Preferred stock, $0.001 par value, 1,000,000 shares authorized; 199,100 and 197,100 shares issued & outstanding | 199 | 197 |
Common stock, $.001 par value; 400,000,000 shares authorized;222,437,810 and 111,698,222 shares issued and outstanding | 222,438 | 111,698 |
Additional paid in capital | 59,531,372 | 22,730,974 |
Accumulated other comprehensive income | (46,647) | |
Accumulated deficit | (40,644,427) | (11,323,383) |
Total Stockholders' Equity | 19,085,435 | 11,519,486 |
Total Liabilities and Stockholders' Equity | $ 23,577,274 | $ 13,577,572 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
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 | 199,100 | 197,100 |
Preferred stock, shares outstanding | 199,100 | 197,100 |
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 | 222,437,810 | 111,698,222 |
Common stock, shares outstanding | 222,437,810 | 111,698,222 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Oil and gas sales | $ 29,980 | $ 33,560 |
Total Revenue | 29,980 | 33,560 |
Operating expenses | ||
Lease operating expense | 73,562 | 119,992 |
Production tax | 1,799 | |
General and administrative expenses | 1,897,123 | 273,668 |
Depreciation, depletion and amortization | 19,157 | 18,273 |
Loss on related party debt settlement | 203,349 | |
Impairment of goodwill related to Bow Energy Ltd., a related party | 27,129,963 | |
Asset retirement obligation accretion | 5,639 | 11,930 |
Total operating expenses | 29,330,592 | 423,863 |
Loss from operations | (29,300,612) | (390,303) |
Other expenses | ||
Interest expense | (29,764) | (72,967) |
Foreign currency measurement gain | 53,338 | |
Net loss | (29,277,038) | (463,270) |
Series A Preferred Dividends | (44,006) | |
Net Loss Attributable to Common Stockholders | (29,321,044) | (463,270) |
Foreign currency translation adjustments | (46,647) | |
Comprehensive loss attributable to Common Stockholders | $ (29,367,691) | $ (463,270) |
Loss per share | ||
(Basic and fully diluted) (in Dollars per share) | $ (0.24) | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 120,214,408 | 79,034,505 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (29,277,038) | $ (463,270) |
Adjustment to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 19,157 | 18,273 |
Asset retirement obligation accretion | 5,639 | 11,930 |
Finance fee for extension on note payable | 31,660 | |
Impairment of goodwill related to Bow Energy Ltd., a related party | 27,129,963 | |
Loss on related party debt settlement | 203,349 | |
Warrant expense related to business combination | 103,632 | |
Stock-based compensation | 1,574,185 | 44,780 |
Foreign currency remeasurement gain | (53,338) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (31,268) | 1,815 |
Prepaid expenses and other current assets | (634) | 25,686 |
Accounts payable and accrued liabilities | 17,278 | 139,330 |
Net cash flows from operating activities | (309,075) | (189,796) |
Cash Flows from Investing Activities | ||
Net cash acquired from purchase of Bow Energy Ltd., a related party | 3,784 | |
Cash flows from investing activities | 3,784 | |
Cash Flows from Financing Activities | ||
Proceeds from affiliate advances | 126,500 | |
Subscription received in advance | 22,500 | |
Proceed from issuance of common stock | 238,675 | |
Proceed from issuance of preferred stock | 20,000 | |
Payments to related party | (49,295) | |
Payments on long-term debt | (965) | |
Cash flows from financing activities | 231,880 | 125,535 |
Effect of exchange rate changes on cash | 34 | |
Net change in cash | (73,377) | (64,261) |
Cash at beginning of period | 82,593 | 68,648 |
Cash at end of period | $ 9,216 | $ 4,387 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION: Petrolia Energy Corporation (“we”, “us”, “Petrolia” and the “Company”) is 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”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated 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 year ended December 31, 2017, as reported in Form 10-K for the year ended December 31, 2017, have been omitted. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Askarii Resources, LLC and Bow Energy Ltd. Our subsidiaries operate in the oil and gas industry. 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. Also, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Askarii Resources, LLC and Bow Energy Ltd. Our subsidiaries operate in the oil and gas industry. 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. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the interim condensed consolidated financial statements in the period they are determined. Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (Update or ASU) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The Company adopted this standard on a modified retrospective basis on January 1, 2018. No financial statement impact occurred upon adoption. Revenue from Contracts with Customers We recognize revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration we expect to receive in exchange for those products. Performance Obligations and Significant Judgments We sell oil and natural gas products in the United States through a single reportable segment. We enter into contracts that generally include one type of distinct product in variable quantities and priced based on a specific index related to the type of product. The oil and natural gas is typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. We recognize revenue at a point in time when control of the oil or natural gas passes to the customer or processor, as applicable, discussed below. For oil sales, control is typically transferred to the customer upon receipt at the wellhead or a contractually agreed upon delivery point. Under our natural gas contracts with processors, control transfers upon delivery at the wellhead or the inlet of the processing entity’s system. For our other natural gas contracts, control transfers upon delivery to the inlet or to a contractually agreed upon delivery point. In the cases where we sell to a processor, we have determined that we are the principal in the arrangement and the processors are our customers. We recognize the revenue in these contracts based on the net proceeds received from the processor. Transfer of control drives the presentation of transportation and gathering costs within the accompanying unaudited consolidated statements of operations. Transportation and gathering costs incurred prior to control transfer are recorded within the transportation and gathering expense line item on the accompanying unaudited consolidated statements of operations, while transportation and gathering costs incurred subsequent to control transfer are recorded as a reduction to the related revenue. A portion of our product sales are short-term in nature. For those contracts, we use the practical expedient in ASC 606-10-50-14 exempting us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For our product sales that have a contract term greater than one year, we have utilized the practical expedient in ASC 606-10-50-14(a) which states we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to an unsatisfied performance obligation. Under these sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. We have no unsatisfied performance obligations at the end of each reporting period. We do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing with predictable differentials. Additionally, any variable consideration identified is not constrained. Business combinations In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The ASU provides an updated model for determining if acquired assets and liabilities constitute a business. In a business combination, the acquired assets and liabilities are recognized at fair value and goodwill could be recognized. In an asset acquisition, the assets are allocated value based on relative fair value and no goodwill is recognized. The ASU narrows the definition of a business. We adopted this standard in the first quarter of 2018. ASU 2017-01 did not have a material impact on our financial statements. 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. |
AMENDMENT OF PREVIOUSLY ISSUED
AMENDMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
AMENDMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 3. AMENDMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has determined that it should amend its previously issued financial statements in its Form 10-Q for the quarter ended March 31, 2018 due to its failure to adequately disclose the following matters associated with related party transactions involving the Company and its officers. Thus, the Company has filed the amendment to its previously issued financial statements to adequately disclose and clarify that: (a) the Bow Energy Ltd (“Bow”) Acquisition (defined below) is a related party transaction, because of the related party relationship the Company failed to disclose as described in (c), below; (b) the President, Chief Executive Officer and 100% owner of Blue Sky International Holdings Inc. (“Blue Sky”) is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer; that Mr. Chaudhary owns and controls BSIH Ltd. (“BSIH”), which was the largest shareholder of the Company prior to the cancellation of the shares held by BSIH in September 2018, pursuant to the terms of a Share Exchange Agreement between the Company and Blue Sky Resources Ltd. dated August 31, 2018 of which entity Mr. Chaudhary also owns and controls; (c) prior to the acquisition of Bow as described in (b), above, BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary controlled Bow; (d) on April 12, 2018 a $500,000 convertible promissory note was issued to Blue Sky and such note was subsequently canceled by the Company; (e) BSIH and Blue Sky Resources Ltd. are both entirely owned by Mr. Chaudhary; and (f) Quinten Beasley, the Company’s Director, and not Mr. Khan, beneficially owns the shares of the Company’s common stock held by Jovian Petroleum Corporation. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2018 | |
Going Concern | |
GOING CONCERN | NOTE 4. 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. |
ACQUISITION OF BOW ENERGY LTD,
ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY | NOTE 5. ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY On November 30, 2017, we signed an Arrangement Agreement (the “Arrangement”) to acquire Bow Energy Ltd, a related party (“Bow” and the “Acquisition”). Bow is a Canadian company with corporate offices in Alberta, Calgary. On February 27, 2018, the Acquisition closed and we acquired all of the issued and outstanding shares of capital stock of Bow (each a “Bow Share”). The Arrangement was approved by an overwhelming majority of more than 99% of the votes cast by Bow’s shareholders at a special meeting of shareholders of Bow held on February 21, 2018. Final approval of the Arrangement was granted by the Court of Queen’s Bench of Alberta (the “Court”) on February 23, 2018. Under the terms of the Arrangement, Bow shareholders are deemed to have received 1.15 Petrolia common stock shares for each Bow Share. A total of 106,156,712 shares of the Company’s common stock were issued to the Bow shareholders as a result of the Arrangement, plus additional shares in connection with the rounding described below. The Arrangement provided that no fractional shares would be issued in connection with the Arrangement, and instead, each Bow shareholder otherwise entitled to a fractional interest would receive the nearest whole number of Company shares. For example, where such fractional interest is greater than or equal to 0.5, the number of shares to be issued would be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of shares to be issued would be rounded down to the nearest whole number. In calculating such fractional interests, all shares issuable in the name of or beneficially held by each Bow shareholder or their nominee as a result of the Arrangement shall be aggregated. The Arrangement provides that any certificate formerly representing Bow common stock not duly surrendered on or before the last business day prior to the third anniversary of the closing date will cease to represent a claim by, or interest of, any former shareholder of any kind of nature against Bow or the Company and on such date all consideration or other property to which such former holder was entitled shall be deemed to have been surrendered to the Company. The Company also assumed all of the outstanding warrants to purchase shares of common stock of Bow (the “Bow Warrants”) and certain options to purchase shares of common stock of Bow (the “Bow Options”) in connection with the Arrangement (i.e., each warrant/option to purchase one (1) share of Bow represents the right to purchase one (1) share of the Company following the closing). At the closing of the Acquisition, we issued the Bow shareholders the shares described above and assumed warrants to purchase 320,000 shares of common stock valued at $103,632. Ilyas Chaudhary, is the father of Zel C. Khan, the Company's Chief Executive Officer. Mr. Chaudhary owned and controlled BSIH Ltd. (“BSIH”) prior to the acquisition of Bow and through the ownership and control of BSIH, Mr. Chaudhary controlled Bow. Therefore, the BOW acquisition is considered to be a related party transaction. Additionally, BSIH was the largest shareholder of the Company prior to the cancellation of the shares pursuant to the terms of a Share Exchange Agreement between the Company and Blue Sky Resources Ltd dated August 31, 2018. A subsidiary of Bow, Bow Energy Pte. Ltd. (“BEPL”), BEPL owns 75% of the issued and outstanding shares of Renco Elang Energy Pte. Ltd. (“REE”) which owns a 75% working interest in a Production Sharing Contract referred to as “South Block A” (the “Assets” or “SBA”) located onshore, North Sumatra, Indonesia. REE is the operator of the Assets. Effectively, the Company has a 44.48% working interest in the Assets. On May 24, 2017, Bow’s wholly-owned subsidiary, Bow Energy International Holdings Inc. (“BEIH”), acquired all of Bukit Energy Inc.’s shareholding interests (the “Subsidiary Shares”) in five Singapore holding companies (the “Holding Companies”) that own the interests in four Production Sharing Contracts (“PSCs”) and one non-conventional joint study agreement (“JSA”), all interests are located onshore in Sumatra, Indonesia. The Holding Companies being acquired were Bukit Energy Central Sumatra (Mahato) Pte. Ltd. (“Mahato”), Bukit Energy Palmerah Baru Pte. Ltd. (“Palmerah Baru”), Bukit Energy Resources Palmerah Deep Pte. Ltd. (“Palmerah Deep”), Bukit Energy Bohorok Pte. Ltd. (“Bohorok”), and Bukit Energy Resources North Sumatra Pte. Ltd. (“Bohorok Deep”), collectively referred to as the “Bukit assets.” The Holding Companies own the following interests in the conventional and non-conventional PSCs and non-conventional JSA: ● Bohorok PSC (conventional) – operated 50% participating interest, 465,266 net acres ● Palmerah Baru PSC (conventional) – operated 54% participating interest, 98,977 net acres ● Palmerah Deep PSC (non-conventional)- operated 69.36% participating interest, 170,398 net acres ● Mahato PSC (conventional)- 20% participating interest, 167,115 net acres, non-operated ● Bohorok Deep (non-conventional)- 20.25% participating interest in a JSA, non-operated with option to become operator The fair value of the 106,156,712 common shares issued as part of the consideration paid for Bow ($34,607,088) was determined on the volume weighted average share price of Bow’s common stock for the 90 days before the transaction was complete. The purchase price allocation can be summarized as follows: Cash $ 3,784 Other current assets 4,763 Deposits 337,997 Furniture, equipment & software 12,059 Unproved properties and properties not subject to amortization 9,705,590 Goodwill 27,129,963 Accounts payable (1,157,876 ) Note payable (1,429,192 ) The fair values of identifiable assets acquired as reported in the table above were estimated based on information available at the time of preparation of these interim condensed consolidated financial statements. The fair value was assessed based on the volume weighted average share price of Bow’s common stock for the 90 days before the transaction was complete. Actual amounts recognized by the Company once the acquisition accounting is finalized may differ materially from these estimates. Fair value of cash, other current assets, deposits, furniture, equipment & software, accounts payable, and note payable was valued at the carrying value of Bow as this was deemed to be the most accurate measure of fair value. Fair value assigned to properties, which contain prospective oil and gas resources instead of reserves, was derived using market approach. Acquisition costs included a finder’s fee grant of 100,000 shares of common stock ($37,000) as a bonus for the Bow Energy acquisition at a fair value of $0.37 per share. In addition, the Company incurred $103,632 in transaction costs associated with the issuance of warrants to purchase 320,000 shares of common stock in connection with the transaction. The amount of Bow’s loss included in Petrolia’s consolidated income statement for the three months ended March 31, 2018, and the loss of the combined entity had the acquisition date been January 1, 2018, and January 1, 2017, are as follows. Revenue Earnings (Loss) February 28, 2018 to March 31, 2018 $ 9,993 $ (10,568,097 ) Supplemental pro forma from January 1, 2018 to March 31, 2018 $ 29,980 $ (29,740,308 ) Supplemental pro forma from January 1, 2017 to March 31, 2017 $ 2,388,184 $ (290,976 ) Impairment loss On March 31, 2018, the Company recorded an impairment to goodwill of $27,129,963 relating to the impairment of the goodwill of Bow which was acquired by the Company pursuant to the Acquisition. The impairment was assessed based on future cash flow as of March 31, 2018. |
SHORT-TERM NOTE PAYABLE
SHORT-TERM NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE PAYABLE | NOTE 6. SHORT-TERM NOTE PAYABLE March 31, 2018 December 31, 2017 Nominal Date of Face value Carrying Face value Carrying Current portion of truck loan (i) 5.49 % January 6, 2022 $ 32,582 $ 32,582 $ 32,582 $ 32,582 Promissory note (ii) 12 % June 30, 2018 37,613 42,127 — — Promissory note (iii) 12 % June 30, 2018 36,451 39,747 — — Bukit Energy Inc. (iv) 8.5 % Dec 15, 2017 500,000 538,677 — — Credit note (v) 9 % May 11, 2021 800,000 835,855 — — $ 1,406,646 $ 1,488,988 $ 32,582 $ 32,582 The promissory notes are repayable in full on maturity. The difference between the face value and carrying amount is attributed to accrued interest. (i) 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% annual percentage rate (APR). (ii) The note matures on February 28, 2018 and carries interest at 12% per annum. The note was extended to June 30, 2018. (iii) The note matures on February 28, 2018 and carries interest at 12% per annum. The note was extended to June 30, 2018. (iv) In conjunction with the closing of the purchase of the Bukit assets, Bow issued a note payable to Bukit Energy Inc. of $500,000 with interest at the rate of 8.5% per annum, calculated monthly, not in advance, on the principal amount. The note matured on August 31, 2017. The note was extended to December 15, 2017. The note is in default and remained in default at the time of issuance of these financial statements. (v) Bow has a loan in default of $800,000. The credit note is secured by a general security agreement over the assets of Bow. Interest accrues monthly and is recorded at 9% on the full amount of the original issued notes of USD $1,100,000. The note is in default and remained in default at the time of issuance of these financial statements. The debt holder also was issued warrants to purchase 320,000 shares of common stock exercisable at $0.08 per share, expiring February 27, 2021. The warrants were valued at $103,633 using the Black Scholes options pricing model with volatility of 283%, discount rate of 2.42% and call option value of $0.32. The note was amended on May 9, 2018. Terms of which, are disclosed in Note 12. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 7. EQUITY Preferred Stock The holders of Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 9% per annum. The Preferred Stock will automatically convert into common stock upon the earlier to occur of (a) the majority consent of the holders of such Preferred Stock; (b) a registered public offering of the Company’s common stock, provided that the gross proceeds to the Company are at least $10 million and the price is at least $0.30; (c) the five year anniversary of the filing of the designation of the Preferred Stock with the Secretary of State of Texas (May 3, 2022); or (d) the date that the Company’s common stock price equals or exceeds $0.28 per share for 30 consecutive trading days. At conversion, the value of each dollar of preferred stock (based on a $10 per share price) will convert into 7.1429 common shares (which results in a $0.14 per common share conversion rate). On February 5, 2018, one accredited investor subscribed and purchased 2,000 Series A preferred shares by remitting payment of $20,000. As of March 31, 2018, there were 199,100 preferred shares outstanding. In accordance with the terms of the preferred shares, a dividend was declared of $44,006. Common Stock During the three months ended March 31, 2018, the Company issued an aggregate of 110,739,588 shares of common stock. As of March 31, 2018, there were 222,437,810 shares of common stock outstanding. On January 24, 2018, 350,000 shares, valued at $59,500, were issued in accordance with Mr. James Burns’ common stock related salary compensation. On January 24, 2018, Mr. James Burns was issued 616,210 shares of restricted common stock in consideration for 2017 deferred salary of $61,621. A debt settlement loss of $203,349 was recorded. On February 1, 2018, a law firm was granted 100,000 shares (valued at $37,000) of common stock as a bonus for the Bow Energy acquisition at a fair value of $0.37 per share. On February 1, 2018, a geologist consultant in Oklahoma, was issued 150,000 shares of common stock (valued at $18,000) at a deemed fair value of $0.12 per share (valued based on the Company’s stock trading price in 2017 when the obligation occurred), in exchange for his professional consulting services. On February 1, 2018, director, Joel Oppenheim subscribed for half of one unit (discussed below) resulting in the issuance of 208,333 shares of common stock and one warrant for gross proceeds of $25,000 at a price of $0.12 per unit. 83,333 shares of common stock were not issued until subsequent to quarter end and an amount of $10,000 is in subscriptions received in advance. On February 1, 2018, a Director exercised warrants to purchase 1,110,000 shares of common stock by settling $102,590 of Accounts Payable to a company controlled by the director at an average share price of $0.092 per share. No gain or loss was recorded on settlement. From January 1, 2018 to March 31, 2018, the Company continued with the private offering of its securities under Regulation D of the Securities Act to accredited investors. Each unit which has a price of $50,000, is comprised of 416,667 shares of common stock and one warrant to purchase an additional 416,667 shares of common stock at a price of $0.20 per share at any time prior to October 1, 2020. From January 1, 2018 to March 31, 2018, two and a half (2.5) units had been subscribed for and 1,041,667 shares of common stock and warrants to acquire 1,041,667 shares of common stock had been purchased by various accredited investors for $125,000. On February 27, 2018, the Company closed the Acquisition and acquired all of the issued and outstanding shares of capital stock of Bow Energy Ltd, a related party, in consideration for 106,156,712 shares (valued at $34,607,088, less $27,129,963 relating to the impairment of the goodwill of Bow) of the Company’s common stock as disclosed in Note 5. The shares were valued on the volume weighted average share price of Bow’s common stock for the 90 days before the transaction was complete. On February 28, 2018, one (1) warrant holder exercised a total of 360,000 warrants by remitting payment of $36,875 at an average share price of $0.102 per share. On February 28, 2018, Director Joel Oppenheim exercised 630,000 warrants by remitting payment of $61,800 at an average share price of $0.098 per share. Warrants Summary information regarding common stock warrants issued and outstanding as of March 31, 2018, is as follows: Warrants Weighted Average Exercise Price Weighted average remaining contractual life (years) Outstanding at year ended December 31, 2017 35,087,198 $ 0.24 2.15 Granted 4,075,833 0.13 3.00 Exercised (2,100,000 ) 0.10 — Expired — — — Outstanding at quarter ended March 31, 2018 37,063,031 $ 0.23 2.02 The intrinsic value of warrants as of March 31, 2018 is $151,581 (December 31, 2017: $1,106,583). The table below summarizes the warrants granted during the three month period ended March 31, 2018: Number of Exercise Warrants Price Board of Director Service 1,750,000 $ 0.10 Pursuant to acquisition of Bow Energy Ltd. 320,000 $ 0.18 Private placement – March 2018 1,041,667 $ 0.20 Private placement (Joel Oppenheim) 208,333 $ 0.20 Pursuant to employment termination agreement 250,000 $ 0.20 Deferred salary – CEO, former CFO 255,833 $ 0.14 Pursuant to settlement of loan from director (Joel Oppenheim) 250,000 $ 0.14 4,075,833 Stock options Upon closing of the Acquisition, the Company granted stock options to purchase 3,500,000 shares of common stock to former Bow employees and directors exercisable at $0.12 per share and expiring on February 27, 2021. The stock options were valued at $1,131,639 using the Black Scholes options pricing model with volatility of 283%, discount rate of 2.42% and a call option value of $0.32. Subscriptions received in advance On February 1, 2018, director, Joel Oppenheim subscribed for half of one unit resulting in the issuance of 208,333 shares of common stock and warrants to purchase 208,333 shares of common stock, for gross proceeds of $25,000 at a price of $50,000 per unit. 83,333 shares of common stock were not issued until subsequent to quarter end and an amount of $10,000 is included in subscriptions received in advance on the balance sheet. On February 23, 2018, the Company received $12,500 at a subscription price of $0.12 in advance of shares being issued. The private placement closed on April 23, 2018 and 104,167 shares were issued. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. 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 March 31, 2018 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9. RELATED PARTY TRANSACTIONS On January 15, 2018, Paul Deputy, the former CFO, terminated his employment with the Company. The Company has agreed to pay severance of $192,521 amortized over a 30 month period beginning April 15, 2018 at a 5% annual percentage rate, $5,000 per month for January, February and March of 2018 and issue warrants to purchase 250,000 shares of common stock exercisable at $0.20 per share expiring in 36 months. The fair value of warrants granted was $109,021. On January 12, 2018, the Company entered into an employment agreement with Tariq Chaudhary, the Company’s CFO, for a period of one year. The CFO will be paid a salary of $7,500 a month during the first 90 days of the probationary period. Upon successful completion of the probationary period, the salary will be $120,000 per year. Also, the CFO will be given a signing bonus of 500,000 shares of common stock, and was granted warrants to purchase 500,000 shares of common stock exercisable at $0.12 per share equally vesting over 36 months upon successful completion of the probationary period. On February 1, 2018, a Director exercised warrants to purchase 1,110,000 shares of common stock by settling $102,590 of Accounts Payable to a company controlled by director, Quinton Beasley, at an average share price of $0.092 per share. No gain or loss was recorded at settlement. On February 1, 2018, director, Joel Oppenheim subscribed for half of one unit resulting in the issuance of 208,333 shares of common stock and warrants to purchase 208,333 shares of common stock for gross proceeds of $25,000 at a price of $50,000 per unit. 83,333 shares of common stock were not issued until subsequent to quarter end and an amount of $10,000 is included in subscriptions received in advance on the balance sheet. On February 9, 2018, the Company entered into a Revolving Line of Credit Agreement (“LOC”) for $200,000 (subsequently increased to $500,000 on April 12, 2018) with Jovian Petroleum Corporation, a company controlled by a Director of the Company. The initial agreement is for a period of 6 months and can be extended for up to 5 additional terms of 6 months each. All amounts advanced pursuant to the LOC will bear interest from the date of advance until paid in full at 3.5% simple interest per annum. Interest will be calculated on a basis of a 360-day year and charged for the actual number of days elapsed. The Company repaid $47,600 on the LOC. On February 26, 2018, Mr. Oppenheim was issued 630,000 shares of common stock. These shares were the result of exercising warrants to purchase 630,000 shares of common stock, at an average exercise price of $0.098 per share, which included the remittance of $61,800 as the aggregate exercise price. On February 27, 2018, the transactions contemplated by the November 30, 2017, Arrangement (the “Arrangement”) entered into to acquire Bow Energy Ltd (“Bow” and the “Acquisition”), a Canadian company with corporate offices in Alberta, Calgary, closed and the Company acquired Bow Energy Ltd., a related party and all of the issued and outstanding shares of capital stock of Bow (each a “Bow Share”). Under the terms of the Arrangement, Bow shareholders are deemed to have received 1.15 common stock shares for each Bow Share. A total of 106,156,712 shares of the Company’s common stock were issued to the Bow shareholders as a result of the Arrangement, plus additional shares in connection with rounding. Prior to the acquisition of Bow, BSIH Ltd. (“BSIH”) controlled Bow. The President, Chief Executive Officer and 100% owner of BSIH is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer. Because Mr. Chaudhary owns and controls BSIH, the acquisition of Bow was a related party transaction. On April 18, 2018, a Separation and Release Agreement between the former President of the Company, James Burns and the Company became effective whereby Mr. Burns ceased to be an employee of the Company. Pursuant to the terms of the agreement, the Company will pay Mr. Burns $33,000, grant him warrants to purchase 3,000,000 shares of common stock at an exercise price of $0.10 per share and also issue 2,000,000 shares of restricted common stock of the Company, which it satisfied on May 14, 2018. The warrants were granted at fair value using a Black Scholes model for $266,971 and the restricted shares were valued at the closing price of Petrolia’s stock, for $180,000. On April 20, 2018, the Company entered into an agreement to offer the position of Chairman of the Board to James Burns. Mr. Burns accepted and became Chairman of the Board effective May 1, 2018. Pursuant to the terms of the offer, Mr. Burns will be paid an annual salary of $65,000 and up to $25,000 in health benefits for Mr. Burns and his family. The Company will issue 500,000 shares of restricted common stock, which it satisfied on May 14, 2018. An additional 500,000 shares of restricted common stock will be issued upon a successful listing of the Company on the NASDAQ or NYSE exchanges. Mr. Burns will also be granted fully vested warrants to purchase 2,000,000 shares of common stock exercisable at $0.10 per share expiring in 36 months. The warrants were granted at fair value using a Black Scholes model for $177,982 and the restricted shares were valued at the closing price of Petrolia on the date of the agreement for $45,000. On May 22, 2018, 500,000 shares of common stock were issued to (CFO) Tariq Chaudhary as per his employment offer letter. Also, on April 12, 2018, the Board of Directors approved (a) the entry by the Company into a $500,000 Convertible Promissory Note with Blue Sky International Holdings Inc., a related party. The note, effective April 1, 2018, is due on April 1, 2019, accrues interest at the rate of 11% per annum until paid in full, and is convertible into shares of common stock of the Company at the rate of $0.12 per share. This note was never utilized and subsequently cancelled on April 27, 2018; and (b) the entry into an Amended Revolving Line of Credit Agreement with Jovian Petroleum Corporation, a related party, which establishes a revolving line of credit in the amount of $500,000 for a period of six months (through August 9, 2018) with amounts borrowed thereunder due at the expiration of the line of credit and accruing interest at the rate of 3.5% per annum unless there is a default thereunder at which time amounts outstanding accrue interest at the rate of 7.5% per annum until paid in full, with such interest payable every 90 days. Both the BSIH Promissory Note and the Jovian Line of Credit are related party transactions. Blue Sky International Holdings Inc. is owned by Mr. Ilyas Chaudhary, father of Zel C. Khan, former Director and Officer of Jovian and current CEO and President of Petrolia. Effective on June 29, 2018, the Company acquired a 25% working interest in approximately 41,526 acres located in the Luseland, Hearts Hill, and Cuthbert fields, located in Southwest Saskatchewan and Eastern Alberta, Canada (collectively, the “Canadian Properties” and the “Working Interest”). The Canadian Properties currently encompass 64 sections, with 240 oil and 12 natural gas wells currently producing on the properties. Additionally, there are several idle wells with potential for reactivation and 34 sections of undeveloped land (approximately 21,760 acres). The Canadian Properties and the Working Interest were acquired from Blue Sky Resources Ltd. (“Blue Sky”), whose President is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer. Mr. Chaudhary owns and controls BSIH Ltd. (“BSIH”). BSIH was the largest shareholder of the Company prior to the cancellation of the shares pursuant to the terms of a Share Exchange Agreement between the Company and Blue Sky Resources Ltd dated August 31, 2018. Blue Sky had previously acquired an 80% working interest in the Canadian Properties from Georox Resources Inc., who had acquired the Canadian Properties from Cona Resources Ltd. and Cona Resources Partnership prior to the acquisition by the Company. The effective date of the acquisition was June 1, 2018. The acquisition of the Canadian Properties was evidenced and documented by a Memorandum of Understanding between the Company and Blue Sky dated June 29, 2018 and a General Conveyance between the parties dated as of the same date, pursuant to which the Company agreed to acquire the Working Interest in consideration for $1,428,581 in Canadian dollars (“CAD”) (approximately $1,089,150 in U.S. dollars) of which CAD $1,022,400 (approximately $779,478 in U.S. dollars) was paid in cash (the “Cash Payment”) and CAD $406,181 (approximately $314,912 in U.S. dollars) was evidenced by a promissory note (the “Acquisition Note”). The Cash Payment was made with funds borrowed by the Company pursuant to the terms of that certain $1,530,000 May 9, 2018, Amended and Restated Loan Agreement entered into with Bow and a third party (the “Loan Agreement” and the “Lender”). The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021. The Working Interest will be held in the name of the Company’s newly formed wholly-owned Alberta, Canada, subsidiary, Petrolia Canada Corporation. The Acquisition Note, which was dated June 8, 2018, bears interest at the rate of 9% per annum, beginning on August 1, 2018 and is due and payable on November 30, 2018, provided that we have the right to extend the maturity date for a period six months with 10 days’ notice to Blue Sky, in the event we pay 25% of the principal amount of the Acquisition Note at the time of extension. The acquisition has not formally closed as the assets can only be transferred after the payment/settlement of the Acquisition Note. On August 17, 2018, the Company sold an aggregate of $90,000 in Convertible Promissory Notes (the “Director Convertible Notes”), to the Company’s directors, Ivar Siem ($20,000) through an entity that he is affiliated with; Leo Womack ($60,000); and Joel Oppenheim ($10,000). The Director Convertible Notes accrue interest at the rate of 12% per annum until paid in full and are due and payable on October 17, 2018. The amount owed may be prepaid at any time without penalty. The outstanding principal and interest owed under the Director Convertible Notes are convertible into common stock of the Company, from time to time, at the option of the holders of the notes, at a conversion price of $0.10 per share. As additional consideration for entering into the notes, the Company agreed to grant one-year warrants to purchase one share of the Company’s common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the “Bridge Note Warrants”). As such, the Company granted (a) 20,000 Bridge Note Warrants to an entity affiliated with Ivar Siem; (b) 60,000 Bridge Note Warrants to Leo Womack; and (c) 10,000 Bridge Note Warrants to Joel Oppenheim. The Director Convertible Notes contain standard and customary events of default. It is contemplated that up to an additional $160,000 in Director Convertible Notes will be sold to affiliates of the Company in the next several months. Effective on August 31, 2018, the Company entered into and closed the transactions contemplated by a Share Exchange Agreement with Blue Sky Resources Ltd. (“Blue Sky” and the “Exchange Agreement”). The President, Chief Executive Officer and 100% owner of Blue Sky is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer. Chaudhary indirectly owns and controls BSIH Ltd. (“BSIH”), which is a significant shareholder of the Company. Additionally, prior to the acquisition of Bow Energy Ltd. (“Bow”) (which we acquired pursuant to an Arrangement Agreement dated November 30, 2017, which acquisition closed on February 27, 2018), BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary, controlled Bow. Pursuant to the Exchange Agreement, we exchanged 100% of the ownership of Bow, in consideration for: (a) 70,807,417 shares of the Company’s common stock owned and controlled by Mr. Chaudhary and BSIH (the “Blue Sky Shares”); (b) $100,000 in cash (less certain advances paid by Blue Sky or Bow to the Company since April 1, 2018); (c) the assumption of certain payables owed by Bow totaling $1,696,332 (which includes $730,000 owed under the terms of a Loan Agreement, as amended, originally entered into by Bow, but not the subsequent $800,000 borrowed by Bow pursuant to the amendment to the Loan Agreement dated May 9, 2018 (which obligation is documented by a Debt Repayment Agreement)); (d) 20% of Bow Energy International Holdings, Inc, which is wholly-owned by Bow (“Bow EIH”)(which entity’s subsidiaries own certain Production Sharing Contracts (the “PSC”) and certain other participating assets), pursuant to an Assignment Agreement; (e) certain carry rights described in greater detail in the Exchange Agreement, providing for Blue Sky to carry the Company for up to the next $10 million of aggregate costs in BOW EIH and the PSC assets, with any profits from BOW EIH being distributed 80% to Bow and 20% to the Company, pursuant to a Petrolia Carry Agreement (the “Carry Agreement”); and (f) a 3% royalty, after recovery of (i) the funds expended by Bukit Energy Bohorok Pte Ltd, which is wholly-owned by BOW EIH in the Bohorok, Indonesia PSC (the “Bohorok PSC”) since July 1, 2018, plus (ii) $3,546,450 (i.e., ½ of Bow’s share of the prior sunk cost of the Bohorok PSC), which royalty is evidenced by an Assignment of Petrolia Royalty (the “Royalty Assignment”). The Exchange Agreement closed on August 31, 2018 and has an effective date of July 1, 2018. The Exchange Agreement contains customary and standard representations and warranties of the parties, indemnification obligations (which survive for six months following the closing) and closing conditions. The Company is in the process of cancelling the Blue Sky Shares and returning such shares to the status of authorized but unissued shares of common stock. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 10. BUSINESS SEGMENTS We are a diversified oil and gas company with operations in two segments: Oil and Gas Exploration and Production Oil field services Three months ended Three months ended Revenues Oil & Gas $ 29,980 $ 33,560 Oil field services — — — — Net Income (Loss) Oil & Gas (27,272,990 ) (459,222 ) Oil field services (4,048 ) (4,048 ) Assets Oil & Gas 23,341,260 13,057,078 Oil field services 236,014 181,593 Accounts Receivable Oil & Gas 18,254 48,201 Oil field services $ — $ — |
SUPPLEMENTAL CASH
SUPPLEMENTAL CASH | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH | NOTE 11. SUPPLEMENTAL CASH Interest Paid $ 376 $ 8,318 NON-CASH INVESTING AND FINANCIAL DISCLOSURES Common shares issued for purchase Bow Energy Ltd., a related party $ 34,607,088 $ — Settlement of accrued salaries with common shares 61,621 — Settlement of account payable for common shares, related party 102,590 — Initial recognition of asset retirement obligation — 101,405 Settlement of accounts receivable and other assets for oil and gas properties — 465,788 Note payable for vehicle purchase — 35,677 Series A preferred dividend 44,006 — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS (i) On April 12, 2018, the Board of Directors approved (a) the entry by the Company into a $500,000 Convertible Promissory Note with Blue Sky International Holdings Inc. This note was subsequently cancelled on April 27 th (ii) On April 18, 2018, a Separation and Release Agreement between the former President of the Company, James Burns and the Company became effective whereby Mr. Burns ceased to be an employee of the Company. Pursuant to the terms of the agreement, the Company will pay Mr. Burns $33,000, grant him warrants to purchase 3,000,000 shares of common stock at an exercise price of $0.10 per share and also issue 2,000,000 shares of restricted common stock of the Company, which it satisfied on May 14, 2018. The warrants were granted at fair value using a Black Scholes model for $266,971 and the restricted shares were valued at the closing price of Petrolia’s stock, for $180,000. (iii) On April 20, 2018, the Company entered into an agreement to offer the position of Chairman of the Board to James Burns. Mr. Burns accepted and became Chairman of the Board effective May 1, 2018. Pursuant to the terms of the offer, Mr. Burns will be paid an annual salary of $65,000 and up to $25,000 in health benefits for Mr. Burns and his family. The Company will issue 500,000 shares of restricted common stock, which it satisfied on May 14, 2018. An additional 500,000 shares of restricted common stock will be issued upon a successful listing of the Company on the NASDAQ or NYSE exchanges. Mr. Burns will also be granted fully vested warrants to purchase 2,000,000 shares of common stock exercisable at $0.10 per share expiring in 36 months. The warrants were granted at fair value using a Black Scholes model for $177,982 and the restricted shares were valued at the closing price of Petrolia on the date of the agreement for $45,000. (iv) On April 26, 2018, the Company issued 200,000 shares of common stock as a bonus to a vendor valued at $14,000 based on the closing price of $0.07 per share. (v) On April 26, 2018, a warrant holder exercised his 500,000 warrants at a strike price of $0.10 for gross proceeds of $50,000 and was issued 500,000 shares of common stock. (vi) On May 9, 2018, Bow, the Company’s wholly owned subsidiary, entered into an Amended and Restated Loan Agreement with a third party (the “ Loan Agreement Lender The additional $800,000 borrowed in connection with the entry into the Loan Agreement can only be used by the Company for a future acquisition of oil and gas properties, which the Company is currently in discussions regarding, and will be secured by such assets, when/if the transaction closes. In the event the acquisition (or another mutually agreed upon acquisition), for any reason does not close, the $800,000 in additional funds are anticipated to be immediately repaid to the Lender. In order to induce the Lender to enter into the Loan Agreement, the Company agreed to issue the Lender 500,000 shares of restricted common stock (the “ Loan Shares Loan Warrants (vii) On May 11, 2018 & May 15, 2018, The Company closed a private placement of two of units for $100,000, with each unit having a price of $50,000, is comprised of 416,667 shares of common stock and one warrant to purchase an additional 416,667 shares of common stock at a price of $0.20 per share at any time prior to October 1, 2020. (viii) On May 22, 2018, 500,000 shares of common stock were issued to (CFO) Tariq Chaudhary as per his employment offer letter. (ix) Effective on June 29, 2018, the Company acquired a 25% working interest in approximately 41,526 acres located in the Luseland, Hearts Hill, and Cuthbert fields, located in Southwest Saskatchewan and Eastern Alberta, Canada (collectively, the “Canadian Properties” and the “Working Interest”). The Canadian Properties currently encompass 64 sections, with 240 oil and 12 natural gas wells currently producing on the properties. Additionally, there are several idle wells with potential for reactivation and 34 sections of undeveloped land (approximately 21,760 acres). The Canadian Properties and the Working Interest were acquired from Blue Sky Resources Ltd. (“Blue Sky”), whose President is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer. Mr. Chaudhary owns and controls BSIH Ltd. (“BSIH”). BSIH was the largest shareholder of the Company prior to the cancellation of the shares pursuant to the terms of a Share Exchange Agreement between the Company and Blue Sky Resources Ltd dated August 31, 2018. Blue Sky had previously acquired an 80% working interest in the Canadian Properties from Georox Resources Inc., who had acquired the Canadian Properties from Cona Resources Ltd. and Cona Resources Partnership prior to the acquisition by the Company. The effective date of the acquisition was June 1, 2018. The acquisition of the Canadian Properties was evidenced and documented by a Memorandum of Understanding between the Company and Blue Sky dated June 29, 2018 and a General Conveyance between the parties dated as of the same date, pursuant to which the Company agreed to acquire the Working Interest in consideration for $1,428,581 in Canadian dollars (“CAD”) (approximately $1,089,150 in U.S. dollars) of which CAD $1,022,400 (approximately $779,478 in U.S. dollars) was paid in cash (the “Cash Payment”) and CAD $406,181 (approximately $314,912 in U.S. dollars) was evidenced by a promissory note (the “Acquisition Note”). The Cash Payment was made with funds borrowed by the Company pursuant to the terms of that certain $1,530,000 May 9, 2018, Amended and Restated Loan Agreement entered into with Bow and a third party (the “Loan Agreement” and the “Lender”). The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021. The Working Interest will be held in the name of the Company’s newly formed wholly-owned Alberta, Canada, subsidiary, Petrolia Canada Corporation. The Acquisition Note, which was dated June 8, 2018, bears interest at the rate of 9% per annum, beginning on August 1, 2018 and is due and payable on November 30, 2018, provided that we have the right to extend the maturity date for a period six months with 10 days’ notice to Blue Sky, in the event we pay 25% of the principal amount of the Acquisition Note at the time of extension. The acquisition has not formally closed as the assets can only be transferred after the payment/settlement of the Acquisition Note. (x) On August 17, 2018, the Company sold an aggregate of $90,000 in Convertible Promissory Notes (the “Director Convertible Notes”), to the Company’s directors, Ivar Siem ($20,000) through an entity that he is affiliated with; Leo Womack ($60,000); and Joel Oppenheim ($10,000). The Director Convertible Notes accrue interest at the rate of 12% per annum until paid in full and are due and payable on October 17, 2018. The amount owed may be prepaid at any time without penalty. The outstanding principal and interest owed under the Director Convertible Notes are convertible into common stock of the Company, from time to time, at the option of the holders of the notes, at a conversion price of $0.10 per share. As additional consideration for entering into the notes, the Company agreed to grant one-year warrants to purchase one share of the Company’s common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the “Bridge Note Warrants”). As such, the Company granted (a) 20,000 Bridge Note Warrants to an entity affiliated with Ivar Siem; (b) 60,000 Bridge Note Warrants to Leo Womack; and (c) 10,000 Bridge Note Warrants to Joel Oppenheim. The Director Convertible Notes contain standard and customary events of default. It is contemplated that up to an additional $160,000 in Director Convertible Notes will be sold to affiliates of the Company in the next several months. (xi) Effective on August 31, 2018, the Company entered into and closed the transactions contemplated by a Share Exchange Agreement with Blue Sky Resources Ltd. (“Blue Sky” and the “Exchange Agreement”). The President, Chief Executive Officer and 100% owner of Blue Sky is Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer. Chaudhary indirectly owns and controls BSIH Ltd. (“BSIH”), which is a significant shareholder of the Company. Additionally, prior to the acquisition of Bow Energy Ltd. (“Bow”) (which we acquired pursuant to an Arrangement Agreement dated November 30, 2017, which acquisition closed on February 27, 2018), BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary, controlled Bow. Pursuant to the Exchange Agreement, we exchanged 100% of the ownership of Bow, in consideration for: (a) 70,807,417 shares of the Company’s common stock owned and controlled by Mr. Chaudhary and BSIH (the “Blue Sky Shares”); (b) $100,000 in cash (less certain advances paid by Blue Sky or Bow to the Company since April 1, 2018); (c) the assumption of certain payables owed by Bow totaling $1,696,332 (which includes $730,000 owed under the terms of a Loan Agreement, as amended, originally entered into by Bow, but not the subsequent $800,000 borrowed by Bow pursuant to the amendment to the Loan Agreement dated May 9, 2018 (which obligation is documented by a Debt Repayment Agreement)); (d) 20% of Bow Energy International Holdings, Inc, which is wholly-owned by Bow (“Bow EIH”)(which entity’s subsidiaries own certain Production Sharing Contracts (the “PSC”) and certain other participating assets), pursuant to an Assignment Agreement; (e) certain carry rights described in greater detail in the Exchange Agreement, providing for Blue Sky to carry the Company for up to the next $10 million of aggregate costs in BOW EIH and the PSC assets, with any profits from BOW EIH being distributed 80% to Bow and 20% to the Company, pursuant to a Petrolia Carry Agreement (the “Carry Agreement”); and (f) a 3% royalty, after recovery of (i) the funds expended by Bukit Energy Bohorok Pte Ltd, which is wholly-owned by BOW EIH in the Bohorok, Indonesia PSC (the “Bohorok PSC”) since July 1, 2018, plus (ii) $3,546,450 (i.e., ½ of Bow’s share of the prior sunk cost of the Bohorok PSC), which royalty is evidenced by an Assignment of Petrolia Royalty (the “Royalty Assignment”). The Exchange Agreement closed on August 31, 2018 and has an effective date of July 1, 2018. The Exchange Agreement contains customary and standard representations and warranties of the parties, indemnification obligations (which survive for six months following the closing) and closing conditions. The Company is in the process of cancelling the Blue Sky Shares and returning such shares to the status of authorized but unissued shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated 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 year ended December 31, 2017, as reported in Form 10-K for the year ended December 31, 2017, have been omitted. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Askarii Resources, LLC and Bow Energy Ltd. Our subsidiaries operate in the oil and gas industry. 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. Also, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Askarii Resources, LLC and Bow Energy Ltd. Our subsidiaries operate in the oil and gas industry. 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. |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the interim condensed consolidated financial statements in the period they are determined. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (Update or ASU) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The Company adopted this standard on a modified retrospective basis on January 1, 2018. No financial statement impact occurred upon adoption. Revenue from Contracts with Customers We recognize revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration we expect to receive in exchange for those products. Performance Obligations and Significant Judgments We sell oil and natural gas products in the United States through a single reportable segment. We enter into contracts that generally include one type of distinct product in variable quantities and priced based on a specific index related to the type of product. The oil and natural gas is typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. We recognize revenue at a point in time when control of the oil or natural gas passes to the customer or processor, as applicable, discussed below. For oil sales, control is typically transferred to the customer upon receipt at the wellhead or a contractually agreed upon delivery point. Under our natural gas contracts with processors, control transfers upon delivery at the wellhead or the inlet of the processing entity’s system. For our other natural gas contracts, control transfers upon delivery to the inlet or to a contractually agreed upon delivery point. In the cases where we sell to a processor, we have determined that we are the principal in the arrangement and the processors are our customers. We recognize the revenue in these contracts based on the net proceeds received from the processor. Transfer of control drives the presentation of transportation and gathering costs within the accompanying unaudited consolidated statements of operations. Transportation and gathering costs incurred prior to control transfer are recorded within the transportation and gathering expense line item on the accompanying unaudited consolidated statements of operations, while transportation and gathering costs incurred subsequent to control transfer are recorded as a reduction to the related revenue. A portion of our product sales are short-term in nature. For those contracts, we use the practical expedient in ASC 606-10-50-14 exempting us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For our product sales that have a contract term greater than one year, we have utilized the practical expedient in ASC 606-10-50-14(a) which states we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to an unsatisfied performance obligation. Under these sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. We have no unsatisfied performance obligations at the end of each reporting period. We do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing with predictable differentials. Additionally, any variable consideration identified is not constrained. |
Business combinations | Business combinations In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The ASU provides an updated model for determining if acquired assets and liabilities constitute a business. In a business combination, the acquired assets and liabilities are recognized at fair value and goodwill could be recognized. In an asset acquisition, the assets are allocated value based on relative fair value and no goodwill is recognized. The ASU narrows the definition of a business. We adopted this standard in the first quarter of 2018. ASU 2017-01 did not have a material impact on our financial statements. |
Recent Accounting Pronouncements | 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. |
ACQUISITION OF BOW ENERGY LTD19
ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of the purchase price allocation | The purchase price allocation can be summarized as follows: Cash $ 3,784 Other current assets 4,763 Deposits 337,997 Furniture, equipment & software 12,059 Unproved properties and properties not subject to amortization 9,705,590 Goodwill 27,129,963 Accounts payable (1,157,876 ) Note payable (1,429,192 ) |
Schedule of Pro Forma Information | The amount of Bow’s loss included in Petrolia’s consolidated income statement for the three months ended March 31, 2018, and the loss of the combined entity had the acquisition date been January 1, 2018, and January 1, 2017, are as follows. Revenue Earnings (Loss ) February 28, 2018 to March 31, 2018 $ 9,993 $ (10,568,097 ) Supplemental pro forma from January 1, 2018 to March 31, 2018 $ 29,980 $ (29,740,308 ) Supplemental pro forma from January 1, 2017 to March 31, 2017 $ 2,388,184 $ (290,976 ) |
SHORT-TERM NOTE PAYABLE (Tables
SHORT-TERM NOTE PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of short-term note payable | March 31, 2018 December 31, 2017 Nominal Date of Face value Carrying Face value Carrying Current portion of truck loan (i) 5.49 % January 6, 2022 $ 32,582 $ 32,582 $ 32,582 $ 32,582 Promissory note (ii) 12 % June 30, 2018 37,613 42,127 — — Promissory note (iii) 12 % June 30, 2018 36,451 39,747 — — Bukit Energy Inc. (iv) 8.5 % Dec 15, 2017 500,000 538,677 — — Credit note (v) 9 % May 11, 2021 800,000 835,855 — — $ 1,406,646 $ 1,488,988 $ 32,582 $ 32,582 The promissory notes are repayable in full on maturity. The difference between the face value and carrying amount is attributed to accrued interest. (i) 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% annual percentage rate (APR). (ii) The note matures on February 28, 2018 and carries interest at 12% per annum. The note was extended to June 30, 2018. (iii) The note matures on February 28, 2018 and carries interest at 12% per annum. The note was extended to June 30, 2018. (iv) In conjunction with the closing of the purchase of the Bukit assets, Bow issued a note payable to Bukit Energy Inc. of $500,000 with interest at the rate of 8.5% per annum, calculated monthly, not in advance, on the principal amount. The note matured on August 31, 2017. The note was extended to December 15, 2017. The note is in default and remained in default at the time of issuance of these financial statements. (v) Bow has a loan in default of $800,000. The credit note is secured by a general security agreement over the assets of Bow. Interest accrues monthly and is recorded at 9% on the full amount of the original issued notes of USD $1,100,000. The note is in default and remained in default at the time of issuance of these financial statements. The debt holder also was issued warrants to purchase 320,000 shares of common stock exercisable at $0.08 per share, expiring February 27, 2021. The warrants were valued at $103,633 using the Black Scholes options pricing model with volatility of 283%, discount rate of 2.42% and call option value of $0.32. The note was amended on May 9, 2018. Terms of which, are disclosed in Note 12. |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock warrants issued and outstanding | Summary information regarding common stock warrants issued and outstanding as of March 31, 2018, is as follows: Warrants Weighted Average Exercise Price Weighted average remaining contractual life (years) Outstanding at year ended December 31, 2017 35,087,198 $ 0.24 2.15 Granted 4,075,833 0.13 3.00 Exercised (2,100,000 ) 0.10 — Expired — — — Outstanding at quarter ended March 31, 2018 37,063,031 $ 0.23 2.02 |
Schedule of warrants granted during the period | The table below summarizes the warrants granted during the three month period ended March 31, 2018: Number of Exercise Warrants Price Board of Director Service 1,750,000 $ 0.10 Pursuant to acquisition of Bow Energy Ltd. 320,000 $ 0.18 Private placement – March 2018 1,041,667 $ 0.20 Private placement (Joel Oppenheim) 208,333 $ 0.20 Pursuant to employment termination agreement 250,000 $ 0.20 Deferred salary – CEO, former CFO 255,833 $ 0.14 Pursuant to settlement of loan from director (Joel Oppenheim) 250,000 $ 0.14 4,075,833 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three months ended Three months ended Revenues Oil & Gas $ 29,980 $ 33,560 Oil field services — — — — Net Income (Loss) Oil & Gas (27,272,990 ) (459,222 ) Oil field services (4,048 ) (4,048 ) Assets Oil & Gas 23,341,260 13,057,078 Oil field services 236,014 181,593 Accounts Receivable Oil & Gas 18,254 48,201 Oil field services $ — $ — |
SUPPLEMENTAL CASH (Tables)
SUPPLEMENTAL CASH (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Interest Paid $ 376 $ 8,318 NON-CASH INVESTING AND FINANCIAL DISCLOSURES Issued common shares for purchase Bow Energy. Goodwill and assets $ 34,607,088 $ — Settlement of accrued salaries with common shares 61,621 — Settlement of account payable for common shares, related party 102,590 — Initial recognition of asset retirement obligation — 101,405 Settlement of accounts receivable and other assets for oil and gas properties — 465,788 Note payable for vehicle purchase — 35,677 Series A preferred dividend 44,006 — |
ACQUISITION OF BOW ENERGY LTD24
ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY (Details) - Bow Energy Ltd [Member] | Feb. 27, 2018USD ($) |
Cash | $ 3,784 |
Other current assets | 4,763 |
Deposits | 337,997 |
Furniture, equipment & software | 12,059 |
Unproved properties and properties not subject to amortization | 9,705,590 |
Goodwill | 27,129,963 |
Accounts payable | (1,157,876) |
Note payable | $ (1,429,192) |
ACQUISITION OF BOW ENERGY LTD25
ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY (Details 1) - Bow Energy Ltd [Member] - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 9,993 | $ 29,980 | $ 2,388,184 |
Earnings (Loss) | $ (10,568,097) | $ (29,740,308) | $ (290,976) |
ACQUISITION OF BOW ENERGY LTD26
ACQUISITION OF BOW ENERGY LTD, A RELATED PARTY (Details Narrative) | Feb. 27, 2018USD ($)a$ / sharesshares | Mar. 31, 2018USD ($) | Feb. 23, 2018$ / shares |
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.12 | ||
Impairment of goodwill | $ 27,129,963 | ||
Bow Energy Ltd [Member] | |||
Stock issued during period, shares, acquisitions (in Shares) | shares | 106,156,172 | ||
Stock issued during period, value, acquisitions | $ 34,607,088 | ||
Number of shares issued to acquire business (in Shares) | shares | 100,000 | ||
Share Price (in Dollars per share) | $ / shares | $ 0.37 | ||
Value of shares issued in acquisition | $ 103,632 | ||
Number of warrant issued (in shares) | shares | 320,000 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 103,632 | ||
Consideration amount | $ 34,607,088 | ||
Bow Energy Ltd [Member] | South Block A PSC [Member] | |||
Percentage of working interest acquired | 44.48% | ||
Bow Energy Ltd [Member] | Bohorok PSC [Member] | |||
Percentage of working interest acquired | 50.00% | ||
Area of land | a | 465,266 | ||
Bow Energy Ltd [Member] | Bohorok Deep JSA [Member] | |||
Percentage of working interest acquired | 20.25% | ||
Bow Energy Ltd [Member] | Palmerah Baru [Member] | |||
Percentage of working interest acquired | 54.00% | ||
Area of land | a | 98,977 | ||
Bow Energy Ltd [Member] | MNK Palmerah [Member] | |||
Percentage of working interest acquired | 69.36% | ||
Area of land | a | 170,398 | ||
Bow Energy Ltd [Member] | Mahato PSC [Member] | |||
Percentage of working interest acquired | 20.00% | ||
Area of land | a | 167,115 |
SHORT-TERM NOTE PAYABLE (Detail
SHORT-TERM NOTE PAYABLE (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2018 | Dec. 31, 2017 | Jan. 06, 2017 | ||||
Related Party Transaction [Line Items] | ||||||
Face value | $ 1,406,646 | $ 32,582 | ||||
Carrying amount | 1,488,988 | 32,582 | ||||
Current Portion Of Truck Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Nominal interest rate | 5.49% | |||||
Face value | 32,582 | [1] | 32,582 | [1] | $ 35,677 | |
Carrying amount | [1] | $ 32,582 | $ 32,582 | |||
Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Nominal interest rate | 12.00% | |||||
Date of maturity | Jun. 30, 2018 | |||||
Face value | [2] | $ 37,613 | ||||
Carrying amount | [2] | $ 42,127 | ||||
Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Nominal interest rate | 12.00% | |||||
Date of maturity | Jun. 30, 2018 | |||||
Face value | [2] | $ 36,451 | ||||
Carrying amount | [2] | $ 39,747 | ||||
Bukit Energy Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Nominal interest rate | 8.50% | |||||
Date of maturity | Dec. 15, 2017 | |||||
Face value | [3] | $ 500,000 | ||||
Carrying amount | [3] | $ 538,677 | ||||
Credit Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Nominal interest rate | 9.00% | |||||
Date of maturity | May 11, 2021 | |||||
Face value | [4] | $ 800,000 | ||||
Carrying amount | [4] | $ 835,855 | ||||
[1] | 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% annual percentage rate (APR). | |||||
[2] | The note matures on February 28, 2018 and carries interest at 12% per annum. The note was extended to June 30, 2018. | |||||
[3] | In conjunction with the closing of the purchase of the Bukit assets, Bow issued a note payable to Bukit Energy Inc. of $500,000 with interest at the rate of 8.5% per annum, calculated monthly, not in advance, on the principal amount. The note matured on August 31, 2017. The note was extended to December 15, 2017. The note is in default and remained in default at the time of issuance of these financial statements. | |||||
[4] | Bow has a loan in default of $800,000. The credit note is secured by a general security agreement over the assets of Bow. Interest accrues monthly and is recorded at 9% on the full amount of the original issued notes of USD $1,100,000. The note is in default and remained in default at the time of issuance of these financial statements. The debt holder also was issued warrants to purchase 320,000 shares of common stock exercisable at $0.08 per share, expiring February 27, 2021. The warrants were valued at $103,633 using the Black Scholes options pricing model with volatility of 283%, discount rate of 2.42% and call option value of $0.32. The note was amended on May 9, 2018. Terms of which, are disclosed in Note 12. |
SHORT-TERM NOTE PAYABLE (Deta28
SHORT-TERM NOTE PAYABLE (Details Narrative) - USD ($) | Jan. 06, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |||
Face value | $ 1,406,646 | $ 32,582 | ||||
Warrants Granted (shares) | 4,075,833 | |||||
Credit Note [Member] | ||||||
Nominal interest rate | 9.00% | |||||
Original debt amount | $ 1,100,000 | |||||
Date of maturity | May 11, 2021 | |||||
Face value | [1] | $ 800,000 | ||||
Credit Note [Member] | Credit Note Warrants [Member] | ||||||
Exercise price of warrants (per share) | $ 0.08 | |||||
Warrants Granted (shares) | 320,000 | |||||
Fair value of warrants issued | $ 103,633 | |||||
Expiration date | Feb. 27, 2021 | |||||
Volatility rate | 283.00% | |||||
Discount rate | 2.42% | |||||
Call option value (per share) | $ 0.32 | |||||
Current Portion Of Truck Loan [Member] | ||||||
Nominal interest rate | 5.49% | |||||
Note Term | 5 years | |||||
Face value | $ 35,677 | $ 32,582 | [2] | $ 32,582 | [2] | |
Bukit Energy Inc [Member] | ||||||
Nominal interest rate | 8.50% | |||||
Date of maturity | Dec. 15, 2017 | |||||
Face value | [3] | $ 500,000 | ||||
[1] | Bow has a loan in default of $800,000. The credit note is secured by a general security agreement over the assets of Bow. Interest accrues monthly and is recorded at 9% on the full amount of the original issued notes of USD $1,100,000. The note is in default and remained in default at the time of issuance of these financial statements. The debt holder also was issued warrants to purchase 320,000 shares of common stock exercisable at $0.08 per share, expiring February 27, 2021. The warrants were valued at $103,633 using the Black Scholes options pricing model with volatility of 283%, discount rate of 2.42% and call option value of $0.32. The note was amended on May 9, 2018. Terms of which, are disclosed in Note 12. | |||||
[2] | 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% annual percentage rate (APR). | |||||
[3] | In conjunction with the closing of the purchase of the Bukit assets, Bow issued a note payable to Bukit Energy Inc. of $500,000 with interest at the rate of 8.5% per annum, calculated monthly, not in advance, on the principal amount. The note matured on August 31, 2017. The note was extended to December 15, 2017. The note is in default and remained in default at the time of issuance of these financial statements. |
EQUITY (Details)
EQUITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Warrants Granted | 4,075,833 | |
Warrant [Member] | ||
Warrants Outstanding, beginning | 35,087,198 | |
Warrants Granted | 4,075,833 | |
Warrants Exercised | (2,100,000) | |
Warrants Outstanding, ending | 37,063,031 | 35,087,198 |
Weighted Average Exercise Price, beginning | $ 0.24 | |
Warrants Granted, Weighted Average Exercise Price | 0.13 | |
Warrants Exercised, Weighted Average Exercise Price | 0.10 | |
Weighted Average Exercise Price, ending | $ 0.23 | $ 0.24 |
Warrants Outstanding, Aggregate Intrinsic Value | $ 151,581 | $ 1,106,583 |
Granted, Weighted Average Remaining Contractual Term | 3 years | |
Warrants Outstanding, Weighted Average Remaining Contractual Term | 2 years 7 days | 2 years 1 month 24 days |
EQUITY (Details 1)
EQUITY (Details 1) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Warrants Granted | 4,075,833 |
Warrants Granted To Board Of Directors [Member] | |
Warrants Granted | 1,750,000 |
Exercise price of warrants (per share) | $ / shares | $ 0.10 |
Warrants Granted To Pursuant to acquisition of Bow Energy Ltd.[Member] | |
Warrants Granted | 320,000 |
Exercise price of warrants (per share) | $ / shares | $ 0.18 |
Warrants Granted In March 2018 Private Placement [Member] | |
Warrants Granted | 1,041,667 |
Exercise price of warrants (per share) | $ / shares | $ .20 |
Warrants Granted In Private Placement Joel Oppenheim [Member] | |
Warrants Granted | 208,333 |
Exercise price of warrants (per share) | $ / shares | $ 0.20 |
Warrants Granted To Pursuant to employment termination agreement.[Member] | |
Warrants Granted | 250,000 |
Exercise price of warrants (per share) | $ / shares | $ 0.20 |
Warrants Granted To CEO And CFO [Member] | |
Warrants Granted | 255,833 |
Exercise price of warrants (per share) | $ / shares | $ 0.14 |
Warrants Granted To Pursuant to settlement of loan from directorJoel Oppenheim [Member] | |
Warrants Granted | 250,000 |
Exercise price of warrants (per share) | $ / shares | $ 0.14 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Feb. 28, 2018 | Feb. 27, 2018 | Feb. 23, 2018 | Feb. 05, 2018 | Feb. 01, 2018 | Jan. 24, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock, issued | 222,437,810 | 111,698,222 | ||||||
Common stock, outstanding | 222,437,810 | 111,698,222 | ||||||
Stock Issued for Services (shares) | 104,167 | |||||||
Stock Issued for Services (in Dollars) | $ 12,500 | |||||||
Preferred stock, shares outstanding | 199,100 | 197,100 | ||||||
Shares issued price (per share) | $ 0.12 | |||||||
Dividents Declare | $ 44,006 | |||||||
Debt settlement loss | $ 203,349 | |||||||
Series A Preferred Stock [Member] | ||||||||
Dividents rate | 9.00% | |||||||
Dividents Declare | $ 44,006 | |||||||
Accredited investors [Member] | ||||||||
Number of Units Purchased by Accredited Investors | 2.5 | |||||||
Sale Price of unit (per unit) | $ 50,000 | |||||||
Common stock of unit (per unit) | 416,667 | |||||||
Warrants of unit (per unit) | 1 | |||||||
Exercise price of warrants (per share) | $ 0.20 | |||||||
Stock issued for unit sale | $ 125,000 | |||||||
Stock issued for unit sale (shares) | 1,041,667 | |||||||
Shares issued price (per share) | $ 0.20 | |||||||
Accredited investors [Member] | Series A Preferred Stock [Member] | ||||||||
Shares issued for cash | $ 20,000 | |||||||
Shares issued for cash (in shares) | 2,000 | |||||||
President [Member] | ||||||||
Stock Issued Share-based Compensation (shares) | 350,000 | |||||||
Stock Issued Share-based Compensation | $ 59,500 | |||||||
Director [Member] | ||||||||
Stock Issued for Services (in Dollars) | $ 25,000 | |||||||
Exercise of warrants (shares) | 1,110,000 | |||||||
Average share price | $ .092 | |||||||
Restricted Stock [Member] | President [Member] | ||||||||
Stock Issued Share-based Compensation (shares) | 616,210 | |||||||
Deferred salary | $ 61,621 | |||||||
Bow Energy Ltd [Member] | ||||||||
Shares to issued in acquisition (shares) | 106,156,172 | |||||||
Shares to issued in acquisition | $ 34,607,088 | |||||||
Bow Energy Ltd [Member] | Consultant [Member] | ||||||||
Stock Issued for Services (shares) | 150,000 | |||||||
Stock Issued for Services (in Dollars) | $ 18,000 | |||||||
Shares issued price (per share) | $ 0.18 | |||||||
Bow Energy Ltd [Member] | Law Firm [Member] | ||||||||
Stock Issued for Services (shares) | 100,000 | |||||||
Stock Issued for Services (in Dollars) | $ 37,000 | |||||||
Shares issued price (per share) | $ 0.37 | |||||||
Bow Energy Ltd [Member] | Stock Option [Member] | ||||||||
Stock Issued Share-based Compensation | $ 1,131,639 | |||||||
Number of stock options granted | 3,500,000 | |||||||
Exercise price of stock options | $ 0.12 | |||||||
Volatility rate | 2.83% | |||||||
Discount rate | 2.42% | |||||||
Call option value | $ 0.32 | |||||||
Director [Member] | ||||||||
Exercise price of warrants (per share) | $ 0.098 | |||||||
Exercise of warrants (shares) | 630,000 | |||||||
Proceeds from exercise of warrants | $ 61,800 | |||||||
Warrant [Member] | ||||||||
Exercise price of warrants (per share) | $ 0.102 | |||||||
Exercise of warrants (shares) | 360,000 | |||||||
Proceeds from exercise of warrants | $ 36,875 | |||||||
Warrant [Member] | Accredited investors [Member] | ||||||||
Exercise of warrants (shares) | 416,667 | |||||||
Stock issued for unit sale (shares) | 1,041,667 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Rent Expense, Minimum Rentals | $ 2,012 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Apr. 26, 2018USD ($)$ / sharesshares | Apr. 12, 2018USD ($) | Feb. 28, 2018USD ($)$ / sharesshares | Feb. 23, 2018shares | Feb. 09, 2018USD ($) | Feb. 01, 2018USD ($)$ / sharesshares | Jan. 15, 2018USD ($)$ / sharesshares | Jan. 12, 2018USD ($)$ / sharesshares | Mar. 31, 2018shares | Aug. 17, 2018$ / shares | Apr. 12, 2018$ / shares |
Stock Issued for Services (shares) | shares | 104,167 | ||||||||||
Warrants Granted (shares) | shares | 4,075,833 | ||||||||||
Director [Member] | |||||||||||
Exercise of warrants (shares) | shares | 630,000 | ||||||||||
Stock issued for warrants exercised (shares) | shares | 630,000 | ||||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.098 | ||||||||||
Proceeds from warrant exercises | $ 61,800 | ||||||||||
Tariq Chaudhary[Member] | |||||||||||
Stock award granted (shares) | shares | 500,000 | ||||||||||
Warrants Granted (shares) | shares | 250,000 | 500,000 | |||||||||
Vesting period of award | 36 months | ||||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.20 | $ .12 | |||||||||
Fair value of warrants issued | $ 109,021 | ||||||||||
Severance pay | $ 192,521 | ||||||||||
Salary paid first 90 days of probation period | $ 7,500 | ||||||||||
Salary | $ 120,000 | ||||||||||
Amortization of severance pay | 30 months | ||||||||||
Annual percentage rate | 5.00% | ||||||||||
Monthly severance pay | $ 5,000 | ||||||||||
Joel Oppenheim Director [Member] | |||||||||||
Warrants Granted (shares) | shares | 208,333 | ||||||||||
Stock issued for unit sale | $ 25,000 | ||||||||||
Stock issued for unit sale (shares) | shares | 208,333 | ||||||||||
Shares issued price (per unit) | $ / shares | $ 50,000 | ||||||||||
Unissued common shares | shares | 83,333 | ||||||||||
Subscriptions received in advance | $ 10,000 | ||||||||||
Director [Member] | |||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 102,590 | ||||||||||
Exercise of warrants (shares) | shares | 1,110,000 | ||||||||||
Average share price | $ / shares | $ .092 | ||||||||||
Jovian Petroleum Corporation [Member] | Revolving Line of Credit Agreement [Member] | |||||||||||
Interest rate | 3.50% | ||||||||||
Revolving line of credit | $ 200,000 | ||||||||||
Repayment of line of credit | $ 47,600 | ||||||||||
Subsequent Event [Member] | |||||||||||
Stock Issued for Services (shares) | shares | 200,000 | ||||||||||
Exercise of warrants (shares) | shares | 500,000 | ||||||||||
Stock issued for warrants exercised (shares) | shares | 500,000 | ||||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||||||
Proceeds from warrant exercises | $ 50,000 | ||||||||||
Subsequent Event [Member] | Director Convertible Notes [Member] | |||||||||||
Conversion price, per share | $ / shares | $ .10 | ||||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||||||
Subsequent Event [Member] | Jovian Petroleum Corporation [Member] | Amended Revolving Line of Credit Agreement [Member] | |||||||||||
Interest rate | 3.50% | ||||||||||
Default interest rate | 7.50% | ||||||||||
Revolving line of credit | $ 500,000 | ||||||||||
Maturity date | Aug. 9, 2018 | ||||||||||
Subsequent Event [Member] | Blue Sky International Holdings, Inc. [Member] | Director Convertible Notes [Member] | |||||||||||
Interest rate | 11.00% | ||||||||||
Debt amount | $ 500,000 | ||||||||||
Maturity date | Apr. 1, 2019 | ||||||||||
Conversion price, per share | $ / shares | $ .12 | ||||||||||
Cancellation date | Apr. 12, 2018 |
RELATED PARTY TRANSACTIONS (D34
RELATED PARTY TRANSACTIONS (Details Narrative 1) | Aug. 31, 2018USD ($)shares | Aug. 17, 2018USD ($)shares | May 22, 2018USD ($) | May 14, 2018USD ($)$ / sharesshares | Apr. 18, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)shares | Aug. 17, 2018$ / shares | Jun. 29, 2018aNumber | Apr. 26, 2018$ / shares |
Warrants Granted (shares) | shares | 4,075,833 | ||||||||
Cash received in acquisition | $ 3,784 | ||||||||
Subsequent Event [Member] | |||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||||
Subsequent Event [Member] | Director Convertible Notes [Member] | |||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||||
Proceeds from sale of convertible promissory notes | $ 90,000 | ||||||||
Conversion price | $ / shares | $ .10 | ||||||||
Contemplated additional notes to be issued in the future | $ 160,000 | ||||||||
Subsequent Event [Member] | Fields [Member] | |||||||||
Working Interest Ownership | 25.00% | ||||||||
Number of sections | Number | 64 | ||||||||
Number of acres | a | 41,526 | ||||||||
Number of producing oil wells | Number | 240 | ||||||||
Number of producing natural gas wells | Number | 12 | ||||||||
Number of sections undeveloped land | Number | 34 | ||||||||
Number of acres undeveloped land | a | 21,760 | ||||||||
Subsequent Event [Member] | Blue Sky Resources Ltd [Member] | Exchange Agreement [Member] | |||||||||
Percentage of ownership exchanged | 100.00% | ||||||||
Number of common shares received | shares | 70,807,417 | ||||||||
Cash received in acquisition | $ 100,000 | ||||||||
Assumption of payables | 1,696,332 | ||||||||
Assumption of loan | 730,000 | ||||||||
Amount of aggregate costs to carry | $ 10,000,000 | ||||||||
Profit sharing to Company | 20.00% | ||||||||
Profit sharing to Counterparty | 80.00% | ||||||||
Royalty (percent) | 3.00% | ||||||||
Royalty recovery amount under agreement | $ 3,546,450 | ||||||||
Subsequent Event [Member] | Blue Sky Resources Ltd [Member] | Exchange Agreement [Member] | Bow Energy Ltd [Member] | |||||||||
Percentage of ownership acquired | 20.00% | ||||||||
Subsequent Event [Member] | President [Member] | |||||||||
Warrants Granted (shares) | shares | 2,000,000 | ||||||||
Restricted stock award granted (shares) | shares | 500,000 | ||||||||
Restricted stock award granted | $ 45,000 | ||||||||
Fair value of warrants issued | 177,982 | ||||||||
Officers' Compensation | 65,000 | ||||||||
Health benefits to officers | $ 25,000 | ||||||||
Additional shares to be issued upon completion of terms in employment agreement | shares | 500,000 | ||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||||
Subsequent Event [Member] | Former President [Member] | |||||||||
Severance pay | $ 33,000 | ||||||||
Warrants Granted (shares) | shares | 3,000,000 | ||||||||
Restricted stock award granted (shares) | shares | 2,000,000 | ||||||||
Restricted stock award granted | $ 180,000 | ||||||||
Fair value of warrants issued | $ 266,971 | ||||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||||
Subsequent Event [Member] | Officer [Member] | |||||||||
Stock issued for compensation (shares) | $ 500,000 | ||||||||
Subsequent Event [Member] | Director - Ivar Siem [Member] | |||||||||
Warrants Granted (shares) | shares | 20,000 | ||||||||
Proceeds from sale of convertible promissory notes | $ 20,000 | ||||||||
Subsequent Event [Member] | Director - Leo Womack [Member] | |||||||||
Warrants Granted (shares) | shares | 60,000 | ||||||||
Proceeds from sale of convertible promissory notes | $ 60,000 | ||||||||
Subsequent Event [Member] | Director - Joel Oppenheim [Member] | |||||||||
Warrants Granted (shares) | shares | 10,000 | ||||||||
Proceeds from sale of convertible promissory notes | $ 10,000 |
RELATED PARTY TRANSACTIONS (D35
RELATED PARTY TRANSACTIONS (Details Narrative 2) - Subsequent Event [Member] | Jun. 29, 2018USD ($) | Jun. 29, 2018CAD ($) | May 09, 2018USD ($) |
Bow Energy Ltd [Member] | Amended and Restated Loan Agreement [Member] | |||
Interest rate | 12.00% | ||
Default interest rate | 19.00% | ||
Debt amount | $ 1,530,000 | ||
Maturity date | May 11, 2021 | ||
Principal payment extension requirement (percent) | 25.00% | ||
Blue Sky Resources Ltd [Member] | Fields [Member] | |||
Acquisition of working interest | $ 1,089,150 | ||
Cash payment for working interest acquired | 779,478 | ||
Issuance of promissory note for working interest acquired | $ 314,912 | ||
Blue Sky Resources Ltd [Member] | Fields [Member] | Canada, Dollars | |||
Acquisition of working interest | $ 1,428,581 | ||
Cash payment for working interest acquired | 1,022,400 | ||
Issuance of promissory note for working interest acquired | $ 406,181 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenues | |||
Revenues | $ 29,980 | $ 33,560 | |
Net Income (Loss) | |||
Net Income (Loss) | (29,277,038) | (463,270) | |
Assets | |||
Assets | 23,577,274 | $ 13,577,572 | |
Oil & Gas [Member] | |||
Revenues | |||
Revenues | 29,980 | 33,560 | |
Net Income (Loss) | |||
Net Income (Loss) | (27,272,990) | (459,222) | |
Assets | |||
Assets | 23,341,260 | 13,057,078 | |
Accounts Receivable | |||
Accounts Receivable | 18,254 | 48,201 | |
Oil Field Services [Member] | |||
Net Income (Loss) | |||
Net Income (Loss) | (4,048) | (4,048) | |
Assets | |||
Assets | $ 236,014 | $ 181,593 |
BUSINESS SEGMENTS (Details Narr
BUSINESS SEGMENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2018Number | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
SUPPLEMENTAL CASH (Details)
SUPPLEMENTAL CASH (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest paid | $ 376 | $ 8,318 |
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | ||
Common shares issued for purchase Bow Energy Ltd., a related party | 34,607,088 | |
Settlement of accrued salaries with common shares | $ 61,621 | |
Settlement of accrued accounts payable through share issuance | 102,590 | |
Initial recognition of asset retirement obligation | 101,405 | |
Settlement of accounts receivable and other assets for oil and gas properties | 465,788 | |
Note payable for vehicle purchase | $ 35,677 | |
Series A preferred dividend | $ 44,006 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | May 18, 2018$ / sharesshares | May 15, 2018USD ($)$ / sharesshares | May 09, 2018USD ($) | Apr. 26, 2018USD ($)$ / sharesshares | Feb. 23, 2018USD ($)$ / sharesshares | Mar. 31, 2018shares | May 15, 2018$ / sharesshares |
Warrants Granted (shares) | 4,075,833 | ||||||
Stock issued for services (in shares) | 104,167 | ||||||
Stock issued for services (in dollars) | $ | $ 12,500 | ||||||
Shares issued price (per share) | $ / shares | $ 0.12 | ||||||
Subsequent Event [Member] | |||||||
Stock issued for services (in shares) | 200,000 | ||||||
Stock issued for services (in dollars) | $ | $ 14,000 | ||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||
Shares issued price (per share) | $ / shares | $ 0.07 | ||||||
Exercise of warrants (shares) | 500,000 | ||||||
Proceeds from exercise of warrants | $ | $ 50,000 | ||||||
Stock issued for exercise of warrants (shares) | 500,000 | ||||||
Subsequent Event [Member] | Amended and Restated Loan Agreement [Member] | Loan Warrants - 1 [Member] | |||||||
Warrants Granted (shares) | 320,000 | ||||||
Subsequent Event [Member] | Amended and Restated Loan Agreement [Member] | Loan Warrants - 1 [Member] | CAD [Member] | |||||||
Exercise price of warrants (per share) | $ / shares | $ 0.10 | ||||||
Subsequent Event [Member] | Amended and Restated Loan Agreement [Member] | Loan Warrants - 2 [Member] | |||||||
Warrants Granted (shares) | 500,000 | ||||||
Expiration date | May 15, 2021 | ||||||
Subsequent Event [Member] | Amended and Restated Loan Agreement [Member] | Loan Warrants - 3 [Member] | |||||||
Warrants Granted (shares) | 1,500,000 | ||||||
Expiration date | May 15, 2020 | ||||||
Subsequent Event [Member] | Bow Energy Ltd [Member] | Amended and Restated Loan Agreement [Member] | |||||||
Face amount | $ | $ 1,530,000 | ||||||
Interest rate | 12.00% | ||||||
Interest rate after default | 19.00% | ||||||
Maturity date | May 11, 2021 | ||||||
Additional loan amount | $ | $ 800,000 | ||||||
Principal and interest payment | $ | $ 50,818 | ||||||
Warrants Granted (shares) | 2,320,000 | ||||||
Restricted stock award granted (shares) | 500,000 | ||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||
Number of units sold in private placement | 2 | 2 | |||||
Proceeds from private placement | $ | $ 100,000 | ||||||
Price per unit | $ / shares | $ 50,000 | ||||||
Common stock per unit | 416,667 | 416,667 | |||||
Warrant per unit | 1 | 1 | |||||
Number of shares called per warrant | 416,667 | 416,667 | |||||
Share price | $ / shares | $ .20 |