Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Nov. 13, 2017 | Jan. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Amazing Energy Oil & Gas, Co. | ||
Entity Central Index Key | 1,375,618 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 14,937,900 | ||
Entity Common Stock, Shares Outstanding | 64,824,830 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 756,603 | $ 344,777 |
Oilfield service receivable | 64,392 | 71,342 |
Oilfield service receivable, related party, net of allowance for bad debt | 71,745 | |
Oil and gas receivables | 39,901 | 37,043 |
Prepaid expenses and other current asset | 67,843 | 61,083 |
TOTAL CURRENT ASSETS | 928,739 | 585,990 |
Property, plant, and equipment, net of accumulated depreciation of $307,718 and $193,563, respectively | 545,812 | 399,077 |
OIL AND GAS PROPERTIES, Full Cost Method | ||
Evaluated properties, net of accumulated depletion of $1,179,955 and $997,986 respectively | 5,919,082 | 6,236,709 |
Other assets and restricted cash | 76,622 | 26,622 |
TOTAL ASSETS | 7,470,255 | 7,248,398 |
CURRENT LIABILITIES: | ||
Accounts payable | 77,618 | 167,141 |
Accrued liabilities | 62,203 | 39,482 |
Revenue payable to interest owners | 421,423 | 422,865 |
Interest payable, related parties | 244,009 | 20,324 |
Current portion of convertible debt, related party | 430,892 | 329,506 |
Note payable on acquisition, related party | 104,167 | |
Note payable | 50,000 | |
Notes payable, related parties | 347,500 | 180,000 |
Line of credit | 50,000 | |
Equipment note payable, current portion | 10,006 | |
TOTAL CURRENT LIABILITIES | 1,747,819 | 1,209,318 |
LONG TERM LIABILITIES: | ||
Asset retirement obligation | 183,397 | 211,218 |
Equipment note payable, net of current portion | 35,794 | |
Common stock payable | 32,250 | |
Long-term convertible debt, related party | 2,650,278 | 2,751,665 |
TOTAL LONG-TERM LIABILITIES | 2,868,656 | 2,995,133 |
TOTAL LIABILITIES | 4,616,474 | 4,204,451 |
STOCKHOLDERS’ EQUITY: | ||
Series A Preferred Stock, $0.01 par value, 9,000 shares issued and outstanding | 90 | 90 |
Series B Preferred Stock, $0.01 par value, 50,000 shares issued and outstanding | 500 | 500 |
Common stock, $0.001 par value per share, 3,000,000,000 shares authorized, 66,581,040 and 59,839,456 issued and outstanding | 66,581 | 59,840 |
Additional paid-in capital | 28,814,857 | 27,638,956 |
Accumulated deficit | (26,028,247) | (24,655,439) |
TOTAL STOCKHOLDERS’ EQUITY | 2,853,781 | 3,043,947 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 7,470,255 | $ 7,248,398 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Property, plant, and equipment, net of accumulated depreciation | $ 307,718 | $ 193,563 |
Evaluated properties, net of accumulated depletion | $ 1,179,955 | $ 997,986 |
Preferred stock, no par value per share, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, no par value per share, shares issued and outstanding | 0 | 0 |
Series A Preferred Stock, $0.01 par value, issued and outstanding | 9,000 | 9,000 |
Series B Preferred Stock, $0.01 par value, issued and outstanding | 50,000 | 50,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
REVENUE | ||
Oilfield service revenue | $ 285,277 | $ 323,793 |
Oil and gas sales | 276,502 | 250,476 |
TOTAL GROSS REVENUE | 561,779 | 574,269 |
OPERATING EXPENSE | ||
Oil and gas production expenses | 245,457 | 175,105 |
Oilfield service and lease operating expenses | 351,806 | 282,803 |
Selling, general and administrative expenses | 822,336 | 645,125 |
Depreciation expense | 119,155 | 80,192 |
Depletion expense | 181,969 | 124,959 |
Accretion expense | 9,396 | 12,854 |
Gain on sale of mineral rights | (170,000) | (103,854) |
TOTAL OPERATING EXPENSES | 1,560,119 | 1,217,184 |
LOSS FROM OPERATIONS | (998,340) | (642,915) |
OTHER INCOME (EXPENSE) | ||
Interest income | 3,175 | 2,054 |
Financing fees associated with debt modification | 105,800 | |
Impairment of goodwill | 5,975,836 | |
Interest expense | 7,276 | 2,109 |
Interest expense, related parties | 264,567 | 290,046 |
TOTAL OTHER INCOME (EXPENSE) | (374,468) | (6,265,937) |
NET INCOME (LOSS) BEFORE INCOME TAXES | (1,372,808) | (6,908,852) |
Income tax provision (Note 12) | ||
NET INCOME (LOSS) | (1,372,808) | (6,908,852) |
Deemed distribution on acquisition of common control entity | (423,648) | |
Deemed capital contribution on exchange of related party debt and interest for preferred stock | 454,265 | |
NET LOSS ATTRIBUTABLE TO AMAZING ENERGY OIL AND GAS CO. COMMON STOCK SHAREHOLDERS | $ (1,796,456) | $ (6,454,587) |
NET LOSS PER COMMON SHARE, Basic and diluted | $ (0.03) | $ (0.12) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARE OUTSTANDING – basic and diluted | 64,437,390 | 53,464,977 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,372,808) | $ (6,908,852) |
Common stock issued for services | 44,625 | 108,500 |
Gain from sale of leasehold and mineral rights | (170,000) | (100,772) |
Gain on sale of equipment | (3,080) | |
Bad debt expense | 31,404 | |
Depreciation expense | 119,155 | 80,192 |
Depletion expense | 181,969 | 124,959 |
Accretion expense | 9,396 | 12,854 |
Impairment of goodwill | 5,975,836 | |
Financing fees associated with debt modification | 105,800 | |
Changes in operating assets and liabilities | ||
Oilfield services receivable | 6,950 | 181,546 |
Oilfield services receivable, related party | (31,404) | |
Oil and gas receivable | (2,858) | 68,727 |
Prepaid expenses and other current asset | (6,760) | (29,605) |
Accounts payable | (89,523) | (100,959) |
Revenue payable to interest owners | (1,442) | (393,935) |
Accrued liabilities | (9,529) | (59,191) |
Interest payable, related parties | 223,685 | 289,802 |
NET CASH USED IN OPERATING ACTIVITIES | (961,340) | (753,978) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from leasehold and mineral rights | 170,000 | |
Proceeds from sale of working interests, oil and gas properties | 656,596 | |
Net cash acquired (advanced) in acquisition of companies | (900) | |
Proceeds from sale of property and equipment | 4,000 | 21,000 |
Purchase of secured letter of credit, restricted | 50,000 | |
Acquisition of property and equipment | 212,898 | 5,435 |
Acquisition of oil and gas properties | 562,155 | 285,583 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 5,543 | (270,918) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 1,603,961 | 214,094 |
Payments on equipment note payable | 8,005 | |
Proceeds from note payable | 50,000 | |
Advances from line of credit | 175,000 | |
Payments on line of credit | 225,000 | |
Payments on notes payable, related parties | 57,500 | |
Proceeds from notes payable, related parties | 225,000 | 180,000 |
Payments on notes payable on acquisition, related party | 395,833 | |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | 1,367,623 | 394,094 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 411,826 | (630,802) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 344,777 | 975,579 |
CASH AND CASH EQUIVALENTS OF YEAR | 756,603 | 344,777 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Interest paid in cash | 27,834 | |
Equipment acquired with note payable | 52,992 | |
Deemed capital distribution on acquisition of common control entity | 423,648 | |
Acquisition of common control entity in exchange for related party note and oilfield services receivable, related party | 571,745 | |
Common stock issued for common stock payable | 52,250 | |
Preferred series A shares issued for conversion of debt and accrued interest (Note 10) | 900,000 | |
Acquisition of subsidiary through issuance of common stock, stock purchase warrants, and preferred stock (Note 13) | $ 5,974,915 |
Shareholders Equity
Shareholders Equity - 12 months ended Jul. 31, 2017 - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Common shares issued for common stock payable | $ 81 | $ 62,269 | $ 0 | $ 32,350 | |
Common shares issued for common stock payable in shares | 80,875 | ||||
Common shares issued for services | $ 31 | 12,344 | 0 | 12,375 | |
Common shares issued for services in shares | 31,625 | ||||
Common shares issued for cash | $ 6,169 | 1,597,793 | 0 | 1,603,962 | |
Common shares issued for cash in shares | 6,169,084 | ||||
Common shares issued for modification of debt | $ 460 | 105,340 | 0 | 105,800 | |
Common shares issued for modification of debt in shares | 460,000 | ||||
Net loss | (1,372,808) | (1,372,808) | |||
Balance in shares at Jul. 31, 2017 | 59,000 | 66,581,040 | |||
Balance at Jul. 31, 2017 | $ 590 | $ 66,581 | $ 28,814,857 | $ (26,028,247) | $ 2,853,781 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1 – NATURE OF OPERATIONS Amazing Energy Oil and Gas, Co. is incorporated in the State of Nevada. Through its primary subsidiary, Amazing Energy, Inc., also a Nevada corporation, the Company operates its main business of exploration, development, and production of oil and gas in the Permian Basin of West Texas. On October 7, 2014, the Company entered into a change in control agreement with certain shareholders of Amazing Energy, Inc. The change in control agreement was the first step in a reverse merger process whereby the shareholders of Amazing Energy, Inc. would control about 95% of the shares of common stock of Amazing Energy Oil and Gas, Co., and Amazing Energy Oil and Gas, Co. would own 100% of the outstanding shares of common stock of Amazing Energy, Inc. This entire reverse merger process was completed in July of 2015. Amazing Energy, Inc. was formed in 2010 as a Texas corporation and then changed its domicile to Nevada in 2011. The Company owns interests in oil and gas properties located in Texas. The Company is primarily engaged in the acquisition, exploration and development of oil and gas properties and the production and sale of oil and natural gas. Amazing Energy, LLC was formed in December 2008 as a Texas Limited Liability Company. In December of 2010, Amazing Energy, Inc. and Amazing Energy, LLC were combined as commonly controlled entities. On July 31, 2016, the Company acquired Gulf South Securities, Inc. (“GSSI”). GSSI was organized to be active in various aspects of the securities industry and was registered as a broker-dealer with the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”). The Company allowed GSSI’s FINRA registration to lapse as of February 28, 2017. On April 15, 2016, the Company entered into an agreement with Jed Miesner, the Chairman of the Company’s board of directors, to acquire all of his interest (100% of the total outstanding shares of common stock) of Jilpetco, Inc., a Texas corporation (“Jilpetco”) in consideration of $500,000. Jilpetco is engaged in the business of operating and providing oilfield services to oil and gas properties. As a result, Jilpetco became a wholly owned subsidiary corporation of the Company. On August 25, 2016, the foregoing agreement was amended to extend the closing date to August 31, 2016 and exclude certain property therefrom. The parties agreed to allow Jed Miesner to assign certain accounts receivable and to exclude certain personal property from the transaction. In addition, the $500,000 consideration for the acquisition is in the form of a note payable at 6% interest. (See Note 6). Effective August 31, 2016, the Company completed the acquisition of Jilpetco. As the Company and Jilpetco were under common control at the time of the acquisition, it is required under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) to account for this common control acquisition similar to the pooling of interest method of accounting. Under this method of accounting, the Company’s Consolidated Financial Statements as of July 31, 2016 have been recast to reflect Jilpetco’s historical book basis in its assets and liabilities instead of reflecting the fair value of the assets and liabilities. The historical balances reflected herein have been adjusted and recast as if the entities had been combined as of July 31, 2015. The difference between the purchase price and historical cost of the net assets acquired was recorded as a deemed capital distribution of $423,648 as of August 1, 2016. Intercompany balances and transactions between the entities are eliminated in consolidation of the financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The financial statements are presented on a consolidated basis and include all of the accounts of Amazing Energy Oil and Gas, Co. and its wholly owned subsidiaries, Amazing Energy, Inc., Amazing Energy LLC, Kisa Gold Mining, Inc., Gulf South Securities, Inc. and Jilpetco, Inc. All significant intercompany balances and transactions have been eliminated. Going Concern These consolidated financial statements have been prepared in accordance with generally U.S. GAAP to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of July 31, 2017, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying consolidated balance sheets and statements of operations, the Company has an accumulated deficit of $26,028,247. At July 31, 2017, the Company's working capital deficit was $819,079. Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern. Revenue and Cost Recognition The Company uses the sales method of accounting for oil and gas revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes the Company may be entitled to, based on the Company’s individual interest in the property. Periodically, imbalances between production and nomination volumes can occur for various reasons. In cases where imbalances have occurred, a production imbalance receivable or liability will be recorded when determined. Costs associated with production are expensed in the period in which they are incurred. The Company also provides oilfield services to both related party entities and outside oil and gas well owners. Revenue and costs are recognized on an accrual basis and associated revenue and expense recognized in the period in which service was provided. Receivables Oilfield service receivables are carried at original invoice amount less an estimate for doubtful accounts. Management determines the allowance by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as income when received. Oil and gas receivable consist of oil and natural gas revenues due under normal trade terms. Management reviews receivables periodically and reduces the carrying amount by a valuation allowance that reflects management’s best estimate of the amount that may not be collectible. As of July 31, 2017, management estimated uncollectable accounts at $31,404. As of July 31, 2016, no allowance was considered necessary. Revenue payable to interest holders The Company provides oilfield services which includes interest owner accounting and subsequent disbursement of the interest owners’ pro-rata share of oil proceeds from a given lease. Generally, the pro-rata share of oil proceeds less any applicable pro-rata share of operating expenses is distributed to the interest owner within two months of sale of oil and natural gas. The revenue payable liability comprises those proceeds which have yet to be distributed to interest owners as a result of the time required to process administrative functions and process payment. Asset Retirement Obligations The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company depletes the amount added to proved oil and gas property costs and gathering assets using the units-of-production method. The Company's asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability is allocated to operating expense using a systematic and rational method Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Management’s estimates include estimates of impairment in carrying value of assets and liabilities, and collectability of recorded oilfield services receivables, stock based compensation, deferred income taxes, asset retirement obligations, oil and gas property ceiling tests, and depreciation, depletion and amortization. Actual results could differ from these estimates. Risks and uncertainties The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating an emerging oil and gas business, including the potential risk of business failure. Concentration of risks The Company’s cash is placed with a highly rated financial institution, and the Company periodically reviews the credit worthiness of the financial institutions with which it does business. At times, the Company’s cash balances are in excess of amounts guaranteed by the Federal Deposit Insurance Corporation. The Company’s oil and gas revenue originated from production from its property in Texas. Each revenue stream is sold to a single customer through month to month contracts. While this creates a customer concentration, there are alternate buyers of the production in event the sole customer is unable or unwilling to purchase. The Company sells most of its production to only two customers. As a result, during the fiscal years ended July 31, 2017 and 2016, these customers represented 50% or more of its oil and gas revenue (“major customers”). Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Restricted Cash As of July 31, 2017, the Company has a letter of credit in the amount of $50,000 in favor of the Texas Railroad Commission as a bond for reclamation on its oil and gas properties. Income Taxes The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. Fair value of financial instruments Financial instruments consist of cash and various notes payable. The estimated fair value of convertible debt, related party approximates $5.4 million at July 31, 2017 based on its common stock equivalents and exchange trading price. Property, plant, and equipment Property, plant, and equipment are stated at cost. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When property, plant or equipment is sold at a price either higher or lower than its carrying amount, or un-depreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. Property, plant, and equipment are depreciated on a straight-line basis over their useful lives, which are typically five to seven years for equipment. Oil and gas properties The Company uses the full cost method of accounting for exploration and development activities as defined by the Securities and Exchange Commission. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Oil and gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. Depletion and amortization The depletion base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depletion base of oil and natural gas properties is amortized on a units-of-production method. Long-Lived Assets The Company reviews long-lived assets which include property, plant and equipment and oil and gas properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell. Ceiling test Future production volumes from oil and gas properties are a significant factor in determining the full cost ceiling limitation of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a “ceiling test” that determines a limit on the book value of oil and gas properties. If the net capitalized cost of proved oil and gas properties, net of related deferred income taxes, plus the cost of unproved oil and gas properties, exceeds the present value of estimated future net cash flows discounted at 10 percent, net of related tax affects, plus the cost of unproved oil and gas properties, the excess is charged to expense and reflected as additional accumulated DD&A. The ceiling test calculation uses a commodity price assumption, which is based on an un-weighted arithmetic average of the price on the first day of each month for each month within the prior 12-month period and excludes future cash outflows related to estimated abandonment costs. The Company did not recognize impairment on its oil and gas properties during the years ended July 31, 2017 and 2016. Due to the volatility of commodity prices, should oil and natural gas prices decline in the future, it is possible that a write-down could occur. Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for which transportation and/or marketing contracts are not in place. The determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re- evaluation of reserves and cost estimates related to future development of proved oil and gas reserves could result in significant revisions to proved reserves. There other issues, such as changes in regulatory requirements, technological advances, and other factors, which are difficult to predict, could also affect estimates of proved reserves in the future. Gains and losses on the sale of oil and gas properties are not generally reflected in income. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation. Stock-based compensation Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant and is recognized over the period during which an employee is required to provide service in exchange for the award. Environmental laws and regulations The Company is subject to extensive federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in compliance with existing laws and regulations. Fair value measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At July 31, 2017 and July 31, 2016, the Company had no assets or liabilities accounted for at fair value on a recurring basis. Recent accounting pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern”. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. This ASU was adopted effective August 1, 2016 and did not have an effect on the Company’s consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes the revenue recognition requirements in FASB Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition”. The guidance requires that an entity recognize revenue in a way that depicts the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. The guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the new standard and its impact on the Company’s consolidated financial statements. In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The update is designed to reduce complexity of reporting deferred income tax liabilities and assets into current and non-current amounts in a statement of financial position. ASU No. 2015-17 requires the presentation of deferred income taxes, changes to deferred tax liabilities and assets be classified as non-current in the statement of financial position. The update is effective for fiscal years beginning after December 15, 2016. The adoption of this update on August 1, 2017 had no impact on the consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies the accounting for stock-based compensation, including income tax consequences and balance sheet and cash flow statement classification of awards. The update is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently considering the effects of adoption of this ASU. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this update on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions occurring after the effective date. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jul. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 3 – EARNINGS PER SHARE Basic Earnings Per Share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period and includes no dilution. Diluted EPS reflects the potential dilution of securities that could occur from common shares issuable through convertible debt, convertible preferred stock and warrants. The outstanding securities at July 31, 2017 and 2016, that could have a dilutive effect are as follows: July 31, 2017 July 31, 2016 Conversion option on related party debt 12,661,985 11,832,724 Convertible preferred stock 6,490,000 6,490,000 Warrants 2,674,576 2,674,576 Total potential dilution 21,826,561 20,997,300 For the years ended July 31, 2017 and 2016, the effect of this potential dilution has not been recognized since it would have been anti-dilutive. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT As of July 31, 2017 and July 31, 2016, the property and equipment asset balance was composed of the following: July 31, 2017 July 31, 2016 (Recast) Drilling equipment $ 600,000 $ 425,000 Other equipment 252,204 166,480 Less: Accumulated depreciation (306,392) (192,403) Total property and equipment $ 545,812 $ 399,077 |
Oil and Gas Properties
Oil and Gas Properties | 12 Months Ended |
Jul. 31, 2017 | |
Extractive Industries [Abstract] | |
Oil and Gas Properties | NOTE 5 – OIL AND GAS PROPERTIES The Company is currently participating in oil and gas exploration activities in Texas. The Company’s oil and gas properties are located entirely in the United States. The Company has leasehold rights located within approximately 70,000 contiguous acres in Pecos County, Texas, which lies within the Permian Basin. The property is located in the Northeast region of the County. The Pecos leasehold is comprised of multiple leases, and the Company has a variable working interest in twenty-three wells on these leases. The Company has drilled twenty-three wells throughout this property, with twenty-one producing and two shut-in. The oil and gas property balances at July 31, 2017 and July 31, 2016 are set forth in the table below: July 31, 2017 July 31, 2016 (Recast) Proved leasehold costs $ 2,049,593 $ 2,477,079 Cost of wells and development 4,920,558 4,591,513 Asset retirement obligation, asset 128,886 166,103 Total cost of oil and gas properties 7,099,037 7,234,695 Less: Accumulated depletion (1,179,955 ) (997,986 ) Oil and gas properties, net full cost method $ 5,919,082 $ 6,236,709 For the year ended July 31, 2017, the Company has sold an 11% working interest in four wells and a 60% working interest in three wells for a total of $656,596 in cash to Gulf South Energy Partners, a related entity controlled by Robert Bories, a member of the Company’s Board of Directors. The sale of working interests in seven wells resulted in a reduction in oil and gas properties of $656,596 for the year ended July 31, 2017. Gain or loss was not recognized on this sale since the sale did not significantly alter the relationship between capitalized costs and proved reserves. |
Common Control Acquisition of J
Common Control Acquisition of Jilpetco Inc | 12 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Common Control Acquisition of Jilpetco Inc | NOTE 6 – COMMON CONTROL ACQUISITION OF JILPETCO, INC. On April 15, 2016, the Company entered into an agreement with Jed Miesner, the Chairman of the Company’s Board of Directors, to acquire all of his interest (100% of the total outstanding shares of common stock) in Jilpetco, Inc., a Texas corporation (“Jilpetco”) in consideration of $500,000. Jilpetco is engaged in the business of operating and providing oilfield services to oil and gas properties, including the Company’s. On August 25, 2016, the foregoing agreement was amended to extend the closing date to August 31, 2016 and exclude certain property therefrom. The parties agreed to allow Jed Miesner to exclude certain oilfield service receivables for $71,745 from the transaction. In addition, the $500,000 in additional consideration for the acquisition was in the form of a note payable at 6% interest calling for monthly payments of principal and interest totaling $511,962 and maturing on December 25, 2017 (Note 8 – Notes Payable, Related Parties). The Note called for five monthly payments of $50,752.49 commencing on September 25, 2016, and twelve payments of $21,517 commencing on January 25, 2017. The Company completed the acquisition of Jilpetco on August 31, 2016 (Note 1 - Nature of Operations). As the Company and Jilpetco were under common control at the time of the acquisition, the results of operations have been combined (recast) for the Company and Jilpetco as of August 1, 2015. Separate results for the Company and Jilpetco for the year ended July 31, 2017 and 2016 were as follows: Year ended July 31, 2017 Year ended July 31, 2016 Amazing Jilpetco Total Amazing Jilpetco Total Revenue $ 276,502 $ 285,277 $ 561,779 $ 250,476 $ 323,793 $ 574,269 Depreciation, depletion and accretion (187,793) (113,331) (301,124) (130,796) (74,355) (205,151) Other Operating Expenses (814,359) (435,240) (1,249,599) (847,997) (164,036) (1,012,033) Loss from operations (735,046) (263,294) (998,340) (728,317) 85,402 (642,915) Other Income (Expense) (353,521) (20,947) (374,468) (6,245,471) (20,466) (6,265,937) Net income (loss) $ (1,088,567) $ (284,241) $ (1,372,808) $ (6,973,788) $ 64,936 $ (6,908,852) Earnings per commons share: Basic and Diluted $ (0.01) $ Nil $ (0.03) $ (0.12) $ (0.01) $ (0.12) Intercompany profit between the entities was eliminated in presentation of these results. |
Acquisition of Golf Securities,
Acquisition of Golf Securities, Inc. | 12 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Golf Securities, Inc. | NOTE 7 - ACQUISITION OF GULF SOUTH SECURITIES, INC. On July 31, 2016, the Company issued 5,373,528 shares of common stock and 2,674,576 common stock purchase warrants to Gulf South Holdings, Inc. (“GSHI”) and others in consideration of GSHI transferring to us 100,000 shares of common stock of Gulf South Securities, Inc. (“GSSI”), a registered broker-dealer located in Gig Harbor, WA. The 100,000 shares received by the Company constituted all the issued and outstanding shares of common stock of GSSI. The common stock purchase warrants have an exercise price of $0.60 per share and are exercisable through July 31, 2019. Further, the Company issued 50,000 restricted shares of its Series B Preferred Stock to Bories Capital, LLC. These preferred shares were issued to Bories Capital, LLC, owned by Robert Bories, an officer of the Company as of April 30, 2017. Robert Bories is an officer of GSHI and Bories Capital, LLC has released its security interest in the common stock of GSSI. Upon the completion of the foregoing stock exchange, GSSI became a wholly owned subsidiary corporation of the Company. GSSI is an SEC, FINRA registered securities broker-dealer. The Company allowed GSSI’s FINRA registration to lapse as of February 28, 2017. GSSI is inactive and the Company plans on dissolving GSSI in fiscal 2018. The acquisition was a business combination accounted for using the acquisition method. Total c onsideration given for the purchase of GSSI is valued by the Company at $5,984,914. The 5,373,528 restricted shares of common stock issued was valued at $0.454 per share based on the trading price on July 31, 2016 for a value of $2,439,583. The 2,674,576 stock purchase warrants were valued at $0.396 per warrant for a value of $1,058,528 by applying a Black-Scholes model. The fair value of the convertible Series B Preferred Stock was based on the convertible option of 5,500,000 common share equivalents at $0.45 per share for a value of $2,476,803 by applying a Black-Scholes model. The Black-Scholes model used the following variables: Warrants Preferred B Stock price on transaction date $ 0.454 $ 0.454 Exercise price 1.00 1.00 Expected life in years 3.00 8.00 Expected volatility – peer group 196.40% 195.18% Risk free rate 0.76% 1.29% Fair value per unit 0.396 0.45 Units 2,674,576 5,500,000 Total Fair value $ 1,058,528 $ 2,476,803 The Company incurred $93,500 in expenses specifically related to the acquisition. On June 27, 2016, 250,000 shares of common stock were issued to Delany Equity Group, LLC and 25,000 shares were issued to Irwin Renneisen valued at $0.34 per share, the fair value of the Company’s common stock on the date of issuance, totaling $93,500 for cost of acquisition of the GSSI. The purchase price allocation of the acquisition is summarized as follows: Common stock issued on acquisition $ 2,439,583 Stock purchase warrants issued on acquisition 1,058,528 Series B Preferred stock issued on acquisition 2,476,803 Cash 10,000 $ 5,984,914 Net assets acquired: Cash $ 9,100 Prepaid expenses 2,357 Goodwill 5,975,836 Accounts payable (2,379) $ 5,984,914 The Company has analyzed the acquired entity of GSSI and determined that it had no identified intangible assets thus the excess of consideration over fair value of net assets acquired was recognized as goodwill. However, on the date of the acquisition, management determined that the goodwill was not recoverable and recorded an adjustment of $5,975,836 to fully impair the amount on the consolidated statement of operations for the year ended July 31, 2016. |
Notes Payable Related Parties
Notes Payable Related Parties | 12 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable Related Parties | NOTE 8 – NOTES PAYABLE– RELATED PARTIES Convertible debt, related parties On January 3, 2011, the Company formalized a loan agreement with Jed Miesner, the Company’s CEO and Chairman for $1,940,000. The loan is scheduled to mature on December 31, 2030, bear interest at the rate of 8% per annum, and collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. At July 31, 2017 and 2016, the current component of this loan was $248,704 and $191,029, respectively. The long-term amounts at July 31, 2017 and 2016 were $1,691,296 and $1748,971, respectively. On December 30, 2010, Amazing Energy, LLC, formalized loan agreements with Petro Pro Ltd., an entity controlled by Jed Miesner for $1,100,000. The loan is scheduled to mature on December 31, 2030, bear interest at the rate of 8% per annum and are collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. At July 31, 2017 and 2016, the current component of this loan was $141,018 and $108,315, respectively. The long-term amounts at July 31, 2017 and 2016, were $958,982 and $991,685, respectively. On December 30, 2010, Amazing Energy, LLC, (a wholly owned subsidiary of the Company) entered into a $2,000,000 line of credit facility with JLM Strategic Investments LP, an entity controlled by Jed Miesner. Funds advanced on the line of credit mature on December 31, 2030, bear interest at the rate of 8% per annum and are collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. There was a reduction in this debt of $287,303 on July 31, 2016 by the issuance of the Series A Preferred Stock (see below). At July 31, 2017 and 2016, the current component of this loan was $41,170 and $30,162, respectively. The long-term amounts at July 31, 2017 and 2016, were $Nil and $11,009, respectively. Terms of the notes, as amended, provide for adjustment to the interest rate beginning February 1, 2017 from 8% to a rate of 6% through February 1, 2019, and a rate of Prime plus 2% for the remaining years. The notes also included a conversion feature that allows the principal and accrued interest of the loans to be converted into common stock of Amazing Energy, Inc. at $0.60 per share at the option of related party note holders. Principal maturities for the two loan agreements and the credit facility outstanding at July 31, 2017 for the remaining terms are summarized by year as follows: Principal Maturities Year ending July 31, Jed Miesner Petro Pro, Ltd. JLM Strategic Investments, LP Total 2018 $ 248,704 $ 141,018 $ 41,170 $ 430,892 2019 62,290 35,319 - 97,609 2020 67,273 38,144 - 105,417 2021 72,655 41,196 - 113,851 2022 78,467 44,492 - 122,959 Subsequent years 1,410,611 799,831 - 2,210,443 $ 1,940,000 $ 1,100,000 $ 41,170 $ 3,081,170 On July 31, 2016, the Company authorized the issuance of 9,000 shares of Preferred Series A stock with par value of $0.01 per share. (Note 15). These shares were issued to Jed Miesner, the Company’s controlling shareholder, in exchange for cancellation of related party interest payable is associated with the convertible notes in the amount of $612,697 and a convertible note payable to JLM Strategic Investments, LP in the amount of $287,303. This was accounted for as a deemed contribution on exchange of related party convertible debt and interest for preferred stock during the year ended July 31, 2016. At July 31, 2017, Mr. Miesner has waived any event of default on the delinquent payments of principal and interest due on the loans and credit facility . As of July 31, 2017 and 2016, the accrued and unpaid interest on this related party convertible debt was $215,935 and $Nil, respectively. Related party interest expense for the year ended July 31, 2017 and 2016, was $215,935 and $269,722, respectively. At July 31, 2017, the balance of the convertible debt and accrued interest was convertible to 12,661,985 shares of common stock at a conversion price of $0.60 per share. Note payable on acquisition, related party On April 15, 2016, the Company entered into an agreement with Jed Miesner, the Chairman of the Company’s Board of Directors, to acquire all of his interest (100% of the total outstanding shares of common stock) in Jilpetco, Inc., a Texas corporation (“Jilpetco”) for consideration of $500,000 and oilfield service receivables of $71,745. On August 25, 2016, the Company announced that the foregoing agreement was amended to extend the closing date to August 31, 2016 and excluded certain property therefrom. The parties agreed to allow Jed Miesner to assign certain accounts receivable and to exclude certain personal property from the transaction. In addition, the $500,000 consideration for the acquisition was in the form of a note payable at 6% interest calling for monthly payments of principal and interest and maturing on December 25, 2017. For the year ended July 31, 2017, the Company made payments of $395,833 plus interest of $8,973 on this note. Notes payable, related parties On May 27, 2016, Jilpetco entered into loan agreements (the “May 2016 Notes”) with Tony Alford, Robert Bories, Robert Manning, Petro Pro Ltd., and Reese Pinney. Messrs. Alford and Manning are members of the Board of Directors and Miesner is Chairman. Messrs. Bories and Pinney are officers of the Company. The aggregate principal amount of the notes was $180,000. Principal, interest and fees for the May 2016 Notes at July 31, 2016 are summarized as follows: Interest and financing fees payable Principal amount Interest Fee Total Petro Pro Ltd. $ 50,000 $ 722 $ 5,000 $ 5,722 Robert Bories 50,000 722 5,000 5,722 Tony Alford 50,000 722 5,000 5,722 Robert Manning 20,000 13 2,000 2,013 Reese Pinney 10,000 144 1,000 1,144 Total $ 180,000 $ 2,324 $ 18,000 $ 20,324 The notes were scheduled to mature on November 23, 2016 and bore interest at the rate of 8% per annum. and included an initial participation fee of $18,000 equal to 10% of the principal amount of the loans. On August 15, 2016, the loan agreements were modified to accept additional amounts from all the individual noteholders except Mr. Manning. A total of $50,000 was subsequently advanced on these notes, and an additional participation fee of $5,000 was incurred. On November 23, 2016, the Noteholders waived any event of default and commenced discussion to extend or replace the loans with new loan agreements. On January 6, 2017, the Company paid 25% of the principal, $57,500, paid the initial 10% participation fee of $23,000, and paid the accrued interest through November 23, 2016, $8,035, for a grand total of $88,536 paid. On May 31, 2017, the noteholders agreed to extend the maturity date of the Notes to December 31, 2017. As consideration for the change in terms, the Company issued to the noteholders an aggregate 460,000 shares of the Company’s common stock with a fair value of $105,800 based on the closing share price of $0.23. This modification was accounted for as an extinguishment, and the $105,800 was expensed as a financing fee associated with debt modification. On July 21, 2017, the Company entered into additional loan agreements (the “July 2017 Notes”) with Robert Bories, Robert Manning, Petro Pro Ltd., and Rolf Berg. The aggregate principal amount of the new notes was $175,000. The notes bear interest at a rate of 8% per annum and incurred a participation fee of $17,500 equal to 10% of the principal amounts of the loans. The July 2017 Notes are due January 21, 2018. Principal, interest and fees for the notes payable, related parties at July 31, 2017 are summarized as follows: Notes payable, related parties Interest and financing fees payable May 2016 Notes July 2017 Notes Total May 2016 Interest July 2017 Interest July 2017 fee Total Petro Pro Ltd. $ 48,750 $ 50,000 $ 98,750 $ 2,867 $ 122 $ 5,000 $ 7,989 Robert Bories 48,750 50,000 98,750 2,867 122 5,000 7,989 Tony Alford 48,750 - 48,750 2,867 - - 2,867 Robert Manning 15,000 25,000 40,000 882 61 2,500 3,443 Reese Pinney 11,250 - 11,250 662 - - 662 Rolf Berg - 50,000 50,000 - 122 5,000 5,122 Total $ 172,500 $ 175,000 $ 347,500 $ 10,146 $ 428 $ 17,500 $ 28,073 Related party interest expense on these May 2016 and July 2017 Notes for the years ended July 31, 2017 and 2016 was $40,087 and $20,324 respectively. |
Notes Payable - Line of Credit
Notes Payable - Line of Credit | 12 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable - Line of Credit | NOTE 9 – NOTE PAYABLE AND LINE OF CREDIT On February 24, 2016 the Company renewed a revolving line of credit whereby the Company was permitted to advance funds on the promissory note up to $500,000 for the purpose of general operating capital. The line of credit bore interest at a variable rate of prime plus one percent and was calculated from the date of each advance until repayment of the note. At July 31, 2016, the balance of the line of credit was $50,000. For the year ended July 31, 2017, the Company advanced $175,000 on the line of credit and paid $225,000 on the balance. On February 24, 2017, the Company elected not to renew the promissory note. On July 21, 2017, the Company entered into a loan agreement with an unrelated party. The principal amount of the note was $50,000. The note matures on January 21, 2018 and bears interest at a rate of 8% per annum and includes a participation fee of $5,000 equal to 10% of the principal amounts of the loan. During the year ended July 31, 2017, no principal payments were made on the note. As of July 31, 2017, the note had accrued unpaid interest and fees of $5,122. |
Equipment Note Payable
Equipment Note Payable | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment Note Payable | NOTE 10 – EQUIPMENT NOTE PAYABLE On September 13, 2016, the Company entered into a retail installment sale contract and security agreement (the “Equipment Note”) for the purchase of equipment. The Equipment Note is collateralized by a tractor loader backhoe. The principal amount of the equipment note was $52,992, and it bears interest at 4.75% per annum. The equipment note requires 60 monthly installment payments of $994 through September 13, 2021. Principal maturities for the equipment note payable at July 31, 2017 for the remaining term are summarized by year as follows: For the year ended July 31, 2018 $ 10,006 2019 10,491 2020 10,998 2021 11,535 2022 1,957 $ 44,987 |
Assett Retirement Obligations
Assett Retirement Obligations | 12 Months Ended |
Jul. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Assett Retirement Obligations | NOTE 11 – ASSET RETIREMENT OBLIGATIONS During the year ended July 31, 2017, the Company revised its asset retirement obligation to reflect the sale of certain working interests in its oil and gas properties considered to be subject to remediation exposure for the Company. The decrease in present value liability was subtracted from the Company’s asset retirement obligation asset. The information below reconciles the value of the asset retirement obligation for years ended July 31, 2017 and 2016, respectively: For the year ended July 31, 2017 2016 Beginning balance $ 211,218 $ 240,254 Asset retirement obligation incurred - 4,238 Accretion expense 9,396 12,854 Revisions in estimated cash flows (37,217) (46,128) Ending balance, July 31, 2017 $ 183,397 $ 211,218 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 - INCOME TAXES The Company did not recognize a tax provision for the years ended July 31, 2017 and July 2016 The following is reconciliation between the federal income tax benefit computed at the statutory federal income tax rate of 34% and actual income tax benefit for the years ended July 31, 2017 and July 31, 2016: For the year ended July 31, 2017 2016 Statutory benefit $ (736,582) $ (2,395,430 Permanent differences: Prior year change in estimate (260,131) 2,031,784 Sale of subsidiary 57,800 208,317 Meals and entertainment and other 3,813 4,621 Change in valuation allowance 935,100 150,708 Net tax benefit $ - $ - 2017 2016 Deferred Tax Assets: Net operating loss carryforward $ 3,628,293 $ 2,711,635 Depletion and depreciation 65,443 57,679 Total deferred tax assets 3,693,736 2,769,314 Deferred Tax Liabilities: Intangible drilling and other costs for oil and gas properties $ (1,466,531) $ (1,466,532) Other (30,449) (41,126) Total deferred tax liabilities (1,496,980) (1,507,658) Net deferred tax assets and liabilities 2,196,756 1,261,656 Less valuation allowance (2,196,756) (1,261,656 Total deferred tax assets and liabilities $ - $ - The Company had federal net operating loss carry forwards of approximately $10,671,450 and $7,975,397 at July 31, 2017 and July 31, 2016, respectively. The federal net operating loss carry forwards will begin to expire in fiscal years ending July 31, 2033 through July 31, 2037. Realization of the deferred tax asset is dependent, in part, on generating sufficient taxable income prior to expiration of the loss carry forwards. The Company has placed a 100% valuation allowance against the net deferred tax asset because future realization of these assets is not assured. Authoritative guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Currently tax years from fiscal 2015 through 2017 remain open for examination by tax authorities. Net operating losses prior to 2015 could be adjusted during an examination of open years. Estimated interest and penalties related to potential underpayment on any unrecognized tax benefits would be classified as a component of tax expense in the statement of operation. The Company has not recorded any interest or penalties associated with unrecognized tax benefits for any periods covered by these financial statements. |
Committments and Contingencies
Committments and Contingencies | 12 Months Ended |
Jul. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
Committments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES The Company is subject to contingencies because of environmental laws and regulations. Present and future environmental laws and regulations applicable to the Company's operations could require substantial capital expenditures or could adversely affect its operations in other ways that cannot be predicted at this time. Legal contingency As of July 31, 2017, the Company was not a party to any litigation. However, on September 7, 2017, Amazing Energy LLC and Jilpetco Inc. were served with a lawsuit, being Cause No. P-7600-83-CV in the 83 rd In the opinion of the Company’s management, none of the pending litigation, disputes or claims against it, if decided adversely, will have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Lease commitments The Company’s principal executive offices are in leased office space in Amarillo, Texas. The leased office space consists of approximately 3,700 square feet and is leased through February 28, 2019 at an annual cost of approximately $52,000. Oil and gas lease commitments The Company is obligated to pay royalties to holders of oil and natural gas interests in its Texas operations. The Company is also obligated to pay working interest holders a pro-rata portion of revenue in oil operations net of shared operating expenses. The amounts are based on monthly oil and gas sales and are charged monthly net of oil and gas revenue and recognized as “Revenue Payable to Interest Owners” on the Company’s Balance Sheet. The Company is also obligated to pay certain ‘bonus’ lease payments related to certain of its Pecos, TX lease properties. The Company is required to pay $27,000 each year on the JT Walker lease, with the first payment due August 7, 2017. The Company is also required to pay $200,000 every five years on the JPMorgan lease, with the first payment due August 7, 2017 |
Business Segments
Business Segments | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Business Segments | NOTE 14 – BUSINESS SEGMENTS The Company is current organized and managed by two segments, which represent two operating units. Oil and gas operations includes activities related to production and sales of oil and natural gas. Oilfield services includes a variety of services to the energy industry, including drilling and completion of wells. Both segments operate in Texas. The Company’s segment disclosures are as follows: Oil and gas properties July 31, 2017 July 31, 2016 Oilfield services $ - $ - Oil and gas operations 5,919,082 6,236,709 Total property and equipment, net $ 5,919,082 $ 6,236,709 Property and equipment, net July 31, 2017 July 31, 2016 Oilfield services $ 527,683 $ 379,763 Oil and gas operations 18,129 19,314 Total property and equipment, net $ 545,812 $ 399,077 Total assets July 31, 2017 July 31, 2016 Oilfield services $ 1,178,139 $ 722,417 Oil and gas operations 6,292,116 6,525,981 Total assets $ 7,470,255 $ 7,248,398 Capital expenditures For the year ended For the year ended July 31, 2017 July 31, 2016 Oilfield services $ 261,251 $ 5,435 Oil and gas operations 566,794 285,583 Total property and equipment, net $ 828,045 $ 291,018 Operations for the year ended July 31, 2017 Oil and gas operations Oilfield services Total Total revenues $ 276,502 $ 285,277 $ 561,779 Depletion and depreciation (187,793) (113,331) (301,124) Operating expenses (823,755) (435,240) (1,258,995) Income (loss) from operations (735,046) (263,294) (998,340) Other income (expense) (353,521) (20,947) (374,468) NET INCOME (LOSS) $ (1,088,567) $ (284,241) $ (1,372,808) Operations for the year ended July 31, 2016 Oil and gas operations Oilfield services Total Total revenues $ 250,476 $ 323,793 $ 574,269 Depletion and depreciation (130,796) (74,355) (205,151) Operating expenses (847,997) (164,036) (1,012,033) Income (loss) from operations (728,317) 85,402 (642,915) Other income (expense) (6,245,471) (20,466) (6,265,937) NET INCOME (LOSS) $ (6,973,788) $ 64,936 $ (6,908,852) During the year ended July 31, 2016, $29,904 was billed to Petro Pro, a related party, for oilfield services. No such charges were incurred in the year ended July 31, 2017. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 15 – STOCKHOLDERS’ EQUITY Common stock The Company is authorized to issue 3,000,000,000 shares of its common stock. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting. The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so. Preferred stock The Company is authorized to issue 10,000,000 shares of its preferred stock with a no par value per share. Series A convertible preferred stock: The Company has 9,000 shares of Series A preferred stock outstanding at July 31, 2017. These shares were issued from the designated 10,000,000 shares of preferred stock, no par value, with the following rights and preferences: · Liquidation preference: Upon a liquidation event, an amount in cash equal to $100 per share, for a total of $900,000 at July 31, 2017, shall be paid prior to liquidation payments to holders of the Company securities junior to the Series A preferred stock. · Dividends: Holders of the Series A preferred stock are not entitled to receive a dividend. · Voting: Each share of preferred stock has 10,000 votes and votes with the common shares on all matters submitted to the shareholders for a vote. · Non-transferrable: The shares of Series A preferred stock are not transferrable except under a plan for wealth transfer and estate planning or upon conversion or redemption as set forth below. · Conversion: On the fifth anniversary of the acquisitions of GSSI (Note 7), any shares of the Series A preferred stock outstanding will be convertible, at the discretion of the shareholder, for a period of three years, into common stock purchase warrants of the Company with an exercise price of $1.00 per share on the basis of 110 shares of common stock for each one share of Series A preferred stock outstanding. Series B convertible preferred stock: The Company has 50,000 shares of Series B preferred stock outstanding at July 31, 2017. These shares were issued from the designated 10,000,000 shares of preferred stock, no par value, with the following rights and preferences: · Liquidation preference: Upon a liquidation event, an amount in cash equal to $100 per share, for a total of $5,000,000 at July 31, 2017, shall be paid prior to liquidation payments to holders of Company securities junior to the Series B preferred stock. Holders of the Company’s Series A preferred stock shall be paid in advance of holders of the Series B preferred stock on the occurrence of a liquidation event. · Dividends: Holders of the Series B preferred stock are not entitled to receive a dividend. · Voting: The Series B preferred stock has no voting rights other than to be voted when required by the laws of the State of Nevada. · Non-transferrable: The shares of Series B preferred stock are not transferrable except under a plan for wealth transfer and estate planning or upon conversion or redemption as set forth below. · Conversion: On the fifth anniversary of the acquisitions of GSSI (Note 7), any shares of the Series B preferred stock outstanding will be convertible, at the discretion of the shareholder, for a period of three years, into common stock purchase warrants of the Company with an exercise price of $1.00 per share on the basis of 110 shares of common stock for each one share of Series B preferred stock outstanding. Redemption of preferred stock In connection with the issuance of the Series A and Series B Preferred Stock as discussed in Note 7 and Note 8, for each new oil and gas well drilled by the Company with funds raised or delivered due to the efforts of the former GSHI officers, now Company officers, the Company will pay Jed Miesner $10,000 in exchange for 100 shares of Series A Preferred Stock and Robert Bories $10,000 in exchange for 100 shares of Series B Preferred Stock. In the event that the Company drills wells for its own account the Board of Directors of the Company will decide if such wells qualify for the aforementioned redemption. The Company will promptly cancel any Series A or B Preferred Stock purchased. As of July 31, 2017, there was no redemption or accrual made under this provision. During the year ended July 31, 2017, the Company had the following equity transactions: Common shares issued for cash On May 16, 2016, the Company began a private placement offering of 20,000,000 shares of common stock at $0.26 per share. As of July 31, 2016, 699,400 shares had been sold for $181,844. For the year ended July 31, 2017, the Company issued 78,324 shares of its common stock at $0.26 per share pursuant to the terms of a private placement offering (Note 14) for proceeds received on January 24, 2017. For the year ended July 31, 2017, the Company issued 6,169,084 shares of common stock at $0.26 per share. Cumulatively (shares issued in fiscal year 2016), as of July 31, 2017, the private placement has sold 6,868,484 shares of common stock for total gross proceeds of $1,785,806 Common shares issued in lieu of cash for services On January 20, 2017, the Company issued 112,500 shares of common stock with a total fair value of $44,625 ($12,275 earned in the fiscal year end July 31, 2017) for services provided by a vendor. The shares were issued at an average fair value of $0.40 per share. Common shares issued for extensions of notes payable, related parties On May 27, 2017, the related party noteholders of notes payable (Note 8) agreed to extend the maturity date of the Notes to December 31, 2017. As consideration for the change in terms, the Company issued to the noteholders an aggregate 460,000 shares of the Company’s common stock with a fair value of $105,800 based on the closing share price of $0.23. During the year ended July 31, 2016, the Company had the following equity transactions: Preferred shares issued for debt and interest On July 31, 2016, the Company issued 9,000 shares of Preferred Series A stock with par value of $0.01 per share. These shares were issued to Jed Miesner, the Company’s controlling shareholder, in exchange for cancellation of $900,000 of related party interest payable in the amount of $612,697 and convertible debt payable to JLM Strategic Investments, LP in the amount of $287,303 (See Note 10). The stated issue price is at $100 per share. Each share of preferred stock has 10,000 votes and votes with the common shares on all matters submitted to the shareholders for a vote. Holders of the Series A Preferred Stock will not be entitled to receive a dividend. Upon a liquidation event, an amount in cash equal to $100 per share, for a total of $900,000 at July 31, 2016 shall be paid prior to liquidation payments to holders of Company securities junior to the Series A Preferred Stock. On the fifth anniversary of the acquisition of GSSI (Notes 7 & 13), any shares of the Series A Preferred Stock outstanding will be convertible, at the discretion of the holder, for a period of three years, into common stock purchase warrants of the Company with an exercise price of $1.00 per share on the basis of 110 shares of common stock for each one share of Series A Preferred Stock outstanding. Common shares issued for services On November 20, 2015 and January 27, 2016, 50,000 shares of common stock were issued to Delany Equity Group, LLC valued at $0.30 per share, the fair value of the Company’s common stock on the date of issuance, totaling $15,000 for financial consulting services. On June 27, 2016, 250,000 shares of common stock were issued to Delany Equity Group, LLC and 25,000 shares were issued to Irwin Renneisen valued at $0.34 per share, the fair value of the Company’s common stock on the date of issuance, totaling $93,500 for cost of acquisition of GSSI (Notes 7 & 13). Common shares issued for acquisition of GSSI On July 31, 2016, we issued 5,373,528 restricted shares of our common stock and 2,674,576 stock purchase warrants to Gulf South Holding, Inc. (GSHI) and others in consideration of GSHI transferring to us 100,000 shares of common stock of GSSI which constitutes all of the issued and outstanding shares of common stock of GSSI. (See Notes 7 & 13). As part of the acquisition of GSSI effective July 31, 2016, the Company issued 50,000 shares of Preferred Series B stock with par value of $0.01 per share. These preferred shares were issued to Bories Capital, LLC, owned by Robert Bories, an officer of the Company as of July 31, 2016. Robert Bories is an officer of GSHI and Bories Capital, LLC has released its security interest in the common stock of GSSI. The Series B Preferred Stock has no voting rights other than to be voted when required by Nevada law. On the fifth anniversary of the acquisition of GSSI, any shares of the Series B Preferred Stock outstanding will be convertible, at the discretion of the holder, for a period of three years, into common stock purchase warrants of the Company with an exercise price of $1.00 per share on the basis of 110 shares of common stock for each one share of Series B Preferred Stock outstanding. For each new oil and gas well drilled by the Company with funds raised or delivered due to the efforts of the former GSHI officers, now Company officers, the Company will pay Miesner $10,000 in exchange for 100 shares of Series A Preferred Stock and Bories $10,000 in exchange for 100 shares of Series B Preferred Stock. In the event that the Company drills wells for its own account the Board of Directors of the Company will decide if such wells qualify for the aforementioned redemption. The Company will promptly cancel any Series A or B Preferred Stock purchased. Warrants The composition of the Company’s warrants outstanding at July 31, 2017 is as follows: Issue Date Expiration Date Warrants Exercise Price July 31, 2016 July 31, 2019 2,674,576 $ 0.60 There were no warrants issued or exercised during the year ended July 31, 2017. |
Gain From Sale of Leasehold and
Gain From Sale of Leasehold and Mineral Rights | 12 Months Ended |
Jul. 31, 2017 | |
Leases [Abstract] | |
Gain From Sale of Leasehold and Mineral Rights | NOTE 16 – GAIN FROM SALES OF LEASEHOLD AND MINERAL RIGHTS Kisa granted Afranex Gold Limited (“Afranex”) an option to purchase all of the outstanding common stock of Kisa or purchase all of Kisa’s right, title and interest in certain mining permits and associated assets of Kisa. The option period was to originally end on December 31, 2016 or such later date which was to be agreed upon by both parties. On January 3, 2017, Afranex paid a $50,000 non-refundable option fee to the Company, as consideration for extending the option period to March 31, 2017. Afranex agreed to pay the Company a total of $120,000 to exercise the option and acquire either the stock or the claims. On March 29, 2017, Afranex exercised the option by paying the Company $120,000 in cash and taking transfer of all of Kisa’s right, title and interest in and to the claims. For the year ended July 31, 2017, the Company recognized a gain on sales of mineral rights of $170,000 because the carrying value of the mineral interest was zero. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Jul. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 17 – FAIR VALUE OF MEASUREMENTS During the year ended July 31, 2016, the Company had the following non-recurring transactions which required measurement of fair value within the fair value hierarchy: · Preferred Stock Series A exchanged for convertible debt and interest (Note 8) · Warrants issued in an acquisition transaction (Note 7) · Preferred Stock Series B issued in a purchase transaction (Notes 7 & 15) · The Company recorded an impairment loss on goodwill (Note 7) Fair Value Measurement on a Non-Recurring Basis Fair value for the year ended July 31, 2016 Total Level 1 Level 2 Level 3 Preferred stock series A $ 445,735 $ - $ 445,735 $ - Common stock purchase warrants $ 1,058,528 $ - $ 1,058,528 $ - Preferred stock series B $ 2,476,803 $ - $ 2,476,803 $ - Goodwill impairment $ 5,965,836 $ - $ - $ 5,965,836 Estimated fair values during the year ended July 31, 2016 for the preferred stock and warrants were determined using a Black Scholes model with inputs as indicated in the respective footnotes referenced above. The fair value estimation of goodwill was determined by the Company based on unobservable inputs, therefore the valuation is classified within Level 3 of the fair value hierarchy. There were no similar transactions during the year ended July 31, 2017 which required fair value measurement on a non-recurring basis. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18– SUBSEQUENT EVENTS On August 11, 2017, the Board of Directors approved an offering of common shares at $0.25 to raise $2,000,000. The offering is for a total of 8,000,000 restricted common shares at $0.25 per share. As of October 31, 2017, 1,200,000 common shares had been sold for a total of $300,000. On September 26, 2017, the Board of Directors approved the grant of 1,000,000 share purchase warrants and 500,000 stock options in aggregate to various members of the Board of Directors, consultants and employees. The share purchase warrants and stock options have an exercise price of $0.40 per and have a four-year term. |
Supplemental Oil And Gas Disclo
Supplemental Oil And Gas Disclosures | 12 Months Ended |
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Oil And Gas Disclosures | NOTE 19 – SUPPLEMENTAL OIL AND GAS DISCLOSURES (UNAUDITED) Costs Incurred 2017 2016 Development costs $ 370,090 $ 283,750 Total costs incurred $ 370,090 $ 283,750 Capitalized Costs 2017 2016 Proved properties $ 7,099,037 $ 7,243,509 Total oil and gas properties 7,099,037 7,243,509 Accumulated DD&A (1,179,955) (997,986 Net oil and gas properties $ 5,919,082 $ 6,236,709 Proved Oil and Gas Reserve · Future revenues were based on an un-weighted 12-month average of the first-day-of-the-month price held constant throughout the life of the properties. · Production and development costs were computed using year-end costs assuming no change in present economic conditions. · Future net cash flows were discounted at an annual rate of 10%. Reserve estimates are inherently imprecise, and these estimates are expected to change as future information becomes available. Basis of Presentation As of July 31, 2017, we had twenty-three wells drilled with twenty-one producing and two wells shut-in awaiting workovers. The proved reserves as of July 31, 2017 represent the reserves that were estimated to be recovered from twenty-three current wells. There are also seven wells planned for future drilling. All direct offset well locations in this report are proved undeveloped and are based on 10-acre drainage patterns unless current developed completions are estimated to drain an area larger than their volumetric assignment. In this case, the reserves of certain offset locations have been reduced. All locations have a scheduled Queen and/or Grayburg reservoir completion and each of these reservoir completions includes the cost of drilling a single wellbore. All reserves included in this report were estimated using either historical performance or volumetric methods. Estimated Quantities of Net Proved Oil and Natural Gas Reserves 2017 2016 Oil (1) Natural Gas (1) Oil (1) Natural Gas (1) RESERVES: Beginning of year 436,980 1,849,260 357,290 1,312,500 Revisions of previous estimates (111,458) (638,992) (85,884) (90,208) Sales of reserves (36,556) (119,157) - - Extensions, discoveries and other additions 22,040 89,580 172,970 648,460 Production (5,566) (37,521) (7,396) (21,492) End of year 305,440 1,143,170 436,980 1,849,260 (1) Oil reserves are stated in barrels; gas reserves are stated in thousand cubic feet. The downward revision of previous gas reserves estimates was primarily due to reassessment of reservoir mapping based on additional log analysis from drilling. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves – In reviewing the information that follows, we believe that the following factors should be considered: · future costs and sales prices will probably differ from those required to be used in these calculations; · actual production rates for future periods may vary significantly from the rates assumed in the calculations; · a 10% discount rate may not be reasonable relative to risk inherent in realizing future net oil and gas revenues; and · future net revenues may be subject to different rates of income taxation. Under the standardized measure, future cash inflows were estimated by applying year-end oil and gas prices applicable to our reserves to the estimated future production of year-end proved reserves. Future cash inflows do not reflect the impact of open hedge positions. Future cash inflows were reduced by estimated future development, abandonment and production costs based on year-end costs in order to arrive at net cash flows before tax. Future income tax expense has been computed by applying year-end statutory tax rates to aggregate future pre-tax net cash flows reduced by the tax basis of the properties involved and tax carryforwards. Use of a 10% discount rate and year- end prices and costs are required by ASC 932-235. In general, management does not rely on the following information in making investment and operating decisions. Such decisions are based upon a wide range of factors, including estimates of probable as well as proved reserves and varying price and cost assumptions considered more representative of a range of possible outcomes. Basis of Presentation Standardized Measure of Discounted Future Net Cash Flows – 2017 2016 Future cash inflows $ 16,391,090 $ 19,551,030 Future production costs (4,979,820) (7,569,270) Future development costs (1,688,400) (2,193,800) Future income tax expense (3,403,010) (3,425,783) Discount at 10% for estimated timing of cash flows (1,853,862) (1,733,300) Standardized measure of discounted future net cash flows $ $4,465,998 $ 4,628,877 The following table presents a reconciliation of changes in the standardized measure of discounted future net cash flows: 2017 2016 Standardized Measure, beginning of year $ 4,628,877 $ 7,849,707 Sales of oil produced, net of production costs 22,999 279,026 Net changes in prices, development and production costs 3,900,634 (7,500,569) Extensions, discoveries and improved recovery, less related costs 616,979 3,381,367 Development costs incurred and changes during the period 370,090 76,471 Revisions of previous quantity estimates (3,752,407) (1,166,679) Accretion of discount 792,334 776,341 Net changes in production rates and other (3,216,146) (1,002,119) Sales of reserves (941,505) - Net changes in income taxes 2,044,143 1,935,332 Standardized Measure, end of year $ $4,465,998 $ 4,628,877 |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The financial statements are presented on a consolidated basis and include all of the accounts of Amazing Energy Oil and Gas, Co. and its wholly owned subsidiaries, Amazing Energy, Inc., Amazing Energy LLC, Kisa Gold Mining, Inc., Gulf South Securities, Inc. and Jilpetco, Inc. All significant intercompany balances and transactions have been eliminated. |
Going Concern | Going Concern These consolidated financial statements have been prepared in accordance with generally U.S. GAAP to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of July 31, 2017, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying consolidated balance sheets and statements of operations, the Company has an accumulated deficit of $26,028,247. At July 31, 2017, the Company's working capital deficit was $819,079. Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company uses the sales method of accounting for oil and gas revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes the Company may be entitled to, based on the Company’s individual interest in the property. Periodically, imbalances between production and nomination volumes can occur for various reasons. In cases where imbalances have occurred, a production imbalance receivable or liability will be recorded when determined. Costs associated with production are expensed in the period in which they are incurred. The Company also provides oilfield services to both related party entities and outside oil and gas well owners. Revenue and costs are recognized on an accrual basis and associated revenue and expense recognized in the period in which service was provided. |
Receivables | Receivables Oilfield service receivables are carried at original invoice amount less an estimate for doubtful accounts. Management determines the allowance by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as income when received. Oil and gas receivable consist of oil and natural gas revenues due under normal trade terms. Management reviews receivables periodically and reduces the carrying amount by a valuation allowance that reflects management’s best estimate of the amount that may not be collectible. As of July 31, 2017, management estimated uncollectable accounts at $31,404. As of July 31, 2016, no allowance was considered necessary. |
Revenue payable to interest holders | Revenue payable to interest holders The Company provides oilfield services which includes interest owner accounting and subsequent disbursement of the interest owners’ pro-rata share of oil proceeds from a given lease. Generally, the pro-rata share of oil proceeds less any applicable pro-rata share of operating expenses is distributed to the interest owner within two months of sale of oil and natural gas. The revenue payable liability comprises those proceeds which have yet to be distributed to interest owners as a result of the time required to process administrative functions and process payment. |
Asset Retirement Obligations | Asset Retirement Obligations The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company depletes the amount added to proved oil and gas property costs and gathering assets using the units-of-production method. The Company's asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability is allocated to operating expense using a systematic and rational method |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Management’s estimates include estimates of impairment in carrying value of assets and liabilities, and collectability of recorded oilfield services receivables, stock based compensation, deferred income taxes, asset retirement obligations, oil and gas property ceiling tests, and depreciation, depletion and amortization. Actual results could differ from these estimates. |
Risks and uncertainties | Risks and uncertainties The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating an emerging oil and gas business, including the potential risk of business failure. |
Concentration of risks | Concentration of risks The Company’s cash is placed with a highly rated financial institution, and the Company periodically reviews the credit worthiness of the financial institutions with which it does business. At times, the Company’s cash balances are in excess of amounts guaranteed by the Federal Deposit Insurance Corporation. The Company’s oil and gas revenue originated from production from its property in Texas. Each revenue stream is sold to a single customer through month to month contracts. While this creates a customer concentration, there are alternate buyers of the production in event the sole customer is unable or unwilling to purchase. The Company sells most of its production to only two customers. As a result, during the fiscal years ended July 31, 2017 and 2016, these customers represented 50% or more of its oil and gas revenue (“major customers”). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. |
Restricted Cash | Restricted Cash As of July 31, 2017, the Company has a letter of credit in the amount of $50,000 in favor of the Texas Railroad Commission as a bond for reclamation on its oil and gas properties. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. |
Fair value of financial instruments | Fair value of financial instruments Financial instruments consist of cash and various notes payable. The estimated fair value of convertible debt, related party approximates $5.4 million at July 31, 2017 based on its common stock equivalents and exchange trading price. |
Property, plant, and equipment | Property, plant, and equipment Property, plant, and equipment are stated at cost. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When property, plant or equipment is sold at a price either higher or lower than its carrying amount, or un-depreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. Property, plant, and equipment are depreciated on a straight-line basis over their useful lives, which are typically five to seven years for equipment. |
Oil and gas properties | Oil and gas properties The Company uses the full cost method of accounting for exploration and development activities as defined by the Securities and Exchange Commission. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Oil and gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. |
Depletion and amortization | Depletion and amortization The depletion base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depletion base of oil and natural gas properties is amortized on a units-of-production method. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets which include property, plant and equipment and oil and gas properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell. |
Ceiling test | Ceiling test Future production volumes from oil and gas properties are a significant factor in determining the full cost ceiling limitation of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a “ceiling test” that determines a limit on the book value of oil and gas properties. If the net capitalized cost of proved oil and gas properties, net of related deferred income taxes, plus the cost of unproved oil and gas properties, exceeds the present value of estimated future net cash flows discounted at 10 percent, net of related tax affects, plus the cost of unproved oil and gas properties, the excess is charged to expense and reflected as additional accumulated DD&A. The ceiling test calculation uses a commodity price assumption, which is based on an un-weighted arithmetic average of the price on the first day of each month for each month within the prior 12-month period and excludes future cash outflows related to estimated abandonment costs. The Company did not recognize impairment on its oil and gas properties during the years ended July 31, 2017 and 2016. Due to the volatility of commodity prices, should oil and natural gas prices decline in the future, it is possible that a write-down could occur. Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for which transportation and/or marketing contracts are not in place. The determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re- evaluation of reserves and cost estimates related to future development of proved oil and gas reserves could result in significant revisions to proved reserves. There other issues, such as changes in regulatory requirements, technological advances, and other factors, which are difficult to predict, could also affect estimates of proved reserves in the future. Gains and losses on the sale of oil and gas properties are not generally reflected in income. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation. |
Stock-based compensation | Stock-based compensation Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant and is recognized over the period during which an employee is required to provide service in exchange for the award. |
Environmental laws and regulations | Environmental laws and regulations The Company is subject to extensive federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in compliance with existing laws and regulations. |
Fair value measurements | Fair value measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At July 31, 2017 and July 31, 2016, the Company had no assets or liabilities accounted for at fair value on a recurring basis. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern”. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. This ASU was adopted effective August 1, 2016 and did not have an effect on the Company’s consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes the revenue recognition requirements in FASB Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition”. The guidance requires that an entity recognize revenue in a way that depicts the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. The guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the new standard and its impact on the Company’s consolidated financial statements. In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The update is designed to reduce complexity of reporting deferred income tax liabilities and assets into current and non-current amounts in a statement of financial position. ASU No. 2015-17 requires the presentation of deferred income taxes, changes to deferred tax liabilities and assets be classified as non-current in the statement of financial position. The update is effective for fiscal years beginning after December 15, 2016. The adoption of this update on August 1, 2017 had no impact on the consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies the accounting for stock-based compensation, including income tax consequences and balance sheet and cash flow statement classification of awards. The update is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently considering the effects of adoption of this ASU. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this update on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions occurring after the effective date. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Earnings Per Share [Abstract] | |
Dilutive Effect of Securities | July 31, 2017 July 31, 2016 Conversion option on related party debt 12,661,985 11,832,724 Convertible preferred stock 6,490,000 6,490,000 Warrants 2,674,576 2,674,576 Total potential dilution 21,826,561 20,997,300 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | July 31, 2017 July 31, 2016 (Recast) Drilling equipment $ 600,000 $ 425,000 Other equipment 252,204 166,480 Less: Accumulated depreciation (306,392) (192,403) Total property and equipment $ 545,812 $ 399,077 |
Oil and Gas Properties (Tables)
Oil and Gas Properties (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Extractive Industries [Abstract] | |
Oil and Gas property Balances | July 31, 2017 July 31, 2016 (Recast) Proved leasehold costs $ 2,049,593 $ 2,477,079 Cost of wells and development 4,920,558 4,591,513 Asset retirement obligation, asset 128,886 166,103 Total cost of oil and gas properties 7,099,037 7,234,695 Less: Accumulated depletion (1,179,955 ) (997,986 ) Oil and gas properties, net full cost method $ 5,919,082 $ 6,236,709 |
Assett Retirement Obligations (
Assett Retirement Obligations (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Reconciliation | For the year ended July 31, 2017 2016 Beginning balance $ 211,218 $ 240,254 Asset retirement obligation incurred - 4,238 Accretion expense 9,396 12,854 Revisions in estimated cash flows (37,217) (46,128) Ending balance, July 31, 2017 $ 183,397 $ 211,218 |
Uncategorized Items - amaz-2017
Label | Element | Value |
Common shares issued for cost of acquisition | AMAZ_StockIssuedCostOfAcquisitionValue | $ 93,500 |
Common shares issued for cash | us-gaap_ProceedsFromIssuanceOfCommonStock | 181,844 |
Preferred series A shares issued for conversion of debt and interest | AMAZ_PreferredSeriesASharesIssuedConversionDebtValue | 445,735 |
Deemed capital contribution on the exchange of related party debt and interest | us-gaap_ProceedsFromContributionsFromParent | 454,265 |
Preferred series B shares issued for acquisition | AMAZ_PreferredSeriesBSharesIssuedAcquisition | 2,476,803 |
Warrants issued for acquisition | us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants | 1,058,528 |
Acquisition of common control entity | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 2,439,583 |
Common shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 15,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (6,908,852) |
Preferred Stock | ||
Preferred series A shares issued for conversion of debt and interest | AMAZ_PreferredSeriesASharesIssuedConversionDebtValue | $ 90 |
Preferred series A shares issued for conversion of debt and interest in shares | AMAZ_PreferredSeriesASharesIssuedConversionDebtShares | 9,000 |
TOTAL STOCKHOLDERS’ EQUITY | us-gaap_StockholdersEquity | $ 590 |
Preferred series B shares issued for acquisition | AMAZ_PreferredSeriesBSharesIssuedAcquisition | $ 500 |
Preferred series B shares issued for acquisition in shares | AMAZ_PreferredSeriesBSharesIssuedAcquisitionShares | 50,000 |
Shares, Issued | us-gaap_SharesIssued | 59,000 |
Retained Earnings / Accumulated Deficit | ||
Common shares issued for cost of acquisition | AMAZ_StockIssuedCostOfAcquisitionValue | $ 0 |
Common shares issued for cash | us-gaap_ProceedsFromIssuanceOfCommonStock | 0 |
Preferred series A shares issued for conversion of debt and interest | AMAZ_PreferredSeriesASharesIssuedConversionDebtValue | 0 |
Deemed capital contribution on the exchange of related party debt and interest | us-gaap_ProceedsFromContributionsFromParent | 0 |
TOTAL STOCKHOLDERS’ EQUITY | us-gaap_StockholdersEquity | (24,655,439) |
Preferred series B shares issued for acquisition | AMAZ_PreferredSeriesBSharesIssuedAcquisition | 0 |
Warrants issued for acquisition | us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants | 0 |
Acquisition of common control entity | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 0 |
Common shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 0 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (6,908,852) |
Additional Paid-In Capital | ||
Common shares issued for cost of acquisition | AMAZ_StockIssuedCostOfAcquisitionValue | 93,225 |
Common shares issued for cash | us-gaap_ProceedsFromIssuanceOfCommonStock | 181,145 |
Preferred series A shares issued for conversion of debt and interest | AMAZ_PreferredSeriesASharesIssuedConversionDebtValue | 445,645 |
Deemed capital contribution on the exchange of related party debt and interest | us-gaap_ProceedsFromContributionsFromParent | 454,265 |
TOTAL STOCKHOLDERS’ EQUITY | us-gaap_StockholdersEquity | 27,638,956 |
Preferred series B shares issued for acquisition | AMAZ_PreferredSeriesBSharesIssuedAcquisition | 2,476,303 |
Warrants issued for acquisition | us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants | 1,058,528 |
Acquisition of common control entity | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 2,434,209 |
Common shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 14,950 |
Common Stock | ||
Common shares issued for cost of acquisition | AMAZ_StockIssuedCostOfAcquisitionValue | 275 |
Common shares issued for cash | us-gaap_ProceedsFromIssuanceOfCommonStock | $ 699 |
Common shares issued for cost of aquisition in shares | AMAZ_SharesIssuedCostOfAcquisitionShares | 275,000 |
Common shares issued for services in shares | us-gaap_StockIssuedDuringPeriodSharesIssuedForServices | 50,000 |
TOTAL STOCKHOLDERS’ EQUITY | us-gaap_StockholdersEquity | $ 59,840 |
Common shares issued for cash in shares | us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction | 699,400 |
Acquisition of common control entity | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ 5,374 |
Common shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | $ 50 |
Common shares issued for acquisition in shares | us-gaap_StockIssuedDuringPeriodSharesAcquisitions | 5,373,528 |
Shares, Issued | us-gaap_SharesIssued | 59,839,456 |