Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2017 | Dec. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Amazing Energy Oil & Gas, Co. | |
Entity Central Index Key | 1,375,618 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 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 Common Stock, Shares Outstanding | 67,881,040 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2017 | Jul. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 625,907 | $ 756,603 |
Oilfield service receivable | 98,101 | 64,392 |
Oilfield service receivable, related party, net of allowance for bad debt of $36,992 and $31,404 | 1,607 | |
Oil and gas receivables | 41,076 | 39,901 |
Prepaid expenses and other current assets | 60,470 | 67,843 |
TOTAL CURRENT ASSETS | 827,161 | 928,739 |
Property and equipment, net of accumulated depreciation | 515,040 | 545,812 |
OIL AND GAS PROPERTIES, Full Cost Method | ||
Evaluated properties, net of accumulated depletion of $1,212,300 and $1,179,955 | 5,983,401 | 5,919,082 |
Other assets and restricted cash | 76,622 | 76,622 |
TOTAL ASSETS | 7,402,224 | 7,470,255 |
CURRENT LIABILITIES: | ||
Accounts payable | 71,321 | 77,618 |
Accrued liabilities | 463,174 | 62,203 |
Revenue payable to interest owners | 435,353 | 421,423 |
Interest payable, related parties | 300,705 | 244,009 |
Current portion of convertible debt, related party | 430,893 | 430,892 |
Note payable on acquisition, related party | 41,667 | 104,167 |
Note payable | 50,000 | 50,000 |
Notes payable, related parties | 372,500 | 347,500 |
Equipment note payable, current portion | 10,126 | 10,006 |
TOTAL CURRENT LIABILITIES | 2,175,739 | 1,747,818 |
LONG TERM LIABILITIES: | ||
Asset retirement obligation | 185,759 | 183,397 |
Equipment note payable, net of current portion | 32,408 | 34,981 |
Convertible debt, related party, net of current portion | 2,650,277 | 2,650,278 |
TOTAL LONG-TERM LIABILITIES | 2,868,444 | 2,868,656 |
TOTAL LIABILITIES | 5,044,183 | 4,616,474 |
Preferred stock, no par value, 10,000,000 shares authorized | ||
Series A Preferred Stock, $0.01 par value, 9,000 shares issued and outstanding, liquidation preference $900,000 | 90 | 90 |
Series B Preferred Stock, $0.01 par value, 50,000 shares issued and outstanding, liquidation preference $900,000 | 500 | 500 |
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 67,881,040 and 66,581,040 issued and outstanding | 67,881 | 66,581 |
Additional paid-in capital | 31,000,486 | 28,814,857 |
Accumulated deficit | (28,710,916) | (26,028,247) |
TOTAL STOCKHOLDERS’ EQUITY | 2,358,041 | 2,853,781 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 7,402,224 | $ 7,470,255 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - shares | Oct. 31, 2017 | Jul. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, $0.001 par value, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, $0.001 par value, shares issued and outstanding | 67,881,040 | 66,581,040 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
REVENUE | ||
Oilfield service revenue | $ 77,010 | $ 86,206 |
Oil and gas sales | 70,594 | 54,217 |
TOTAL GROSS REVENUE | 147,604 | 140,423 |
OPERATING EXPENSE | ||
Oil and gas production expenses | 29,559 | 22,706 |
Oilfield service and lease operating expenses | 42,285 | 27,823 |
Selling, general and administrative expenses | 2,632,589 | 291,879 |
Depreciation expense | 30,772 | 22,250 |
Depletion expense | 32,345 | 28,611 |
Accretion expense | 2,362 | 2,718 |
TOTAL OPERATING EXPENSES | 2,769,912 | 395,987 |
LOSS FROM OPERATIONS | (2,622,308) | (255,564) |
OTHER INCOME (EXPENSE) | ||
Interest income | 92 | 2,552 |
Interest expense | 3,757 | 14,038 |
Interest expense, related parties | 56,696 | 61,630 |
TOTAL OTHER INCOME (EXPENSE) | (60,361) | (73,116) |
NET INCOME (LOSS) | (2,682,669) | (328,680) |
Deemed capital distribution on acquisition of common control entity | 423,648 | |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (2,682,669) | $ (328,680) |
NET LOSS PER COMMON SHARE, Basic and diluted | $ (0.04) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – basic and diluted | $ 66,963,694 | $ 63,884,346 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,682,669) | $ (328,680) |
Common stock issued for services | 40,000 | |
Bad debt expense | 5,588 | |
Depreciation expense | 30,772 | 22,250 |
Depletion expense | 32,345 | 28,611 |
Accretion expense | 2,362 | 2,718 |
Stock based compensation | 1,846,978 | |
Changes in operating assets and liabilities | ||
Oilfield service receivable | (33,709) | |
Oilfield service receivable, related party | (7,195) | 31,278 |
Oil and gas receivable | (1,175) | 205,495 |
Prepaid expenses and other current assets | 7,373 | (123,985) |
Accounts payable | (6,298) | (344,830) |
Revenue payable to interest owners | 13,882 | 231,023 |
Accrued liabilities | 400,970 | (16,683) |
Interest payable, related parties | 56,696 | 91,718 |
NET CASH USED IN OPERATING ACTIVITIES | (294,080) | (201,085) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of working interests, oil and gas properties | 120,000 | |
Purchase of secured letter of credit, restricted | 50,000 | |
Acquisition of property and equipment | 204,484 | |
Acquisition of oil and gas properties | 96,664 | 104,354 |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | (96,664) | (238,838) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 300,000 | 1,316,561 |
Payments on equipment note payable | 2,453 | 1,188 |
Payments on line of credit | 50,000 | |
Proceeds from notes payable, related parties | 25,000 | 50,000 |
Payments on notes payable on acquisition, related party | 62,500 | 150,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 260,047 | 1,165,373 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (130,697) | 725,450 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 756,603 | 344,148 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 625,907 | 1,069,598 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid in cash | 2,578 | 2,450 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
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 (Note 6) | $ 571,745 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Oct. 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 7). Effective August 31, 2016, the Company completed the acquisition of Jilpetco. The Company and Jilpetco were under common control at the time of the acquisition. 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 | 3 Months Ended |
Oct. 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 October 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, the Company has an accumulated deficit of $28,710,916. At October 31, 2017, the Company's working capital deficit was $1,348,578. 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 October 31, 2017, management estimated uncollectable accounts at $31,404. 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 October 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 October 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 October 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. The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected life"), the estimated volatility of the Company's common stock price over the expected term ("volatility"), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year maximum term and varying vesting periods as determined by the Board of Directors. The value of shares of common stock awards is determined by the Company’s Board of Directors. For options issued with service vesting conditions, compensation cost is recognized over the vesting period. For options issued with performance conditions, compensation cost is recognized if and when the Company concludes that the performance condition will be achieved, net of an estimate of a pre-vesting forfeitures. For options issued with market conditions, compensation cost is recognized over the requisite service period and discounted by the probability of the condition thereof being met. 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 October 31, 2017 and July 31, 2017, the Company had no assets or liabilities accounted for at fair value on a recurring basis. Recent accounting pronouncements 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 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 Loss Per Share
Earnings Loss Per Share | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Earnings Loss 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 October 31 and July 31, 2017, that could have a dilutive effect on future periods are as follows: October 31, 2017 July 31, 2017 Conversion option on related party debt 12,840,936 12,661,985 Convertible preferred stock 6,490,000 6,490,000 Stock options 28,085,000 - Warrants 3,674,576 2,674,576 Total potential dilution 51,090,512 21,826,561 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 | 3 Months Ended |
Oct. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT As of October 31, 2017 and July 31, 2017, the property and equipment asset balance was composed of the following: October 31, 2017 July 31, 2017 Drilling equipment $ 600,000 $ 600,000 Other equipment 253,530 252,204 Less: Accumulated depreciation (338,490) (306,392) Total property and equipment $ 515,040 $ 545,812 |
Oil and Gas Properties
Oil and Gas Properties | 3 Months Ended |
Oct. 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 October 31, 2017 and July 31, 2017 are set forth in the table below: October 31, 2017 July 31, 2017 Proved leasehold costs $ 2,076,592 $ 2,049,593 Cost of wells and development 4,990,223 4,920,558 Asset retirement obligation, asset 128,886 128,886 Total cost of oil and gas properties 7,195,701 7,099,037 Less: Accumulated depletion (1,212,300) (1,179,955) Oil and gas properties, net full cost method $ 5,983,401 $ 5,919,082 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. | 3 Months Ended |
Oct. 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 7 – Notes Payable, Related Parties). The Note called for five monthly payments of $50,752 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). |
Notes Payable - Related Parties
Notes Payable - Related Parties | 3 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | NOTE 7 – 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 October 31, 2017 and 2016, the current component of this loan was $248,704 and $191,029, respectively. The long-term amounts at October 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 October 31, 2017 and 2016, the current component of this loan was $141,018 and $108,315, respectively. The long-term amounts at October 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 October 31, 2017 and 2016, the current component of this loan was $41,170 and $30,162, respectively. The long-term amounts at October 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 October 31, 2017 for the remaining terms are summarized by year as follows: Principal Maturities Year ending October 31, Jed Miesner Petro Pro, Ltd. JLM Strategic Investments, LP Total 2018 $ 248,704 $ 141,018 $ 41,170 $ 430,893 2019 62,290 35,319 - 97,608 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 - 2,210,442 $ 1,940,000 $ 1,100,000 $ 41,170 $ 3,081,170 At October 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 October 31 and July 31, 2017, the accrued and unpaid interest on this related party convertible debt was $262,533 and $215,935, respectively. At October 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. Related party interest expense for the three months ended October 31, 2017 and 2016, was $46,597 and $62,130, respectively. 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 three months ended October 31, 2017, the Company made principal payments of $62,500 plus interest of $2,050 on this note. For the three months ended October 31, 2016, the Company made principal payments of $150,000 plus interest of $2,257. 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. 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. On August 4, 2017, the Company entered into additional loan agreement (remainder of the “July 2017 Notes”) with Tony Alford. Mr. Alford’s new note was $25,000. The notes bear interest at a rate of 8% per annum and incurred a participation fee of $2,500 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 - 124 5,000 5,124 Total $ 172,500 $ 175,000 $ 347,500 $ 10,145 $ 429 $ 17,500 $ 28,074 Principal, interest and fees for the notes payable, related parties at October 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 $ 3,864 $ 1,144 $ 5,000 $ 10,008 Robert Bories 48,750 50,000 98,750 3,864 1,144 5,000 10,008 Tony Alford 48,750 25,000 73,750 3,864 495 2,500 6,859 Robert Manning 15,000 25,000 40,000 1,189 573 2,500 4,262 Reese Pinney 11,250 - 11,250 891 - - 891 Rolf Berg - 50,000 50,000 - 1,144 5,000 6,144 Total $ 172,500 $ 200,000 $ 372,500 $ 13,672 $ 4,500 $ 20,000 $ 38,172 Related party interest expense on these May 2016 and July 2017 Notes for three months ended October 31, 2017 and 2016 was $10,099 and $10,472 respectively. |
Note Payable and Line of Credit
Note Payable and Line of Credit | 3 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable and Line of Credit | NOTE 8 – 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. For the three months ended October 31, 2016, 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 three months ended October 31, 2017, no principal payments were made on the note. As of October 31, 2017, the note had accrued unpaid interest and fees of $6,144. For the three months ended October 31, 2017, the Company paid interest of $1,022 on the note. |
Equipment Note Payable
Equipment Note Payable | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Equipment Note Payable | NOTE 9 – 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 October 31, 2017 for the remaining term are summarized by year as follows: For the year ended October 31, 2018 $ 10,126 2019 10,617 2020 11,131 2021 10,660 2022 - $ 42,534 For the three months ended October 31, 2017 and 2017, interest expense on the note was $529 and $194, respectively. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Oct. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | NOTE 10 – 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 October 31, 2017 and 2016, respectively: For the three months ended October 31, 2017 2016 Beginning balance $ 183,397 $ 211,218 Accretion expense 2,362 2,718 Ending balance, October 31, 2017 $ 185,759 $ 213,936 |
Committments and Contingencies
Committments and Contingencies | 3 Months Ended |
Oct. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
Commitments and Contingencies | NOTE 11 – 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 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 On December 11, 2017, Amazing Energy LLC and Jilpetco Inc. were each served with a summons and complaint in Cause No. P-7813-83-CV in the 83 rd 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 | 3 Months Ended |
Oct. 31, 2017 | |
Business Combinations [Abstract] | |
Business Segments | NOTE 12 – 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 October 31, 2017 July 31, 2017 Oilfield services $ - $ - Oil and gas operations 5,983,401 5,919,082 Total property and equipment, net $ 5,983,401 $ 5,919,082 Property and equipment, net October 31, 2017 July 31, 2017 Oilfield services $ 498,204 $ 527,683 Oil and gas operations 16,836 18,129 Total property and equipment, net $ 515,040 $ 545,812 Total assets October 31, 2017 July 31, 2017 Oilfield services $ 1,151,380 $ 1,178,139 Oil and gas operations 6,250,844 6,292,116 Total assets $ 7,402,224 $ 7,470,255 Capital expenditures For the three months ended October 31, 2017 2016 Oilfield services $ - $ 257,476 Oil and gas operations 96,664 104,354 Total property and equipment, net $ 96,664 $ 361,830 Operations for the three months ended October 31, 2017 Oil and gas operations Oilfield services Total Total revenues $ 70,594 $ 77,010 $ 147,604 Depletion and depreciation (33,638) (29,479) (63,117) Operating expenses (2,634,711) (72,084) (2,706,795) Income (loss) from operations (2,597,755) (24,553) (2,622,308) Other income (expense) (56,397) (3,964) (60,361) NET INCOME (LOSS) $ (2,654,152) $ (28,517) $ (2,682,669) Operations for the three months ended October 31, 2016 Oil and gas operations Oilfield services Total Total revenues $ 54,217 $ 86,206 $ 140,423 Depletion and depreciation (24,412) (26,449) (50,861) Operating expenses (199,356) (145,770) (345,126) Income (loss) from operations (169,551) (86,013) (255,564) Other income (expense) (75,469) 2,353 (73,116) NET INCOME (LOSS) $ (245,020) $ (83,660) $ (328,680) During the three months ended October 31, 2017 and 2016, $3,893 and $5,809, respectively was billed to Petro Pro, a related party, for oilfield services. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 13 – 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. 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 October 31, 2017, there was no redemption or accrual made under this provision. During the three months ended October 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 6,169,084 shares of common stock at $0.26 per share for $1,603,961. Cumulatively, as of July 31, 2017, the private placement sold 6,868,484 shares of common stock for total gross proceeds of $1,785,805. 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. 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. On October 3, 2017, the Company issued 100,000 shares of common stock with a fair value of $40,000 for services provided by a vendor. The shares were issued at a 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 7) 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. Stock Options In February 2017, the Board of Directors adopted and approved the 2017 Stock Option. The Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company . The Stock Option plan also has terms and conditions, including without limitations that the exercise price for incentive stock options granted under the Stock Option Plan must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten-year maximum term and varying vesting periods as determined by the Board. The Company's policy is to issue new shares to satisfy option exercises. On August 11, 2017, the Board of Directors authorized the grant of 5,835,000 options to purchase shares of common stock of the Company to certain officers related to their employment agreements. The options are vested and immediately exercisable on the date the Company's stock is traded on the American Stock Exchange, the New York Stock Exchange, or any of the NASDAQ trading tiers. The options ("Listing Options") shall have an exercise price equal to the closing price on the date such trading commences. Management has determined the probability of such an event is doubtful and, therefore, has not recognized any compensation expense to date regarding the Listing Options. On August 11, 2017, the Board of Directors authorized the grant of 11,750,000 options to purchase shares of common stock of the Company to certain officers. The options have an exercise price of $0.40 and expire five years from the date of grant. 2,937,500 of the options vested immediately on the grant date and the remainder shall vest 25% annually upon each anniversary of the grant date. For the three months ended October 31, 2017, the Company recognized a fair value of $897,859 for the vested options and the ratable recognition of unvested options. On August 11, 2017, the Board of Directors authorized the grant of 10,000,000 options to purchase shares of common stock of the Company to its Chief Executive Officer. The options have an exercise price of $0.40 per share and expire five years from the date of grant. 2,000,000 options vested on the date of grant. The fair value of the grant was $489,047 which was recognized as stock based compensation for the three months ended October 31, 2017. The remaining 8,000,000 options contained market and performance conditions, of which 4,000,000 options are to be granted based on to market conditions being met and 4,000,000 options are exercisable upon certain performance objectives. Management has assessed the likelihood of market conditions and the probability of performance conditions being realized and recognize a fair value of $48,905 in stock based compensation for the three months ending October 31, 2017. On September 26, 2017, the Board of Directors also authorized the grant of 500,000 options to purchase shares of common stock of the Company to certain directors. These options have an exercise price of $0.40 and expire on September 26, 2021. The fair value of the grant was $137,055 which the Company recognized as stock based compensation for the three months ended October 31, 2017. The options vested immediately at the date of grant. The Company has estimated the fair value of all option grants using the Black-Scholes model with the following information and range of assumptions: For the three months ended October 31, 2017 October 31, 2016 Options issued 28,085,000 - Exercise price $ 0.40 NA Expected volatility 175.1% to 200.1% NA Expected term 4 to 5 years NA Risk-free rate 1.57% to 1.74% NA The following is a summary of the Company's options issued for the three months ended October 31, 2017: For the three months ended Options Price Beginning balance - - Issued 28,085,000 $ 0.40 Exercised - - Ending balance 28,085,000 $ 0.40 The following table summarizes additional information about the options as of October 31, 2017: Date of Grant Options outstanding Options vested and exercisable Price Remaining term (years) August 11, 2017 5,835,000 - $ 4.78 August 11, 2017 11,750,000 2,937,500 0.40 4.78 August 11, 2017 10,000,000 2,000,000 0.40 4.78 September 26, 2017 500,000 500,000 0.40 3.91 Total options 28,085,000 5,437,500 $ 0.40 4.77 Total compensation charged against operations was $1,572,866 for the three months ended October 31, 2017. These costs were classified under management and administrative expense. No options were issued for the three months ended October 31, 2016. The total value of the option awards is expensed ratably over the vesting period as defined in each grant. As of October 31, 2017, the unrecognized compensation cost related to stock-based options and awards was $2,659,957 to be recognized over the requisite service period. Warrants On September 26, 2017, the Board of Directors authorized the grant of 1,000,000 warrants to purchase shares of common stock of the Company to certain directors. These warrants have an exercise price of $0.40 and expire on September 26, 2021. The warrants vested immediately upon grant. The Company has estimated the fair value of these warrant grants using the Black-Scholes model with the following information and assumptions: For the three months ended October 31, 2017 October 31, 2016 Warrants issued 1,000,000 - Exercise price $ 0.40 NA Expected volatility 176.7% NA Expected term 4 NA Risk-free rate 1.57% NA The fair value of the warrants was $274,112 and has been recognized as stock-based compensation for the three months ended October 31, 2017. As of October 31, 2017, there was no unrecognized compensation cost related to the warrants. The following is a summary of the Company's warrants issued and outstanding for the three months ended October 31, 2017 and 2016: For the three months ended October 31, 2017 2016 Warrants Price (a) Beginning balance 2,674,576 $ 0.60 2,674,576 $ 0.60 Issued 1,000,000 0.40 - - Exercised - - - - Ending balance 3,674,576 $ 0.55 2,674,576 $ 0.60 The composition of the Company’s warrants outstanding at October 31, 2017 is as follows: Issue Date Expiration Date Warrants Exercise Price July 31, 2016 July 31, 2019 2,674,576 $ 0.60 September 26, 2017 September 26, 2021 1,000,000 0.40 There were no warrants issued or exercised during the year ended July 31, 2017. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 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 October 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, the Company has an accumulated deficit of $28,710,916. At October 31, 2017, the Company's working capital deficit was $1,348,578. 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 October 31, 2017, management estimated uncollectable accounts at $31,404. |
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 October 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 October 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 October 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. The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected life"), the estimated volatility of the Company's common stock price over the expected term ("volatility"), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year maximum term and varying vesting periods as determined by the Board of Directors. The value of shares of common stock awards is determined by the Company’s Board of Directors. For options issued with service vesting conditions, compensation cost is recognized over the vesting period. For options issued with performance conditions, compensation cost is recognized if and when the Company concludes that the performance condition will be achieved, net of an estimate of a pre-vesting forfeitures. For options issued with market conditions, compensation cost is recognized over the requisite service period and discounted by the probability of the condition thereof being met. |
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 October 31, 2017 and July 31, 2017, the Company had no assets or liabilities accounted for at fair value on a recurring basis. |
Recent accounting pronouncements | Recent accounting pronouncements 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 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 Loss Per Share (Tables
Earnings Loss Per Share (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Earnings Per Share | October 31, 2017 July 31, 2017 Conversion option on related party debt 12,840,936 12,661,985 Convertible preferred stock 6,490,000 6,490,000 Stock options 28,085,000 - Warrants 3,674,576 2,674,576 Total potential dilution 51,090,512 21,826,561 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | October 31, 2017 July 31, 2017 Drilling equipment $ 600,000 $ 600,000 Other equipment 253,530 252,204 Less: Accumulated depreciation (338,490) (306,392) Total property and equipment $ 515,040 $ 545,812 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | For the three months ended October 31, 2017 2016 Beginning balance $ 183,397 $ 211,218 Accretion expense 2,362 2,718 Ending balance, October 31, 2017 $ 185,759 $ 213,936 |