Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2019 | Mar. 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Amazing Energy Oil & Gas, Co. | |
Entity Central Index Key | 0001375618 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 86,076,232 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2019 | Jul. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 618,927 | $ 523,695 |
Receivable from working interest owners | 63,901 | 33,954 |
Production revenue receivable | 30,056 | 48,188 |
Prepaid expenses | 16,163 | 40,000 |
Total current assets | 729,047 | 645,837 |
Oil and gas properties - proved, net | 6,944,339 | 5,422,989 |
Oil and gas properties - unproved | 3,693,910 | 3,079,492 |
Property and equipment, net | 373,420 | 434,528 |
Other assets | 51,977 | 78,600 |
Total assets | 11,792,693 | 9,661,446 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 910,535 | 295,015 |
Payable to related party | 25,038 | 25,038 |
Promissory notes, related parties, net of debt discount | 85,934 | 0 |
Notes payable, related parties | 311,730 | 311,730 |
Note payable, acquisition | 1,900,000 | 0 |
Equipment note payable | 10,247 | 10,247 |
Due to working interest owners | 433,054 | 389,562 |
Accrued interest payable, related parties | 444,000 | 400,805 |
Total current liabilities | 4,120,538 | 1,432,397 |
Long term liabilities: | ||
Promissory note payable, net of debt discount | 81,355 | 0 |
Promissory notes, related party | 2,769,440 | 2,769,440 |
Equipment note payable | 17,828 | 22,847 |
Asset retirement obligation | 273,378 | 258,575 |
Total liabilities | 7,262,539 | 4,483,259 |
Commitments and contingencies, (Note 13) | ||
Stockholders' equity: | ||
Common stock, par value $0.001 per share; 3,000,000,000 shares authorized; 86,076,232 issued and outstanding at January 31, 2019, 83,975,232 issued and outstanding at July 31, 2018 | 86,080 | 83,977 |
Additional paid-in capital | 39,702,262 | 37,637,323 |
Accumulated deficit | (35,258,778) | (32,543,703) |
Total stockholders' equity | 4,530,154 | 5,178,187 |
Total liabilities and stockholders' equity | 11,792,693 | 9,661,446 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 90 | 90 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 500 | $ 500 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2019 | Jul. 31, 2018 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 86,076,232 | 83,975,232 |
Common stock, shares outstanding | 86,076,232 | 83,975,232 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ .01 | $ .01 |
Preferred stock, shares issued | 9,000 | 9,000 |
Preferred stock, shares outstanding | 9,000 | 9,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ .01 | $ .01 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Revenue | ||||
Oil and gas sales | $ 95,803 | $ 56,148 | $ 225,828 | $ 126,742 |
Oilfield service revenue | 0 | 60,308 | 0 | 111,976 |
Total gross revenue | 95,803 | 116,456 | 225,828 | 238,718 |
Operating Expense | ||||
Production costs | 95,530 | 42,373 | 182,810 | 88,875 |
Depreciation, depletion and amortization | 71,520 | 72,889 | 151,389 | 136,006 |
General and administrative expense | 1,114,940 | 1,366,014 | 2,101,599 | 3,998,603 |
Accretion expense | 3,479 | 2,363 | 6,958 | 4,725 |
Total operating expenses | 1,285,469 | 1,483,639 | 2,442,756 | 4,228,209 |
Loss from operations | (1,189,666) | (1,367,183) | (2,216,928) | (3,989,491) |
Other (Income) Expense | ||||
Interest and other income | (952) | (326) | (1,274) | (418) |
Interest expense | 69,985 | (695) | 79,001 | 3,062 |
Financing cost, related parties | 0 | 0 | 60,000 | 0 |
Interest expense, related parties | 68,531 | 54,539 | 360,420 | 111,235 |
Total other (income) expense | 137,567 | 53,518 | 498,147 | 113,879 |
Loss before taxes | (1,327,233) | (1,420,701) | (2,715,075) | (4,103,370) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (1,327,233) | $ (1,420,701) | $ (2,715,075) | $ (4,103,370) |
Net Loss per Share: | ||||
Basic and diluted | $ (0.016) | $ (0.020) | $ (0.032) | $ 0.06 |
Weighted Average Shares Outstanding: | ||||
Basic and diluted | 85,026,721 | 69,585,268 | 84,668,585 | 68,274,458 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Cash Flows From Operating Activities | ||
Net loss | $ (2,715,075) | $ (4,103,370) |
Adjustments to reconcile net loss to net cash from operations: | ||
Stock based compensation | 1,055,390 | 2,588,127 |
Financing fee in debt issuance | 60,000 | 0 |
Accretion expense | 6,958 | 4,725 |
Depreciation, depletion and amortization | 151,389 | 136,006 |
Amortization of note discount | 336,060 | 0 |
Change in: | ||
Receivable from working interest owners | (29,947) | (51,311) |
Production revenue receivable | 18,132 | 24,532 |
Prepaid expenses | 23,837 | 10,968 |
Accounts payable and accrued liabilities | 657,001 | 46,768 |
Due to working interest owners | 43,492 | (240) |
Decrease in other assets | 26,623 | 0 |
Accrued interest payable | 93,195 | 65,121 |
Net cash from operating activities | (272,945) | (1,278,674) |
Cash Flows From Investing Activities | ||
Investment in oil and gas properties | (1,451,804) | (201,659) |
Acquisition of property and equipment | 0 | (454) |
Proceeds from sale of oil and gas working interests | 924,751 | 0 |
Net cash from investing activities | (527,053) | (202,113) |
Cash Flows From Financing Activities | ||
Proceeds from sale of common stock | 200,249 | 2,225,000 |
Proceeds from notes payable, related parties | 600,000 | 25,000 |
Proceeds from notes payable | 500,000 | 0 |
Payments on notes payable | 0 | (50,000) |
Payments on equipment note payable | (5,019) | (4,936) |
Payments on note payable, related parties | (400,000) | (476,667) |
Net cash from financing activities | 895,230 | 1,718,397 |
Net change in cash | 95,232 | 237,610 |
Cash and cash equivalents and restricted cash - beginning of period | 573,695 | 756,603 |
Cash and cash equivalents and restricted cash - end of period | 668,927 | 994,213 |
Non-cash investing and financing activities | ||
Warrant modification with issuance of note payable, related party | 480,771 | 0 |
Note payable, related party settled with participation in oil and gas working interest | 100,000 | 0 |
Accounts payable settled with shares of common stock | 16,482 | 0 |
Warrants issued with notes payable, related party | 288,000 | 0 |
Oil and gas property acquired with debt | 1,900,000 | 0 |
Accounts payable settled with common stock and participation in oil and gas working interest | 25,000 | 0 |
Related party note payable settled with common stock and participation in oil and gas working interest | 160,000 | 0 |
Related party interest payable settled with common stock and participation in oil and gas working interest | $ 50,000 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jan. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | Amazing Energy Oil and Gas, Co. (“Amazing” “Amazing Energy” or the “Company”) 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 and southeastern New Mexico. 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. The Company owns interests in oil and gas properties located in Texas and New Mexico. 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
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. The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of January 31, 2019, and its results of operations for the three and six months ended January 31, 2019 and 2018, and cash flows for the six months ended January 31, 2019 and 2018. The balance sheet at July 31, 2018, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. All amounts presented are in U.S. dollars. For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended July 31, 2018. 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, LLC, Amazing Energy, 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 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 January 31, 2019, 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 Sheet, the Company has an accumulated deficit of $35,258,778. At January 31, 2019, the Company’s working capital deficit was $3,391,491 compared to $786,560 at July 31, 2018. The increase in the working capital deficit was primarily due to the net increase in accounts payable and the new financing of $1,900,000 related to the New Mexico asset acquisition in January 2019. Achievement of the Company’s objectives will be dependent upon its ability to obtain additional financing, to locate profitable mineral 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 production. However, there is no assurance that the Company will be able to achieve these objectives; therefore, 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 Recognition The Company recognizes revenues from the sales of oil and natural gas to its customers and presents them disaggregated on the Company’s Consolidated Statements of Operations. The Company enters into contracts with customers to sell its oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in Accounting Standard Codification (“ASC”) 606. Specifically, revenue is recognized when the Company’s performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the oil and natural gas marketing contracts is typically received from the purchaser one to two months after production. At January 31, 2019, the Company had receivables related to contracts with customers of $30,056. Detailed revenue for the six and three months ended January 31, 2019 and 2018 is as follows: Six months ended January 31, 2019 2018 Oil sales revenue $ 224,754 $ 93,452 Gas sales revenue 1,074 33,290 Total $ 225,828 $ 126,742 Three months ended January 31, 2019 2018 Oil sales revenue $ 95,803 $ 45,746 Gas sales revenue - 10,402 Total $ 95,803 $ 56,148 Receivables Production revenue receivable consist of oil and natural gas revenues due under normal trade terms. Receivables are carried at original amounts on joint interest billings less an estimate for doubtful accounts. Management determines the allowance by regularly evaluating individual working interest owner receivables and considering their financial condition, credit history and current economic conditions. Due to Working Interest Owners 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. Revenues suspended for specific reasons are released as those matters are resolved. The Due to working interest owners balance is comprised of 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 and any revenue suspense. Asset Retirement Obligations The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which a contractual obligation is created and if a reasonable estimate of fair value can be made. A corresponding charge is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability. Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. Use of estimates The preparation of financial statements in conformity with U.S. 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. Historically, the Company’s oil and gas revenues originated from production from its properties in Texas. Beginning February 1, 2019, the Company will also begin generating oil and gas from its newly acquired properties in New Mexico. Each revenue stream is sold to a single customer through month to month contracts. While this creates a customer concentration, there are alternative buyers of the production in the event the limited number of customers are unable or unwilling to purchase. During the six months ended January 31, 2019, the Company sold its oil and gas production to only two customers. Oil production was sold to Rio Energy International, Inc. and natural gas production was sold to Trans-Pecos Natural Gas Company, LLC. During the six months ended January 31, 2018, oil and gas production was sold to Sunoco, LP and Trans-Pecos Natural Gas Company, LLC, respectively. Beginning February 1, 2019, oil production in New Mexico will be sold to Plains Marketing, LP, while natural gas production will be sold to Targa Resources. 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 January 31, 2019, 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. The amount is presented in other assets on the Consolidated Balance Sheet. 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. The Company recognizes a tax benefit from an uncertain position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position and will record the largest amount of tax benefit that has a greater than 50% chance of being realized upon settlement with a taxing authority. The Company classifies any interest and penalties associated with income taxes as income tax expense. Fair value of financial instruments Financial instruments consist of cash and various notes payable. The fair value of these financial instruments approximates the carrying values. 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. Realization of the carrying value of other property and equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred. Oil and gas properties The Company uses the full cost method of accounting for oil and gas properties. Under this method of accounting, all costs incurred in the acquisition, exploration and development of oil and natural gas properties, including unproductive wells, are capitalized. 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 natural gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Oil and natural gas properties include costs that are excluded from costs being depleted or amortized. Excluded costs represent investments in unproved and unevaluated properties and include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. These costs are excluded until the project is evaluated and proved reserves are established or impairment is determined. Excluded costs are reviewed periodically to determine if impairment has occurred. The amount of any evaluated or impaired oil and gas properties is transferred to capitalized costs being amortized. 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. Limitation on Capitalized Costs Under the full-cost method of accounting, the Company is required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling Test”). If the capitalized costs of our oil and gas properties, net of accumulated amortization and related deferred income taxes, exceed the “Ceiling”, this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. The Ceiling Tests did not result in an impairment of our oil and natural properties at January 31, 2019 or July 31, 2018. 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. 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. 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 and warrants 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. 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 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 January 31, 2019 and January 31, 2018, the Company had no assets or liabilities accounted for at fair value on a recurring basis. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall with various SEC Staff Accounting Bulletins providing interpretive guidance. The guidance establishes a new five step principle-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The Company adopted the new standard on August 1, 2018 using the modified retrospective method. The adoption resulted in no changes in the timing of revenue recognition compared to the prior methodology. In February 2016 the FASB issued ASU, No. 2016-02, Leases. The ASU requires companies to recognize on the Consolidated Balance Sheet, the assets and liabilities for the rights and obligations created by leased assets. ASU No. 2016-02 will be effective for the Company on August 1, 2019, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-02 will have on the Company’s consolidated financial statements and related disclosures. 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 adoption of this update on August 1, 2018 had no impact to the consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this update as of August 1, 2018. Cash, cash equivalents, and restricted cash and cash equivalents on the Consolidated Statement of Cash Flows includes restricted cash of $50,000 and $50,000 as of January 31, 2019 and July 31, 2018. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 will become effective for the Company on August 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures. 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 | 6 Months Ended |
Jan. 31, 2019 | |
Net Loss per Share: | |
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 preferred stock, stock options, and warrants to purchase common stock. The outstanding securities at January 31, 2019 and 2018, that could have a dilutive effect on future periods are as follows: January 31, 2019 January 31, 2018 Convertible preferred stock 6,490,000 6,490,000 Warrants 9,100,158 4,917,551 Stock options 31,585,000 28,085,000 Total potential dilution 47,175,158 39,492,551 For the three and six month periods ended January 31, 2019 and 2018, the effect of this potential dilution has not been recognized since it would have been anti-dilutive. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | As of January 31, 2019 and July 31, 2018, the property and equipment asset balance was composed of the following: January 31, 2019 July 31, 2018 Drilling equipment $ 823,340 $ 612,000 Other equipment 42,189 252,204 865,529 864,204 Less: Accumulated depreciation (492,109 ) (429,676 ) Total property and equipment $ 373,420 $ 434,528 |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 6 Months Ended |
Jan. 31, 2019 | |
Oil and Gas Property [Abstract] | |
OIL AND GAS PROPERTIES | The Company is currently participating in oil and gas exploration activities in Texas and New Mexico. The Company’s oil and gas properties are located entirely in the United States. The Company’s mineral lease interests represent leased acreage within the Pecos County, Texas 70,000 acre AMI and the approximately 16,000 acre New Mexico AMI as of January 31, 2019. Through a series of agreements with representatives of mineral owners, the Company has the right to acquire additional acreage for future development encompassing a large percentage of the 70,000 Pecos County, Texas acreage not under lease at January 31, 2019. Under those agreements the Company is required to make annual payments into trust accounts to hold the acquisition opportunity. As actual leases are acquired those trust funds are available to pay the lease cost per acre at predetermined amounts. The Company is obligated to pay certain bonus lease payments related to certain of its lease properties. The Company is required to pay $27,000 on the JT Walker lease annually on August 7th. The Company is also required to pay $200,000 every five years on August 7th for the JPMorgan lease. The most recent payment on this lease was made in July, 2017. The next JPMorgan lease payment is due on August 7, 2022. The Company is current in its lease payments under these leases. At January 31, 2019, the Company has a 100% working interest in twenty-six (26) wells located in the Pecos County, Texas leasehold premises. The Company has drilled 26 wells throughout the property, with twenty-four of the wells being either current producers or subjects of a scheduled workover/recompletion plan. Two wells are currently shut-in and will probably be converted to injection wells associated with a future water-flood plan. The oil and gas property balances at January 31, 2019 and July 31, 2018, are set forth in the table below: January 31, 2019 July 31, 2018 Unproved properties not subject to amortization $ 5,443,274 $ 3,079,492 Property costs subject to amortization 6,481,892 6,627,470 Asset retirement obligation, asset 202,460 194,615 Total cost of oil and gas properties 12,127,626 9,901,577 Less: Accumulated depletion (1,489,377 ) (1,399,096 ) Oil and gas properties, net full cost method $ 10,638,249 $ 8,502,481 During the six months ended January 31, 2019, the Company continued to develop its Pecos County, Texas asset by drilling and completing the WWJD Well #31-H, performing workover operations on various wells and investing additional capital in unevaluated lease costs. During the six months ended January 31, 2019, the Company offered an opportunity to several investors for participation in development of the WWJD Well #31- H. The investment was offered to Joint Venture Working Interest Partners (“the Partners”) who will pay 100% of all drilling and completion costs on a turnkey basis for the development of the newly planned horizontal well. In exchange, the Partners will receive a 50% working interest in the well-bore, but will receive a preferred payout of 75% of the net monthly revenue to the Working Interest until such time that they have received a cumulative payout equal to 110% of their investment. With respect to the Company selling working interest in the WWJD #31-H the investors (“the Partners”) received shares of the Company’s common stock proportionately to their cash investment. Proceeds from the offering received during the six months ended January 31, 2019 totaled $1,260,000 which was allocated to the shares of common stock based on the fair value of the shares on the date of the transaction and the remainder of the proceeds were allocated to the percentage participation interest acquired by the participants. Proceeds received during the quarter ended January 31, 2019 are as follows: Allocated to Working interest to Common stock in WWJD Well #31 Proceeds No. of Shares Value Participation % Interest Value Cash $ 1,025,000 512,500 $ 100,249 51.25 % $ 924,751 Settlement of accounts payable and accrued liabilities 25,000 12,500 2,251 1.25 % 22,749 Settlement of accrued interest payable, related party 50,000 25,000 5,000 2.50 % 45,000 Settlement of notes payable, related parties 160,000 80,000 18,900 8.00 % 141,100 Totals $ 1,260,000 630,000 $ 126,400 63.00 % $ 1,133,600 On October 17, 2018, the Company acquired the deep rights in 21,000 mostly contiguous acres in the Permian Basin in Pecos County, Texas. With the acquisition, the Company controls all rights to all depths within the 61,000 acres with undivided mineral interest and rights to the depth of 3,000 feet to surface on its additional approximately 9,000 acres. The purchased acreage is subject to the same option terms that are applicable to the other Pecos County, Texas acreage controlled by the Company. The cost of the acquisition was $500,000. On October 12, 2018, the Company entered into an Option Agreement for the acquisition of several oil and gas producing leaseholds in New Mexico. At the date that the Option agreement was executed the Company paid the potential seller a non-refundable deposit of $100,000,with the understanding that the cash deposit would be applied against the negotiated purchase price if a purchase was consummated. The Company exercised its option to purchase the New Mexico properties and the transaction was closed effective January 1, 2019. The negotiated purchase price was $2,000,000, and in addition to applying the $100,000 deposit against the purchase price, the seller agreed to take a $1,900,000 promissory note which will become due and payable, including accrued interest at a rate of 7% per annum, on December 31, 2019, |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Notes payable, related parties On January 3, 2011, the Company formalized a loan agreement for $1,940,000 with Jed Miesner, who at the time, was the Company’s CEO and Chairman, but is now a Director. The loan, which is scheduled to mature on December 31, 2030, had an original interest at the rate of 8% per annum and was collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. 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, which is scheduled to mature on December 31, 2030, had an original interest rate of 8% per annum, and is collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. 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 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. Terms of the $1,940,000 note and the $1,100,000 note were modified effective February 1, 2017, pursuant to an agreement between Jed Miesner, Petro Pro, Ltd. and the Company. Beginning February 1, 2017, and continuing through February 1, 2019, the interest rate on the two aforementioned notes was reduced from 8% to 6% per annum. After February 1, 2019, and continuing through the maturity date of the two notes (December 31, 2030), the annual interest rate on the two notes was set at a rate equal to the Happy State Bank prime rate plus 2%. Principal maturities for the two loan agreements and the credit facility outstanding at January 31, 2019 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 2019 $ 310,995 $ 176,337 $ 41,170 $ 528,502 2020 67,272 38,144 - 105,416 2021 72,655 41,196 - 113,851 2022 78,467 44,492 - 122,959 2023 84,744 48,051 - 132,795 Subsequent years 1,325,867 751,780 - 2,077,647 $ 1,940,000 $ 1,100,000 $ 41,170 $ 3,081,170 At January 31, 2019, 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 January 31, 2019 and July 31, 2018, the accrued and unpaid interest on this related party convertible debt was $444,000 and $400,805, respectively. Related party interest expense for the six months ended January 31, 2019 and 2018 was $93,195 and $93,195, respectively. On September 10, 2018, in accordance with modifications to Series A Preferred Stock (see note 9), the Company agreed to pay accrued interest of $309,130 on or before December 31, 2018 and $169,168 on or before February 28, 2019. During the quarter ended January 31, 2019, Mr. Miesner obtained participation in the WWJD Well #31-H and shares of the Company’s common stock in exchange for $50,000 of accrued interest due to him (see Note 5). Mr. Miesner’s waiver (described above) included an extension of the due date of the interest payment to March 31, 2019. At January 31, 2019, the balance of the convertible debt and accrued interest was convertible into membership shares of Amazing Energy, LLC, a wholly owned subsidiary of the Company at $0.60 per share. Promissory notes payable, related parties On October 16, 2018, the Company entered into promissory notes with its Chairman of the Board and one of its Directors to fund the acquisition of the Wyatt properties in Pecos County, Texas and to allow the Company enter into an Option Agreement for acquisition of several oil and gas producing properties in Lea County, New Mexico. The aggregate principal amount of the two new notes was $600,000. The notes required a placement fee of $60,000 (equal to 10% of the principal amounts of the loans), which was expensed as financing costs during the six months ended January 31, 2019. As additional consideration for the financing, the Company issued 2,400,000 warrants for the right to acquire its common stock at an exercise price of $0.25 per share for a term of six years. As a result, the Company recorded a debt discount of $288,000 to account for the relative fair value of the warrants (see note 9). The debt discount is being amortized as interest expense over the term of the note. On October 26, 2018, the Company paid $400,000 on the promissory notes. During the six months ended January 31, 2019, an additional $160,000 of the promissory notes was satisfied with transfer of participation in the WWJD Well #31-H and shares of the Company’s common stock (see Note 5). The remaining related party notes balance of $100,000 is due on April 30, 2019. At January 31, 2019, the discount balance is $14,066. Promissory note payable On October 22, 2018, the Company entered into a promissory note with Bories Capital, LLC (Bories) for $500,000, the owner of which is a holder of all of the outstanding shares of the Company’s Preferred B stock. The note bears interest at the Hancock Whitney Bank prime rate plus two percent (7.25% at January 31, 2019) and is due in full at maturity on October 24, 2020. Interest is payable monthly beginning on November 30, 2018. As additional consideration for the note, the Company agreed to modify the terms of 2,674,576 warrants to acquire common stock held by the owner of Bories. The warrants were amended to change the exercise price from $0.60 to $0.40 per share and extend the expiration date from July 31, 2019 to April 1, 2024. These modifications resulted in financing fee of $480,771 which represents the difference in the fair value of the warrants before and after the change in terms. The amount was recognized as a discount on the note and is being amortized as interest expense over the term of the note. Amortization of $62,126 was recognized as interest expense during the six months ended January 31, 2019. At January 31, 2019, the discount balance is $418,645. In addition, terms of the Series B Preferred Stock held by the owner of Bories were modified. The Company agreed to suspend its right to call the preferred stock until from the original call date of April 1, 2019 to April 1, 2024. In exchange for this suspension, the Series B Preferred stockholder’s right to convert the preferred shares into warrants to acquire the Company’s common stock was amended to extend the conversion period to April 1, 2024. Note payable, acquisition On October 12, 2018 the Company entered into an agreement for the acquisition of oil and gas producing interest in New Mexico for $2,000,000. During the quarter ended January 31, 2019 the company closed on the transaction with a seller financing note payable of $1,900,000. The note bears interest of 7% and the entire balance of principal and interest is due at maturity on December 31, 2019. See Note 6. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 6 Months Ended |
Jan. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | The information below details the asset retirement obligation for six months ended January 31, 2019 and 2018 are as follows: Balance, July 31, 2018 $ 258,575 Asset retirement obligation incurred 7,845 Accretion expense 6,958 Balance, January 31, 2019 $ 273,378 Balance, July 31, 2017 $ 183,397 Asset retirement obligation incurred 65,729 Accretion expense 9,449 Balance, January 31, 2018 $ 258,575 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jan. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 contingencies On September 7, 2017, Amazing Energy LLC and Jilpetco Inc. were served with a lawsuit, in Cause No. P-7600-83-CV in the 83rd District Court in Pecos County, Texas. The nature of the litigation is that Amazing Energy & Jilpetco were joined as defendants in a case in Pecos County, Texas, between Fredrick Bartlett Wulff, Sr. et al plaintiffs and Benedum & Trees, LLC et al defendants. The suit alleges breach of lease, breach of implied duty to explore and develop, and requests a declaratory judgment that the leases are terminated, and the suit requests an accounting of lease production. The case is in the early stages of discovery as to the claims against the Company. Management intends to seek an early resolution but will vigorously defend the case. It is too early in the litigation to evaluate the likely outcome or to evaluate the range of losses, as the lease interests involved are small fractional interests. 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. 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 completed the transition of its corporate headquarters to Plano, Texas during the quarter ended January 31, 2019, where it is currently subleasing space until lease renewal at a cost of $3,500 per month. Lease renewal is scheduled for November 30, 2019 when the Company intends to become the primary lessee. Oil and gas lease commitments The Company is obligated to pay royalties to holders of oil and natural gas interests in its Texas and New Mexico operations. The Company is also obligated to pay other Working Interest owner, if any, a pro-rata portion of revenues generated from oil and gas sales, after deducting all leasehold operating expenses. The Company is also obligated to pay certain bonus lease payments related to certain of its Pecos County, Texas leaseholds. The Company is required to pay $27,000 each year on the JT Walker lease, beginning August 7, 2017. The Company is also required to pay $200,000 every five years on the JPMorgan lease, beginning August 7, 2017. The Company is current in its lease payments under these leases. These payments are included in Oil and Gas Properties – Leasehold acquisition costs (Note 5) in accordance with full-cost accounting. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
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 January 31, 2019. 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 computed as of January 31, 2019, 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. Effective September 10, 2018 the sole holder of Series A Preferred Stock of the Company agreed to material modifications of the rights associated with the Series A Preferred. Jed Miesner is the holder of 9,000 shares of Series A Preferred that possess the right to vote on any matters to which common stock holders of the Company are entitled to vote. The 9,000 shares of Series A Preferred possess the voting power equivalent to 90,000,000 shares of the Company’s common stock. Mr. Miesner has agreed, until January 1, 2019 to not vote the Series A Preferred shares on any matter not related to a change of control of the Company or its assets. As part of this agreement, the Company has agreed to pay accrued interest on promissory notes payable due to Mr. Meisner and related parties associated with him (see Note 6). Subsequent to January 31, 2019, Mr. Miesner agreed to a modification whereby he will not vote his equivalent voting power until at least April 1, 2019. ● 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 July 31, 2021, 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 January 31, 2019. 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 computed as of July 31, 2018, 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 July 31, 2021, 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 conversion 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. As additional consideration for a new promissory note dated October 22, 2018 (Note 6), the terms of the right to convert preferred shares into warrants to acquire common stock attached to the Company’s Series “B” Preferred Stock, were amended to extend the conversion period to April 1, 2024 and to reduce the underlying warrant exercise price from $0.60 per share to $0.40 per share. The Company further agreed to suspend its right to call the Series “B” Preferred Stock until April 1, 2024. Common Stock During the six months ended January 31, 2019, in addition to shares of common stock sold with working interest in the WWJD #31-H well (See Note 5), the Company issued 400,000 shares of common stock for cash of $100,000. During the six months ended January 31, 2018 the Company issued 8,760,000 shares of common stock for cash of $2,225,000. During the six months ended January 31, 2019 and 2018, the Company issued 1,004,808 and 645,000 shares of common stock with total fair value of $239,602 and $422,070, respectively as compensation for professional services. In addition, the Company issued 66,192 shares of common stock with a fair value of $16,481 for satisfaction of accounts payable. During the six months ended January 31, 2019 the Company issued 630,000 shares of common stock in connection with the sale of working interest in the WWJD # 31- H Well with a fair value of $126,400. See Note 5. Warrants: During the six months ended January 31, 2019 and 2018, the Company issued 419,525 and 1,242,975 warrants to purchase common stock valued at $40,648 and $102,828, respectively, for professional services. Additionally, during the six months ended January, 31, 2019, the Company issued 2,400,000 warrants to purchase common stock in connection with promissory notes with a fair value of $288,000 and changed the terms of 2,674,576 existing warrants with an incremental fair value due to the modification of $480,771. See Note 6. Warrant transaction for the three months ended January 31, 2019 and 2018 are summarized as follows: Six Months ended January 31, 2019 2018 Outstanding warrants - beginning 6,280,633 2,674,576 Issued 2,819,525 2,242,975 Exercised - - Expired - - Outstanding warrants - ending 9,100,158 4,917,551 The weighted average fair value of warrants and the key assumptions used in the Black-Scholes valuation model to calculate the fair value, are as follows: 2019 Weighted average fair value $0.23 to $0.40 Exercise price $0.23 to $0.40 Risk-free interest rate 2.43% - 3.05% Expected volatility of common stock 157% - 168% Dividend yield 0.00% Expected term of warrant Five to Six Years 2018 Weighted average fair value $0.27 Exercise price $0.40 Risk-free interest rate 1.55% Expected volatility of common stock 176.70% Dividend yield 0.00% Expected term of warrant Four Years The Company’s outstanding warrants at January 31, 2019 are detailed as follows: Number Expiration Year of Warrants Exercise Price 2020 1,200,000 $0.50 2021 1,858,332 $0.40 to $1.00 2022 310,000 $0.40 to $0.60 2023 646,625 $0.23 to $0.74 2024 5,085,201 $0.34 to $0.40 9,100,158 Stock Options 2017 Grants During the three and six months ended January 31, 2019, the Company recognized $230,610 and $446,861, respectively, of stock-based compensation related to the vesting of options that were granted during the year ended July 31, 2018. Of this amount, the Company recognized $14,360 of additional compensation due to reduction in the exercise price from $0.40 to $0.25 on options held by the Company’s Chief Executive Officer. At January 31, 2019, of unrecognized compensation of approximately $965,000 associated with the 2017 grants will be recognized over the next 3.58 years. 2018 Grants During the six months ended January 31, 2019, the Board of Directors authorized the grant of 2,500,000 options to purchase shares of common stock of the Company to its Chief Financial Officer, Chief Operating Officer and the Corporate Secretary. The options have an exercise price of $0.30 and expire three to five years from the date of grant. The fair value of these grants was $520,015. A portion of the options vested immediately with the remainder to vest over the next three years. For the three and six month periods ended January 31, 2019, the Company recognized stock-based compensation of $124,792 and $377,248, respectively, for these options. At January 31, 2019, unrecognized compensation related to the option grant is $142,767 which will be recognized over the next three years. On October 10, 2018, the Board of Directors also authorized the grant of 1,000,000 options to purchase shares of common stock of the Company to certain directors. The options vested immediately at the date of grant. These options have an exercise price of $0.30 and expire on October 23, 2023. The fair value of the grant was $214,726 which the Company recognized as stock-based compensation for the six month period ended January 31, 2019. Option activity for the six months ending January 31, 2019 and 2018 is summarized as follows: 2019 2018 Options Exercise price Options Exercise Price Beginning balance, outstanding 28,085,000 - Granted 3,500,000 $ 0.30 28,085,000 $ 0.40 Exercised - - Forfeited or rescinded - - Balance outstanding, ending 31,585,000 28,085,000 The Company has estimated the fair value of all stock option grants using the Black-Scholes model with the following information and range of assumptions: For the six months ended January 31, 2019 January 31, 2018 Weighted average fair value $0.17 to $0.21 $0.24 to $0.27 Options issued 3,500,000 28,085,000 Exercise Price $0.30 $0.40 Expected volatility 157% to 167% 175% to 200% Term Three to Five Years Four to Five years Risk-free rate 2.43% to 2.95% 1.57% to 1.74% The following is a summary of the Company’s outstanding stock options as of January 31, 2019: Number Expiration Year of Options Exercise Price 2021 2,100,000 $0.30 to $0.40 2022 27,885,000 $0.30 to $0.40 2023 1,300,000 $0.30 2024 300,000 $0.30 31,585,000 At January 31, 2019, the Company had reserved 40,685,158 common shares for future exercise of warrants for purchase of common stock and stock options. At January 31, 2019, the Company’s stock options had no intrinsic value. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
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. The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of January 31, 2019, and its results of operations for the three and six months ended January 31, 2019 and 2018, and cash flows for the six months ended January 31, 2019 and 2018. The balance sheet at July 31, 2018, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. All amounts presented are in U.S. dollars. For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended July 31, 2018. 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, LLC, Amazing Energy, 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 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 January 31, 2019, 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 Sheet, the Company has an accumulated deficit of $35,258,778. At January 31, 2019, the Company’s working capital deficit was $3,391,491 compared to $786,560 at July 31, 2018. The increase in the working capital deficit was primarily due to the net increase in accounts payable and the new financing of $1,900,000 related to the New Mexico asset acquisition in January 2019. Achievement of the Company’s objectives will be dependent upon its ability to obtain additional financing, to locate profitable mineral 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 production. However, there is no assurance that the Company will be able to achieve these objectives; therefore, 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 recognition | The Company recognizes revenues from the sales of oil and natural gas to its customers and presents them disaggregated on the Company’s Consolidated Statements of Operations. The Company enters into contracts with customers to sell its oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in Accounting Standard Codification (“ASC”) 606. Specifically, revenue is recognized when the Company’s performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the oil and natural gas marketing contracts is typically received from the purchaser one to two months after production. At January 31, 2019, the Company had receivables related to contracts with customers of $30,056. Detailed revenue for the six and three months ended January 31, 2019 and 2018 is as follows: Six months ended January 31, 2019 2018 Oil sales revenue $ 224,754 $ 93,452 Gas sales revenue 1,074 33,290 Total $ 225,828 $ 126,742 Three months ended January 31, 2019 2018 Oil sales revenue $ 95,803 $ 45,746 Gas sales revenue - 10,402 Total $ 95,803 $ 56,148 |
Receivables | Production revenue receivable consist of oil and natural gas revenues due under normal trade terms. Receivables are carried at original amounts on joint interest billings less an estimate for doubtful accounts. Management determines the allowance by regularly evaluating individual working interest owner receivables and considering their financial condition, credit history and current economic conditions. |
Due to working interest owners | 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. Revenues suspended for specific reasons are released as those matters are resolved. The Due to working interest owners balance is comprised of 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 and any revenue suspense. |
Asset retirement obligations | The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which a contractual obligation is created and if a reasonable estimate of fair value can be made. A corresponding charge is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability. Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. |
Use of estimates | The preparation of financial statements in conformity with U.S. 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. Historically, the Company’s oil and gas revenues originated from production from its properties in Texas. Beginning February 1, 2019, the Company will also begin generating oil and gas from its newly acquired properties in New Mexico. Each revenue stream is sold to a single customer through month to month contracts. While this creates a customer concentration, there are alternative buyers of the production in the event the limited number of customers are unable or unwilling to purchase. During the six months ended January 31, 2019, the Company sold its oil and gas production to only two customers. Oil production was sold to Rio Energy International, Inc. and natural gas production was sold to Trans-Pecos Natural Gas Company, LLC. During the six months ended January 31, 2018, oil and gas production was sold to Sunoco, LP and Trans-Pecos Natural Gas Company, LLC, respectively. Beginning February 1, 2019, oil production in New Mexico will be sold to Plains Marketing, LP, while natural gas production will be sold to Targa Resources. |
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 January 31, 2019, 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. The amount is presented in other assets on the Consolidated Balance Sheet. |
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. The Company recognizes a tax benefit from an uncertain position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position and will record the largest amount of tax benefit that has a greater than 50% chance of being realized upon settlement with a taxing authority. The Company classifies any interest and penalties associated with income taxes as income tax expense. |
Fair value of financial instruments | Financial instruments consist of cash and various notes payable. The fair value of these financial instruments approximates the carrying values. |
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. Realization of the carrying value of other property and equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred. |
Oil and gas properties | The Company uses the full cost method of accounting for oil and gas properties. Under this method of accounting, all costs incurred in the acquisition, exploration and development of oil and natural gas properties, including unproductive wells, are capitalized. 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 natural gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Oil and natural gas properties include costs that are excluded from costs being depleted or amortized. Excluded costs represent investments in unproved and unevaluated properties and include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. These costs are excluded until the project is evaluated and proved reserves are established or impairment is determined. Excluded costs are reviewed periodically to determine if impairment has occurred. The amount of any evaluated or impaired oil and gas properties is transferred to capitalized costs being amortized. |
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. |
Limitation on capitalized costs | Under the full-cost method of accounting, the Company is required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling Test”). If the capitalized costs of our oil and gas properties, net of accumulated amortization and related deferred income taxes, exceed the “Ceiling”, this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. The Ceiling Tests did not result in an impairment of our oil and natural properties at January 31, 2019 or July 31, 2018. 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. 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. |
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 and warrants 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. 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 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 January 31, 2019 and January 31, 2018, the Company had no assets or liabilities accounted for at fair value on a recurring basis. |
Recent accounting pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall with various SEC Staff Accounting Bulletins providing interpretive guidance. The guidance establishes a new five step principle-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The Company adopted the new standard on August 1, 2018 using the modified retrospective method. The adoption resulted in no changes in the timing of revenue recognition compared to the prior methodology. In February 2016 the FASB issued ASU, No. 2016-02, Leases. The ASU requires companies to recognize on the Consolidated Balance Sheet, the assets and liabilities for the rights and obligations created by leased assets. ASU No. 2016-02 will be effective for the Company on August 1, 2019, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-02 will have on the Company’s consolidated financial statements and related disclosures. 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 adoption of this update on August 1, 2018 had no impact to the consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this update as of August 1, 2018. Cash, cash equivalents, and restricted cash and cash equivalents on the Consolidated Statement of Cash Flows includes restricted cash of $50,000 and $50,000 as of January 31, 2019 and July 31, 2018. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 will become effective for the Company on August 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures. 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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of revenue | Six months ended January 31, 2019 2018 Oil sales revenue $ 224,754 $ 93,452 Gas sales revenue 1,074 33,290 Total $ 225,828 $ 126,742 Three months ended January 31, 2019 2018 Oil sales revenue $ 95,803 $ 45,746 Gas sales revenue - 10,402 Total $ 95,803 $ 56,148 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Net Loss per Share: | |
Schedule of outstanding securities that could have a dilutive effect | January 31, 2019 January 31, 2018 Convertible preferred stock 6,490,000 6,490,000 Warrants 9,100,158 4,917,551 Stock options 31,585,000 28,085,000 Total potential dilution 47,175,158 39,492,551 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | January 31, 2019 July 31, 2018 Drilling equipment $ 823,340 $ 612,000 Other equipment 42,189 252,204 865,529 864,204 Less: Accumulated depreciation (492,109 ) (429,676 ) Total property and equipment $ 373,420 $ 434,528 |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Oil and Gas Property [Abstract] | |
Schedule of oil and gas property | January 31, 2019 July 31, 2018 Unproved properties not subject to amortization $ 5,443,274 $ 3,079,492 Property costs subject to amortization 6,481,892 6,627,470 Asset retirement obligation, asset 202,460 194,615 Total cost of oil and gas properties 12,127,626 9,901,577 Less: Accumulated depletion (1,489,377 ) (1,399,096 ) Oil and gas properties, net full cost method $ 10,638,249 $ 8,502,481 |
Proceeds from oil and gas properties | Allocated to Working interest to Common stock in WWJD Well #31 Proceeds No. of Shares Value Participation % Interest Value Cash $ 1,025,000 512,500 $ 100,249 51.25 % $ 924,751 Settlement of accounts payable and accrued liabilities 25,000 12,500 2,251 1.25 % 22,749 Settlement of accrued interest payable, related party 50,000 25,000 5,000 2.50 % 45,000 Settlement of notes payable, related parties 160,000 80,000 18,900 8.00 % 141,100 Totals $ 1,260,000 630,000 $ 126,400 63.00 % $ 1,133,600 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of principal maturities for the two loan agreements and the credit facility outstanding | Principal Maturities Year ending October 31, Jed Miesner Petro Pro, Ltd. JLM Strategic Investments, LP Total 2019 $ 310,995 $ 176,337 $ 41,170 $ 528,502 2020 67,272 38,144 - 105,416 2021 72,655 41,196 - 113,851 2022 78,467 44,492 - 122,959 2023 84,744 48,051 - 132,795 Subsequent years 1,325,867 751,780 - 2,077,647 $ 1,940,000 $ 1,100,000 $ 41,170 $ 3,081,170 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligation | Balance, July 31, 2018 $ 258,575 Asset retirement obligation incurred 7,845 Accretion expense 6,958 Balance, January 31, 2019 $ 273,378 Balance, July 31, 2017 $ 183,397 Asset retirement obligation incurred 65,729 Accretion expense 9,449 Balance, January 31, 2018 $ 258,575 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Warrant transaction for the three months ended January 31, 2019 and 2018 are summarized as follows: Six Months ended January 31, 2019 2018 Outstanding warrants - beginning 6,280,633 2,674,576 Issued 2,819,525 2,242,975 Exercised - - Expired - - Outstanding warrants - ending 9,100,158 4,917,551 The weighted average fair value of warrants and the key assumptions used in the Black-Scholes valuation model to calculate the fair value, are as follows: 2019 Weighted average fair value $0.23 to $0.40 Exercise price $0.23 to $0.40 Risk-free interest rate 2.43% - 3.05% Expected volatility of common stock 157% - 168% Dividend yield 0.00% Expected term of warrant Five to Six Years 2018 Weighted average fair value $0.27 Exercise price $0.40 Risk-free interest rate 1.55% Expected volatility of common stock 176.70% Dividend yield 0.00% Expected term of warrant Four Years The Company’s outstanding warrants at January 31, 2019 are detailed as follows: Number Expiration Year of Warrants Exercise Price 2020 1,200,000 $0.50 2021 1,858,332 $0.40 to $1.00 2022 310,000 $0.40 to $0.60 2023 646,625 $0.23 to $0.74 2024 5,085,201 $0.34 to $0.40 9,100,158 |
Schedule of stock option outstanding | Option activity for the six months ending January 31, 2019 and 2018 is summarized as follows: 2019 2018 Options Exercise price Options Exercise Price Beginning balance, outstanding 28,085,000 - Granted 3,500,000 $ 0.30 28,085,000 $ 0.40 Exercised - - Forfeited or rescinded - - Balance outstanding, ending 31,585,000 28,085,000 The Company has estimated the fair value of all stock option grants using the Black-Scholes model with the following information and range of assumptions: For the six months ended January 31, 2019 January 31, 2018 Weighted average fair value $0.17 to $0.21 $0.24 to $0.27 Options issued 3,500,000 28,085,000 Exercise Price $0.30 $0.40 Expected volatility 157% to 167% 175% to 200% Term Three to Five Years Four to Five years Risk-free rate 2.43% to 2.95% 1.57% to 1.74% The following is a summary of the Company’s outstanding stock options as of January 31, 2019: Number Expiration Year of Options Exercise Price 2021 2,100,000 $0.30 to $0.40 2022 27,885,000 $0.30 to $0.40 2023 1,300,000 $0.30 2024 300,000 $0.30 31,585,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Accounting Policies [Abstract] | ||||
Oil sales | $ 95,803 | $ 45,746 | $ 224,754 | $ 93,452 |
Gas sales | 0 | 10,402 | 1,074 | 33,290 |
Oil and gas sales | $ 95,803 | $ 56,148 | $ 225,828 | $ 126,742 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2018 | |
Accumulated deficit | $ (35,258,778) | $ (32,543,703) |
Working captial deficit | (3,391,491) | $ (786,560) |
Letter of credit | $ 50,000 | |
Minimum [Member] | ||
Useful life of property, plant and equipment | 5 years | |
Maximum [Member] | ||
Useful life of property, plant and equipment | 7 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Outstanding securities that could have a dilutive effect | 47,175,158 | 39,492,551 |
Convertible Preferred Stock [Member] | ||
Outstanding securities that could have a dilutive effect | 6,490,000 | 6,490,000 |
Warrant [Member] | ||
Outstanding securities that could have a dilutive effect | 9,100,158 | 4,917,551 |
Stock Option [Member] | ||
Outstanding securities that could have a dilutive effect | 31,585,000 | 28,085,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2019 | Jul. 31, 2018 |
Property and equipment, gross | $ 865,529 | $ 864,204 |
Less: accumulated depreciation | (492,109) | (429,676) |
Property and equipment, net | 373,420 | 434,528 |
Drilling Equipment [Member] | ||
Property and equipment, gross | 823,340 | 612,000 |
Other Equipment [Member] | ||
Property and equipment, gross | $ 42,189 | $ 252,204 |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) | Jan. 31, 2019 | Jul. 31, 2018 |
Oil and Gas Property [Abstract] | ||
Unproved properties not subject to amortization | $ 5,443,274 | $ 3,079,492 |
Property costs subject to amortization | 6,481,892 | 6,627,470 |
Asset retirement obligation, asset | 202,460 | 194,615 |
Total cost of oil and gas properties | 12,127,626 | 9,901,577 |
Less: accumulated depletion | (1,489,377) | (1,399,096) |
Oil and gas properties, net full cost method | $ 10,638,249 | $ 8,502,481 |
OIL AND GAS PROPERTIES (Detai_2
OIL AND GAS PROPERTIES (Details Narrative) | 6 Months Ended |
Jan. 31, 2019Number | |
Oil and Gas Property [Abstract] | |
Number of producing wells | 24 |
Number of non-producing wells | 2 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Jan. 31, 2019USD ($) |
2019 | $ 528,502 |
2020 | 105,416 |
2021 | 113,851 |
2022 | 122,959 |
2023 | 132,795 |
Subsequent years | 2,077,647 |
Total | 3,081,170 |
Jed Miesner [Member] | |
2019 | 310,995 |
2020 | 67,272 |
2021 | 72,655 |
2022 | 78,467 |
2023 | 84,744 |
Subsequent years | 1,325,867 |
Total | 1,940,000 |
Petro Pro, Ltd. [Member] | |
2019 | 176,337 |
2020 | 38,144 |
2021 | 41,196 |
2022 | 44,492 |
2023 | 48,051 |
Subsequent years | 751,780 |
Total | 1,100,000 |
JLM Strategic Investments, LP [Member] | |
2019 | 41,170 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Subsequent years | 0 |
Total | $ 41,170 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Debt Disclosure [Abstract] | |||
Unpaid interest on related party convertible debt | $ 444,000 | $ 400,805 | |
Related party interest expense | 93,195 | $ 93,195 | |
Promissory notes payable, related parties discount | 14,066 | ||
Promissory notes payable discount | $ 418,645 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Beginning balance | $ 258,575 | $ 183,397 |
Asset retirement obligation incurred | 7,845 | 65,729 |
Accretion expense | 6,958 | 4,725 |
Ending balance | $ 273,378 | $ 258,575 |
ASSET RETIREMENT OBLIGATIONS _2
ASSET RETIREMENT OBLIGATIONS (Details 1) | 6 Months Ended |
Jan. 31, 2019USD ($)shares | |
Proceeds from offering of working interest | $ 1,260,000 |
Number of shares | shares | 630,000 |
Value | $ 126,400 |
Participation % interest | 63.00% |
Value of working interest | $ 1,133,600 |
Cash | |
Proceeds from offering of working interest | $ 1,025,000 |
Number of shares | shares | 512,500 |
Value | $ 100,249 |
Participation % interest | 51.25% |
Value of working interest | $ 924,751 |
Settlement of accounts payable and accrued liabilities | |
Proceeds from offering of working interest | $ 25,000 |
Number of shares | shares | 12,500 |
Value | $ 2,251 |
Participation % interest | 1.25% |
Value of working interest | $ 22,749 |
Settlement of accrued interest payable, related party | |
Proceeds from offering of working interest | $ 50,000 |
Number of shares | shares | 25,000 |
Value | $ 5,000 |
Participation % interest | 2.50% |
Value of working interest | $ 45,000 |
Settlement of notes payable, related party | |
Proceeds from offering of working interest | $ 160,000 |
Number of shares | shares | 80,000 |
Value | $ 18,900 |
Participation % interest | 8.00% |
Value of working interest | $ 141,100 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Warrant [Member] - shares | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Warrant Outstanding | ||
Outstanding, beginning | 6,280,633 | 2,674,576 |
Issued | 2,819,525 | 2,242,975 |
Exercised | 0 | 0 |
Expired | 0 | 0 |
Outstanding, ending | 9,100,158 | 4,917,551 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Warrant [Member] - $ / shares | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Weighted average fair value | $ .27 | |
Exercise price | $ .40 | |
Risk-free interest rate | 1.55% | |
Expected volatility of common stock | 176.70% | |
Dividend yield | 0.00% | 0.00% |
Expected term of warrant | 4 years | |
Minimum [Member] | ||
Weighted average fair value | $ .23 | |
Exercise price | $ .23 | |
Risk-free interest rate | 2.43% | |
Expected volatility of common stock | 157.00% | |
Expected term of warrant | 5 years | |
Maximum [Member] | ||
Weighted average fair value | $ .40 | |
Exercise price | $ .40 | |
Risk-free interest rate | 3.05% | |
Expected volatility of common stock | 168.00% | |
Expected term of warrant | 6 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] | Jan. 31, 2019$ / sharesshares |
Number of warrants | shares | 9,100,158 |
2020 [Member] | |
Number of warrants | shares | 1,200,000 |
Exercise price | $ .50 |
2021 [Member] | |
Number of warrants | shares | 1,858,332 |
2021 [Member] | Minimum [Member] | |
Exercise price | $ .40 |
2021 [Member] | Maximum [Member] | |
Exercise price | $ 1 |
2022 [Member] | |
Number of warrants | shares | 310,000 |
2022 [Member] | Minimum [Member] | |
Exercise price | $ .40 |
2022 [Member] | Maximum [Member] | |
Exercise price | $ .60 |
2023 [Member] | |
Number of warrants | shares | 646,625 |
2023 [Member] | Minimum [Member] | |
Exercise price | $ .23 |
2023 [Member] | Maximum [Member] | |
Exercise price | $ .74 |
2024 [Member] | |
Number of warrants | shares | 5,085,201 |
2024 [Member] | Minimum [Member] | |
Exercise price | $ .34 |
2024 [Member] | Maximum [Member] | |
Exercise price | $ .40 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Stock Option [Member] - $ / shares | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Stock Option Outstanding | ||
Outstanding, beginning | 28,085,000 | 0 |
Granted | 3,500,000 | 28,085,000 |
Exercised | 0 | 0 |
Forfeited or rescinded | 0 | 0 |
Outstanding, ending | 31,585,000 | 28,085,000 |
Stock Option Excerise Price | ||
Outstanding, beginning | $ .00 | $ .00 |
Granted | .30 | .40 |
Exercised | .00 | .00 |
Forfeited or rescinded | .00 | .00 |
Outstanding, ending | $ .00 | $ .00 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Stock Option [Member] - $ / shares | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Options issued | 3,500,000 | 28,085,000 |
Exercise price | $ .30 | $ .40 |
Minimum [Member] | ||
Weighted average fair value | $ .17 | $ .24 |
Expected volatility | 157.00% | 175.00% |
Term | 3 years | 4 years |
Risk-free rate | 2.43% | 1.57% |
Maximum [Member] | ||
Weighted average fair value | $ .21 | $ .27 |
Expected volatility | 167.00% | 200.00% |
Term | 5 years | 5 years |
Risk-free rate | 2.95% | 1.74% |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - Stock Option [Member] | Jan. 31, 2019$ / sharesshares |
Number of options | shares | 31,585,000 |
2021 [Member] | |
Number of options | shares | 2,100,000 |
2021 [Member] | Minimum [Member] | |
Exercise price | $ .30 |
2021 [Member] | Maximum [Member] | |
Exercise price | $ .40 |
2022 [Member] | |
Number of options | shares | 27,885,000 |
2022 [Member] | Minimum [Member] | |
Exercise price | $ .30 |
2022 [Member] | Maximum [Member] | |
Exercise price | $ .40 |
2023 [Member] | |
Number of options | shares | 1,300,000 |
Exercise price | $ .30 |
2024 [Member] | |
Number of options | shares | 300,000 |
Exercise price | $ .30 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Jan. 31, 2019 | Jul. 31, 2018 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 9,000 | 9,000 |
Preferred stock, liquidation preference per share | $ 100 | $ 100 |
Preferred stock, liquidation preference | $ 900,000 | $ 900,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 50,000 | 50,000 |
Preferred stock, liquidation preference per share | $ 100 | $ 100 |
Preferred stock, liquidation preference | $ 5,000,000 | $ 5,000,000 |