Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | Jun. 08, 2015 | Aug. 31, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | Falconridge Oil Technologies Corp. | ||
Entity Trading Symbol | FROT | ||
Document Type | 10-K | ||
Document Period End Date | 28-Feb-15 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1401859 | ||
Current Fiscal Year End Date | -26 | ||
Entity Common Stock, Shares Outstanding | 53,998,116 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Current | ||
Cash | $233,551 | $26,797 |
Accounts receivable | 2,714 | 11,880 |
Prepaid and other current assets | 107,782 | 0 |
Total current assets | 344,047 | 38,677 |
Property & equipment net of accumulated depreciation of $3,436 (2014 - $2,630) | 2,809 | 5,080 |
Oil and gas properties net of accumulated depletion of $30,712 (2014 - $24,464) | 72,322 | 91,896 |
Unproved oil and gas properties | 0 | 260,353 |
Total assets | 419,178 | 396,006 |
Current | ||
Accounts payable | 125,389 | 124,519 |
Accounts payable related parties | 133,421 | 0 |
Accrued liabilities | 52,948 | 47,482 |
Loans payable - related parties | 1,192,275 | 1,321,090 |
Derivative liability | 369,344 | 0 |
Loan payable | 70,000 | 70,000 |
Convertible notes payable, net of debt discount of $335,076 | 38,674 | 0 |
Total current liabilities | 1,982,051 | 1,563,091 |
Total liabilities | 1,982,051 | 1,563,091 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock $0.001 par value, 450,000,000 shares authorized Nil shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 450,000,000 shares authorized; 49,130,616 and 49,016,667shares issued and outstanding as of February 28, 2015 and February 28, 2014 | 49,131 | 49,017 |
Additional paid in capital | 320,969 | 270,661 |
Deficit | -2,166,283 | -1,603,763 |
Accumulated other comprehensive income | 233,310 | 117,000 |
Total stockholders' deficit | -1,562,873 | -1,167,085 |
Total liabilities and stockholders' deficit | $419,178 | $396,006 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Balance Sheets Parentheticals | ||
Accumulated depreciation on Property and equipment | $3,436 | $2,630 |
Accumulated depletion of Oil and gas producing properties | $30,712 | $24,464 |
Common stock, par or stated value | $0.00 | $0.00 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 49,130,616 | 49,016,667 |
Common stock, shares outstanding | 49,130,616 | 49,016,667 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Operating income | ||
Oil & gas revenue | $11,733 | $19,029 |
Expenses | ||
General and administrative | 265,284 | 461,558 |
Depreciation, amortization and depletion | 11,570 | 16,478 |
Impairment of oil and gas properties | 244,807 | 0 |
Gain on disposal of capital assets | 0 | -3,428 |
Total operating expense | 521,661 | 474,608 |
Other income (expense) | -509,928 | -455,579 |
Interest expense | -18,324 | -1,897 |
Loss on derivative liability | -34,268 | 0 |
Net Loss | -562,520 | -457,476 |
Loss per common share - Basic and diluted | ($0.01) | ($0.01) |
Weighted average number of common shares outstanding | 49,016,667 | 48,772,222 |
Comprehensive income (loss) | ||
Net Loss | -562,520 | -457,476 |
Currency translation adjustment | 116,310 | 117,000 |
Total comprehensive income (loss) | ($446,210) | ($340,476) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Common Stock Shares | Common Stock Amount | Additional Paid in Capital | Accumulated Deficit | Total Comprehensive Income (loss) | Accumulated Stockholders' Deficit |
Balances, at Feb. 28, 2013 | 29,250,000 | 29,250 | -29,150 | -1,146,287 | 0 | -1,146,187 |
Shares issued to acquire | ||||||
Falconridge Oil Technologies Corp. | 19,500,000 | 19,500 | -99,922 | 0 | 0 | -80,422 |
Common stock issued | 266,667 | 267 | 399,733 | 0 | 0 | 400,000 |
Currency translation adjustment | $0 | $0 | $0 | $0 | $117,000 | $117,000 |
Net loss | 0 | 0 | 0 | -457,476 | 0 | -457,476 |
Balances, at Feb. 28, 2014 | 49,016,667 | 49,017 | 270,661 | -1,603,763 | 117,000 | -1,167,085 |
Shares issued to acquire | ||||||
Common stock issued | 113,949 | 114 | 50,308 | 0 | 0 | 50,422 |
Currency translation adjustment | 0 | 0 | 0 | 0 | 116,310 | 116,310 |
Net loss | $0 | $0 | $0 | ($562,520) | $0 | ($562,520) |
Balances, at Feb. 28, 2015 | 49,130,616 | 49,131 | 320,969 | -2,166,283 | 233,310 | -1,562,873 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Cash flows from operating activities | ||
Net Loss | ($562,520) | ($457,476) |
Adjustment to reconcile net loss to net cash used in operations | ||
Amortization debt discount | 16,226 | 0 |
Depreciation, amortization and depletion | 11,570 | 16,478 |
Impairment of oil and gas property | 244,807 | -3,428 |
Change in fair value of derivative liability | 34,268 | 0 |
Changes in working capital | ||
Accounts receivable | 9,166 | 20,637 |
Accounts payable and accrued liabilities | -46,964 | 33,050 |
Prepaid and other current assets | -10,891 | 0 |
Accounts payable - related parties | 133,421 | 0 |
Net cash used in operating activities | -170,917 | -390,739 |
Cash flows from investing activities | ||
Investment in oil and gas property | 0 | -208,960 |
Cash received on acquisition | 0 | 16,455 |
Net cash used in investing activities | 0 | -192,505 |
Cash flows from financing activities | ||
Convertible notes payable | 358,750 | 0 |
Advances from related party | 22,000 | 184,613 |
Financing fees paid | -27,900 | 0 |
Common stock issued | 0 | 400,000 |
Net cash from financing activities | 352,850 | 584,613 |
Effect of foreign currency | 24,821 | 22,053 |
Net change in cash | 206,754 | 23,422 |
Cash, beginning of period | 26,797 | 3,375 |
Cash, end of period | 233,551 | 26,797 |
Cash paid during the year for income taxes | 0 | 0 |
Cash paid during the year for interest | 0 | 0 |
Non-cash investing and financing disclosures: | ||
Acquisition of Falconridge Oil Technologies | 116,378 | |
Capital lease obligation payments made by related party | 4,800 | |
Capital lease obligation released by shareholders | 41,684 | |
Oil and Gas additions in accounts payable | 17,039 | 80,393 |
Deferred financing costs via shares of common stock | 61,422 | |
Deferred financing cost via share liability | 11,000 | |
Addition of derivative liability/debt discount | $336,302 |
Incorporation_and_nature_of_op
Incorporation and nature of operations | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Incorporation and nature of operations | |||||
Incorporation and nature of operations | 1. Incorporation and nature of operations | ||||
Falconridge Oil Technologies Corp. (“the Company”) was incorporated on May 30, 2007 under the name Ameriwest Minerals Corp. on December 23, 2010, the Company changed its name to Ameriwest Petroleum Corp. by way of a merger with its wholly-owned subsidiary, Ameriwest Petroleum Corp., which was formed solely for the change of name. | |||||
Effective July 2, 2013, in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), the Company changed its name from "Ameriwest Petroleum Corp." to "Falconridge Oil Technologies Corp." by way of a merger with its wholly-owned subsidiary Falconridge Oil Technologies Corp., which was formed solely for the change of name. | |||||
The name change became effective with the OTCBB at the opening of trading on July 2, 2013 under the symbol "FROT". On July 2, 2103, the Company's stock symbol changed from "AWSS" to "FROT" to better reflect the new name of the Company. | |||||
The Company is an oil and gas technology company that specializes in identifying and accessing additional petroleum reserves that are usually left in the ground. The Company's value proposition is extracting new resources from wells that have been assessed as uneconomic. Most of the Company's projects will evolve depleted or low producing assets. Assets are stimulated utilizing Terra Slicing Technology ("TST") for maximum effectiveness and productivity, essentially revitalizing the pre-existing well and establishing a flow rate with a significant percentage of its initial production. Alternatively, TST may be utilized as part of a workover project or procedure. | |||||
Financial organization | |||||
On August, 2, 2013, the Company entered into a share exchange agreement with Falconridge Oil Ltd. (hereby referred to as “Falconridge Ontario”) whereby the Company consummated its acquisition of Falconridge Ontario by issuance of 29,250,000 shares of our common stock to the shareholders of Falconridge Ontario in exchange for 100 Falconridge Ontario shares. | |||||
Assets acquired, liabilities assumed and purchase consideration are as follows: | |||||
Cash | $ | 16,455 | |||
Other assets | - | ||||
Liabilities assumed | (96,877 | ) | |||
Net liability charged to stockholders' deficit | $ | (80,422 | ) | ||
Further, pursuant to our share exchange agreement with Falconridge Ontario we are to provide: | |||||
a) a financing of debt or equity for $1,100,000, which is to close no later than 150 days from the closing of the share exchange and on mutually agreeable terms; | |||||
b) complete a private placement in the aggregate of $400,000 at $1.50 per share (for the purposes of furthering the business of Falconridge Ontario); and | |||||
c) complete an equity financing (the “EQUITY FINANCING”), using our commercially best efforts, of up to $6,000,000 for 4,000,000 units (each, a “UNIT”) at a price of no less than $1.50 per Unit. Each unit will consist of one common share in our capital stock and one-half of one whole warrant (each one whole warrant, a “FINANCING WARRANT”). Each Financing Warrant shall be exercisable into one share of our common stock at a price of no less than $3.00 per share for a period of 24 months from the date of issuance of the Financing Warrants. As a term to the Equity Financing, any party, who is successful in raising funds, with respect to the Equity Financing, from a private investor shall earn a cash commission of 7% and a commission of 5% payable in warrants (each, a “Commission Warrant”). Each Commission Warrant shall have the same terms as the Financing Warrants. If we are unable to complete the Equity Financing, then we may offer to Falconridge Ontario to complete a financing of up to $6,000,000 that may include debt, preferred shares of our company or a combination of the foregoing | |||||
Additionally, although we agreed to complete the above financings, where we are unable to complete any of the financings in the agreement, there will not be any real consequences on the parties of the agreement. The value of the agreement to provide such financings is the use commercially best efforts to fulfill the financings and demonstrating the need for financings to occur for our business to be successful. | |||||
The Company has not completed any of the above commitments to Falconridge Ontario. | |||||
The share exchange transaction is sometimes referred to hereafter as the “reverse-merger acquisition”. The share exchange transaction has been accounted for as a recapitalization of the Company, where the Company (the legal acquirer) is considered the accounting acquiree and Falconridge Ontario (the acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Falconridge Ontario. | |||||
Accordingly, the accompanying consolidated financial statements are those of the accounting acquirer, Falconridge Ontario. The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented. See also Note 2 – Summary of Significant Accounting Policies for the Company’s policy on capitalisation of long-lived assets. | |||||
In connection with the share exchange agreement, we adopted a stock option plan on August 2, 2013 to issue options to purchase up to 10% of the issued and outstanding of our capital stock when the share exchange closed, being 4,875,000 shares (the "Option"), to our board members and management , at an exercise price of $1.50 per share or higher. When the Options are granted, they vest quarterly over two years from the date of grant and shall expire 24 months from vesting. No options have been issued under the plan to date. | |||||
Summary_of_significant_account
Summary of significant accounting policies | 12 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Summary of significant accounting policies | |||||||||||||||||
Summary of significant accounting policies | 2. Summary of significant accounting policies | ||||||||||||||||
Basis of presentation | |||||||||||||||||
The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||||||
Principles of consolidation | |||||||||||||||||
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company balances, transactions and cash flows are eliminated on consolidation. | |||||||||||||||||
Mergers and acquisitions | |||||||||||||||||
In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the merger or acquisition at their respective fair values with limited exceptions. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of the merger or acquisition. If the Company determines the assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction will be accounted for as an acquisition of assets rather than a business combination and, therefore, no goodwill will be recorded. | |||||||||||||||||
Use of estimates | |||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Cash equivalents | |||||||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | |||||||||||||||||
Allowance for doubtful accounts | |||||||||||||||||
The Company evaluates its accounts receivables for collectability and establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. As of February 28, 2015 and 2014, no allowance for doubtful accounts was recorded. | |||||||||||||||||
Oil and gas operations | |||||||||||||||||
The Company applies the successful efforts method of accounting for oil and gas properties. Under the successful efforts method exploration costs such as exploratory geological and geophysical costs, delay rentals and exploration overhead are charged against earnings as incurred. Acquisition costs and costs of drilling exploratory wells are capitalized pending determination of whether proved reserves can be attributed to the area as a result of drilling the well. If management determines that commercial quantities of hydrocarbons have not been discovered, capitalized costs associated with exploratory wells are charged to exploration expense. A acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proved oil and gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment based on the Company's current exploration plans and a valuation allowance is provided if impairment is indicated. During the year the Company determined that the attempt to revive the Sabanero well was not successful and the well was impaired. During the year ended February 28, 2015, the Company wrote off $244,807 being the costs expended on the well as the well was only pumping water and neither the operator nor the Company were prepared to invest any further into the well. | |||||||||||||||||
Proved oil & gas property impairment | |||||||||||||||||
When circumstances that an asset may be impaired, the Company compares expected undiscounted future cash flows at the field level to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on the Company's estimate of future natural gas and oil prices and anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is calculated by discounting the future cash flows at an appropriate risk- adjusted discount rate. During the years ended February 28, 2015 and February 28, 2014, the Company did not have any impairment on its proved properties. | |||||||||||||||||
Property and equipment | |||||||||||||||||
Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Depreciation expense for the years ended February 28, 2015 and 2014 was $189 and $6,321 respectively. | |||||||||||||||||
Depletion and amortization | |||||||||||||||||
Leasehold costs of producing properties are depleted using the unit-of-production method based on estimated proved oil and gas reserves. Amortization of intangible development costs is based on the unit-of-production method using estimated proved developed oil and gas reserves. Depletion expense for the years ended February 28, 2015 and 2014 was $11,381 and $10,239, respectively. | |||||||||||||||||
Asset retirement obligations | |||||||||||||||||
The Company follows ASC 410 of the FASB Accounting Standards Codification which requires entities to record the fair value of a liability for legal obligations associated with the retirement obligations of tangible long-lived assets in the period in which it is incurred. This standard requires the Company to record a liability for the fair value of the dismantlement and plugging and abandonment costs excluding salvage values. When the liability is initially recorded, the entity increases the carrying amount of the related long-lived asset. Over time, accretion of the liability is recognized each period and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. During 2015 and 2014, the Company has not recorded any asset retirement obligations. | |||||||||||||||||
Impairment of long-lived assets | |||||||||||||||||
The Company follows paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||||||||||
Impairment of long-lived assets | |||||||||||||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. As of February 28, 2015 and 2014, no impairment was recorded. | |||||||||||||||||
Fair value of financial instruments | |||||||||||||||||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: | |||||||||||||||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||||||||||||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||||||||||||||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||||||||||||||||
The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable, and accrued expenses, approximate their fair values because of the short maturity of these instruments. | |||||||||||||||||
The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the valuation hierarchy. | |||||||||||||||||
The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2015. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Gains/(Losses) | ||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 369,344 | $ | (34,268 | ) | ||||||||
The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2014. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Gains/(Losses) | ||||||||||||||
Derivatives liabilities | $ | - | $ | - | $ | - | $ | - | |||||||||
As of February 28, 2015 the Company had a derivative liability amount of $369,344 (2014 - $Nil) which was classified as a Level 3 financial instrument, and a loss on change in fair value of derivative liabilities of $34,268 (2014 - $Nil). | |||||||||||||||||
Revenue recognition | |||||||||||||||||
The Company follows the guidance of paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||||||||||
Under the royalty agreements obtained as part of the Service and Gross Overriding Royalty Agreements, the Company recognizes revenue when production occurs. The royalty income is calculated monthly and the Company recognizes royalty income as production is reported by well. | |||||||||||||||||
Under the Success Fees obtained as part of the Service and Gross Overriding Royalty Agreements, the Company recognizes revenue when the success fees are earned as defined by the agreements | |||||||||||||||||
Stock-based compensation for obtaining employee services | |||||||||||||||||
The Company accounted for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of paragraph 718-10-30-3 of the FASB Accounting Standards Codification using the modified prospective method for transactions in which the Company obtains employee services in share-based payment transactions. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. | |||||||||||||||||
The fair value of options, if any, is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||||||||
- | The Company uses historical data to estimate employee termination behaviour. The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding. | ||||||||||||||||
- | The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options. | ||||||||||||||||
- | The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. | ||||||||||||||||
- | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option. | ||||||||||||||||
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, if any. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. | |||||||||||||||||
Equity instruments issued to parties other than employees for acquiring goods or services | |||||||||||||||||
The Company accounted for instruments issued to parties other than employees for acquiring goods or services under the recognition and measurement principles of the fair value recognition provisions of section 505-50-30 of the FASB Accounting Standards Codification. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. | |||||||||||||||||
The fair value of the warrants is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||||||||
- | The expected life of warrants granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the warrants are expected to be outstanding. | ||||||||||||||||
- | The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the warrants. | ||||||||||||||||
- | The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the warrants. | ||||||||||||||||
- | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the warrants. | ||||||||||||||||
Income taxes | |||||||||||||||||
The Company accounts for income taxes under paragraph 710-10-30-2 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |||||||||||||||||
Net loss per common share | |||||||||||||||||
Net loss per common share is computed pursuant to paragraph 260-10-45-10 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period to reflect the potential dilution that could occur from common shares issuable through stock warrants. | |||||||||||||||||
Commitments and contingencies | |||||||||||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |||||||||||||||||
Recently issued accounting pronouncements | |||||||||||||||||
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. | |||||||||||||||||
Going_Concern
Going Concern | 12 Months Ended |
Feb. 28, 2015 | |
Going Concern | |
Going Concern | 3. Going concern |
As shown in the accompanying financial statements, we have incurred net losses of $562,520 and $457,476 for the years ended February 28, 2015 and 2014, respectively. In addition, we have an accumulated deficit of $2,166,283 and a working capital deficit of $1,638,004 as of February 28, 2015. These conditions arise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. | |
Loans_Payable_related_parties
Loans Payable - related parties | 12 Months Ended |
Feb. 28, 2015 | |
Loans Payable - related parties | |
Loans Payable - related parties | 4. Loans Payable - related parties |
First World Trade Corporation (“FWT”) is a company controlled by a shareholder of the Company. As at February 28, 2015, FWT has advanced the Company $1,160,000 (2014 - $1,439,862) to fund operating costs and shared expenses, the loan is non-interest bearing and without specific terms of repayment. During 2015, Jeremy Yaseniuk, a shareholder of the company, advanced the company $22,000. The loan is non-interest bearing and without specific terms of repayment. William Muran, a shareholder of the Company, advanced the Company $10,274 (2014 - $10,274). The loan is non-interest bearing and without specific terms of repayment. | |
As of February 28, 2015 and 2014, the Company owed accounts payables to related parties of $133,421 and $0, respectively. | |
Loan_payable
Loan payable | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Loan payable {1} | |||||||||
Loan payable | 5. Loan payable | ||||||||
2015 | 2014 | ||||||||
Loans payable bears interest at 6% per annum and was due December 31, 2013 | $ | 70,000 | $ | 70,000 |
Convertible_notes_payable
Convertible notes payable | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Convertible notes payable: | |||||
Convertible notes payable | 6. Convertible notes payable | ||||
During 2015, the Company issued the following convertible notes payable. | |||||
The Company has determined that it needs to account for each of the Convertible Notes Payable issued as derivative liabilities and apply the provisions of ASC 815. | |||||
Quezon Group LLC $25,000 bearing interest at 10% per annum and matures December 28, 2015. The note may be prepaid in whole or in part without penalty and is convertible into common shares at 100% of the closing price on the date of notice of conversion. The Company received $25,000 on issuance. The Company recorded a debt discount related to the day 1 fair value of the derivative liability of $2,552. | |||||
Union Capital LLC $52,500 bearing interest at 8% per annum and matures February 3, 2016. The note may be prepaid up to 180 days from the date of issue with a prepayment penalty from 118% to 148% depending on date of prepayment and is Convertible into common shares at 65% of the average of the two lowest trading prices for the 20 days prior to giving notice of conversion. The Company received $50,000 on issuance net of issuance fee of $2,500. The Company recorded a debt discount related to the day 1 fair value of the derivative liability of $52,500 | |||||
LG Capital Funding LLC $78,750 bearing interest at 8% per annum and matures February 11, 2016. The note may be prepaid up to 180 days from the date of issue with a prepayment penalty from 118% to 148% depending on date of prepayment and is Convertible into common shares at 65% of the average of the two lowest trading prices for the 20 days prior to giving notice of conversion. The Company received $75,000 on issuance net of issuance fee of $3,750. The Company recorded a debt discount related to the day 1 fair value of the derivative liability of $78,750. | |||||
Adar Bays LLC $52,500 bearing interest at 8% per annum and matures February 3, 2016. The note may be prepaid up to 180 days from the date of issue with a prepayment penalty from 118% to 148% depending on date of prepayment and is Convertible into common shares at 65% of the average of the two lowest trading prices for the 20 days prior to giving notice of conversion. The Company received $50,000 on issuance net of issuance fee of $2,500. The Company recorded a debt discount related to the day 1 fair value of the derivative liability of $52,500. | |||||
Iconic Holdings LLC $165,000 bearing interest at 8% per annum and matures February 17, 2016. The note may be prepaid up to 180 days from the date of issue with a prepayment of 135% depending on date of prepayment and is Convertible into common shares at 60% of the average of the two lowest trading prices for the 20 days prior to giving notice of conversion. The Company received $150,000 on issuance net of original issue discount of $15,000. The Company recorded a debt discount related to the day 1 fair value of the derivative liability and the original issue discount of of $165,000. | |||||
The Company recorded amortization of debt discount expense of $16,226 during the year for these notes. | |||||
A summary of the activity of Convertible Notes payable is shown below. | |||||
Total convertible notes | $ | 373,750 | |||
Discount on notes from derivative liability | (336,302 | ) | |||
Original issue discount | (15,000 | ) | |||
Amortization of discount | 16,226 | ||||
Net convertible notes | $ | 38,674 |
Derivative_liabilities
Derivative liabilities | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Derivative liabilities | |||||||||
Derivative liabilities | 7. Derivative liabilities | ||||||||
The Company has determined that it needs to account for the Convertible Notes Payable issued as derivative liabilities and apply the provisions of ASC 815. | |||||||||
The Company records the fair value of the of the conversion price of the convertible notes disclosed in Note 6 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended February 28, 2015, the Company recorded a loss on the change in fair value of derivative liability of $34,268 (2014 - $Nil). At February 28, 2015 the Company recorded a derivative liability of $369,344 (2014 - $Nil). | |||||||||
For the lattice options pricing model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. The Convertible Note derivatives were valued as of inception and as of February 28, 2015. The following assumptions were used for the valuation of the derivative liability related to the Notes: | |||||||||
The stock price (decreasing from $1.11 to $0.15 in this period which significantly increased the liability) would fluctuate with the Company’s projected volatility; | |||||||||
An event of default for the Convertible Note would occur 0% of the time, increasing 1.00% per month to a maximum of 10%; | |||||||||
Alternative financing for the Convertible Notes would be initially available to redeem the note 0% of the time and increase monthly by 2% to a maximum of 10%; | |||||||||
The monthly trading volume would average $7,257,163 to $5,399,150 and increase at 1% per month; | |||||||||
The variable conversion prices ranging from 60% to 65% of the trading prices over 20 trading days (Quezon note converts at 100% of the trading price) have effective discount rates of 52.35% to 47.44% and 1.22%; | |||||||||
The Note Holders would automatically convert the notes with variable conversion prices if the registration was effective and the company not in default; | |||||||||
A summary of the activity of loss on derivative liability for the year ended February 28, 2015 is shown below: | |||||||||
Day 1 loss on derivative liability | $ | 61,749 | |||||||
Unrealized gain on mark-to-market of derivate liability | (27,481 | ) | |||||||
Loss on derivate liability | $ | 34,268 | |||||||
The projected annual volatility for each valuation period was based on the historical volatility of the company; | |||||||||
1 year | |||||||||
12/29/14 | 149 | % | |||||||
2/3/15 | 144 | % | |||||||
2/11/15 | 136 | % | |||||||
2/17/15 | 136 | % | |||||||
2/28/15 | 136 | % | |||||||
A summary of the activity of the derivative liability is shown below: | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | - | $ | - | |||||
Derivative liabilities recorded | 396,825 | - | |||||||
Unrealized gain attributable to the change in liabilities | |||||||||
still held | (27,481 | ) | - | ||||||
Ending balance | $ | 369,344 | $ | - |
Stockholders_equity
Stockholders' equity | 12 Months Ended |
Feb. 28, 2015 | |
Stockholders' equity | |
Stockholders' equity | 8. Stockholders' equity |
Preferred stock | |
On January 23, 2015, the Company amended its authorized capital to include 450,000,000 preferred stock with par value of $0.001. On February 20, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 10,000,000 shares of our preferred stock as Series A Preferred Stock, which series shall have certain designations and number thereof, powers, preferences, rights, qualifications, limitations and restrictions, in particular, it shall have the following voting rights: | |
Each share of Series A Preferred Stock shall entitle the holder to one (1) vote for each share of Series A Preferred Stock. In any vote or action of the holders of the Series A Preferred Stock voting together as a separate class, each share of issued and outstanding Series A Preferred Stock shall entitle the holder thereof to one vote per share. | |
The holders of Series A Preferred Stock shall vote together with the shares of Common Stock as one class. The holders of the Series A Preferred Stock shall share ratably, with the holders of common stock, in any dividends that may, from time to time may be declared by the board of directors. The holders of the Series A Preferred Stock shall rank pari passu with the holders of common stock in respect of all rights in liquidation, dissolution or winding up with all of said assets being distributed among the holders of the Series A Preferred Stock and other classes of stock ranking pari passu with the Series A Preferred Stock. The holders of the Series A Preferred Stock shall have the right to convert at any time all or any portion of the shares of Series A Preferred Stock held by such person into a number of fully paid and nonassessable shares of Common Stock equal to 1,000 (one thousand) shares of Common Stock for each 1 (one) share of Series A Preferred Stock being converted (the “Conversion Ratio”), provided that the Company has a sufficient number of authorized shares of Common Stock for such conversion. The Company has not issued any preferred stock. | |
Common stock | |
During the year the Company issued 113,949 shares of common stock for deferred financing costs with a fair value of $50,422. | |
As of February 28, 2015, the Company has entered into an agreement with Empire State Financial Inc. (“Empire”) whereupon the Company would compensate Empire for arranging financing for the Company with 27,500 common shares. The fair value of the common shares of $11,000 has been recorded as a stock payable liability as of February 28, 2015. The common shares were issued on March 22, 2015. | |
During fiscal 2014, the Company issued 266,667 shares of common stock at $1.50 per share for total proceeds of $400,000. | |
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | ||
Feb. 28, 2015 | |||
Commitments and contingencies | |||
Commitments and contingencies | 9. Commitments and contingencies | ||
The Company has entered into a licensing agreement with HydroSlotter Corporation of Canada (“HSC”) for the non-exclusive right to market, represent and use HSC technology in order explore and develop utilization of the HSC technology in any geographical region, country, or territory. The term of the agreement is from January 1, 2014 to December 1, 2015 and may be renewed annually by mutual consent. Revenue and expenses are shared in accordance with the terms of the agreement. | |||
On January 25, 2015, The Company entered into an equity line term sheet dated January 23, 2015 (“the Term Sheet”) with Dutchess Capital Management 11, LLC (“Dutchess”), whereupon Dutchess will provide an equity line of $25,000,000 over 36 months after a registration statement of the Company is effective to register the common shares of the Company to be purchased by Dutchess at a price of 95% of the lowest daily volume weighted average price the five consecutive trading days immediately before the drawdown by the Company that is to be drawn in the Company’s option at either a maximum of either: | |||
a: | $250,000; or | ||
b: | 200% of the average daily dollar volume using the three trading days prior to the drawdown date | ||
Pursuant to the Agreement, the Company compensated Dutchess for providing the equity line with 113,949 restricted common shares of the Company for due diligence and document preparation. | |||
The Company entered into a placement agency agreement with Empire State Financial Inc. (“Empire”) whereupon Empire would be compensated for arranging financing on a best efforts basis with 8% of any aggregate financing payable in cash and 4% of any aggregate financing payable in Common Shares of the Company. The consultant was paid fees of $13,200 during 2015 | |||
The Company entered into a placement agency agreement with Almori Advisors Inc. (“Almori”) whereupon Almori would be compensated for arranging financing on a best efforts basis with 8% of any aggregate financing payable in cash. The consultant was paid fees of $14,700 during 2015 |
Income_taxes
Income taxes | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Income taxes | |||||||||
Income taxes | 10. Income taxes | ||||||||
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2015 and 2014, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carryforward is approximately $1,719,000 at February 28, 2015, and will begin to expire in the year 2031. | |||||||||
At February 28, 2015 and 2014, deferred tax assets consisted of the following: | |||||||||
2015 | 2014 | ||||||||
Net operating losses | $ | 483,000 | $ | 488,000 | |||||
Valuation allowance | (483,000 | ) | (488,000 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2015 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent events |
On April 1, 2015, the Company adopted a 2015 Stock Plan that will provide for the granting of stock, for the issuance of up to 4,900,000 shares of common stock to eligible employees, officers, directors and consultants of the Company | |
On March 16, 2015, the Company entered into a consulting agreement with Dominic Johnny Calabrigo (“Calabrigo”). Calabrigo is to be compensated with 4,840,000 Common Shares of the Company. The agreement expires on December 25, 2015. On April 10, 2015, the Company issued 2,440,000 common shares, with a fair value of $73,200 and on May 6, 2015 the Company issued 2,400,000 common shares, with a fair value of 55,200, to Domenic Calabrigo pursuant to the consulting agreement. | |
On April 16, 2015, the Company entered into a securities purchase agreement with EMA Financial LLC (“EMA”) for funds to be provided to the Company in the aggregate amount of $100,000 with interest at a rate of 12% per annum for a period of 12 months. The Company agreed to issue to EMA a convertible promissory note for the aggregate principal sum of $100,000 with interest at a rate of 12% per annum for 12 months (“the “Note”). The Note is convertible at 60% of the lowest reported sale price of common stock of the Company in the last 20 trading days prior to notice of conversion. | |
Revision_of_Prior_Period_Finan
Revision of Prior Period Financial Statements | 12 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Revision of Prior Period Financial Statements: | |||||||||||||
Revision of Prior Period Financial Statements | 12. Revision of Prior Period Financial Statements | ||||||||||||
In connection with our review of our financial statements for prior periods and to correct the February 28, 2015 beginning balance for accumulated other comprehensive income, we identified the following item which we have revised in our 2014 financial statements: Certain assets and liabilities at February 28, 2014 should have been translated to US funds. | |||||||||||||
The Company has evaluated the effect of the revisions on all relevant periods in accordance with Staff Accounting Bulletin (“SAB”) 99 and SAB 108 and determined that the impact of the revisions on its previously filed annual financial statements for the year ended February 28, 2014 was not material. | |||||||||||||
The following balances have been revised | |||||||||||||
Amount | |||||||||||||
Originally | Revised | ||||||||||||
Reported | Change | Amount | |||||||||||
Balance sheet | |||||||||||||
Oil and gas properties | $ | 101,896 | $ | (10,000 | ) | $ | 91,896 | ||||||
Unproved oil and gas properties | 289,353 | (29,000 | ) | 260,353 | |||||||||
Total assets | 435,006 | (39,000 | ) | 396,006 | |||||||||
Accounts payable | 139,519 | (15,000 | ) | 124,519 | |||||||||
Loans payable - related parties | 1,462,090 | (141,000 | ) | 1,321,090 | |||||||||
Total current liabilities | 1,719,091 | (156,000 | ) | 1,563,091 | |||||||||
Accumulated other comprehensive income | - | 117,000 | 117,000 | ||||||||||
Total equity | (1,284,085 | ) | 117,000 | (1,167,085 | ) | ||||||||
Consolidated Statement of Cash Flows | |||||||||||||
Accounts payable | 55,103 | (22,053 | ) | 33,050 | |||||||||
Net cash used in operating activities | (368,686 | ) | (22,053 | ) | (390,739 | ) | |||||||
Effect on foreign currency | - | 22,053 | 22,053 |
Supplemental_information_on_oi
Supplemental information on oil and gas operations - unaudited | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Supplemental information on oil and gas operations | |||||||||
Supplemental information on oil and gas operations - unaudited | 13. Supplemental information on oil and gas operations | ||||||||
Results of operations from oil and gas producing activities | |||||||||
Revenue | $ | 11,733 | $ | 19,029 | |||||
Production costs | - | - | |||||||
Depletion, depreciation and amortization | 11,381 | 10,239 | |||||||
Impairment of oil and gas properties | - | - | |||||||
Income from oil and gas operations | $ | 352 | $ | 8,790 | |||||
The supplemental unaudited oil and gas reserve information that follow is presented in accordance with FASB ASC 932-235. The process of estimating quantities of proved natural gas and crude oil reserve is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reported reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. | |||||||||
The recording and reporting of proved reserve are governed by criteria established by regulations of the SEC. Those regulations define proved reserves as those estimated quantities of hydrocarbons that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved reserves are further classified as either developed or undeveloped. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods, while proved undeveloped reserves are the quantities expected to be recovered from new wells on undrilled acreage, or from an existing well where relatively major expenditures are required for recompletion. | |||||||||
Proved reserves represent estimated quantities of natural gas, crude oil and condensate that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from know reservoirs under economic and operating conditions existing at the time the estimates were made. | |||||||||
Estimates of proved reserves, future net revenue and present values of oil and gas reserves at February 28, 2015 were based on studies performed by Chapman Petroleum Engineering Ltd. and independent reservoir engineering firm. Oil and gas prices received by the Company on February 28, 2015 were used in pricing the reserves. Development and production costs were based on respective year-end costs. Future income taxes were not considered. Present value amounts were determined by applying a 10% discount factor. All of the Company's reserves are located in the Province of Saskatchewan, Canada. | |||||||||
No major discovery or other favourable or adverse event subsequent to February 28, 2015 is believed to have caused a material change in the estimates of proved reserves as of that date. Substantially all of the Company's proved reserves related to one property. | |||||||||
The following supplemental unaudited information regarding the Company's oil and gas activities is presented pursuant to the disclosure requirement of FASB ASC 932-235. | |||||||||
Estimated net proved reserves at February 28, 2015: | |||||||||
2015 | 2014 | ||||||||
Proved developed & undeveloped reserves: | |||||||||
Beginning of year | 1,967 | - | |||||||
Acquisition | - | 2,183 | |||||||
Discoveries and extensions | - | - | |||||||
Improved recovery | - | - | |||||||
Revisions of previous estimates | (491 | ) | - | ||||||
Production | (151 | ) | (216 | ) | |||||
End of year | 1,325 | 1,967 | |||||||
Developed reserves, included above: | - | - | |||||||
Beginning of year | 1,967 | 2,183 | |||||||
End of year | 1,325 | 1,967 | |||||||
Costs incurred in oil and gas producing activities for the year ended February 28, 2015 and 2014: | |||||||||
(in thousands) | |||||||||
2015 | 2014 | ||||||||
Property acquisition costs: | |||||||||
Proved | $ | - | $ | - | |||||
Unproved | 17,039 | 260,353 | |||||||
Net capitalized cost | $ | 17,039 | $ | 260,353 | |||||
Costs incurred include capitalized and expensed items. Acquisition costs include the costs of acquiring proved and unproved oil and gas properties. Exploration costs include geological and geophysical expenses, the cost of drilling and equipping development wells and building related production facilities for extracting treating, gathering and storing petroleum liquids and natural gas. | |||||||||
Summary of the changes in the standardized measures of future net cash flows are as follows: | |||||||||
Beginning of year | $ | 84,171 | $ | 103,661 | |||||
Sale of oil and gas produced | (11,733 | ) | (18,180 | ) | |||||
Acquisition of oil and gas property | - | - | |||||||
Changes in timing and other | (12,676 | ) | (1,310 | ) | |||||
$ | 59,762 | $ | 84,171 | ||||||
Amounts are computed using year-end prices and costs (adjusted only for existing contractual changes), appropriate statutory tax rates and a prescribed 10 percent discount factor. Continuation of year-end economic conditions also is assumed. The calculation is based on estimates of proved reserves, which are revised over time as new data become available. Probable or possible reserves, which may become proved in the future are not considered. The calculation also requires assumptions as to the timing of future production of proved reserves, and the timing and amount of future development, including dismantlement, and production costs. | |||||||||
While due care was taken in its preparation, we do not represent that this data is the fair value of our oil and gas properties, or a fair estimate of the present value of cash flows to be obtained from their development and production. | |||||||||
2015 | 2014 | ||||||||
Future cash flows | $ | 97,814 | $ | 152,864 | |||||
Future development costs | - | - | |||||||
Future production costs | - | - | |||||||
Future income tax expense | - | - | |||||||
Future net cash flows | - | - | |||||||
Less: 10% annual discount of estimated timing of cash flows | (38,052 | ) | (68,693 | ) | |||||
Discounted future net cash flows | $ | 59,762 | $ | 84,171 | |||||
ACCOUNTING_POLICIES_POLICIES
ACCOUNTING POLICIES (POLICIES) | 12 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
ACCOUNTING POLICIES (POLICIES): | |||||||||||||||||
Basis of presentation | Basis of presentation | ||||||||||||||||
The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||||||
Principles of consolidation | Principles of consolidation | ||||||||||||||||
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company balances, transactions and cash flows are eliminated on consolidation. | |||||||||||||||||
Mergers and acquisitions | Mergers and acquisitions | ||||||||||||||||
In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the merger or acquisition at their respective fair values with limited exceptions. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of the merger or acquisition. If the Company determines the assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction will be accounted for as an acquisition of assets rather than a business combination and, therefore, no goodwill will be recorded. | |||||||||||||||||
Use of estimates | Use of estimates | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Cash equivalents, Policy | Cash equivalents | ||||||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | |||||||||||||||||
Allowance for doubtful accounts | Allowance for doubtful accounts | ||||||||||||||||
The Company evaluates its accounts receivables for collectability and establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. As of February 28, 2015 and 2014, no allowance for doubtful accounts was recorded. | |||||||||||||||||
Oil and Gas Operations ,Policy | Oil and gas operations | ||||||||||||||||
The Company applies the successful efforts method of accounting for oil and gas properties. Under the successful efforts method exploration costs such as exploratory geological and geophysical costs, delay rentals and exploration overhead are charged against earnings as incurred. Acquisition costs and costs of drilling exploratory wells are capitalized pending determination of whether proved reserves can be attributed to the area as a result of drilling the well. If management determines that commercial quantities of hydrocarbons have not been discovered, capitalized costs associated with exploratory wells are charged to exploration expense. A acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proved oil and gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment based on the Company's current exploration plans and a valuation allowance is provided if impairment is indicated. During the year the Company determined that the attempt to revive the Sabanero well was not successful and the well was impaired. During the year ended February 28, 2015, the Company wrote off $244,807 being the costs expended on the well as the well was only pumping water and neither the operator nor the Company were prepared to invest any further into the well. | |||||||||||||||||
Proved oil & gas property impairment | Proved oil & gas property impairment | ||||||||||||||||
When circumstances that an asset may be impaired, the Company compares expected undiscounted future cash flows at the field level to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on the Company's estimate of future natural gas and oil prices and anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is calculated by discounting the future cash flows at an appropriate risk- adjusted discount rate. During the years ended February 28, 2015 and February 28, 2014, the Company did not have any impairment on its proved properties. | |||||||||||||||||
Property and equipment | Property and equipment | ||||||||||||||||
Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Depreciation expense for the years ended February 28, 2015 and 2014 was $189 and $6,321 respectively | |||||||||||||||||
Depletion and amortization,Policy | Depletion and amortization | ||||||||||||||||
Leasehold costs of producing properties are depleted using the unit-of-production method based on estimated proved oil and gas reserves. Amortization of intangible development costs is based on the unit-of-production method using estimated proved developed oil and gas reserves. Depletion expense for the years ended February 28, 2015 and 2014 was $11,381 and $10,239, respectively. | |||||||||||||||||
Asset retirement obligations | Asset retirement obligations | ||||||||||||||||
The Company follows ASC 410 of the FASB Accounting Standards Codification which requires entities to record the fair value of a liability for legal obligations associated with the retirement obligations of tangible long-lived assets in the period in which it is incurred. This standard requires the Company to record a liability for the fair value of the dismantlement and plugging and abandonment costs excluding salvage values. When the liability is initially recorded, the entity increases the carrying amount of the related long-lived asset. Over time, accretion of the liability is recognized each period and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. During 2015 and 2014, the Company has not recorded any asset retirement obligations. | |||||||||||||||||
Impairment of long-lived assets | Impairment of long-lived assets | ||||||||||||||||
The Company follows paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||||||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. As of February 28, 2015 and 2014, no impairment was recorded. | |||||||||||||||||
Fair value of financial instruments | Fair value of financial instruments | ||||||||||||||||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: | |||||||||||||||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||||||||||||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||||||||||||||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||||||||||||||||
The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable, and accrued expenses, approximate their fair values because of the short maturity of these instruments. | |||||||||||||||||
The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the valuation hierarchy. | |||||||||||||||||
The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2015. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Gains/(Losses) | ||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 369,344 | $ | (34,268 | ) | ||||||||
The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2014. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Gains/(Losses) | ||||||||||||||
Derivatives liabilities | $ | - | $ | - | $ | - | $ | - | |||||||||
As of February 28, 2015 the Company had a derivative liability amount of $369,344 (2014 - $Nil) which was classified as a Level 3 financial instrument, and a loss on change in fair value of derivative liabilities of $34,268 (2014 - $Nil). | |||||||||||||||||
Revenue recognition | Revenue recognition | ||||||||||||||||
The Company follows the guidance of paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||||||||||
Under the royalty agreements obtained as part of the Service and Gross Overriding Royalty Agreements, the Company recognizes revenue when production occurs. The royalty income is calculated monthly and the Company recognizes royalty income as production is reported by well. | |||||||||||||||||
Under the Success Fees obtained as part of the Service and Gross Overriding Royalty Agreements, the Company recognizes revenue when the success fees are earned as defined by the agreements | |||||||||||||||||
Stock-based compensation for obtaining employee services | Stock-based compensation for obtaining employee services | ||||||||||||||||
The Company accounted for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of paragraph 718-10-30-3 of the FASB Accounting Standards Codification using the modified prospective method for transactions in which the Company obtains employee services in share-based payment transactions. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. | |||||||||||||||||
The fair value of options, if any, is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||||||||
- | The Company uses historical data to estimate employee termination behaviour. The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding. | ||||||||||||||||
- | The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options. | ||||||||||||||||
- | The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. | ||||||||||||||||
- | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option. | ||||||||||||||||
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, if any. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. | |||||||||||||||||
Equity instruments issued to parties other than employees for acquiring goods or services | |||||||||||||||||
The Company accounted for instruments issued to parties other than employees for acquiring goods or services under the recognition and measurement principles of the fair value recognition provisions of section 505-50-30 of the FASB Accounting Standards Codification. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. | |||||||||||||||||
The fair value of the warrants is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||||||||
- | The expected life of warrants granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the warrants are expected to be outstanding. | ||||||||||||||||
- | The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the warrants. | ||||||||||||||||
- | The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the warrants. | ||||||||||||||||
- | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the warrants. | ||||||||||||||||
Income taxes, Policy | Income taxes | ||||||||||||||||
The Company accounts for income taxes under paragraph 710-10-30-2 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |||||||||||||||||
Net loss per common share | Net loss per common share | ||||||||||||||||
Net loss per common share is computed pursuant to paragraph 260-10-45-10 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period to reflect the potential dilution that could occur from common shares issuable through stock warrants. | |||||||||||||||||
Commitments and contingencies, Policy | Commitments and contingencies | ||||||||||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |||||||||||||||||
Recently issued accounting pronouncements | Recently issued accounting pronouncements | ||||||||||||||||
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Assets_acquired_liabilities_as
Assets acquired, liabilities assumed and purchase consideration (TABLE) | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Assets acquired, liabilities assumed and purchase consideration (TABLE): | |||||
Assets acquired, liabilities assumed and purchase consideration (TABLE) | Assets acquired, liabilities assumed and purchase consideration are as follows: | ||||
Cash | $ | 16,455 | |||
Other assets | - | ||||
Liabilities assumed | (96,877 | ) | |||
Net liability charged to stockholders' deficit | $ | (80,422 | ) |
Fair_value_of_financial_instru
Fair value of financial instruments (Tables) | 12 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Fair value of financial instruments (Tables): | |||||||||||||||||
Fair value measured on a recurring basis as of February 28, 2015. | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2015. | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Gains/(Losses) | ||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 369,344 | $ | (34,268 | ) | ||||||||
Fair value measured on a recurring basis as of February 28, 2014. | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2014. | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Gains/(Losses) | ||||||||||||||
Derivatives liabilities | $ | - | $ | - | $ | - | $ | - |
Loan_payable_Tables
Loan payable (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Loan payable (Tables): | |||||||||
Loan payable (Tables) | 2015 | 2014 | |||||||
Loans payable bears interest at 6% per annum and was due December 31, 2013 | $ | 70,000 | $ | 70,000 |
Convertible_Notes_payable_Tabl
Convertible Notes payable (Tables) | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Convertible Notes payable (Tables): | |||||
Convertible Notes payable (Tables) | A summary of the activity of Convertible Notes payable is shown below. | ||||
Total convertible notes | $ | 373,750 | |||
Discount on notes from derivative liability | (336,302 | ) | |||
Original issue discount | (15,000 | ) | |||
Amortization of discount | 16,226 | ||||
Net convertible notes | $ | 38,674 | |||
Derivative_liabilities_Tables
Derivative liabilities (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Derivative liabilities (Tables): | |||||||||
A summary of the activity of loss on derivative liability for the year ended February 28, 2015 is shown below: | A summary of the activity of loss on derivative liability for the year ended February 28, 2015 is shown below: | ||||||||
Day 1 loss on derivative liability | $ | 61,749 | |||||||
Unrealized gain on mark-to-market of derivate liability | (27,481 | ) | |||||||
Loss on derivate liability | $ | 34,268 | |||||||
The projected annual volatility for each valuation period was based on the historical volatility of the company; | The projected annual volatility for each valuation period was based on the historical volatility of the company; | ||||||||
1 year | |||||||||
12/29/14 | 149 | % | |||||||
2/3/15 | 144 | % | |||||||
2/11/15 | 136 | % | |||||||
2/17/15 | 136 | % | |||||||
2/28/15 | 136 | % | |||||||
A summary of the activity of the derivative liability is shown below: | A summary of the activity of the derivative liability is shown below: | ||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | - | $ | - | |||||
Derivative liabilities recorded | 396,825 | - | |||||||
Unrealized gain attributable to the change in liabilities | |||||||||
still held | (27,481 | ) | - | ||||||
Ending balance | $ | 369,344 | $ | - |
Deferred_Tax_Assets_TABLE
Deferred Tax Assets (TABLE) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Deferred Tax Assets (TABLE): | |||||||||
Deferred Tax Assets (TABLE) | At February 28, 2015 and 2014, deferred tax assets consisted of the following: | ||||||||
2015 | 2014 | ||||||||
Net operating losses | $ | 483,000 | $ | 488,000 | |||||
Valuation allowance | (483,000 | ) | (488,000 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Revision_of_Prior_Period_Finan1
Revision of Prior Period Financial Statements (Tables) | 12 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Revision of Prior Period Financial Statements (Tables): | |||||||||||||
Revision of Prior Period Financial Statements (Tables) | The following balances have been revised | ||||||||||||
Amount | |||||||||||||
Originally | Revised | ||||||||||||
Reported | Change | Amount | |||||||||||
Balance sheet | |||||||||||||
Oil and gas properties | $ | 101,896 | $ | (10,000 | ) | $ | 91,896 | ||||||
Unproved oil and gas properties | 289,353 | (29,000 | ) | 260,353 | |||||||||
Total assets | 435,006 | (39,000 | ) | 396,006 | |||||||||
Accounts payable | 139,519 | (15,000 | ) | 124,519 | |||||||||
Loans payable - related parties | 1,462,090 | (141,000 | ) | 1,321,090 | |||||||||
Total current liabilities | 1,719,091 | (156,000 | ) | 1,563,091 | |||||||||
Accumulated other comprehensive income | - | 117,000 | 117,000 | ||||||||||
Total equity | (1,284,085 | ) | 117,000 | (1,167,085 | ) | ||||||||
Consolidated Statement of Cash Flows | |||||||||||||
Accounts payable | 55,103 | (22,053 | ) | 33,050 | |||||||||
Net cash used in operating activities | (368,686 | ) | (22,053 | ) | (390,739 | ) | |||||||
Effect on foreign currency | - | 22,053 | 22,053 |
Supplemental_information_on_oi1
Supplemental information on oil and gas operations Activities (TABLES) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Supplemental information on oil and gas operations Activities: | |||||||||
Results of Operations from Oil and Gas Producing Activities | Results of operations from oil and gas producing activities | ||||||||
Revenue | $ | 11,733 | $ | 19,029 | |||||
Production costs | - | - | |||||||
Depletion, depreciation and amortization | 11,381 | 10,239 | |||||||
Impairment of oil and gas properties | - | - | |||||||
Income from oil and gas operations | $ | 352 | $ | 8,790 | |||||
Estimated net proved reserves (Table) | Estimated net proved reserves at February 28, 2015: | ||||||||
2015 | 2014 | ||||||||
Proved developed & undeveloped reserves: | |||||||||
Beginning of year | 1,967 | - | |||||||
Acquisition | - | 2,183 | |||||||
Discoveries and extensions | - | - | |||||||
Improved recovery | - | - | |||||||
Revisions of previous estimates | (491 | ) | - | ||||||
Production | (151 | ) | (216 | ) | |||||
End of year | 1,325 | 1,967 | |||||||
Developed reserves, included above: | - | - | |||||||
Beginning of year | 1,967 | 2,183 | |||||||
End of year | 1,325 | 1,967 | |||||||
Costs incurred in oil and gas producing activities | Costs incurred in oil and gas producing activities for the year ended February 28, 2015 and 2014: | ||||||||
(in thousands) | |||||||||
2015 | 2014 | ||||||||
Property acquisition costs: | |||||||||
Proved | $ | - | $ | - | |||||
Unproved | 17,039 | 260,353 | |||||||
Net capitalized cost | $ | 17,039 | $ | 260,353 | |||||
Summary of the changes in the standardized measure of discounted future cash flows | Summary of the changes in the standardized measures of future net cash flows are as follows: | ||||||||
Beginning of year | $ | 84,171 | $ | 103,661 | |||||
Sale of oil and gas produced | (11,733 | ) | (18,180 | ) | |||||
Acquisition of oil and gas property | - | - | |||||||
Changes in timing and other | (12,676 | ) | (1,310 | ) | |||||
$ | 59,762 | $ | 84,171 | ||||||
Cash Flows to be Obtained from their Development and Production | While due care was taken in its preparation, we do not represent that this data is the fair value of our oil and gas properties, or a fair estimate of the present value of cash flows to be obtained from their development and production. | ||||||||
2015 | 2014 | ||||||||
Future cash flows | $ | 97,814 | $ | 152,864 | |||||
Future development costs | - | - | |||||||
Future production costs | - | - | |||||||
Future income tax expense | - | - | |||||||
Future net cash flows | - | - | |||||||
Less: 10% annual discount of estimated timing of cash flows | (38,052 | ) | (68,693 | ) | |||||
Discounted future net cash flows | $ | 59,762 | $ | 84,171 |
Description_of_reverse_merger_
Description of reverse merger consists of the following (Details) (USD $) | Aug. 02, 2013 |
Description of reverse merger: | |
Share exchange agreement issuing common shares | 29,250,000 |
Common shares in exchange for shares | 100 |
Financing of debt or equity | $1,100,000 |
Closing of share exchange in days | 150 |
Private placement in the aggregate | 400,000 |
Private placement in the aggregate per share | $1.50 |
Received in cash but has not yet issued the shares | 400,000 |
Equity financing, using best efforts | 6,000,000 |
Equity financing, using best efforts in units | 4,000,000 |
Equity financing, using best efforts in unit price | $1.50 |
Warrant exercisable into one share of common stock at a price | $3 |
Equity Financing, from a private investor shall earn a cash commission | 7.00% |
Commission payable in warrants | 5.00% |
Financing include debt, preferred shares | 6,000,000 |
Stock option plan to issue options | 10.00% |
Issued and outstanding of our capital stock when the share exchange closed | 4,875,000 |
Issued and outstanding of capital stock to board members and management, at an exercise price | $1.50 |
Cash | 16,455 |
Other assets | 0 |
Liabilities assumed | -96,877 |
Net liability charged to stockholders' deficit | ($80,422) |
Significant_policies_Details
Significant policies (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Significant policies | ||
Costs expended on the well | $244,807 | |
Depreciation expense on property and equipment | 189 | 6,321 |
Depletion expense | $11,381 | $10,239 |
Assets_And_Liabilities_Carried
Assets And Liabilities Carried At Fair Value (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Level 1 | ||
Level 1 Derivative liabilities | $0 | $0 |
Level 2 | ||
Level 2 Derivative liabilities | 0 | 0 |
Level 3 | ||
Level 3 Derivative liabilities | 369,344 | 0 |
Gains/(Losses) | ||
Gains/(Losses) Derivative liabilities | -34,268 | 0 |
Company had a derivative liability | 369,344 | 0 |
Change in fair value of derivative liabilities | $34,268 | $0 |
Going_Concern_Consists_Of_Deta
Going Concern Consists Of (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Going Concern Consists Of: | ||
Incurred net losses | $562,520 | $457,476 |
Going_concern_Deficits_Details
Going concern Deficits (Details) (USD $) | Feb. 28, 2015 |
Going concern Deficits | |
Accumulated deficit | $2,166,283 |
Working capital deficit | $1,638,004 |
Related_party_payable_Details
Related party payable (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Related party payable | ||
Advances from related parties to fund operating costs and shared expenses | $1,160,000 | $1,439,862 |
Jeremy Yaseniuk, a shareholder advanced the company | 22,000 | |
William Muran a shareholder advanced the company | 10,274 | 10,274 |
Company owed accounts payables to related parties | $133,421 | $0 |
Loan_payable_Dues_Details
Loan payable Dues (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Loan payable Dues | ||
Loan payable balance | $70,000 | $70,000 |
Interest rate per annum on loan payable | 6.00% | 6.00% |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Feb. 28, 2015 |
Convertible Notes Payable Details | |
Quezon Group LLC bearing interest per annum | $25,000 |
Quezon Group LLC bearing interest per annum in percentage | 10.00% |
Note convertible into common shares | 100.00% |
Company received on issuance | 25,000 |
Company recorded a debt discount related to the day 1 fair value of the derivative liability | 2,552 |
Union Capital LLC bearing interest per annum | 52,500 |
Union Capital LLC bearing interest per annum in percentage | 8.00% |
Note prepaid up to 180 days with a prepayment penalty from 118% to | 148.00% |
Note Convertible into common shares of average of two lowest trading prices for 20 days | 65.00% |
Company received on issuance | 50,000 |
Net of issuance fee | 2,500 |
Company recorded a debt discount related to the day 1 fair value of the derivative liability | 52,500 |
LG Capital Funding LLC bearing interest per annum | 78,750 |
LG Capital Funding LLC bearing interest per annum in percentage | 8.00% |
Note prepaid up to 180 days with a prepayment penalty from 118% to | 148.00% |
Note Convertible into common shares of average of two lowest trading prices for 20 days | 65.00% |
Company received on issuance | 75,000 |
Net of issuance fee | 3,750 |
Company recorded a debt discount related to the day 1 fair value of the derivative liability | 78,750 |
Adar Bays LLC bearing interest per annum | 52,500 |
Adar Bays LLC bearing interest per annum in percentage | 8.00% |
Note prepaid up to 180 days with a prepayment penalty from 118% to | 148.00% |
Note Convertible into common shares of average of two lowest trading prices for 20 days | 65.00% |
Company received on issuance | 50,000 |
Net of issuance fee | 2,500 |
Company recorded a debt discount related to the day 1 fair value of the derivative liability | 52,500 |
Iconic Holdings LLC bearing interest per annum | 165,000 |
Iconic Holdings LLC bearing interest per annum in percentage | 8.00% |
Note prepaid up to 180 days with a prepayment penalty | 135.00% |
Note Convertible into common shares of average of two lowest trading prices for 20 days | 60.00% |
Company received on issuance | 150,000 |
Net of original issue discount | 15,000 |
Company recorded a debt discount related to the day 1 fair value of the derivative liability | 165,000 |
Company recorded amortization of debt discount expense | $16,226 |
Summary_of_Convertible_Notes_p
Summary of Convertible Notes payable (Details) (USD $) | Feb. 28, 2015 |
Summary of Convertible Notes payable | |
Total convertible notes | $373,750 |
Discount on notes from derivative liability | -336,302 |
Original issue discount | -15,000 |
Amortization of discount | 16,226 |
Net convertible notes | $38,674 |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Derivative Liabilities Details | ||
Company recorded a loss on change in fair value of derivative liability | $34,268 | $0 |
Company recorded a derivative liability | 369,344 | 0 |
Stock price decreasing from 1.11 to | $0.15 | |
Convertible Note would occur of the time | 0.00% | |
Convertible Note increasing 1.00% per month to a maximum | 10.00% | |
Convertible Notes initially available to redeem note of the time | 0.00% | |
Alternative financing for the Convertible Notes increase monthly by 2% to a maximum of | 10.00% | |
Monthly trading volume average 7,257,163 to | $5,399,150 | |
Trading volume increase per month | 1.00% | |
Variable conversion prices ranging from 60% to over 20 trading days | 65.00% | |
Quezon note converts of the trading price | 100.00% | |
Effective discount rates 52.35% to | 47.44% | 1.22% |
Summary_Of_Loss_On_Derivative_
Summary Of Loss On Derivative Liability (Details) (USD $) | Feb. 28, 2015 |
Summary Of Loss On Derivative Liability | |
Day 1 loss on derivative liability | $61,749 |
Unrealized gain on mark-to-market of derivate liability | -27,481 |
Loss on derivate liability | $34,268 |
Annual_Volatility_For_Each_Val
Annual Volatility For Each Valuation Period (Details) | Feb. 28, 2015 |
Annual Volatility For Each Valuation Period | |
Volatility as of 12/29/14 | 149.00% |
Volatility as of 2/3/15 | 144.00% |
Volatility as of 2/11/15 | 136.00% |
Volatility as of 2/17/15 | 136.00% |
Volatility as of 2/28/15 | 136.00% |
Summary_Of_Activity_Of_Derivat
Summary Of Activity Of Derivative Liability (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Summary Of Activity Of Derivative Liability | ||
Derivative Liability Beginning balance | $0 | |
Derivative liabilities recorded | 396,825 | |
Unrealized gain attributable to the change in liabilities still held | -27,481 | |
Derivative Liability Ending balance | $369,344 |
Preferred_Stock_Details
Preferred Stock (Details) (USD $) | Feb. 20, 2015 | Jan. 23, 2015 |
Preferred Stock | ||
Company authorized preferred stock | 450,000,000 | |
Par value of preferred stock | $0.00 | |
Designating shares of preferred stock as Series A Preferred Stock | 10,000,000 | |
Nonassessable shares of Common Stock equal to 1,000 shares of Common Stock for each share | 1 |
Common_stock_issuances_Details
Common stock issuances (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Common stock issuances | ||
Shares of common stock issued | 113,949 | 266,667 |
Company issued shares of common stock for deferred financing costs fair value | $50,422 | |
Fair value of the common shares | 11,000 | |
Per share value of common stock issued | $1.50 | |
Total proceeds of common stock issued | $400,000 |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | Feb. 28, 2015 | Jan. 25, 2015 |
Commitments And Contingencies Details | ||
Dutchess will provide an equity line of over 36 months | $25,000,000 | |
Dutchess at a price of the lowest weighted average price the five consecutive trading days | 95.00% | |
Company's option value | 250,000 | |
Company's option of the average volume using the three trading days | 200.00% | |
Restricted common shares | 113,949 | |
Best efforts of financing payable in cash | 8.00% | |
Financing payable in Common Shares | 4.00% | |
Consultant was paid fees with Empire State Financial Inc | 13,200 | |
Consultant was paid fees with Almori Advisors Inc | $14,700 |
Deferred_Tax_Assets_Details
Deferred Tax Assets (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Deferred Tax Assets | ||
Net operating loss carryforward | $1,719,000 | |
Net operating losses | 483,000 | 488,000 |
Valuation allowance | -483,000 | -488,000 |
Net deferred tax asset | $0 |
Subsequent_Transactions_Detail
Subsequent Transactions (Details) (USD $) | 6-May-15 | Apr. 16, 2015 | Apr. 10, 2015 | Apr. 01, 2015 | Mar. 16, 2015 |
Subsequent Transactions | |||||
Issuance of shares of common stock to employees, officers, directors and consultants | 4,900,000 | ||||
Calabrigo is compensated with Common Shares | 4,840,000 | ||||
Company issued common shares | 2,400,000 | 2,440,000 | |||
Company issued common shares with a fair value | $55,200 | $73,200 | |||
Funds to the company in the aggregate | 100,000 | ||||
Funds to the company with interest at a rate per annum | 12.00% | ||||
EMA a convertible promissory note principal sum | $100,000 | ||||
EMA a convertible promissory note with interest at a rate per annum | 12.00% | ||||
Note is convertible at lowest sale price of common stock in last 20 trading days | 60.00% |
Recovered_Sheet1
Revision Of Prior Period Financial Statements (Details) (USD $) | Amount Originally Reported | Revised Change | Amount |
Oil and gas properties at Feb. 28, 2014 | $101,896 | ($10,000) | $91,896 |
Balance sheet | |||
Unproved oil and gas properties | 289,353 | -29,000 | 260,353 |
Total assets | 435,006 | -39,000 | 396,006 |
Accounts payable | 139,519 | -15,000 | 124,519 |
Loans payable - related parties | 1,462,090 | -141,000 | 1,321,090 |
Total current liabilities | 1,719,091 | -156,000 | 1,563,091 |
Accumulated other comprehensive income | 117,000 | 117,000 | |
Total equity | -1,284,085 | 117,000 | -1,167,085 |
Consolidated Statement of Cash Flows | |||
Accounts payable | 55,103 | -22,053 | 33,050 |
Net cash used in operating activities | -368,686 | -22,053 | -390,739 |
Effect on foreign currency at Feb. 28, 2015 | $22,053 | $22,053 |
Results_of_Operations_from_Oil
Results of Operations from Oil and Gas Producing Activities (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Results of Operations from Oil and Gas Producing Activities {1} | ||
Revenue | $11,733 | $19,029 |
Production costs | 0 | |
Depletion, depreciation and amortization | 11,381 | 10,239 |
Impairment of oil and gas properties | 0 | |
Income from oil and gas operations | $352 | $8,790 |
Estimated_net_proved_reserves_
Estimated net proved reserves (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Proved developed & undeveloped reserves: | ||
Beginning of year | $1,967 | |
Acquisition | 2,183 | |
Discoveries and extensions | 0 | |
Improved recovery | 0 | |
Revisions of previous estimates | -491 | |
Production | -151 | -216 |
End of year | 1,325 | 1,967 |
Developed reserves, included above: | 0 | |
Beginning of year | 1,967 | 2,183 |
End of year | $1,325 | $1,967 |
Costs_incurred_in_oil_and_gas_
Costs incurred in oil and gas producing activities (in thousands) (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Property acquisition costs: | ||
Proved | $0 | |
Unproved | 17,039 | 260,353 |
Net capitalized cost | $17,039 | $260,353 |
Summary_of_the_changes_in_the_
Summary of the changes in the standardized measure of discounted future cash flows (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Summary of the changes in the standardized measure of discounted future cash flows {1} | ||
Beginning of year future cash flows | $84,171 | $103,661 |
Sales of oil and gas produced | -11,733 | -18,180 |
Acquisition of oil and gas property | 0 | |
Changes in timing and other | -12,676 | -1,310 |
End of year future cash flows | $59,762 | $84,171 |
Fair_estimate_of_the_present_v
Fair estimate of the present value of cash flows (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Fair estimate of the present value of cash flows | ||
Future cash flows | $97,814 | $152,864 |
Future development costs | 0 | |
Future production costs | 0 | |
Future income tax expense | 0 | |
Future net cash flows | 0 | |
Less: 10% annual discount of estimated timing of cash flows | -38,052 | -68,693 |
Discounted future net cash flows | $59,762 | $84,171 |