SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2012 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Note 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates. |
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The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: |
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Reclassifications |
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Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the consolidated financial statements as a result of these reclassifications |
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Cash and Cash Equivalents |
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Cash and cash equivalents consist of commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less. |
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Equipment and Facilities |
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Equipment and facilities are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from one to twenty-five years. |
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Intangible Assets |
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Acquired intangible assets are recognized at cost and are classified as assets with finite useful lives. The Company amortizes the intangible assets with five years using the straight-line method over the estimated economic lives of the assets. Intangible assets are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable. The Company has recognized impairment losses of $69,067 on the intangible assets during the year ended December 31, 2012. |
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Asset Retirement Obligations |
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The Company records the fair value of a liability for an asset retirement obligation in the period in which the well is spud or the asset is acquired and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. |
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Full Cost Method |
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The Company follows the full cost method of accounting for oil and gas operations whereby all costs related to the exploration and development of oil and gas properties are initially capitalized into a single cost center by country ("full cost pool"). At December 31, 2012, the Company had one cost center – United States. |
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All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves once proved reserves are determined to exist. At December 31, 2012, there was no amortization of these costs due to there being no production. |
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Unproved property costs are excluded from the amortization base until determination of the existence of proved reserves on the respective property or until the requirement for impairment. Unproved properties are reviewed at the end of each quarter to determine whether portions of the costs should be reclassified to the full cost pool and thereby subject to amortization. Sales of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. |
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Capitalized costs are summarized as follows for the years ended December 31, 2012 and 2011, respectively: |
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| | Years Ended December 31, | | | | | |
| | 2012 | | | 2011 | | | | | |
Shares issued to acquire the oil and gas properties | | $ | 19,200,000 | | | $ | - | | | | | |
Asset retirement cost | | $ | 1,175,635 | | | $ | - | | | | | |
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Capitalized costs of oil and gas properties (net of related deferred income taxes) may not exceed an amount equal to the present value, discounted at 10% per annum, of the estimated future net cash flows from proved oil and gas reserves plus the cost of unproved properties (adjusted for related income tax effects). Should capitalized costs exceed this ceiling, impairment is recognized. The present value of estimated future net cash flows is computed by applying the arithmetic average first day price of oil and natural gas for the preceding twelve months to estimated future production of proved oil and gas reserves as of the end of the period, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions. Such present value of proved reserves' future net cash flows excludes future cash outflows associated with settling asset retirement obligations. Should this comparison indicate an excess carrying value, the excess is charged to earnings as an impairment expense. We recognized $7,815,693 and $0 of impairment costs during the years ended December 31, 2012 and 2011, respectively. |
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| Impairment | | | | | | | | | | | |
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FASB ASC 360-10-35-21 requires that assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Oil and gas properties accounted for using the full cost method of accounting (which the Company uses) are excluded from this requirement but continue to be subject to the full cost method's impairment rules. |
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Revenue recognition |
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The Company recognizes oil and natural gas revenues from our interests in producing wells when production is delivered to, and title has transferred to, the purchaser and to the extent the selling price is reasonably determinable. Gas-balancing arrangements are accounted for using the sales method. |
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Fair Value of Financial Instruments |
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The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: |
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Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
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Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
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Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information, |
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The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2012 and 2011: |
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| | Fair Value Measurements at December 31, 2012 | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Assets: | | | | | | | | | |
None | | $ | - | | | $ | - | | | $ | - | |
Liabilities: | | | | | | | | | | | | |
Short term notes payable | | | - | | | | 152,753 | | | | - | |
Advances from stockholders | | | - | | | | 1,430,469 | | | | - | |
Total Liabilities | | $ | - | | | $ | 1,583,222 | | | $ | - | |
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| | Fair Value Measurements at December 31, 2011 | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Assets: | | | | | | | | | | | | |
None | | $ | - | | | $ | - | | | $ | - | |
Liabilities: | | | | | | | | | | | | |
Short term notes payable | | | - | | | | 54,412 | | | | - | |
Advances from stockholders | | | - | | | | 218,017 | | | | - | |
Total Liabilities | | $ | - | | | $ | 272,429 | | | $ | - | |
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The following schedule summarizes the valuation of assets and liabilities that were re-measured to fair value on a non-recurring basis in the balance sheet as of December 31, 2012. No assets or liabilities were re-measured to fair value on the December 31, 2011 balance sheet. |
| | Fair Value Measurements at December 31, 2012 | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Assets: | | | | | | | | | |
Oil and gas properties | | $ | - | | | $ | - | | | $ | 12,559,942 | |
Total Assets | | $ | - | | | $ | - | | | | 12,559,942 | |
Liabilities: | | | | | | | | | | | | |
None | | $ | - | | | $ | - | | | | - | |
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The Company valued the Oil and gas properties at their fair value with the full cost ceiling test impairment recorded at December 31, 2012. This value is consistent with the PV10 value assessed by the reserve engineer with an adjustment to add back the present value impact associated with the future plug and abandonment costs consistent with the related GAAP guidance. The inputs that were used in determining fair value of these assets were Level 3 inputs. These inputs consist of but are not limited to the following: estimates of reserve quantities, estimates of future production costs and taxes, estimates of consistent pricing of commodities, 10% discount rate, etc. |
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Stock-Based Compensation |
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The Company follows the guidance included in ASC 718 Compensation-Stock Compensation (“ASC 718”) using the modified prospective transition method. The Company recognizes compensation expense in the financial statements for share-based awards based on the grant date fair value of those awards. |
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Income Taxes |
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The Company accounts for income taxes pursuant to ASC 740, Income Taxes . Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. |
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Use of Estimates |
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The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The estimates on depreciation were based on the estimated useful lives of the Company's assets. Any estimates during the period have had an immaterial effect on earnings. |
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Earnings or Loss Per Share |
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The Company accounts for earnings per share pursuant ASC 260, Earnings per Share, which require disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. During the years ended December 31, 2012 and 2011 the Company had no common stock equivalents outstanding. Due to this, as well as the net losses reported for these years, the basic loss per share was the same as the diluted loss per share. |
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Recent Accounting Pronouncements |
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In December 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after 1 January 2013. The Company does not expect this guidance to have any impact on its financial position, results of operations or cash flows. |
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Recent Accounting Pronouncements (continued) |
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In July 2012, the FASB issued ASC Update No. 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 provides companies with the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If the Company concludes that it is more likely than not that the asset is impaired, it is required to determine the fair value of the intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value in accordance with Topic 350. If the Company concludes, otherwise, no further quantitative assessment is required. ASU-2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after 15 September 2012. Early adoption is permitted. The Company does not expect the adoption of ASU 2012-02 to impact its results of operations or financial position. |
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In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No.114. , Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22(SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. |
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In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. |
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These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. |