Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2013 | May 20, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Willow Creek Enterprises Inc. | |
Entity Central Index Key | 0001415952 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2013 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Is Entity's Reporting Status Current? | No | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 55,292,092 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2013 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | May 31, 2013 | Aug. 31, 2012 |
Current Assets | ||
Cash | $ 2,087 | |
Total Current Assets | 0 | 2,087 |
Total Assets | 0 | 2,087 |
Current Liabilities | ||
Accounts payable and accrued expenses | 67,021 | 50,156 |
Accounts payable and accrued expenses, related party | 27,000 | 27,000 |
Loan payable | 255,150 | 255,150 |
Total Current Liabilities | 349,171 | 332,306 |
Stockholders' Deficit | ||
Preferred stock - authorized 20,000,000 shares of $0.0001 par value, None issued and outstanding | ||
Common Stock - authorized 500,000,000 shares of $0.0001 par value, 297,337 and 269,837 shares of common stock issued and outstanding as of May 31, 2013 and August 31, 2012, respectively | 30 | 27 |
Additional paid in capital | 2,448,571 | 2,282,039 |
Accumulated deficit | (2,797,772) | (2,612,285) |
Total Stockholders' Deficit | (349,171) | (330,219) |
Total Liabilities and Stockholders' Deficit | $ 0 | $ 2,087 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2013 | Aug. 31, 2012 |
Statement of Financial Position [Abstract] | ||
Preferred stock Shares authorized | 20,000,000 | 20,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred Stock shares issued | ||
Preferred Stock shares outstanding | ||
Common Stock Shares authorized | 500,000,000 | 500,000,000 |
Common Stock par value | $ 0.0001 | $ 0.0001 |
Common Stock shares issued | 297,337 | 269,837 |
Common Stock Shares outstanding | 297,337 | 269,837 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2013 | May 31, 2012 | May 31, 2013 | May 31, 2012 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses: | ||||
Professional fees | 11,370 | 31,610 | ||
Stock-based compensation | 165,000 | |||
Mineral rights impairment | 10,000 | 243,202 | ||
General and administrative | 450 | 9,180 | 1,399 | 26,014 |
Total operating expenses | 450 | 30,550 | 166,399 | 300,826 |
Other income (expenses) | ||||
Interest expenses | (6,427) | (5,150) | (19,088) | (14,354) |
Total other income (expenses) | (6,427) | (5,150) | (19,088) | (14,354) |
Net income (loss) for the period | $ (6,877) | $ (35,700) | $ (185,487) | $ (315,180) |
Net loss per common share, basic and diluted | $ (0.02) | $ (0.13) | $ (0.65) | $ (1.17) |
Weighted average number of common shares used in calculation | 297,337 | 269,837 | 283,335 | 269,837 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2013 | May 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (185,487) | $ (315,180) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Impairment expense on mineral property | 243,202 | |
Imputed interest | 1,535 | 1,534 |
Issuance of common stock for services rendered | 165,000 | |
Changes in operating assets and liabilities: | ||
Accounts payable & accrued liabilities | 16,865 | 13,954 |
Cash (used in) operating activities | (2,087) | (56,490) |
CASH FLOWS TO INVESTING ACTIVITIES | ||
Mineral rights acquisition | (10,000) | |
Cash (used in) investing activities | (10,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 94,720 | |
Cash provided by financing activities | 94,720 | |
INCREASE (DECREASE) IN CASH | (2,087) | 28,230 |
CASH AT BEGINNING OF PERIOD | 2,087 | 2,504 |
CASH AT END OF PERIOD | 30,734 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for income taxes | ||
Cash paid for interest expense |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
May 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Willow Creek Enterprises, Inc. ("Company") was incorporated in the State of Delaware on January 16, 2007. The Company was organized to explore mineral properties, currently in The State of Nevada. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
May 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of May 31, 2013, the Company had no cash (August 31, 2012 - $2,087), a working capital deficit of $349,171 (August 31, 2012 - $330,219) and a stockholders' deficit of $349,171 (August 31, 2012- stockholder's deficit of $330,219) and accumulated net losses of $2,797,772 (August 31, 2012- $2,612,285) since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations. Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans. Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES | 9 Months Ended |
May 31, 2013 | |
Accounting Policies [Abstract] | |
SUMMARY OF ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF ACCOUNTING POLICIES Basis of Presentation The interim unaudited financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a condensed basis, such that certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. This report on Form 10-Q should be read in conjunction with the Company's financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended August 31, 2012 filed on May 20, 2019. Results of the three and nine months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the year ended August 31, 2013 and any other future periods. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements. Significant estimates include, but are not limited to, assumptions used in the valuation of equity compensation, allocation of purchase price for acquired assets and assumptions used in our impairment testing of long-lived assets. Regulatory Matters The Company and its mineral property interests are subject to a variety of Canadian national and provincial regulations governing land use, health, safety and environmental matters. The Company's management believes it has been in substantial compliance with all such regulations and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company. Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. As of May 31, 2013, and August 31, 2012 there are no cash equivalents. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awards, share-based compensation expense is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement of a performance condition, the Company estimates the likelihood of satisfaction of the performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model. The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant based on key assumptions such as expected volatility and expected term, so long as the option does not contain provisions that require a more complex model to be used. Fair Value of Financial Instruments The Company follows the fair value measurement rules, which provides guidance on the use of fair value in accounting and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority). Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Inputs are unobservable and reflect the Company's assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Investments are reflected in the accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued expenses approximates fair value due to the short-term nature of those instruments. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts payable, accrued liabilities, and mortgages payable approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs. Impaired Asset Policy The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC "Property, Plant, and Equipment". The Company determines impairment by comparing the discounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. Mineral Property Costs Mineral property acquisition, exploration and development costs are expenses as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral resources equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, the Company has established proven reserves on one of its mineral properties. Basic and Diluted Loss Per Share The Company computed basic and diluted loss per share amounts pursuant to the ASC 260 "Earnings per Share." There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards 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 statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized. Recent Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows. |
MINERAL LEASES AND CLAIMS
MINERAL LEASES AND CLAIMS | 9 Months Ended |
May 31, 2013 | |
Extractive Industries [Abstract] | |
MINERAL LEASES AND CLAIMS | NOTE 4 – MINERAL LEASES AND CLAIMS On August 28, 2007, the Company acquired a 100% interest in numerous claims known as the Lori/Mamquam Property and is located in the Vancouver Mining Division, British Columbia. The claims were purchased for $6,000 cash and were abandoned in 2011. On October 9, 2010, the Company entered into that certain Minerals Lease and Agreement (the "Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (the "Property"), situated in Elko County, Nevada for a term of twenty (20) years (the "Term") with the right to renew. As consideration, the Company shall pay ten thousand dollars ($10,000) upon execution of the Agreement, and an annual payment of ten thousand dollars ($10,000) for the remainder of the Term. Additionally, pursuant to the Agreement, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement. On November 17, 2010, the Company entered into a Minerals Lease and Agreement (the "Agreement") with MinQuest, Inc., a Nevada corporation ("MinQuest") whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property. As consideration for the leased mineral rights, the Company shall pay an aggregate of $290,000 over the term of the lease and shall provide $3,500,000 in work commitments over the term of the Agreement. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property. On February 7, 2011, the Company entered into that certain Minerals Lease and Agreement (the "Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property (the "Property"), situated in Lander County, Nevada for a term of twenty (20) years (the "Term") with the right to renew. As consideration, the Company paid ten thousand dollars ($10,000) (the "Base Rent") upon execution of the Agreement, and an annual payment of the Base Rent plus any applicable annual rent increases in accordance with all of the other terms and conditions of the Agreement, for the remainder of the Term. Additionally, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement. On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the "Amended Agreement") to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate. On April 20, 2011, the Company issued a press release announcing that it has acquired an additional two (2) mining claims as part of its Hercules Property located in Lyon County, Nevada. During the fiscal year ended August 31, 2012 a total of $243,202 was impaired due to lack of ongoing exploration work and financing in determining a proven reserve. |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 9 Months Ended |
May 31, 2013 | |
Property, Plant and Equipment [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 5 – IMPAIRMENT OF LONG-LIVED ASSETS The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC "Property, Plant, and Equipment". The Company determines impairment by comparing the discounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. The amount of impairment listed below is due to acquisition costs and exploration costs associated with the Company's mineral properties prior to discovery of an indicated resource. August 31, 2012 2011 Total Cash Spent $ 10,000 $ 432,195 Mineral Property Expense $ - $ 198,993 Impaired 233,202 - Total Mineral Property 243,202 233,202 Expense Capitalized - - In March of 2011, a technical report was prepared and in accordance with 43-101 which is the current industry standard. In the report, an indicated resource of 16,554,587 short tons at an average grade of 0.024 ounces per ton, equating to 399,703 ounces of gold equivalent. |
COMMON STOCK AND PREFERRED STOC
COMMON STOCK AND PREFERRED STOCK | 9 Months Ended |
May 31, 2013 | |
Equity [Abstract] | |
COMMON STOCK AND PREFERRED STOCK | NOTE 6 – COMMON STOCK AND PREFERRED STOCK The Company effected a reverse split on the basis of one new share for each one thousand shares held (1:1000) which was approved by FINRA on October 27, 2014 and is retroactively impacted to the share and per share data contained herein. Concurrently the Company increased the authorized share capital from 300,0000,000 to 520,000,000 shares. The Company has authorized 520,000,000 shares, of which 500 million shares are authorized as common stock and 20 million shares are authorized as preferred stock, of which a total of 3,000 shares have been designated Series A Preferred Stock carrying super voting rights of 200:1 as to each share of common stock and convertible into shares of common stock at a ratio of 200 common shares for each one share of Series A preferred stock. On January 17, 2013, the Board of Directors of the Company authorized the issuance of 27,500 common shares of the Company's stock to Dr. Larry Eastland, the sole director and officer of the Company, for his services at $6 per share. As at May 31, 2013 and August 31, 2012 there were 297,337 and 269,837 shares of common stock issued and outstanding, respectively. As at May 31, 2013 and August 31, 2012 there were Nil shares of Series A Preferred Stock issued and outstanding. |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
May 31, 2013 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7 - LOANS PAYABLE Lender #1 As of August 31, 2011, the Company had received a loan in the amount of $20,460 from an unrelated third party. The funds are non-interest bearing, unsecured, and do not have any specific repayment terms. The Company imputed interest expense of $1,535 and $1,534 for the nine months ended May 31, 2013 and 2012, respectively. Lender #2 As of August 31, 2011, the Company had received loans in the amount of $389,970 from an unrelated third party, of which $250,000 was converted to 606 common shares and 606 share purchase warrants with an exercise price of $437.50 per share. We recorded a loss on settlement of debt in the amount of $286,915 in respect of the transaction. The remaining funds $139,970 are interest bearing at a rate of 10% per annum. The funds are unsecured, and do not have any specific repayment terms. On September 29, 2011, the Company issued an unsecured ten percent (10%) Promissory Note (the "Note") to Duke Holdings Ltd. ("Duke") in the amount of four thousand seven hundred US dollars ($4,700), to evidence funds loaned by Duke to the Company on September 29, 2011. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand ten (10) days written notice by Duke. On December 27, 2011, the Company issued an unsecured ten percent (10%) Promissory Note (the "Note") to Duke Holdings Ltd. ("Duke") in the amount of ten thousand US dollars ($10,000), to evidence funds lent by Duke to the Company on December 9, 2011. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke. On March 22, 2012, the Company issued an unsecured ten percent (10%) Promissory Note (the "Note") to Duke Holdings Ltd.("Duke") in the amount of eighty thousand US dollars ($80,020), to evidence funds lent by Duke to the Company on March 15, 2012. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke. During the nine months ended May 31, 2013 and 2012, the Company recorded interest expense of $17,553 and $15,145, respectively. |
RELATED PARTIES TRANSACTIOINS
RELATED PARTIES TRANSACTIOINS | 9 Months Ended |
May 31, 2013 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES TRANSACTIOINS | NOTE 8- RELATED PARTIES TRANSACTIONS During the fiscal year ended August 31, 2012, Mr. Terry Fields, the President of the Company and a greater than 10% shareholder, charged $36,000 to the Company as consulting fees. The Company paid $9,000, leaving $27,000 owing as at May 31, 2013 and August 31, 2012. The $27,000 is reflected on the balance sheet as accounts payable related party. On September 17, 2012, Mr. Fields resigned as an officer and director and Dr. Larry Eastland was appointed Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary and Treasurer. On January 17, 2013, the Board of Directors of the Company authorized the issuance of 27,500 common shares of the Company's stock to Dr. Larry Eastland, the sole director and officer of the Company, for his services at $6 per share. |
IMPAIRMENT OF FUNDS HELD IN TRU
IMPAIRMENT OF FUNDS HELD IN TRUST | 9 Months Ended |
May 31, 2013 | |
Restructuring and Related Activities [Abstract] | |
IMPAIRMENT OF FUNDS HELD IN TRUST | NOTE 9 – IMPAIRMENT OF FUNDS HELD IN TRUST On August 31, 2012 the Company's management determined to impair a total of $17,253 in cash held in trust with legal counsel. The Company was unable to confirm such funds remained in trust for the benefit of the Company as at the end of fiscal 2012. The trust balance which management was able to independently verify at the August 31, 2012 was $2,087. There were no funds remaining in trust as at May 31, 2013. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
May 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES On October 9, 2010, the Company entered into that certain Minerals Lease and Agreement with MinQuest giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (the "Property"), situated in Elko County, Nevada for a term of twenty (20) with the right to renew. The agreement required an annual payment of ten thousand dollars ($10,000) for the remainder of the term. The Company remitted the required annual payment in fiscal 2012. On November 17, 2010, the Company entered into a further Minerals Lease and Agreement with MinQuest whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property. Under the terms of the agreement the Company shall pay an aggregate of $290,000 over the term of the lease and shall provide $3,500,000 in work commitments over the term of the Agreement. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property. On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the "Amended Agreement") to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate. As at August 31, 2012, the Company has not yet fulfilled the terms of the work commitment or the required aggregate payments. On February 7, 2011, the Company entered into that certain Minerals Lease and Agreement with MinQuest giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property for a term of twenty (20) years (the "Term") with the right to renew. Under the terms of the agreement the Company must make an annual payment of the base rent of $10,000, plus any applicable annual rent increases in accordance with all of the other terms and conditions of the agreement, for the remainder of the Term. As at August 31, 2012, the Company had failed to make its required payments of the base rent. On May 10, 2013, the Company entered into a Share Exchange Agreement by and between the Company and Mia Mynt Mining Company ("Mia Mynt"), a private company of the Republic of the Union of Myanmar with its operating office located in the kingdom of Thailand. The terms of the Share Exchange Agreement were unable to be fulfilled by both Mia Mynt and the Company during the quarter ended November 30, 2013. As a result, the parties mutually agreed to terminate the Agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May 31, 2013 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On May 14, 2014, the Company entered into promissory notes with 3 separate third-party investors in the total amount of $400,000. On August 21, 2014, the Company and the Note holders determined to settle the debts in exchange for the issuance of Series A Preferred Stock, which carry super voting rights of 200:1 and is convertible into shares of common stock at a ratio of 200 common shares for each one share of Series A preferred stock. As of August 31, 2014, The Company had issued all 3,000 Series A Preferred shares in respect to the above notes in the amount of $400,000. On May 23, 2014 the Company entered into a Sale and Purchase agreement with Pryme Oil and Gas LLC, a Texas corporation, (the "Seller") where under the Company, as "Purchaser", will acquire 100% of the Seller's working interests and net revenue interests in the oil and gas leases and areas of mutual interest held by Seller in the AVOYELLES & ST. LANDRY PARISHES, LOUISIANA On May 30, 2014, the Company and Mr. Terry Fields entered into a Convertible Note Agreement ("Fields Note") where under the Company agreed to convert outstanding debt into an interest free convertible note with a one-year term commencing May 30, 2014, and whereby at the election of the Note Holder during the term, the value of the note may be converted into shares of common stock at $0.001 per share. As at the date of issue, the Fields Note was considered to have a beneficial conversion feature ("BCF") because the conversion price was less than the quoted market price at the time of issuance. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $27,000, or the face value of the note. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the fiscal year ended August 31, 2014 was $27,000. On May 30, 2014, Mr. Terry Fields ("Seller") further entered into a Convertible Promissory Note Purchase Agreement in respect of the Fields Note with unrelated third parties ("Buyers") where under Mr. Terry Fields assigned his debt to Buyers for $35,000 payable in cash and delivery of 500,000 free trading shares of the Company. On December 12, 2014, the Board of Directors approved the issuance of 27,000,000 post-split shares in fulfillment of all obligations under the Fields Note. As a result, 500,000 shares were issued on December 29, 2014 to Mr. Fields, with the remaining 26,500,000 shares issued on February 25, 2015 to certain assignees. On June 1, 2014, the Company provided $83,450 to a third party as a loan for working capital in the form of a two-year note, bearing interest at a rate of 6% per annum. The loan is unsecured and remains outstanding. As at August 31, 2017 the Company wrote down the receivable as uncollectible. On June 30, 2014, the Company and Mr. Eastland entered into a Convertible Note Agreement ("Eastland Note") where under the Company agreed to convert outstanding debt of $155,986 into an interest free convertible note with a one year term commencing June 30, 2014, and whereby at the election of the Note Holder during the term, the value of the note may be converted into shares of common stock at $0.05 per share, higher than the fair market value of the Company's common shares as at the date the notes were issued. As a result, the Company has determined the conversion feature associated with these notes is not beneficial to the holder as at the date of issue. If the Note holders elect to convert the principal value of the notes and stock payment is not made within ten (10) days of its demand, the Borrower shall pay an additional fee in the amount of 10% of the total shares issuable under the note. On July 31, 2014, Mr. Eastland assigned his convertible note to certain third parties. On March 25, 2015, 3,119,730 shares were issued in fulfillment of all obligations under this note. The Company effected a reverse split on the basis of one new share for each one thousand shares held (1:1000) effective October 27, 2014, which is retroactively impacted to the share and per share data contained herein. On October 8, 2014, the Company entered into a Share Exchange Agreement with Texas Shale Oil Inc. ("TSO"). Under the Share Exchange Agreement, the Company acquired 100% of TSO in exchange for the issuance of 349,000,000 post reverse split shares of the common stock of SHLE, par value $0.0001. On October 31, 2014, the Company issued 335,247,500 shares in respect to Share Exchange Agreement with Texas Shale Oil, Inc. ("TSO") and reserved the remaining 13,752,500 unissued shares as stock payable of which 11,247,500 shares were reserved for issuance in a future period and 2,505,000 shares were reserved pending fulfillment of certain terms of the Share Exchange Agreement between the Company and Texas Shale Oil Inc. During fiscal 2017, 13,752,500 shares reserved for issuance were terminated by management and the parties to whom the shares were payable. Effective October 31, 2014 TSO became a wholly owned subsidiary of the Company. TSO holds certain intangible assets including acquired geologic, geophysical, geochemical and engineering data, land acquisition costs and certain associated technical expenses. On October 31, 2014 the Company changed its name to Shale Oil International, Inc. and commenced trading under the symbol SHLE on the OTC Markets. Mr. Eastland resigned his position as President and CEO, and concurrently Mr. Ronald Cormick became the President and CEO of the Company. Mr. Ronald Cormick is also the sole officer and director of TSO. On June 5, 2015, the controlling shareholders of the Company entered into an Assignment and Assumption Agreement (the "Assumption Agreement"), with Eagle Mountain Corporation (OTCQB: EMTC) pursuant to which the shareholders assigned their controlling interest in the Company to Eagle Mountain Corporation. Concurrently the Company became an 85.39% controlled subsidiary of Eagle Mountain Corporation. Eagle Mountain Corporation and the Company have a director in common, Mr. Larry Eastland. Mr. Ronald Cormick, a Director and officer of the Company and our wholly owned subsidiary, TSO, is also the Chief Executive officer of Eagle Mountain Corporation. On August 10, 2016 the Company issued a total of 180,000 shares to Terry Fields in consideration for legal fees in the amount of $1,800. During fiscal 2017, Eagle Mountain Corporation and the Company entered into an agreement whereby a total of 324,000,000 shares held by Eagle Mountain Corporation were returned to the Company for cancellation. Concurrently the Company ceased to be a controlled subsidiary of Eagle Mountain Corporation. As at the date of this report the shares have been effectively canceled. On August 9, 2017, the Company's subsidiary TSO entered into an option agreement with a Cyprus company whereby an agent acting on behalf of the Company incorporated Texas Shale Oil International Corp. ("TSOIC"). TSOIC was incorporated on August 10, 2017 and the issued shares allocated to TSO were held by a third-party nominee. Mr. Ron Cormick, our President and CEO, became an officer and director of TSOIC and Mr. Larry Eastland became a director. Initiatives expected to be undertaken by TSOIC regarding certain oil and gas business ventures in Ukraine in association with a Ukrainian private equity firm have failed to materialize in subsequent periods. Mr. Eastland resigned his directorship March 5, 2018 and concurrently, 100% ownership of TSOIC was transferred to TSO, and the partnership was terminated. Thereafter, on June 13, 2018 TSO transferred its entire interest in TSOIC to an arm's length third party. Mr. Ron Cormick tendered his resignation from the Board of TSOIC concurrently, on June 13, 2018. Subsequently TSOIC fell into default in the State of Nevada. TSO continues to focus its expertise and efforts on its works-in-progress projects in the USA, Australia and elsewhere. During the fiscal year ended August 31, 2018, the Company and certain related and unrelated parties entered into certain three-year convertible notes bearing interest at eight (8%) percent per annum commencing November 27, 2017 in the cumulative principal amount of $150,777 relative to advances received to the date of the agreements, and whereby at the election of the Note Holder during the term, the value of the note may be converted into shares of common stock at a 25% discount to the market at the time of conversion. On September 6, 2018, Mr. Justin Eastland was appointed Director and Deputy Secretary of the Company. Justin Eastland is the son of Dr. Larry Eastland, Secretary and Director. On September 14, 2018, the Board of Directors of Shale Oil International Inc. ("SHLE" or the "Company") approved a change in fiscal year end from August 31 to March 31. This change in the fiscal year end was made to better align SHLE's reporting calendar with the fiscal year end of Conquest Holdings Ltd. ("Conquest"), a company incorporated under the laws of Hong Kong, and the target of acquisition by SHLE. SHLE, Conquest and the shareholders of Conquest entered into an agreement in February 2019 whereunder Conquest will become a wholly owned subsidiary of SHLE on closing. On December 13, 2018, the Company redomiciled to the State of Nevada from the State of Delaware. The Company is now a Nevada corporation. On January 10, 2019, Mr. Larry Eastland resigned as the President of the Company. On January 15, 2019, Mr. Cormick was appointed President, CEO and a Director of the Company and Mr. Larry Eastland became the Secretary, Treasurer and a Director of the Company. On January 17, 2019 the Company, Mr. Ronald Cormick, President and Director of both the Company and its controlled subsidiary, Texas Shale Oil International Inc. ("TSO"), and TSO agreed to enter into a Purchase and Sale Agreement (the "PSA") whereunder the Company divested its 100% interest in TSO to Mr. Ronald Cormick. Under the terms of the PSA, Mr. Cormick acquires TSO, its liabilities and assets in exchange for settlement of certain amounts payable by the Company to Mr. Cormick in the amount of $100,000. Further under the terms of the PSA the Company assumed certain liabilities from TSO and agreed to write down certain intercorporate receivables as part of the transaction. The Effective Date of the agreement was agreed to be October 31, 2018 for accounting purposes. On January 23, 2019, the Board of Directors of the Company and a majority of the Company's shareholders resolved to effect a reverse stock split of the common and Series A preferred shares of stock on the basis of 1 share for each 50 shares issued, rounding to a minimum of 100 common shares per shareholder, a name change to Pacific Conquest Holdings Inc., and an increase in the number of authorized shares of the common stock of the Company to 1,000,000,000 shares of common stock, par value $0.0001 and 50,000,000 shares of Preferred stock, par value $0.0001. On February 18, 2019, the Company entered into a Share Exchange Agreement with Conquest Resources Ltd. ("Conquest"), a company formed under the laws of Hong Kong and its shareholders, whereby the Company would acquire 100% of the shares of stock of Conquest, its business and assets in exchange for 42,100,000 post-split shares (32,500,000 going to Conquest Shareholders and the remaining shares going to certain individuals who facilitated the transaction) of the Company's common stock. On March 4, 2019, the Company filed the name change with the State of Nevada, changing the name of the Company to Pacific Conquest Holdings, Inc. and increasing the number of authorized shares of the common stock of the Company to 1,000,000,000 shares of common stock, par value $0.0001 and 50,000,000 shares of Preferred stock, par value $0.0001. On March 6, 2019, the Company filed documents with FINRA to effect the reverse split described above. The Company is awaiting approval from FINRA prior to finalizing the reverse split and name change. |