Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Jul. 31, 2018 | |
Details | ||
Registrant Name | RANGEFORD RESOURCES, INC. | |
Registrant CIK | 1,438,035 | |
SEC Form | 10-Q | |
Period End date | Dec. 31, 2015 | |
Fiscal Year End | --03-31 | |
Trading Symbol | rgfr | |
Tax Identification Number (TIN) | 771,176,182 | |
Number of common stock shares outstanding | 15,860,832 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Emerging Growth Company | false | |
Ex Transition Period | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 301 Commerce St, Suite 3500, Fort Worth, Tx | |
Entity Address, Postal Zip Code | 76,102 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets | ||
Cash | $ 130 | $ 39 |
Total current assets | 130 | 39 |
Total assets | 130 | 39 |
Current liabilities | ||
Accounts payable | 1,163,060 | 346,662 |
Accounts payable- related party | 17,100 | 336,677 |
Accrued interest payable- related party | 37,512 | 22,519 |
Related party advances and notes payable | 100 | 100 |
Total current liabilities | 1,217,772 | 705,958 |
Related party note payable | 622,382 | 598,659 |
Total liabilities | 1,840,154 | 1,304,617 |
Stockholders' deficit | ||
Series A convertible preferred stock, $.001 par value, stated value $5.00 per share, 3,000,000 shares authorized; 182,000 shares issued and outstanding | 182 | 182 |
Common stock to be issued | 260,000 | 80,000 |
Common stock, $.001 par value; 75,000,000 shares authorized; 20,105,293 shares issued and outstanding | 20,105 | 20,105 |
Additional paid in capital | 5,855,564 | 5,855,564 |
Retained deficit | (7,975,875) | (7,260,429) |
Total stockholders' deficit | (1,840,024) | (1,304,578) |
Total liabilities and stockholders' deficit | $ 130 | $ 39 |
Balance Sheets (Unaudited) - Pa
Balance Sheets (Unaudited) - Parenthetical - $ / shares | Dec. 31, 2015 | Mar. 31, 2015 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Redemption Price Per Share | $ 5 | $ 5 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 182,000 | 182,000 |
Preferred Stock, Shares Outstanding | 182,000 | 182,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 20,105,293 | 20,105,293 |
Common Stock, Shares, Outstanding | 20,105,293 | 20,105,293 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Expenses | ||||
Investor relations | $ 24,100 | $ 0 | $ 32,905 | $ 0 |
Professional fees | 83,000 | 138,676 | 353,340 | 1,823,154 |
Professional fees-related party | 90,000 | 60,000 | 270,000 | 373,540 |
General and administrative | 10,695 | 15,806 | 44,207 | 51,574 |
Total operating expenses | 207,795 | 214,482 | 700,452 | 2,248,268 |
Loss from operations | (207,795) | (214,482) | (700,452) | (2,248,268) |
Other expense | ||||
Interest expense-related party | 5,262 | 32,800 | 14,994 | 92,958 |
Total other expense | 5,262 | 32,800 | 14,994 | 92,958 |
Loss before income taxes | (213,057) | (247,282) | (715,446) | (2,341,226) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net loss | (213,057) | (247,282) | (715,446) | (2,341,226) |
Preferred stock dividends | (18,200) | 0 | (54,600) | (91,378) |
Net loss attributable to common shareholders | $ (231,257) | $ (247,282) | $ (770,046) | $ (2,432,604) |
Basic and diluted loss per common share | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.12) |
Weighted average shares outstanding | 20,105,293 | 20,036,284 | 20,105,293 | 19,938,952 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (715,446) | $ (2,341,226) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock payable for services | 180,000 | 422,447 |
Amortization of debt discount | 0 | 81,703 |
Warrant expense | 0 | 387,080 |
Option expense | 0 | 1,179,395 |
Changes in operating assets and liabilities | ||
Prepaid expenses | 0 | 0 |
Accounts payable | 520,741 | 45,388 |
Accounts payable- related party | (197) | 31,211 |
Accrued interest payable | 14,993 | 11,256 |
Net cash used in operating activities | 91 | (182,746) |
Cash flows from financing activities | ||
Proceeds from related advances and notes payable | 0 | 182,688 |
Net cash provided by financing activities | 0 | 182,688 |
Net (decrease) increase in cash | 91 | (58) |
Cash at beginning of period | 39 | 173 |
Cash at end of period | 130 | 115 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock | 0 | 91,378 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
NOTE 1 - INTERIM FINANCIAL STAT
NOTE 1 - INTERIM FINANCIAL STATEMENTS | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 1 - INTERIM FINANCIAL STATEMENTS | NOTE 1 – INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information, with the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying financial statements at December 31, 2015 and March 31, 2015 and for the three months ended December 31, 2015 and 2014 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods. Operating results for the three months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report for the year ended March 31, 2015. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 2 - GOING CONCERN | NOTE 2 – GOING CONCERN The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTE 3 - SIGNIFICANT ACCOUNTING
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES 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 Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. Income taxes The Company accounts for income taxes under ASC 740 "Income Taxes" "Accounting for Income Taxes" “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” Fair Value of Financial Instruments record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Furthermore, ASU 2015-16 requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments to the provisional amounts had been recognized as of the acquisition date. For public entities, ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position or results of operations. In November 2015, the FASB issued Accounting Standards Update No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is part of an initiative to reduce complexity in accounting standards. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. However, this classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of the deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of an entity be offset and presented as a single amount is not affected by the amendments of ASU 2015-17. For public entities, ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years; early application is permitted. The Company has selected early application starting with the financial statements issued for the year ended December 31, 2015. The provisions of this accounting update do not have a material impact on the Company’s financial position or results of operations. Accordingly, the deferred tax liability and valuation allowance are classified as non-current. |
NOTE 4 - AGREEMENT TO PURCHASE
NOTE 4 - AGREEMENT TO PURCHASE OIL AND GAS PROPERTIES | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 4 - AGREEMENT TO PURCHASE OIL AND GAS PROPERTIES | NOTE 4 – AGREEMENT TO PURCHASE OIL AND GAS PROPERTIES Great Northern Energy, Inc. On November 15, 2012, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Great Northern Energy, Inc. (“GNE”) to acquire a substantial non-operating working interest in oil assets in East Texas. As of March 31, 2014, the Company had issued 7,400,000 shares of common stock to GNE towards the purchase of the oil and gas properties. Due to the lack of any tangible results as contemplated in the Agreement, and GNE's failure to uphold certain of its obligations under the Agreement, we determined it would be in our best interest to terminate the Agreement during the year ended March 31, 2015. GNE has returned the stock certificate for 7,400,000 common shares, however, GNE did not submit an executed stock power which is required to cancel the GNE shares. As such, these shares are considered issued and outstanding at December 31, 2017. Black Gold Kansas Production, LLC On June 1, 2015, the Company executed a Purchase and Sale Agreement (the "George PSA") with Black Gold Kansas Production, LLC, a Texas limited liability company (“BGKP”). Pursuant to the George PSA, the Company was to receive a 30% working interest and a 26.25 % net revenue interest in and to the George Prospect and the 4 drilled and completed wells located in Kansas. In addition, the Company was to acquire a 75% interest in and to approximately 3,000 acres of land within Bourbon and Allen Counties that contained approximately 42 proved undeveloped (PUD) locations for drilling. Pursuant to the George PSA, the parties also entered into a Joint Exploration Agreement. On July 23, 2015, the parties also entered into an amendment and extension to the George PSA until October 1, 2015. The Company was entitled to conduct due diligence of the properties prior to closing. Subsequently, after assessing the Purchase and Sale Agreements, we elected to not to close on the transactions due to litigation between Black Gold Kansas Production, LLC and another working interest owner concerning the use of funds and operating control. In addition, the Company also decided not to pursue the Wyoming, West Mule Creek. |
NOTE 5 -STOCKHOLDER'S EQUITY
NOTE 5 -STOCKHOLDER'S EQUITY | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 5 -STOCKHOLDER'S EQUITY | NOTE 5 –STOCKHOLDER'S EQUITY Series A Convertible Preferred Stock In December 2012, the Board of directors authorized the offering for sale and issuance of up to a maximum of 3,000,000 Shares of our Series “A” Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”). The Stated Value of the Preferred Stock is $5.00 per Share. Each Share of Preferred Stock bears an eight percent (8%) cumulative dividend, due and payable quarterly as of July 31, October 31, January 31 and April 30. The Company records cumulative dividends whether or not declared. During the three month periods ended December 31, 2015 and 2014, the Company recorded deemed dividends of $18,200 for undeclared dividends on the preferred stock. Each share may be converted by the holder thereof, at any time, into one share of the Company’s common stock, par value $0.001 per share and one warrant exercisable at $6.50 per share into one share of the Company’s common stock. The Company may force conversion to common stock and one warrant if the Company’s common stock trades over $7.00 for forty-five consecutive trading days. Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding March 31, 2015 308,000 $ 2.30 2.3 $ - Granted, exercised, expired - $ - - - Outstanding and exercisable December 31, 2015 308,000 $ 2.30 1.33 $ - No option expense was recognized during the quarter ended December 31, 2015 and 2014. December 31, 2015 Expected volatility 190 % Expected dividends 0 Expected term (in years) 3.0 Risk-free rate 1.44 % A summary of warrant activity for the period ended December 31, 2015 are presented below: Number of Warrants Weighted Average Exercise Price Balance at March 31, 2015 300,000 $ 4.60 Granted, exercised, expired (60,000) $ - Balance at December 31, 2015 240,000 $ 4.69 Warrants exercisable at ended December 31, 2015 240,000 $ 4.63 Warrants expense recognized during the nine months ended December 31, 2015 and 2014 was $- and $387,080, respectively. |
NOTE 6 - INCOME TAXES
NOTE 6 - INCOME TAXES | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 6 - INCOME TAXES | NOTE 6 - INCOME TAXES We did not provide any current or deferred U.S. Federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” The Company has not taken a tax position that, if challenged, would have a material effect on the consolidated financial statements for the nine months ended December 31, 2015 and 2014, applicable under ACS 740. |
NOTE 7 -RELATED PARTY TRANSACTI
NOTE 7 -RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 7 -RELATED PARTY TRANSACTIONS | NOTE 7 –RELATED PARTY TRANSACTIONS Advances and Note Payable On November 28, 2012, the CE McMillan Family Trust (the "CE Trust") advanced the Company $100 to facilitate the opening of a new bank account in Irving, Texas. The trustee of the C.E. McMillan Family Trust is also the managing member of Cicerone Corporate Development, LLC ("Cicerone"). On September 4, 2013, we received a $750,000 Revolving Credit Note (the "Revolving Note") from Cicerone for operating expenses. The Revolving Note matured on February 1, 2015 and was extended to February 1, 2017 on the same terms and conditions and was reclassified to non-current liabilities. The note bears interest at the rate of LIBOR plus 2.75% per annum. As of December 31, 2015, the balance due was $622,382, with related accrued interest of $37,512. Interest expense related to this debt was $14,933 and $92,958 during the nine months ended December 31, 2015 and 2014, respectively. Professional Services On September 26, 2013, the Company entered into a new Consulting Agreement (the “Fidare Consulting Agreement”) with Fidare to provide consulting services relating to corporate governance, accounting procedures and control and strategic planning. The managing member of Fidare is the C.E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. On July 1, 2014, the Fidare Consulting Agreement was amended so Fidare would receive only monthly compensation shares of common stock valued at $20,000 based on the price at the close on the last trading day of each month. Effective April 1, 2015, Fidare agreed to waive all monthly compensation under the Fidare Agreement until further notice. For the nine month period ended December 31, 2015, the Company did not recognize any expenses under the Fidare Agreement due to the waiver discussed above. For the nine months ended December 31, 2014, the Company recognized $180,000 and $184,545 in expenses to Fidare consulting that were paid in shares of common stock and warrants which were recorded in Professional fees- related party expenses. As of December 31, 2015, the Company is obligated to issue Fidare 28,605 shares of the Company’s common stock that were earned prior to April 1, 2015. Chief executive officer compensation agreement The Company had a consulting agreement with Mr. Colin Richardson to serve as our chief executive officer. Mr. Richardson, payable by $10,000 in cash, and a number of shares of the Company’s common stock valued at $20,000 based on its price at the close on the last trading day of each month. The Company also issued two year warrants to purchase up to 20,000 shares of the Company’s common stock at an exercise price per share equal to the closing sale price of the common stock on the date of the issuance. Prior to July 1, 2014, Mr. Richardson also received warrants. As of December 31, 2015, Mr. Richardson was entitled to 123,259 shares of common stock valued at approximately $220,000 and was due cash compensation of $365,000. Director’s fees In exchange for his services as a member of the Board of Directors, Mr. Mike Farmer is entitled to receive $2,000 per month payable in cash. In addition, during the three month period ended September 30, 2014, Mr. Farmer was awarded options to purchase 108,000 of common stock at $1.00 per share and options to purchase 200,000 shares of our common stock at $3.00 per share. The options were fully vested at the date of issuance of the award. As of December 31, 2015, Mr. Farmer was due the cash portion of his compensation totaling $48,000. |
NOTE 8 - COMMITMENTS AND CONTIN
NOTE 8 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Effective July 1, 2015, the Company entered into a nine month sublease agreement for office space in Houston, Texas. In accordance of the terms of the sublease agreement, the Company would share approximately 4,000 square feet of office space with an oil and gas engineering firm for $3,000 per month. The Company also has a consulting contract with the engineering firm for oil and gas engineering consulting services. Rent expense totaled $18,000 for the nine months ended December 31, 2015, and is included in general and administrative expenses in the statement of operations. |
NOTE 9 - Subsequent Events
NOTE 9 - Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Notes | |
NOTE 9 - Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS During the three months ended March 31, 2016, consulting services totaling approximately $60,000 were accrued to common stock payable. During the year ended March 31, 2017, consulting services totaling approximately $475,000 were accrued to common stock payable. During the year ended March 31, 2017, the Company issued 125,241 common shares valued at $110,000. As of March 31, 2017, the Company has $787,000 in common stock payable, which is payable in 1,017,151 shares of common stock. Effective May 1, 2016, the Company replaced Mr. Richardson as executive consultant with an employee Mr. Lindholm as CEO. In December 2016, the Company issued a $20,000 8% Senior note with 40,000 warrants exercisable at $0.50 per share. The note matures on December 9, 2017, and accrued interest was $491 for the year ended March 31, 2017. The fair value of the warrants was $9,514, and was reported as a debt discount with amortization of $2,303 for the year ended March 31, 2017. The note payable balance net of the discount as of March 31, 2017 was $12,789. In January 2018, the note was converted into 133,334 shares of common stock. During the year ended March 31, 2017, the Company issued 200,000 shares of common stock valued at $180,000, valued based on the price at close on the last trading day of each month for services. During the year ended March 31, 2017, a related party converted advances totaling $115,000 to common stock at $1 per share, which was equivalent of the stock value on the date of conversion. During the years ended March 31, 2017 and 2016, 120,000 and 180,000 warrants expired. Effective July 1, 2017, the Company entered into a new Consulting Agreement with Fidare to provide consulting services relating to corporate governance, accounting procedures and control and strategic planning. The managing member of Fidare is the C.E. McMillan Family Trust. Harry McMillan is trustee of the C.E. McMillan Family Trust. Fidare receives monthly compensation of shares of common stock valued at $10,000 based on the price at the close on the last trading day of each month. On October 20, 2017, the Company received $30,000 for the purchase of 200,000 restricted common shares at $0.15 per share and 100,000 warrants at $0.50 per share exercise price with a three-year term. On February 6, 2018, management signed a repayment agreement with a creditor related to its court approved judgment and bank account lien in the amount of $16,026. As of June 30, 2018, the Company has paid $15,434. During March, 2018, the Company received $50,000 from subscription agreements for the purchase of 333,335 restricted common shares and 250,000 warrants with a $0.50/share exercise price and three year maturity. During March 2017, the Company entered into a settlement agreement with a prior officer. As of September 30, 2015, the Company had recorded accounts payable of approximately $328,000 and stock payable of $160,000. Subsequent to September 30, 2015, the Company recorded an additional compensation of approximately $210,000. In March 2017, the Company issued a promissory note for $205,000 and 422,719 common shares to be issued. In April 2018, the Company issued 422,719 common shares for the outstanding liability. For the year ended March 31, 2018, the Company issued 1,215,641 shares for compensation expenses, and 832,988 shares for consulting expenses. On August 10, 2018 the Company was notified the government convicted Mr. Loftis, former executive of Great Northern Energy, to a forfeiture order of $1,662,749.10. Chief Judge Christensen futher ordered Loftis to pay $7,931,666.55 in restitution to the victims of his crimes. Rangeford Resources had filed a Victim Impact Statement “United States v. Joseph Brent Loftis CR-15-11-BU-DLC for restitution for its $700,000 cash investment and 7,400,000 shares of Rangeford Resources, Inc. Common stock was issued at a market price of $5.00/shares (contract date November 15, 2012) valued at $37,000,000. On August 14, 2018, Rangeford Resources’ board of directors unanimously approved to retire 7,400,000 shares of common stock (stock certificate #1044 dated January 30 ,2013) issued to Great Northern Energy, Inc. Great Northern Energy surrendered the stock certificate to the transfer agent on September 1, 2013 and wrote letters to the SEC an FINRA confirming the release of the stock certificate. However, management elected not retire the stock certificate at the request of federal law enforcement official pending the conviction and sentencing of Great North Energy’s Joseph Brent Loftis. |
NOTE 3 - SIGNIFICANT ACCOUNTI15
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Policies | |
Estimates | 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 | Cash Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. |
Income taxes | Income taxes The Company accounts for income taxes under ASC 740 "Income Taxes" "Accounting for Income Taxes" “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2015 and March 31, 2015. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis at December 31, 2015 or March 31, 2015. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amounts of the assets to future net cash flows expected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets based on estimated future cash flows. |
Earnings Per Share Information | Earnings Per Share Information FASB ASC 260, “ Earnings Per Share” |
Share Based Expenses | Share Based Expenses The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". a b |
Reclassifications and revision of prior period amounts | Reclassifications and revision of prior period amounts Certain amounts in the December 31, 2014 financial statements have been reclassified to conform to the December 31, 2015 presentation. The Company has revised prior period statement of operations to include deemed preferred stock dividends of $18,200. |
Recent accounting pronouncements | In September 2015, the FASB issued Accounting Standards Update No. 2015-16: Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16). ASU 2015-16 is part of an initiative to reduce complexity in accounting standards, and requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. In addition, the amendments of this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Furthermore, ASU 2015-16 requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments to the provisional amounts had been recognized as of the acquisition date. For public entities, ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position or results of operations. In November 2015, the FASB issued Accounting Standards Update No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is part of an initiative to reduce complexity in accounting standards. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. However, this classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of the deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of an entity be offset and presented as a single amount is not affected by the amendments of ASU 2015-17. For public entities, ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years; early application is permitted. The Company has selected early application starting with the financial statements issued for the year ended December 31, 2015. The provisions of this accounting update do not have a material impact on the Company’s financial position or results of operations. Accordingly, the deferred tax liability and valuation allowance are classified as non-current. |
NOTE 5 -STOCKHOLDER'S EQUITY (T
NOTE 5 -STOCKHOLDER'S EQUITY (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule Of Stock Options | Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding March 31, 2015 308,000 $ 2.30 2.3 $ - Granted, exercised, expired - $ - - - Outstanding and exercisable December 31, 2015 308,000 $ 2.30 1.33 $ - |
Schedule Of Assumptions | December 31, 2015 Expected volatility 190 % Expected dividends 0 Expected term (in years) 3.0 Risk-free rate 1.44 % |
Schedule Of Warrants | A summary of warrant activity for the period ended December 31, 2015 are presented below: Number of Warrants Weighted Average Exercise Price Balance at March 31, 2015 300,000 $ 4.60 Granted, exercised, expired (60,000) $ - Balance at December 31, 2015 240,000 $ 4.69 Warrants exercisable at ended December 31, 2015 240,000 $ 4.63 |
NOTE 3 - SIGNIFICANT ACCOUNTI17
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Reclassifications and revision of prior period amounts (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Series A Preferred Stock | Preferred Stock | ||
Dividends, Preferred Stock | $ 18,200 | $ 18,200 |
NOTE 4 - AGREEMENT TO PURCHAS18
NOTE 4 - AGREEMENT TO PURCHASE OIL AND GAS PROPERTIES (Details) - shares | Sep. 01, 2015 | Nov. 15, 2012 | Dec. 31, 2015 | Jun. 01, 2015 |
Great Northern Energy, Inc | ||||
Stock Issued During Period, Shares, Acquisitions | 7,400,000 | |||
Shares, Outstanding | 7,400,000 | |||
George PSA | ||||
Working Interest | 30.00% | |||
Revenue Interest | 26.25% | |||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% |
NOTE 5 -STOCKHOLDER'S EQUITY (D
NOTE 5 -STOCKHOLDER'S EQUITY (Details) - USD ($) | Apr. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock Dividends, Income Statement Impact | $ 18,200 | $ 0 | $ 54,600 | $ 91,378 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Dividends, Stock | $ 54,600 | 91,378 | |||||
Dividends, Share-based Compensation, Stock | $ 91,378 | ||||||
Dividends Payable | $ 103,266 | $ 103,266 | |||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 608,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 308,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,179,395 | ||||||
Exercise 1 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 108,000 | ||||||
Investment Options, Exercise Price | $ 1 | ||||||
Exercise 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||
Investment Options, Exercise Price | $ 3 | ||||||
Common Stock | |||||||
Investment Warrants, Exercise Price | $ 6.50 | ||||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | |||||
Stock committed to issue | 151,864 | ||||||
Common stock payable | |||||||
Stock Issued During Period, Value, New Issues | $ 180,000 | ||||||
Common stock payable | Fidare | |||||||
Stock Issued During Period, Value, New Issues | $ 180,000 | ||||||
Stock Issued During Period, Shares, New Issues | 77,317 | ||||||
Common stock payable | CEO | |||||||
Stock Issued During Period, Value, New Issues | $ 40,000 | $ 180,000 | |||||
Stock Issued During Period, Shares, New Issues | 28,413 | 77,317 | |||||
Series A Preferred Stock | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Series A Preferred Stock | Preferred Stock | |||||||
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 | |||||
Preferred Stock Dividends, Income Statement Impact | $ 5 | ||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||||
Dividends, Preferred Stock | $ 18,200 | $ 18,200 |
NOTE 5 -STOCKHOLDER'S EQUITY_ S
NOTE 5 -STOCKHOLDER'S EQUITY: Schedule Of Stock Options (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2015 |
Details | ||
Shares outstanding | 308,000 | 308,000 |
Outstanding, Weighted Average Exercise Price | $ 2.30 | $ 2.30 |
Outstanding, Weighted Average Remaining Contractual Term | 2 years 3 months 18 days | 1 year 3 months 29 days |
Aggregate Intrinsic Value | $ 0 | $ 0 |
Shares granted | 0 | |
Price granted | $ 0 | |
Granted, Intrinsic value | $ 0 |
NOTE 5 -STOCKHOLDER'S EQUITY_21
NOTE 5 -STOCKHOLDER'S EQUITY: Schedule Of Assumptions (Details) - Note Warrant | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Expected volatility | 190.00% |
Expected dividends | 0.00% |
Expected term (in years) | $ 3 |
Risk-free rate | 1.44% |
NOTE 5 -STOCKHOLDER'S EQUITY_22
NOTE 5 -STOCKHOLDER'S EQUITY: Schedule Of Warrants (Details) - $ / shares | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | |
Shares outstanding | 308,000 | 308,000 | |
Outstanding, Weighted Average Exercise Price | $ 2.30 | $ 2.30 | $ 2.30 |
Shares granted | 0 | ||
Price granted | $ 0 | ||
Outstanding, Weighted Average Exercise Price | 2.30 | ||
Note Warrant | |||
Shares outstanding | 240,000 | 300,000 | |
Outstanding, Weighted Average Exercise Price | $ 4.69 | $ 4.69 | $ 4.60 |
Shares granted | (60,000) | ||
Price granted | $ 0 | ||
Outstanding, Weighted Average Exercise Price | $ 4.69 | ||
Exercisable, shares | 240,000 | ||
Exercisable, price | $ 4.63 |
NOTE 7 -RELATED PARTY TRANSAC23
NOTE 7 -RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jul. 01, 2014 | Sep. 04, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Nov. 28, 2012 |
Related party advances and notes payable | $ 100 | $ 100 | $ 100 | $ 100 | ||||
Professional fees | $ 83,000 | $ 138,676 | $ 353,340 | $ 1,823,154 | ||||
CEO | ||||||||
Debt Instrument, Payment Terms | The Company had a consulting agreement with Mr. Colin Richardson to serve as our chief executive officer. Mr. Richardson, payable by $10,000 in cash, and a number of shares of the Company’s common stock valued at $20,000 based on its price at the close on the last trading day of each month. | |||||||
Class of Warrant or Right, Outstanding | 20,000 | 20,000 | ||||||
Due to Related Parties | $ 365,000 | $ 365,000 | ||||||
A director | ||||||||
Debt Instrument, Payment Terms | In exchange for his services as a member of the Board of Directors, Mr. Mike Farmer is entitled to receive $2,000 per month payable in cash. | |||||||
Due to Related Parties | $ 48,000 | $ 48,000 | ||||||
Common stock payable | CEO | ||||||||
Stock compensation, value | $ 220,000 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 123,259 | |||||||
Common stock payable | A director | Exercise 1 | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 108,000 | |||||||
Exercisable, price | $ 1 | $ 1 | ||||||
Common stock payable | A director | Exercise 2 | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 200,000 | |||||||
Exercisable, price | $ 3 | $ 3 | ||||||
Fidare | Common stock payable | ||||||||
Stock compensation, value | $ 20,000 | |||||||
Professional fees | $ 180,000 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 28,605 | |||||||
Revolving Note | Cicerone | ||||||||
Revolving note | $ 750,000 | |||||||
Debt Instrument, Payment Terms | Revolving Note matured on February 1, 2015 and was extended to February 1, 2017 on the same terms and conditions and was reclassified to non-current liabilities. The note bears interest at the rate of LIBOR plus 2.75% per annum. | |||||||
Long-term Debt, Gross | $ 622,382 | $ 622,382 | ||||||
Interest Payable | $ 37,512 | 37,512 | ||||||
Interest Expense | $ 14,933 | $ 92,958 |
NOTE 8 - COMMITMENTS AND CONT24
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Operating Leases, Future Minimum Payments Due | $ 3,000 |
Operating Leases, Rent Expense, Net | $ 18,000 |
NOTE 9 - Subsequent Events (Det
NOTE 9 - Subsequent Events (Details) - USD ($) | Aug. 14, 2018 | Aug. 10, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Feb. 06, 2018 | Jan. 01, 2018 | Oct. 20, 2017 | Jan. 01, 2017 | Dec. 01, 2016 | Jul. 01, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Amortization of debt discount | $ 0 | $ 81,703 | |||||||||||||||
Subsequent Event | |||||||||||||||||
Stock compensation, value | $ 180,000 | ||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 200,000 | ||||||||||||||||
Debt Instrument, Face Amount | $ 20,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||
Class of Warrant or Right, Outstanding | 40,000 | ||||||||||||||||
Investment Warrants, Exercise Price | $ 0.50 | ||||||||||||||||
Debt Instrument, Maturity Date | Dec. 9, 2017 | ||||||||||||||||
Interest Payable | 491 | ||||||||||||||||
Warrants fair value | 9,514 | ||||||||||||||||
Amortization of debt discount | 2,303 | ||||||||||||||||
Long-term Debt, Gross | $ 12,789 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 30,000 | ||||||||||||||||
Subsequent Event | A prior officer | |||||||||||||||||
Notes Payable | $ 205,000 | ||||||||||||||||
Subsequent Event | Series 2 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 250,000 | 250,000 | |||||||||||||||
Investment Warrants, Exercise Price | $ 0.50 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 333,335 | ||||||||||||||||
Subsequent Event | Executive compensation | |||||||||||||||||
Stock Issued During Period, Shares, Other | 1,215,641 | ||||||||||||||||
Subsequent Event | Bank account lien | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 16,026 | ||||||||||||||||
Repayments of Bank Debt | $ 15,434 | ||||||||||||||||
Subsequent Event | Loftis | |||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 7,931,666.55 | ||||||||||||||||
Subsequent Event | Great Northern Energy, Inc | |||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 7,400,000 | ||||||||||||||||
Subsequent Event | Note Warrant | |||||||||||||||||
Expired, shares | 120,000 | 180,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 0.50 | ||||||||||||||||
Subsequent Event | Compensation | |||||||||||||||||
Stock compensation, value | $ 110,000 | ||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 125,241 | ||||||||||||||||
Subsequent Event | Compensation | A prior officer | |||||||||||||||||
Due to Related Parties | $ 210,000 | ||||||||||||||||
Subsequent Event | Professional fees | |||||||||||||||||
Stock Issued During Period, Shares, Other | 832,988 | ||||||||||||||||
Common stock payable | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 180,000 | ||||||||||||||||
Common stock payable | Fidare | |||||||||||||||||
Stock compensation, value | $ 20,000 | ||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 28,605 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 180,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 77,317 | ||||||||||||||||
Common stock payable | Subsequent Event | |||||||||||||||||
Stock compensation, value | $ 60,000 | 475,000 | |||||||||||||||
Stock payable, value | $ 787,000 | ||||||||||||||||
Stock payable, shares | 1,017,151 | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 115,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||||
Common stock payable | Subsequent Event | A prior officer | |||||||||||||||||
Stock payable, value | $ 160,000 | ||||||||||||||||
Stock payable, shares | 422,719 | ||||||||||||||||
Due to Related Parties | $ 328,000 | ||||||||||||||||
Common stock payable | Subsequent Event | Fidare | |||||||||||||||||
Expired, shares | $ 10,000 | ||||||||||||||||
Common Stock | |||||||||||||||||
Investment Warrants, Exercise Price | $ 6.50 | ||||||||||||||||
Common Stock | Subsequent Event | |||||||||||||||||
Conversion of Stock, Shares Converted | 133,334 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | ||||||||||||||||
Common Stock | Subsequent Event | A prior officer | |||||||||||||||||
Conversion of Stock, Shares Issued | 422,719 | ||||||||||||||||
Common Stock | Subsequent Event | Note Warrant | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.15 |