Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Mar. 31, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'Rangeford Resources, Inc. |
Document Type | '10-K |
Document Period End Date | 31-Mar-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001438035 |
Current Fiscal Year End Date | '--03-31 |
Entity Common Stock, Shares Outstanding | 18,127,912 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'No |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Entity Public Float | $0 |
Rangeford_Resources_Inc_Balanc
Rangeford Resources, Inc. - Balance Sheets (USD $) | Mar. 31, 2013 | Mar. 31, 2012 | ||
Current Assets: | ' | ' | ||
Cash | ' | $200 | ||
Prepaid expenses- related party | 24,375 | ' | ||
TOTAL CURRENT ASSETS | 24,375 | 200 | ||
Deposit | 36,557 | [1] | 0 | [1] |
Total Assets | 60,932 | 200 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' | ||
Accounts payable | 288,468 | 3,350 | ||
Accrued interest payable | 3,504 | 160 | ||
Related party advances and notes payable | 137,015 | 21,055 | ||
TOTAL CURRENT LIABILITIES | 428,987 | 24,565 | ||
Stockholders' Deficit | ' | ' | ||
Series A Convertible Preferred Stock | 162 | [2] | 0 | [1] |
Common Stock | 18,128 | [3] | 10,082 | [3] |
Additional paid-in capital | 2,094,910 | 30,131 | ||
Deficit accumulated during the development stage | -2,481,255 | -64,578 | ||
Total Stockholders' Deficit | -368,055 | -24,365 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $60,932 | $200 | ||
[1] | See Note 3 | |||
[2] | $0.001 par value; stated value $5.00 per share, 3,000,000 shares authorized; 162,000 and 0 shares outstanding at March 31, 2013 and 2012, respectively. | |||
[3] | $0.001 par value; 75,000,000 shares authorized; 18,127,912 and 10,081,700 shares issued and outstanding at March 31, 2013 and 2012, respectively. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Mar. 31, 2013 | Mar. 31, 2012 |
Statement of Financial Position | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 162,000 | ' |
Preferred Stock, Shares Outstanding | 162,000 | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares Issued | 18,127,912 | 10,081,700 |
Common Stock, Shares Outstanding | 18,127,912 | 10,081,700 |
Rangeford_Resources_Inc_Statem
Rangeford Resources, Inc. - Statements of Operations (USD $) | 12 Months Ended | 64 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | |
Income Statement | ' | ' | ' |
Revenue | ' | ' | ' |
OPERATING EXPENSES | ' | ' | ' |
Investor relations | 30,494 | ' | 30,494 |
Professional fees | 97,390 | ' | 97,390 |
Professional fees, related party | 1,475,921 | ' | 1,475,921 |
General and administrative | 30,274 | 11,090 | 94,692 |
Impairment of deposit | 700,000 | ' | 700,000 |
TOTAL OPERATING EXPENSES | 2,334,079 | 11,090 | 2,397,497 |
Loss from operations | -2,334,079 | -11,090 | -2,397,497 |
Interest expense | 82,598 | 160 | 82,758 |
Total other expense | 82,598 | 160 | 82,758 |
Loss before income taxes | -2,416,677 | -11,250 | -2,481,255 |
Provision for income tax | ' | ' | ' |
Net Loss | -2,416,677 | -11,250 | -2,481,255 |
Preferred stock dividends | -695,769 | ' | -695,769 |
Net loss attributable to common shareholders | ($3,112,446) | ($11,250) | ($3,177,024) |
Basic and diluted loss per common share | ($0.27) | $0 | ' |
Weighted average shares outstanding | 11,480,247 | 10,176,782 | ' |
Rangeford_Resources_Inc_Consol
Rangeford Resources, Inc. - Consolidated Statement of Stockholders' Equity (USD $) | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Total |
Balance, Value at Dec. 03, 2007 | ' | ' | ' | ' | ' | ' |
Common stock issued for cash, Value | ' | $58 | $42 | ' | ' | $100 |
Common stock issued for cash, Shares | ' | 57,803 | ' | ' | ' | ' |
Common stock issued for services, Value | ' | 7,630 | 5,570 | ' | ' | 13,200 |
Common stock issued for services, Shares | ' | 7,630,058 | ' | ' | ' | ' |
Common stock issued for subscription receivable, Value | ' | 2,312 | 1,688 | -4,000 | ' | ' |
Common stock issued for subscription receivable, Shares | ' | 2,312,139 | ' | ' | ' | ' |
Balance, Value at Mar. 31, 2008 | ' | 10,000 | 7,300 | -4,000 | ' | 13,300 |
Balance, Shares at Mar. 31, 2008 | ' | 10,000,000 | ' | ' | ' | ' |
Common stock issued for cash, Value | ' | 14 | 736 | ' | ' | 750 |
Common stock issued for cash, Shares | ' | 14,000 | ' | ' | ' | ' |
Collection of subscription receivable | ' | ' | ' | 4,000 | ' | 4,000 |
Net loss | ' | ' | ' | ' | -31,020 | -31,020 |
Balance, Value at Mar. 31, 2009 | ' | 10,014 | 8,036 | ' | -31,020 | -12,970 |
Balance, Shares at Mar. 31, 2009 | ' | 10,014,000 | ' | ' | ' | ' |
Common stock issued for cash, Value | ' | 85 | 10,565 | ' | ' | 10,650 |
Common stock issued for cash, Shares | ' | 85,200 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -7,172 | -7,172 |
Balance, Value at Mar. 31, 2010 | ' | 10,099 | 18,601 | ' | -38,192 | -9,492 |
Balance, Shares at Mar. 31, 2010 | ' | 10,099,200 | ' | ' | ' | ' |
Common stock issued for cash, Value | ' | 83 | 10,230 | ' | ' | 10,313 |
Common stock issued for cash, Shares | ' | 82,500 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -15,136 | -15,136 |
Balance, Value at Mar. 31, 2011 | ' | 10,182 | 28,831 | ' | -53,328 | -14,315 |
Balance, Shares at Mar. 31, 2011 | ' | 10,181,700 | ' | ' | ' | ' |
Rescinded common stock, Value | ' | -100 | 100 | ' | ' | ' |
Contributed Capital, Value | ' | ' | 1,200 | ' | ' | 1,200 |
Net loss | ' | ' | ' | ' | -11,250 | -11,250 |
Balance, Value at Mar. 31, 2012 | ' | 10,082 | 30,131 | ' | -64,578 | -24,365 |
Balance, Shares at Mar. 31, 2012 | ' | 10,081,700 | ' | ' | ' | ' |
Common stock issued for services, Value | ' | 371 | 687,855 | ' | ' | 688,226 |
Common stock issued for services, Shares | ' | 371,212 | ' | ' | ' | ' |
Contributed Capital, Value | ' | ' | 2,960 | ' | ' | 2,960 |
Series A Convertible Preferred Stock, Value | 162 | ' | 749,538 | ' | ' | 749,700 |
Series A Convertible Preferred Stock, Shares | 162,000 | ' | ' | ' | ' | ' |
Common stock issued for acquisition, Value | ' | 7,400 | 29,157 | ' | ' | 36,557 |
Common stock issued with debt, Value | ' | 275 | 78,519 | ' | ' | 78,794 |
Common stock issued with debt, Shares | ' | 275,000 | ' | ' | ' | ' |
Warrant expense | ' | ' | 495,695 | ' | ' | 495,695 |
Contributed capital from debt forgiveness | ' | ' | 21,055 | ' | ' | 21,055 |
Beneficial Conversion feature on Preferred Stock | ' | ' | 695,769 | ' | ' | 695,769 |
Deemed dividend due to amortization of Beneficial Conversion Feature on Preferred Stock | ' | ' | -695,769 | ' | ' | -695,769 |
Net loss | ' | ' | ' | ' | -2,416,677 | -2,416,677 |
Balance, Value at Mar. 31, 2013 | $162 | $18,128 | $2,094,910 | ' | ($2,481,255) | ($368,055) |
Balance, Shares at Mar. 31, 2013 | 162,000 | 18,127,912 | ' | ' | ' | ' |
Rangeford_Resources_Inc_Statem1
Rangeford Resources, Inc. - Statements of Cash Flows (USD $) | 12 Months Ended | 64 Months Ended | ||||
Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | ||||
Cash flows from Operating Activities | ' | ' | ' | |||
Net Loss | ($2,416,677) | ($11,250) | ($2,481,255) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | |||
Common stock issued for services | 688,226 | ' | 701,426 | |||
Amortization of debt discount | 78,794 | ' | 78,794 | |||
Warrant expense | 495,695 | ' | 495,695 | |||
Impairment of deposit | 700,000 | ' | 700,000 | |||
Changes in operating assets and liabilities: | ' | ' | ' | |||
Prepaid expenses, increase decrease | -24,375 | ' | -24,375 | |||
Accounts payable, increase decrease | 224,818 | 2,650 | 228,168 | |||
Accrued interest payable, increase decrease | 3,344 | 160 | 3,504 | |||
Net cash used in operating activities | -250,175 | -8,440 | -298,043 | |||
Cash Flows from Investing Activities | ' | ' | ' | |||
Deposit | -600,000 | ' | -600,000 | |||
Net cash provided by investing activities | -600,000 | ' | -600,000 | |||
Cash Flows From Financing Activities | ' | ' | ' | |||
Proceeds from related party payable | 71,095 | 7,060 | 93,650 | |||
Repayments of related party payables | -34,080 | -1,500 | -35,580 | |||
Issuance of Series A preferred stock | 810,000 | ' | 810,000 | |||
Contributed capital | 2,960 | 1,200 | 4,160 | |||
Proceeds from issuance of stock | ' | ' | 25,813 | |||
Net cash provided by financing activities | 849,975 | 6,760 | 898,043 | |||
Net (decrease) increase in cash | -200 | -1,680 | ' | |||
Cash, Beginning of Period | 200 | 1,880 | ' | |||
Cash, End of Period | ' | 200 | ' | |||
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ' | |||
Issuance of common stock for professional and consulting fees | ' | [1] | ' | [1] | 13,200 | [1] |
Issuance of common stock with debt | 78,794 | [2] | ' | [2] | 78,794 | [2] |
Issuance of common stock for deposit | 36,557 | [3] | ' | [3] | 36,557 | [3] |
Cash paid directly to third party for deposit | 100,000 | ' | 100,000 | |||
Forgiveness of related party loans | 21,055 | ' | 21,055 | |||
Unpaid issuance costs | 60,300 | ' | 60,300 | |||
Supplemental Cash Flow Information: | ' | ' | ' | |||
Cash paid for interest | ' | ' | ' | |||
Cash paid for income taxes | ' | ' | ' | |||
[1] | Issuance of 7,630,058 shares of common stock for professional and consulting services. | |||||
[2] | Issuance of 275,000 shares of common stock with debt. | |||||
[3] | Issuance of 7,400,000 shares of common stock for deposit. |
Note_1_Nature_of_Business
Note 1 - Nature of Business | 12 Months Ended |
Mar. 31, 2013 | |
Notes | ' |
Note 1 - Nature of Business | ' |
Note 1 - Nature of Business | |
Rangeford Resources, Inc. (the Company) was incorporated on December 4, 2007 in the State of Nevada. The Company was organized under the laws of the State of Nevada on December 4, 2007 for the purpose of purchasing, developing and operating oil and gas leases. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” is considered a Development Stage Company. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2013 | |
Notes | ' |
Note 2 - Significant Accounting Policies | ' |
Note 2 - 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" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. | |
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 March 31, 2013 and 2012. | |
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 March 31, 2013 and 2012. | |
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 The Company recorded an impairment charge of $700,000 for a deposit in the year ended March 31, 2013. No impairment charges were recorded for the year ended March 31, 2012 | |
Earnings Per Share Information | |
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. | |
Share Based Expenses | |
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. | |
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" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. | |
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 and allow it 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. | |
Recent Accounting Pronouncements | |
There were accounting standards and interpretations issued during the year ended March 31, 2013, none of which are expected to have a material impact on the Company’s financial position, operations, or cash flows. |
Note_3_Agreement_To_Purchase_O
Note 3 - Agreement To Purchase Oil and Gas Properties | 12 Months Ended |
Mar. 31, 2013 | |
Notes | ' |
Note 3 - Agreement To Purchase Oil and Gas Properties | ' |
Note 3 – Agreement to Purchase Oil and Gas Properties | |
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 in consideration for a purchase price that includes (a) a cash payment of $3,900,000 in the form of (i) a deposit of $100,000; (ii) a promissory note in the amount of $1,100,000; and (iii) a promissory note in the amount of $2,700,000 and (b) 7,400,000 shares of its restricted common stock. | |
As of March 31, 2013, the Company had transferred a total of $700,000 and issued 7,400,000 shares of common stock to GNE towards the purchase of the oil and gas properties, but the agreement has not been consummated. The $700,000 payment was initially recorded as a long-term deposit on the balance sheet and, subsequently, has been charged to impairment of deposit. | |
GNE has returned the stock certificate for 7,400,000 shares, however, GNE did not submit an executed stock power which is required to cancel the GNE shares. The 7,400,000 shares are considered issued and outstanding at March 31, 2013. The deposit of $36,557, which is related to the issuance of the 7,400,000 shares of common stock recorded on the balance sheet as of March 31, 2013, will be reversed in the period the shares are properly cancelled. |
Note_4_Stockholders_Equity
Note 4 - Stockholders' Equity | 12 Months Ended |
Mar. 31, 2013 | |
Notes | ' |
Note 4 - Stockholders' Equity | ' |
Note 4 - Stockholders’ 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 (the “Stated Value”). Each Share of Preferred Stock bears an eight percent (8%) cumulative dividend (the “Dividend”), due and payable quarterly as of July 31, October 31, January 31 and April 30. 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 (the “Common Stock”) and one warrant exercisable at $6.50 per share into one share of the Company’s Common Stock (the “Warrant”). 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. The Preferred Stock is currently being offered to certain high net worth individuals and accredited investors in a private offering. | |
In accordance with Emerging Issues Task Force Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the Company recognized an embedded beneficial conversion feature present in the Preferred Stock. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $695,769 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the Preferred Stock. The preferred stock discount of $695,769, attributed to the beneficial conversion feature, is recognized as a deemed preferred stock dividend. | |
In connection with the issuance of the preferred stock, the Company issued warrants granting the holder the right to acquire 162,000 shares of the Company’s common stock at $6.50 per share. The warrants expire three years from the date of issuance. In accordance with Emerging Issues Task Force Issue 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments (“EITF – 0027”), the Company will recognize the value attributable to the warrants in the amount of $378,269 to additional paid in capital and a discount against the preferred stock upon the conversion of the preferred stock into warrants. The Company valued the warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and the following assumptions: contractual terms of 3 years, an average risk free interest rate of 0.38%, a dividend yield of 0%, and volatility of 175.00%. | |
As of March 31, 2013, the company had received proceeds of $810,000 for 162,000 shares of Preferred Stock. | |
Common stock | |
The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001. | |
On December 4, 2007, the Company authorized the issuance of 10,000,000 shares of its $0.001 par value common stock at $0.00173 per share in consideration of $100 in cash, $4,000 in a subscription receivable and $13,200 of professional and legal services for a total consideration of $17,300. | |
During the year ended March 31, 2009, the Company issued 14,000 shares of its common stock pursuant to its S-1 registration statement which was declared effective on August 15, 2008 for a total cash consideration of $750. | |
The Company also issued 82,500 and 85,200 shares during the years ended March 31, 2011 and 2010 for a total cash consideration of $10,313 and $10,650, respectively. | |
During the year ended March 31, 2012, the Company rescinded 100,000 common shares previously issued for services. | |
During the year ended March 31, 2013, the following amounts of our common shares were issued: | |
On December 14, 2012, 23,106 shares valued at $57,765 were issued to E. Robert Gates pursuant to the terms of a corporate officer consulting engagement agreement for services. | |
On December 14, 2012, 23,106 shares valued at $57,765 were issued to John Miller pursuant to the terms of a corporate officer consulting engagement agreement for services. | |
On December 14, 2012, 25,000 shares with a relative fair value of $7,163 were issued to John Albury, pursuant to the terms of a note agreement. | |
On December 14, 2012, a total of 100,000 shares valued at $216,800 were issued to Fidare Consulting Group, LLC, pursuant to the terms of a professional services contract. (See Note 7) | |
On December 14, 2012, a total of 450,000 shares were issued to Gregory Hadley, 250,000 with a relative fair value of $71,631 were issued pursuant to the terms of a note agreement and 200,000 valued at $202,000 were issued as compensation for board fees. | |
On January 30, 2013, we issued 7,400,000 shares of common stock to GNE towards the purchase of certain oil and gas properties, but the agreement had not been consummated. As of the date of this report, the future status of these shares remains uncertain as GNE returned the stock certificate representing such shares but, has yet to submit the necessary stock power to cancel the shares and transfer the shares back to us. The 7,400,000 shares are considered issued and outstanding at March 31, 2013. The deposit of $36,557, recorded on the balance sheet as of March 31, 2013, will be reversed in the period the shares are properly cancelled. | |
At March 31, 2013, the Company had authorized the issuance of 25,000 shares of common stock valued at $153,850 to Mr. Kevin Carreno, a former board member, pursuant to the terms of his contract to provide legal services to the company. | |
Net loss per common share | |
Net loss per share is computed using the basic and diluted weighted average number of common shares outstanding during the period. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding unless common stock equivalent shares are anti-dilutive. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the years ended March 31, 2013 and 2012. |
Note_5_Income_Taxes
Note 5 - Income Taxes | 12 Months Ended | |||
Mar. 31, 2013 | ||||
Notes | ' | |||
Note 5 - Income Taxes | ' | |||
Note 5 - 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,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. | ||||
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended March 31, 2013 and 2012, applicable under ACS 740.As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. | ||||
Changes in the net deferred tax assets consist of the following: | ||||
31-Mar-13 | 31-Mar-12 | |||
Net operating loss carryforward | $ (1,232,756) | $ (11,250) | ||
Valuation allowance | 1,232,756 | 11,250 | ||
Net deferred tax asset | $ - | $ - | ||
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: | ||||
31-Mar-13 | 31-Mar-12 | |||
Net operating loss carryforward | $ (435,402) | $ 3,938 | ||
Valuation allowance | 435,402 | (3,938) | ||
Net deferred tax asset | $ - | $ - | ||
The Company did not pay any income taxes during the years ended March 31, 2013 or 2012. | ||||
The net federal operating loss carry forward will expire in 2032. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
Note_6_Related_Party_Notes_Pay
Note 6 - Related Party Notes Payable and Advances | 12 Months Ended |
Mar. 31, 2013 | |
Notes | ' |
Note 6 - Related Party Notes Payable and Advances | ' |
Note 6 – Related Party Notes Payable and Advances | |
On November 1, 2012, the Company entered into a note agreement with a shareholder whereby the Company borrowed $10,000 from the shareholder (the “Albury Note”). The Albury Note was payable in 60 days with interest at 6% per annum. In accordance with the terms of the note agreement, the Company agreed to issue 25,000 shares of unregistered common stock to the shareholder. The note was paid in full in December 2012. The shares of unregistered common stock had a relative fair value of approximately $7,163 as of November 1, 2012, which was recorded as additional interest expense over the 60 day term of the note. As of March 31, 2013, all of the 25,000 shares were issued to Albury. | |
On November 1, 2012, the Company entered into a note agreement with a shareholder/director of the Company, pursuant to which the Company borrowed $100,000 from the shareholder which was payable in 60 days with interest at 6% per annum (the “Hadley Note”). Proceeds from the Hadley Note were paid directly to GNE as a deposit to purchase certain oil and gas assets (see Note 3). The Hadley Note was payable in 60 days with interest at 6% per annum. In accordance with the terms of the note, the Company agreed to issue 250,000 shares of unregistered common stock to the shareholder. The shares of unregistered common stock had a relative fair value of approximately $71,631 as of November 1, 2012, which was recorded as additional interest expense over the 60 day term of the note. As of March 31, 2013, all 250,000 shares were issued to Hadley. The note has not been repaid as of March 31, 2013. | |
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 Fidare Consulting Group, LLC ("Fidare") and Cicerone Corporate Development, LLC ("Cicerone"). The advance had not been repaid as of March 31, 2013. (See Note 7) | |
At various times during the year ended March 31, 2013, Cicerone advanced funds to the Company for operating expenses. Cicerone advanced a total of $60,995 to the Company and was repaid $24,080 with a balance due of $36,915 as of March 31, 2013. Cicerone is a stockholder of the Company. (See Note 7) | |
We received loans from two of our shareholders totaling $21,055 from inception to March 31, 2012 for the purposes of funding startup operations. These loans were non-interest bearing and due on demand. On June 30, 2012 these loans totaling $21,055 were forgiven by the shareholders and credited to our additional paid in capital account. |
Note_7_Related_Party_Transacti
Note 7 - Related Party Transactions | 12 Months Ended | ||||||||||||||
Mar. 31, 2013 | |||||||||||||||
Notes | ' | ||||||||||||||
Note 7 - Related Party Transactions | ' | ||||||||||||||
Note 7 - Related Party Transactions | |||||||||||||||
Professional Services | |||||||||||||||
The company recorded professional fees to related parties of $1,475,921 which are as follows: | |||||||||||||||
Fidare Consulting Group, LLC | Strategic planning | $ 792,495 | |||||||||||||
Directors Fees | 263,000 | ||||||||||||||
Kevin A. Carreno | Legal | 184,850 | |||||||||||||
E. Robert Gates | Former Vice-President | 67,788 | |||||||||||||
John Miller | Former CFO | 67,788 | |||||||||||||
Colin Richardson | President | 50,000 | |||||||||||||
Steven R. Henson | Former President | 40,000 | |||||||||||||
Fred Ziegler | Former President | 10,000 | |||||||||||||
$ 1,475,921 | |||||||||||||||
In December 2012, the Company entered into a Master Services Agreement with IntreOrg Systems, Inc. (“IntreOrg”) to provide third party data aggregation and surveillance of share ownership, purchases, sales and custody by individuals, institutions, broker-dealers, clearing agents, and custodians for a period of one year commencing on December 31, 2012. The annual subscription service is $30,000 plus a one-time set-up fee of $2,500. The agreement renews automatically and remains “evergreen” for succeeding one year terms, unless terminated according to the termination provisions contained in the agreement. The principle owner and CEO/President/Director of IntreOrg was the President and a major stockholder of the Company as of March 31, 2013. | |||||||||||||||
In September 2012, the Company entered into a professional services contract with Fidare Consulting Group, LLC (Fidare) to provide consulting services relating to corporate governance, accounting procedures and controls and strategic planning. In accordance with the terms of the original contract, Fidare receives monthly compensation of 20,000 common shares per month and warrants to purchase 20,000 common shares with an exercise price equal to the closing sale price of the Company’s common stock on the date of issuance, plus reasonable and necessary expenses. The warrants are exercisable at any time for two years from the date of issuance and may be settled on a net basis. In December 2012, the contract was amended to provide for monthly compensation of $20,000 per month plus warrants to purchase 20,000 common shares on the same terms described above. As of March 31, 2013, 100,000 shares had been issued to Fidare. | |||||||||||||||
Harry McMillan is trustee of the C.E. McMillan Family Trust, which Trust serves as the managing member of Fidare and Cicerone. Mr. McMillan is the Trustee for the benefit of his wife, Christy McMillan and their children, and is also a member of each of Fidare and Cicerone. Each of these entities, as well as certain beneficiaries of the Trust, own shares of our common stock and therefore, Mr. McMillan and the Trust may be deemed to beneficially own such shares. Each disclaims beneficial ownership of such shares. Cicerone was also a member of RF Colorado, who prior to the RF Distribution, was one of our major stockholders. The Company believes, although the shareholdings received pursuant to these agreements may not exceed the required thresholds, Mr. McMillan is a related party. | |||||||||||||||
The fair value of each warrant granted was estimated on the date of grant using the Black-Scholes option valuation. Expected volatilities are based on volatilities from the historical trading ranges of the Company’s stock. The expected term of options granted is estimated at the contractual term as noted in the individual option agreements and represents the period of time that options granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bill rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options. The key assumptions used in evaluating the warrants and the estimated fair value are as follows: | |||||||||||||||
Grant Date | Warrants Issued | Fair Value | Expected Volatility | Expected Dividends | Expected term (in years) | Risk-free rate | Estimated Fair Value Using Black-Scholes Model | ||||||||
30-Sep-12 | 20,000 | $ 27,945 | 212.8% | - | 2.00 | 0.23% | $ 1.49 | ||||||||
31-Oct-12 | 20,000 | $ 17,373 | 208.5% | - | 2.00 | 0.30% | $ 0.93 | ||||||||
30-Nov-12 | 20,000 | $ 85,220 | 204.5% | - | 2.00 | 0.25% | $ 4.62 | ||||||||
31-Dec-12 | 20,000 | $ 118,309 | 201.0% | - | 2.00 | 0.25% | $ 6.48 | ||||||||
31-Jan-13 | 20,000 | $ 109,335 | 199.0% | - | 2.00 | 0.27% | $ 6.04 | ||||||||
28-Feb-13 | 20,000 | $ 117,240 | 197.3% | - | 2.00 | 0.25% | $ 6.52 | ||||||||
31-Mar-13 | 20,000 | $ 20,273 | 194.3% | - | 2.00 | 0.25% | $ 1.14 | ||||||||
Total | 140,000 | $ 495,695 | |||||||||||||
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 12 Months Ended |
Mar. 31, 2013 | |
Notes | ' |
Note 8 - Subsequent Events | ' |
Note 8 – Subsequent Events | |
GNE has attempted to unilaterally terminate the Agreement and in connection therewith, on June 1, 2013, GNE returned the stock certificate for the Agreement Shares, which are to be returned to the Company upon termination of the Agreement. However, GNE did not submit an executed stock power which is required to cancel the Agreement Shares and transfer them back to the Company. Management does not believe GNE has the right to unilaterally terminate the Agreement. Additionally, GNE has yet to return the $700,000 received from the Company that also must be returned upon termination of the Agreement. In light of these facts, as of the date of this Report, the Company considers the Agreement Shares issued and outstanding, but until management decides how to proceed with GNE, the future status of such shares is uncertain. Management is considering the Company’s options with regard to GNE to determine a path that is best suitable for its shareholders. | |
On May 5, 2013, the Company issued 5,000 shares of common stock valued at $22,000 to Mr. Kevin Carreno, a former board member, pursuant to the terms of his contract to provide legal services to the company. | |
On May 28, 2013, the Company issued 28,356 shares to Fidare Consulting Group related to the exercise of 40,000 warrants. | |
On June 26, 2013, the Company entered into a new Consulting Agreement with Fidare (a related party) to provide consulting services relating to corporate governance, accounting procedures and control and strategic planning. In accordance with the terms of the Consulting Agreement, Fidare receives monthly compensation of shares of common stock valued at $20,000 based on the price at the close on the last trading day of each month and 20,000 warrants to purchase common stock, with each warrant having an exercise price equal to the closing sale price of the Common Stock on the date of issue and providing for a cashless or net issue exercise. As of March 31, 2013, 100,000 shares had been issued to Fidare. As of April 29, 2014, the Company has issued 320,000 warrants and 144,918 shares of common stock to Fidare, pursuant to the terms of the contract. | |
On July 2, 2013, the Company issued 15,584 shares of common stock to Delaney Equity Group as payment of an outstanding invoice owed to them for fees related to the issuance of the Series A Convertible Preferred stock. | |
On September 4, 2013, we received a $750,000 Revolving Credit Note (the "Cicerone Revolving Note") from Cicerone Corporate Development, LLC ("Cicerone") (a related party). The Cicerone Revolving Note matures on February 1, 2015 and bears interest at the rate of LIBOR plus 2.75% per annum, which is payable semi-annually on June 30 and December 31 of each year. We may request advances on the Cicerone Revolving Note in increments of $10,000 at any time prior to the maturity date. If we do not pay the outstanding amount on the maturity date, then the interest rate shall increase to the lesser of 12% or the maximum rate of interest permitted by law. As an inducement to entering into the Cicerone Revolving Note, we issued Cicerone 1,500,000 shares of our common stock (the "Inducement Shares"). The Cicerone Revolving Note contains standard events of default, including nonpayment of the Note or any other liability exceeding $50,000, as well as a change in control or entry into bankruptcy, upon which Cicerone may enforce its rights under the Revolving Note. At the time of entering into the Cicerone Revolving Note, Cicerone had already loaned us approximately $65,100, which amount is included as amount advanced under the Cicerone Revolving Note that must be paid back. As of March 31, 2013, Cicerone had advanced a total of $60,995 to the company and was repaid $24,080 with a balance due of $36,915. As of April 29, 2014, we received a total of approximately $368,114, including the $65,100, in advances under the Cicerone Revolving Note. The managing member of Cicerone is the C.E. McMillan Family Trust, which is also the managing member of Fidare Consulting Group, LLC who provides consulting services to the Company. (See Note 7) | |
On September 23, 2013 the Company issued 20,000 shares of its Series A convertible preferred stock to settle the past due outstanding promissory note payable to Gregory W. Hadley, dated November 1, 2012, in the amount of $100,000. No gain or loss will be recognized on settlement of the debt because the fair value of the preferred stock issued is equal to the carrying value of the debt. | |
On September 24, 2013, the Company issued 1,500,000 shares to Cicerone Corporate Development, LLC related to providing at $750,000 line of credit. | |
As of September 30, 2013, we issued Mr. Kevin Carreno, a former Board Member, 21,364 shares of our common stock as payment of outstanding invoices owed to him for his legal services, which is valued at $79,173. | |
As of March 31, 2014, we have issued Mr. Richardson 26,313 shares of common stock and 120,000 warrants, valued at $120,000, pursuant to his Officer Agreement. | |
On January 27, 2014, the Company issued 33,140 shares valued at $16,570 in partial payment of the company’s cumulative Series A Convertible Preferred stock dividend. | |
On January 27, 2014, the Company issued 33,140 shares valued at $16,570 in partial payment of the company’s cumulative Series A Convertible Preferred stock dividend. | |
On February 25, 2014, the Company issued 30,800 shares to Fidare Consulting Group related to the exercise of 120,000 warrants. | |
Note_2_Significant_Accounting_1
Note 2 - Significant Accounting Policies: Estimates (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
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. |
Note_2_Significant_Accounting_2
Note 2 - Significant Accounting Policies: Cash (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
Cash | ' |
Cash | |
Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. |
Note_2_Significant_Accounting_3
Note 2 - Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income taxes | |
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Note_2_Significant_Accounting_4
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
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 March 31, 2013 and 2012. | |
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 March 31, 2013 and 2012. |
Note_2_Significant_Accounting_5
Note 2 - Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
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 The Company recorded an impairment charge of $700,000 for a deposit in the year ended March 31, 2013. No impairment charges were recorded for the year ended March 31, 2012 |
Note_2_Significant_Accounting_6
Note 2 - Significant Accounting Policies: Earnings Per Share Information (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
Earnings Per Share Information | ' |
Earnings Per Share Information | |
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. |
Note_2_Significant_Accounting_7
Note 2 - Significant Accounting Policies: Share Based Expenses (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
Share Based Expenses | ' |
Share Based Expenses | |
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. | |
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" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
Note_2_Significant_Accounting_8
Note 2 - Significant Accounting Policies: Going Concern (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
Going Concern | ' |
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 and allow it 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_2_Significant_Accounting_9
Note 2 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Mar. 31, 2013 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
There were accounting standards and interpretations issued during the year ended March 31, 2013, none of which are expected to have a material impact on the Company’s financial position, operations, or cash flows. |
Note_5_Income_Taxes_Note_6_Net
Note 5 - Income Taxes: Note 6- Net Deferred Tax Assets Tables (Tables) | 12 Months Ended | |||
Mar. 31, 2013 | ||||
Tables/Schedules | ' | |||
Note 6- Net Deferred Tax Assets Tables | ' | |||
Changes in the net deferred tax assets consist of the following: | ||||
31-Mar-13 | 31-Mar-12 | |||
Net operating loss carryforward | $ (1,232,756) | $ (11,250) | ||
Valuation allowance | 1,232,756 | 11,250 | ||
Net deferred tax asset | $ - | $ - | ||
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: | ||||
31-Mar-13 | 31-Mar-12 | |||
Net operating loss carryforward | $ (435,402) | $ 3,938 | ||
Valuation allowance | 435,402 | (3,938) | ||
Net deferred tax asset | $ - | $ - | ||
Note_7_Related_Party_Transacti1
Note 7 - Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended | |||
Mar. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Related Party Transactions | ' | |||
Fidare Consulting Group, LLC | Strategic planning | $ 792,495 | ||
Directors Fees | 263,000 | |||
Kevin A. Carreno | Legal | 184,850 | ||
E. Robert Gates | Former Vice-President | 67,788 | ||
John Miller | Former CFO | 67,788 | ||
Colin Richardson | President | 50,000 | ||
Steven R. Henson | Former President | 40,000 | ||
Fred Ziegler | Former President | 10,000 | ||
$ 1,475,921 |
Note_7_Related_Party_Transacti2
Note 7 - Related Party Transactions: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 12 Months Ended | ||||||||||||||
Mar. 31, 2013 | |||||||||||||||
Tables/Schedules | ' | ||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||||||||||
Grant Date | Warrants Issued | Fair Value | Expected Volatility | Expected Dividends | Expected term (in years) | Risk-free rate | Estimated Fair Value Using Black-Scholes Model | ||||||||
30-Sep-12 | 20,000 | $ 27,945 | 212.8% | - | 2.00 | 0.23% | $ 1.49 | ||||||||
31-Oct-12 | 20,000 | $ 17,373 | 208.5% | - | 2.00 | 0.30% | $ 0.93 | ||||||||
30-Nov-12 | 20,000 | $ 85,220 | 204.5% | - | 2.00 | 0.25% | $ 4.62 | ||||||||
31-Dec-12 | 20,000 | $ 118,309 | 201.0% | - | 2.00 | 0.25% | $ 6.48 | ||||||||
31-Jan-13 | 20,000 | $ 109,335 | 199.0% | - | 2.00 | 0.27% | $ 6.04 | ||||||||
28-Feb-13 | 20,000 | $ 117,240 | 197.3% | - | 2.00 | 0.25% | $ 6.52 | ||||||||
31-Mar-13 | 20,000 | $ 20,273 | 194.3% | - | 2.00 | 0.25% | $ 1.14 | ||||||||
Total | 140,000 | $ 495,695 |
Recovered_Sheet1
Note 2 - Significant Accounting Policies: Impairment of Long-lived Assets (Details) (USD $) | 12 Months Ended | 64 Months Ended |
Mar. 31, 2013 | Mar. 31, 2013 | |
Details | ' | ' |
Impairment of deposit | $700,000 | $700,000 |
Note_3_Agreement_To_Purchase_O1
Note 3 - Agreement To Purchase Oil and Gas Properties (Details) (USD $) | Jan. 27, 2014 | Jan. 24, 2014 | 28-May-13 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | Nov. 15, 2012 | ||
Great Northern Energy | Great Northern Energy | ||||||||
Cash Paid for Oil and Gas Properties | ' | ' | ' | ' | ' | ' | $3,900,000 | ||
Deposit to Acquire Oil and Gas Properties | ' | ' | ' | ' | ' | ' | 100,000 | ||
Other Notes Payable | ' | ' | ' | ' | ' | ' | 1,100,000 | ||
Other Notes Payable, Current | ' | ' | ' | ' | ' | ' | 2,700,000 | ||
Restricted Common Stock | ' | ' | ' | ' | ' | ' | 7,400,000 | ||
Impairment of Deposit | ' | ' | ' | ' | ' | 700,000 | ' | ||
Common Stock, Shares Issued | 33,140 | 33,140 | 28,356 | 18,127,912 | 10,081,700 | 7,400,000 | ' | ||
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | ' | 7,400,000 | ' | ||
Deposit | ' | ' | ' | $36,557 | [1] | $0 | [1] | $36,557 | ' |
[1] | See Note 3 |
Note_4_Stockholders_Equity_Det
Note 4 - Stockholders' Equity (Details) (USD $) | Jan. 27, 2014 | Jan. 24, 2014 | 28-May-13 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2010 | Mar. 31, 2009 | Mar. 31, 2013 | Aug. 15, 2008 | Dec. 05, 2007 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Mar. 31, 2013 | Jan. 30, 2013 | ||
Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | ||||||||
E. Robert Gates | John Miller | John Albury | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Gregory Hadley | Gregory Hadley | Gregory Hadley | Great Northern Energy, Inc. | Great Northern Energy, Inc. | ||||||||||||||||
Note Agreement | Board Fees | Note Agreement | Board Fees | |||||||||||||||||||||||
Redeemable Convertible Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | 162,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Redeemable Convertible Preferred Stock, Redemption Price Per Share | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stated Value Preferred Stock | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Cumulative Dividend Rate | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beneficial Conversion Feature | ' | ' | ' | ' | ' | ' | 695,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred Stock, Discount on Shares | ' | ' | ' | ' | ' | ' | 695,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Subscribed but Unissued | ' | ' | ' | ' | ' | ' | 162,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Par Value | ' | ' | ' | $0.00 | $0.00 | ' | $6.50 | ' | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrant Value | ' | ' | ' | ' | ' | ' | 378,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | ' | ' | ' | ' | ' | 810,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Authorized | ' | ' | ' | 75,000,000 | 75,000,000 | ' | ' | ' | ' | ' | 75,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Other Significant Noncash Transaction, Value of Consideration Given | ' | ' | ' | ' | ' | ' | ' | 10,313 | 10,650 | ' | ' | 750 | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accrued Professional Fees, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock Shares Issued | ' | ' | ' | ' | ' | ' | ' | 82,500 | 85,200 | 14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Issued | 33,140 | 33,140 | 28,356 | 18,127,912 | 10,081,700 | ' | ' | ' | ' | ' | ' | ' | ' | 23,106 | 23,106 | 25,000 | 100,000 | ' | ' | 450,000 | 250,000 | 200,000 | ' | 7,400,000 | ||
Common Stock | 16,570 | 16,570 | ' | 18,128 | [1] | 10,082 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | 57,765 | 57,765 | 7,163 | 216,800 | 71,631 | 202,000 | ' | ' | ' | ' | ' |
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,400,000 | ' | ||
Deposit | ' | ' | ' | $36,557 | [2] | $0 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $36,557 | ' |
[1] | $0.001 par value; 75,000,000 shares authorized; 18,127,912 and 10,081,700 shares issued and outstanding at March 31, 2013 and 2012, respectively. | |||||||||||||||||||||||||
[2] | See Note 3 |
Note_5_Income_Taxes_Note_6_Net1
Note 5 - Income Taxes: Note 6- Net Deferred Tax Assets Tables (Details) (USD $) | Mar. 31, 2013 | Mar. 31, 2012 |
Deferred Tax Assets, Operating Loss Carryforwards | ($1,232,756) | ($11,250) |
35% | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards | -435,402 | 3,938 |
Deferred Tax Assets, Valuation Allowance | $435,402 | ($3,938) |
Note_6_Related_Party_Notes_Pay1
Note 6 - Related Party Notes Payable and Advances (Details) (USD $) | Jan. 27, 2014 | Jan. 24, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | Nov. 01, 2012 | Mar. 31, 2013 | Nov. 01, 2012 | Nov. 01, 2012 | Nov. 28, 2012 | Mar. 31, 2013 | Jun. 30, 2012 | Mar. 31, 2012 | ||
Albury Note | Albury Note | Hadley Note | Hadley Note | GNE | CE Trust | Cicerone | Two Shareholders | Two Shareholders | |||||||
Due to Related Parties, Current | ' | ' | ' | ' | ' | $10,000 | ' | $100,000 | ' | $100 | $60,995 | ' | $21,055 | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | ' | ' | ' | ' | 6.00% | ' | 6.00% | 6.00% | ' | ' | ' | ' | ||
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | 25,000 | 25,000 | 250,000 | 250,000 | ' | ' | ' | ' | ' | ||
Common Stock | 16,570 | 16,570 | 18,128 | [1] | 10,082 | [1] | ' | 7,163 | ' | 71,631 | ' | ' | ' | ' | ' |
Additional paid-in capital | ' | ' | $2,094,910 | $30,131 | ' | ' | ' | ' | ' | ' | ' | $21,055 | ' | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 18,127,912 and 10,081,700 shares issued and outstanding at March 31, 2013 and 2012, respectively. |
Note_7_Related_Party_Transacti3
Note 7 - Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $) | 12 Months Ended | 64 Months Ended |
Mar. 31, 2013 | Mar. 31, 2013 | |
Professional fees | $97,390 | $97,390 |
Fidare Consulting Group, LLC | ' | ' |
Professional fees | 792,495 | ' |
Directors | ' | ' |
Professional fees | 263,000 | ' |
Kevin A. Carreno | ' | ' |
Professional fees | 184,850 | ' |
E. Robert Gates | ' | ' |
Professional fees | 67,788 | ' |
John Miller | ' | ' |
Professional fees | 67,788 | ' |
Colin Richardson | ' | ' |
Professional fees | 50,000 | ' |
Steven R. Henson | ' | ' |
Professional fees | 40,000 | ' |
Fred Ziegler | ' | ' |
Professional fees | $10,000 | ' |
Note_7_Related_Party_Transacti4
Note 7 - Related Party Transactions (Details) (USD $) | Jan. 27, 2014 | Jan. 24, 2014 | 28-May-13 | Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
IntreOrg Systems, Inc. | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | Fidare Consulting Group, LLC | ||||||
Subscription Agreement | ' | ' | ' | ' | ' | $30,000 | ' | ' | ' |
Set Up Fees | ' | ' | ' | ' | ' | $2,500 | ' | ' | ' |
Share Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 |
Warrants Issued as Compensation | ' | ' | ' | ' | ' | ' | ' | 20,000 | 20,000 |
Common Stock, Shares Issued | 33,140 | 33,140 | 28,356 | 18,127,912 | 10,081,700 | ' | 100,000 | ' | ' |
Note_7_Related_Party_Transacti5
Note 7 - Related Party Transactions: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $) | Mar. 31, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2012 |
Details | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 |
Equity, Fair Value Disclosure | $20,273 | $117,240 | $109,335 | $118,309 | $85,220 | $17,373 | $27,945 |
Long-Duration Contracts, Assumptions by Product and Guarantee, Volatility Rate | 194.30% | 197.30% | 199.00% | 201.00% | 204.50% | 208.50% | 212.80% |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | 0.25% | 0.27% | 0.25% | 0.25% | 0.30% | 0.23% |
Estimated Fair Value | $1.14 | $6.52 | $6.04 | $6.48 | $4.62 | $0.93 | $1.49 |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) (USD $) | Jan. 27, 2014 | Jan. 24, 2014 | 28-May-13 | Mar. 31, 2013 | Mar. 31, 2012 | Jun. 01, 2013 | Sep. 30, 2013 | 5-May-13 | Apr. 29, 2014 | Jun. 26, 2013 | 28-May-13 | Mar. 31, 2013 | 28-May-13 | Feb. 01, 2015 | Apr. 29, 2014 | Dec. 31, 2013 | Sep. 04, 2013 | Mar. 31, 2013 | Sep. 23, 2013 | Nov. 01, 2012 | Sep. 24, 2013 | Mar. 31, 2014 | ||
GNE | Kevin Carreno | Kevin Carreno | Fidare Consulting Group | Fidare Consulting Group | Fidare Consulting Group | Fidare Consulting Group | Delaney Equity Group | Cicerone Revolving Note | Cicerone Revolving Note | Cicerone Revolving Note | Cicerone Revolving Note | Cicerone Revolving Note | Gregory W. Hadley | Gregory W. Hadley | Cicerone Corporate Development, LLC | Colin Richardson | ||||||||
Due from Related Parties | ' | ' | ' | ' | ' | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Issued | 33,140 | 33,140 | 28,356 | 18,127,912 | 10,081,700 | ' | 21,364 | 5,000 | 144,918 | ' | ' | 100,000 | 15,584 | ' | ' | 1,500,000 | ' | ' | ' | ' | 1,500,000 | 26,313 | ||
Common Stock | 16,570 | 16,570 | ' | 18,128 | [1] | 10,082 | [1] | ' | ' | 22,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 |
Warrant Exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Monthly Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrants Issued as Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loans and Leases Receivable, Gross, Consumer, Revolving, Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 750,000 | ' | ' | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Feb-15 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | 2.75% | ' | ' | ' | ' | ' | ||
Other Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ||
Due to Related Parties, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 368,114 | 65,100 | ' | 60,995 | ' | ' | ' | ' | ||
Redeemable Convertible Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ||
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ||
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ||
Legal Fees | ' | ' | ' | ' | ' | ' | $79,173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 18,127,912 and 10,081,700 shares issued and outstanding at March 31, 2013 and 2012, respectively. |