Virtus Oil & Gas (CURG) 10-Q 20 Oct 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Aug. 31, 2015	Oct. 20, 2015
Document And Entity Information
Entity Registrant Name	Virtus Oil & Gas Corp.
Document Type	10-Q
Document Period End Date	Aug. 31, 2015
Amendment Flag	false
Entity Central Index Key	1,478,725
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		55,844,618
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Balance Sheets

Balance Sheets - USD ($)	Aug. 31, 2015	Nov. 30, 2014
Current assets:
Cash	$ 77,044	$ 175,869
Total current assets	77,044	175,869
Property and equipment, net	2,360	2,873
Oil and gas properties, net	1,302,253	659,331
Other asset	30,000	0
Total assets	1,411,657	838,073
Current liabilities:
Accounts payable and accrued expenses	812,676	346,398
Convertible note payable, net	267,768	0
Accrued interest	29,328	0
Derivative liability	460,102	0
Total current liabilities	$ 1,569,874	$ 346,398
Commitments
Stockholders' equity (deficit):
Common stock, $0.001 par value, 150,000,000 shares authorized 54,745,489 and 50,110,064 shares issued and outstanding at August 31, 2015 and November 30, 2014, respectively	$ 54,746	$ 50,110
Additional paid-in capital	4,740,530	3,025,102
Stock subscription payable	0	310,000
Accumulated deficit	(4,953,493)	(2,893,537)
Total stockholders' equity	(158,217)	491,675
Total liabilities and stockholders' equity (deficit)	$ 1,411,657	$ 838,073

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2015	Nov. 30, 2014
Statement of Financial Position [Abstract]
Common Stock, Par Value	$ 0.001	$ .001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares Issued	54,745,489	50,110,064
Common Stock, Shares Outstanding	54,745,489	50,110,064

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Aug. 31, 2015	Aug. 31, 2014
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	518,312	389,556	1,429,247	1,548,823
Professional Fees	228,861	131,816	447,487	248,563
Total operating expenses	747,173	521,372	1,876,734	1,797,386
Operating loss	(747,173)	(521,372)	(1,876,734)	(1,797,386)
Other income (expense):
Interest expense	(28,647)	0	(29,328)	(3,572)
Discount amortization	(98,844)	0	(106,729)	0
Loss on extinguishment of debt	(103,971)	0	(103,971)	0
Derivative income	45,851	0	56,806	0
Total other income (expense)	(185,611)	0	(183,222)	(3,572)
Net loss	$ (932,784)	$ (521,372)	$ (2,059,956)	$ (1,800,958)
Weighted average number of common shares outstanding - basic and fully diluted	52,997,137	49,020,021	51,502,925	48,518,587
Net (loss) per share - basic and fully diluted	$ (.02)	$ (.01)	$ (.04)	$ (.04)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	9 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,059,956)	$ (1,800,958)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	513	393
Share based compensation expense	1,009,290	1,314,580
Discount amortization	106,729	0
Change in derivative liability	(56,806)	0
Impairment of oil and gas properties	122,000
Loss on debt extinguishment	103,971	0
Decrease (increase) in assets:
Prepaid expenses	0	938
Increase (decrease) in liabilities:
Accounts payable and accrued expenses	466,278	18,787
Accrued expenses	0	8,000
Accrued expenses, related party	29,328	(4,529)
Net cash used in operating activities	(278,653)	(462,789)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of certificate of deposit	(30,000)	0
Purchase of oil and gas properties	(740,172)	(541,864)
Purchase of equipment	0	(2,143)
Net cash used in investing activities	(770,172)	(544,007)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	150,000	1,079,655
Proceeds from convertible notes payable - related party	800,000	(47,749)
Net cash provided by financing activities	950,000	1,031,906
NET CHANGE IN CASH	(98,825)	25,110
CASH AT BEGINNING OF PERIOD	175,869	486
CASH AT END OF PERIOD	77,044	25,596
SUPPLEMENTAL INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON CASH TRANSACTIONS:
Common stock issued for oil and gas lease	24,750	0
Conversion of convertible notes into common stock	$ 226,024	$ 0

1. Nature of Business and Signi

1. Nature of Business and Significant Accounting Policies	9 Months Ended
	Aug. 31, 2015
Accounting Policies [Abstract]
Nature of Business and Significant Accounting Policies	Nature of Business Virtus Oil and Gas Corp. (“the Company”) was incorporated in the state of Nevada on September 30, 2009 (“Inception”). The Company was originally formed as Curry Gold Corp to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities. On July 17, 2012, however, the Company abandoned its plans to enter into the catering van business and is now an oil and gas exploration and production company. On March 23, 2015, the Company created a new subsidiary, Virtus Operations, Inc., a Utah corporation, to act as an operator for its oil and gas properties in Iron County in southern Utah. As of the date of this filing, the subsidiary has no operations or assets. We are an oil and gas exploration company and have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include forming our entity, developing our business plan, registering with the SEC and listing our Common Stock on the OTCBB exchange under the symbol, “VOIL”. In October 2013, the Company acquired an interest in an oil and gas property and is focusing its efforts on developing this property and identifying additional properties in which to invest. Our properties are located in Iron County in southern Utah. Basis of Presentation The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in US currency have been prepared by the Company pursuant to the rules and regulations of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report for the year ended November 30, 2014 filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended November 30, 2014 as reported in form 10-K have been omitted. The Company has adopted a fiscal year end of November 30. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Stock Based Compensation Stock-based awards to non-employees are accounted for using the fair value method. The Company adopted provisions which require that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements. The Company has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The Company will calculate the fair value of options using a Black-Scholes option pricing model. The Company does not currently have any outstanding options subject to future vesting therefore no charge is required for the periods presented. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that are using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made. Accounting for Oil and Gas Properties The Company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, professional fees incurred for the lease acquisitions, capitalized interest costs relating to properties, geological expenditures, and tangible and intangible development costs (including direct internal costs), are capitalized into the full cost pool. When the Company commences production from established proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, will be depleted on the units-of-production method using estimates of proven reserves. Investments in unproved properties and major development projects, including capitalized interest if any, are not depleted until proven reserves associated with the projects can be determined. If the future exploration of unproven properties is determined to be uneconomical, the amount of such properties is added to the capital costs to be depleted. As of August 31, 2015 and November 30, 2014, the Company's oil and gas properties consisted of capitalized acquisition and exploration costs for unproved mineral rights. Fair Value of Financial Instruments Financial instruments consist principally of cash, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments. On May 22, 2015, June 22, 2015, and August 11, 2015, the Company entered into convertible note agreements with variable conversion price, which gives rise to a derivative liability, which has been valued using a binomial lattice-based valuation model using holding period assumptions developed from the Company's business plan and management assumptions, and expected volatility from comparable companies including OTC Pink® and small-cap companies. Increases or decreases in the Company's share price, the volatility of the share price, changes in interest rates in general, and the passage of time will all impact the value of the derivative liability. The Company re-values the variable conversion feature at the end of each reporting period and any changes are reflected as gains or losses in current period results. Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Recent Accounting Pronouncements Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.

2. Going Concern

2. Going Concern	9 Months Ended
	Aug. 31, 2015
Risks and Uncertainties [Abstract]
Going Concern	As shown in the accompanying financial statements, the Company has no revenues and has incurred continuous losses from operations, had an accumulated deficit of $4,953,493 and a working capital deficit of $1,492,830 at August 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Related Party

3. Related Party	9 Months Ended
	Aug. 31, 2015
Related Party Transactions [Abstract]
Related Party	On August 1, 2013, the Company entered into an engagement letter with Clear Financial Solutions, Inc., a Texas corporation (Clear Financial). On December 5, 2013, the Company and Clear Financial entered into Amendment No. 1 to Engagement Letter. Under the engagement letter and the amendment (collectively, the “Engagement Letter”) Clear Financial will provide certain financial consulting services to the Company and Mr. Steven M. Plumb, founder and President of Clear Financial, will serve as the Chief Financial Officer of the Company. Clear Financial will, among other things, prepare and review the Company’s financial statements, oversee internal accounting controls and provide advice on generally accepted accounting principles. In addition, As compensation for the services provided, the Company pays Clear Financial a fee of $5,000 per month and has agreed to issue up to 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to Mr. Plumb. The Engagement Letter has an initial term of one year and will automatically renew for successive one-year periods until terminated by either party upon 60 days’ written notice prior to the end of the then current term. Clear Financial was paid $46,500 for Mr. Plumb’s services for the nine months ended August 31, 2015. In addition, in February 2015, the Company issued 500,000 shares of the Company’s common stock to Mr. Plumb, having a fair market value of $400,000 on the date of grant, for which the Company recorded $366,667 as compensation expense during the year ended November 30, 2014. The Company recognized the remaining $33,333 in compensation expense during the nine months ended August 31, 2015. The Engagement Letter further provides that Clear Financial may from time to time bring oil and gas investment opportunities to the Company’s attention. Pursuant to the Engagement Letter, the Company will assign a 1% carried interest to each of Mr. Plumb and/or Mr. Jerry Walters, a principal of Clear Financial, with respect to each oil and gas investment opportunity that Messrs. Plumb and/or Walters bring to the Company’s attention and in which the Company invests. On May 13, 2014, the Company appointed Rupert Ireland to serve as President, Chief Executive Officer, Secretary and Treasurer of the Company, effective immediately. In connection with Mr. Ireland’s appointment as President and Chief Executive Officer, the Company entered into an Employment Agreement, dated May 13, 2014, with Mr. Ireland. Pursuant to the Employment Agreement, Mr. Ireland will be paid a base salary of $120,000 per year and a signing bonus of $5,000. Mr. Ireland will also be entitled to receive up to 3,000,000 shares of the Company’s Common Stock, to be issued in increments of 1,000,000 shares on May 13 in 2015, 2016 and 2017, if he continues to be employed. The Employment Agreement has an initial term of three years and will automatically renew for successive one-year periods until earlier terminated. The Employment Agreement May be terminated (i) at any time by the Company for “cause,” (ii) upon no less than 60 days’ written notice by either party for any reason, or (iii) upon no less than 30 days’ written notice by either party at the end of the original 3-year term or any renewal term. The Employment Agreement also terminates immediately upon Mr. Ireland’s death or disability. If Mr. Ireland’s employment is terminated for “cause” by the Company, or if he voluntarily resigns, then he will forfeit any shares of Common Stock that have not yet been issued by the Company as of the date of such termination or resignation. If Mr. Ireland’s employment is terminated for any other reason, he will be entitled to receive the full 3,000,000 shares of Common Stock. The Employment Agreement defines “cause” as the willful and continued failure by Mr. Ireland to perform his duties, the conviction of a felony, or any other material conduct that is contrary to the best interests of the Company or adversely affects the reputation of the Company. The fair market value of Mr. Ireland’s stock award was $2,550,000 on the date of grant. The Company is recognizing $70,833 per month in compensation related expense. The Company recognized $212,500 and $637,500 in expense related to Mr. Ireland’s stock grant during the three and nine months ended August 31, 2015, respectively. On May 14, 2015, the Company issued 1,000,000 shares of Common Stock to Mr. Ireland under the terms of his employment agreement.

4. Oil and Gas Properties, net

4. Oil and Gas Properties, net	9 Months Ended
	Aug. 31, 2015
Extractive Industries [Abstract]
4. Oil and Gas Properties	Oil and gas properties consist of the following unapproved properties at August 31, 2015 and November 30, 2014, respectively: August 31, November 30, 2015 2014 Oil and gas properties: Beaver County, Utah Prospect $ 30,000 $ 30,000 Iron County, Utah Prospect 1,424,253 659,331 Total oil and gas properties 1,454,253 689,331 Less impairment (152,000 ) (30,000 ) Oil and gas properties, net $ 1,302,253 $ 659,331 Tidewater Agreement On August 19, 2014, the Company completed the acquisition of oil and gas leases issued by the U.S. Bureau of Land Management (the “ BLM Tidewater Leases Tidewater The aggregate purchase price of the Leases was $290,000, which was paid in installments beginning in December 2013. Virtus made the final payment of the purchase price on August 1, 2014, and thereafter the Company and Tidewater subsequently prepared and executed the appropriate assignments and other forms required by the BLM and the county clerk to reflect the assignment of the Leases from Tidewater to Virtus. Tidewater’s sale of the leases was subject to the approval of the U.S. District Court for the District of Colorado (the “Bankruptcy Court”), which is presiding over Tidewater’s Chapter 11 bankruptcy proceedings. The Bankruptcy Court approved the sale of the leases on December 11, 2013. The Tidewater Agreement contemplates the drilling of an initial 12,000 foot vertical test well in the Jurassic-Navajo, Permian-Kaibab formation on the leases. Although Tidewater will retain a 12.5% working interest in the leases, the Company has agreed to pay 100% of the cost of drilling and completing this test well, which is estimated to be approximately $2.5 million. The Company has agreed to pre-pay such costs at least 30 days prior to the spud date, which was expected to be no later than February 3, 2015. However, the Company and Tidewater extended the date to September 1, 2015, by a First Amendment to Letter Agreement dated May 6, 2014. If the Company fails to prepay such costs and/or fails to timely complete the initial test well, it will forfeit its interests in the oil and gas leases and Tidewater will retain the purchase price. During the nine months ended August 31, 2015, the Company made payments of $51,126 on expiring leases covered by the Tidewater Agreement, $10,000 for a survey for a drilling location, $24,750 for a lease modification, $100,000 mobilization fee on a drilling contract, and $554,296 in drilling permit acquisition costs, for a total of $740,172. TJBB Agreement On September 22, 2014, the Company, made the last payment ($75,000) required for the acquisition of BLM oil and gas leases covering approximately 18,690.50 acres in Iron County, Utah (the “TJBB Leases TJBB Pursuant to the TJBB Agreement, the purchase price for the leases was $168,215, which was paid in installments from May through September of 2014. The Company acquired an 87.5% working interest and an 80% net revenue interest in the TJBB Leases and TJBB retained a 12.5% working interest in the TJBB Leases. Pursuant to the TJBB Leases, we are obligated to pay 100% of the cost to (i) drill and complete an initial 7,000 foot vertical test well in the Jurassic-Navajo, Permian-Kaibab by July 31, 2015, which is estimated to cost $500,000, and (ii) drill a secondary 12,000 foot vertical test well in the Jurassic-Navajo, Permian-Kaibab by March 1, 2016. If the Company fails to drill and complete the initial test well and the secondary well in the Jurassic-Navajo, Permian-Kaibab formation by the deadline under the TJBB Agreement, the Company will forfeit its interest in the TJBB Leases. TJBB Amendment; Extension of Deadline; Drilling Contract On April 2, 2015, the Company, entered into the First Amendment to Letter Agreement (the “TJBB Amendment”) with Tom Johnson and Bill Berryman (collectively, “TJBB”), which amends the letter agreement dated May 6, 2014, previously entered into by the Company and TJBB (the “TJBB Agreement”). Pursuant to the TJBB Agreement, the Company agreed to purchase an 87.5% working interest in oil and gas leases covering approximately 18,690.50 acres in Iron County, Utah. Pursuant to the TJBB Agreement, the Company anticipated that it would drill a 12,000-foot test well in the Jurassic-Navajo, Permian-Kaibab formation on the leases no later than June 2015. The TJBB Amendment modified the TJBB Agreement by postponing the deadline to drill the 12,000-foot test well to March 1, 2016, and replacing the commitment with an initial test well contemplated to a depth of 7,000-foot, or a depth sufficient to test the Jurassic-Navajo formation, on or before July 30, 2015. In anticipation of the change in the drilling obligations under the TJBB Agreement, the Company has entered into a drilling agreement with Energy Drilling, LLC (“Energy Drilling”) to drill a 7,000-foot vertical well on the Company’s oil and gas leases in Iron County, Utah. The Company will pay Energy Drilling a mobilization fee of $100,000, plus a mobilization rate of $11,900 per day, plus the actual cost of all required equipment, labor, services and permits to drill the well. Energy Drilling will begin drilling the well as soon as reasonably practicable after receiving the appropriate permits. The contract also provides for the Company to pay Energy Drilling a demobilization fee of $110,000 and a demobilization rate of $11,900 per day. On May 27, 2015 the Company paid the mobilization fee in the amount of $100,000. In consideration of entering into the TJBB Amendment, the Company issued an aggregate 50,000 restricted shares of its Common Stock, valued at $24,750, to TJBB in a private transaction that was exempt from applicable registration requirements. Except for the amendments described above, the TJBB Agreement will remain unchanged and in full force and effect. In July 2015, the Company identified a drilling location for the test well and began drilling operations in August 2015. The test well drilling operations ceased in September 2015 in order to evaluate the information gathered to date. The well was drilled to a depth of 5,362 feet and revealed oil shows at depths from 4,470 feet to 4,670 feet, consistent with the seismic data obtained and previously analyzed. The Company has not yet determined the next steps to be taken regarding this well. Pioneer Agreement On October 19, 2013, the Company entered into a Purchase Agreement with Pioneer Oil and Gas, pursuant to which the Company agreed to purchase two separate oil and gas leases issued by the BLM covering approximately 4,150 acres in Beaver County, Utah, for an aggregate purchase price of $460,000. The Company made an initial payment of $30,000 to Seller on October 25, 2013, but did not make any subsequent payments because it chose not to pursue development of those leases. On December 23, 2013, the Company delivered written notice to Seller of the Company’s intention to terminate the purchase agreement. As a result, the agreement was terminated by seller in December 2013, and the Company forfeited its initial payment and any rights to the subject leases. Seismic Exchange On July 1, 2014, the Company engaged Seismic Exchange, Inc., a Louisiana corporation (“SEI”), to provide certain two-dimensional seismic data covering approximately 47.44 square miles for an aggregate purchase price of $98,434. The seismic data includes geophysical and geological information along the Parowan Prospect in Iron County, Utah, where the Company had acquired its working interest in oil and gas leases covering an aggregate 55,477.50 acres. The License Agreement has a term of seven years from the effective date of June 12, 2014, subject to earlier termination by SEI upon a material breach by the Company. The term of the Supplemental Agreement attached to the License Agreement will end 20 years after the effective date. The seismic data acquired from SEI is intended to provide the Company with a greater understanding of the subsurface geology and aid its geologists in selecting the optimal location to drill its first well. The Company has had the data reprocessed and integrated with its existing seismic data to outline potential drilling prospects. The Company has selected a drilling location for the first well that it expects to drill in the Parowan Prospect and has applied for a permit to drill this well. The Company recorded $122,000 impairment expense in August 31, 2015 for expired leases. In May 2015, the Company entered into a drilling agreement with Energy Drilling, LLC (“Energy Drilling”) to drill a 7,000-foot vertical well on the Company’s oil and gas leases in Iron County, Utah. The Company will pay Energy Drilling a mobilization fee of $100,000, plus a mobilization rate of $11,900 per day, plus the actual cost of all required equipment, labor, services and permits to drill the well. Energy Drilling will begin drilling the well as soon as reasonably practicable after receiving the appropriate permits. The contract also provides for the Company to pay Energy Drilling a demobilization fee of $110,000 and a demobilization rate of $11,900 per day. The mobilization fee of $100,000 was paid on May 27, 2015. On August 18, 2015, the Company made a payment of $35,700 to Energy Drilling for mobilization of the rig.

5. Convertible Note Payable

5. Convertible Note Payable	9 Months Ended
	Aug. 31, 2015
Debt Disclosure [Abstract]
Convertible Note Payable	On May 22, 2015, the Company entered into a securities purchase agreement (the “ Purchase Agreement Investor Convertible Notes Convertible Note Pursuant to the Purchase Agreement, on May 22, 2015, the Company sold the right for three convertible notes aggregating $1,150,000 which principal amount was reduced to $800,000 u pon the Company filing an effective Registration Statement with the Securities and Exchange Commission on August 11, 2015. The notes bear interest at the rate of 7% per annum. The Convertible Notes are convertible at any time after issuance, in whole or in part, at the Investor’s option, into shares of Common Stock, at a conversion price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest volume weighted average prices of the Common Stock during the twelve consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 65%, and (ii) $0.75 (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). The Company is required to reserve at least 150% of the number of shares of Common Stock which are necessary to effect the conversion of all the Convertible Notes then outstanding. The Investor shall not be entitled to convert any portion of the Convertible Notes, to the extent that after such conversion, the Investor (together with its affiliates) would beneficially own more than 4.99% of the outstanding shares of Common Stock as of such date. The Convertible Note include customary event of default provisions and provide for a default interest rate of 18% per annum. Upon the occurrence of an event of default, the Investor may require the Company to pay in cash the “Event of Default Redemption Price” which is an amount equal to the greater of (i) the product of (A) the conversion amount to be redeemed multiplied by (B) 135% (or 100% if related to an insolvency event of default) and (ii) the product of (X) the conversion rate in effect at that time multiplied by (Y) the product of (1) 135% (or 100% if an insolvency related event of default) multiplied by (2) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company pays the applicable Event of Default Redemption Price. Subject to certain conditions, the Company has the right at any time to redeem all, but not less than all, of the total outstanding conversion amount then remaining under a Convertible Note at a price equal to 130% of such amount. During the period August 31, 2015, the investor converted principal in the amount of $226,024 into 1,711,225 number shares of common stock. Other Terms The Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Purchase Agreement also provides for indemnification of the Investor and its affiliates in the event that the Investor incurs losses, liabilities, obligations, claims, contingencies, damages, costs and expenses related to the Company’s breach of any of its representations, warranties or covenants under the Purchase Agreement.

6. Derivative Liability

6. Derivative Liability	9 Months Ended
	Aug. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	In May 2015, June 2015, and August 2015, the Company issued convertible note agreements with a variable conversion feature that gave rise to a derivative. The derivative liability has been valued using a binomial lattice-based option valuation model using holding period assumptions developed from the Company's business plan and management assumptions, and expected volatility from comparable companies including OTC Pink® and small-cap companies. Increases or decreases in the Company's share price, the volatility of the share price, changes in interest rates in general, and the passage of time will all impact the value of the derivative liability. The Company re-values the derivative liability at the end of each reporting period and any changes are reflected as gains or losses in current period results. The assumptions used are as follows: Initial Valuation Date August 31, 2015 Market value of common stock on measurement date (1) $0.30 - 0.45 $0.23 Adjusted conversion price (2) $0.17 - 0.29 $0.124 Risk free interest rate (3) 0.23% - 0.37% 0.27% Life of the note in years 1 year 0.84 years Expected volatility (4) 1 - 1.24% 107% Expected dividend yield (5) - - (1) The market value of common stock is based on closing market price as of initial valuation date. (2) The adjusted conversion price is calculated based on conversion terms described in the note agreement. (3) The risk-free interest rate was determined by management using the 2 year Treasury Bill as of the respective Offering or measurement date. (4) The volatility factor was estimated by management using the historical volatilities of the Company’s stock. (5) Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. The derivative liability on August 31, 2015 was $460,102. The change in the derivative value during the three and nine months ended August 31, 2015 of approximately $45,851 and $56,806 was included in the determination of net loss during the three and nine months ended August 31, 2015. The Registration Rights Agreement requires the Company to register the resale of the Securities within certain time limits and to be subject to certain penalties in the event the Company fails to timely file the Registration Statement, fails to obtain an effective Registration Statement or, once effective, to maintain an effective Registration Statement until the Securities are saleable pursuant to Rule 144 without volume restriction or other limitations on sale. Accordingly, if (A) the Initial Registration Statement is not declared effective on or before the 120th calendar day following the Initial Closing Date (September 19, 2015), (B) any other Registration Statement is not declared effective on or before its Effectiveness Deadline, or (C) any Registration Statement described in Section 2 is declared effective by the SEC but shall thereafter cease to be effective for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event, a “ Non-Registration Event Liquidated Damages

7. Stockholders' Equity

7. Stockholders' Equity	9 Months Ended
	Aug. 31, 2015
Equity [Abstract]
Stockholders' Equity	The Company has authorized 150,000,000 shares of Common Stock. The Company had 54,745,489 and 50,110,064 shares issued and outstanding at August 31, 2015 and November 30, 2014, respectively. On January 21, 2015, the Company issued 184,856 to Mablewood Investments, pursuant to the October 30, 2014 Securities Purchase Agreement with Mablewood Investments. The proceeds were received on November 7, 2014, but the shares were not issued until January 21, 2015. The proceeds were recorded as a stock payable as of November 30, 2014. On February 7, 2015, the Company issued 500,000 shares of its $0.001 par value common stock to its chief financial officer per his contract. On March 12, 2015, the Company sold 187,794 shares of its Common Stock to Mablewood Investments for $100,000, pursuant to the January 26, 2015 Securities Purchase Agreement with Mablewood Investments. On April 10, 2015, the Company issued 25,000 shares of its Common Stock each to the two holders of the TJBB Lease Agreement, valued at $24,750. On April 16, 2015, the Company sold 116,550 shares of its Common Stock to Mablewood Investments for $50,000, pursuant to the April 16, 2015 Securities Purchase Agreement with Mablewood Investments. These shares were issued on June 17, 2015. On August 13, 2015, the Company issued 250,000 shares of its Common Stock to Himmil Investments for $40,706 pursuant to a conversion on the convertible note. On August 20, 2015, the Company issued 500,000 shares of its Common Stock to Himmil Investments for $61,750 pursuant to a conversion on the convertible note. On August 25, 2015, the Company issued 1,021,225 shares of its Common Stock to Himmil Investments for $123,568 pursuant to a conversion on the convertible note. Stock Compensation The Company has stock based compensation agreements with its senior executives, Rupert Ireland, Brett Murray and Steven Plumb. During the nine months ended August 31, 2015, the Company recognized $637,500, $345,500 and $33,333, respectively, as compensation to each executive. Of the total compensation expense of $1,016,133, $862,665 was recorded as a charge to additional paid in capital and $153,468 was recorded as accrued expense. During the nine months ended August 31, 2015, the Company issued 1,000,000 shares of its common stock to its chief executive officer pursuant to his contract; 500,000 shares of common stock to Brett Murray; and 1,000,000 shares of common stock to Steven Plumb. In addition, the Company issued 100,000 shares to a geophysicist for consulting services and 75 shares for strategic planning consulting services. Both recipients are independent from the Company. The Company accrued $51,000 for shares owed to consultant and not yet issued.

8. Subsequent Events

8. Subsequent Events	9 Months Ended
	Aug. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	On September 16, 2015, the Company received a conversion notice from the Investor in its convertible notes payable requesting the conversion of $97,000 in principal and $7,275 in accrued interest into 1,008,462 shares of the Company’s common stock. On October 7, 2015, Virtus Oil and Gas Corp. (the “ Company Purchase Agreement Investor Convertible Note Common Stock Pursuant to the Purchase Agreement, on October 7, 2015, the Company sold the Investor a Convertible Note in an original principal amount of $600,000 for a purchase price of $375,000, giving effect to a $25,000 discount. The Convertible Note matures on October 7, 2016 and accrues interest at a rate of 7% per annum. The Convertible Note is convertible at a conversion price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest volume weighted average prices of the Common Stock during the twelve consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 65%, and (ii) $0.30 (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). Interest on the Convertible Note is payable in shares of Common Stock, in cash or in a combination of cash and Common Stock. Upon any conversion or redemption of any outstanding principal amount of a Convertible Note prior to maturity, the Investor is entitled to receive an interest make-whole equal to the amount of interest that would have accrued on such converted or redeemed principal amount from such conversion date or redemption date, as applicable, at the applicable interest rate through the stated maturity date. If (i) the Company has properly filed the Registration Statement with the Securities and Exchange Commission (the “ SEC th th th th th

1. Nature of Business and Sig14

1. Nature of Business and Significant Accounting Policies (Policy)	9 Months Ended
	Aug. 31, 2015
Accounting Policies [Abstract]
Nature of Business	Nature of Business Virtus Oil and Gas Corp. (“the Company”) was incorporated in the state of Nevada on September 30, 2009 (“Inception”). The Company was originally formed as Curry Gold Corp to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities. On July 17, 2012, however, the Company abandoned its plans to enter into the catering van business and is now an oil and gas exploration and production company. On March 23, 2015, the Company created a new subsidiary, Virtus Operations, Inc., a Utah corporation, to act as an operator for its oil and gas properties in Iron County in southern Utah. As of the date of this filing, the subsidiary has no operations or assets. We are an oil and gas exploration company and have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include forming our entity, developing our business plan, registering with the SEC and listing our Common Stock on the OTCBB exchange under the symbol, “VOIL”. In October 2013, the Company acquired an interest in an oil and gas property and is focusing its efforts on developing this property and identifying additional properties in which to invest. Our properties are located in Iron County in southern Utah.
Basis of Presentation	Basis of Presentation The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in US currency have been prepared by the Company pursuant to the rules and regulations of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report for the year ended November 30, 2014 filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended November 30, 2014 as reported in form 10-K have been omitted. The Company has adopted a fiscal year end of November 30.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Stock Based Compensation	Stock Based Compensation Stock-based awards to non-employees are accounted for using the fair value method. The Company adopted provisions which require that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements. The Company has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The Company will calculate the fair value of options using a Black-Scholes option pricing model. The Company does not currently have any outstanding options subject to future vesting therefore no charge is required for the periods presented. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that are using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.
Accounting for Oil and Gas Properties	Accounting for Oil and Gas Properties The Company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, professional fees incurred for the lease acquisitions, capitalized interest costs relating to properties, geological expenditures, and tangible and intangible development costs (including direct internal costs), are capitalized into the full cost pool. When the Company commences production from established proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, will be depleted on the units-of-production method using estimates of proven reserves. Investments in unproved properties and major development projects, including capitalized interest if any, are not depleted until proven reserves associated with the projects can be determined. If the future exploration of unproven properties is determined to be uneconomical, the amount of such properties is added to the capital costs to be depleted. As of August 31, 2015 and November 30, 2014, the Company's oil and gas properties consisted of capitalized acquisition and exploration costs for unproved mineral rights.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Financial instruments consist principally of cash, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments. On May 22, 2015, June 22, 2015, and August 11, 2015, the Company entered into convertible note agreements with variable conversion price, which gives rise to a derivative liability, which has been valued using a binomial lattice-based valuation model using holding period assumptions developed from the Company's business plan and management assumptions, and expected volatility from comparable companies including OTC Pink® and small-cap companies. Increases or decreases in the Company's share price, the volatility of the share price, changes in interest rates in general, and the passage of time will all impact the value of the derivative liability. The Company re-values the variable conversion feature at the end of each reporting period and any changes are reflected as gains or losses in current period results.
Basic and Diluted Loss per Share	Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.

4. Oil and Gas Properties (Tabl

4. Oil and Gas Properties (Tables)	9 Months Ended
	Aug. 31, 2015
Extractive Industries [Abstract]
Oil and gas properties	August 31, November 30, 2015 2014 Oil and gas properties: Beaver County, Utah Prospect $ 30,000 $ 30,000 Iron County, Utah Prospect 1,424,253 659,331 Total oil and gas properties 1,454,253 689,331 Less impairment (152,000 ) (30,000 ) Oil and gas properties, net $ 1,302,253 $ 659,331

6. Derivative Liability (Tables

6. Derivative Liability (Tables)	9 Months Ended
	Aug. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Assumptions used	Initial Valuation Date August 31, 2015 Market value of common stock on measurement date (1) $0.30 - 0.45 $0.23 Adjusted conversion price (2) $0.17 - 0.29 $0.124 Risk free interest rate (3) 0.23% - 0.37% 0.27% Life of the note in years 1 year 0.84 years Expected volatility (4) 1 - 1.24% 107% Expected dividend yield (5) - -

2. Going Concern (Details Narra

2. Going Concern (Details Narrative) - USD ($)	Aug. 31, 2015	Nov. 30, 2014
Risks and Uncertainties [Abstract]
Working capital	$ (1,492,830)
Accumulated deficit	$ (4,953,493)	$ (2,893,537)

3. Related Party (Details Narra

3. Related Party (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Aug. 31, 2015	Aug. 31, 2014	Nov. 30, 2014
Professional fees	$ 228,861	$ 131,816	$ 447,487	$ 248,563
Clear Financial
Professional fees			$ 46,500
Stock issued for services, shares			500,000
Stock issued for services, value			$ 400,000
Share based compensation expense			33,333		$ 366,667
Ireland
Stock issued for services, shares	1,000,000
Share based compensation expense	$ 212,500		$ 637,500

4. Oil and gas properties (Deta

4. Oil and gas properties (Details) - USD ($)	Aug. 31, 2015	Nov. 30, 2014
Oil and gas properties, gross	$ 1,454,253	$ 689,331
Less impairment	(152,000)	(30,000)
Oil and gas properties, net	1,302,253	659,331
Beaver County, Utah Prospect
Oil and gas properties, gross	30,000	30,000
Iron County, Utah Prospect
Oil and gas properties, gross	$ 1,424,253	$ 659,331

4. Oil and Gas properties (De20

4. Oil and Gas properties (Details Narrative)	9 Months Ended
	Aug. 31, 2015USD ($)
Impairment expense on expired leases	$ 122,000
Tidewater Agreement
Payments on lease commitments	$ 740,172
Working interest percentage	12.50%
TJBB Agreement
Drilling fees paid	$ 100,000
Working interest percentage	87.50%

5. Convertible Note Payable (De

5. Convertible Note Payable (Details Narrative)	9 Months Ended
	Aug. 31, 2015USD ($)shares
Convertible note payable aggregate principal amount	$ 800,000
Convertible note interest rate	7.00%
Investor
Convertible note payable converted to stock, shares issued | shares	1,711,225
Convertible note payable converted to stock, value	$ 226,024

6. Derivative Liability (Detail

6. Derivative Liability (Details - Assumptions)	9 Months Ended
	Aug. 31, 2015$ / shares
Initial Valuation Date
Life of the note in years	10 months 2 days
Expected dividend yield (5)	0.00%
Initial Valuation Date | Minimum [Member]
Market value of common stock on measurement date (1)	$ .30
Adjusted conversion price (2)	$ .17
Risk free interest rate (3)	0.23%
Expected volatility (4)	1.00%
Initial Valuation Date | Maximum [Member]
Market value of common stock on measurement date (1)	$ .45
Adjusted conversion price (2)	$ .29
Risk free interest rate (3)	0.37%
Expected volatility (4)	1.24%
August 31, 2015
Market value of common stock on measurement date (1)	$ .23
Adjusted conversion price (2)	$ .124
Risk free interest rate (3)	0.27%
Life of the note in years	1 year
Expected volatility (4)	107.00%
Expected dividend yield (5)	0.00%

6. Derivative Liability (Deta23

6. Derivative Liability (Details Narrative) - USD ($)	9 Months Ended
	Aug. 31, 2015	Nov. 30, 2014
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability	$ 460,102	$ 0
Change in derivative liability	$ (56,806)

7. Stockholders Equity (Details

7. Stockholders Equity (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Aug. 31, 2015	Aug. 31, 2015	Aug. 31, 2014
Proceeds from sale of stock		$ 150,000	$ 1,079,655
Stock based compensation included in additional paid in capital		862,665
Stock based compensation accrued	$ 153,564	153,564
Consultant fees accrued, shares to be issued		$ 51,000
Geophysicist
Stock issued for SPA		100,000
Chief Financial Officer [Member]
Stock issued for services, shares		500,000
TJBB Lease Agreement
Stock issued for services, shares		25,000
Stock issued for services, value		$ 24,750
Ireland
Stock issued for services, shares	1,000,000
Stock based compensation	$ 212,500	$ 637,500
Murray
Stock issued for services, shares		500,000
Stock based compensation		$ 345,500
Plumb
Stock issued for services, shares		1,000,000
Stock based compensation		$ 33,333
Chief Executive Officer [Member]
Stock issued for services, shares		1,000,000
Mablewood Investments | January 21, 2015
Stock issued for SPA		184,856
Mablewood Investments | March 12, 2015
Stock issued for SPA		187,794
Proceeds from sale of stock		$ 100,000
Mablewood Investments | April 16, 2015
Stock issued for SPA		116,550
Proceeds from sale of stock		$ 50,000
Himmil Investments | August 13, 2015
Stock issued from conversion of convertible note, shares issued		250,000
Stock issued from conversion of convertible note, value		$ 40,706
Himmil Investments | August 20, 2015
Stock issued from conversion of convertible note, shares issued		500,000
Stock issued from conversion of convertible note, value		$ 61,750
Himmil Investments | August 25, 2015
Stock issued from conversion of convertible note, shares issued		1,021,225
Stock issued from conversion of convertible note, value		$ 123,568