Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | SOLAR QUARTZ TECHNOLOGIES CORPORATION | |
Entity Central Index Key | 1,497,649 | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 225,116,996 | |
Entity Common Stock, Shares Outstanding | 214,404,889 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 5 | $ 39,251 | |
Other receivables | |||
Other assets | 12,500 | ||
Total current assets | 5 | 51,751 | |
Debt issuance costs | 83,654 | ||
Total assets | 5 | 135,405 | |
Current liabilities: | |||
Accounts payable | 20,217 | 578 | |
Accrued interest payable | 38,571 | 702,901 | |
Accrued liabilities | 10,463 | ||
Short term notes payable | 50,000 | 31,325 | |
Other liabilities | 275 | 8,600 | |
Current portion of notes payable, net of discount of $71,754 | 146,937 | 2,923,040 | |
Total current liabilities | 266,463 | 3,635,119 | |
Stockholders' deficit: | |||
Common stock; $0.00001 par value; 100,000,000 shares authorized, 979,109 and 115,243 shares issued and outstanding at September 30, 2015 and 2014, respectively(1) | [1] | 979 | 115 |
Preferred stock; $0.00001 par value; 5,000,000,000 shares authorized, none issued or outstanding | |||
Additional paid-in capital | 6,318,920 | 5,522,216 | |
Accumulated deficit | (6,586,357) | (9,022,045) | |
Total stockholders' deficit | (266,458) | (3,499,714) | |
Total liabilities and stockholders' equity (deficit) | $ 5 | $ 135,405 | |
[1] | (1) Reflects the amounts after a 100 for 1 to 1 reverse split of the Company's common stock that was effective on August 19, 2014, including retroactive adjustment of common share amounts See Note 6. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Current liabilities: | ||
Notes payable, net of discount | $ 71,754 | $ 71,754 |
Stockholders' deficit: | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized shares | 5,000,000,000 | 5,000,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 979,109 | 115,243 |
Common stock, outstanding shares | 979,109 | 115,243 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | |||
Oil and gas sales | $ 1,676,213 | ||
Costs and expenses | |||
Lease operating expense | 544,045 | ||
Production taxes | 77,253 | ||
Depreciation, depletion and amortization | 984,200 | ||
Impairment of oil and gas properties | 861,579 | ||
Asset retirement obligation accretion | 29,088 | ||
General and administrative | 109,953 | 904,414 | |
Total costs and expenses | 109,953 | 3,400,579 | |
Loss from operations | (109,953) | (1,724,348) | |
Other income and (expense): | |||
Other income | (23,810) | 2,645 | |
Interest income | 233 | ||
Gain on settlement of participation liability | 171,772 | ||
Interest expense | (31,608) | (1,458,898) | |
Other equipment write-off | 20,819 | ||
Gain (loss) on debt extinguishment | 2,576,890 | (380,539) | |
Total other income (expense) | 2,521,472 | (1,643,968) | |
Net income (loss) before income taxes | 2,411,879 | (3,368,316) | |
Provision for income taxes | |||
Net Income (Loss) | $ 2,411,879 | $ (3,368,316) | |
Income (Loss) per share: | |||
Basic | $ 2.90 | $ 26.92 | |
Diluted | $ 2.65 | $ 26.92 | |
Weighted average number of shares outstanding (1) | [1] | 831,241 | 125,130 |
[1] | (1) Reflects the amounts after a 100 for 1 to 1 reverse split of the Company's common stock that was effective on August 19, 2014, including retroactive adjustment of common share amounts See Note 6. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Beginning Balance, Shares at Sep. 30, 2013 | [1] | 127,114 | |||
Beginning Balance, Amount at Sep. 30, 2013 | $ 127 | $ 5,522,204 | $ (2,254,698) | $ 3,267,633 | |
Return of common stock, Shares | [1] | (11,871) | |||
Return of common stock, Amount | $ (12) | ||||
Cancellation of treasury shares | |||||
Net Income loss | (3,368,316) | (3,368,316) | |||
Ending Balance, Shares at Sep. 30, 2014 | [1] | 115,243 | |||
Ending Balance, Amount at Sep. 30, 2014 | $ 115 | 5,522,204 | (9,022,045) | (3,499,714) | |
Return of common stock, Shares | [1] | (2,484) | |||
Return of common stock, Amount | $ (2) | 2 | |||
Cancellation of treasury shares | 23,810 | 23,810 | |||
Issuance of shares for debt settlement, Shares | [1] | 866,350 | |||
Issuance of shares for debt settlement, Amount | $ 866 | 796,702 | 797,568 | ||
Net Income loss | 2,411,879 | 2,411,879 | |||
Ending Balance, Shares at Sep. 30, 2015 | [1] | 979,109 | |||
Ending Balance, Amount at Sep. 30, 2015 | $ 979 | $ 6,318,920 | $ (6,586,357) | $ (266,458) | |
[1] | (1) Reflects the amounts after a 100 for 1 to 1 reverse split of the Company's common stock that was effective on August 19, 2014, including retroactive adjustment of common share amounts See Note 6. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net income (loss) | $ 2,411,879 | $ (3,368,316) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Interest expense | 31,608 | |
Cancellation of treasury shares | 23,810 | |
Depreciation, depletion and amortization | 941,294 | |
Impairment of oil and gas properties | 861,579 | |
Amortization of debt issuance costs | 274,740 | |
Gain on settlement of participation liability | (171,772) | |
Amortization of debt discount | 169,145 | |
Loss (gain) on debt extinguishment | (2,576,890) | 380,539 |
Asset retirement of obligation accretion | 29,088 | |
Accretion of participation liability | 63,160 | |
Other equipment write-off | 20,819 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 12,500 | 343,194 |
Other assets | 14,363 | |
Accounts payable | 25,605 | (112,736) |
Accrued liabilities | (9,432) | 393,357 |
Other liabilities | (8,325) | (4,050) |
Net cash used in operating activities | (89,246) | (291,916) |
Cash flows from investing activities: | ||
Capital expenditures on oil and gas properties | (1,012,793) | |
Proceeds from sale of oil and gas properties | 5,500,000 | |
Net cash provided by investment activities | 4,487,207 | |
Cash flows from financing activities | ||
Issuance of short term note payable | 50,000 | |
Repayment of note payable | (5,259,706) | |
Settlement of participation liability | (230,619) | |
Net cash provided by financing activities | 50,000 | (5,490,325) |
Net change in cash and cash equivalents | (39,246) | (1,295,034) |
Cash and cash equivalents | ||
Beginning of period | 39,251 | 1,334,285 |
End of period | 5 | 39,251 |
Amounts paid during the year for: | ||
Interest | ||
Income taxes | ||
Supplemental cash flow information Noncash investing and financing activities: | ||
Issuance of shares for settlement of debt | $ 866,323 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 1 - BASIS OF PRESENTATION | These consolidated audited financial statements of Solar Quartz Technologies Corporation, a Colorado corporation (“Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financials statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (“SEC”) rules and regulations. The sale of the Company’s oil and gas properties, as explained in Note 3, raised substantial doubt of the Company to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation and Basis of Presentation The Company's fiscal year-end is September 30. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows Cash and Cash Equivalents Debt Issuance Costs Conversion Feature Liability and Warrant Liabilities Stock-Based Compensation Income Taxes Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company is required to file federal income tax returns in the United States and in various state and local jurisdictions. The Company's tax returns filed since inception are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. Earnings Per Share Reclassifications Recently Issued Accounting Pronouncements Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in determining fair value are classified for disclosure purposes according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair-value-measurement hierarchy are as follows: • Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3—Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. In determining fair value, the Company utilizes observable market data when available, or models that incorporate observable market data. In addition to market information, the Company incorporates transaction-specific details that, in management's judgment, market participants would take into account in measuring fair value. The Company utilizes the most observable inputs available for the valuation technique employed. If a fair value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement of both financial and nonfinancial assets and liabilities are characterized based upon the lowest level of input that is significant to the fair value measurement. |
SALE OF OIL AND GAS PROPERTIES_
SALE OF OIL AND GAS PROPERTIES/PAYMENT OF CONVERTIBLE NOTES | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 3 - SALE OF OIL AND GAS PROPERTIES/PAYMENT OF CONVERTIBLE NOTES | During 2012, the Company sold $8,254,500 of Convertible Promissory Notes. On March 31, 2014 the Company failed to make the scheduled interest payments on the notes. As a result, the note holders were entitled to declare the notes in default, in which case the principal amount of the notes plus all accrued and unpaid interest would be immediately due and payable. The Company’s inability to make the interest payment to the note holders was the result of the expenditure of considerable capital to work over some of the Company’s wells. The costs of the work far exceeded the Company’s expectations and yet the work was required in order to get the wells back into production. This depleted the Company’s cash position far below its expectations. Further, although the initial work on those wells was successful in boosting production momentarily, further complications resulted in lower production than anticipated, which was not adequate to replenish the cash expended and enable the Company to make required interest payments. With a view to paying its note holders, the Company, on June 17, 2014 sold its oil and gas properties to Vast Exploration, Inc. for $5,500,000, after obtaining approvals from the holders of a majority of the Company’s outstanding shares of common stock and approvals of a majority of note holders. An impairment charge of $880,213 was recognized during the quarter ended March 31, 2014 for the amount by which the carrying value of the Company’s oil and gas properties exceeded the estimated net proceeds from the planned sale. The Company adjusted the impairment charge by $(18,634) during the quarter ended June 30, 2014 based on final closing of the transaction. The total impairment as of September 30, 2014 is $861,579. The Company used the proceeds from the sale as follows: Pay holders of the convertible notes $ 5,259,706 Purchase the net profits interest held by Vanguard Net Profits, LLC 230,619 Pay legal and closing costs 9,675 $ 5,500,000 A loss on early extinguishment of debt totaling $380,539 was recognized during the quarter ended June 30, 2014 for the write-off of a portion of the debt issuance costs and debt issuance discount associated with the debt repayment. After the payment of the $5,259,706, convertible notes totaling $2,994,794 remain to be paid together with accrued interest of $702,902. As of September 30, 2014 the unamortized discount on the convertible notes totaled $71,754. Interest expense for the amortization of debt issuance cost and discount on the notes for the period ending September 30, 2014 was $445,078. The effective interest rate of the convertible notes was 28.3% for the fiscal years ending September 30, 2014 and 2013. In consideration for accepting less than the full amount due on the notes, and releasing their lien on the Company’s oil and gas properties, holders of notes in the approximated principal of amount of $2,404,197 as a group, have agreed to received 860,381 shares in the Company’s stock in payment of the remaining balances on their notes, plus accrued interest. The Company subsequently issued the additional shares as payment for the notes and accrued interest in November 2014. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 4 - ASSET RETIREMENT OBLIGATIONS | The Company had asset retirement obligations for any wells that were permanently removed from service. Since the Company sold all its oil and gas assets in the 3rd quarter of 2014, the Company no longer has any ARO liability. For the purpose of determining the fair value of ARO during the fiscal years presented, the Company used the following assumptions: September 30, 2014 Inflation rate 4 % Estimated asset life 9.5 years Credit adjusted risk free interest rate 18 % The following table shows: Asset retirement obligations at September 30, 2012 $ 96,410 Additional retirement obligations incurred (28,291 ) Change in estimate 111,598 Accretion expense 23,186 Settlements (25,218 ) Asset retirement obligations at September 30, 2013 $ 177,685 Accretion expense (158,513 ) Settlements (19,172 ) Asset retirement obligations at September 30, 2014 $ - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 5 - INCOME TAXES | The components of the net deferred tax asset were as follows: September 30, 2015 September 30, 2014 Deferred tax assets Net operating loss carryforwards $ 6,586.357 $ 5,165,180 Stock-based compensation 0 222,936 Deferred tax liability - oil & gas properties 0 (794,263 ) Participation liability 0 (332,041 ) Subtotal 6,586,357 4,261,812 Valuation allowance (6,586,357 ) (4,261,812 ) Net deferred tax asset $ -- $ -- A valuation allowance has been established to offset reported deferred tax assets. The Company's accumulated net operating losses were approximately $15,000,000 at September 30, 2014 and begin to expire if not utilized in the year 2033. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 6 - STOCKHOLDERS EQUITY | On August 19, 2014, upon receiving approval from the Financial Industry Regulatory Authority, a 100-for-1 reverse split of the Company’s common stock became effective. Common share amounts and per share amounts in these financial statements have been retroactively adjusted to reflect the reverse split. In July and November 2014, 11,871 and 2,450 shares previously issued to the Company’s founders were returned the Company, respectively. Treasury Stock Common shares of 23,025 were issued in conjunction with the settlement of debt during the year ended September 30, 2015, respectively, resulting in increases to common stock of $23, respectively and additional paid-in capital of $0. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 7 - STOCK-BASED COMPENSATION | On January 10, 2011, the Board of Directors approved a Non-Qualified Stock Option Plan (the "Plan") that authorizes the issuance of up to 1,500,000 shares of Company common stock to persons that exercise options granted pursuant to the Plan. The Company's employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however, that bona-fide services must be rendered by such consultants or advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. As of September 30, 2015, no options were outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | Office Lease Contractual Obligations Total 2015 Thereafter Convertible notes $ 146.937 $ 146.937 -- Notes Payable $ 50,000 $ 50,000 -- The Company has contractual capital commitments outstanding in the principal balance of $146.937 at September 30, 2015. Accrued interest of $38,571 is due in addition to the principal balance of the convertible notes. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS | The following table summarizes the financial liabilities measured at fair value on a recurring basis as of September 30, 2015 and 2014: Description Level September 30, 2015 September 30, 2014 Convertible Notes 1 $ 146.937 $ 2,923,040 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 10 - SUBSEQUENT EVENT | Preferred Stock Common Stock On July 1, 2017 the Company acquired all of the shares of Solar Quartz Technologies Limited, a company incorporated in New Zealand (“SQTNZ”). These shares were purchased from Solar Quartz Technologies, Inc. (“SQTI”). Subsequently the name was changed Solar Quartz Technologies Corporation in Colorado and with FINRA, and have also been cleared by FINRA to use the new trading symbol SQTX. During July 2017 the Company issued 213,402,755 new shares of common stock to SQTI in exchange for 122 (100%) of the common shares of SQTNZ. The issuance of these shares was equivalent to 95% of the Company’s shares issued, after the Company issues in the future an additional 10,021,224 shares of common stock to those holders of our common stock immediately prior to the acquisition. The Company does not anticipate any further reorganization of its common stock. The Company plans to apply to trade on the more senior OTCQX exchange or NASDAQ. SQTNZ is a corporation that has no prior business activity other than being the title owner of the exclusive mining and development rights for two high purity quartz silica (“HPQS”) deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposits in excess of 15 million tons of 99% pure HPQS which is feedstock in high demand in the marketplace to be used in the production of HPQS according to independent professional reports. HPQS is an essential primary material for the manufacture of: photo-voltaic solar panels; semiconductors; all high-end electronic products; fiber optical cables; halogen lamps; HD and LCD television screens; and epoxy mounding compounds. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | The consolidated financial statements include the accounts of Solar Quartz Technologies Corporation and its subsidiaries. Solar Quartz’s significant accounting policies are consistent with those discussed in the audited financial statements as of September 30, 2016 and 2015. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year-end is September 30. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with a maturity date of three months or less to be cash equivalents. |
Debt Issuance Costs | Costs incurred in connection with the issuance of long-term debt are capitalized and amortized over the term of the related debt. |
Conversion Feature Liability and Warrant Liabilities | The conversion feature liability and warrant liabilities are recorded at fair value based upon valuation models utilizing relevant factors such as expected life, estimated volatility, risk-free interest and expected dividend rate. Changes in the fair value of these liabilities are reported in the statements of operations. |
Stock-Based Compensation | The Company accounts for employee stock-based compensation using the fair value method. The fair value attributable to stock options is calculated based on the Black-Scholes option pricing model and is amortized to expense over the service period which is equivalent to the time required to vest the stock options. |
Income Taxes | Income taxes are provided based on the liability method for financial reporting purposes. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company is required to file federal income tax returns in the United States and in various state and local jurisdictions. The Company's tax returns filed since inception are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. |
Earnings Per Share | Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share have been calculated based upon the weighted-average number of common and potential shares. |
Reclassifications | Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported. |
Recently Issued Accounting Pronouncements | Various accounting standards updates have been recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries. No new accounting pronouncements have been issued that are likely to have a material impact to the Company’s consolidated financial statements. |
Fair Value Measurements | The carrying value of cash and cash equivalents, accounts receivable, and accounts payable, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. The estimated fair value of long-term debt was determined by discounting future cash flows using rates currently available to the Company for debt with similar terms and remaining maturities. The Company calculated that the estimated fair value of the long-term debt is not significantly different than the carrying value of the debt. The participation liability associated with outstanding long-term debt was determined by utilizing a present value factor of 10 applied to proved developed reserves associated with the wells drilled with the proceeds of the notes. Fair value is defined as the price that would be received to sell an asset or price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in determining fair value are classified for disclosure purposes according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair-value-measurement hierarchy are as follows: • Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3—Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. In determining fair value, the Company utilizes observable market data when available, or models that incorporate observable market data. In addition to market information, the Company incorporates transaction-specific details that, in management's judgment, market participants would take into account in measuring fair value. The Company utilizes the most observable inputs available for the valuation technique employed. If a fair value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement of both financial and nonfinancial assets and liabilities are characterized based upon the lowest level of input that is significant to the fair value measurement. |
SALE OF OIL AND GAS PROPERTIE18
SALE OF OIL AND GAS PROPERTIES/PAYMENT OF CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Sale Of Oil And Gas Propertiespayment Of Convertible Notes | |
Sale of oil and gas properties/payment of convertible notes | The Company used the proceeds from the sale as follows: Pay holders of the convertible notes $ 5,259,706 Purchase the net profits interest held by Vanguard Net Profits, LLC 230,619 Pay legal and closing costs 9,675 $ 5,500,000 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Asset Retirement Obligations | |
Schedule of asset retirement obligations | September 30, 2014 Inflation rate 4 % Estimated asset life 9.5 years Credit adjusted risk free interest rate 18 % The following table shows: Asset retirement obligations at September 30, 2012 $ 96,410 Additional retirement obligations incurred (28,291 ) Change in estimate 111,598 Accretion expense 23,186 Settlements (25,218 ) Asset retirement obligations at September 30, 2013 $ 177,685 Accretion expense (158,513 ) Settlements (19,172 ) Asset retirement obligations at September 30, 2014 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes Tables | |
Schedule of deferred tax assets | September 30, 2015 September 30, 2014 Deferred tax assets Net operating loss carryforwards $ 6,586.357 $ 5,165,180 Stock-based compensation 0 222,936 Deferred tax liability - oil & gas properties 0 (794,263 ) Participation liability 0 (332,041 ) Subtotal 6,586,357 4,261,812 Valuation allowance (6,586,357 ) (4,261,812 ) Net deferred tax asset $ -- $ -- |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies | |
Schedule of Contractual Obligation | Total 2015 Thereafter Convertible notes $ 146.937 $ 146.937 -- Notes Payable $ 50,000 $ 50,000 -- |
FAIR VALUE OF FINANCIAL INSTR22
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value Of Financial Instruments | |
Schedule of financial liabilities measured at fair value | The following table summarizes the financial liabilities measured at fair value on a recurring basis as of September 30, 2015 and 2014: Description Level September 30, 2015 September 30, 2014 Convertible Notes 1 $ 146.937 $ 2,923,040 |
SALE OF OIL AND GAS PROPERTIE23
SALE OF OIL AND GAS PROPERTIES/PAYMENT OF CONVERTIBLE NOTES (Details) | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Proceeds from sale used to: | |
Pay holders of the convertible notes | $ 5,259,706 |
Purchase the net profits interest held by Vanguard Net Profits, LLC | 230,619 |
Pay legal and closing costs | 9,675 |
Total | $ 5,500,000 |
SALE OF OIL AND GAS PROPERTIE24
SALE OF OIL AND GAS PROPERTIES/PAYMENT OF CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2014 | Jun. 17, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Assets Impairment charge | $ 861,579 | $ (18,634) | $ 880,213 | $ 861,579 | |||||
Gain loss on extinguishment of debt | $ 380,539 | 2,576,890 | (380,539) | ||||||
Repayment of note payable | 5,259,706 | ||||||||
Accrued interest | 702,901 | 38,571 | 702,901 | ||||||
Notes payable, net of discount | 71,754 | 71,754 | 71,754 | ||||||
Interest expense | $ 445,078 | ||||||||
Interest rate | 28.30% | 28.30% | |||||||
Stock Issued | $ 860,381 | ||||||||
Vast Exploration, Inc [Member] | |||||||||
Proceeds from sale of oil and gas properties | $ 5,500,000 | ||||||||
Convertible Notes [Member] | |||||||||
Convertible debt | $ 8,254,500 | ||||||||
Notes payable | $ 2,404,197 | $ 2,994,794 | $ 2,994,794 | ||||||
Accrued interest | $ 38,571 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - Asset Retirement Obligations [Member] | 12 Months Ended |
Sep. 30, 2014 | |
Inflation rate | 4.00% |
Estimated asset life | 9.5 years |
Credit adjusted risk free interest rate | 18.00% |
ASSET RETIREMENT OBLIGATIONS 26
ASSET RETIREMENT OBLIGATIONS (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Asset Retirement Obligations Details 1 | ||
Asset retirement obligations Beginning of year | $ 177,685 | $ 96,410 |
Additional retirement obligations incurred | (28,291) | |
Change in estimate | 111,598 | |
Accretion expense | (158,513) | 23,186 |
Settlements | (19,172) | (25,218) |
Asset retirement obligations Ending of year | $ 177,685 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 6,586,357 | $ 5,165,180 |
Stock-based compensation | 0 | 222,936 |
Deferred tax liability - oil & gas properties | 0 | (794,263) |
Participation liability | 0 | (332,041) |
Subtotal | 6,586,357 | 4,261,812 |
Valuation allowance | (6,586,357) | (4,261,812) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Sep. 30, 2014USD ($) | |
Income Taxes Details Narrative Abstract | |
Net operating loss carryforwards | $ 15,000,000 |
Net operating loss expiration year | 2,033 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 19, 2014 | Sep. 30, 2015 | Nov. 30, 2014 | Jul. 31, 2014 | |
Treasury shares | 14,355 | 2,450 | 11,871 | |
Issuance of shares for debt settlement, Amount | $ 797,568 | |||
Reverse stock split | 100-for-1 | |||
Common Stock One [Member] | ||||
Issuance of shares for debt settlement, Shares | 23,025 | |||
Issuance of shares for debt settlement, Amount | $ 23 | |||
Additional paid-in capital | $ 0 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) | Jan. 10, 2011shares |
Non-Qualified Stock Option Plan [Member] | Maximum [Member] | |
Common stock shares issuable upon exercise of options | 1,500,000 |
COMMITMENTS AND CONTINGENCIES31
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2015USD ($) |
Convertible Notes [Member] | |
2,015 | $ 146,937 |
Thereafter | |
Total | 146,937 |
Notes Payable [Member] | |
2,015 | 50,000 |
Thereafter | |
Total | $ 50,000 |
COMMITMENTS AND CONTINGENCIES32
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Accrued interest | $ 38,571 | $ 702,901 |
Convertible Notes [Member] | ||
Contractual capital commitments outstanding amount | 146,937 | |
Accrued interest | 38,571 | |
Woodlands, Texas [Member] | ||
Office Lease periodic payments | $ 197 | |
Frequency of periodic payments | Monthly | |
Lease description | The Company leases a virtual office lease in The Woodlands, Texas until June 30, 2019 at $197 per month. |
FAIR VALUE OF FINANCIAL INSTR33
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Fair Value, Inputs, Level 1 [Member] | ||
Convertible Notes | $ 146,937 | $ 2,923,040 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - $ / shares | 1 Months Ended | |||
Jul. 31, 2017 | Jul. 01, 2017 | Sep. 30, 2015 | Sep. 30, 2014 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Subsequent Event [Member] | ||||
Description for High Purity Quartz Silica deposits | Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposits in excess of 15 million tons of 99% pure High Purity Quartz which is feedstock in high demand in the marketplace to be used in the production of High Purity Quartz Sand (HPQS) according to independent professional reports | |||
Preferred stock, shares authorized, increased | 10,000,000 | |||
Common stock, shares authorized, increased | 500,000,000 | |||
Common stock, par value | $ 0.00001 | |||
SQTI [Member] | Subsequent Event [Member] | ||||
Business acquisition consideration transferred, shares issued | 213,402,755 | |||
Business acquisition shares issued or issuable, percentage | 95.00% | |||
Additional common stock shares reserved for future issuance | 10,021,224 | |||
SQTNZ [Member] | Subsequent Event [Member] | ||||
Ownership interest acquired | 100.00% | |||
Business acquisition, shares acquired from SQTI | 122 | |||
Solar Quartz Technologies Limited [Member] | Subsequent Event [Member] | ||||
State of Incorporation | New Zealand |