Document and Entity Information
Document and Entity Information - shares | 2 Months Ended | |
Jun. 30, 2016 | Sep. 13, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | AngioSoma, Inc. | |
Entity Central Index Key | 1,502,152 | |
Document Type | 10-Q | |
Trading Symbol | SOAN | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 31,520,667 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) | Jun. 30, 2016USD ($) |
CURRENT ASSETS | |
Cash and cash equivalents | $ 8,789 |
Accounts receivable and accrued revenue receivable | 4,440 |
Prepaid expenses | 1,250 |
Total current assets | 14,479 |
Intellectual property | 2,990,535 |
Available for sale securities, full cost method of accounting: | 13,002 |
Oil and gas properties | |
Evaluated property, net of accumulated depletion of $116,673 and net of accumulated impairment of $128,358 | 33,742 |
Unevaluated property | 200,575 |
Total oil and gas properties | 234,317 |
TOTAL ASSETS | 3,252,333 |
CURRENT LIABILITIES | |
Accounts payable and accrued liabilities | 143,188 |
Accounts payable to related party | 15,577 |
Advances payable | 21,650 |
Advances payable to related party | 11,000 |
Current portion of convertible notes payable, net of discount of $143,438 | 369,055 |
Short term notes payable | 35,000 |
Current portion of accrued interest payable | 52,137 |
Current portion of asset retirement obligation | 15,000 |
Total current liabilities | 662,607 |
Convertible notes payable, net of discount of $376,773 | 20,441 |
Accrued interest payable | 23,946 |
Asset retirement obligation | 6,116 |
TOTAL LIABILITIES | 713,110 |
COMMITMENTS AND CONTINGENCIES | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
Common stock, $0.0010 par value; 480,000,000 shares authorized; 31,520,667 shares issued and outstanding at June 30, 2016 | 31,521 |
Preferred stock; $0.001 par value; 20,000,000 shares authorized | |
Series A Preferred stock; 5,000,000 shares issued and outstanding | 2,990,535 |
Series E Preferred stock; 1,000,000 shares issued and outstanding | 1,000 |
Additional paid-in capital | (395,451) |
Accumulated other comprehensive income | (4,464) |
Accumulated deficit | (83,918) |
Total stockholders' equity (deficit) | 2,539,223 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 3,252,333 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) | Jun. 30, 2016USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Evaluated property, accumulated depletion | $ | $ 116,673 |
Evaluated property, accumulated impairment | $ | 128,358 |
Current portion of convertible notes payable, discount | $ | 143,438 |
Noncurrent portion of convertible notes payable, discount | $ | $ 376,773 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0010 |
Common stock, authorized | 480,000,000 |
Common stock, issued | 31,520,667 |
Common stock, outstanding | 31,520,667 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, authorized | 20,000,000 |
Series A Preferred stock, issued | 5,000,000 |
Series A Preferred stock, outstanding | 5,000,000 |
Series E Preferred stock, issued | 1,000,000 |
Series E Preferred stock, outstanding | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | 2 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
OIL AND GAS SALES, net | $ 1,665 |
OPERATING EXPENSES | |
Lease operating expense | 108 |
Depletion, depreciation and amortization | 386 |
Accretion expense | 121 |
General and administrative expenses | 25,292 |
Total operating expenses | 25,907 |
LOSS FROM OPERATIONS | (24,242) |
OTHER INCOME (EXPENSE) | |
Interest expense | (59,676) |
NET LOSS | $ (83,918) |
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share) | $ / shares | $ 0 |
COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | shares | 18,780,547 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | 2 Months Ended |
Jun. 30, 2016USD ($) | |
Consolidated Statements Of Comprehensive Income | |
NET LOSS | $ (83,918) |
Change in fair value of available-for-sale securities | (4,464) |
Comprehensive loss | $ (88,382) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - 2 months ended Jun. 30, 2016 - USD ($) | Common Stock [Member] | Series A Preferred Stock [Member] | Series E Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
BALANCE AT BEGINING at Apr. 29, 2016 | $ 10,023 | $ 1,000 | $ 11,023 | ||||
BALANCE AT BEGINING (in shares) at Apr. 29, 2016 | 10,022,543 | 1,000,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (83,918) | (83,918) | |||||
Other comprehensive loss | (4,464) | (4,464) | |||||
Common stock issued for conversion of convertible note payable | $ 1,498 | 5,993 | 7,491 | ||||
Common stock issued for conversion of convertible note payable (in shares) | 1,498,124 | ||||||
Common stock issued for acquisition | $ 20,000 | (401,444) | (381,444) | ||||
Common stock issued for acquisition (in shares) | 20,000,000 | ||||||
Preferred stock issued for intellectual property | $ 2,990,535 | 2,990,535 | |||||
Preferred stock issued for intellectual property (in shares) | 5,000,000 | ||||||
BALANCE AT END at Jun. 30, 2016 | $ 31,521 | $ (395,451) | $ (4,464) | $ (83,918) | $ 2,539,223 | ||
BALANCE AT END (in shares) at Jun. 30, 2016 | 31,520,667 | 5,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | 2 Months Ended |
Jun. 30, 2016USD ($)shares | |
CASH FLOW FROM OPERATING ACTIVITIES: | |
Net loss | $ (83,918) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Depletion and accretion | 507 |
Amortization of discount on convertible note payable | 52,034 |
Changes in operating assets and liabilities: | |
Accounts receivable and accrued revenue | (404) |
Accounts payable and accrued liabilities | 12,138 |
Accrued interest payable | 7,642 |
NET CASH USED IN OPERATING ACTIVITIES | (12,001) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Net cash received on acquisition of First Titan Corp. | 5,690 |
NET CASH USED IN INVESTING ACTIVITIES | 5,690 |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from advances | 15,100 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 15,100 |
NET INCREASE (DECREASE) IN CASH | 8,789 |
CASH, at the beginning of the period | |
CASH, at the end of the period | 8,789 |
Cash paid during the period for: | |
Interest | |
Taxes | |
Noncash investing and financing transaction: | |
Change in asset retirement obligation | 75 |
Conversion of accrued interest into common stock | $ 7,491 |
Intellectual property acquired with Series A Preferred Stock | shares | 2,990,535 |
Common stock and preferred stock issued for reverse acquisition | $ 480,921 |
Change in fair value of available-for-sale securities | $ (4,464) |
General Organization and Busine
General Organization and Business | 2 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business AngioSoma Inc., a Nevada corporation, is a clinical stage biotechnology company focused on improving the effectiveness of current standard-of-care treatments, especially related to endovascular interventions in the treatment of peripheral artery disease (PAD). AngioSoma Nevada is developing its lead product, a drug candidate called Liprostin TM The Company incorporated on April 29, 2016. The Companys year-end is September 30. On June 3, 2016, we entered into a business combination whereby a wholly-owned subsidiary of the Company, AngioSoma Research, Inc., a Texas corporation, (AngioSoma Texas) merged with AngioSoma Research, Inc., a Nevada corporation, (AngioSoma Nevada) with AngioSoma Research Texas surviving as our wholly-owned subsidiary (the Merger) . In connection with the Merger, the Company issued to the holders of outstanding common stock of AngioSoma Nevada 20 million shares of the Companys common stock (Common Stock) and, as a result, immediately following the completion of the Merger, the former equity holders of AngioSoma Nevada owned approximately 66% of the Common Stock and the stockholders of First Titan Corp. immediately prior to the Merger owned approximately 34% of the Common Stock, in each case, on a fully-diluted basis (subject to certain exceptions and adjustments). Also in connection with the Merger, the pre-Merger director and officer of the Company tendered his resignation and the pre-Merger director and officer of AngioSoma Nevada was appointed as the new director and officer of the Company, and our corporate headquarters was moved from Las Vegas, Nevada to Montgomery, Texas. In connection with completion of the Merger, the Company changed its corporate name from First Titan Corp. to AngioSoma, Inc. and its common stock continues to trade on the OTC Markets Group, OTCQB tier under the new trading symbol SOAN. First Titan Energys oil and gas development activities include the following: Alabama Louisiana Texas |
Going Concern
Going Concern | 2 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from inception (April 29, 2016) through June 30, 2016, the Company had a net loss of $83,918 and negative cash flow from operating activities of $12,001. As of June 30, 2016, the Company had negative working capital of $648,128. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Companys ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business. Management has plans to address the Companys financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Companys business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Companys financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Companys ability to continue as a going concern. In the long term, management believes that the Companys projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Companys future growth. However, there can be no assurances that the Companys planned activities will be successful, or that the Company will ultimately attain profitability. The Companys long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. The results of operations for the period from inception (April 29, 2016) through June 30, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2016. Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, AngioSoma Research, LLC, First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Credit Risk due to Certain Concentrations We extend credit, primarily in the form of uncollateralized oil and gas sales through the operators of our working interests, to various companies in the oil and gas industry, which results in a concentration of credit risk. The concentration of credit risk may be affected by changes in economic or other conditions within our industry and may accordingly affect our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the nature of the companies to which we extend credit. For the period from inception (April 29, 2016) through June 30, 2016, two operators accounted for 54% and 46% of our oil and gas sales. Those operators account for 35% and 65% of accounts receivable as of June 30, 2016. We did not recognize any credit losses during the period from inception (April 29, 2016) through June 30, 2016. We have not recognized an allowance for doubtful accounts as of June 30, 2016. Oil and Gas Properties The Company follows the full cost method of accounting for its oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing, and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil, in which case the gain or loss is recognized in the statement of operations. Depletion of capitalized oil and gas properties and estimated future development costs, excluding unproved properties, are based on the units-of-production method based on proved reserves. The company recognized $386 of depletion during the period from inception (April 29, 2016) through June 30, 2016. Net capitalized costs of oil and gas properties, less related deferred taxes, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on unescalated prices discounted at ten percent, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any, less related income taxes. As of June 30, 2016, the Company has oil and gas properties in the amount of $200,575, which are being excluded from amortization because they have not been evaluated to determine whether proved reserves are associated with those properties. Costs in excess of the present value of estimated future net revenues as discussed above are charged to impairment expense. The Company applies the full cost-ceiling test on a quarterly basis on the date of the latest balance sheet presented. Based on managements review, 100% of the unproved oil and gas properties balance as of June 30, 2016 are expected to be added to amortization during the year ending September 30, 2016. The table below sets forth the cost of unproved properties excluded from the amortization base as of June 30, 2016 and notes the year in which the associated costs were incurred: Year of Acquisition 2012 2013 2014 2015 Total Acquisition costs $ 153,264 $ 47,311 $ $ $ 200,575 Development costs Exploration costs Total $ 153,264 $ 47,311 $ $ $ 200,575 Asset retirement costs are recognized when the asset is placed in service, and are included in the amortization base and amortized over proved reserves using the units of production method. Asset retirement costs are estimated by management using existing regulatory requirements and anticipated future inflation rates. Financial Instruments The Companys balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. The following table presents assets that were measured and recognized at fair value as of June 30, 2016 and the period then ended on a recurring and nonrecurring basis: June 30, 2016 Description Level 1 Level 2 Level 3 Total Realized Loss Asset retirement obligation $ $ $ 21,116 $ Available for sale securities 13,002 Totals $ 13,002 $ $ 21,116 $ Revenue Recognition Sales of crude oil are recognized when the delivery to the purchaser has occurred and title has been transferred. This occurs when oil has been delivered to a pipeline or a tank lifting has occurred. Crude oil is priced on the delivery date based upon prevailing prices published by purchasers with certain adjustments related to oil quality and physical location. Common Stock The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes Earnings (Loss) per Common Share The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Companys convertible debt is considered anti-dilutive due to the Companys net loss for the period from inception (April 29, 2016) through June30, 2016. As a result, the Company did not have any potentially dilutive common shares for that period. At June 30, 2016, the Company had 32,762,153 potentially issuable shares upon the conversion of convertible notes payable and interest. Beneficial Conversion Feature Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of June 30, 2016. Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Subsequent events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.. |
Acquisition
Acquisition | 2 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Note 4. Acquisition On June 3, 2016, we entered into a business combination whereby a wholly-owned subsidiary of the Company, AngioSoma Research, Inc., a Texas corporation, (AngioSoma Texas) merged with AngioSoma Research, Inc., a Nevada corporation, (AngioSoma Nevada) with AngioSoma Research Texas surviving as our wholly-owned subsidiary (the Merger) . In connection with the Merger, the Company issued to the holders of outstanding common stock of AngioSoma Nevada 20 million shares of the Companys common stock (Common Stock) and, as a result, immediately following the completion of the Merger, the former equity holders of AngioSoma Nevada owned approximately 66% of the Common Stock and the stockholders of First Titan Corp. immediately prior to the Merger owned approximately 34% of the Common Stock, in each case, on a fully-diluted basis (subject to certain exceptions and adjustments). Also in connection with the Merger, the pre-Merger director and officer of the Company tendered his resignation and the pre-Merger director and officer of AngioSoma Nevada was appointed as the new director and officer of the Company, and our corporate headquarters was moved from Las Vegas, Nevada to Montgomery, Texas. In connection with completion of the Merger, the Company changed its corporate name from First Titan Corp. to AngioSoma, Inc. and its common stock continues to trade on the OTC Markets Group, OTCQB tier under the new trading symbol SOAN. For accounting purposes, the Merger is treated as a reverse acquisition under generally acceptable accounting principles in the United States (U.S. GAAP) and AngioSoma Nevada is considered the accounting acquirer. Accordingly, AngioSomas historical results of operations will replace the Companys historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of the combined company will be included in the Companys financial statements. |
Intellectual Property
Intellectual Property | 2 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | Note 5. Intellectual Property On April 29, 2016, an individual contributed certain medical intellectual property to the Company in exchange for 5,000,000 shares of Series A Preferred Stock. The transaction was valued at $2,990,535 based upon the value of the Series A Preferred Stock as determined by a valuation expert. |
Advances Payable to Related Par
Advances Payable to Related Party | 2 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Advances Payable to Related Party | Note 6. Advances Payable to Related Party During the period from inception (April 29, 2016) through June 30, 2016, the Company received non-interest bearing advances from a shareholder of the Company in the amount of $11,000. The advances remained outstanding as of June 30, 2016. |
Advances
Advances | 2 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Advances | Note 7. Advances As of June 30, 2016, the Company had non-interest bearing advances payable to a third party of $21,650. These advances are payable on demand. |
Convertible Notes Payable
Convertible Notes Payable | 2 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8. Convertible Notes Payable Convertible notes payable consisted of the following at June 30, 2016: Convertible note dated September 30, 2013 in the original principal amount of $528,434, maturing September 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share, in default. $ 2,324 Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, maturing June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share. 276,285 Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share. 118,620 Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share 49,190 Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share 66,074 Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share 235,313 Convertible note dated December 31, 2015 in the original principal amount of $90,040, maturing December 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share 90,040 Convertible note dated March 31, 2016 in the original principal amount of $71,861, maturing March 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of a 60% discount to the market price on the date of conversion 71,861 Total convertible notes payable $ 909,707 Less: current portion of convertible notes payable (512,493 ) Less: discount on noncurrent convertible notes payable (376,773 ) Long-term convertible notes payable, net of discount $ 20,441 Current portion of convertible notes payable 512,493 Discount on current convertible notes payable (143,438 ) Long-term convertible notes payable, net of discount $ 369,055 All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company. Conversions to Common Stock During period from inception (April 29, 2016) through June 30, 2016, the holders of the Convertible Note Payable dated December 31, 2014 elected to convert accrued interest of $7,491 into 1,498,124 shares of common stock. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. |
Stockholders' Equity
Stockholders' Equity | 2 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders Equity Common stock issued for reverse acquisition On June 3, 2016, the Company issued 20,000,000 shares for the reverse acquisition of AngioSoma Nevada. See Note 4. Common stock issued for conversion of convertible note payable On June 28, 2016, the Company issued 1,498,124 shares of common stock upon the conversion of accrued interest of $7,491. No gain or loss was recognized on the transaction because it was transacted within the terms of the convertible note payable. Series A Preferred Stock On April 29, 2016, an individual contributed certain medical intellectual property to the Company in exchange for 5,000,000 shares of Series A Preferred Stock. The transaction was valued at $2,990,535 based upon the value of the Series A Preferred Stock as determined by a valuation expert. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events The Company has reviewed subsequent events through the filing of this report and has noted none that require disclosure. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 2 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. The results of operations for the period from inception (April 29, 2016) through June 30, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2016. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, AngioSoma Research, LLC, First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Credit Risk due to Certain Concentrations | Credit Risk due to Certain Concentrations We extend credit, primarily in the form of uncollateralized oil and gas sales through the operators of our working interests, to various companies in the oil and gas industry, which results in a concentration of credit risk. The concentration of credit risk may be affected by changes in economic or other conditions within our industry and may accordingly affect our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the nature of the companies to which we extend credit. For the period from inception (April 29, 2016) through June 30, 2016, two operators accounted for 54% and 46% of our oil and gas sales. Those operators account for 35% and 65% of accounts receivable as of June 30, 2016. We did not recognize any credit losses during the period from inception (April 29, 2016) through June 30, 2016. We have not recognized an allowance for doubtful accounts as of June 30, 2016. |
Oil and Gas Properties | Oil and Gas Properties The Company follows the full cost method of accounting for its oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing, and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil, in which case the gain or loss is recognized in the statement of operations. Depletion of capitalized oil and gas properties and estimated future development costs, excluding unproved properties, are based on the units-of-production method based on proved reserves. The company recognized $386 of depletion during the period from inception (April 29, 2016) through June 30, 2016. Net capitalized costs of oil and gas properties, less related deferred taxes, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on unescalated prices discounted at ten percent, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any, less related income taxes. As of June 30, 2016, the Company has oil and gas properties in the amount of $200,575, which are being excluded from amortization because they have not been evaluated to determine whether proved reserves are associated with those properties. Costs in excess of the present value of estimated future net revenues as discussed above are charged to impairment expense. The Company applies the full cost-ceiling test on a quarterly basis on the date of the latest balance sheet presented. Based on managements review, 100% of the unproved oil and gas properties balance as of June 30, 2016 are expected to be added to amortization during the year ending September 30, 2016. The table below sets forth the cost of unproved properties excluded from the amortization base as of June 30, 2016 and notes the year in which the associated costs were incurred: Year of Acquisition 2012 2013 2014 2015 Total Acquisition costs $ 153,264 $ 47,311 $ $ $ 200,575 Development costs Exploration costs Total $ 153,264 $ 47,311 $ $ $ 200,575 Asset retirement costs are recognized when the asset is placed in service, and are included in the amortization base and amortized over proved reserves using the units of production method. Asset retirement costs are estimated by management using existing regulatory requirements and anticipated future inflation rates. |
Financial Instruments | Financial Instruments The Companys balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. The following table presents assets that were measured and recognized at fair value as of June 30, 2016 and the period then ended on a recurring and nonrecurring basis: June 30, 2016 Description Level 1 Level 2 Level 3 Total Realized Loss Asset retirement obligation $ $ $ 21,116 $ Available for sale securities 13,002 Totals $ 13,002 $ $ 21,116 $ |
Revenue Recognition | Revenue Recognition Sales of crude oil are recognized when the delivery to the purchaser has occurred and title has been transferred. This occurs when oil has been delivered to a pipeline or a tank lifting has occurred. Crude oil is priced on the delivery date based upon prevailing prices published by purchasers with certain adjustments related to oil quality and physical location. |
Common Stock | Common Stock The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Companys convertible debt is considered anti-dilutive due to the Companys net loss for the period from inception (April 29, 2016) through June30, 2016. As a result, the Company did not have any potentially dilutive common shares for that period. At June 30, 2016, the Company had 32,762,153 potentially issuable shares upon the conversion of convertible notes payable and interest. |
Beneficial Conversion Feature | Beneficial Conversion Feature Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of June 30, 2016. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Subsequent events | Subsequent events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 2 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of cost of unproved properties excluded from the amortization base | The table below sets forth the cost of unproved properties excluded from the amortization base as of June 30, 2016 and notes the year in which the associated costs were incurred: Year of Acquisition 2012 2013 2014 2015 Total Acquisition costs $ 153,264 $ 47,311 $ $ $ 200,575 Development costs Exploration costs Total $ 153,264 $ 47,311 $ $ $ 200,575 |
Schedule of assets measured and recognized at fair value on a recurring and nonrecurring basis | The following table presents assets that were measured and recognized at fair value as of June 30, 2016 and the period then ended on a recurring and nonrecurring basis: June 30, 2016 Description Level 1 Level 2 Level 3 Total Realized Loss Asset retirement obligation $ $ $ 21,116 $ Available for sale securities 13,002 Totals $ 13,002 $ $ 21,116 $ |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 2 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consisted of the following at June 30, 2016: Convertible note dated September 30, 2013 in the original principal amount of $528,434, maturing September 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share, in default. $ 2,324 Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, maturing June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share. 276,285 Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share. 118,620 Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share 49,190 Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share 66,074 Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share 235,313 Convertible note dated December 31, 2015 in the original principal amount of $90,040, maturing December 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share 90,040 Convertible note dated March 31, 2016 in the original principal amount of $71,861, maturing March 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of a 60% discount to the market price on the date of conversion 71,861 Total convertible notes payable $ 909,707 Less: current portion of convertible notes payable (512,493 ) Less: discount on noncurrent convertible notes payable (376,773 ) Long-term convertible notes payable, net of discount $ 20,441 Current portion of convertible notes payable 512,493 Discount on current convertible notes payable (143,438 ) Long-term convertible notes payable, net of discount $ 369,055 |
General Organization and Busi21
General Organization and Business (Details Narrative) | Jun. 03, 2016USD ($) | Aug. 12, 2013USD ($) | Jul. 07, 2013Number | Jan. 03, 2012USD ($)ft²Number | Jun. 30, 2016USD ($) |
Number of common shares issued for aquisition | $ (381,444) | ||||
First Titan Corp [Member] | |||||
Percentage of common stock owned | 34.00% | ||||
AngioSoma Research Nevada [Member] | |||||
Number of common shares issued for aquisition | $ 20,000,000 | ||||
Percentage of common stock owned | 66.00% | ||||
Waller County, Texas [Member] | Minns Project [Member] | |||||
Number of wells in processs fo drilling | Number | 3 | ||||
Percentage of working interest | 30.00% | ||||
Participation Agreement [Member] | Calcasieu Parish, Louisiana [Member] | |||||
Number of wells in processs fo drilling | Number | 1 | ||||
Percentage of oil and gas production expense | 25.00% | ||||
Percentage of oil and gas revenue | 1.40% | 13.59% | |||
Projected drilling feet | ft² | 15,500 | ||||
Total drilling and completion cost | $ 181,000 | $ 3,400,000 | |||
Percentage of reduce working interest | 1.80% | ||||
Payment of oil and gas cost | $ 143,264 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 2 Months Ended |
Jun. 30, 2016USD ($) | |
Accounting Policies [Abstract] | |
Net loss | $ (83,918) |
Cash flow from operating activities | (12,001) |
Working capital | $ (648,128) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2016 | |
Cost of unproved properties excluded from amortization, period costs: | |||||
Acquisition costs | $ 47,311 | $ 153,264 | |||
Development costs | |||||
Exploration costs | |||||
Total | $ 47,311 | $ 153,264 | |||
Cost of unproved properties excluded from amortization, cumulative costs: | |||||
Acquisition costs | $ 200,575 | ||||
Development costs | |||||
Exploration costs | |||||
Total | $ 200,575 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details 1) | 2 Months Ended |
Jun. 30, 2016USD ($) | |
Total Realized Loss | |
Asset Retirement Obligation [Member] | |
Total Realized Loss | |
Available For Sale Securities [Member] | |
Total Realized Loss | |
Fair Value, Inputs, Level 1 [Member] | |
Totals | 13,002 |
Fair Value, Inputs, Level 1 [Member] | Asset Retirement Obligation [Member] | |
Liabilities ,fair value | |
Fair Value, Inputs, Level 1 [Member] | Available For Sale Securities [Member] | |
Assets , fair value | 13,002 |
Fair Value, Inputs, Level 2 [Member] | |
Totals | |
Fair Value, Inputs, Level 2 [Member] | Asset Retirement Obligation [Member] | |
Liabilities ,fair value | |
Fair Value, Inputs, Level 2 [Member] | Available For Sale Securities [Member] | |
Assets , fair value | |
Fair Value, Inputs, Level 3 [Member] | |
Totals | 21,116 |
Fair Value, Inputs, Level 3 [Member] | Asset Retirement Obligation [Member] | |
Assets , fair value | |
Fair Value, Inputs, Level 3 [Member] | Available For Sale Securities [Member] | |
Liabilities ,fair value | $ 21,116 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) | 2 Months Ended |
Jun. 30, 2016USD ($)shares | |
Depletion expense | $ 386 |
Unevaluated properties | $ 200,575 |
Potentially issuable shares | shares | 32,762,153 |
Sales [Member] | Operator One [Member] | |
Concentration risk percentage | 54.00% |
Sales [Member] | Operator Two [Member] | |
Concentration risk percentage | 46.00% |
Accounts Receivable [Member] | Operator One [Member] | |
Concentration risk percentage | 35.00% |
Accounts Receivable [Member] | Operator Two [Member] | |
Concentration risk percentage | 65.00% |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | Jun. 03, 2016 | Jun. 30, 2016 |
Business Acquisition [Line Items] | ||
Number of common shares issued for aquisition | $ (381,444) | |
First Titan Corp [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of common stock owned | 34.00% | |
AngioSoma Research Nevada [Member] | ||
Business Acquisition [Line Items] | ||
Number of common shares issued for aquisition | $ 20,000,000 | |
Percentage of common stock owned | 66.00% |
Intellectual Property (Details
Intellectual Property (Details Narrative) - USD ($) | Apr. 29, 2016 | Jun. 30, 2016 |
Value of shares issued for intangible assets | $ 2,990,535 | |
Series A Preferred Stock [Member] | ||
Number of shares issued for intangible assets | 5,000,000 | |
Value of shares issued for intangible assets | $ 2,990,535 | |
Medical Intellectual Property [Member] | Series A Preferred Stock [Member] | ||
Number of shares issued for intangible assets | 5,000,000 | |
Value of shares issued for intangible assets | $ 2,990,535 |
Advances Payable to Related P28
Advances Payable to Related Party (Details Narrative) | Jun. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
Advances payable to related party | $ 11,000 |
Advances (Details Narrative)
Advances (Details Narrative) | Jun. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
Advances payable to third party | $ 21,650 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 2 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Total convertible notes payable | $ 909,707 |
Less: current portion of convertible notes payable | (512,493) |
Less: discount on noncurrent convertible notes payable | (376,773) |
Long-term convertible notes payable, net of discount | 20,441 |
Current portion of convertible notes payable | 512,493 |
Discount on current convertible notes payable | (143,438) |
Long-term convertible notes payable, net of discount | 369,055 |
10% Convertible Note Payable Due September 30, 2015 [Member] | |
Total convertible notes payable | $ 2,324 |
Issuance date | Sep. 30, 2013 |
Debt instrument, face amount | $ 528,434 |
Conversion price (in dollars per share) | $ / shares | $ 0.04 |
10% Convertible Note Payable Due June 30, 2016 [Member] | |
Total convertible notes payable | $ 276,285 |
Issuance date | Jun. 30, 2014 |
Debt instrument, face amount | $ 276,825 |
Conversion price (in dollars per share) | $ / shares | $ 0.03 |
10% Convertible Note Payable Due December 31, 2016 [Member] | Vista View Ventures, Inc. [Member] | |
Total convertible notes payable | $ 118,620 |
Issuance date | Dec. 31, 2014 |
Debt instrument, face amount | $ 118,620 |
Conversion price (in dollars per share) | $ / shares | $ 0.01 |
10% Convertible Note Payable Due March 31, 2017 [Member] | Vista View Ventures, Inc. [Member] | |
Total convertible notes payable | $ 49,190 |
Issuance date | Mar. 31, 2015 |
Debt instrument, face amount | $ 49,190 |
Conversion price (in dollars per share) | $ / shares | $ 0.005 |
10% Convertible Note Payable Due June 30, 2017 [Member] | Vista View Ventures, Inc. [Member] | |
Total convertible notes payable | $ 66,074 |
Issuance date | Jun. 30, 2015 |
Debt instrument, face amount | $ 66,074 |
Conversion price (in dollars per share) | $ / shares | $ 0.53 |
10% Convertible Note Payable Due September 30, 2018 [Member] | Vista View Ventures, Inc. [Member] | |
Total convertible notes payable | $ 235,313 |
Issuance date | Sep. 30, 2015 |
Debt instrument, face amount | $ 235,313 |
Conversion price (in dollars per share) | $ / shares | $ 0.75 |
10% Convertible Note Payable Due December 31, 2018 [Member] | Vista View Ventures, Inc. [Member] | |
Total convertible notes payable | $ 90,040 |
Issuance date | Dec. 31, 2015 |
Debt instrument, face amount | $ 90,040 |
Conversion price (in dollars per share) | $ / shares | $ 0.08 |
10% Convertible Note Payable Due March 31, 2019 [Member] | Vista View Ventures, Inc. [Member] | |
Total convertible notes payable | $ 71,861 |
Issuance date | Mar. 31, 2016 |
Debt instrument, face amount | $ 71,861 |
Percentage of debt discount | 60.00% |
Convertible Notes Payable (De31
Convertible Notes Payable (Details Narrative) | 2 Months Ended |
Jun. 30, 2016USD ($)shares | |
Maximum percentage of the outstanding stock of the company upto which holder of the notes can convert the notes into shares of common stock | 4.90% |
10% Convertible Note Payable Due December 31, 2016 [Member] | |
Accrued interest | $ | $ 7,491 |
Number of shares issued | shares | 1,498,124 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 28, 2016 | Jun. 03, 2016 | Apr. 29, 2016 | Jun. 30, 2016 |
Number of common shares issued for aquisition | $ (381,444) | |||
Value of shares issued for intangible assets | 2,990,535 | |||
Series A Preferred Stock [Member] | ||||
Number of common shares issued for aquisition | ||||
Number of shares issued for intangible assets | 5,000,000 | |||
Value of shares issued for intangible assets | $ 2,990,535 | |||
Medical Intellectual Property [Member] | Series A Preferred Stock [Member] | ||||
Number of shares issued for intangible assets | 5,000,000 | |||
Value of shares issued for intangible assets | $ 2,990,535 | |||
AngioSoma Research Nevada [Member] | ||||
Number of common shares issued for aquisition | $ 20,000,000 | |||
Convertible Notes Payable [Member] | ||||
Accrued interest | $ 7,491 | |||
Number of shares issued | 1,498,124 |