Rio Bravo Oil (SDGU) Inactive 10-Q15 May 142014 Q1 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2014
Document and Entity Information:	'
Entity Registrant Name	'Rio Bravo Oil, Inc.
Document Type	'10-Q
Document Period End Date	31-Mar-14
Amendment Flag	'false
Entity Central Index Key	'0001502774
Current Fiscal Year End Date	'--12-31
Entity Common Stock, Shares Outstanding	33,052,657
Entity Filer Category	'Smaller Reporting Company
Entity Current Reporting Status	'Yes
Entity Voluntary Filers	'No
Entity Well-known Seasoned Issuer	'No
Document Fiscal Year Focus	'2014
Document Fiscal Period Focus	'Q1

Rio_Bravo_Oil_Inc_Condensed_Co

Rio Bravo Oil, Inc. - Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2014		Dec. 31, 2013
Current Assets:	'		'
Cash and cash equivalents	$2,128		'	[1]
Prepaid operator credit	5,739		5,742	[1]
TOTAL CURRENT ASSETS	7,867		5,742	[1]
PROPERTY AND EQUIPMENT	'		'
Proved oil and gas properties, net of accumulated depletion	1,569,542		'	[1]
Unproved oil and gas properties	1,975,197		'	[1]
Furniture, fixtures and equipment, net	14,152		14,939	[1]
Property and equipment, net	3,558,891		'	[1]
Assets held for sale	'		7,590,352	[1]
Deferred loan costs, net of amortization	98,578		128,578	[1]
Advances receivable	33,332		'	[1]
Total Assets	3,698,668		7,739,611	[1]
Current liabilities:	'		'
Accounts payable	479,087		439,570	[1]
Accrued expenses	1,441,911		1,341,202	[1]
Advances payable, related party	90,704		90,704	[1]
Accrued Rio Bravo assets purchase payable	'		6,968	[1]
Loan from former director	3,332		3,332	[1]
Liabilities held for sale	'		799,290	[1]
Short term notes payable- related party	14,950		'	[1]
Short term notes payable	6,544,330		6,427,330	[1]
Bridge notes payable	350,000		350,000	[1]
TOTAL CURRENT LIABILITIES	8,924,314		9,458,396	[1]
NON CURRENT LIABILITIES	'		'
Notes payable	687,651		613,829	[1]
Liabilities held for sale	'		3,517,861	[1]
Asset retirement obligation	273,000		'	[1]
TOTAL LIABILITIES	9,884,965		13,590,086	[1]
Commitments and contingencies	'		'	[1]
REDEEMABLE SERIES A PREFERRED STOCK	4,889,000		5,389,000	[1]
REDEEMABLE SERIES C PREFERRED STOCK	492,000		492,000	[1]
Stockholders' Equity	'		'
Series B Preferred Stock	3,250	[1]	3,250	[2]
Common Stock	33,052	[2]	32,502	[3]
Additional paid-in capital	6,726,638		6,190,688	[1]
Stockholders' deficit accumulated in the exploratory stage	-18,330,237		-17,957,915	[1]
Stockholders' Equity (deficit)	-11,567,297		-11,731,475	[1]
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$3,698,668		$7,739,611	[1]

[1]	Derived from audited information
[2]	Series B Preferred Stock, $0.001 par value, 5,000,000. Authorized 3,250,000 and nil issued and oustanding shares as of March 31, 2013
[3]	Common stock; par value $0.001 par value, 120,000,000 Authorized 32,052,657 and 32,502,657 Issued and oustanding shares as of March 31, 2014 and December 31, 2013, respectively.

Statement_of_Financial_Positio

Statement of Financial Position - Parenthetical (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position	'	'
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	120,000,000	120,000,000
Common Stock, Shares Issued	33,052,657	32,502,657
Common Stock, Shares Outstanding	33,052,657	32,502,657
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	3,250,000	3,250,000
Preferred Stock, Shares Outstanding	3,250,000	3,250,000

Rio_Bravo_Oil_Inc_Condensed_Co1

Rio Bravo Oil, Inc. - Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		43 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
REVENUES AND GAINS	'	'	'
Revenues from sale of oil and gas	$9,722	$8,712	$231,431
OPERATING EXPENSES	'	'	'
Leasehold operating and workover expense	6,338	617,976	2,290,925
General and administrative	115,233	137,577	1,609,488
Professional fees	18,467	98,968	1,897,213
Depreciation, depletion, amortization and impairment expense	2,245	25,154	10,830,482
Total operating expenses	142,283	879,675	16,628,108
LOSS FROM OPERATIONS	-132,561	-870,963	-16,396,677
OTHER INCOME AND EXPENSE	'	'	'
Interest expense	-205,481	-194,435	-1,586,218
Other income	6,970	194,435	8,533
Total other income	-198,511	194,435	-1,577,685
NET LOSS	-331,072	-1,065,398	-17,974,362
Preferred dividends	41,250	41,250	350,625
Net loss to common stockholders	($372,322)	($1,106,648)	($18,324,987)
Basic and diluted loss per common share	($0.01)	($0.03)	($0.31)
Basic and diluted weighted average common shares outstanding	32,692,101	32,465,657	59,237,089

Rio_Bravo_Oil_Inc_Statements_o

Rio Bravo Oil, Inc. -Statements of Cash Flows (USD $)	3 Months Ended		43 Months Ended
Rio Bravo Oil, Inc. -Statements of Cash Flows (USD $)	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities:	'	'	'
NET LOSS	($331,072)	($1,065,398)	($17,974,362)
Adjustment to reconcile net loss to cash used in operations	'	'	'
Depreciation, depletion, amortization and impairment expense	2,245	25,154	10,830,482
Non cash interest expense	103,822	91,224	785,721
Impairment in investment in Eagle Ford	'	'	40,000
Stock based compensation	36,500	'	156,150
Changes in assets and liabilities:	'	'	'
Prepaid expenses, increase decrease	'	25,635	23,186
Accounts payable, increase decrease	32,556	413,546	630,443
Accrued expenses, increase decrease	59,459	40,410	789,485
Net cash used by operations	-96,490	-469,429	-4,718,895
Cash flows from investing activities:	'	'	'
Capital expenditures for oil and gas property	'	-5,144	-1,655,167
Cash advanced from Pan American Oil Company, LLC, net of cash acquired	'	'	-495,656
Cash paid to acquire interests from Eagle Ford Oil Co.	'	'	-1,134,193
Loans to Eagle Ford Oil Company, Inc.	-33,332	'	-33,332
Cash provided in investing activities	-33,332	-5,144	-3,318,348
Cash flows from financing activities:	'	'	'
Proceeds from stockholder loans	126,000	460,000	1,593,601
Proceeds from debt issuance, related party	6,000	'	6,000
Repayment of stockholder loans	-50	'	-200,050
Proceeds from debt issuance	6,000	'	5,188,704
Proceeds from director loan	'	'	3,332
Proceeds from other loans and advances	'	'	445,639
Loan fees paid	'	'	-360,000
Loan repayments	'	'	-217,853
Repayment of bridge notes	'	'	-1,550,000
Proceeds from sale of common stock and warrants, net of offering costs paid	'	'	2,637,998
Proceeds from Series C preferred stock offering	'	'	492,000
Cash provided by financing activities	131,950	460,000	8,039,371
Increase (decrease) in cash and cash equivalents	2,128	-14,573	2,128
Cash and cash equivalents, beginning of quarter	'	18,738	'
Cash and cash equivalents, end of quarter	$2,128	$4,165	$2,128

Note_1_Basis_of_Presentation_a

Note 1 - Basis of Presentation and Going Concern	3 Months Ended
Note 1 - Basis of Presentation and Going Concern	Mar. 31, 2014
Notes	'
Note 1 - Basis of Presentation and Going Concern	'
	NOTE 1 - BASIS OF PRESENTATION AND GOING CONCERN

	Nature of Operations and Presentation

	These financial statements include the accounts of Rio Bravo Oil, Inc. (the “Company”), formerly Soton Holdings Group, Inc., which was formed on June 9, 2010 in the state of Nevada and its wholly-owned subsidiary Pan American Oil Company, LLC. Except where the context otherwise requires, the “Company,” “we,” “our” and “us” refers to Rio Bravo Oil, Inc. and our wholly-owned subsidiary Pan American Oil Company, LLC.

	The consolidated condensed financial statements included herein are unaudited. Such consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature except for those related to the sale of its working interests in its oil and gas leaseholds and receipt of a 10% carried working interest in those same leaseholds as described later in this document. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 14, 2014.

	Going Concern

	The Company has incurred significant operating losses since its inception and has an accumulated deficit at March 31, 2014 of $18,300,000. In addition, as of March 31, 2014, the Company had a working capital deficit of $8,900,000 and is currently unable to satisfy its debt obligations when they come due. Management expects that significant on-going operating and drilling expenditures will be necessary to successfully implement the Company’s drilling plans. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Implementation of the Company’s plans and its ability to continue as a going concern depend upon its securing substantial additional financing.

	The Company has only enough cash to operate through the end of May 2014 and at the time of these financial statements. Management’s plans include efforts to obtain additional capital, although no assurances can be given about the Company’s ability to obtain such capital. If the Company is unable to obtain adequate additional financing or generate additional hydrocarbon production, it will be unable to continue its drilling plans and other activities and may be forced to cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

Note_2_Summary_of_Significant_

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Notes

Note 2 - Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements included herewith include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all highly liquid instruments with original maturity of less than 90 days to be cash equivalents.

Exploration Stage Enterprise

The Company has been devoting most of its efforts to exploring for and developing its oil and gas assets and, consequently, meets the definition of An Exploration Stage Enterprise, under the Accounting Standards Codification “Accounting and Reporting for Development Stage Enterprises.” Certain additional financial information is required to be included in the financial statements for the period from inception of the Company to the current balance sheet date.

Furniture, Fixtures & Equipment

Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows:

Office furniture and equipment

7 years

Normal maintenance and repairs for property and equipment are charged to expense as incurred, while significant improvements are capitalized.

Oil and Gas Properties

The Company follows the full cost method of accounting for oil and natural gas operations. Under this method all productive and nonproductive costs incurred in connection with the acquisition, exploration, and development of oil and natural gas reserves are capitalized on a country-by-country basis into an individual country “cost pool.” The Company has operations in the United States and, consequently, only has one cost pool. No gains or losses are recognized upon the sale or other disposition of oil and natural gas properties except in transactions that would significantly alter the relationship between capitalized costs and proved reserves. The costs of unevaluated oil and natural gas properties are excluded from the amortizable base until the time that either proven reserves are found or it has been determined that such properties are impaired. As properties become evaluated, the related costs are transferred to the proved oil and natural gas properties cost pool using full cost accounting.

Under the full cost method the net book value of oil and natural gas properties, less related deferred income taxes, may not exceed the estimated after-tax future net revenues from proved oil and natural gas properties, discounted at 10% (the “Ceiling Limitation”). In arriving at estimated future net revenues, estimated lease operating expenses, development costs, and certain production-related and ad valorem taxes are deducted. In calculating future net revenues, prices and costs are held constant indefinitely, except for changes that are fixed and determinable by existing contracts. Prices are determined using a simple arithmetic average of the first day of each month during the most recent twelve month period presented herein. The net book value is compared to the Ceiling Limitation on a quarterly and yearly basis. The excess, if any, of the net book value above the Ceiling Limitation is charged to expense in the period in which it occurs and is not subsequently reinstated.

Unit-of-production depletion is applied to capitalized costs of the full cost pool. Unit-of-production rates are based on the amount of proved reserves (both developed and undeveloped) of oil, gas and other minerals that are estimated to be recoverable from existing facilities using current operating methods.

The costs of investments in unproved properties and portions of costs associated with major development projects are excluded from the depreciation, depletion and amortization calculation until the project is evaluated.

Unproved property costs include leasehold costs, seismic costs and other costs incurred during the exploration phase. In areas where proved reserves are established, significant unproved properties are evaluated periodically, but not less than annually, for impairment. If a reduction in value has occurred, these property costs are considered impaired and are transferred to the related full cost pool. Unproved properties whose acquisition costs are not individually significant are aggregated, and the portion of such costs estimated to be ultimately nonproductive, based on experience, and is amortized to the full cost pool over an average holding period.

Use of Estimates

The preparation of the Company’s financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management believes that the following material estimates affecting the financial statements could significantly change in the coming year.

The most significant estimates pertain to proven oil and natural gas reserves and related cash flow estimates used in impairment tests of long-lived assets, estimates of future development, dismantlement and abandonment costs. Certain of these estimates require assumptions regarding future costs and expenses and future production rates. Actual results could differ from those estimates.

The Company’s revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which are dependent upon numerous factors beyond their control such as economic, political and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the future. A substantial or extended decline in oil and natural gas prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

Estimates of oil and natural gas reserves and their values, future production rates and future costs and expenses are inherently uncertain for numerous reasons, including many factors beyond the Company’s control. Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretation and judgment. In addition, estimates of reserves may be revised based on actual production, results of subsequent exploration and development activities, prevailing commodity prices, operating cost and other factors. These revisions may be material and could materially affect future depletion, depreciation and amortization expense, dismantlement and abandonment costs, and impairment expense.

Revenue Recognition

Revenues are recognized when hydrocarbons have been delivered, the customer has taken title and payment is reasonably assured.

Asset Retirement Obligations

The Company provides for future asset retirement obligations on its resource properties and facilities based on estimates established by current legislation and industry practices. The asset retirement obligation is initially measured at fair value and capitalized as an asset retirement cost that is amortized on a straight line 15 year basis. The obligation is accreted through interest expense until it is expensed and or settled. The fair value of the obligation is estimated based on recent operations in the area and is then accreted using an expected inflation rate for oil field service costs. The Company recognizes revisions to either the timing or amount of the original estimate as increases or decreases to the asset retirement obligation.

The significant assumptions used to develop the expected liability during the period are as follows:

Average cost to remediate individual well sites: $4,000 to $7,000 (net to our interest)

Average gross salvage value expected from individual well sites remediated: $0 (net)

Expected inflation rate for oil field service costs: 5%

Risk weighted cost of credit: 8%

Average time to abandonment: 20 years

Actual retirement costs will be recorded against the obligation when incurred. Any difference between the recorded asset retirement obligation and the actual retirement costs incurred is recorded as a gain or loss in the settlement period.

Beginning balance, December 31, 2013

2,683,807

Liabilities incurred

Liabilities Settled

2,410,807

Accretion expense

Balance at March 31, 2014

273,000

Fair Value

As defined in authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (“exit price”). To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ("Level 1" measurements) and the lowest priority to unobservable inputs ("Level 3" measurements). The three levels of the fair value hierarchy are as follows:

Level 1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Other inputs that are observable, directly or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fair

Level 1

Level 2

Level 3

Value

Asset retirement obligation

273,000

Note_3_Sale_of_Oil_and_Gas_Lea

Note 3 - Sale of Oil and Gas Leasehold Interest	3 Months Ended
Note 3 - Sale of Oil and Gas Leasehold Interest	Mar. 31, 2014
Notes	'
Note 3 - Sale of Oil and Gas Leasehold Interest	'
	NOTE 3 – SALE OF OIL AND GAS LEASEHOLD INTEREST

	In February 2014, the Company entered into a sale agreement with Eagle Ford, the current operator for its oil field interests, such that the Company sold the entirety of its working and net revenue interests in all of its oil field leaseholds and also sold all of its salvage equipment obtained through its acquisitions of Pan American Oil Company, LLC and Rio Bravo Oil, LLC and Numa Luling, LLC. In addition, Eagle Ford agreed to take over all of the Company’s payables related to the leasehold interests and all of the remaining obligations incurred by the Company when it acquired its leasehold interests from Eagle Ford back in 2012. As consideration Eagle Ford issued a note to the Company in the amount of $500,000 plus a 10% carried working interest in the oil field leaseholds sold to Eagle Ford. The 10% carried working interest is subject to the existing 25% overriding royalty interests that exist on the leaseholds. The Company’s carried working interest means they are not obligated for any cash calls for any drilling or re-work drilling activity and are only obligated for 10% of the leasehold operating expenses. Because the plan for the sale of the assets was in place as of December 31, 2013, these financial statements show all of the assets and liabilities at all balance sheet dates presented as “held for sale”.

	The following table shows the assets and liabilities held for sale as of December 31:

		2013
	ASSETS HELD FOR SALE
	Proved oil and gas property		15,888,126
	Unproved oil and gas property		1,862,117
	Accumulated depletion and impairment		-10,657,849
	Net oil and gas properties		7,092,394

	Well Equipment		668,349
	Accumulated depreciation		-170,391
	Net property, plant and equipment		497,958

	Total assets held for sale		7,590,352

	LIABILITIES HELD FOR SALE
	Operator Payable		486,088
	Eagle Ford asset purchase payable		190,000
	Due to the Caltex bankruptcy estate		123,202
	Current liabilities held for sale		799,290

	Due to the Caltex bankruptcy estate		834,054
	Asset retirement obligations		2,683,807
	Non-current liabilities held for sale		3,517,861

	The Company determined at December 31, 2013 that due to its plan of sale and the subsequent consummation in February 2014, that the sale would significantly alter the relationship between capitalized costs and it’s proved reserves. The Company has thus included in its loss from operations an impairment charge at December 31, 2013 amounting to $10,607,064. The Company calculated the impairment as the difference between the carrying amount of its oil and gas properties as of December 31, 2013 and the carrying value of the salvage equipment and the value of the liabilities assumed by Eagle Ford. The Company valued the note receivable of $500,000 at zero fair value. The Company also did not include certain liabilities that the Company took over from Eagle Ford during 2013 as the third parties were not party to the transaction. The Company has treated those liabilities in which it agreed with the third party to become liable for as having a continuing guarantee to those third parties. In addition, the Company performed a recalculation of the value of its proved reserves under the 10% carried working interest it obtained in the sale. The Company valued those reserves at $1,571,000. The excess of the liabilities transferred to Eagle Ford against the value of the salvage equipment over and above the $1,571,000 in proved reserves was $1,975,197, which the Company has moved to unproved reserves as of March 31, 2014.

Note_4_Oil_and_Gas_Properties

Note 4 - Oil and Gas Properties	3 Months Ended
	Mar. 31, 2014
Notes	'
Note 4 - Oil and Gas Properties	'
	NOTE 4 - OIL AND GAS PROPERTIES

	Oil and gas properties consisted of the following:

		March 31,		31-Dec-13
		2014

	Proved properties	$	1,571,000	$	-
	Accumulated depletion, depreciation and impairment		-1,458		-
	Proved property, net		1,569,542		-
	Unproved property		1,975,197		-
	Total oil and gas property, net	$	3,544,739	$	-

	Depletion expense amounted to $1,458 and $1,283 for the three months ended March 31, 2014 and 2013, respectively.

Note_5_Furniture_Fixtures_and_

Note 5 - Furniture, Fixtures and Equipment	3 Months Ended
Note 5 - Furniture, Fixtures and Equipment	Mar. 31, 2014
Notes	'
Note 5 - Furniture, Fixtures and Equipment	'
	NOTE 5 - FURNITURE, FIXTURES AND EQUIPMENT

	Furniture, fixtures and equipment consisted of the following:

		31-Mar-14		31-Dec-13

	Office furniture and equipment	$	14,939	$	14,939
	Accumulated depreciation		-787		-
		$	14,152	$	14,939

	Depreciation expense for the three months ended March 31, 2014 was $787. There was depreciation expense of $23,871 for the three months ended March 31, 2013.

Note_6_Notes_and_Advances_Paya

Note 6 - Notes and Advances Payable	3 Months Ended
Note 6 - Notes and Advances Payable	Mar. 31, 2014
Notes	'
Note 6 - Notes and Advances Payable	'
	NOTE 6 - NOTES AND ADVANCES PAYABLE

	In connection with the acquisition of Pan Am the Company acquired certain advances payable and short term bridge notes in the principal amount of $1,900,000 from two unaffiliated entities. Of the $1,900,000 borrowed, $600,000 was evidenced by an unsecured promissory note, had an interest rate of 10% per annum and was repaid March 2012. The remaining $1,300,000 borrowed was evidenced by a series of loan agreements all with essentially the same terms; interest at the rate of 6% per annum, unsecured, and due on the earlier of December 31, 2012 or upon demand. As of December 31, 2012, $350,000 was due on this loan. The Company is currently in negotiations with the lender to extend the maturity date of the loan and expects to complete the extension in 2014.

	In addition, in 2011 Pan Am was advanced approximately $90,000 by a then related party. The advance is non-interest bearing, is unsecured and due on demand and as of March 31, 2014 the balance the Company owed is $90,704.

	On February 24, 2012, the Company received gross proceeds of $2,500,000 from the sale of two promissory notes to two unrelated entities. The notes mature on December 31, 2014, bear interest at the rate of 8% per annum, are unsecured and are convertible into up to 2.5 million shares of the Company’s common stock, subject to certain adjustments, at the option of the holders. In addition, should the Company’s common stock trade above $2.50 for a period of 30 or more consecutive trading days, the notes and all accrued and unpaid interest automatically convert into common stock of the Company, at the conversion rate then in effect.

	In connection with the $2.5 million notes noted above, the Company paid a 10% fee to and unrelated third party who helped facilitate the transaction. The fee is being amortized on a straight line basis over the life of the loans. For the three months ended March 31, 2014 the Company amortized approximately $30,000 to interest expense.

	On April 30, 2012, the Company received gross proceeds of $750,000 from the sale of a promissory note that matures on April 30, 2017, is unsecured and bears interest at the rate of 3% per annum. The note contains conversion privileges such that the holder may convert at any time into common stock of the Company at a conversion rate of $0.75 per share. The conversion feature includes standard anti-dilution provisions. The Company recorded a discount of $150,000 as a result of the beneficial conversion feature, and amortized $87,651 of the discount through March 31, 2014.

	On May 21, 2012, the Company received gross proceeds of $300,000 from the sale of a promissory note that originally matured on the earlier of December 31, 2012 or upon the Company raising $1,500,000 in debt or equity after the sale of the note, bears interest at the rate of 6% per annum and is unsecured. On December 24, 2012, the maturity date of the note was extended until March 31, 2013. The Company is still in negotiations with the lender to extend that maturity date.

	In October 2012 through December 2012 the Company received gross proceeds of $1,635,000 from the sale of promissory notes to two stockholders that mature on the earlier of December 31, 2013 or upon the Company raising $1,500,000 in debt or equity after the sale of the notes. The notes bear interest at the rate of 6% per annum and are unsecured. During 2013, the Company borrowed an additional $1,267,600 from the same two stockholders on essentially the same terms with maturity dates ranging from January 2014, through September 2014. The amount owed at December 31, 2013 was $2,902,600. In the first quarter of 2014, the Company borrowed an additional $89,000 from the stockholders and issued promissory notes with essentially the same terms as previous loans with maturities ranging from January 2015 through February 2015. The Company is attempting to negotiate an extension of the maturity date of these notes.

	In January 2013, the Company and 0947388 BC Ltd. (“094”) entered into a letter of intent for 094 to farm into the Edwards formation assets acquired through its acquisition of Pan American Oil Company, LLC and Numa Luling, LLC and also the 80% interest in certain leasehold interests acquired from Eagle Ford Oil Co., Inc. The Company and 094 were unable to successfully negotiate a farm-in by 094. At the time of entering the letter of intent, 094 paid a deposit of $300,000. That deposit remains outstanding as of March 31, 2014 and is included in short term notes payable.

	In March and April 2013, the Company received gross proceeds of $110,000 from an unrelated third party and issued promissory notes in the same amount. Those notes bear interest at the rate of 6% per annum, are unsecured and mature on the earlier of the one year anniversary of upon the Company obtaining $1.5 mm in financing.

	On August 1, 2013, the Company entered into a secured promissory note with HII Technologies for $290,000. The Company entered into the promissory note to forestall mechanics lien issues with the Company’s leaseholds. HII Technologies was a drilling supplier for Eagle Ford who because of its own financial stress, had been unable to timely pay its suppliers, including HII Technologies. The Company and Eagle Ford agreed to reduce the Company’s operator payable to Eagle Ford by the same amount of the promissory note. The loan agreement bears interest at the rate of 5% per annum and matures on or before July 31, 2014. The loan is secured by a lien on the Company leasehold interest in 204 acres in Caldwell County, Texas (see Note 3).

	In the first quarter of 2014, the Company issued promissory notes to an unrelated third party in the aggregate principal amount of $37,000 and received gross proceeds of the same amount. The promissory notes bear interest at 6% per annum, are unsecured and mature at dates ranging between February and March 2015.

	In the first quarter of 2014, the CEO and director of the Company advanced the Company approximately $6,000.

Note_7_Preferred_Stock

Note 7 - Preferred Stock	3 Months Ended
	Mar. 31, 2014
Notes	'
Note 7 - Preferred Stock	'
	NOTE 7 - PREFERRED STOCK

	Series A

	In connection with the acquisition of Pan American Oil Company, LLC in 2012, the Company issued 5,500,000 shares of Series A preferred stock as partial consideration for the purchase. The Series A preferred stock had an initial issue price of $1.00 per share and accrues a dividend quarterly to each holder at the rate of 3% per annum based on the original issue price, payable quarterly in cash or in kind. Series A preferred holders are required to have received all dividends before any dividend on common stock may be issued. The Series A preferred ranks senior to common stock in the event of a liquidation or winding up of the Company. The Series A preferred may be converted in whole or in part at any time at the option of the holder at the rate of 1 common share for each Series A Preferred, subject to adjustments as defined in the Series A certificate of designation. In addition, should the common stock of the Company trade in any over the counter market above $1.75 per share for a period of at least 30 consecutive trading days, the Company have an initial public offering of any class of securities in which gross proceeds are in excess of $50 million or consummate a merger in which the existing Company shareholders obtain less than 50% of the voting control of the combined entity, then the Series A preferred will automatically convert into the number of shares of common stock as the then conversion rate indicates. In the event that holders elect not to convert their Series A preferred or no automatic conversion is triggered, on January 31, 2019, the Series A preferred will become mandatorily redeemable for cash at its original issue price plus any unpaid dividends accrued as of that date. On the date of issuance, the Company determined that no beneficial conversion feature was present. As of March 31, 2014 the Company accrued $350,625 of Series A dividends.

	Series B

	In connection with the acquisition of Numa Luling, LLC in 2012, the Company issued 3,250,000 shares of Series B preferred stock as partial consideration for the purchase. The Series B preferred stock had an initial issue (also liquidation price) of $1.00 per share. The Series B ranks junior to the Series A preferred stock in respect to the payment of dividends but senior to shares of common stock. The Series B is non-cumulative and dividends must be declared before they become payable by the Company. The Series B ranks pari-passu in respect to liquidation and all other matters to the Series A preferred stock. Each share of Series B preferred stock may be converted at any time by the holder into 1.33 shares of common stock. In the event that the Company’s common stock trades above $1.75 per share for 30 consecutive trading days, the Company closes on a qualified sale (as defined in the agreement) in which the consideration to be received is greater than $50 million, or the Company has an underwritten public offering with proceeds in excess of $50,000,000, the Series B preferred stock automatically converts into common stock at the rate of 1.33 common shares for each Series B share. The holders also have standard anti-dilution protections. On the date of issuance, the Company determined that no beneficial conversion feature was present.

	Series C

	The Board of Directors adopted a resolution on July 30, 2012 authorizing 12,000,000 shares of Series C convertible redeemable preferred stock with a par value of $0.001. The original issuance price was $1.00 per share. The Series C Preferred Stock shall, with respect to dividend rights and rights upon liquidation, winding up or dissolution, rank junior to or pari passau to other classes or series of preferred stock and prior to common stock.

	The Corporation shall pay the holders of Series C Preferred Stock a dividend in an amount equal to five percent (5%) per annum multiplied by the Original Issue Price of the Series C Preferred Stock. Cumulative Preferred Dividends shall be payable in quarterly installments in cash or in kind, at the sole option of the Corporation.

	Each share of Series C Preferred Stock may be converted by any holder thereof, without any further consideration, at any time, into 1.11 shares of Common Stock (the “Conversion Rate”).

	Automatic Conversion. Each share of Series C Preferred Stock shall be automatically converted into shares of the Company’s Common Stock at the Conversion Rate upon the occurrence of any of the following events:

		(i)	The shares of the Corporation’s Common Stock shall trade at a price of over $1.75 per share (as adjusted for stock splits or other events which would result in an adjustment of the Conversion rate) for a period in excess of thirty (30) consecutive trading days and the shares of the Corporation’s Common Stock underlying the Series C Preferred Stock are either (i) included in an effective registration statement or (ii) eligible to be traded pursuant to an applicable exemption from registration.

		(ii)	The sale of all or substantially all of the assets of the Corporation or the outstanding shares of capital stock of the Corporation entitled to vote generally for the election of directors..

		(iii)	The merger of the Company which results in the shareholders of the Company prior to the merger owning less than fifty percent (50%) of the voting power of the Company following the merger.

		(iv)	An underwritten initial public offering of the Company’s shares with gross proceeds of at least $50,000,000.

	The conversion rate will be adjusted for the following:

		·	Stock Splits and Combinations.

		·	Certain Dividends and Distributions.

		·	Other Dividends and Distributions.

		·	Adjustments for Reclassification, Exchange or Substitution.

		·	Adjustments for Reorganization, Merger, Consolidation or Sales of Assets.

		·	Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than the Series C Preferred Stock, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold in connection with a merger or consolidation.

	The Corporation shall mandatorily redeem all shares of Series C Preferred Stock which remain issued and outstanding at January 31, 2019 (“Redemption Date”) at a price equal to the sum of the Original Issue Price and the aggregate amount of any unpaid Cumulative Preferred Dividends attributable to such shares. Such redemption shall be made only to the extent the Corporation has funds legally available for such redemption as of the Redemption Date.

	Except as otherwise provided herein or required by law, the holders of the Series C Preferred Stock shall be entitled to vote together as a single class with the holders of Common Stock and any other capital stock of the Corporation entitled to vote, upon any matter submitted to the stockholders for a vote. The holders of Series C Preferred Stock shall be entitled to one vote for each share of Common Stock into which each share of Series C Preferred Stock held by such holders at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken, is convertible.

	In 2012 the Company raised gross proceeds of $492,000 and issued 492,000 shares of Series C preferred stock. In addition, the Company issued one warrant for each share of Series C preferred stock sold in the offering. Each warrant entitles the holder to acquire one share of the Company’s common stock, at an exercise price of $2.50 per share and expires 3 years from the date of issuance.

Note_8_Common_Stock

Note 8 - Common Stock	3 Months Ended
Note 8 - Common Stock	Mar. 31, 2014
Notes	'
Note 8 - Common Stock	'
	NOTE 8 - COMMON STOCK

	On December 16, 2011, the Company filed a Preliminary Information Statement on Schedule 14-C disclosing that the holder of a majority of the Company’s common stock voted to (i) approve an amendment to the Company’s Articles of Incorporation to (a) change the name of the Company from Soton Holdings Group, Inc. to “Rio Bravo Oil, Inc.”, (b) increase the authorized common stock from 75,000,000 shares, par value $0.001, to 120,000,000 shares, par value $0.001, and (c) create a class of preferred stock, consisting of 30,000,000 shares, par value $0.001, the rights, privileges, and preferences of which may be set by the Company’s Board of Directors without further shareholder approval; and (ii) grant the Board of Directors the authority to amend the Company’s Articles of Incorporation in the future for the purpose of effectuating a forward stock split at a ratio between 2-for-1 and 30-for-1 without further approval by the shareholders. These actions were approved by the holder of a majority of the Company’s voting securities. The name change, increase in authorized common stock and authorized preferred stock took effect with the Secretary of State for the State of Nevada on January 19, 2012, with the name change to Rio Bravo Oil, Inc. recognized by FINRA and the OTC Bulletin Board effective January 26, 2012. The forward stock split became effective as of February 15, 2012. All share amounts have been restated for the forwards stock split since inception.

	In May 2012 the Board of Directors adopted a stock compensation plan. The plan allows the Company to issue shares of common stock, options to purchase common stock or stock appreciation rights to employees, directors and consultants employed by the Company. The number of shares of common stock issuable under the plan is determined each January 1, such that the plan may issue shares of common stock or instruments to acquire common stock of the Company up to 15% of the then outstanding common stock of the Company. No awards were granted or outstanding during the period ending March 31, 2014.

	In March 2014, a Series A preferred shareholder converted 500,000 shares of Series A preferred and received 550,000 shares of common stock of the Company. The Company has recorded compensation expense of $36,500 in connection with the issuance as the holder was entitled to receive only 500,000 shares of common stock via the conversion of the Series A preferred (see Note 7).

Note_9_Commitments_and_Conting

Note 9 - Commitments and Contingencies	3 Months Ended
Note 9 - Commitments and Contingencies	Mar. 31, 2014
Notes	'
Note 9 - Commitments and Contingencies	'
	NOTE 9 - COMMITMENTS AND CONTINGENCIES

	General

	There have been significant changes in the U.S. economy, oil and gas prices and the finance industry which have adversely affected and may continue to adversely affect the Company in its attempt to obtain financing or in its process to produce commercially feasible gas exploration or production.

	Federal, state and local authorities regulate the oil and gas industry. In particular, gas and oil production operations and economies are affected by environmental protection statutes, tax statutes and other laws and regulations relating to the petroleum industry, as well as changes in such laws, changing administrative regulations and the interpretations and application of such laws, rules and regulations. The Company believes it is in compliance with all federal, state and local laws, regulations, and orders applicable to the Company and its properties and operations, the violation of which would have a material adverse effect on the Company or its financial condition.

	Operating Hazards and Insurance

	The gas and oil business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formation, and environmental hazards such as oil spills, gas leaks, ruptures or discharges of toxic gases, the occurrence of any of which could result in substantial losses to the Company due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties, and suspension of operations.

	The Company is a passive working and net revenue interest owner and operator in the oil and gas industry. As such, the Company to date has not acquired its own insurance coverage over its passive interests in the properties; instead the Company has relied on the third party operators for its properties to maintain insurance to cover its operations.

	There can be no assurance that insurance, if any, will be adequate to cover any losses or exposure to liability. Although the Company believes the policies obtained by the third party operators provide coverage in scope and in amounts customary in the industry, they do not provide complete coverage against all operating risks. An uninsured or partially insured claim, if successful and of significant magnitude, could have a material adverse effect on the Company and its financial condition via its contractual liability to the prospect.

	Title to Properties

	The Company’s practice has been to acquire or have its members contribute ownership or leasehold rights to oil and natural gas properties from third parties. The Company’s existing rights are dependent on those previous third parties having obtained valid title to the properties. Prior to the commencement of oil or gas drilling operations on those properties, the third parties customarily conduct a title examination. The Company generally does not conduct examinations of title prior to obtaining its interests in its operations, but rely on representations from the third parties that they have good, valid and enforceable title to the oil and gas properties. Based upon the foregoing, the Company believes it has satisfactory title to their producing properties in accordance with customary practices in the oil and gas industry. The Company is not aware of any title deficiencies as of the date of these financial statements.

	Potential Loss of Oil and Gas Interests/Cash Calls

	The Company has agreed to be bound by the existing joint operating agreements with various operators for the drilling of oil and gas properties, and still owes certain operator payments on drilling wells. In addition, the Company might be subject to future cash calls due to (1) the drilling of any new well or wells on drilling sites; (2) rework or recompletion of a well; and (3) deepening or plugging back of dry holes, etc. If the Company does not pay delinquent amounts due or its share of future authorization for expenditures invoices, it may forfeit all of its rights in certain of its interests on the applicable prospects and any related profits. If one or more of the other members of the prospects fail to pay their share of the prospect costs, the Company may need to pay additional funds to protect its investments.

Note_10_Non_Cash_Disclosures_N

Note 10 - Non Cash Disclosures Not Made Elsewhere	3 Months Ended
Note 10 - Non Cash Disclosures Not Made Elsewhere	Mar. 31, 2014
Notes	'
Note 10 - Non Cash Disclosures Not Made Elsewhere	'
	NOTE 10 - NON CASH DISCLOSURES NOT MADE ELSEWHERE

	No amounts were paid for income taxes in the periods presented in these financial statements.

Note_11_Subsequent_Events

Note 11 - Subsequent Events	3 Months Ended
Note 11 - Subsequent Events	Mar. 31, 2014
Notes	'
Note 11 - Subsequent Events	'
	NOTE 11 – SUBSEQUENT EVENTS

	During the second quarter of 2014, the Company received gross proceeds pursuant to promissory notes of $89,000, of which $27,000 was advanced by a shareholder of the Company and $11,500 was advanced by an affiliate of the Company’s president.

	During the second quarter, the Company was notified of a lease dispute regarding cancellation of certain leases in Luling, Texas. The Company has informed the disputing party that the Company’s interest in the property is limited to a carried working interest and that dispute should be resolved with the property’s operator Eagle Ford Oil Co, Inc.

	The Company is in discussions with its promissory note holders for conversion of their outstanding debt to a new series of preferred shares which would have certain preferred voting rights. The Company cannot forecast the final results of such discussions, if any.

Note_1_Basis_of_Presentation_a1

Note 1 - Basis of Presentation and Going Concern: Nature of Operations and Presentation (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Nature of Operations and Presentation	'
	Nature of Operations and Presentation

	These financial statements include the accounts of Rio Bravo Oil, Inc. (the “Company”), formerly Soton Holdings Group, Inc., which was formed on June 9, 2010 in the state of Nevada and its wholly-owned subsidiary Pan American Oil Company, LLC. Except where the context otherwise requires, the “Company,” “we,” “our” and “us” refers to Rio Bravo Oil, Inc. and our wholly-owned subsidiary Pan American Oil Company, LLC.

	The consolidated condensed financial statements included herein are unaudited. Such consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature except for those related to the sale of its working interests in its oil and gas leaseholds and receipt of a 10% carried working interest in those same leaseholds as described later in this document. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 14, 2014.

Note_1_Basis_of_Presentation_a2

Note 1 - Basis of Presentation and Going Concern: Going Concern (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Going Concern	'
	Going Concern

	The Company has incurred significant operating losses since its inception and has an accumulated deficit at March 31, 2014 of $18,300,000. In addition, as of March 31, 2014, the Company had a working capital deficit of $8,900,000 and is currently unable to satisfy its debt obligations when they come due. Management expects that significant on-going operating and drilling expenditures will be necessary to successfully implement the Company’s drilling plans. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Implementation of the Company’s plans and its ability to continue as a going concern depend upon its securing substantial additional financing.

	The Company has only enough cash to operate through the end of May 2014 and at the time of these financial statements. Management’s plans include efforts to obtain additional capital, although no assurances can be given about the Company’s ability to obtain such capital. If the Company is unable to obtain adequate additional financing or generate additional hydrocarbon production, it will be unable to continue its drilling plans and other activities and may be forced to cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

Note_2_Summary_of_Significant_1

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Principles of Consolidation	'
	Principles of Consolidation

	The consolidated financial statements included herewith include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

Note_2_Summary_of_Significant_2

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Cash and Cash Equivalents	'
	Cash and cash equivalents

	The Company considers all highly liquid instruments with original maturity of less than 90 days to be cash equivalents.

Note_2_Summary_of_Significant_3

Note 2 - Summary of Significant Accounting Policies: Exploration Stage Enterprise (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Exploration Stage Enterprise	'
	Exploration Stage Enterprise

	The Company has been devoting most of its efforts to exploring for and developing its oil and gas assets and, consequently, meets the definition of An Exploration Stage Enterprise, under the Accounting Standards Codification “Accounting and Reporting for Development Stage Enterprises.” Certain additional financial information is required to be included in the financial statements for the period from inception of the Company to the current balance sheet date.

Note_2_Summary_of_Significant_4

Note 2 - Summary of Significant Accounting Policies: Furniture, Fixtures & Equipment (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Furniture, Fixtures & Equipment	'
	Furniture, Fixtures & Equipment

	Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows:

	Office furniture and equipment	7 years

	Normal maintenance and repairs for property and equipment are charged to expense as incurred, while significant improvements are capitalized.

Note_2_Summary_of_Significant_5

Note 2 - Summary of Significant Accounting Policies: Oil and Gas Properties (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Oil and Gas Properties	'
	Oil and Gas Properties

	The Company follows the full cost method of accounting for oil and natural gas operations. Under this method all productive and nonproductive costs incurred in connection with the acquisition, exploration, and development of oil and natural gas reserves are capitalized on a country-by-country basis into an individual country “cost pool.” The Company has operations in the United States and, consequently, only has one cost pool. No gains or losses are recognized upon the sale or other disposition of oil and natural gas properties except in transactions that would significantly alter the relationship between capitalized costs and proved reserves. The costs of unevaluated oil and natural gas properties are excluded from the amortizable base until the time that either proven reserves are found or it has been determined that such properties are impaired. As properties become evaluated, the related costs are transferred to the proved oil and natural gas properties cost pool using full cost accounting.

	Under the full cost method the net book value of oil and natural gas properties, less related deferred income taxes, may not exceed the estimated after-tax future net revenues from proved oil and natural gas properties, discounted at 10% (the “Ceiling Limitation”). In arriving at estimated future net revenues, estimated lease operating expenses, development costs, and certain production-related and ad valorem taxes are deducted. In calculating future net revenues, prices and costs are held constant indefinitely, except for changes that are fixed and determinable by existing contracts. Prices are determined using a simple arithmetic average of the first day of each month during the most recent twelve month period presented herein. The net book value is compared to the Ceiling Limitation on a quarterly and yearly basis. The excess, if any, of the net book value above the Ceiling Limitation is charged to expense in the period in which it occurs and is not subsequently reinstated.

	Unit-of-production depletion is applied to capitalized costs of the full cost pool. Unit-of-production rates are based on the amount of proved reserves (both developed and undeveloped) of oil, gas and other minerals that are estimated to be recoverable from existing facilities using current operating methods.

	The costs of investments in unproved properties and portions of costs associated with major development projects are excluded from the depreciation, depletion and amortization calculation until the project is evaluated.

	Unproved property costs include leasehold costs, seismic costs and other costs incurred during the exploration phase. In areas where proved reserves are established, significant unproved properties are evaluated periodically, but not less than annually, for impairment. If a reduction in value has occurred, these property costs are considered impaired and are transferred to the related full cost pool. Unproved properties whose acquisition costs are not individually significant are aggregated, and the portion of such costs estimated to be ultimately nonproductive, based on experience, and is amortized to the full cost pool over an average holding period.

Note_2_Summary_of_Significant_6

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Use of Estimates	'
	Use of Estimates

	The preparation of the Company’s financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management believes that the following material estimates affecting the financial statements could significantly change in the coming year.

	The most significant estimates pertain to proven oil and natural gas reserves and related cash flow estimates used in impairment tests of long-lived assets, estimates of future development, dismantlement and abandonment costs. Certain of these estimates require assumptions regarding future costs and expenses and future production rates. Actual results could differ from those estimates.

	The Company’s revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which are dependent upon numerous factors beyond their control such as economic, political and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the future. A substantial or extended decline in oil and natural gas prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

	Estimates of oil and natural gas reserves and their values, future production rates and future costs and expenses are inherently uncertain for numerous reasons, including many factors beyond the Company’s control. Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretation and judgment. In addition, estimates of reserves may be revised based on actual production, results of subsequent exploration and development activities, prevailing commodity prices, operating cost and other factors. These revisions may be material and could materially affect future depletion, depreciation and amortization expense, dismantlement and abandonment costs, and impairment expense.

Note_2_Summary_of_Significant_7

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Revenue Recognition	'
	Revenue Recognition

	Revenues are recognized when hydrocarbons have been delivered, the customer has taken title and payment is reasonably assured.

Note_2_Summary_of_Significant_8

Note 2 - Summary of Significant Accounting Policies: Asset Retirement Obligations (Policies)	3 Months Ended
	Mar. 31, 2014
Policies	'
Asset Retirement Obligations	'
	Asset Retirement Obligations

	The Company provides for future asset retirement obligations on its resource properties and facilities based on estimates established by current legislation and industry practices. The asset retirement obligation is initially measured at fair value and capitalized as an asset retirement cost that is amortized on a straight line 15 year basis. The obligation is accreted through interest expense until it is expensed and or settled. The fair value of the obligation is estimated based on recent operations in the area and is then accreted using an expected inflation rate for oil field service costs. The Company recognizes revisions to either the timing or amount of the original estimate as increases or decreases to the asset retirement obligation.

	The significant assumptions used to develop the expected liability during the period are as follows:

	Average cost to remediate individual well sites: $4,000 to $7,000 (net to our interest)
	Average gross salvage value expected from individual well sites remediated: $0 (net)
	Expected inflation rate for oil field service costs: 5%
	Risk weighted cost of credit: 8%
	Average time to abandonment: 20 years

	Actual retirement costs will be recorded against the obligation when incurred. Any difference between the recorded asset retirement obligation and the actual retirement costs incurred is recorded as a gain or loss in the settlement period.


	Beginning balance, December 31, 2013	$	2,683,807
	Liabilities incurred		-
	Liabilities Settled		2,410,807
	Accretion expense		-
	Balance at March 31, 2014	$	273,000

Note_2_Summary_of_Significant_9

Note 2 - Summary of Significant Accounting Policies: Fair Value (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Fair Value

Level 1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

Level 3 - Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

Fair

Level 1

Level 2

Level 3

Value

Asset retirement obligation

273,000

Recovered_Sheet1

Note 2 - Summary of Significant Accounting Policies: Asset Retirement Obligations: Schedule of Change in Asset Retirement Obligation (Tables)	3 Months Ended
	Mar. 31, 2014
Tables/Schedules	'
Schedule of Change in Asset Retirement Obligation	'

	Beginning balance, December 31, 2013	$	2,683,807
	Liabilities incurred		-
	Liabilities Settled		2,410,807
	Accretion expense		-
	Balance at March 31, 2014	$	273,000

Recovered_Sheet2

Note 2 - Summary of Significant Accounting Policies: Fair Value: Schedule of Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2014

Tables/Schedules

Schedule of Asset Retirement Obligations

Fair

Level 1

Level 2

Level 3

Value

Asset retirement obligation

273,000

Note_3_Sale_of_Oil_and_Gas_Lea1

Note 3 - Sale of Oil and Gas Leasehold Interest: Schedule of Assets and Liabilities Held for Sale (Tables)	3 Months Ended
	Mar. 31, 2014
Tables/Schedules	'
Schedule of Assets and Liabilities Held for Sale	'

		2013
	ASSETS HELD FOR SALE
	Proved oil and gas property		15,888,126
	Unproved oil and gas property		1,862,117
	Accumulated depletion and impairment		-10,657,849
	Net oil and gas properties		7,092,394

	Well Equipment		668,349
	Accumulated depreciation		-170,391
	Net property, plant and equipment		497,958

	Total assets held for sale		7,590,352

	LIABILITIES HELD FOR SALE
	Operator Payable		486,088
	Eagle Ford asset purchase payable		190,000
	Due to the Caltex bankruptcy estate		123,202
	Current liabilities held for sale		799,290

	Due to the Caltex bankruptcy estate		834,054
	Asset retirement obligations		2,683,807
	Non-current liabilities held for sale		3,517,861

Note_4_Oil_and_Gas_Properties_

Note 4 - Oil and Gas Properties: Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities (Tables)	3 Months Ended
	Mar. 31, 2014
Tables/Schedules	'
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities	'

		March 31,		31-Dec-13
		2014		31-Dec-13

	Proved properties	$	1,571,000	$	-
	Accumulated depletion, depreciation and impairment		-1,458		-
	Proved property, net		1,569,542		-
	Unproved property		1,975,197		-
	Total oil and gas property, net	$	3,544,739	$	-

Note_5_Furniture_Fixtures_and_1

Note 5 - Furniture, Fixtures and Equipment: Property, Plant and Equipment (Tables)	3 Months Ended
	Mar. 31, 2014
Tables/Schedules	'
Property, Plant and Equipment	'

		31-Mar-14		31-Dec-13

	Office furniture and equipment	$	14,939	$	14,939
	Accumulated depreciation		-787		-
		$	14,152	$	14,939

Recovered_Sheet3

Note 2 - Summary of Significant Accounting Policies: Asset Retirement Obligations: Schedule of Change in Asset Retirement Obligation (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Details	'	'
Asset Retirement Obligation, Current	$273,000	$2,683,807
Asset Retirement Obligation, Liabilities Settled	$2,410,807	'

Recovered_Sheet4

Note 2 - Summary of Significant Accounting Policies: Fair Value: Schedule of Asset Retirement Obligations (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Asset retirement obligation	$273,000	'	[1]
Fair Value	'	'
Asset retirement obligation	273,000	'
Level 3	'	'
Asset retirement obligation	$273,000	'

[1]	Derived from audited information

Note_3_Sale_of_Oil_and_Gas_Lea2

Note 3 - Sale of Oil and Gas Leasehold Interest: Schedule of Assets and Liabilities Held for Sale (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Details	'	'
Proved Oil and Gas Property Full Cost Method Gross	'	$15,888,126
Unproved Oil and Gas Property Full Cost Method Gross	'	1,862,117
Oil and Gas Property Full Cost Method Accumulated Depletion and Impairment	'	-10,657,849
Oil And Gas Property Full Cost Method Net	'	7,092,394
Property, Plant and Equipment, Other, Gross	'	668,349
Property, Plant and Equipment, Other, Accumulated Depreciation	-787	-170,391
Property, Plant and Equipment, Other, Net	'	497,958
Assets Held For Sale Oher Noncurrent	'	7,590,352
Operator Payable	'	486,088
Asset Purchase Payable	'	190,000
Due to Bankruptcy Estate Current	'	123,202
Liabilities Held For Sale Current	'	799,290
Due to Bankruptcy Estate Noncurrent	'	834,054
Asset Retirement Obligations, Noncurrent	'	2,683,807
Liabilities Held for Sale NonCurrent	'	$3,517,861

Note_4_Oil_and_Gas_Properties_1

Note 4 - Oil and Gas Properties: Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities (Details) (USD $)	Mar. 31, 2014
Details	'
Proved Oil and Gas Property, Successful Effort Method	$1,571,000
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	-1,458
Proved Property, net	1,569,542
Unproved Property, net	1,975,197
Total Oil and Gas Property, net	$3,544,739

Note_5_Furniture_Fixtures_and_2

Note 5 - Furniture, Fixtures and Equipment: Property, Plant and Equipment (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Details	'	'
Office Furniture and Equipment	$14,939	$14,939
Property, Plant and Equipment, Other, Accumulated Depreciation	($787)	($170,391)

Note_5_Furniture_Fixtures_and_3

Note 5 - Furniture, Fixtures and Equipment (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Details	'	'
Depletion of Oil and Gas Properties	$787	'
Depreciation	'	$23,871

Note_6_Notes_and_Advances_Paya1

Note 6 - Notes and Advances Payable (Details) (USD $)

3 Months Ended

43 Months Ended

3 Months Ended

12 Months Ended

1 Months Ended

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Dec. 31, 2012

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2011

Feb. 24, 2012

21-May-12

Apr. 30, 2012

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Aug. 01, 2013

Mar. 31, 2014

Unsecured Promissory Note

Loan Agreements

Unaffiliated Entities

Pan American Oil Company LLC

Two Promissory Note

Sale Of Promissory Note 1

Sale of Promissory Note 3

UnrelatedThirdPartyMember

HIITechnologiesMember

Unrelated Third Party2

Bridge Loan

$1,900,000

$600,000

$1,300,000

Debt Instrument, Interest Rate, Stated Percentage

10.00%

6.00%

8.00%

6.00%

3.00%

6.00%

Short-term Debt

350,000

Advances Received From Related Party

90,000

Advances payable, related party

90,704

[1]

2,902,600

Long-term Debt, Gross

2,500,000

300,000

750,000

1,635,000

Debt Instrument, Convertible, Stock Price Trigger

$2.50

Interest expense

-205,481

-194,435

-1,586,218

30,000

Debt Instrument, Maturity Date

31-Dec-12

30-Apr-17

31-Dec-13

Debt Instrument, Convertible, Conversion Price

$0.75

Debt Instrument, Unamortized Discount

150,000

Amortization of Debt Discount (Premium)

87,651

Proceeds Raised in Debt or Equity

1,500,000

Borrowed Funds

89,000

1,267,600

Business Acquisition Intent For Debt Description

'In January 2013, the Company and 0947388 BC Ltd. (“094”) entered into a letter of intent for 094 to farm into the Edwards formation assets acquired through its acquisition of Pan American Oil Company, LLC and Numa Luling, LLC and also the 80% interest in certain leasehold interests acquired from Eagle Ford Oil Co., Inc. The Company and 094 were unable to successfully negotiate a farm-in by 094. At the time of entering the letter of intent, 094 paid a deposit of $300,000. That deposit remains outstanding as of March 31, 2014 and is included in short term notes payable.

Promissory Note Issued

110,000

Promissory Note Issued

$290,000

$37,000

[1]

Derived from audited information

Note_7_Preferred_Stock_Details

Note 7 - Preferred Stock (Details) (USD $)	1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2014	Dec. 31, 2012	Jul. 30, 2012	Dec. 31, 2012
	Series A Preferred Stock	Series A Preferred Stock	Series B	Series C	Series C
Stock Issued During Period, Shares, Acquisitions	'	5,500,000	3,250,000	'	'
Share Price	$1	$1	$1	$1	'
Preferred Stock, Dividend Rate, Percentage	'	3.00%	'	5.00%	'
Common Stock, Conversion Basis	'	'In addition, should the common stock of the Company trade in any over the counter market above $1.75 per share for a period of at least 30 consecutive trading days, the Company have an initial public offering of any class of securities in which gross proceeds are in excess of $50 million or consummate a merger in which the existing Company shareholders obtain less than 50% of the voting control of the combined entity,	'	'	'
Preferred Stock Dividends, Income Statement Impact	$350,625	'	'	'	'
Convertible Preferred Stock, Shares Issued upon Conversion	'	'	1.33	'	'
Preferred Stock Conversion Terms Minimum Trading Price	'	'	$1.75	$1.75	'
Preferred Stock Conversion Terms Minimum Proceeds From Initial Public Offering	'	'	50,000,000	50,000,000	'
Redeemable Convertible Preferred Stock, Shares Authorized	'	'	'	12,000,000	'
Redeemable Convertible Preferred Stock, Redemption Price Per Share	'	'	'	$0.00	'
Proceeds from Issuance Initial Public Offering	'	'	'	'	$492,000
Stock Issued During Period, Shares, New Issues	'	'	'	'	492,000

Note_8_Common_Stock_Details

Note 8 - Common Stock (Details) (USD $)	1 Months Ended
Note 8 - Common Stock (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	30-May-12	Dec. 16, 2011
Details	'	'	'	'
Common Stock, Shares Authorized	120,000,000	120,000,000	'	120,000,000
Common Stock, Par Value	$0.00	$0.00	'	$0.00
Percentage Of Common Stock Outstanding	'	'	15.00%	'
Allocated Share-based Compensation Expense	$36,500	'	'	'

Note_11_Subsequent_Events_Deta

Note 11 - Subsequent Events (Details) (USD $)	3 Months Ended
Note 11 - Subsequent Events (Details) (USD $)	Mar. 31, 2014
Details	'
Proceeds from Notes Payable	$89,000
Shareholder Advance	$27,000