Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Jun. 06, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Black Stallion Oil & Gas Inc. | |
Entity Central Index Key | 1,542,335 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,638,090 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 237 | $ 216 |
Prepaid expenses | 157,376 | 2,458 |
Loan to related party | 13,662 | 26,168 |
Total current assets | 171,275 | 28,842 |
Working interest in oil and gas leases | 850,000 | 850,000 |
Intangible assets, net | 2,896 | 3,475 |
TOTAL ASSETS | 1,024,171 | 882,317 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 68,268 | $ 12,855 |
Convertible notes payable, net | 48,148 | |
Accrued interest | 1,595 | |
Total Liabilities | 118,011 | $ 12,855 |
Stockholders' Equity | ||
Common stock, $0.0001 par value; 6,000,000,000 shares authorized; 45,638,090 shares issued and outstanding at March 31, 2016 and at December 31, 2015 | 4,564 | 4,564 |
Additional paid-in capital | 1,310,297 | 1,117,115 |
Common stock subscribed but unissued | 106,090 | 150,000 |
Accumulated deficit | (514,791) | (402,217) |
Total Stockholder's Equity | 906,160 | 869,462 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,024,171 | $ 882,317 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, issued | 45,638,090 | 45,638,090 |
Common stock, outstanding | 45,638,090 | 45,638,090 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statements Of Operations | ||
Revenue | ||
General and administrative expenses : | ||
Amortization | $ 579 | $ 579 |
Consulting | 1,000 | $ 10,000 |
Contractors | 54,262 | |
Filing | 2,325 | $ 338 |
Finder's fee | 17,500 | |
Other costs | 683 | $ 1,186 |
Professional fees | ||
Accounting | 500 | 500 |
Auditor's fees | 6,000 | 6,000 |
Legal fees | 3,769 | 1,762 |
Rental expense | 1,941 | 3,687 |
Total operating expenses | (88,559) | (24,052) |
Loss from operations | (88,559) | $ (24,052) |
Interest expense | (17,925) | |
Net loss | $ (106,484) | $ (24,052) |
Net loss per common share - basic and diluted: | ||
Net loss per share attributable to common stockholders | ||
Weighted-average number of common shares outstanding | 45,638,090 | 43,872,000 |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (106,484) | $ (24,052) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Amortization expense | 579 | $ 579 |
Contractors | 54,262 | |
Interest on convertible notes | 1,595 | |
Interest accretion of convertible notes | 16,330 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (180,000) | |
Loan to related party | 12,506 | $ (1,975) |
Accounts payable and accrued liabilities | 26,233 | 2,137 |
Net cash used in operating activities | $ (174,979) | $ (23,311) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes | $ 175,000 | |
Net cash provided by financing activities | 175,000 | |
Movement in cash and cash equivalents | 21 | $ (23,311) |
Cash and cash equivalents at beginning of the period | 216 | 24,110 |
Cash and cash equivalents at end of the period | $ 237 | $ 799 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Nature Of Business And Basis Of Presentation | |
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION | Black Stallion Oil & Gas Inc, a Delaware corporation (the "Company") is an oil and gas exploration company. As of March 31, 2016, the Company had no revenues from its oil and gas operations. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). These financial statements are presented in US dollars. Fiscal Year End The Corporation has adopted a fiscal year end of December 31. Unaudited Interim Financial Statements The accompanying unaudited interim financial statements of Black Stallion Oil & Gas Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals necessary for a fair statement of financial position, results of operations and cash flows, have been included. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the year ending December 31, 2016 or for any other subsequent interim period. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of unproved oil and gas properties, deferred tax assets, asset retirement obligations and legal contingencies. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, and energy markets have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2016 the Company has accumulated losses from operations of $514,791 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2016. To carry out further planned operations, the Company must raise additional funds through additional equity and/or debt issuances. There can be no assurance that this capital will be available, and if it is not, the Company may be forced to curtail or cease exploration and development activities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Oil and natural gas properties The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. The Company's oil and gas property represents an investment in unproved properties. These costs are excluded from the amortized cost pool until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is charged to expense since a reserve base has not yet been established. Impairment requiring a charge to expense may be indicated through evaluation of drilling results, relinquishing drilling rights or other information. Currently, the Company has no economically recoverable reserves and no amortization base. The Company's unproved oil and gas properties consist of capitalized exploration costs of $850,000 as of March 31, 2016. Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the "Ceiling Test"). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the "Ceiling", this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements pursuant to SAB 103), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized (pursuant to Reg. S-X Rule 4-10 (c)(3)(ii)); plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Prepaid Expenses Prepaid contracting expenses represents amounts paid in advance for future contractual benefits to be received. Contracting expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations over the life of the contract using the straight-line method. On February 9, 2016 , the Company entered into a 5 year contracting arrangement with an unrelated party for contracting services related to expertise in the petroleum industry. As compensation for contractor services the Company will pay the contractor fees of $180,000 annually in advance. On February 9, 2016 , the Company entered into a 12 month contracting arrangement with a related party. As compensation for services the Company will pay the contractor fees of $2,500 a month, payable $900 in cash and $1,600 with common stock of the company valued at 50% of market at the date of conversion. The contractor is also entitled to cash compensation of $25,000 upon signing. Intellectual Properties The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. Accounts payable and accrued liabilities Accounts payable and accrued liabilities are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Earnings per share Our company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. In periods of losses, basic and diluted loss per share are the same, as the effect of stock warrants and convertible debt on loss per share is anti-dilutive. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive potential shares consist of dilutive shares issuable upon the exercise of outstanding stock warrants using the treasury-stock method and convertible debt computed using as-if converted method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Income taxes Income taxes are accounted for in accordance with ASC Topic 740, "Income Taxes." Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Recent Accounting Pronouncements Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company's financial condition. |
WORKING INTEREST IN OIL AND GAS
WORKING INTEREST IN OIL AND GAS LEASES | 3 Months Ended |
Mar. 31, 2016 | |
Working Interest In Oil And Gas Leases | |
NOTE 3 - WORKING INTEREST IN OIL AND GAS LEASES | On February 23, 2014 the Company entered into a Lease Assignment Agreement with West Bakken Energy Holdings Ltd to acquire from an unaffiliated oil and gas company, an undivided 100% interests (a 50% working interest) in certain oil and gas properties, comprising approximately 12,233,93 acres of land located in Montana, United States. - As consideration, the Company has agreed to issue 1,100,000 shares of common stock to West Bakken Energy Holdings Ltd at a purchase price of $0.50 per share of common stock, a total of $550,000. The shares were issued to West Bakken Energy Holdings Ltd on August 19, 2015. On October 2, 2015 the Company entered into a Lease Assignment Agreement with Hillcrest Exploration Ltd to acquire from an unaffiliated oil and gas company, the remaining 50% working interest in certain oil and gas properties, comprising approximately 12,233.93 acres of land located in Montana, United States. - As consideration, the Company agreed to issue 500,000 shares of common stock to Hillcrest Exploration Ltd at a purchase price of $1 per share and $50,000 cash for total proceeds of $550,000. - Of the total consideration, $50,000 cash and 250,000 common shares were paid on the date of closing which occurred on October 27, 2015. The remaining 250,000 common shares are contingent and are to be paid on the date that Black Stallion spuds its first oil well on the property. Due to the uncertain nature of oil drilling, management is unable to state that this event is more likely that not to occur. Therefore the total cost capitalized and payable is excluding this amount and will be reassessed at a future date. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2016 | |
Intangible Assets Net | |
NOTE 4 - INTANGIBLE ASSETS, NET | March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in Years) $ $ $ Intellectual property - website 6,950 (4,054 ) 2,896 3 Total finite-lived intangible assets 6,950 (4,054 ) 2,896 Intangible assets consist of capitalized website development costs. Development costs of $3,475 relating to website creation, development and launch have been capitalized. The website entered its operating stage during July 2014. Amortization expenses of $579 has been expensed during the period ended March 31, 2016. The following table reflects the estimated future amortization expense for the Company's finite-lived website development costs as of March 31, 2016: Estimated Amortization Expense $ 2016 (remainder) 1,791 2017 1,105 Total 2,896 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable Net | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE, NET | Convertible notes payable consisted of the following: March 31, December 31 2016 2015 Description $ $ On February 5, 2016, the Company executed a convertible note payable in the amount of $100,000 payable on February 5, 2017 bearing interest at 8% per annum. This note is convertible into the Company's common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Company's common stock during the 15 consecutive trading days prior to the date of conversion. 100,000 - On March 7, 2016, the Company executed a convertible note payable in the amount of $75,000 payable on March 7, 2017 bearing interest at 8% per annum. This note is convertible into the Company's common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Company's common stock during the 15 consecutive trading days prior to the date of conversion. 75,000 - Total 175,000 - Less: Debt discount (126,852 ) - Total convertible notes payable 48,148 - |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Deficit | |
NOTE 6 - STOCKHOLDER'S EQUITY | Common Stock On September 30, 2011, the Company issued 132,000,000 shares of common stock to the directors of the Company at a price of $0.00017 per share, for $22,000. On September 10, 2012, the Company issued 19,872,000 free trading shares of common stock at $0.0025 per share to a total of 46 stockholders for consideration of $49,680. On September 9, 2013, the Director then approved a sixty new, for one old share in a forward split of the Company's outstanding shares of common stock. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. On September 9, 2013, the Company entered into a share cancellation/return to treasury agreement with Mr. George Drazenovic, the Company's president; wherein Mr. Drazenovic agreed to the cancellation and return to treasury of 108,000,000 shares of common stock of our company for $1. On September 27, 2014, the Company initiated a private placement for the sale of 300,000 units at $0.5 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant have an exercise price of $1 per share and expire on January 1, 2017. On July 22, 2015, the Company initiated a private placement for the sale of 50,000 units at $1 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant have an exercise price of $1.50 per share and expire on January 1, 2017. On August 13, 2015, the Company initiated a private placement for the sale of 27,027 units at $1.85 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant have an exercise price of $2.00 per share and expire on January 1, 2017. On September 1, 2015, the Company initiated a private placement for the sale of 39,063 units at $1.28 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant have an exercise price of $1.50 per share and expire on January 1, 2017. On October 1, 2015, the Company initiated a private placement for the sale of 103,000 units at $1.03 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant have an exercise price of $1.50 per share and expire on January 1, 2017. On October 15, 2015, the Company initiated a private placement for the sale of 250,000 units at $1 per unit. Each unit comprised of 1 share of common stock with no warrants attached. Treasury Stock Retirement of Treasury Stock On September 9, 2013, the Company retired 108,000,000 shares of common stock. These retired shares are now included in the Company's pool of authorized but unissued shares. Warrants The Company has reserved 519,090 shares of common stock as of March 31, 2016 for the exercise of warrants to non-employees, of which 519,090 are exercisable. These warrants could potentially dilute basic earnings per share in future years. The warrants exercise prices and expiration dates are as follows: Exercise Price Number of Shares Expiration Date $ To investors 1.5 103,000 January 1, 2017 1 300,000 January 1, 2017 1.5 39,063 January 1, 2017 2 27,027 January 1, 2017 1.5 50,000 January 1, 2017 519,090 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
NOTE 7 - INCOME TAXES | The provision (benefit) for income taxes for the periods ended March 31, 2016 and 2015 were as follows (assuming a 15% effective tax rate): March 31 March 31 2016 2015 $ $ Current Tax Provision Federal- Taxable income Total current tax provision - - - - Deferred Tax Provision Federal- Loss carry forwards 15,973 3,608 Change in valuation allowance (15,793 ) (3,608 ) Total deferred tax provision - - The Company had deferred income tax assets as of March 31, 2016 and December 31, 2015 as follows: Loss carry forwards 60,104 44,131 Less - Valuation allowance (60,104 ) (44,131 ) - - The Company provided a valuation allowance equal to the deferred income tax assets for periods ended March 31, 2016 and December 31, 2015 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry forwards. As of March 31, 2016, the Company had approximately $514,791 in tax loss carry forwards that can be utilized future periods to reduce taxable income, and expire by the year 2036. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions | |
NOTE 8 - RELATED PARTY TRANSACTIONS | Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged. The following entities have been identified as related parties: Ira Morris - Director and president George Drazenovic - Greater than 10% stockholder March 31 December 31 2016 2015 $ $ The following transactions were carried out with related parties: Balance sheets: Loan to related party 13,662 26,168 From time to time, the president and a stockholder of the Company provides advances/withdrawals to/from the Company for its working capital purposes. The loan is unsecured interest free and has no set terms of repayment. Accrued liability - contractors (26,180 ) - The Company entered into a 12 month contract agreement with the director more fully described in (note 2 Prepaid expenses). Income Statement: Contractors (29,180 ) - The Company entered into a 12 month contract agreement with the director more fully described in (note 2 Prepaid expenses). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events | |
NOTE 9 - SUBSEQUENT EVENTS | In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of unproved oil and gas properties, deferred tax assets, asset retirement obligations and legal contingencies. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, and energy markets have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Going concern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2016 the Company has accumulated losses from operations of $514,791 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2016. To carry out further planned operations, the Company must raise additional funds through additional equity and/or debt issuances. There can be no assurance that this capital will be available, and if it is not, the Company may be forced to curtail or cease exploration and development activities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Oil and natural gas properties | The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. The Company's oil and gas property represents an investment in unproved properties. These costs are excluded from the amortized cost pool until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is charged to expense since a reserve base has not yet been established. Impairment requiring a charge to expense may be indicated through evaluation of drilling results, relinquishing drilling rights or other information. Currently, the Company has no economically recoverable reserves and no amortization base. The Company's unproved oil and gas properties consist of capitalized exploration costs of $850,000 as of March 31, 2016. |
Limitation on Capitalized Costs | Under the full-cost method of accounting, we are required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the "Ceiling Test"). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the "Ceiling", this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements pursuant to SAB 103), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized (pursuant to Reg. S-X Rule 4-10 (c)(3)(ii)); plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. |
Cash and cash equivalents | Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. |
Prepaid Expenses | Prepaid contracting expenses represents amounts paid in advance for future contractual benefits to be received. Contracting expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations over the life of the contract using the straight-line method. On February 9, 2016 , the Company entered into a 5 year contracting arrangement with an unrelated party for contracting services related to expertise in the petroleum industry. As compensation for contractor services the Company will pay the contractor fees of $180,000 annually in advance. On February 9, 2016 , the Company entered into a 12 month contracting arrangement with a related party. As compensation for services the Company will pay the contractor fees of $2,500 a month, payable $900 in cash and $1,600 with common stock of the company valued at 50% of market at the date of conversion. The contractor is also entitled to cash compensation of $25,000 upon signing. |
Intellectual Properties | The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Earnings per share | Our company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. In periods of losses, basic and diluted loss per share are the same, as the effect of stock warrants and convertible debt on loss per share is anti-dilutive. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive potential shares consist of dilutive shares issuable upon the exercise of outstanding stock warrants using the treasury-stock method and convertible debt computed using as-if converted method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. |
Income taxes | Income taxes are accounted for in accordance with ASC Topic 740, "Income Taxes." Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Recent Accounting Pronouncements | Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company's financial condition. |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Intangible Assets Net Tables | |
Intangible assets | March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in Years) $ $ $ Intellectual property - website 6,950 (4,054 ) 2,896 3 Total finite-lived intangible assets 6,950 (4,054 ) 2,896 |
Future amortization expense | Estimated Amortization Expense $ 2016 (remainder) 1,791 2017 1,105 Total 2,896 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable Net Tables | |
Convertible notes payable | March 31, December 31 2016 2015 Description $ $ On February 5, 2016, the Company executed a convertible note payable in the amount of $100,000 payable on February 5, 2017 bearing interest at 8% per annum. This note is convertible into the Company's common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Company's common stock during the 15 consecutive trading days prior to the date of conversion. 100,000 - On March 7, 2016, the Company executed a convertible note payable in the amount of $75,000 payable on March 7, 2017 bearing interest at 8% per annum. This note is convertible into the Company's common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Company's common stock during the 15 consecutive trading days prior to the date of conversion. 75,000 - Total 175,000 - Less: Debt discount (126,852 ) - Total convertible notes payable 48,148 - |
STOCKHOLDER'S EQUITY (Tables)
STOCKHOLDER'S EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Deficit | |
Summary of warrant activity | Exercise Price Number of Shares Expiration Date $ To investors 1.5 103,000 January 1, 2017 1 300,000 January 1, 2017 1.5 39,063 January 1, 2017 2 27,027 January 1, 2017 1.5 50,000 January 1, 2017 519,090 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes Tables | |
Provision (benefit) for income taxes | March 31 March 31 2016 2015 $ $ Current Tax Provision Federal- Taxable income Total current tax provision - - - - Deferred Tax Provision Federal- Loss carry forwards 15,973 3,608 Change in valuation allowance (15,793 ) (3,608 ) Total deferred tax provision - - |
Company had deferred income tax assets | The Company had deferred income tax assets as of March 31, 2016 and December 31, 2015 as follows: Loss carry forwards 60,104 44,131 Less - Valuation allowance (60,104 ) (44,131 - - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions Tables | |
Schedule of transactions between the Company and related parties | March 31 December 31 2016 2015 $ $ The following transactions were carried out with related parties: Balance sheets: Loan to related party 13,662 26,168 From time to time, the president and a stockholder of the Company provides advances/withdrawals to/from the Company for its working capital purposes. The loan is unsecured interest free and has no set terms of repayment. Accrued liability - contractors (26,180 ) - The Company entered into a 12 month contract agreement with the director more fully described in (note 2 Prepaid expenses). Income Statement: Contractors (29,180 ) - The Company entered into a 12 month contract agreement with the director more fully described in (note 2 Prepaid expenses). |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Summary Of Significant Accounting Policies Details Narrative | ||
Accumulated deficit | $ (514,791) | $ (402,217) |
Working interest in oil and gas leases | $ 850,000 | $ 850,000 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Gross Carrying Amount | $ 6,950 |
Accumulated Amortization | (4,054) |
Net Carrying Amount | 2,896 |
Intellectual Property website [Member] | |
Gross Carrying Amount | 6,950 |
Accumulated Amortization | (4,054) |
Net Carrying Amount | $ 2,896 |
Weighted Average Useful Life | 3 years |
INTANGIBLE ASSETS, NET (Detai23
INTANGIBLE ASSETS, NET (Details 1) | Mar. 31, 2016USD ($) |
Intangible Assets Net | |
2016 (remainder) | $ 1,791 |
2,017 | 1,105 |
Total | $ 2,896 |
INTANGIBLE ASSETS, NET (Detai24
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intangible Assets Net Details Narrative | ||
Amortization expenses | $ 579 | $ 579 |
CONVERTIBLE NOTES PAYABLE, NE25
CONVERTIBLE NOTES PAYABLE, NET (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Total | $ 175,000 | |
Less: Debt discount | (126,852) | |
Total convertible notes payable | 48,148 | |
On February 5, 2016 [Member] | ||
Total | 100,000 | |
On March 7, 2016 [Member] | ||
Total | $ 75,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Number of Shares | 519,090 |
Investor [Member] | |
Exercise Price | $ / shares | $ 1.5 |
Number of Shares | 103,000 |
Expiration Date | Jan. 1, 2017 |
Investor One [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Shares | 300,000 |
Expiration Date | Jan. 1, 2017 |
Investor Two [Member] | |
Exercise Price | $ / shares | $ 1.5 |
Number of Shares | 39,063 |
Expiration Date | Jan. 1, 2017 |
Investor Three [Member] | |
Exercise Price | $ / shares | $ 2 |
Number of Shares | 27,027 |
Expiration Date | Jan. 1, 2017 |
Investor Four [Member] | |
Exercise Price | $ / shares | $ 1.5 |
Number of Shares | 50,000 |
Expiration Date | Jan. 1, 2017 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) | Mar. 31, 2016shares |
Stockholders Deficit Details Narrative | |
Common stock | 519,090 |
Exercisable shares | 519,090 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Current Tax Provision Federal | ||
Taxable income | ||
Total current tax provision | ||
Deferred Tax Provision Federal | ||
Loss carry forwards | $ 15,973 | $ 3,608 |
Change in valuation allowance | $ (15,973) | $ (3,608) |
Total deferred tax provision |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Components of deferred tax assets: | ||
Loss carry forwards | $ 60,104 | $ 44,131 |
Less - valuation allowance | $ (60,104) | $ (44,131) |
Deferred tax assets, net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Income Taxes Details Narrative | |
Tax loss carry forwards | $ 514,791 |
Expiry Year | 2,036 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Balance sheets: | ||
Loan to related party | $ 13,662 | $ 26,168 |
Accrued liability - contractors | (26,180) | |
Income Statement: | ||
Contractors | $ (29,180) |