Grey Fox (GFPC) 10-K 30 Jun 15 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2015	Jun. 25, 2015	Sep. 30, 2014
Document and Entity Information:
Entity Registrant Name	Gray Fox Petroleum Corp.
Document Type	10-K
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Entity Central Index Key	1,546,589
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		37,994,889
Entity Public Float			$ 6,880,100
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Sep. 22, 2011

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2015	Mar. 31, 2014
ASSETS
Cash		$ 7,419
Total Current Assets		7,419
Property, plant and equipment (net)	$ 1,848
Total non-current assets	1,848
TOTAL ASSETS	1,848	7,419
CURRENT LIABILITIES
Accounts payable and accrued expenses	147,480	109,004
Accrued expenses, related party	9,306	607
TOTAL CURRENT LIABILITIES	156,786	109,611
SHAREHOLDERS' DEFICIT
Common stock, par value $0.001, authorized 75 million, 37,994,889 and 35,940,000 issued and outstanding at March 31, 2015 and 2014, respectively.	37,995	35,940
Additional paid-in capital	1,770,882	882,937
Common stock payable	637,717	364,386
Deficit accumulated during the exploration phase	(2,601,532)	(1,385,455)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)	(154,938)	(102,192)
LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 1,848	$ 7,419

Balance Sheets Parenthetical

Balance Sheets Parenthetical - $ / shares	Mar. 31, 2015	Mar. 31, 2014
Balance Sheets Parenthetical
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	75,000,000	75,000,000
Common stock shares issued	37,994,889	35,940,000
Common stock shares outstanding	37,994,889	35,940,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statements of Operations
Revenue
Operating expenses:
Lease operating	$ 719
General and administrative	84,180	$ 101,985
Officer salaries	918,331	464,386
Professional fees	159,714	183,493
Depreciation	936
Asset impairments	44,845	602,919
Net operating loss	(1,208,725)	(1,352,783)
Other expense:
Interest expense, related party	7,352	(1,436)
NET LOSS	$ (1,216,077)	$ (1,354,219)
Net loss per share, basic and fully diluted	$ (0.03)	$ (0.03)
Weighted average number of shares outstanding	37,246,505	42,606,219

Statement of Stockholders' Defi

Statement of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid in Capital	Common Stock Payable	Accumulated Deficit	Total
Balance at Mar. 31, 2013	$ 72,160	$ (44,646)		$ (31,236)	$ (3,722)
Balance - shares at Mar. 31, 2013	72,160,000
Related-party forgiveness of debt		8,363			8,363
Cancellation of shares, related party	$ (37,600)	37,600
Cancellation of shares, related party - Shares	(37,600,000)
Common stock sold for cash	$ 1,230	728,770			730,000
Common stock sold for cash - Shares	1,230,000
Common stock issued for property acquisitions	$ 150	152,850			153,000
Common stock issued for property acquisitions - Shares	150,000
Officer stock-based compensation			$ 364,386		364,386
Net loss				(1,354,219)	(1,354,219)
Balance at Mar. 31, 2014	$ 35,940	882,937	364,386	(1,385,455)	(102,192)
Balance - shares at Mar. 31, 2014	35,940,000
Shares issued for cash	$ 1,055	388,945			390,000
Shares issued for cash - Shares	1,054,889
Shares issued for officer stock payable	$ 1,000	499,000	(500,000)
Shares issued for officer stock payable - Shares	1,000,000
Officer stock-based compensation			773,331		773,331
Net loss				(1,216,077)	(1,216,077)
Balance at Mar. 31, 2015	$ 37,995	$ 1,770,882	$ 637,717	$ (2,601,532)	$ (154,938)
Balance - shares at Mar. 31, 2015	37,994,889

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,216,077)	$ (1,354,219)
Adjustments to reconcile net loss with cash used in operations:
Depreciation, depletion and amortization	936
Impairment of oil and gas property	44,845	602,919
Stock-based compensation	773,331	364,386
Change in operating assets and liabilities:
Change in prepaid expenses		4,427
Change in accounts payable and accrued expenses	38,476	108,533
Change in accounts payable, related parties	8,699	607
Net cash used in operating activities	(349,790)	(273,347)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of oil and gas property		(250,370)
Acquisition of property, plant and equipment	(2,784)
Lease and survey costs	(44,845)	(199,549)
Net cash used in investing activities	(47,629)	(449,919)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party note payable		34,435
Principal payments on related-party note payable		(34,197)
Proceeds from the sale of common stock	390,000	730,000
Net cash provided by financing activities	390,000	730,238
Net increase/(decrease) in cash	(7,419)	6,972
Cash at beginning of period	$ 7,419	447
Cash at end of period		7,419
SUPPLEMENTAL DISCLOSURES
Cash paid for interest		$ 1,817
Cash paid for income taxes
ADDITIONAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Shares issued for common stock payable	$ 500,000
Forgiveness of debt, related party		$ 8,363
Shares issued for property acquisitions		153,000
Par value of cancelled shares, related party		$ 37,600

Note 1 - Nature of Business and

Note 1 - Nature of Business and Significant Accounting Policies	12 Months Ended
	Mar. 31, 2015
Notes
Note 1 - Nature of Business and Significant Accounting Policies	Note 1 – Nature of Business and Significant Accounting Policies Nature of Business Gray Fox Petroleum Corp. (formerly Viatech Corp.) (“Gray Fox” or the “Company”) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, the then majority stockholder, Viatcheslav Gelshteyn, entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshteyn sold 7,000,000 shares of common stock, $0.001 par value per share, of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company in consideration of $50,000 in cash from Mr. Pemble. This transaction is referred to as the “Change in Control.” As a result of the Change in Control, Mr. Gelshteyn no longer owns any shares of common stock. In addition, Mr. Gelshteyn resigned from his positions as the sole director and officer of the Company, and Mr. Pemble was appointed as the Company’s sole director and as its Chief Executive Officer, President, Treasurer and Secretary. On June 5, 2013, the board of directors approved the dismissal of Ronald R. Chadwick, P.C. as its independent auditor and appointed M&K CPAS, LLC as its new independent auditor. On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 4,700,000 shares of common stock held by Mr. Pemble. As a result of this redemption, Mr. Pemble’s shareholdings decreased from 7,000,000 shares to 2,300,000 shares, which represented approximately 53% of the total shares then issued and outstanding. On June 18, 2013, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to change its name from “Viatech Corp.” to “Gray Fox Petroleum Corp.” and to conduct an 8:1 forward stock split of the issued and outstanding shares of common stock whereby each outstanding share of common stock would be exchanged for eight new shares of common stock. On June 20, 2013, the Company effected the stock split, which increased the number of issued and outstanding shares of common stock from 4,320,000 shares to 34,560,000 shares. In connection with the Change in Control and the name change, on July 19, 2013, the Company’s ticker symbol on the OTCBB was changed from VTCH to GFOX. As of March 31, 2015, the Company’s administrative offices were located at 3333 Lee Parkway, Suite 600, Dallas, Texas 75219. The Company had one full-time employee, Lawrence Pemble, who served as its sole officer and director. However, as is more thoroughly described in Note 9 to the financial statements, Lawrence Pemble resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. The main administrative offices are therefore in transition as of the date of the filing of this report on Form 10-K. Basis of Presentation The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in U.S. currency have been prepared by the Company pursuant to the rules and regulations of the SEC. The Company has adopted a fiscal year end of March 31. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents on hand for the periods presented herein. Fair Value of Financial Instruments Under FASB ASC 820-10-05, FASB established a framework for measuring fair value in generally accepted accounting principles and expanded disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Start-Up Costs The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Various taxing authorities may periodically audit the Company’s income tax returns. These audits may include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter for which an allowance has been established is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Stock-Based Compensation The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Impairment of Oil and Gas Properties We assess proved crude oil and natural gas properties and other investments for possible impairment whenever events or circumstances indicate that the recorded carrying values of the assets may not be recoverable. We recognize an impairment loss as a result of an event that causes us to consider the possibility that impairment may have occurred and when the estimated undiscounted future cash flows from a property or other investment are less than the carrying value. If impairment is indicated, the carrying values are written down to fair value, which, in the absence of comparable market data, is estimated using a discounted cash flow method. During the year ended March 31, 2015, we impaired the West Ranch Prospect due to the fact that the future cash flows were undeterminable. We therefore charged the $44,845 as an asset impairment. Recently Issued Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists."

Note 2 - Going Concern

Note 2 - Going Concern	12 Months Ended
	Mar. 31, 2015
Notes
Note 2 - Going Concern	Note 2 – Going Concern As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $2,601,532, and used net cash in operating activities of $349,790 during the year ended March 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 - Related Party Transact

Note 3 - Related Party Transactions	12 Months Ended
	Mar. 31, 2015
Notes
Note 3 - Related Party Transactions	Note 3 – Related Party Transactions On May 30, 2014, the Company issued 1,000,000 shares to Lawrence Pemble, our Chief Executive Officer pursuant to his employment agreement with the Company. In addition, for the fiscal years ended March 31, 2015 and 2014, the Company has accrued $552,284 and $364,386, respectively, of costs associated with Mr. Pemble’s stock-based compensation. For the year ended March 31, 2015, we accrued $221,047 of stock-based compensation costs associated with Randall Newton, our former Chief Financial Officer. At March 31, 2015, we also owed $5,000 in unpaid salary to Mr. Newton. During the year ended March 31, 2015, Lawrence Pemble paid $18,286 of expenses on behalf of the company and was reimbursed $14,587. At March 31, 2015, the company owes Mr. Pemble $4,306 as a result of the accumulated excess of expenses paid by Mr. Pemble over expense reimbursements paid.

Note 4 - Oil and Gas Properties

Note 4 - Oil and Gas Properties	12 Months Ended
	Mar. 31, 2015
Notes
Note 4 - Oil and Gas Properties	Note 4 – Oil and Gas Properties On December 2, 2013, the Company completed the acquisition of 22 separate oil and gas leases issued by the BLM pursuant to a Lease Purchase Agreement with FFMJ. The leased land comprises 32,723 acres in the Butte Valley Oil Play Region in North Central Nevada and excludes well or lease bonds in place with the Nevada Division of Minerals and/or the BLM. The expiration dates of the Leases range from March 31, 2016 to July 31, 2017. The Company has a 100% working interest and an 82% net revenue interest in the Leases. The Company also agreed to assume all rental payments due on the Leases starting on July 5, 2013. The aggregate purchase price of the Leases was $250,000. The Company made the final payment of $75,000 into escrow on October 23, 2013 and requested approval from the BLM to the assignment of the Leases from FFMJ to the Company. On December 2, 2013, the Company received confirmation of the BLM’s approval of the assignment of the Leases. At that time, the money was released from escrow and the lease purchase was consummated. The Company’s entry into the Lease Purchase Agreement was previously reported in Item 1.01 of the Current Report on Form 8-K, filed on July 10, 2013. Pursuant to the Lease Purchase Agreement, the Company was responsible for all filing and recording fees for BLM and relevant county recorder offices. The Lease Purchase Agreement also provides that the Company must drill a test well with a surface and bottom hole location on the Leases for the purpose of hydrocarbon exploration and production which must achieve a depth of 6,000 feet, or a depth as otherwise agreed to between the Company and FFMJ. If the Company does not begin drilling with a rig capable of total depth on or before July 5, 2015, the Leases will be reassigned to FFMJ. We recorded the $250,000 cash paid to FFMJ to “Oil and Gas Properties”. In addition to the cash costs paid to acquire the Leases, we also included in the acquisition cost a payment in the amount of $1,870 to the Office of Natural Resources Revenue of the State of Nevada, which represents the state fee for transferring title to the property. Additionally, we capitalized into the purchase price of the Leases $154,500 associated with the issuance of 150,000 shares of common stock to a broker as a finder’s fee (See Note 7). In addition to the costs associated with obtaining the Leases, from August, 2013 through March, 2015, we incurred or paid $264,645 in geological, geophysical costs and lease rentals. As is more thoroughly described in Note 9, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Because of the change in control and new company direction, the new management elected not to renew the oil leases in Nevada. All oil and gas assets have been fully reserved as of March 31, 2015. The amount of the reserve from inception to March 31, 2015 is $669,515.

Note 5 - Fair Value of Financia

Note 5 - Fair Value of Financial Instruments	12 Months Ended
	Mar. 31, 2015
Notes
Note 5 - Fair Value of Financial Instruments	Note 5 – Fair Value of Financial Instruments The Company adopted FASB ASC 820-10 upon inception at September 22, 2011. Under FASB ASC 820-10-5, fair value is defined as 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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2015 and 2014, respectively: Level 1 Level 2 Level 3 MARCH 31, 2015 Assets Cash $ - $ - $ - Total assets - - - Liabilities Notes payable, related party $ $ - $ - Total liabilities - - - MARCH 31, 2014 Assets Cash $ 7,419 $ - $ - Total assets 7,419 - - Liabilities Notes payable, related party $ - $ - $ Total liabilities - - - The fair values of our related party debts are deemed to approximate book value and are considered Level 2 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended March 31, 2015 or 2014.

Note 6 - Stockholders' Equity

Note 6 - Stockholders' Equity	12 Months Ended
	Mar. 31, 2015
Notes
Note 6 - Stockholders' Equity	Note 6 – Stockholders’ Equity The Company has authorized 75,000,000 shares of common stock, $0.001 par value per share. On June 18, 2013, the Company received approval from FINRA to conduct an 8:1 forward stock split of the issued and outstanding shares of common stock whereby each outstanding share of common stock was exchanged for eight new shares of common stock. On June 20, 2013, the Company effected the stock split, which increased the number of issued and outstanding shares of common stock from 4,320,000 shares to 34,560,000 shares. The stock split has been applied retrospectively as presented in these financial statements and all related disclosures. Common Stock Issuances On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 37,600,000 shares of common stock held by Mr. Pemble, as adjusted for the 8:1 forward stock split completed on June 20, 2013. As a result of this redemption, Mr. Pemble’s adjusted shareholdings decreased from 56,000,000 shares to 18,400,000 shares, which represented approximately 53% of the total shares of common stock then issued and outstanding. During the fiscal year ended March 31, 2014, the Company issued 1,230,000 shares to a single investor in a series of transactions for an aggregate of $730,000 in cash. On December 13, 2013, we issued 150,000 shares of common stock to a broker as a finder’s fee in exchange for services associated with our acquisition of the West Ranch Prospect. We valued the shares at their fair values on the grant date and increased the acquisition price and carrying value of the West Ranch Prospect by $153,000. During the year ended March 31, 2015 we issued 1,054,889 to two accredited investors in exchange for $390,000 in cash. On May 30, 2014, we issued 1,000,000 shares to Mr. Pemble pursuant to his employment agreement (see next paragraph). Common Stock Payable On July 8, 2013, the Company entered into an Employment Agreement with Lawrence Pemble regarding his position as President and Chief Executive Officer of the Company. Pursuant to the Employment Agreement, Mr. Pemble was entitled to receive 3,000,000 shares of Common Stock, which was to be issued in increments of 1,000,000 shares on May 31 in 2014, 2015 and 2016. We valued these shares at their fair values on the grant date, and valued the total of the 3,000,000 shares at $1,500,000. We are amortizing the value of these shares at the greater of the amount vesting or straight line (which, in this case, is the same). For the year ended March 31, 2015 and 2014, we have charged general and administrative expenses with $552,284 and 364,386, respectively, associated with Mr. Pemble’s Employment Agreement. The amount accrued but not settled in common stock is included on the balance sheet as Common Stock Payable. On May 30, 2014, we issued the first of three issuances of 1,000,000 shares to Mr. Pemble pursuant to his employment agreement. In so doing, we decreased the stock payable to him by $500,000. On May 29, 2014, the Company entered into an employment agreement with Randall Newton to fulfill the role of its Chief Financial Officer. Pursuant to the agreement, Mr. Newton was entitled to receive up to 1,050,000 shares of common stock. We valued these shares at their fair values on the grant date, and valued the total of the 1,050,000 shares at $974,400. We are amortizing the value of these shares at the greater of the amount vesting or straight line (which, in this case, is the same). For the year ended March 31, 2015, we charged general and administrative expenses with $221,047 associated with Mr. Newton’s Employment Agreement. The amount accrued but not settled in common stock is included on the balance sheet as Common Stock Payable.

Note 7 - Income Taxes

Note 7 - Income Taxes	12 Months Ended
	Mar. 31, 2015
Notes
Note 7 - Income Taxes	Note 7 – Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended March 31, 2015 and 2014, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At March 31, 2015 and 2014, the Company had approximately $1,418,971 and $409,787, respectively, of federal net operating losses. The components of the Company’s deferred tax asset are as follows: March 31, 2015 2014 Net operating loss carry-forwards $ 1,418,971 $ 409,787 Deferred tax asset 496,640 143,425 Valuation allowance (486,640) (143,425) Net deferred tax asset $ - $ - As is more thoroughly described in Note 9, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Because of the change in control described above and in Note 9, Internal Revenue Code Section 382 limits the amount of net operating loss carry-forwards that can be used in periods subsequent to the change in control. Specifically, Section 382(c) limits the carry-forward to zero if the new corporation does not continue the business enterprise of the old corporation. We believe that our new business direction does not satisfy the criteria of continuity of business requirements set forth in IRC 382(c). We have therefore reset the carry-forwards to zero as of April 2, 2015.

Note 8 - Legal Proceedings

Note 8 - Legal Proceedings	12 Months Ended
	Mar. 31, 2015
Notes
Note 8 - Legal Proceedings	Note 8 – Legal Proceedings On March 20, 2015, we were sued in the 157 th Gaffney Cline and Associates, Inc. v .Gray Fox Petroleum Corp. On April 17, 2015, the Harris Country District Court entered a judgment for the Plaintiff in the requested amount of $99,392. On May 14, 2015, the Plaintiff filed an Application for Turnover After Judgment and for Appointment of Receiver (“the Receivership Application”) for the purpose of liquidating certain non-exempt property to satisfy the outstanding judgment. On June 2, 2015, at a court hearing to consider the Receivership Application, the 157 th The Company has made several offers to the Court to pay the outstanding balance, including a convertible promissory note and an amortizing note over a period of approximately two years, all of which have been rejected by the Plaintiff. We are confident that the Court will reject the second Receivership Application and command that the Plaintiff accept one of our outstanding offers.

Note 9 - Subsequent Events

Note 9 - Subsequent Events	12 Months Ended
	Mar. 31, 2015
Notes
Note 9 - Subsequent Events	Note 9 – Subsequent Events On April 2, 2015, Lawrence Pemble sold his control block of 19,400,000, representing approximately 51.1% of the issued and outstanding stock of the Company, to DB Capital Corp. in a private transaction. On that same date, Mr. Pemble resigned as Chairman, President and Chief Executive Officer and Daniel Sobolewski assumed those positions. On April 3, 2015, the Company entered into an Acquisition Agreement and Plan of Merger with DB Capital whereby the 19,400,000 shares of the Company were transferred to Mr. Sobolewski, 70 million shares of DB Capital owned by Mr. Sobolewski, representing approximately 99.2% of that company, and substantially all of DB Capital’s assets were transferred from DB Capital to the Company. These assets were: · · · As of April 3, 2015, these assets were transferred to the Company and Mr. Sobolewski owns the control block previously owned by Mr. Pemble. As of that date, Mr. Sobolewski is the sold officer and director of the Company. On April 17, 2015, the Harris Country District Court entered a judgment for the plaintiff in Gaffney Cline and Associated, Inc. v .Gray Fox Petroleum Corp.

Note 1 - Nature of Business a16

Note 1 - Nature of Business and Significant Accounting Policies: Nature of Business (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Nature of Business	Nature of Business Gray Fox Petroleum Corp. (formerly Viatech Corp.) (“Gray Fox” or the “Company”) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, the then majority stockholder, Viatcheslav Gelshteyn, entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshteyn sold 7,000,000 shares of common stock, $0.001 par value per share, of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company in consideration of $50,000 in cash from Mr. Pemble. This transaction is referred to as the “Change in Control.” As a result of the Change in Control, Mr. Gelshteyn no longer owns any shares of common stock. In addition, Mr. Gelshteyn resigned from his positions as the sole director and officer of the Company, and Mr. Pemble was appointed as the Company’s sole director and as its Chief Executive Officer, President, Treasurer and Secretary. On June 5, 2013, the board of directors approved the dismissal of Ronald R. Chadwick, P.C. as its independent auditor and appointed M&K CPAS, LLC as its new independent auditor. On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 4,700,000 shares of common stock held by Mr. Pemble. As a result of this redemption, Mr. Pemble’s shareholdings decreased from 7,000,000 shares to 2,300,000 shares, which represented approximately 53% of the total shares then issued and outstanding. On June 18, 2013, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to change its name from “Viatech Corp.” to “Gray Fox Petroleum Corp.” and to conduct an 8:1 forward stock split of the issued and outstanding shares of common stock whereby each outstanding share of common stock would be exchanged for eight new shares of common stock. On June 20, 2013, the Company effected the stock split, which increased the number of issued and outstanding shares of common stock from 4,320,000 shares to 34,560,000 shares. In connection with the Change in Control and the name change, on July 19, 2013, the Company’s ticker symbol on the OTCBB was changed from VTCH to GFOX. As of March 31, 2015, the Company’s administrative offices were located at 3333 Lee Parkway, Suite 600, Dallas, Texas 75219. The Company had one full-time employee, Lawrence Pemble, who served as its sole officer and director. However, as is more thoroughly described in Note 9 to the financial statements, Lawrence Pemble resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. The main administrative offices are therefore in transition as of the date of the filing of this report on Form 10-K.

Note 1 - Nature of Business a17

Note 1 - Nature of Business and Significant Accounting Policies: Basis of Presentation (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Basis of Presentation	Basis of Presentation The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in U.S. currency have been prepared by the Company pursuant to the rules and regulations of the SEC. The Company has adopted a fiscal year end of March 31. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Note 1 - Nature of Business a18

Note 1 - Nature of Business and Significant Accounting Policies: Reclassifications (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.

Note 1 - Nature of Business a19

Note 1 - Nature of Business and Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 1 - Nature of Business a20

Note 1 - Nature of Business and Significant Accounting Policies: Cash and Cash Equivalents (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents on hand for the periods presented herein.

Note 1 - Nature of Business a21

Note 1 - Nature of Business and Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments Under FASB ASC 820-10-05, FASB established a framework for measuring fair value in generally accepted accounting principles and expanded disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Note 1 - Nature of Business a22

Note 1 - Nature of Business and Significant Accounting Policies: Start-up Costs (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Start-up Costs	Start-Up Costs The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred.

Note 1 - Nature of Business a23

Note 1 - Nature of Business and Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered through future operations.

Note 1 - Nature of Business a24

Note 1 - Nature of Business and Significant Accounting Policies: Uncertain Tax Positions (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Uncertain Tax Positions	Uncertain Tax Positions In accordance with ASC 740, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Various taxing authorities may periodically audit the Company’s income tax returns. These audits may include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter for which an allowance has been established is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Note 1 - Nature of Business a25

Note 1 - Nature of Business and Significant Accounting Policies: Stock-based Compensation (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Stock-based Compensation	Stock-Based Compensation The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

Note 1 - Nature of Business a26

Note 1 - Nature of Business and Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Basic and Diluted Loss Per Share	Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Note 1 - Nature of Business a27

Note 1 - Nature of Business and Significant Accounting Policies: Impairment of Oil and Gas Properties (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Impairment of Oil and Gas Properties	Impairment of Oil and Gas Properties We assess proved crude oil and natural gas properties and other investments for possible impairment whenever events or circumstances indicate that the recorded carrying values of the assets may not be recoverable. We recognize an impairment loss as a result of an event that causes us to consider the possibility that impairment may have occurred and when the estimated undiscounted future cash flows from a property or other investment are less than the carrying value. If impairment is indicated, the carrying values are written down to fair value, which, in the absence of comparable market data, is estimated using a discounted cash flow method. During the year ended March 31, 2015, we impaired the West Ranch Prospect due to the fact that the future cash flows were undeterminable. We therefore charged the $44,845 as an asset impairment.

Note 1 - Nature of Business a28

Note 1 - Nature of Business and Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	12 Months Ended
	Mar. 31, 2015
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists."

Note 5 - Fair Value of Financ29

Note 5 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	12 Months Ended
	Mar. 31, 2015
Tables/Schedules
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Level 1 Level 2 Level 3 MARCH 31, 2015 Assets Cash $ - $ - $ - Total assets - - - Liabilities Notes payable, related party $ $ - $ - Total liabilities - - - MARCH 31, 2014 Assets Cash $ 7,419 $ - $ - Total assets 7,419 - - Liabilities Notes payable, related party $ - $ - $ Total liabilities - - -

Note 7 - Income Taxes_ Schedule

Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Mar. 31, 2015
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	March 31, 2015 2014 Net operating loss carry-forwards $ 1,418,971 $ 409,787 Deferred tax asset 496,640 143,425 Valuation allowance (486,640) (143,425) Net deferred tax asset $ - $ -

Note 1 - Nature of Business a31

Note 1 - Nature of Business and Significant Accounting Policies: Nature of Business (Details)	12 Months Ended
	Mar. 31, 2015
Details
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Sep. 22, 2011

Note 1 - Nature of Business a32

Note 1 - Nature of Business and Significant Accounting Policies: Impairment of Oil and Gas Properties (Details) - USD ($)	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Impairment of oil and gas property	$ 44,845	$ 602,919

Note 2 - Going Concern (Details

Note 2 - Going Concern (Details) - USD ($)	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Deficit accumulated during the exploration phase	$ 2,601,532	$ 1,385,455
Net cash used in operating activities	$ 349,790	$ 273,347

Note 3 - Related Party Transa34

Note 3 - Related Party Transactions (Details) - USD ($)	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Chief Executive Officer
Stock-based compensation	$ 552,284	$ 364,386
Accrued expenses, related party	4,306
Expenses Paid on Behalf of Company	18,286
Expenses Reimbursed on Behalf of Company	14,587
Stock-based compensation	773,331	364,386
Accrued expenses, related party	9,306	$ 607
Former Chief Financial Officer
Stock-based compensation	221,047
Accrued expenses, related party	$ 5,000
Common Stock | Chief Executive Officer
Shares issued for officer stock payable - Shares	1,000,000
Common Stock
Shares issued for officer stock payable - Shares	1,000,000

Note 4 - Oil and Gas Properti35

Note 4 - Oil and Gas Properties (Details) - USD ($)	12 Months Ended	20 Months Ended
	Mar. 31, 2014	Mar. 31, 2015
Purchase Price of Leases	$ 250,000
Fee to transfer title to property	$ 1,870
Geological, Geophysical Costs and Lease Rentals		$ 264,645
Common Stock
Common stock issued for property acquisitions - Shares	150,000

Note 5 - Fair Value of Financ36

Note 5 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Mar. 31, 2015	Mar. 31, 2014
Cash		$ 7,419
Total assets	$ 1,848	7,419
Fair Value, Inputs, Level 1
Cash		7,419
Total assets		$ 7,419

Note 6 - Stockholders' Equity (

Note 6 - Stockholders' Equity (Details)	12 Months Ended
	Mar. 31, 2015shares
Common Stock | Chief Executive Officer
Shares issued for officer stock payable - Shares	1,000,000

Note 7 - Income Taxes_ Schedu38

Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Mar. 31, 2015	Mar. 31, 2014
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ 1,418,971	$ 409,787
Deferred Tax Assets, Gross	496,640	143,425
Deferred Tax Assets, Valuation Allowance	$ (486,640)	$ (143,425)

Note 8 - Legal Proceedings (Det

Note 8 - Legal Proceedings (Details) - USD ($)	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accounts payable and accrued expenses	$ 147,480	$ 109,004
Gaffney Cline and Associates, Inc. v. Gray Fox Petroleum Corp.
Accounts payable and accrued expenses	99,392
Loss Contingency, Damages Awarded, Value	$ 99,392

Uncategorized Items - gfpc-2015

Label	Element	Value
Stockholders' Equity Note, Stock Split	us-gaap_StockholdersEquityNoteStockSplit	On June 18, 2013, the Company received approval from FINRA to conduct an 8:1 forward stock split of the issued and outstanding shares of common stock whereby each outstanding share of common stock was exchanged for eight new shares of common stock. On June 20, 2013, the Company effected the stock split, which increased the number of issued and outstanding shares of common stock from 4,320,000 shares to 34,560,000 shares. The stock split has been applied retrospectively as presented in these financial statements and all related disclosures.