SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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NATURE OF OPERATIONS AND ORGANIZATION |
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Three Forks, Inc. (the "Company") was incorporated on March 28, 2012 in the |
State of Colorado. The Company's business plan focuses on the development as an |
independent energy company engaged in the acquisition, exploration, development |
and production of North American conventional oil and gas properties through the |
acquisition of leases and/or royalty interests and developing the properties for |
maximum cash flow. |
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On September 7, 2012, the Company acquired working interests between 10.12% and |
10.50% in five (5) producing oil and gas wells along with mineral interests in |
proved undeveloped leaseholds totaling approximately 320 acres located in Weld |
county Colorado valued at $1,477,990 as well as a 76.25% working interest in |
undeveloped leaseholds totaling approximately 120 acres located in Morgan county |
Colorado valued at $14,000 in exchange for the issuance of 700,000 shares of the |
Company's common stock valued at $1,400,000 or $2.00 per share and the |
assumption of certain debt in the amount of $91,990. In addition, the Company |
was required to fund an escrow account in the amount of $55,000 for legal |
services that may occur over a three year period from the date of the |
acquisition and this escrow account at September 30, 2013 and December 31, 2012 |
has a balance of $55,122 and $55,081 respectively. Effective January 1, 2013, |
the Company sold its entire interest in these oil and gas properties located in |
Weld county Colorado for $1,600,000 in cash. See Note 4 - Disposal Group Held |
for Sale. |
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On December 31, 2012, the Company entered into a Farmout Agreement ("Farmout") |
where the Company had a 100% working interest in 320gross/290net acres of |
mineral interests located in Archer county Texas subject to the Farmout. In |
consideration of Three Forks No 1 LLC, a Colorado limited liability company |
("LLC"), undertaking and paying it's pro rata portion of the costs associated |
with the drilling and completion of 9 wells in Archer county Texas on the |
Farmout property, the Company assigned 87% of the working interest in the |
Farmout to the LLC. Likewise, on January 1, 2013, the Company assigned 3% of the |
working interest in the Farmout to three members of the Board of Directors of |
the Company. |
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Effective June 30, 2013 and September 1, 2013, the Company acquired a 37.5% and |
37.5% working interest, respectively or a total of a 75% working interest in |
certain oil and gas properties located in Louisiana and Texas totaling 1,955 |
gross acres known as the Five Jab properties in exchange for $3,842,143 in cash |
plus the assumption of liabilities in the amount of $281,962 as part of a |
purchase sale and participation agreement dated February 27, 2013 as well as |
participate in a development program that includes the drilling and completion |
of additional wells. |
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The Company's acquisition of the 75% working interest in the Five Jab properties |
was accounted for as an acquisition for accounting purposes. |
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INTERIM PRESENTATION |
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In the opinion of the management of the Company, the accompanying unaudited |
financial statements include all material adjustments, including normal and |
recurring adjustments, considered necessary to present fairly the financial |
position and operating results of the Company for the period presented. The |
financial statements and notes are presented as permitted by Form 10-Q, and do |
not contain certain information included in the Company's Registration Statement |
on Form 10-12G for the period March 28, 2012 (inception) through December 31, |
2012. It is the Company's opinion that when the interim financial statements are |
read in conjunction with the December 31, 2012 financial statements on Form |
10-12G and its Current Report on Form 10-Q, the disclosures are adequate to make |
the information presented not misleading. Interim results are not indicative of |
results for a full year or any future period. |
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The aforementioned Five Jab oil and gas properties that were acquired by the |
Company effective June 30, 2013 and September 1, 2013 were determined to be the |
oil and gas operations of the Company's predecessor prior to the date the |
Company effectively acquired such properties. As a result, all of the |
accompanying financial information for the periods presented includes both the |
accounts of the Company and the accounts of the Five Jab oil and gas operations. |
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The Five Jab oil and gas operations are owned separately by various working |
interest owners and, therefore are taxed as a disregard entity for income tax |
purposes and as such each of the owners report separately their pro rata share |
of income, deductions and losses. Therefore, no provision for income taxes is |
made in the accompanying financial statements. In addition, the accounts of the |
Five Jab oil and gas operations are comprised of revenues and expenses from oil |
and gas activity and the related distributions to the working interest owners of |
such net cash flow from the oil and gas operations. |
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CONCENTRATION OF CREDIT RISK |
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The Company, from time to time during the periods covered by these financial |
statements, may have bank balances in excess of its insured limits. Management |
has deemed this a normal business risk. |
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CASH AND CASH EQUIVALENTS |
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For purposes of the statement of cash flows, the Company considers all cash and |
highly liquid investments with initial maturities of three months or less to be |
cash equivalents. The Company maintains its cash in institutions insured by the |
Federal Deposit Insurance Corporation ("FDIC"). At September 30, 2013, the |
Company has $1,783,179 in cash deposits in excess of FDIC insured limits. |
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ACCOUNTS RECEIVABLE |
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Accounts receivable are stated at their cost less any allowance for doubtful |
accounts. The allowance for doubtful accounts is based on the management's |
assessment of the collectability of specific customer accounts and the aging of |
the accounts receivable. If there is deterioration in a major customer's |
creditworthiness or if actual defaults are higher than the historical |
experience, the management's estimates of the recoverability of amounts due to |
the Company could be adversely affected. Based on the management's assessment, |
there is no reserve recorded at September 30, 2013 and December 31, 2012. |
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INVENTORIES |
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The Company's inventories, which consist of in-transit oil, are stated at lower |
of cost (using the first-in, first-out method) or market. We recorded |
impairments, as needed, to adjust the carrying amount of inventories to the |
lower of cost or market. |
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OIL AND GAS PRODUCING ACTIVITIES |
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The Company follows the full cost method of accounting for oil and natural gas |
operations. Under this method all productive and nonproductive costs incurred in |
connection with the acquisition, exploration, and development of oil and natural |
gas reserves are capitalized. No gains or losses are recognized upon the sale or |
other disposition of oil and natural gas properties except in transactions that |
would significantly alter the relationship between capitalized costs and proved |
reserves. The costs of unevaluated oil and natural gas properties are excluded |
from the amortizable base until the time that either proven reserves are found |
or it has been determined that such properties are impaired. As properties |
become evaluated, the related costs transfer to proved oil and natural gas |
properties using full cost accounting. There were capitalized costs of |
$4,338,489 and $0 included in the amortization base at September 30, 2013 and |
December 31, 2012, respectively and the Company did not expense any capitalized |
costs for the nine months ended September 30, 2013 and for the period March 28, |
2012 (inception) through September 30, 2012. |
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Management capitalizes additions to property and equipment. Expenditures for |
repairs and maintenance are charged to expense. Property and equipment are |
carried at cost. Adjustment of the asset and the related accumulated |
depreciation accounts are made for property and equipment retirements and |
disposals, with the resulting gain or loss included in the statement of |
operations. The Company has not capitalized any internal costs for the nine |
months ended September 30, 2013 and for the period March 28, 2012 (inception) |
through September 30, 2012. |
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In accordance with authoritative guidance on accounting for the impairment or |
disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company |
assesses the recoverability of the carrying value of its non-oil and gas |
long-lived assets when events occur that indicate an impairment in value may |
exist. An impairment loss is indicated if the sum of the expected undiscounted |
future net cash flows is less than the carrying amount of the assets. If this |
occurs, an impairment loss is recognized for the amount by which the carrying |
amount of the assets exceeds the estimated fair value of the assets. No events |
occurred during the nine months ended September 30, 2013 and for the period |
March 28, 2012 (inception) through September 30, 2012 that would be indicative |
of possible impairment. |
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PROPERTY AND EQUIPMENT |
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Other property and equipment, such as office furniture and equipment, and |
computer hardware and software, are recorded at cost. Costs of renewals and |
improvements that substantially extend the useful lives of the assets are |
capitalized. Maintenance and repair costs are expensed when incurred. |
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DEPRECIATION |
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For financial reporting purposes, depreciation and amortization of other |
property and equipment is computed using the straight-line method over the |
estimated useful lives of assets at acquisition. For income tax reporting |
purposes, depreciation of other equipment is computed using the straight-line |
and accelerated methods over the estimated useful lives of assets at |
acquisition. |
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Depreciation and depletion of capitalized acquisition, exploration and |
development costs are computed on the units-of-production method by individual |
fields on the basis of the total estimated units of proved reserves as the |
related proved reserves are produced. |
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Depreciation, depletion and amortization of oil and gas property and other |
property and equipment for the three and nine months ended September 30, 2013 is |
$34,676 and $36,645, respectively and $0, respectively for the comparative |
periods of 2012. |
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ASSET RETIREMENT OBLIGATIONS |
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The Company's asset retirement obligations arise from plugging and abandonment |
liabilities for the Company's natural gas and oil wells. |
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OTHER COMPREHENSIVE (LOSS) |
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The Company has no material components of other comprehensive loss and |
accordingly, net loss is equal to comprehensive loss for the period. |
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INCOME TAXES |
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The Company accounts for income taxes under the liability method as prescribed |
by ASC authoritative guidance. Deferred tax liabilities and assets are |
determined based on the difference between the financial statement and tax bases |
of assets and liabilities using enacted rates expected to be in effect during |
the year in which the basis difference reverses. The realizability of deferred |
tax assets are evaluated annually and a valuation allowance is provided if it is |
more likely than not that the deferred tax assets will not give rise to future |
benefits in the Company's income tax returns. |
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The Company assessed the likelihood of utilization of the deferred tax asset, in |
light of the recent losses. As a result of this review, the deferred tax asset |
of $807,748 has been fully reserved at September 30, 2013. At September 30, |
2013, the Company has incurred net operating losses for income tax purposes of |
approximately $2,090,000.Such losses may be carried forward and are scheduled to |
expire in the year 2032, if not utilized, and may be subject to certain |
limitations as provided by the Internal Revenue Code. |
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The Company has adopted ASC guidance regarding accounting for uncertainty in |
income taxes. This guidance clarifies the accounting for income taxes by |
prescribing the minimum recognition threshold an income tax position is required |
to meet before being recognized in the financial statements and applies to all |
income tax positions. Each income tax position is assessed using a two-step |
process. A determination is first made as to whether it is more likely than not |
that the income tax position will be sustained, based upon technical merits, |
upon examination by the taxing authorities. If the income tax position is |
expected to meet the more likely than not criteria, the benefit recorded in the |
financial statements equals the largest amount that is greater than 50% likely |
to be realized upon its ultimate settlement. At September 30, 2013 and December |
31, 2012 there were no uncertain tax positions that required accrual. |
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EARNINGS PER SHARE |
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Basic earnings per share is calculated by dividing the net loss available to |
common shareholders by the weighted-average number of common shares outstanding |
during each period. Diluted net loss per common share is calculated by dividing |
the net loss by the weighted-average number of common shares outstanding |
including the effect of the Company's potentially dilutive securities. The |
Company's potentially dilutive securities consist of options, warrants and |
convertible promissory notes to purchase the Company's common stock. Potentially |
dilutive securities are not included in the weighted average calculation for net |
loss per common share since their effect would be anti-dilutive due to the net |
loss. The treasury method is used by the Company to measure the dilutive effect |
of stock options, warrants and convertible promissory notes. Since the option |
price is significantly greater than the current value of the Company's common |
stock, management has determined the effective exercise of the dilutive |
securities would have no effect on the weighted-average number of common shares |
outstanding for the periods presented. Therefore, the basic and diluted weighted |
average number of common shares outstanding for net income from continuing |
operations is the same for the periods presented. For the three and nine months |
ended September 30, 2013 and for the period March 28, 2012 (inception) through |
September 30, 2012, the Company had outstanding 5,044,395 and 0, respectively of |
potentially dilutive options, warrants and convertible promissory notes. |
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USE OF ESTIMATES |
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The preparation of financial statements in conformity with generally accepted |
accounting principles in the United States of America requires management to |
make estimates and assumptions that affect the reported amount of assets and |
liabilities and disclosures 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, |
and such differences may be material to the financial statements. |
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REVENUE RECOGNITION |
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The Company recognizes revenue from the exploration and production of the |
Company's oil and gas properties in the period of production. Management fee |
income is recognized in the period where the Company performs the services as |
manager of a limited liability company. |
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SHARE-BASED COMPENSATION |
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The Company accounts for share-based payment accruals under authoritative |
guidance on stock compensation as set forth in the Topics of the ASC. The |
guidance requires all share-based payments to employees and non-employees, |
including grants of employee and non-employee stock options, to be recognized in |
the financial statements based on their fair values. |
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GOING CONCERN AND MANAGEMENTS' PLANS |
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As shown in the accompanying financial statements for the period ended September |
30, 2013, the Company has reported an accumulated deficit of $2,099,834. At |
September 30, 2013, the Company has current assets of $2,469,810, including cash |
and cash equivalents of $2,033,179 and current liabilities of $4,564,294 but has |
sold its major proved oil and gas property as described in Note 4. |
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To the extent the Company's operations are not sufficient to fund the Company's |
capital and current growth requirements the Company will attempt to raise |
capital through the sale of additional shares of stock. At the present time, the |
Company cannot provide assurance that it will be able to raise funds through the |
further issuance of equity in the Company. |
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The accompanying financial statements have been prepared assuming that the |
Company will continue as a going concern, however, the above conditions raise |
substantial doubt about the Company's ability to do so. The financial statements |
do not include any adjustment to reflect the possible future effect on the |
recoverability and classification of assets or the amounts and classifications |
of liabilities that may result should the Company be unable to continue as a |
going concern. |
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OFF-BALANCE SHEET ARRANGEMENTS |
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As part of its ongoing business, the Company has not participated in |
transactions that generate relationships with unconsolidated entities or |
financial partnerships, such as entities often referred to as structured finance |
or special purpose entities (SPEs), which would have been established for the |
purpose of facilitating off-balance sheet arrangements or other contractually |
narrow or limited purposes. From its incorporation on March 28, 2012 through |
September 30, 2013, the Company has not been involved in any unconsolidated SPE |
transactions. |
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RECLASSIFICATION |
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Certain amounts in the prior period financial statements have been reclassified |
to conform to the current period financial statement presentation. Such |
reclassifications had no effect on the Company's net loss. |
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RECENT ACCOUNTING PRONOUNCEMENTS |
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The Company has reviewed all recently issued but not yet effective accounting |
pronouncements and does not believe the future adoption of any such |
pronouncements may be expected to cause a material impact on its financial |
condition or results of operations. |
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SUBSEQUENT EVENTS |
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The Company evaluates events and transactions after the balance sheet date but |
before the financial statements are issued. |