Cover
Cover | 6 Months Ended |
Apr. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Trio Petroleum Corp. |
Entity Central Index Key | 0001898766 |
Entity Primary SIC Number | 1311 |
Entity Tax Identification Number | 87-1968201 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 4115 Blackhawk Plaza Circle |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Danville |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94506 |
City Area Code | (661) |
Local Phone Number | 324-1122 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 5401 Business Park |
Entity Address, Address Line Two | Suite 115 |
Entity Address, City or Town | Bakersfield |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 93309 |
City Area Code | 925 |
Local Phone Number | 553-4355 |
Contact Personnel Name | Frank C. Ingriselli |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Current assets: | |||
Cash | $ 2,188,209 | $ 73,648 | $ 78,877 |
Prepaid expenses and other receivables | 115,739 | 35,000 | 21,154 |
Deferred offering costs | 1,643,881 | 190,298 | |
Total current assets | 2,303,948 | 1,752,529 | 290,329 |
Oil and gas properties - not subject to amortization | 7,341,252 | 5,836,232 | 5,583,720 |
Advance to operators | 1,365,148 | 1,900,000 | 1,900,000 |
Total assets | 11,010,348 | 9,488,761 | 7,774,049 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 1,168,023 | 1,164,055 | 16,119 |
Asset retirement obligations - current | 2,778 | 2,778 | 2,778 |
Notes payable - related party, net of discounts | 5,428,936 | 3,661,885 | |
Warrants liability | 114,883 | ||
Total current liabilities | 1,170,801 | 6,710,652 | 3,680,782 |
Long-term liabilities: | |||
Franchise tax accrual | 4,250 | 9,450 | |
Asset retirement obligations, net of current portion | 46,924 | 45,535 | 42,757 |
Total Long-term liabilities | 51,174 | 54,985 | 42,757 |
Total liabilities | 1,221,975 | 6,765,637 | 3,723,539 |
Commitments and Contingencies (Note 7) | |||
Stockholders’ Equity: | |||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at April 30, 2023 and October 31, 2022, respectively | |||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 24,799,202 and 16,972,800 shares issued and outstanding as of April 30, 2023 and October 31, 2022, respectively | 2,480 | 1,697 | 1,098 |
Stock subscription receivable | (10,010) | (10,010) | (50,545) |
Additional paid-in capital | 16,752,597 | 6,633,893 | 4,202,021 |
Accumulated deficit | (6,956,694) | (3,902,456) | (102,064) |
Total stockholders’ equity | 9,788,373 | 2,723,124 | 4,050,510 |
Total liabilities and stockholders’ equity | 11,010,348 | 9,488,761 | 7,774,049 |
Nonrelated Party [Member] | |||
Current liabilities: | |||
Notes payable - related party, net of discounts | 4,403,439 | ||
Related Party [Member] | |||
Current liabilities: | |||
Notes payable - related party, net of discounts | $ 1,025,497 | $ 3,661,885 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 490,000,000 | 490,000,000 | 490,000,000 |
Common stock, shares issued | 24,799,202 | 16,972,800 | 10,982,800 |
Common stock, shares outstanding | 24,799,202 | 16,972,800 | 10,982,800 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | |
Income Statement [Abstract] | ||||||
Revenue | ||||||
Operating expenses: | ||||||
Exploration expense | 25,415 | $ 38,763 | 25,415 | 26,031 | $ 28,669 | |
General and administrative expenses | 990,491 | 186,759 | 17,313 | 1,155,504 | 466,041 | 365,390 |
Legal fees | 7,514 | 409,191 | ||||
Accretion expense | 694 | 694 | 359 | 1,389 | 1,389 | 2,778 |
Total operating expenses | 1,016,600 | 187,453 | 63,949 | 1,182,308 | 493,461 | 806,028 |
Loss from operations | (1,016,600) | (187,453) | (63,949) | (1,182,308) | (493,461) | (806,028) |
Other expenses: | ||||||
Interest expense | 94,357 | 478,934 | 38,115 | 746,930 | 560,813 | 1,661,981 |
Penalty fees | 1,322,933 | 1,322,933 | 1,322,933 | |||
Loss on note conversion | 1,125,000 | 1,125,000 | ||||
Licenses and fees | 9,450 | |||||
Total other expenses | 1,219,357 | 1,801,867 | 38,115 | 1,871,930 | 1,883,746 | 2,994,364 |
Loss before income taxes | (2,235,957) | (1,989,320) | (102,064) | (3,054,238) | (2,377,207) | (3,800,392) |
Provision for income taxes | ||||||
Net loss | $ (2,235,957) | $ (1,989,320) | $ (102,064) | $ (3,054,238) | $ (2,377,207) | $ (3,800,392) |
Basic and Diluted Net Loss per Common Share | ||||||
Basic | $ (0.12) | $ (0.13) | $ (0.02) | $ (0.17) | $ (0.17) | $ (0.26) |
Diluted | $ (0.12) | $ (0.13) | $ (0.02) | $ (0.17) | $ (0.17) | $ (0.26) |
Weighted Average Number of Common Shares Outstanding | ||||||
Basic | 18,457,415 | 15,572,800 | 5,065,994 | 17,796,727 | 13,731,474 | 14,797,786 |
Diluted | 18,457,415 | 15,572,800 | 5,065,994 | 17,796,727 | 13,731,474 | 14,797,786 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Share Subscription Receivables [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 18, 2021 | |||||
Balance, shares at Jul. 18, 2021 | |||||
Issuance of founders’ shares | $ 545 | (545) | |||
Issuance of founders' shares, shares | 5,450,000 | ||||
Issuance of common stock for cash, net | $ 63 | (50,000) | 687,737 | 637,800 | |
Issuance of common stock for cash net, shares | 632,800 | ||||
Issuance of common stock for acquisition of unproved oil and gas properties | $ 490 | 3,438,054 | 3,438,544 | ||
Issuance of common stock for acquisition of unproved oil and gas properties, shares | 4,900,000 | ||||
Interest imputed on note payable for acquisition of unproved oil and gas properties | 76,230 | 76,230 | |||
Net loss | (102,064) | (102,064) | |||
Ending balance, value at Oct. 31, 2021 | $ 1,098 | (50,545) | 4,202,021 | (102,064) | 4,050,510 |
Ending balance, shares at Oct. 31, 2021 | 10,982,800 | ||||
Issuance of founders’ shares | $ 8 | 535 | 543 | ||
Issuance of founders' shares, shares | 80,000 | ||||
Issuance of common stock for cash, net | $ 1 | 40,000 | 19,999 | 60,000 | |
Issuance of common stock for cash net, shares | 10,000 | ||||
Interest imputed on note payable for acquisition of unproved oil and gas properties | 57,920 | 57,920 | |||
Net loss | (2,377,207) | (2,377,207) | |||
Issuance of security interest shares to investors | $ 450 | 1,322,483 | 1,322,933 | ||
Issuance of security interest shares to investors, shares | 4,500,000 | ||||
Issuance of warrants in connection with investor financing | 994,091 | 994,091 | |||
Ending balance, value at Apr. 30, 2022 | $ 1,557 | (10,010) | 6,596,514 | (2,479,271) | 4,108,790 |
Ending balance, shares at Apr. 30, 2022 | 15,572,800 | ||||
Beginning balance, value at Oct. 31, 2021 | $ 1,098 | (50,545) | 4,202,021 | (102,064) | 4,050,510 |
Balance, shares at Oct. 31, 2021 | 10,982,800 | ||||
Issuance of founders’ shares | $ 8 | 535 | 543 | ||
Issuance of founders' shares, shares | 80,000 | ||||
Issuance of common stock for cash, net | $ 1 | 40,000 | 19,999 | 60,000 | |
Issuance of common stock for cash net, shares | 10,000 | ||||
Interest imputed on note payable for acquisition of unproved oil and gas properties | 89,237 | 89,237 | |||
Net loss | (3,800,392) | (3,800,392) | |||
Issuance of security interest shares to investors | $ 450 | 1,322,483 | 1,322,933 | ||
Issuance of security interest shares to investors, shares | 4,500,000 | ||||
Issuance of warrants in connection with investor financing | 994,091 | 994,091 | |||
Issuance of restricted stock units to outside directors | $ 30 | (30) | |||
Issuance of restricted stock units to outside directors, shares | 300,000 | ||||
Issuance of restricted shares to executives | $ 110 | (110) | |||
Issuance of restricted shares to executives, shares | 1,100,000 | ||||
Stock-based compensation | 6,202 | 6,202 | |||
Ending balance, value at Oct. 31, 2022 | $ 1,697 | (10,010) | 6,633,893 | (3,902,456) | 2,723,124 |
Ending balance, shares at Oct. 31, 2022 | 16,972,800 | ||||
Issuance of common stock for cash, net | $ 40 | 371,960 | |||
Issuance of common stock for cash net, shares | 400,000 | ||||
Issuance of conversion shares related to the SPA | $ 504 | 5,164,371 | 5,164,875 | ||
Issuance of conversion shares related to the SPA, shares | 5,038,902 | ||||
Issuance of commitment shares related to the SPA | $ 38 | 1,124,963 | 1,125,001 | ||
Issuance of commitment shares related to the SPA, shares | 375,000 | ||||
Issuance of common shares in IPO, net of underwriting discounts and offering costs | $ 200 | 3,342,426 | 3,342,626 | ||
Issuance of common shares in IPO, net of underwriting discounts and offering costs, shares | 2,000,000 | ||||
Issuance of pre-funded warrants | 4,000 | 4,000 | |||
Net loss | (3,054,238) | (3,054,238) | |||
Stock-based compensation | $ 1 | 110,984 | 110,985 | ||
Share-based compensation, shares | 12,500 | ||||
Ending balance, value at Apr. 30, 2023 | $ 2,480 | $ (10,010) | $ 16,752,597 | $ (6,956,694) | $ 9,788,373 |
Ending balance, shares at Apr. 30, 2023 | 24,799,202 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (102,064) | $ (3,054,238) | $ (2,377,207) | $ (3,800,392) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Franchise tax fees | 9,450 | |||
Bad debt expense | 25,000 | |||
Accretion expense | 359 | 1,389 | 1,389 | 2,778 |
Conversion of SPA | 1,125,000 | |||
Amortization of debt discount | 432,693 | 409,481 | 1,218,951 | |
Penalty fees | 1,322,933 | 1,322,933 | ||
Imputed interest | 38,115 | 57,920 | 89,237 | |
Write-off of SPA receivable | 80,000 | |||
Stock-based compensation | 110,985 | 6,202 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other receivables | (211,452) | (105,739) | (25,000) | (13,846) |
Accounts payable and accrued liabilities | 16,119 | 663,644 | 311,818 | 582,543 |
Net cash used in operating activities | (258,923) | (801,266) | (298,666) | (502,144) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures for unproved oil and gas properties | (300,000) | (210,530) | ||
Drilling costs for exploratory well | (1,294,490) | |||
Advances to operators | 534,852 | |||
Net cash used in investing activities | (300,000) | (970,168) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of common stock, net | 637,800 | 372,000 | 60,543 | 60,543 |
Proceeds from notes payable - investors | 4,420,000 | 4,820,000 | ||
Repayment of notes payable | (1,472,512) | (2,920,000) | (2,920,000) | |
Proceeds from issuance of common stock in IPO | 6,000,000 | |||
Cash paid for debt issuance costs | (505,000) | (575,438) | ||
Cash paid for deferred offering costs | (1,013,493) | (586,043) | (888,190) | |
Net cash from financing activities | 637,800 | 3,885,995 | 469,500 | 496,915 |
Effect of foreign currency exchange | ||||
NET CHANGE IN CASH | 78,877 | 2,114,561 | 170,834 | (5,229) |
Cash - Beginning of period | 73,648 | 78,877 | 78,877 | |
Cash - End of period | 78,877 | 2,188,209 | 249,711 | 73,648 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Non-cash investing and financing activities: | ||||
Issuance of warrants (equity classified) | $ 994,901 | 1,108,974 | ||
Issuance of notes payable for oil and gas properties | 3,700,000 | |||
Issuance of RSUs | 30 | |||
Imputed interest - notes payable | 76,230 | |||
Issuance of founders’ shares | 545 | |||
Issuance of shares for oil and gas properties | $ 3,438,544 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Company Organization Trio Petroleum Corp. (“Trio Petroleum” or the “Company”) was incorporated in the state of Delaware on July 19, 2021. The Company is engaged in the exploration and development of the South Salinas Project (“SSP”), a non-producing oil and gas property located in Monterey County, California, which it acquired from Trio Petroleum, LLC (“Trio LLC”). The Company is headquartered in Bakersfield, California, with its principal offices located at 5401 Business Park, Suite 115, Bakersfield, CA, 93309. The Company has elected an October 31 year-end. Acquisition of South Salinas Project On September 14, 2021, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Trio LLC to acquire an 82.75 300,000 3,700,000 4,900,000 0.0001 45 Business Combinations 3 9,300 Initial Public Offering The registration statement for the Company’s Initial Public Offering (the “Offering” or “IPO”) was declared effective on April 17, 2023. The Offering closed on April 20, 2023, and the Company sold 2,000,000 6,000,000 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Company Organization Trio Petroleum Corp. (“Trio Petroleum” or the “Company”) was incorporated in the state of Delaware on July 19, 2021. The Company is engaged in the exploration and development of the South Salinas Project (“SSP”), a non-producing oil and gas property located in Monterey County, California, which it acquired from Trio Petroleum, LLC (“Trio LLC”). The Company is headquartered in Bakersfield, California, with its principal offices located at 5401 Business Park, Suite 115, Bakersfield, CA, 93309. The Company has elected an October 31 year-end. Acquisition of South Salinas Project On September 14, 2021, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Trio LLC to acquire an 82.5 300,000 3,700,000 4,900,000 0.0001 45 9,267 Business Combinations Risks and Uncertainties related to the COVID-19 Pandemic In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, as a global pandemic. This resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruptions to business resulting in a global economic slowdown. Equity markets have experienced significant volatility and weakness, and the governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. Due to the COVID-19 pandemic, there has been and will continue to be uncertainty and disruption in the global economy and financial markets. As the COVID-19 pandemic begins to subside, it has, and could continue to result in shelter-in-place and other similar restrictions being eased. Such easing of restrictions likely has and will continue to result in consumers returning to other alternative forms of entertainment and interaction. This in turn has, and could continue to, result in a decline in demand for the Company’s services. The full extent of the impact of the COVID-19 pandemic on the business, results of operations, cash flows and financial position will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the prevalence and severity of any variants, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may experience significant impacts to its business because of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require updates to its estimates and judgments or revisions due to COVID-19 to the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Amounts presented in the condensed balance sheet as of October 31, 2022 are derived from our audited financial statements as of that date. The unaudited condensed financial statements as of and for the three and six month periods ended April 30, 2023 and 2022 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission(“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Registration Statement (Amendment No 9) on Form S-1/A filed with the SEC on March 24, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Prepaid Expenses Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months. Deferred Offering Costs Deferred offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the planned Initial Public Offering (“IPO”) (see Note 4). As of April 30, 2023 and October 31, 2022, offering costs in the aggregate of $ 0 1,643,881 Debt Issuance Costs Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. Oil and Gas Assets and Exploration Costs – Successful Efforts The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed. Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. As of April 30, 2023 and October 31, 2022, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization. Unproved oil and natural gas properties Unproved oil and natural gas properties consist of costs incurred to acquire unproved leases. Unproved lease acquisition costs are capitalized until the lease expires or when the Company specifically identifies a lease that will revert to the lessor, at which time it charges the associated unproved lease acquisition costs to exploration costs. Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. All of the Company’s natural gas properties were classified as unproved as of April 30, 2023 and October 31, 2022; see further discussion in Note 5. Impairment of Other Long-lived Assets The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties . As of April 30, 2023 and October 31, 2022, the Company had no Asset Retirement Obligations ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the SSP acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. Components of the changes in ARO are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2022 $ 48,313 Accretion expense 1,389 ARO, ending balance – April 30, 2023 49,702 Less: ARO – current 2,778 ARO, net of current portion $ 46,924 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021, the Company acquired an 82.75 85.75 4.9 45 1 29 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, including tax loss and credit carry forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception. Fair Value Measurements The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment. The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation. The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs. If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, warrants and convertible notes, if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive (see Note 9): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of As of April 30, 2023 2022 Warrants (Note 7, Note 8) 1,852,752 (4) 7,811,224 (1) Convertible Notes (Note 7, Note 8) - 31,244,898 (2) Commitment Shares (Note 7, Note 8) - 3,826,531 (3) Total potentially dilutive securities 1,852,752 42,882,653 (1) Balance includes warrants issued per the Securities Purchase Agreement (“SPA”) with GPL Ventures, LLC (“GPL”), which are exercisable into up to 50 2,519,452 50 5,038,902 1.03 ( 2) Upon IPO, the debt will convert into a variable number of shares; the number of conversion shares is equal to the outstanding principal amount divided by the conversion price, which is equal to the lesser of a) the IPO price or b) the opening price of the common stock on the first trading day after the IPO multiplied by the discount of 50 5,038,902 2.05 50 (3) The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 375,000 3.00 1,125,000 (4) 3,419,451 Environmental Expenditures The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. Subsequent Events The Company evaluated all events and transactions that occurred after April 30, 2023 through the date of the filing of this report. See Note 10 - Subsequent Events for such events and transactions. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. Revision of Previously Issued Financial Statements Subsequent to the filing of the Company’s Draft Registration Statement filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022, which included the Company’s financial statements for the period ended October 31, 2021, and subsequent to the filing of the Company’s Form S-1 with the SEC on September 12, 2022, which included the Company’s financial statements for the periods ended April 30, 2022 and October 31, 2021, the Company identified an error in presentation within the Condensed Balance Sheets for these periods. The Company presented Oil and gas properties – not subject to amortization of $ 7,483,720 1,900,000 SCHEDULE OF REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Balance Sheet as of April 30, 2022 (unaudited) As Previously Reported in the Original Filing Adjustment As Revised Oil and gas properties - not subject to amortization $ 7,483,720 $ (1,900,000 ) $ 5,583,720 Advance to operators - $ 1,900,000 $ 1,900,000 Balance Sheet as of October 31, 2021 (audited) As Previously Reported in the Original Filing Adjustment As Revised Oil and gas properties - not subject to amortization $ 7,483,720 $ (1,900,000 ) $ 5,583,720 Advance to operators - $ 1,900,000 $ 1,900,000 Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Prepaid Expenses Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months. Deferred Offering Costs Deferred offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the planned Initial Public Offering (“IPO”) (see Note 3). As of October 31, 2022 and 2021, offering costs in the aggregate of $ 1,643,881 190,298 Debt Issuance Costs Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. Oil and Gas Assets and Exploration Costs – Successful Efforts The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed. Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. As of October 31, 2022 and 2021, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization. Unproved oil and natural gas properties Unproved oil and natural gas properties costs incurred to acquire unproved leases. Unproved lease acquisition costs are capitalized until the lease expires or when the Company specifically identifies a lease that will revert to the lessor, at which time it charges the associated unproved lease acquisition costs to exploration costs. Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. All of the Company’s natural gas properties were classified as unproved as of October 31, 2022 and 2021. See further discussion in Note 4. Impairment of Other Long-lived Assets The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties . As of October 31, 2022 and 2021, the Company had no Asset Retirement Obligations ARO consist of future plugging and abandonment expenses on oil and natural gas properties. In connection with the SSP acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. Components of the changes in ARO are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2021 $ 45,535 Accretion expense 2,778 ARO, ending balance – October 31, 2022 48,313 Less: ARO – current 2,778 ARO, net of current portion $ 45,535 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions with related parties are recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. On September 14, 2021, the Company acquired an 82.75 4.9 45 29 45 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, including tax loss and credit carry forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception. Fair Value Measurements The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment. The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation. The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs. If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, warrants and convertible notes, if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive (see Note 9): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of As of 2022 2021 Warrants (Note 6, Note 8) (1) 1,093,107 - Convertible Notes (Note 6, Note 8) (2) 2,772,429 - Commitment Shares (Note 6, Note 8) (3) 321,429 - Stock Options (Note 5, Note 9) (4) 1,400,000 - Total potentially dilutive securities 5,586,965 - (1) Balance includes i) warrants issued per the SPA are exercisable into up to 50 (2) Upon IPO, the debt will convert into a fixed dollar amount of $ 9,000,000 50 (3) The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 (4) Balance consists of 300,000 1,100,000 Environmental Expenditures The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. Subsequent Events The Company, in accordance with ASC 855 - Subsequent Events |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of April 30, 2023, the Company had $ 2,188,209 1,133,147 4,940,000 1,032,512 440,000 The accompanying condensed financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these condensed financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of April 30, 2023, the Company has an accumulated deficit of $ 6,956,694 Accordingly, the accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of October 31, 2022, the Company had $ 73,648 6,602,004 3,700,000 2,920,000 4,500,000 4,500,000 50 2.0 Additionally, in September 2022, the Company entered into an agreement or bridge note (“Bridge Note”) with three investors; the Bridge Note includes original issue discount senior notes (“Notes”) with gross proceeds of $ 444,000 10 44,000 equal to 100% of the original principal amount of the Notes The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of October 31, 2022, the Company has an accumulated deficit of $ 3,902,456 Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The current COVID-19 pandemic could continue to, and future similar epidemics or pandemics could also, materially and adversely impact the Company’s ability to finance and conduct its business once it becomes operational and could materially and adversely impact its operations, funding, and/or financial performance. The COVID-19 pandemic has had no material impact on the Company’s current business activities which are primarily focused on compliance and fund-raising tasks. The Company has had and continues to have the same staff, same service providers and same processes as was the case prior to the pandemic. There is an ongoing conflict involving Russia and Ukraine and the war between the two countries continues to evolve as military activity proceeds and additional sanctions are imposed. The war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption. While the Company does not believe this conflict currently has a material impact on its financial accounting and reporting, the degree to which it will be affected in the future largely depends on the nature and duration of uncertain and unpredictable events, and its business could be impacted. Furthermore, future global conflicts or wars could create further economic challenges, including, but not limited to, increases in inflation and further global supply-chain disruption. Consequently, the ongoing Russia/Ukraine conflict and/or other future global conflicts could result in an increase in operating expenses and/or a decrease in any future revenue and could further have a material adverse effect on the Company’s results of operations and cash flow. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through an IPO. |
OIL AND NATURAL GAS PROPERTIES
OIL AND NATURAL GAS PROPERTIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
OIL AND NATURAL GAS PROPERTIES | NOTE 5 – OIL AND NATURAL GAS PROPERTIES The following tables summarize the Company’s oil and gas activities. SCHEDULE OF OIL AND NATURAL GAS PROPERTIES As of As of 2022 2022 Oil and gas properties – not subject to amortization $ 7,341,252 $ 5,836,232 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 7,341,252 $ 5,836,232 During the three and six months ended April 30, 2023 and 2022, the Company incurred aggregated exploration costs of $ 1,526,925 26,031 1.3 0.2 Leases, Optioned Assets Additional Working Interest Leases As of April 30, 2023, the Company holds various leases related to the unproved properties of the SSP (see Note 6, Note 7). On May 27, 2022, the Company entered into an Amendment to one of the lease agreements, which provides for an extension of the current force majeure status for an additional, uncontested twelve months, during which the Company will be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $ 252,512 During February and March of 2023, the Company entered into additional leases related to the unproved properties of the SSP with two groups of lessors. The first group of leases covers 360 20 25 11,000 307.75 20 30 11,000 The Company did not record any impairment to the oil and gas property for the three months ended April 30, 2023 or 2022, as all capitalized costs represent costs to acquire unproved property leases pending further development on the balance sheet. There is no depletion related to the oil and gas property as of April 30, 2023, as the Company does not currently have production and the acquired property is not subject to amortization as of that date. South Salinas Project On September 14, 2021, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Trio LLC to acquire an 82.75 Additional Working Interest SCHEDULE OF ASSETS ACQUISITION South Salinas Project Cash $ 300,000 Note Payable – Related Party (Note 6 and Note 8) 3,700,000 Common shares issued ( 4.9 0.70 3,438,544 Total consideration $ 7,438,544 The fair value of the consideration transferred was allocated to the acquired oil and natural gas properties (which includes asset retirement costs), advance to operators and ARO liabilities as follows: SCHEDULE OF FAIR VALUE OF ASSET ACQUISITION South Salinas Project Acquired unproved oil and gas properties $ 5,583,720 Advance to operators 1,900,000 Assumed ARO liabilities (45,176 ) Total consideration $ 7,438,544 At the time of the acquisition, this share issuance constituted 45 The third-party calculation of the consideration paid for the transaction was $ 7,438,544 5,583,720 1,900,000 45,176 300,000 3,623,770 76,230 4.9 0.70 As of April 30, 2023 and October 31, 2022, there were no proved reserves attributable to the acreage. The Company accounted for the purchase as an asset acquisition, as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – Business Combinations Additional Working Interest In April 2023, the Company paid Trio LLC approximately $ 60,000 3.026471 Optioned Assets On December 22, 2022, the Company and Trio LLC entered into the Fourth Amendment to the PSA. Per the terms of the Fourth Amendment, the Company was granted a 120-day option (commencing on January 1, 2023) to acquire any or all of the following three assets currently owned in part by Trio LLC (the “Optioned Assets”). The price for this option was $ 150,000 ● The Hangman Hollow Field asset with an option to acquire Trio LLC’s 44 ● The Kern Front Field asset with an option to acquire Trio LLC’s 22 ● The Union Ave Field with an option to acquire Trio LLC’s 20 The Optioned Assets are all located in California; in order evaluate the Optioned Assets, the Company has engaged KLS Petroleum Consulting, LLC to do a detailed analyses and estimations of the oil and gas reserves and of the fair market values of each of these three assets. After such analysis is completed, the Company will determine its interest in acquiring any or all of the Optioned Assets. Trio LLC retains the right to sell their interest in any of the three Optioned Assets, and in the event they do so, the Option Fee will be credited against the purchase price of the remaining Optioned Assets. On May 12, 2023, the Company announced the signing of an Acquisition Agreement to potentially acquire up to 100 20 80 | NOTE 4 – OIL AND NATURAL GAS PROPERTIES The following tables summarize the Company’s oil and gas activities. SCHEDULE OF OIL AND NATURAL GAS PROPERTIES As of As of October 31, 2022 2021 Oil and gas properties – not subject to amortization $ 5,836,232 $ 5,583,720 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 5,836,232 $ 5,583,720 During the years ended October 31, 2022, the Company incurred aggregated exploration costs of $ 28,669 38,763 As of October 31, 2022, the Company holds two leases related to the unproved properties of the SSP (see Note 5, Note 6). On May 27, 2022, the Company entered into an Amendment to one of the lease agreements, which provides for an extension of the current force majeure status for an additional, uncontested twelve months, during which the Company will be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $ 252,512 The Company did not record any impairment to the oil and gas property for the years ended October 31, 2022 and 2021, as all capitalized costs represent costs to acquire unproved property leases pending further development on the balance sheet. There is no depletion related to the oil and gas property as of October 31, 2022, as the Company does not currently have production and the acquired property is not subject to amortization as of October 31, 2022. South Salinas Project On September 14, 2021, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Trio LLC to acquire an 82.75 SCHEDULE OF ASSETS ACQUISITION South Salinas Project Cash $ 300,000 Note Payable – Related Party (Note 5 and Note 8) 3,700,000 Common shares issued ( 4.9 0.70 3,438,544 Total consideration $ 7,438,544 The fair value of the consideration transferred was allocated to the acquired oil and natural gas properties (which includes asset retirement costs), advance to operators and ARO liabilities as follows: SCHEDULE OF FAIR VALUE OF ASSET ACQUISITION South Salinas Project Acquired unproved oil and gas properties $ 5,583,720 Advance to operators 1,900,000 Assumed ARO liabilities (45,176 ) Total consideration $ 7,438,544 At the time of the acquisition, this share issuance constituted 45 29 45 As of October 31, 2022 and 2021, there were no proved reserves attributable to the acreage. The Company accounted for the purchase as an asset acquisition, as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – Business Combinations The third-party calculation of the consideration paid for the transaction was $ 7,438,544 5,583,720 1,900,000 45,176 300,000 3,623,770 76,230 4.9 0.70 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS Notes Payable – Related Party On September 14, 2021, the Company entered into a note payable with Trio LLC as part of the agreement for the purchase of an 82.75 780,000 1,032,512 1,032,512 0 1,025,497 7,015 1,032,512 2,920,000 0 7,015 15,215 80,136 Restricted Stock Units (“RSUs”) issued to Directors On July 11, 2022, the Company issued 60,000 0.0001 0.29 88,200 5,799 5,799 82,401 Restricted Shares issued to Executives In February 2022, the Company entered into employee agreements with Mr. Frank Ingriselli (Chief Executive Officer or “CEO”) and Mr. Greg Overholtzer (Chief Financial Officer or “CFO”) which, among other things, provided for the grant of restricted shares in the amounts of 1,000,000 100,000 25 0.294 1,100,000 323,400 39,428 80,185 237,012 | NOTE 5 – RELATED PARTY TRANSACTIONS Related Party Note Payable On September 14, 2021, the Company entered into a related party note payable with Trio LLC as part of the agreement for the purchase of an 82.75 780,000 1,032,512 1,032,512 1,025,497 7,015 3,661,885 38,115 2,920,000 0 120,337 38,115 Restricted Stock Units (“RSUs”) issued to Directors On July 11, 2022, the Company issued 60,000 0.0001 300,000 As of October 31, 2022, as the IPO has not been finalized, no shares have vested and no stock-based compensation has been recognized. Restricted Shares issued to Executives In February 2022, the Company entered into employee agreements with Mr. Frank Ingriselli (Chief Executive Officer or “CEO”) and Mr. Greg Overholtzer (Chief Financial Officer or “CFO”) which, among other things, provided for the grant of restricted shares in the amounts of 1,000,000 100,000 25 0.294 1,100,000 323,400 6,202 317,198 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company. Unproved Property Leases As of April 30, 2023, the Company holds various leases related to the unproved properties of the SSP. Two of the leases are held with the same lessor. The first of the aforementioned covers 8,417 252,512 The second of the aforementioned covers 160 30 During February and March of 2023, the Company entered into additional leases related to the unproved properties of the SSP with two groups of lessors. The first group of leases covers 360 20 25 307.75 20 30 As of April 30, 2023, the Company assessed the unproved properties of the SSP and those adjacent to it for impairment, analyzing future drilling plans, leasehold expiration and the existence of any known dry holes in the area. Management concluded there is no impairment allowance required as of the balance sheet date. Board of Directors Compensation On July 11, 2022, the Company’s Board of Directors approved compensation for each of the non-employee directors of the Company as follows: an annual retainer of $ 50,000 10,000 Agreements with Advisors On July 28, 2022, the Company entered into an agreement with Spartan Capital Securities, LLC (“Spartan”) whereby Spartan will serve as the exclusive agent, advisor or underwriter in any offering of securities of the Company for the term of the agreement, which is one year. The agreement provides for a $ 25,000 non-refundable advance upon execution of the agreement and completion of a bridge offering to be credited against the accountable expenses incurred by Spartan upon successful completion of the IPO, a cash fee or an underwriter discount of 7.5% of the aggregate proceeds raised in the IPO, warrants to purchase a number of common shares equal to 5% of the aggregate number of common shares placed in the IPO, an expense allowance of up to $ 150,000 On April 20, 2023, pursuant to the agreement above, the Company issued representative warrants to Spartan to purchase up to an aggregate of 100,000 five years April 17, 2028 3.30 110 Trio LLC – Monthly Consulting Fee Pursuant to the Fourth Amendment to the PSA, the Company agreed, retroactively commencing on May 1, 2022, to accrue a monthly consulting fee of $ 35,000 420,000 | NOTE 6 – COMMITMENTS AND CONTINGENCIES From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company. Unproved Property Leases As of October 31, 2022, the Company holds two leases related to the unproved properties of the SSP. Both leases are held with the same lessor and are currently valid. The first lease covers 8,417 98 252,512 The second lease covers 160 2 30 As of October 31, 2022, the Company assessed the unproved properties of the SSP for impairment, analyzing future drilling plans, leasehold expiration and the existence of any known dry holes in the area. Management concluded there is no impairment allowance required as of the balance sheet date. Securities Purchase Agreement with Investors On January 28, 2022, the Company entered into a SPA with GenCap (see Note 3 and Note 8), pursuant to which (i) in exchange for $ 4,500,000 4,500,000 50 The Notes have a maturity date of the earlier of January 28, 2023 or the IPO and bear interest at a rate of 8 15 i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of common stock on the trading day following the date of the IPO multiplied by the discount of 50%. 9,000,000 125 The commitment shares are to be issued upon the date of the IPO. The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 Pursuant to the terms of the SPA with GenCap, the Company issued warrants to purchase Common Stock to the GenCap Investors (the “GenCap Warrants”). The GenCap Warrants are exercisable into up to 50 4,500,000 50 2,250,000 See Note 10 for further information regarding this SPA. Board of Directors Compensation On July 11, 2022, the Company’s Board of Directors approved compensation for each of the non-employee directors of the Company as follows: an annual retainer of $ 50,000 10,000 Agreement with Advisors On July 28, 2022, the Company entered into an agreement with Spartan Capital Securities, LLC (“Spartan”) whereby Spartan will serve as the exclusive agent, advisor or underwriter in any offering of securities of the Company for the term of the agreement, which is one year. The agreement provides for a $ 25,000 refundable advance (which will be reimbursed to the Company to the extent not actually incurred, regardless of the termination of the offering (see FINRA Rule 5110(g)(4)(A)) upon execution of the agreement and completion of a bridge offering to be credited against the accountable expenses incurred by Spartan upon successful completion of the IPO, a cash fee or an underwriter discount of 7.5% of the aggregate proceeds raised in the IPO, warrants to purchase a number of common shares equal to 5% of the aggregate number of common shares placed in the IPO, an expense allowance of up to $ 150,000 2022 Equity Incentive Plan On October 17, 2022, the Company adopted and approved the 2022 Equity Incentive Plan (“the Plan”). Under the Plan, the Company may (a) grant options to purchase common stock and (b) offer to sell and issue restricted shares of common stock (collectively, “Awards”) to selected employees, officers, directors and consultants of the Company as an incentive to such eligible persons in order to attract and retain highly competent persons as directors, officers, key employees, consultants and independent contractors by providing them opportunities to acquire shares of common stock of the Company. The Company has reserved 4,000,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. Significant components of the Company’s deferred tax assets are summarized below. SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS As of As of October 31, 2022 2021 Deferred tax assets: $ - $ - Net operating loss carry forwards 797,000 21,000 Total deferred tax asset 797,000 21,000 Valuation allowance (797,000 ) (21,000 ) Net deferred tax assets $ - $ - As of October 31, 2022 and 2021, the Company had approximately $ 797,000 21,000 The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by the Company’s management to be less likely than not. The valuation allowance increased $ 776,000 21,000 A reconciliation of the statutory federal income tax benefit to actual tax benefit is as follows: SCHEDULE OF RECONCILIATION OF THE STATUTORY FEDERAL INCOME TAX BENEFIT As of As of October 31, 2022 2021 Federal statutory blended income tax rates 21 % 21 % State statutory income tax rate, net of federal benefit 4 % 4 % Change in valuation allowance 25 % 25 % Other - - Effective tax rate - - As of the date of this filing, the Company has not filed its 2022 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. The Act was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35 21 21 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes payable as of April 30, 2023 and October 31, 2022 consisted of the following: SCHEDULE OF NOTES PAYABLE As of As of 2023 2022 Notes payable – related party, net of discount $ - $ 1,025,497 Notes payable – investors, net of discounts - 4,137,720 Bridge Note, net of discounts - 265,719 Total Notes payable $ - $ 5,428,936 Notes Payable – Related Party On September 14, 2021, the Company entered into a related party note payable with Trio LLC as part of the agreement for the purchase of an 82.75 780,000 1,032,512 1,032,512 0 1,025,497 7,015 1,032,512 2,920,000 0 7,015 15,215 80,136 Notes Payable – Investors On January 28, 2022, the Company entered into a SPA with GPL (see Note 3 and Note 7), pursuant to which (i) in exchange for $ 4,500,000 4,420,000 80,000 4,500,000 50 4,500,000 0.29 1,322,933 An extension to the SPA was signed during March 2023 that extended the maturity date to April 30, 2023. The note bore interest of 8 15 i) the IPO price multiplied by the discount of 50% or ii) the opening price of the common stock on the trading day following the date of the IPO multiplied by the discount of 50% 5,038,902 5,164,875 The commitment shares were issued upon the completion of the IPO. The number of commitment shares to be issued was 375,000 1,125,000 25 The warrants issued per the SPA are exercisable into up to 50 4,500,000 50 2,250,000 994,091 3 years 92 50 505,000 Upon consummation of its IPO, the Company converted the aggregate outstanding principal and accrued interest balances of $ 4,500,000 664,875 5,038,902 5,164,875 2.05 375,000 4,500,000 3.00 0 4,137,720 144,375 144,375 675,405 313,125 464,773 90,000 480,265 93,000 Bridge Note During September 2022, the Company entered into an agreement or bridge note (“Bridge Note”) with three investors; the Bridge Note includes original issue discount senior notes (“Notes”) with gross proceeds of $ 444,000 10 44,000 70,438 329,562 equal to 100% of the original principal amount of the Notes 0.01 8 15 The Company also issued pre-funded warrants in connection with the Bridge Note to purchase a number of shares equal to the number of dollars of the Notes, or 400,000 0.01 70,438 Upon consummation of its IPO, the Company repaid the Bridge Note in the amount of $ 440,000 0 265,719 59,574 174,281 | NOTE 8 – NOTES PAYABLE Notes payable as of October 31, 2022 and 2021, consisted of the following: SCHEDULE OF NOTES PAYABLE As of As of October 31, 2022 2021 Notes payable – related party, net of discount $ 1,025,497 $ 3,661,885 Notes payable – investors, net of discounts 4,137,720 - Bridge Note, net of discounts 265,719 - Total Notes payable $ 5,428,936 $ 3,661,885 Notes Payable – Related Party On September 14, 2021, the Company entered into a related party note payable with Trio LLC as part of the agreement for the purchase of an 82.75 780,000 1,032,512 1,032,512 1,025,497 7,015 2,920,000 120,337 3,661,885 38,115 38,115 Notes Payable - Investors On January 28, 2022, the Company entered into a SPA with GenCap (see Note 3 and Note 6), pursuant to which (i) in exchange for $ 4,500,000 4,420,000 80,000 4,500,000 50 4,500,000 0.29 1,322,933 The Notes have a maturity date of the earlier of January 28, 2023 or the IPO and bear interest at a rate of 8 15 i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of common stock on the trading day following the date of the IPO multiplied by the discount of 50% 9,000,000 125 The commitment shares are to be issued upon the date of the IPO. The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 The warrants issued per the SPA are exercisable into up to 50 4,500,000 50 2,250,000 994,091 3 years 92 50 The Company also incurred debt issuance costs of $ 505,000 As of October 31, 2022, the balance of the Notes payable was $ 4,137,720 1,136,811 See Note 10 for further information regarding this SPA. Bridge Note During September 2022, the Company entered into an agreement or bridge note (“Bridge Note”) with three investors; the Bridge Note includes original issue discount senior notes (“Notes”) with gross proceeds of $ 444,000 10 44,000 70,438 329,562 equal to 100% of the original principal amount of the Notes 0.01 8 15 The Company also issued pre-funded warrants in connection with the Bridge Note to purchase a number of shares equal to the number of dollars of the Notes at an exercise price of $ 0.01 114,883 5 98 3.75 0.01 The Company also incurred debt issuance costs of $ 70,438 265,719 51,040 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Shares On October 17, 2022, the Company issued 1,100,000 0.29 1,100,000 323,400 40,757 276,441 In December 2022, the Company entered into subscription agreements with two accredited investors for the aggregate issuance of 400,000 400,000 0.0001 1.00 The registration statement for the Company’s IPO was declared effective on April 17, 2023. The Offering closed on April 20, 2023, and the Company sold 2,000,000 3.00 6,000,000 On April 20, 2023, the Company issued 12,500 2.00 25,000 Warrants In January 2022, the Company entered into a SPA with GPL, which has warrants attached that are exercisable into up to 50 994,091 3 92 50 In December 2022, the Company entered into subscription agreements with two accredited investors for the aggregate issuance of 400,000 The Company also issued warrants to purchase 100,000 3.30 110 A summary of the warrant activity during the quarter ended April 30, 2023 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Weighted Weighted Intrinsic Outstanding, January 31, 2023 400,000 $ 1.50 1.9 $ - Issued 3,019,451 0.97 3.3 - Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, April 30, 2023 3,419,451 $ 1.03 3.1 $ - Exercisable, April 30, 2023 3,419,451 $ 1.03 3.1 - A summary of outstanding and exercisable warrants as of April 30, 2023 is presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 0.01 400,000 5.0 400,000 $ 1.50 400,000 1.6 400,000 $ 3.30 100,000 5.0 100,000 $ 1.03 2,519,451 3.0 2,519,451 3,419,451 3.1 3,419,451 | NOTE 9 – STOCKHOLDERS’ EQUITY Common Shares The Company is authorized to issue an aggregate of 500,000,000 shares. The authorized capital stock is divided into: (i) 490,000,000 0.0001 10,000,000 0.0001 As of October 31, 2022, the Company has issued 5,530,000 10 On September 14, 2021, the Company issued 4,900,000 0.70 During September 2021, the Company sold 577,800 1.00 577,800 Beginning in October 2021, the Company entered into various subscription agreements in connection with a private offering of shares of the Company’s common stock at a price of $ 2.00 65,000 130,000 10,000 On April 28, 2022, the Company issued 4,500,000 0.0001 0.29 1,322,933 On July 11, 2022, the Company issued 60,000 0.0001 300,000 0.29 88,200 On October 17, 2022, the Company issued 1,100,000 0.29 1,100,000 323,400 6,202 317,198 Warrants In January 2022, the Company entered into a SPA with GenCap, which has warrants attached that are exercisable into up to 50 994,091 3 92 50 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC 855 – Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued, the Company has evaluated all events and transactions that occurred after April 30, 2023, through the date the condensed financial statements are available for issuance. Share Issuance In May 2023, the Company issued 25,000 | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC 855 - Subsequent Events Fourth Amendment to the PSA In December 2022, the Company and Trio LLC entered into the Fourth Amendment to the Purchase and Sale Agreement (the “Fourth Amendment”) related to the acquisition of the SSP (see Note 1). The Fourth Amendment provides for the following: ● The Company was granted a 120-day option (commencing on January 1, 2023) to acquire any or all of three assets currently owned in part by Trio LLC. These potential assets are all located in California and will be evaluated by KLS Petroleum Consulting LLC for a detailed analyses and estimations of the oil and gas reserves and of the fair market values of each of these assets. ● The Company has agreed to pay $ 60,529 3.026471 ● The Company agreed to start the process of pursuing and consummating additional lease acquisitions in the areas within and around the South Salinas Project Area; such acquisitions shall be for an aggregate purchase price not to exceed $ 100,000 ● The Company authorized Trio LLC to engage the services of a contractor to do road access work and dirt-moving work (estimated to cost approximately $ 80,000 ● The Company agreed to finalize seven employment agreements covering certain of the Company’s post-IPO officers and staff; the proposed terms, salaries and certain other important provisions of each of these agreements have been submitted to and are currently being considered and reviewed by the Company’s Compensation Committee. ● The Company agreed, commencing May 1, 2022, to accrue a monthly consulting fee of $ 35,000 ● The Company’s due date for its final payment of $ 1,032,512 On February 24, 2023, the Company and Trio LLC entered into a due date extension letter, extending the due date for its final payment to Trio LLC from March 1, 2023 until April 1, 2023. Common Stock and Warrant Offering In December 2022, the Company entered into subscription agreements with two accredited investors for the aggregate issuance of 400,000 400,000 0.0001 1.00 Amendment to the SPA On January 23, 2023, the Company entered into an amendment to the SPA (see Note 2, Note 3, Note 6, Note 8 and Note 9), which initially changed the maturity date from January 28, 2023 to February 28, 2023 and again from February 28, 2023 to March 28, 2023. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Apr. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 4 – INITIAL PUBLIC OFFERING The registration statement for the Company’s IPO was declared effective on April 17, 2023. The Offering closed on April 20, 2023, and the Company sold 2,000,000 3.00 6,000,000 4,940,000 100,000 3.30 110 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Amounts presented in the condensed balance sheet as of October 31, 2022 are derived from our audited financial statements as of that date. The unaudited condensed financial statements as of and for the three and six month periods ended April 30, 2023 and 2022 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission(“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Registration Statement (Amendment No 9) on Form S-1/A filed with the SEC on March 24, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements Subsequent to the filing of the Company’s Draft Registration Statement filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022, which included the Company’s financial statements for the period ended October 31, 2021, and subsequent to the filing of the Company’s Form S-1 with the SEC on September 12, 2022, which included the Company’s financial statements for the periods ended April 30, 2022 and October 31, 2021, the Company identified an error in presentation within the Condensed Balance Sheets for these periods. The Company presented Oil and gas properties – not subject to amortization of $ 7,483,720 1,900,000 SCHEDULE OF REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Balance Sheet as of April 30, 2022 (unaudited) As Previously Reported in the Original Filing Adjustment As Revised Oil and gas properties - not subject to amortization $ 7,483,720 $ (1,900,000 ) $ 5,583,720 Advance to operators - $ 1,900,000 $ 1,900,000 Balance Sheet as of October 31, 2021 (audited) As Previously Reported in the Original Filing Adjustment As Revised Oil and gas properties - not subject to amortization $ 7,483,720 $ (1,900,000 ) $ 5,583,720 Advance to operators - $ 1,900,000 $ 1,900,000 | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no |
Prepaid Expenses | Prepaid Expenses Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months. | Prepaid Expenses Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the planned Initial Public Offering (“IPO”) (see Note 4). As of April 30, 2023 and October 31, 2022, offering costs in the aggregate of $ 0 1,643,881 | Deferred Offering Costs Deferred offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the planned Initial Public Offering (“IPO”) (see Note 3). As of October 31, 2022 and 2021, offering costs in the aggregate of $ 1,643,881 190,298 |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. | Debt Issuance Costs Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. |
Oil and Gas Assets and Exploration Costs – Successful Efforts | Oil and Gas Assets and Exploration Costs – Successful Efforts The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed. Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. As of April 30, 2023 and October 31, 2022, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization. | Oil and Gas Assets and Exploration Costs – Successful Efforts The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed. Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. As of October 31, 2022 and 2021, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization. |
Unproved oil and natural gas properties | Unproved oil and natural gas properties Unproved oil and natural gas properties consist of costs incurred to acquire unproved leases. Unproved lease acquisition costs are capitalized until the lease expires or when the Company specifically identifies a lease that will revert to the lessor, at which time it charges the associated unproved lease acquisition costs to exploration costs. Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. All of the Company’s natural gas properties were classified as unproved as of April 30, 2023 and October 31, 2022; see further discussion in Note 5. | Unproved oil and natural gas properties Unproved oil and natural gas properties costs incurred to acquire unproved leases. Unproved lease acquisition costs are capitalized until the lease expires or when the Company specifically identifies a lease that will revert to the lessor, at which time it charges the associated unproved lease acquisition costs to exploration costs. Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. All of the Company’s natural gas properties were classified as unproved as of October 31, 2022 and 2021. See further discussion in Note 4. |
Impairment of Other Long-lived Assets | Impairment of Other Long-lived Assets The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties . As of April 30, 2023 and October 31, 2022, the Company had no | Impairment of Other Long-lived Assets The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties . As of October 31, 2022 and 2021, the Company had no |
Asset Retirement Obligations | Asset Retirement Obligations ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the SSP acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. Components of the changes in ARO are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2022 $ 48,313 Accretion expense 1,389 ARO, ending balance – April 30, 2023 49,702 Less: ARO – current 2,778 ARO, net of current portion $ 46,924 | Asset Retirement Obligations ARO consist of future plugging and abandonment expenses on oil and natural gas properties. In connection with the SSP acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. Components of the changes in ARO are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2021 $ 45,535 Accretion expense 2,778 ARO, ending balance – October 31, 2022 48,313 Less: ARO – current 2,778 ARO, net of current portion $ 45,535 |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021, the Company acquired an 82.75 85.75 4.9 45 1 29 | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions with related parties are recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. On September 14, 2021, the Company acquired an 82.75 4.9 45 29 45 |
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, including tax loss and credit carry forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception. | 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, including tax loss and credit carry forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception. |
Fair Value Measurements | Fair Value Measurements The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment. The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation. The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs. If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, | Fair Value Measurements The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment. The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation. The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs. If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, warrants and convertible notes, if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive (see Note 9): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of As of April 30, 2023 2022 Warrants (Note 7, Note 8) 1,852,752 (4) 7,811,224 (1) Convertible Notes (Note 7, Note 8) - 31,244,898 (2) Commitment Shares (Note 7, Note 8) - 3,826,531 (3) Total potentially dilutive securities 1,852,752 42,882,653 (1) Balance includes warrants issued per the Securities Purchase Agreement (“SPA”) with GPL Ventures, LLC (“GPL”), which are exercisable into up to 50 2,519,452 50 5,038,902 1.03 ( 2) Upon IPO, the debt will convert into a variable number of shares; the number of conversion shares is equal to the outstanding principal amount divided by the conversion price, which is equal to the lesser of a) the IPO price or b) the opening price of the common stock on the first trading day after the IPO multiplied by the discount of 50 5,038,902 2.05 50 (3) The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 375,000 3.00 1,125,000 (4) 3,419,451 | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, warrants and convertible notes, if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive (see Note 9): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of As of 2022 2021 Warrants (Note 6, Note 8) (1) 1,093,107 - Convertible Notes (Note 6, Note 8) (2) 2,772,429 - Commitment Shares (Note 6, Note 8) (3) 321,429 - Stock Options (Note 5, Note 9) (4) 1,400,000 - Total potentially dilutive securities 5,586,965 - (1) Balance includes i) warrants issued per the SPA are exercisable into up to 50 (2) Upon IPO, the debt will convert into a fixed dollar amount of $ 9,000,000 50 (3) The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 (4) Balance consists of 300,000 1,100,000 |
Environmental Expenditures | Environmental Expenditures The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. | Environmental Expenditures The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. | Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Subsequent Events | Subsequent Events The Company evaluated all events and transactions that occurred after April 30, 2023 through the date of the filing of this report. See Note 10 - Subsequent Events for such events and transactions. | Subsequent Events The Company, in accordance with ASC 855 - Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | SCHEDULE OF REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Balance Sheet as of April 30, 2022 (unaudited) As Previously Reported in the Original Filing Adjustment As Revised Oil and gas properties - not subject to amortization $ 7,483,720 $ (1,900,000 ) $ 5,583,720 Advance to operators - $ 1,900,000 $ 1,900,000 Balance Sheet as of October 31, 2021 (audited) As Previously Reported in the Original Filing Adjustment As Revised Oil and gas properties - not subject to amortization $ 7,483,720 $ (1,900,000 ) $ 5,583,720 Advance to operators - $ 1,900,000 $ 1,900,000 | |
SCHEDULE OF COMPONENTS OF CHANGES IN ARO | Components of the changes in ARO are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2022 $ 48,313 Accretion expense 1,389 ARO, ending balance – April 30, 2023 49,702 Less: ARO – current 2,778 ARO, net of current portion $ 46,924 | Components of the changes in ARO are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2021 $ 45,535 Accretion expense 2,778 ARO, ending balance – October 31, 2022 48,313 Less: ARO – current 2,778 ARO, net of current portion $ 45,535 |
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive (see Note 9): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of As of April 30, 2023 2022 Warrants (Note 7, Note 8) 1,852,752 (4) 7,811,224 (1) Convertible Notes (Note 7, Note 8) - 31,244,898 (2) Commitment Shares (Note 7, Note 8) - 3,826,531 (3) Total potentially dilutive securities 1,852,752 42,882,653 (1) Balance includes warrants issued per the Securities Purchase Agreement (“SPA”) with GPL Ventures, LLC (“GPL”), which are exercisable into up to 50 2,519,452 50 5,038,902 1.03 ( 2) Upon IPO, the debt will convert into a variable number of shares; the number of conversion shares is equal to the outstanding principal amount divided by the conversion price, which is equal to the lesser of a) the IPO price or b) the opening price of the common stock on the first trading day after the IPO multiplied by the discount of 50 5,038,902 2.05 50 (3) The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 375,000 3.00 1,125,000 (4) 3,419,451 | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive (see Note 9): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of As of 2022 2021 Warrants (Note 6, Note 8) (1) 1,093,107 - Convertible Notes (Note 6, Note 8) (2) 2,772,429 - Commitment Shares (Note 6, Note 8) (3) 321,429 - Stock Options (Note 5, Note 9) (4) 1,400,000 - Total potentially dilutive securities 5,586,965 - (1) Balance includes i) warrants issued per the SPA are exercisable into up to 50 (2) Upon IPO, the debt will convert into a fixed dollar amount of $ 9,000,000 50 (3) The number of commitment shares to be issued is a variable number of shares for a fixed total dollar amount of $ 1,125,000 25 (4) Balance consists of 300,000 1,100,000 |
OIL AND NATURAL GAS PROPERTIES
OIL AND NATURAL GAS PROPERTIES (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF OIL AND NATURAL GAS PROPERTIES | The following tables summarize the Company’s oil and gas activities. SCHEDULE OF OIL AND NATURAL GAS PROPERTIES As of As of 2022 2022 Oil and gas properties – not subject to amortization $ 7,341,252 $ 5,836,232 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 7,341,252 $ 5,836,232 | The following tables summarize the Company’s oil and gas activities. SCHEDULE OF OIL AND NATURAL GAS PROPERTIES As of As of October 31, 2022 2021 Oil and gas properties – not subject to amortization $ 5,836,232 $ 5,583,720 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 5,836,232 $ 5,583,720 |
SCHEDULE OF ASSETS ACQUISITION | SCHEDULE OF ASSETS ACQUISITION South Salinas Project Cash $ 300,000 Note Payable – Related Party (Note 6 and Note 8) 3,700,000 Common shares issued ( 4.9 0.70 3,438,544 Total consideration $ 7,438,544 | SCHEDULE OF ASSETS ACQUISITION South Salinas Project Cash $ 300,000 Note Payable – Related Party (Note 5 and Note 8) 3,700,000 Common shares issued ( 4.9 0.70 3,438,544 Total consideration $ 7,438,544 |
SCHEDULE OF FAIR VALUE OF ASSET ACQUISITION | SCHEDULE OF FAIR VALUE OF ASSET ACQUISITION South Salinas Project Acquired unproved oil and gas properties $ 5,583,720 Advance to operators 1,900,000 Assumed ARO liabilities (45,176 ) Total consideration $ 7,438,544 | SCHEDULE OF FAIR VALUE OF ASSET ACQUISITION South Salinas Project Acquired unproved oil and gas properties $ 5,583,720 Advance to operators 1,900,000 Assumed ARO liabilities (45,176 ) Total consideration $ 7,438,544 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS | Significant components of the Company’s deferred tax assets are summarized below. SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS As of As of October 31, 2022 2021 Deferred tax assets: $ - $ - Net operating loss carry forwards 797,000 21,000 Total deferred tax asset 797,000 21,000 Valuation allowance (797,000 ) (21,000 ) Net deferred tax assets $ - $ - |
SCHEDULE OF RECONCILIATION OF THE STATUTORY FEDERAL INCOME TAX BENEFIT | A reconciliation of the statutory federal income tax benefit to actual tax benefit is as follows: SCHEDULE OF RECONCILIATION OF THE STATUTORY FEDERAL INCOME TAX BENEFIT As of As of October 31, 2022 2021 Federal statutory blended income tax rates 21 % 21 % State statutory income tax rate, net of federal benefit 4 % 4 % Change in valuation allowance 25 % 25 % Other - - Effective tax rate - - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Oct. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF NOTES PAYABLE | Notes payable as of April 30, 2023 and October 31, 2022 consisted of the following: SCHEDULE OF NOTES PAYABLE As of As of 2023 2022 Notes payable – related party, net of discount $ - $ 1,025,497 Notes payable – investors, net of discounts - 4,137,720 Bridge Note, net of discounts - 265,719 Total Notes payable $ - $ 5,428,936 | Notes payable as of October 31, 2022 and 2021, consisted of the following: SCHEDULE OF NOTES PAYABLE As of As of October 31, 2022 2021 Notes payable – related party, net of discount $ 1,025,497 $ 3,661,885 Notes payable – investors, net of discounts 4,137,720 - Bridge Note, net of discounts 265,719 - Total Notes payable $ 5,428,936 $ 3,661,885 |
INITIAL PUBLIC OFFERING (Tables
INITIAL PUBLIC OFFERING (Tables) | 6 Months Ended |
Apr. 30, 2023 | |
Initial Public Offering | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity during the quarter ended April 30, 2023 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Weighted Weighted Intrinsic Outstanding, January 31, 2023 400,000 $ 1.50 1.9 $ - Issued 3,019,451 0.97 3.3 - Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, April 30, 2023 3,419,451 $ 1.03 3.1 $ - Exercisable, April 30, 2023 3,419,451 $ 1.03 3.1 - |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | A summary of outstanding and exercisable warrants as of April 30, 2023 is presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 0.01 400,000 5.0 400,000 $ 1.50 400,000 1.6 400,000 $ 3.30 100,000 5.0 100,000 $ 1.03 2,519,451 3.0 2,519,451 3,419,451 3.1 3,419,451 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) | Apr. 20, 2023 USD ($) shares | Dec. 17, 2021 USD ($) $ / shares shares | Sep. 14, 2021 USD ($) shares | Apr. 30, 2023 ft² $ / shares | Oct. 31, 2022 ft² $ / shares | Oct. 31, 2021 ft² $ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments to acquire businesses net of cash acquired | $ 5,583,720 | |||||
Number of shares issued | shares | 4,900,000 | |||||
Common stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares sold | shares | 2,000,000 | |||||
Gross proceeds from sale of shares | $ 6,000,000 | |||||
South Salinas Project [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments to acquire businesses net of cash acquired | $ 5,583,720 | |||||
Business acquisition percentage | 82.75% | |||||
Trio LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Business acquisition percentage. | 45% | 1% | 29% | 45% | ||
Number of shares issued | shares | 4,900,000 | |||||
Trio LLC [Member] | South Salinas Project [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Business acquisition percentage | 82.75% | |||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments to acquire businesses net of cash acquired | $ 300,000 | |||||
Non interest bearing notes payable | $ 3,700,000 | |||||
Number of shares issued | shares | 4,900,000 | |||||
Common stock price per share | $ / shares | $ 0.0001 | |||||
Acres of property | ft² | 9,300 | 9,300 | ||||
Working interest percentage | 3% | |||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | South Salinas Project [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Business acquisition percentage. | 82.50% | |||||
Business acquisition percentage | 82.75% | |||||
Purchase And Sale Agreements [Member] | Trio LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acres of property | ft² | 9,267 | 9,267 |
SCHEDULE OF REVISION OF PREVIOU
SCHEDULE OF REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 |
Oil and gas properties - not subject to amortization | $ 7,341,252 | $ 5,836,232 | $ 5,583,720 | $ 5,583,720 |
Advance to operators | $ 1,365,148 | $ 1,900,000 | 1,900,000 | 1,900,000 |
Previously Reported [Member] | ||||
Oil and gas properties - not subject to amortization | 7,483,720 | 7,483,720 | ||
Advance to operators | ||||
Revision of Prior Period, Adjustment [Member] | ||||
Oil and gas properties - not subject to amortization | (1,900,000) | (1,900,000) | ||
Advance to operators | $ 1,900,000 | $ 1,900,000 |
SCHEDULE OF COMPONENTS OF CHANG
SCHEDULE OF COMPONENTS OF CHANGES IN ARO (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | ||||||
ARO, beginning balance | $ 48,313 | $ 45,535 | $ 45,535 | |||
Accretion expense | $ 694 | $ 694 | $ 359 | 1,389 | $ 1,389 | 2,778 |
ARO, ending balance | 49,702 | 45,535 | 49,702 | 48,313 | ||
Less: ARO - current | 2,778 | 2,778 | 2,778 | |||
ARO, net of current portion | $ 46,924 | $ 42,757 | $ 46,924 | $ 45,535 |
SCHEDULE OF WEIGHTED AVERAGE CO
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Total potentially dilutive securities | 1,852,752 | 42,882,653 | 5,586,965 | ||||||
Warrant [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Total potentially dilutive securities | [1] | 1,852,752 | [2] | 7,811,224 | [3] | 1,093,107 | [1] | ||
Convertible Notes [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Total potentially dilutive securities | [4] | 31,244,898 | [5] | 2,772,429 | [4] | ||||
Commitment Shares [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Total potentially dilutive securities | [6] | 3,826,531 | [7] | 321,429 | [6] | ||||
Equity Option [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Total potentially dilutive securities | [8] | 1,400,000 | |||||||
[1]Balance includes i) warrants issued per the SPA are exercisable into up to 50 50 2,519,452 50 5,038,902 1.03 9,000,000 50 50 5,038,902 2.05 50 1,125,000 25 1,125,000 25 375,000 3.00 1,125,000 Balance consists of 300,000 1,100,000 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2023 | Oct. 31, 2022 | Jul. 11, 2022 | Sep. 14, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Dilutive shares outstanding | 3,419,451 | |||
Share Price | $ 0.70 | |||
Director [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Dilutive shares outstanding | 300,000 | |||
Share Price | $ 0.29 | |||
Executive Officer [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Dilutive shares outstanding | 1,100,000 | |||
IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion of stock shares converted1 | 5,038,902 | 9,000,000 | ||
Warrant shares of outstanding percentage | 50% | 50% | ||
Commitment value | $ 1,125,000 | $ 1,125,000 | ||
Commitment shares issued percentage | 25% | 25% | ||
Class of warrant or right exercise price of warrants or rights | $ 2.05 | |||
Commitment shares | 375,000 | |||
Share Price | $ 3 | |||
Securities Purchase Agreement [Member] | GPL Ventures LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares of common stock exercisable percentage | 50% | 50% | ||
Securities Purchase Agreement [Member] | GPL Ventures LLC [Member] | IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion of stock shares converted1 | 5,038,902 | |||
Warrant shares of outstanding percentage | 50% | |||
Equity classified warrant shares outstanding | 2,519,452 | |||
Class of warrant or right exercise price of warrants or rights | $ 1.03 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 14, 2021 | Apr. 30, 2023 | Oct. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||||
Oil and gas property full cost method net | $ 7,341,252 | $ 5,836,232 | $ 5,583,720 | $ 5,583,720 | |
Advances to affiliate | 1,365,148 | 1,900,000 | 1,900,000 | 1,900,000 | |
Cash equivalents | 0 | 0 | 0 | ||
Deferred offering costs | 1,643,881 | 190,298 | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | ||
Stock Issued During Period, Shares, New Issues | 4,900,000 | ||||
South Salinas Project [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Business acquisition percentage. | 82.75% | ||||
Trio LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 4,900,000 | ||||
Business acquisition percentage. | 45% | 1% | 29% | 45% | |
Trio LLC [Member] | South Salinas Project [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Business acquisition percentage. | 82.75% | ||||
Trio LLC [Member] | South Salinas Project [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Business acquisition percentage. | 85.75% | ||||
Previously Reported [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Oil and gas property full cost method net | 7,483,720 | $ 7,483,720 | |||
Advances to affiliate |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 20, 2023 | Jan. 01, 2022 | Sep. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | |
Cash | $ 78,877 | $ 2,188,209 | $ 73,648 | ||||
Working capital | 1,133,147 | 6,602,004 | |||||
Notes payable | 1,032,512 | 2,920,000 | |||||
Proceeds from public offering | $ 4,940,000 | 6,000,000 | |||||
Gross proceeds | $ 4,420,000 | 4,820,000 | |||||
Accumulated deficit | $ 102,064 | 6,956,694 | 3,902,456 | ||||
Bridge Loan [Member] | |||||||
Gross proceeds | $ 444,000 | ||||||
Original issue discount, rate | 10% | ||||||
Original issue discount | $ 44,000 | ||||||
Original issue discount, description | equal to 100% of the original principal amount of the Notes | ||||||
Trio LLC [Member] | |||||||
Proceeds from public offering | $ 2,000,000 | ||||||
Maximum [Member] | |||||||
Warrant shares of outstanding percentage | 50% | ||||||
Maximum [Member] | Bridge Loan [Member] | |||||||
Original issue discount, rate | 15% | ||||||
Six Investors [Member] | |||||||
Conversion of stock shares converted1 | $ 4,500,000 | ||||||
Principal amount | $ 4,500,000 | ||||||
Three Investors [Member] | |||||||
Principal amount | $ 440,000 | ||||||
December 1, 2022 [Member] | |||||||
Notes payable | $ 3,700,000 |
SCHEDULE OF OIL AND NATURAL GAS
SCHEDULE OF OIL AND NATURAL GAS PROPERTIES (Details) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||||
Oil and gas properties – not subject to amortization | $ 7,341,252 | $ 5,836,232 | $ 5,583,720 | |
Accumulated impairment | ||||
Oil and gas properties – not subject to amortization, net | $ 7,341,252 | $ 5,836,232 | $ 5,583,720 | $ 5,583,720 |
SCHEDULE OF ASSETS ACQUISITION
SCHEDULE OF ASSETS ACQUISITION (Details) | Sep. 14, 2021 USD ($) $ / shares shares |
Restructuring Cost and Reserve [Line Items] | |
Cash | $ 300,000 |
Note Payable Related Party | 3,623,770 |
Total consideration | $ 7,438,544 |
Number of shares issued | shares | 4,900,000 |
Share price | $ / shares | $ 0.70 |
Trio LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Number of shares issued | shares | 4,900,000 |
Share price | $ / shares | $ 0.70 |
South Salinas Project [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Cash | $ 300,000 |
Common shares issued, value | 3,438,544 |
Total consideration | 7,438,544 |
South Salinas Project [Member] | Related Party [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Note Payable Related Party | $ 3,700,000 |
SCHEDULE OF ASSETS ACQUISITIO_2
SCHEDULE OF ASSETS ACQUISITION (Details) (Parenthetical) | Sep. 14, 2021 $ / shares shares |
Number of shares issued | shares | 4,900,000 |
Share price | $ / shares | $ 0.70 |
Trio LLC [Member] | |
Number of shares issued | shares | 4,900,000 |
Share price | $ / shares | $ 0.70 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSET ACQUISITION (Details) | Sep. 14, 2021 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Acquired unproved oil and gas properties | $ 5,583,720 |
Advance to operators | 1,900,000 |
Assumed ARO liabilities | (45,176) |
Total consideration | 7,438,544 |
South Salinas Project [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Acquired unproved oil and gas properties | 5,583,720 |
Advance to operators | 1,900,000 |
Assumed ARO liabilities | (45,176) |
Total consideration | $ 7,438,544 |
OIL AND NATURAL GAS PROPERTIE_2
OIL AND NATURAL GAS PROPERTIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2023 USD ($) a | Sep. 14, 2021 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) ft² | Apr. 30, 2023 USD ($) ft² | Apr. 30, 2022 USD ($) | Oct. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | May 12, 2023 | Dec. 22, 2022 USD ($) | May 27, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Exploration costs | $ 1,526,925 | $ 26,031 | $ 28,669 | $ 38,763 | ||||||
Lessor, Operating Lease, Payment to be Received | $ 252,512 | |||||||||
Consideration paid | $ 7,438,544 | |||||||||
Payments to acquire business | 5,583,720 | |||||||||
Cash paid for additional acquisition | 1,900,000 | |||||||||
Assumed ARO liabilities | 45,176 | |||||||||
Cash consideration | 300,000 | |||||||||
Related party note payable | 3,623,770 | |||||||||
Imputed interest | $ 76,230 | |||||||||
Number of shares issued | shares | 4,900,000 | |||||||||
Share price | $ / shares | $ 0.70 | |||||||||
Acquisition costs | $ 200,000 | |||||||||
Option fee | $ 150,000 | |||||||||
Group One [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Area of land | a | 360 | |||||||||
Lease term | 20 years | |||||||||
Payments for Rent | $ 25 | |||||||||
Advance rental payment | 11,000 | $ 11,000 | $ 11,000 | |||||||
Group Two [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Area of land | ft² | 307.75 | 307.75 | ||||||||
Lease term | 20 years | 20 years | ||||||||
Payments for Rent | $ 30 | |||||||||
Support Equipment and Facilities [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Exploration costs | $ 1,300,000 | |||||||||
Trio LLC [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Business acquisition percentage. | 45% | 1% | 1% | 29% | 45% | |||||
Number of shares issued | shares | 4,900,000 | |||||||||
Share price | $ / shares | $ 0.70 | |||||||||
South Salinas Project [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 82.75% | |||||||||
Consideration paid | $ 7,438,544 | |||||||||
Payments to acquire business | 5,583,720 | |||||||||
Cash paid for additional acquisition | 1,900,000 | |||||||||
Assumed ARO liabilities | 45,176 | |||||||||
Cash consideration | $ 300,000 | |||||||||
South Salinas Project [Member] | Trio LLC [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 82.75% | |||||||||
Trio LLC [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 3.02647% | 3.02647% | 80% | |||||||
Cash paid for additional acquisition | $ 60,000 | |||||||||
Trio LLC [Member] | Hangman Hollow Field Asset [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 44% | |||||||||
Trio LLC [Member] | Ken Fron Field [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 20% | 22% | ||||||||
Trio LLC [Member] | Union Ave Field [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 20% | |||||||||
Union Ave Field [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage of working interest | 100% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 30, 2023 | Oct. 31, 2022 | Oct. 17, 2022 | Jul. 11, 2022 | Jul. 11, 2022 | May 27, 2022 | Dec. 17, 2021 | Sep. 14, 2021 | Oct. 31, 2022 | Feb. 28, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | May 12, 2023 | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes Payable, Current | $ 5,428,936 | $ 5,428,936 | $ 3,661,885 | $ 5,428,936 | $ 3,661,885 | |||||||||||||
Net of imputed interest | $ 76,230 | |||||||||||||||||
Notes Payable | $ 1,032,512 | $ 2,920,000 | $ 2,920,000 | 1,032,512 | 1,032,512 | 2,920,000 | ||||||||||||
Interest expense | $ 94,357 | $ 478,934 | $ 38,115 | $ 746,930 | $ 560,813 | $ 1,661,981 | ||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Fair value, per share | $ 0.70 | |||||||||||||||||
Fair value, grant | $ 637,800 | 60,000 | $ 60,000 | |||||||||||||||
Stock based compensation | $ 110,985 | 6,202 | ||||||||||||||||
General and administrative expenses | $ 990,491 | 186,759 | 17,313 | 1,155,504 | 466,041 | 365,390 | ||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 4,000,000 | |||||||||||||||||
Director [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 300,000 | |||||||||||||||||
Fair value, per share | $ 0.29 | $ 0.29 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Each of Five Outside Director [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 60,000 | |||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Five Outside Director [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 300,000 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr Frank Ingriselli [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant of restricted shares | 1,000,000 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr Greg Overholtzer [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant of restricted shares | 100,000 | |||||||||||||||||
Restricted shares, vesting rate | 25% | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 60,000 | |||||||||||||||||
Fair value, per share | $ 0.29 | $ 0.29 | ||||||||||||||||
Fair value, grant | $ 88,200 | |||||||||||||||||
Stock based compensation | 5,799 | 5,799 | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
General and administrative expenses | 82,401 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock based compensation | 39,428 | 80,185 | ||||||||||||||||
General and administrative expenses | 237,012 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 1,100,000 | |||||||||||||||||
Fair value, per share | $ 0.294 | |||||||||||||||||
Fair value, grant | $ 323,400 | |||||||||||||||||
Restricted Stock [Member] | Mr Frank Ingriselli [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant of restricted shares | 1,000,000 | |||||||||||||||||
Restricted Stock [Member] | Mr Greg Overholtzer [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant of restricted shares | 100,000 | |||||||||||||||||
Restricted Stock [Member] | Executives [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 1,100,000 | |||||||||||||||||
Fair value, grant | $ 323,400 | |||||||||||||||||
Stock based compensation | $ 40,757 | $ 6,202 | ||||||||||||||||
Unrecognized expense | 276,441 | 317,198 | 317,198 | 276,441 | 276,441 | 317,198 | ||||||||||||
Related Party [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes Payable, Current | 1,025,497 | 1,025,497 | 3,661,885 | 1,025,497 | $ 3,661,885 | |||||||||||||
Net of imputed interest | 7,015 | 7,015 | 38,115 | 7,015 | 38,115 | |||||||||||||
Notes Payable | 1,032,512 | 2,920,000 | 2,920,000 | 1,032,512 | $ 0 | 1,032,512 | 2,920,000 | 0 | ||||||||||
Interest expense | 0 | $ 15,215 | 7,015 | $ 80,136 | $ 120,337 | $ 38,115 | ||||||||||||
IPO [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Net of imputed interest | $ 7,015 | $ 7,015 | $ 7,015 | |||||||||||||||
Fair value, per share | $ 3 | $ 3 | $ 3 | |||||||||||||||
Trio LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||||||||
Fair value, per share | $ 0.70 | |||||||||||||||||
Trio LLC [Member] | IPO [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Final payment in initial public offer | $ 1,032,512 | |||||||||||||||||
Trio LLC [Member] | IPO [Member] | Related Party [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Final payment in initial public offer | 1,032,512 | |||||||||||||||||
Trio LLC [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Final payment in initial public offer | 780,000 | |||||||||||||||||
Trio LLC [Member] | Minimum [Member] | Related Party [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Final payment in initial public offer | 780,000 | |||||||||||||||||
Trio LLC [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Final payment in initial public offer | 1,032,512 | |||||||||||||||||
Trio LLC [Member] | Maximum [Member] | Related Party [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Final payment in initial public offer | $ 1,032,512 | |||||||||||||||||
Trio LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Business acquisition percentage. | 3.02647% | 3.02647% | 3.02647% | 80% | ||||||||||||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Business acquisition percentage. | 82.75% | |||||||||||||||||
Employee Agreements [Member] | Restricted Stock [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of common stock for cash net, shares | 1,100,000 | |||||||||||||||||
Restricted shares, vesting rate | 25% | |||||||||||||||||
Fair value, per share | $ 0.294 | |||||||||||||||||
Fair value, grant | $ 323,400 | |||||||||||||||||
Stock based compensation | 6,202 | |||||||||||||||||
Unrecognized expense | $ 317,198 | $ 317,198 | $ 317,198 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 20, 2023 $ / shares shares | Apr. 20, 2023 $ / shares shares | Oct. 17, 2022 shares | Jul. 28, 2022 USD ($) | Jul. 11, 2022 USD ($) $ / shares | Jul. 11, 2022 $ / shares shares | Jul. 11, 2022 $ / shares shares | May 01, 2022 USD ($) | Apr. 28, 2022 $ / shares shares | Jan. 28, 2022 USD ($) | Sep. 14, 2021 $ / shares shares | Dec. 31, 2022 shares | Oct. 31, 2021 USD ($) shares | Apr. 30, 2023 USD ($) a $ / shares shares | Apr. 30, 2022 shares | Oct. 31, 2022 USD ($) a shares | Mar. 31, 2023 a | Feb. 28, 2023 a | Aug. 01, 2022 | Sep. 30, 2021 $ / shares | |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Legal Fees | $ 7,514 | $ 409,191 | ||||||||||||||||||
Number of shares issued | shares | 4,900,000 | |||||||||||||||||||
Share Price | $ / shares | $ 0.70 | |||||||||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 4,000,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 12,500 | 100,000 | 60,000 | 4,500,000 | 400,000 | 632,800 | 400,000 | 10,000 | 10,000 | |||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||
Debt instrument, effective date | Apr. 17, 2028 | |||||||||||||||||||
Share Price | $ / shares | $ 3.30 | $ 3.30 | $ 0.29 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Commitment value | $ 1,125,000 | $ 1,125,000 | ||||||||||||||||||
Share Price | $ / shares | $ 3 | |||||||||||||||||||
Trio LLC [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 4,900,000 | |||||||||||||||||||
Share Price | $ / shares | $ 0.70 | |||||||||||||||||||
Consulting fee | $ 35,000 | |||||||||||||||||||
Accrued interest expense | $ 420,000 | |||||||||||||||||||
Investors [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Notes payable consideration | $ 4,500,000 | |||||||||||||||||||
Debt instrument, principal amount | $ 4,500,000 | |||||||||||||||||||
Issued warrants to purchase, rate | 50% | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8% | |||||||||||||||||||
Share Price | $ / shares | $ 1 | |||||||||||||||||||
Investors [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15% | |||||||||||||||||||
Investors [Member] | IPO [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 4,500,000 | |||||||||||||||||||
Debt Conversion, Description | i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of common stock on the trading day following the date of the IPO multiplied by the discount of 50% | |||||||||||||||||||
Commitment value | $ 9,000,000 | |||||||||||||||||||
Prepayment amount percentage | 125% | |||||||||||||||||||
Number of shares issued, value | $ 1,125,000 | |||||||||||||||||||
Notes principal balance, rate | 25% | |||||||||||||||||||
Cash payment percentage | 50% | |||||||||||||||||||
Debt instrument, term | 3 years | |||||||||||||||||||
Investors [Member] | IPO [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Warrants | $ 2,250,000 | |||||||||||||||||||
Investors [Member] | IPO [Member] | Common Stock [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt Conversion, Description | i) the IPO price multiplied by the discount of 50% or ii) the opening price of the common stock on the trading day following the date of the IPO multiplied by the discount of 50% | |||||||||||||||||||
Warrants | $ 4,500,000 | |||||||||||||||||||
Investors [Member] | Gencap [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Notes payable consideration | 4,500,000 | |||||||||||||||||||
Debt instrument, principal amount | $ 4,500,000 | |||||||||||||||||||
Issued warrants to purchase, rate | 50% | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8% | 15% | ||||||||||||||||||
Investors [Member] | Gencap [Member] | IPO [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt Conversion, Description | i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of common stock on the trading day following the date of the IPO multiplied by the discount of 50%. | |||||||||||||||||||
Commitment value | $ 9,000,000 | |||||||||||||||||||
Prepayment amount percentage | 125% | |||||||||||||||||||
Number of shares issued, value | $ 1,125,000 | |||||||||||||||||||
Notes principal balance, rate | 25% | |||||||||||||||||||
Warrant exercisable, rate | 0.50 | |||||||||||||||||||
Cash payment percentage | 50% | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Annual retainer, additional | $ 50,000 | |||||||||||||||||||
Number of shares issued | shares | 300,000 | |||||||||||||||||||
Share Price | $ / shares | $ 0.29 | $ 0.29 | $ 0.29 | |||||||||||||||||
Board Committee [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Annual retainer, additional | $ 10,000 | |||||||||||||||||||
Advisors [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Non refundable payment | $ 25,000 | |||||||||||||||||||
Agreement with advisors description | cash fee or an underwriter discount of 7.5% of the aggregate proceeds raised in the IPO, warrants to purchase a number of common shares equal to 5% of the aggregate number of common shares placed in the IPO, an expense allowance of up to $150,000 for fees and expenses of legal counsel and other out-of-pocket expenses and 1% of the gross proceeds of the IPO to Spartan for non-accountable expenses. The agreement also provides for an option to Spartan that is exercisable within 45 days after the closing of the IPO to purchase up to an additional 15% of the total number of securities offered by the Company in the IPO. | |||||||||||||||||||
Legal Fees | $ 150,000 | |||||||||||||||||||
IPO [Member] | Common Stock [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Public offering price, rate | 110% | |||||||||||||||||||
First Aforementioned [Member] | Unproved Property Lease [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Area of land | a | 8,417 | 8,417 | ||||||||||||||||||
Percentage for unproved property leases | 98% | |||||||||||||||||||
Non refundable payment | $ 252,512 | |||||||||||||||||||
Second Aforementioned [Member] | Unproved Property Lease [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Area of land | a | 160 | 160 | ||||||||||||||||||
Percentage for unproved property leases | 2% | |||||||||||||||||||
Delay rental payments | a | 30 | 30 | ||||||||||||||||||
First Group [Member] | Unproved Property Lease [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Area of land | a | 360 | 360 | ||||||||||||||||||
Delay rental payments | a | 25 | |||||||||||||||||||
Lease, term | 20 years | |||||||||||||||||||
Second Group [Member] | Unproved Property Lease [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Area of land | a | 307.75 | 307.75 | ||||||||||||||||||
Lease, term | 20 years | 20 years |
SCHEDULE OF SIGNIFICANT COMPONE
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($) | Oct. 31, 2022 | Oct. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 797,000 | $ 21,000 |
Total deferred tax asset | 797,000 | 21,000 |
Valuation allowance | (797,000) | (21,000) |
Net deferred tax assets |
SCHEDULE OF RECONCILIATION OF T
SCHEDULE OF RECONCILIATION OF THE STATUTORY FEDERAL INCOME TAX BENEFIT (Details) | 12 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | 21% | 21% |
State statutory income tax rate, net of federal benefit | 4% | 4% |
Change in valuation allowance | 25% | 25% |
Other | ||
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 22, 2017 | Oct. 31, 2022 | Oct. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating loss carryforwards | $ 797,000 | $ 21,000 | |
Valuation allowance increased | $ 776,000 | $ 21,000 | |
Federal corporate tax | 21% | 21% | |
Minimum [Member] | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Federal corporate tax | 35% | ||
Maximum [Member] | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Federal corporate tax | 21% |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Short-Term Debt [Line Items] | |||
Total Notes payable | $ 5,428,936 | $ 3,661,885 | |
Bridge Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total Notes payable | 265,719 | ||
Investors [Member] | |||
Short-Term Debt [Line Items] | |||
Total Notes payable | 4,137,720 | ||
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total Notes payable | $ 1,025,497 | $ 3,661,885 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 20, 2023 $ / shares | Aug. 01, 2022 | May 27, 2022 USD ($) | Jan. 28, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) | Oct. 31, 2022 USD ($) $ / shares | Oct. 31, 2021 USD ($) | Dec. 31, 2022 $ / shares | Oct. 17, 2022 $ / shares | Apr. 28, 2022 $ / shares | Sep. 30, 2021 $ / shares | Sep. 14, 2021 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||||||||||||
Notes Payable, Current | $ 3,661,885 | $ 5,428,936 | $ 3,661,885 | |||||||||||||||
Imputed interest | $ 76,230 | |||||||||||||||||
Notes payable | 1,032,512 | 1,032,512 | 2,920,000 | |||||||||||||||
Interest expense | $ 94,357 | $ 478,934 | 38,115 | 746,930 | $ 560,813 | 1,661,981 | ||||||||||||
Gross proceeds | 4,420,000 | 4,820,000 | ||||||||||||||||
Debt issuance cost | 505,000 | $ 575,438 | ||||||||||||||||
Share price | $ / shares | $ 0.70 | |||||||||||||||||
Equity fair value | $ 114,883 | |||||||||||||||||
Expected term | 5 years | |||||||||||||||||
Volatility | 98% | |||||||||||||||||
Risk free interest rate | 3.75% | |||||||||||||||||
Exercise price | $ / shares | $ 0.01 | |||||||||||||||||
Imputed interest. | 38,115 | 57,920 | $ 89,237 | |||||||||||||||
Issuance of commitment shares | $ 1,125,001 | |||||||||||||||||
Issuance, prefunded warrant | shares | 3,419,451 | 3,419,451 | ||||||||||||||||
Bridge Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes Payable, Current | 265,719 | |||||||||||||||||
Interest expense | 59,574 | 174,281 | 51,040 | |||||||||||||||
Gross proceeds | 444,000 | |||||||||||||||||
Net proceeds | $ 329,562 | |||||||||||||||||
Interest percentage | 10% | |||||||||||||||||
Debt issuance cost | $ 70,438 | |||||||||||||||||
Original issue discount | $ 44,000 | |||||||||||||||||
Original issue discount, description | equal to 100% of the original principal amount of the Notes | |||||||||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.01 | |||||||||||||||||
Issuance, prefunded warrant | shares | 400,000 | |||||||||||||||||
Debt amount, repaid | $ 440,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Equity fair value | $ 994,091 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Shares issued price per share | $ / shares | $ 2 | $ 1 | ||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||
Share price | $ / shares | $ 3.30 | $ 0.29 | ||||||||||||||||
Issuance of commitment shares | 38 | |||||||||||||||||
Investors [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes Payable, Current | 4,137,720 | |||||||||||||||||
Notes payable consideration | $ 4,500,000 | |||||||||||||||||
Gross proceeds | 4,420,000 | |||||||||||||||||
Net proceeds | 80,000 | |||||||||||||||||
Debt instrument, outstanding amount | $ 4,500,000 | |||||||||||||||||
Issued warrants to purchase, rate | 50% | |||||||||||||||||
Debt instrument, collateral | shares | 4,500,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 0.29 | $ 0.29 | ||||||||||||||||
Debt instrument, fair value | $ 1,322,933 | |||||||||||||||||
Interest percentage | 8% | |||||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||||
Debt converted, shares | shares | 5,038,902 | |||||||||||||||||
Debt converted, value | $ 5,164,875 | |||||||||||||||||
Investors [Member] | Bridge Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes payable | 0 | 0 | 265,719 | |||||||||||||||
IPO [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Imputed interest | 7,015 | 7,015 | ||||||||||||||||
Commitment value | $ 1,125,000 | $ 1,125,000 | 1,125,000 | |||||||||||||||
Share price | $ / shares | $ 3 | $ 3 | ||||||||||||||||
Warrant, exercise price | $ / shares | $ 2.05 | $ 2.05 | ||||||||||||||||
IPO [Member] | Investors [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes payable | $ 0 | $ 0 | 4,137,720 | |||||||||||||||
Interest expense | 144,375 | 464,773 | 675,405 | 480,265 | 1,136,811 | |||||||||||||
Debt instrument, outstanding amount | $ 4,500,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Debt instrument, fair value | $ 994,091 | |||||||||||||||||
Conversion price, description | i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of common stock on the trading day following the date of the IPO multiplied by the discount of 50% | |||||||||||||||||
Commitment value | $ 9,000,000 | |||||||||||||||||
Prepayment amount percentage | 125% | |||||||||||||||||
Number of shares issued, value | $ 1,125,000 | |||||||||||||||||
Notes principal balance, rate | 25% | |||||||||||||||||
Cash payment percentage | 50% | |||||||||||||||||
Debt instrument, term | 3 years | |||||||||||||||||
Debt issuance cost | $ 505,000 | |||||||||||||||||
Number of shares issued | shares | 375,000 | |||||||||||||||||
Debt instrument, periodic payment principal | $ 4,500,000 | |||||||||||||||||
Debt instrument, payment interest | $ 664,875 | |||||||||||||||||
Issuance of conversion, shares | shares | 5,038,902 | |||||||||||||||||
Issuance of conversion, value | $ 5,164,875 | |||||||||||||||||
Conversion, per share | $ / shares | $ 2.05 | |||||||||||||||||
Issuance of commitment shares | $ 375,000 | |||||||||||||||||
Accrued interest payable | 144,375 | 90,000 | 313,125 | 93,000 | ||||||||||||||
IPO [Member] | Investors [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, easurement input | 92 | |||||||||||||||||
IPO [Member] | Investors [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, easurement input | 50 | |||||||||||||||||
IPO [Member] | Investors [Member] | Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrant exercisable, rate | 0.50 | 0.50 | ||||||||||||||||
IPO [Member] | Investors [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Conversion price, description | i) the IPO price multiplied by the discount of 50% or ii) the opening price of the common stock on the trading day following the date of the IPO multiplied by the discount of 50% | |||||||||||||||||
Warrants | $ 4,500,000 | |||||||||||||||||
Maximum [Member] | Bridge Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest percentage | 15% | |||||||||||||||||
Maximum [Member] | Investors [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest percentage | 15% | |||||||||||||||||
Interest percentage increases | 15% | |||||||||||||||||
Maximum [Member] | IPO [Member] | Bridge Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest percentage | 8% | |||||||||||||||||
Maximum [Member] | IPO [Member] | Investors [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrants | $ 2,250,000 | |||||||||||||||||
South Salinas Project [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Business acquisition percentage | 82.75% | |||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes Payable, Current | 3,661,885 | 1,025,497 | 3,661,885 | |||||||||||||||
Imputed interest | 38,115 | 7,015 | 38,115 | |||||||||||||||
Notes payable | 1,032,512 | $ 0 | 1,032,512 | 2,920,000 | 0 | |||||||||||||
Interest expense | $ 0 | $ 15,215 | 7,015 | $ 80,136 | $ 120,337 | $ 38,115 | ||||||||||||
Imputed interest. | ||||||||||||||||||
Trio LLC [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 0.70 | |||||||||||||||||
Trio LLC [Member] | IPO [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Final payment | $ 1,032,512 | |||||||||||||||||
Trio LLC [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Final payment | 780,000 | |||||||||||||||||
Trio LLC [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Final payment | 1,032,512 | |||||||||||||||||
Trio LLC [Member] | South Salinas Project [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Business acquisition percentage | 82.75% | |||||||||||||||||
Trio LLC [Member] | South Salinas Project [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Business acquisition percentage | 85.75% | |||||||||||||||||
Trio LLC [Member] | Related Party [Member] | IPO [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Final payment | 1,032,512 | |||||||||||||||||
Trio LLC [Member] | Related Party [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Final payment | 780,000 | |||||||||||||||||
Trio LLC [Member] | Related Party [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Final payment | $ 1,032,512 | |||||||||||||||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | South Salinas Project [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Business acquisition percentage | 82.75% | |||||||||||||||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | Related Party [Member] | South Salinas Project [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Business acquisition percentage | 82.75% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 30, 2023 USD ($) $ / shares shares | Apr. 20, 2023 USD ($) $ / shares shares | Apr. 20, 2023 $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Oct. 17, 2022 USD ($) $ / shares shares | Jul. 11, 2022 USD ($) $ / shares shares | Jul. 11, 2022 $ / shares shares | Apr. 28, 2022 USD ($) $ / shares shares | Jan. 28, 2022 $ / shares shares | Sep. 14, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) shares | Oct. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | shares | 490,000,000 | 490,000,000 | 490,000,000 | 490,000,000 | 490,000,000 | 490,000,000 | 490,000,000 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Issuance of common stock for cash net, shares | shares | 4,900,000 | |||||||||||||||||||
Share price | $ / shares | $ 0.70 | |||||||||||||||||||
Gross proceeds | $ 637,800 | $ 372,000 | $ 60,543 | $ 60,543 | ||||||||||||||||
Fair value, grant | $ 637,800 | 60,000 | 60,000 | |||||||||||||||||
Share based compensation expenses | $ 110,985 | $ 6,202 | ||||||||||||||||||
Equity fair value | $ 114,883 | |||||||||||||||||||
Warrant instrument, term | 3 years 1 month 6 days | 3 years | 3 years 1 month 6 days | |||||||||||||||||
Measurement Input, Option Volatility [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant measurement input | 92 | |||||||||||||||||||
Measurement Input, Exercise Price [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant measurement input | 50 | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share price | $ / shares | $ 3 | $ 3 | ||||||||||||||||||
Number of shares sold | shares | 2,000,000 | |||||||||||||||||||
Gross proceeds | $ 6,000,000 | |||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 3 | $ 3 | ||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 2.05 | $ 2.05 | ||||||||||||||||||
Percentage of public offering price | 110% | |||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Shares issued warrants to purchase | shares | 100,000 | 100,000 | 100,000 | |||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 3.30 | $ 3.30 | $ 3.30 | |||||||||||||||||
Percentage of public offering price | 110% | 110% | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Issuance of common stock for cash net, shares | shares | 12,500 | 100,000 | 60,000 | 4,500,000 | 400,000 | 632,800 | 400,000 | 10,000 | 10,000 | |||||||||||
Share price | $ / shares | $ 3.30 | $ 3.30 | $ 0.29 | |||||||||||||||||
Gross proceeds | $ 400,000 | |||||||||||||||||||
Fair value | $ 1,322,933 | |||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2 | $ 2 | $ 1 | |||||||||||||||||
Fair value, grant | $ 63 | $ 40 | $ 1 | $ 1 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Equity fair value | $ 994,091 | |||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 65,000 | |||||||||||||||||||
Subsricption receivable | $ 10,000 | $ 10,000 | ||||||||||||||||||
Share price | $ / shares | $ 2 | $ 2 | ||||||||||||||||||
Gross proceeds | $ 130,000 | |||||||||||||||||||
Subscription Agreements [Member] | Common Stock [Member] | Two Accredited Investors [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Number of shares issed | shares | 400,000 | |||||||||||||||||||
Founder [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 5,530,000 | |||||||||||||||||||
Subsricption receivable | $ 10 | $ 10 | 10 | |||||||||||||||||
Investors [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||||||
Number of shares sold | shares | 577,800 | |||||||||||||||||||
Gross proceeds | $ 577,800 | |||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.29 | $ 0.29 | ||||||||||||||||||
Investors [Member] | IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 3 | |||||||||||||||||||
Number of shares issed | shares | 375,000 | |||||||||||||||||||
Investors [Member] | Warrant [Member] | IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant exercisable, rate | 0.50 | 0.50 | ||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 300,000 | |||||||||||||||||||
Share price | $ / shares | $ 0.29 | $ 0.29 | ||||||||||||||||||
Fair value | $ 88,200 | |||||||||||||||||||
Executives [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 1,100,000 | |||||||||||||||||||
Fair value, grant | $ 323,400 | |||||||||||||||||||
Share based compensation expenses | $ 40,757 | 6,202 | ||||||||||||||||||
Share based compensation, unrecognized expense | 276,441 | $ 317,198 | $ 317,198 | $ 276,441 | $ 317,198 | |||||||||||||||
Consultants [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share based compensation expenses | $ 25,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Apr. 20, 2023 | Apr. 20, 2023 | Jul. 11, 2022 | Apr. 28, 2022 | Sep. 14, 2021 | May 31, 2023 | Dec. 31, 2022 | Oct. 31, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | May 12, 2023 | |
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||
Gross cash proceeds | $ 637,800 | $ 372,000 | $ 60,543 | $ 60,543 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock for cash net, shares | 12,500 | 100,000 | 60,000 | 4,500,000 | 400,000 | 632,800 | 400,000 | 10,000 | 10,000 | |||
Gross cash proceeds | $ 400,000 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Shares issued price per share | $ 2 | $ 2 | $ 1 | |||||||||
Trio LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business acquisition percentage | 3.02647% | 80% | ||||||||||
Trio LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock for cash net, shares | 400,000 | |||||||||||
Gross cash proceeds | $ 400,000 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Shares issued price per share | $ 1 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock for cash net, shares | 25,000 | |||||||||||
Subsequent Event [Member] | Trio LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business acquisition percentage | 3.02647% | |||||||||||
Subsequent Event [Member] | Trio LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Agreement to pay | $ 60,529 | |||||||||||
Aggregate Purchase price | 100,000 | |||||||||||
Estimated cost to purchase | 80,000 | |||||||||||
Consulting fee | 35,000 | |||||||||||
Payment to acquire business | $ 1,032,512 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2023 | |
Initial Public Offering | ||
Number of warrants outstanding, beginning | 400,000 | |
Weighted average, exercise price, beginning | $ 1.50 | |
Weighted average remaining life in years | 1 year 10 months 24 days | 3 years 1 month 6 days |
Intrinsic value, beginning | ||
Number of warrants issued | 3,019,451 | |
Weighted average, exercise price, issued | $ 0.97 | |
Weighted average remaining life in years, issued | 3 years 3 months 18 days | |
Number of warrants exercised | ||
Weighted average, exercise price, exercised | ||
Number of warrants cancelled | ||
Weighted average, exercise price, cancelled | ||
Number of warrants expired | ||
Weighted average, exercise price, expired | ||
Number of warrants outstanding, ending | 3,419,451 | 3,419,451 |
Weighted average, exercise price, ending | $ 1.03 | $ 1.03 |
Intrinsic value, ending | ||
Warrants outstanding, exercisable | 3,419,451 | 3,419,451 |
Weighted average, exercise price, exercisable | $ 1.03 | $ 1.03 |
Weighted average remaining life in years, exercisable | 3 years 1 month 6 days | |
Intrinsic value, exercisable ending |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | Apr. 30, 2023 | Jan. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Number of shares warrant outstanding | 3,419,451 | |
Warrant outstanding, weighted average remaining life in years | 3 years 1 month 6 days | 3 years |
Number of shares warrant exercisable | 3,419,451 | |
Warrant Outstanding One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right exercise price of warrants or rights | $ 0.01 | |
Number of shares warrant outstanding | 400,000 | |
Warrant outstanding, weighted average remaining life in years | 5 years | |
Number of shares warrant exercisable | 400,000 | |
Warrant Outstanding Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right exercise price of warrants or rights | $ 1.50 | |
Number of shares warrant outstanding | 400,000 | |
Warrant outstanding, weighted average remaining life in years | 1 year 7 months 6 days | |
Number of shares warrant exercisable | 400,000 | |
Warrant Outstanding Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right exercise price of warrants or rights | $ 3.30 | |
Number of shares warrant outstanding | 100,000 | |
Warrant outstanding, weighted average remaining life in years | 5 years | |
Number of shares warrant exercisable | 100,000 | |
Warrant Outstanding Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right exercise price of warrants or rights | $ 1.03 | |
Number of shares warrant outstanding | 2,519,451 | |
Warrant outstanding, weighted average remaining life in years | 3 years | |
Number of shares warrant exercisable | 2,519,451 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 6 Months Ended | |||
Apr. 20, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from public offering | $ 4,940,000 | $ 6,000,000 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of sale of stock | 2,000,000 | |||
Sale of stock price per share | $ 3 | |||
Proceeds from sale of stock | $ 6,000,000 | |||
Class of warrant or right exercise price of warrants or rights | $ 2.05 | |||
Public offering price, percentage | 110% | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants to purchase shares | 100,000 | 100,000 | ||
Class of warrant or right exercise price of warrants or rights | $ 3.30 | $ 3.30 | ||
Public offering price, percentage | 110% |