Cover
Cover - shares | 9 Months Ended | |
Jul. 31, 2023 | Sep. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 001-41643 | |
Entity Registrant Name | TRIO PETROLEUM CORP. | |
Entity Central Index Key | 0001898766 | |
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 | 324-3911 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | TPET | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,621,516 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jul. 31, 2023 | Oct. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,506,028 | $ 73,648 |
Prepaid expenses and other receivables | 124,290 | 35,000 |
Deferred offering costs | 1,643,881 | |
Total current assets | 1,630,318 | 1,752,529 |
Oil and gas properties - not subject to amortization | 9,045,333 | 5,836,232 |
Advance to operators | 494,950 | 1,900,000 |
Total assets | 11,170,601 | 9,488,761 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 819,926 | 1,164,055 |
Asset retirement obligations – current | 2,778 | 2,778 |
Notes payable - related party, net of discounts | 5,428,936 | |
Warrants liability | 114,883 | |
Total current liabilities | 822,704 | 6,710,652 |
Long-term liabilities: | ||
Franchise tax accrual | 3,750 | 9,450 |
Asset retirement obligations, net of current portion | 47,619 | 45,535 |
Total Long-term liabilities | 51,369 | 54,985 |
Total liabilities | 874,073 | 6,765,637 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at July 31, 2023 and October 31, 2022, respectively | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 29,621,516 and 16,972,800 shares issued and outstanding as of July 31, 2023 and October 31, 2022, respectively | 2,962 | 1,697 |
Stock subscription receivable | (10,010) | (10,010) |
Additional paid-in capital | 19,430,871 | 6,633,893 |
Accumulated deficit | (9,127,295) | (3,902,456) |
Total stockholders’ equity | 10,296,528 | 2,723,124 |
Total liabilities and stockholders’ equity | 11,170,601 | 9,488,761 |
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 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2023 | Oct. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 29,621,516 | 16,972,800 |
Common stock, shares outstanding | 29,621,516 | 16,972,800 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses: | ||||
Exploration expense | 199,637 | 2,638 | 225,052 | 28,669 |
General and administrative expenses | 1,171,256 | 219,524 | 2,215,775 | 685,565 |
Stock-based compensation expense | 785,962 | 896,947 | ||
Accretion expense | 695 | 695 | 2,084 | 2,084 |
Total operating expenses | 2,157,550 | 222,857 | 3,339,858 | 716,318 |
Loss from operations | (2,157,550) | (222,857) | (3,339,858) | (716,318) |
Other expenses: | ||||
Interest expense | 485,293 | 746,930 | 1,046,106 | |
Penalty fees | 1,322,933 | |||
Loss on settlement | 13,051 | 13,051 | ||
Loss on note conversion | 1,125,000 | |||
Total other expenses | 13,051 | 485,293 | 1,884,981 | 2,369,039 |
Loss before income taxes | (2,170,601) | (708,150) | (5,224,839) | (3,085,357) |
Provision for income taxes | ||||
Net loss | $ (2,170,601) | $ (708,150) | $ (5,224,839) | $ (3,085,357) |
Basic and Diluted Net Loss per Common Share | ||||
Basic | $ (0.08) | $ (0.05) | $ (0.25) | $ (0.21) |
Diluted | $ (0.08) | $ (0.05) | $ (0.25) | $ (0.21) |
Weighted Average Number of Common Shares Outstanding | ||||
Basic | 26,556,760 | 15,641,278 | 20,748,826 | 14,375,071 |
Diluted | 26,556,760 | 15,641,278 | 20,748,826 | 14,375,071 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Share Subscription Receivables [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | ||||
Net loss | (3,085,357) | (3,085,357) | |||
Issuance of common stock for cash, net | $ 1 | 40,000 | 19,999 | 60,000 | |
Issuance of common stock for cash net, shares | 10,000 | ||||
Issuance of restricted stock units to outside directors | $ 30 | (30) | |||
Issuance of restricted stock units to outside directors, shares | 300,000 | ||||
Interest imputed on note payable for acquisition of unproved oil and gas properties | 89,237 | 89,237 | |||
Issuance of founders’ shares | 8 | 535 | 543 | ||
Issuance of founders' shares, shares | 80,000 | ||||
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 Jul. 31, 2022 | $ 1,587 | (10,010) | 6,627,801 | (3,187,421) | 3,431,957 |
Balance, shares at Jul. 31, 2022 | 15,872,800 | ||||
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 | ||||
Ending balance, value at Oct. 31, 2022 | $ 1,697 | (10,010) | 6,633,893 | (3,902,456) | 2,723,124 |
Balance, shares at Oct. 31, 2022 | 16,972,800 | ||||
Beginning balance, value at Apr. 30, 2022 | $ 1,557 | (10,010) | 6,596,514 | (2,479,271) | 4,108,790 |
Balance, shares at Apr. 30, 2022 | 15,572,800 | ||||
Net loss | (708,150) | (708,150) | |||
Issuance of restricted stock units to outside directors | $ 30 | (30) | |||
Issuance of restricted stock units to outside directors, shares | 300,000 | ||||
Interest imputed on note payable for acquisition of unproved oil and gas properties | 31,317 | 31,317 | |||
Ending balance, value at Jul. 31, 2022 | $ 1,587 | (10,010) | 6,627,801 | (3,187,421) | 3,431,957 |
Balance, shares at Jul. 31, 2022 | 15,872,800 | ||||
Beginning balance, value at Oct. 31, 2022 | $ 1,697 | (10,010) | 6,633,893 | (3,902,456) | 2,723,124 |
Balance, shares at Oct. 31, 2022 | 16,972,800 | ||||
Issuance of common stock upon exercise of warrants, net | $ 245 | 1,812,390 | 1,812,635 | ||
Issuance of common stock upon exercise of warrants, shares | 2,449,466 | ||||
Issuance of common stock for services, net | $ 5 | 80,155 | 80,160 | ||
Issuance of common stock for services, shares | 48,000 | ||||
Issuance of restricted stock units under the Equity Incentive Plan | $ 70 | (70) | |||
Issuance of restricted stock units under the Equity Incentive Plan, shares | 700,000 | ||||
Issuance of common stock for warrants that can be exercised per the Resale S-1/A | $ 120 | (120) | |||
Issuance of common stock for warrants that can be exercised per the Resale S-1/A, shares | 1,199,848 | ||||
Stock-based compensation | $ 43 | 896,904 | 896,947 | ||
Share-based compensation, shares | 437,500 | ||||
Net loss | (5,224,839) | (5,224,839) | |||
Issuance of common stock for cash, net | $ 40 | 371,960 | 372,000 | ||
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 | 1,124,962 | 1,125,000 | ||
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 | |||
Ending balance, value at Jul. 31, 2023 | $ 2,962 | (10,010) | 19,430,871 | (9,127,295) | 10,296,528 |
Balance, shares at Jul. 31, 2023 | 29,621,516 | ||||
Beginning balance, value at Apr. 30, 2023 | $ 2,480 | (10,010) | 16,752,597 | (6,956,694) | 9,788,373 |
Balance, shares at Apr. 30, 2023 | 24,799,202 | ||||
Issuance of common stock upon exercise of warrants, net | $ 245 | 1,812,390 | 1,812,635 | ||
Issuance of common stock upon exercise of warrants, shares | 2,499,466 | ||||
Issuance of common stock for services, net | $ 5 | 80,154 | 80,159 | ||
Issuance of common stock for services, shares | 48,000 | ||||
Issuance of restricted stock units under the Equity Incentive Plan | $ 70 | (70) | |||
Issuance of restricted stock units under the Equity Incentive Plan, shares | 700,000 | ||||
Issuance of common stock for warrants that can be exercised per the Resale S-1/A | $ 120 | (120) | |||
Issuance of common stock for warrants that can be exercised per the Resale S-1/A, shares | 1,199,848 | ||||
Stock-based compensation | $ 42 | 785,920 | 785,962 | ||
Share-based compensation, shares | 425,000 | ||||
Net loss | (2,170,601) | (2,170,601) | |||
Ending balance, value at Jul. 31, 2023 | $ 2,962 | $ (10,010) | $ 19,430,871 | $ (9,127,295) | $ 10,296,528 |
Balance, shares at Jul. 31, 2023 | 29,621,516 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Oct. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (2,170,601) | $ (708,150) | $ (5,224,839) | $ (3,085,357) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Bad debt expense | 25,000 | |||||
Accretion expense | 695 | 695 | 2,084 | 2,084 | ||
Conversion of SPA | 1,125,000 | |||||
Amortization of debt discount | 432,693 | 772,318 | ||||
Write-off of SPA receivable | 80,000 | |||||
Imputed interest | 89,237 | |||||
Stock-based compensation | 785,962 | 896,947 | ||||
Penalty fees | 1,322,933 | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other receivables | (114,290) | (25,206) | ||||
Accounts payable and accrued liabilities | 315,045 | 418,938 | ||||
Net cash used in operating activities | (2,542,360) | (425,053) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Other capital expenditures for unproved oil and gas properties | (249,520) | |||||
Drilling costs for exploratory well | (2,959,580) | |||||
Advances to operators | 1,405,050 | |||||
Net cash used in investing activities | (1,804,050) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from issuance of common stock, net | 452,160 | 60,543 | ||||
Proceeds from notes payable – investors | 4,420,000 | |||||
Repayment of notes payable | (1,472,512) | (2,920,000) | ||||
Proceeds from issuance of common stock in IPO | $ 4,940,000 | 6,000,000 | ||||
Cash paid for debt issuance costs | (505,000) | |||||
Proceeds from exercise of warrants, net | 1,812,635 | |||||
Cash paid for deferred offering costs | (1,013,493) | (667,843) | ||||
Net cash provided by financing activities | 5,778,790 | 387,700 | ||||
NET CHANGE IN CASH | 1,432,380 | (37,353) | ||||
Cash - Beginning of period | 73,648 | 78,877 | 78,877 | |||
Cash - End of period | $ 1,506,028 | $ 1,506,028 | $ 41,524 | 1,506,028 | 41,524 | $ 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 | |||||
Issuance of RSUs | 70 | 30 | ||||
Issuance of common stock for warrants that can be exercised per the Resale S-1/A | $ 120 | |||||
Issuance of pre-funded warrants | $ 4,000 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 9 Months Ended |
Jul. 31, 2023 | |
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”), an 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. Acquisition of South Salinas Project On September 14, 2021, the Company entered into a Purchase and Sale Agreement (“PSA”) 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 Company’s Registration Statement (Amendment No 9) on Form S-1/A was filed with the SEC on March 24, 2023; its Initial Public Offering was declared effective on April 17, 2023 and closed on April 20, 2023 (collectively, the “Offering” or “IPO”). 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jul. 31, 2023 | |
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 nine month periods ended July 31, 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 and cash equivalents 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. As of July 31, 2023 and October 31, 2022, the balances of the prepaids account were $ 124,290 35,000 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 IPO (see Note 4). As of July 31, 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. As of July 31, 2023 and October 31, 2022, the Company recorded no 0 126,250 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 considering 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 July 31, 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 July 31, 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 July 31, 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 2,084 ARO, ending balance – July 31, 2023 50,397 Less: ARO – current 2,778 ARO, net of current portion – July 31, 2023 $ 47,619 Related Parties Related parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or 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 July 31, As of July 31, 2023 2022 Warrants (Note 7, Note 8) 500,000 (4) 7,964,286 (1) Convertible Notes (Note 7, Note 8) - 31,857,143 (2) Commitment Shares (Note 7, Note 8) - 3,826,530 (3) Restricted stock units - 300,000 (5) Total potentially anti-dilutive securities 500,000 43,947,959 (1) Balance includes warrants issued per the Securities Purchase Agreement (“SPA”) with GPL Ventures, LLC (“GPL”), which are exercisable into up to 50 (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 (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 potentially anti-dilutive shares based on 1,459,878 (5) Balance consists of restricted stock units granted to five outside directors. Environmental Expenditures The operations of the Company have been, and may in the future be, affected from time to time to 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 July 31, 2023 through the date of the filing of this report. See Note 10 for such events and transactions. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 9 Months Ended |
Jul. 31, 2023 | |
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 July 31, 2023, the Company had $ 1,506,028 807,614 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 July 31, 2023, the Company has an accumulated deficit of $ 9,127,295 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Jul. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 4 – INITIAL PUBLIC OFFERING The Company’s Registration Statement (Amendment No 9) on Form S-1/A was filed with the SEC on March 24, 2023; its Initial Public Offering was declared effective on April 17, 2023 and closed on April 20, 2023 (collectively, the “Offering” or “IPO”). The Company sold 2,000,000 3.00 6,000,000 4,940,000 100,000 3.30 110 |
OIL AND NATURAL GAS PROPERTIES
OIL AND NATURAL GAS PROPERTIES | 9 Months Ended |
Jul. 31, 2023 | |
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 July 31, As of October 31, 2023 2022 Oil and gas properties – not subject to amortization $ 9,045,333 $ 5,836,232 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 9,045,333 $ 5,836,232 During the three and nine months ended July 31, 2023, the Company incurred aggregated exploration costs of $ 199,637 225,052 2,638 28,669 1,704,081 3,209,101 1.6 0.1 Optioned Assets 2.9 0.1 Optioned Assets 0.2 Leases As of July 31, 2023, the Company holds various leases related to the unproved properties of the SSP (see Note 6 and Note 7). During February and March 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 as of July 31, 2023, 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 July 31, 2023, as the Company does not currently have production and the acquired property is not subject to amortization as of that date. Optioned Assets On December 22, 2022, the Company and Trio LLC entered into the Fourth Amendment to the Purchase and Sale Agreement for the SSP. 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 to evaluate the Optioned Assets, the Company engaged KLS Petroleum Consulting, LLC (“KLSP”) to do detailed analyses and estimations of the oil and gas reserves and of the fair market values of each of these three assets. These analyses have been completed, and notwithstanding the expiration of the option period, the Company is still evaluating its interest in acquiring any or all the Optioned Assets. As of July 31, 2023, the Company has paid approximately $ 37,000 Additional Working Interest – South Salinas Project In April 2023, the Company paid Trio LLC approximately $ 60,000 3.026471 Union Ave Field Agreement On May 12, 2023, the Company announced the signing of an Acquisition Agreement to potentially acquire up to 100 20 80 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jul. 31, 2023 | |
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 % working interest in the SSP (see Note 1). Per the Third Amendment signed on May 27, 2022, a portion of a previous payment made to Trio LLC was used to fund a lease extension payment to a third-party; as the payment previously made was to be used for other expenditures, the amount used to fund the lease extension was added to the remaining amount due to Trio LLC, increasing it from $ 780,000 to $ 1,032,512 . Per an extension to the Fourth Amendment to the PSA, the Company made the final payment of $ 1,032,512 upon the consummation of the IPO. As of July 31, 2023 and October 31, 2022, the balance of the note payable was $ 0 and $ 1,025,497 , respectively, with interest expense recognized of $ 0 and $ 7,015 for the three and nine months ended July 31, 2023, respectively. The interest expense of $ 19,381 99,517 1,032,512 2,920,000 Restricted Stock Units (“RSUs”) issued to Directors On July 11, 2022, the Company issued 60,000 0.0001 0.29 88,200 44,462 50,262 37,938 Restricted Shares issued to Executives and Employees 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 40,757 120,943 196,255 In May 2023, the Company entered into six employee agreements which, among other things, provided for the grant of an aggregate of 700,000 25 2.15 1,505,000 226,242 226,242 1,278,758 Pursuant to the Ingriselli Employment Agreement dated February 1, 2022, Mr. Ingriselli is eligible for an annual discretionary bonus; on July 20, 2023, the Company issued 200,000 1.07 213,000 213,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jul. 31, 2023 | |
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 July 31, 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 lease covers 8,417 252,512 The second lease 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 July 31, 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, which would be effective upon the consummation of the IPO. Such compensation is structured as follows: an annual retainer of $ 50,000 10,000 78,132 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 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 shares of common stock; these warrants may be exercised commencing from the closing of the Offering and expiring five years from the effective date of the registration statement at an exercise price of $ 3.30 ( 110 % of the public offering price of the common stock). 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 $ 35,000 406,000 On May 1, 2023, the Company entered into six employment agreements with Trio LLC employees; the agreements provide for compensation and restricted shares pursuant to the Plan (see Note 9) with a start date of May 1, 2023, provided that each individual continues to serve as an employee of Trio LLC on a part-time basis. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes payable as of July 31, 2023 and October 31, 2022 consisted of the following: SCHEDULE OF NOTES PAYABLE As of July 31, As of October 31, 2023 2022 Notes payable – related party, net of discounts $ - $ 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 note payable with Trio LLC as part of the agreement for the purchase of an 82.75 % working interest in the SSP (see Note 1). Per the Third Amendment signed on May 27, 2022, a portion of a previous payment made to Trio LLC was used to fund a lease extension payment to a third-party; as the payment previously made was to be used for other expenditures, the amount used to fund the lease extension was added to the remaining amount due to Trio LLC, increasing it from $ 780,000 to $ 1,032,512 . Per an extension to the Fourth Amendment to the PSA, the Company made the final payment of $ 1,032,512 upon the consummation of the IPO. As of July 31, 2023 and October 31, 2022, the balance of the note payable was $ 0 and $ 1,025,497 , respectively, with interest expense recognized of $ 0 and $ 7,015 for the three and nine months ended July 31, 2023, respectively. The interest expense of $ 19,381 and $ 99,517 during the three and nine months ended July 31, 2022, respectively (see Note 6). Total payments made on the note payable for the nine months ended July 31, 2023 were $ 1,032,512 2,920,000 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 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 0 675,405 374,773 762,038 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 70,438 329,562 100 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 0 174,281 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Jul. 31, 2023 | |
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 40,757 120,943 196,255 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 In April 2023, the Company consummated its IPO and sold 2,000,000 3.00 6,000,000 On April 20, 2023, the Company issued 12,500 2.00 25,000 On May 1, 2023, the Company issued 700,000 2.15 1,505,000 226,242 On May 2, 2023, June 23, 2023 and July 11, 2023, the Company issued 25,000 100,000 100,000 0.0001 2.10 0.88 1.21 52,500 88,000 121,000 On June 30, 2023, the Company issued 48,000 0.0001 1.67 80,159 On June 30, 2023, the Company issued a Form S-1/A, which registered for resale (i) up to 3,149,314 shares of common stock, par value $0.0001 per share which the selling stockholders may acquire upon the exercise of outstanding common warrants and (ii) up to 500,000 shares of common stock, which the selling stockholders may acquire upon the exercise of outstanding pre-funded warrants. Such warrants were issued to the selling stockholders in connection with securities purchase agreements entered into on January 28, 2022 and September 20, 2022. The Company recorded 699,848 shares of common stock that are not exercised but registered in accordance with their common warrant agreements and 500,000 shares of common stock that are not exercised but registered in accordance with their pre-funded warrant agreements upon the filing of this Form S-1/A On July 20, 2023, the Company issued 200,000 1.07 213,000 Warrants SPA with GPL 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 Upon consummation of the IPO, the Company issued an aggregate of 2,519,451 1.03 3 i) the exercise price was reduced from $1.03 to $0.80 and ii) the number of warrants was increased by a factor of 1.25 or 489,893 warrants in order to induce full, immediate exercise. 2,449,466 1,959,573 0.80 146,938 1,812,635 To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of 1,959,573 1.43 1.03 3.0 136 0 4.54 2,449,466 1.53 0.80 3.0 136 0 4.54 0.3 Other Warrants 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 three and nine months ended July 31, 2023 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, May 1, 2023 3,419,451 $ 1.00 2.8 $ - Issued 489,893 0.80 2.7 - Exercised (2,449,466 ) 0.98 - - Cancelled - - - - Expired - - - - Outstanding, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 Exercisable, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, November 1, 2022 - $ - - $ - Issued 3,909,344 1.00 3.1 - Exercised (2,449,466 ) 0.98 - - Cancelled - - - - Expired - - - - Outstanding, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 Exercisable, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 A summary of outstanding and exercisable warrants as of July 31, 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 4.7 400,000 $ 1.50 400,000 1.4 400,000 $ 3.30 100,000 4.7 100,000 $ 1.03 559,878 2.7 559,878 1,459,878 3.0 1,459,878 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jul. 31, 2023 | |
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 July 31, 2023, through the date the condensed financial statements are available for filing. On September 2, 2023, the Company granted a total of 425,000 shares of restricted common stock to four non-employee independent directors as consideration for their continued service pursuant to the Plan at a price of $ 0.64 per share; one hundred percent of the shares vest on the six-month anniversary of the vesting commencement date, which is August 28, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jul. 31, 2023 | |
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 nine month periods ended July 31, 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 | 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 and cash equivalents | Cash and cash equivalents 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. As of July 31, 2023 and October 31, 2022, the balances of the prepaids account were $ 124,290 35,000 |
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 IPO (see Note 4). As of July 31, 2023 and October 31, 2022, offering costs in the aggregate of $ 0 1,643,881 |
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. As of July 31, 2023 and October 31, 2022, the Company recorded no 0 126,250 |
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 considering 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 July 31, 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 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 July 31, 2023 and October 31, 2022; see further discussion in Note 5. |
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 July 31, 2023 and October 31, 2022, 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 2,084 ARO, ending balance – July 31, 2023 50,397 Less: ARO – current 2,778 ARO, net of current portion – July 31, 2023 $ 47,619 |
Related Parties | Related Parties Related parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or 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 | 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, |
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 July 31, As of July 31, 2023 2022 Warrants (Note 7, Note 8) 500,000 (4) 7,964,286 (1) Convertible Notes (Note 7, Note 8) - 31,857,143 (2) Commitment Shares (Note 7, Note 8) - 3,826,530 (3) Restricted stock units - 300,000 (5) Total potentially anti-dilutive securities 500,000 43,947,959 (1) Balance includes warrants issued per the Securities Purchase Agreement (“SPA”) with GPL Ventures, LLC (“GPL”), which are exercisable into up to 50 (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 (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 potentially anti-dilutive shares based on 1,459,878 (5) Balance consists of restricted stock units granted to five outside directors. |
Environmental Expenditures | Environmental Expenditures The operations of the Company have been, and may in the future be, affected from time to time to 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. |
Subsequent Events | Subsequent Events The Company evaluated all events and transactions that occurred after July 31, 2023 through the date of the filing of this report. See Note 10 for such events and transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
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 2,084 ARO, ending balance – July 31, 2023 50,397 Less: ARO – current 2,778 ARO, net of current portion – July 31, 2023 $ 47,619 |
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 July 31, As of July 31, 2023 2022 Warrants (Note 7, Note 8) 500,000 (4) 7,964,286 (1) Convertible Notes (Note 7, Note 8) - 31,857,143 (2) Commitment Shares (Note 7, Note 8) - 3,826,530 (3) Restricted stock units - 300,000 (5) Total potentially anti-dilutive securities 500,000 43,947,959 (1) Balance includes warrants issued per the Securities Purchase Agreement (“SPA”) with GPL Ventures, LLC (“GPL”), which are exercisable into up to 50 (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 (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 potentially anti-dilutive shares based on 1,459,878 (5) Balance consists of restricted stock units granted to five outside directors. |
OIL AND NATURAL GAS PROPERTIES
OIL AND NATURAL GAS PROPERTIES (Tables) | 9 Months Ended |
Jul. 31, 2023 | |
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 July 31, As of October 31, 2023 2022 Oil and gas properties – not subject to amortization $ 9,045,333 $ 5,836,232 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 9,045,333 $ 5,836,232 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable as of July 31, 2023 and October 31, 2022 consisted of the following: SCHEDULE OF NOTES PAYABLE As of July 31, As of October 31, 2023 2022 Notes payable – related party, net of discounts $ - $ 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 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity during the three and nine months ended July 31, 2023 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, May 1, 2023 3,419,451 $ 1.00 2.8 $ - Issued 489,893 0.80 2.7 - Exercised (2,449,466 ) 0.98 - - Cancelled - - - - Expired - - - - Outstanding, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 Exercisable, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, November 1, 2022 - $ - - $ - Issued 3,909,344 1.00 3.1 - Exercised (2,449,466 ) 0.98 - - Cancelled - - - - Expired - - - - Outstanding, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 Exercisable, July 31, 2023 1,459,878 $ 1.03 3.0 $ 318,000 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | A summary of outstanding and exercisable warrants as of July 31, 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 4.7 400,000 $ 1.50 400,000 1.4 400,000 $ 3.30 100,000 4.7 100,000 $ 1.03 559,878 2.7 559,878 1,459,878 3.0 1,459,878 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) | 1 Months Ended | ||||||
Apr. 20, 2023 USD ($) shares | Apr. 20, 2023 USD ($) | Dec. 17, 2021 USD ($) $ / shares shares | Sep. 14, 2021 USD ($) shares | Apr. 30, 2023 shares | Jul. 31, 2023 ft² $ / shares | Oct. 31, 2022 ft² $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
IPO [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of shares sold | shares | 2,000,000 | 2,000,000 | |||||
Gross proceeds from sale of shares | $ | $ 6,000,000 | $ 6,000,000 | |||||
Trio LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of shares issued | shares | 4,900,000 | ||||||
Business acquisition percentage. | 45% | 1% | 29% | ||||
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 | ||||||
Working interest percentage | 3% | ||||||
Acres of property | ft² | 9,300 | 9,300 | |||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | South Salinas Project [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business acquisition percentage | 82.75% |
SCHEDULE OF COMPONENTS OF CHANG
SCHEDULE OF COMPONENTS OF CHANGES IN ARO (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | |||||
ARO, ending balance | $ 48,313 | ||||
Accretion expense | $ 695 | $ 695 | 2,084 | $ 2,084 | |
ARO, ending balance | 50,397 | 50,397 | |||
Less: ARO - current | 2,778 | 2,778 | |||
ARO, net of current portion | $ 47,619 | $ 47,619 | $ 45,535 |
SCHEDULE OF WEIGHTED AVERAGE CO
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE (Details) - shares | 9 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 500,000 | 43,947,959 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants | 500,000 | [1] | 7,964,286 | [2] |
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Convertible Notes | 31,857,143 | [3] | ||
Commitment Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Commitment Shares | 3,826,530 | [4] | ||
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Commitment Shares | 300,000 | [5] | ||
[1]Balance consists of potentially anti-dilutive shares based on 1,459,878 50 50 1,125,000 25 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE (Details) (Parenthetical) | 9 Months Ended |
Jul. 31, 2023 USD ($) shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Dilutive shares outstanding | shares | 1,459,878 |
IPO [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant shares of outstanding percentage | 50% |
Commitment value | $ | $ 1,125,000 |
Commitment shares issued percentage | 25% |
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% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) shares in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 14, 2021 | Jul. 31, 2023 | Jul. 31, 2022 | Oct. 31, 2022 | Apr. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | |||
Prepaid expenses | 124,290 | 35,000 | |||
Deferred offering costs | 1,643,881 | ||||
Debt issuance costs | $ 505,000 | ||||
Non-cash interest expense related to debt issuance costs | $ 126,250 | ||||
Impairment of long-lived assets | $ 0 | $ 0 | |||
Trio LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of new shares issued | 4.9 | ||||
Business acquisition percentage. | 45% | 1% | 29% | ||
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% |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 9 Months Ended | ||||
Jul. 31, 2023 | Apr. 20, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Oct. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash | $ 1,506,028 | $ 1,506,028 | |||
Working capital | 807,614 | 807,614 | |||
Proceeds from public offering | 4,940,000 | $ 4,940,000 | 6,000,000 | ||
Accumulated deficit | 9,127,295 | 9,127,295 | $ 3,902,456 | ||
Three Investors [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Principal amount | 440,000 | 440,000 | |||
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Notes payable | $ 1,032,512 | $ 1,032,512 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Jul. 31, 2023 | Apr. 20, 2023 | Apr. 20, 2023 | Apr. 30, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from public offering | $ 4,940,000 | $ 4,940,000 | $ 6,000,000 | ||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of sale of stock | 2,000,000 | 2,000,000 | |||||
Sale of stock price per share | $ 3 | $ 3 | $ 3 | ||||
Proceeds from sale of stock | $ 6,000,000 | $ 6,000,000 | |||||
Public offering price, percentage | 110% | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants to purchase shares | 100,000 | 100,000 | 100,000 | ||||
Warrants exercise price | $ 3.30 | $ 3.30 | $ 3.30 | ||||
Public offering price, percentage | 110% | 110% |
SCHEDULE OF OIL AND NATURAL GAS
SCHEDULE OF OIL AND NATURAL GAS PROPERTIES (Details) - USD ($) | Jul. 31, 2023 | Oct. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Oil and gas properties – not subject to amortization | $ 9,045,333 | $ 5,836,232 |
Accumulated impairment | ||
Oil and gas properties – not subject to amortization, net | $ 9,045,333 | $ 5,836,232 |
OIL AND NATURAL GAS PROPERTIE_2
OIL AND NATURAL GAS PROPERTIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2023 USD ($) ft² | Feb. 28, 2023 USD ($) a | Jul. 31, 2023 USD ($) | Jul. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) ft² | Jul. 31, 2023 USD ($) | Jul. 31, 2022 USD ($) | May 12, 2023 | Dec. 22, 2022 USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Exploration costs | $ 199,637 | $ 2,638 | $ 225,052 | $ 28,669 | |||||
Capitalized costs | 1,704,081 | 3,209,101 | |||||||
Option fee | $ 150,000 | ||||||||
Reserve analysis of oil and gas property | 37,000 | 37,000 | |||||||
Trio LLC [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [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] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Percentage of working interest | 44% | ||||||||
Trio LLC [Member] | Ken Fron Field [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Percentage of working interest | 20% | 22% | |||||||
Trio LLC [Member] | Union Ave Field [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Percentage of working interest | 20% | ||||||||
Union Ave Field [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Percentage of working interest | 100% | ||||||||
Group One [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Area of land | a | 360 | ||||||||
Lease term | 20 years | ||||||||
Payments for rent | $ 25 | ||||||||
Advance rental payment | $ 11,000 | ||||||||
Group Two [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Area of land | ft² | 307.75 | 307.75 | |||||||
Lease term | 20 years | 20 years | |||||||
Payments for rent | $ 30 | ||||||||
Advance rental payment | $ 11,000 | $ 11,000 | |||||||
Support Equipment and Facilities [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Exploration costs | 1,600,000 | 2,900,000 | |||||||
Reserve analysis of optioned assets | $ 100,000 | 100,000 | |||||||
Acquisition costs | $ 200,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Jul. 31, 2023 | Jul. 20, 2023 | Jul. 20, 2023 | May 01, 2023 | Jul. 11, 2022 | May 27, 2022 | Dec. 17, 2021 | Sep. 14, 2021 | May 31, 2023 | Oct. 31, 2022 | Feb. 28, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | May 12, 2023 | Apr. 30, 2023 | |
Related Party Transaction [Line Items] | |||||||||||||||||
Notes payable current | $ 5,428,936 | ||||||||||||||||
Interest expense | $ 485,293 | 746,930 | $ 1,046,106 | ||||||||||||||
Fair value, grant | 372,000 | 60,000 | |||||||||||||||
Stock based compensation | 785,962 | 896,947 | |||||||||||||||
General and administrative expenses | 1,171,256 | 219,524 | 2,215,775 | 685,565 | |||||||||||||
2022 Equity Incentive Plan [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock based compensation | 226,242 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock for cash net, shares | 700,000 | ||||||||||||||||
Common stock par value | $ 2.15 | ||||||||||||||||
Fair value, per share | $ 2.15 | ||||||||||||||||
Fair value, grant | $ 1,505,000 | 1,505,000 | |||||||||||||||
Stock based compensation | 226,242 | 226,242 | |||||||||||||||
General and administrative expenses | 1,278,758 | ||||||||||||||||
Grant of restricted shares | 700,000 | ||||||||||||||||
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 | ||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||
Fair value, per share | $ 0.29 | ||||||||||||||||
Fair value, grant | $ 88,200 | ||||||||||||||||
Stock based compensation | 44,462 | 50,262 | |||||||||||||||
General and administrative expenses | 37,938 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr Frank Ingriselli [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock for cash net, shares | 200,000 | ||||||||||||||||
Common stock par value | $ 1.07 | $ 1.07 | |||||||||||||||
Fair value, grant | $ 213,000 | ||||||||||||||||
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] | Executives [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock based compensation | 40,757 | 120,943 | |||||||||||||||
General and administrative expenses | 196,255 | ||||||||||||||||
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 Units (RSUs) [Member] | Mr. Ingriselli [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock for cash net, shares | 200,000 | ||||||||||||||||
Fair value, per share | $ 1.07 | $ 1.07 | |||||||||||||||
Fair value, grant | $ 213,000 | ||||||||||||||||
General and administrative expenses | 213,000 | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Notes payable current | 1,025,497 | ||||||||||||||||
Interest expense | 0 | $ 19,381 | 7,015 | $ 99,517 | |||||||||||||
Notes payable current | $ 1,032,512 | $ 2,920,000 | $ 1,032,512 | $ 1,032,512 | |||||||||||||
Trio LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | ||||||||||||||||
Trio LLC [Member] | IPO [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,032,512 | ||||||||||||||||
Trio LLC [Member] | IPO [Member] | Related Party [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 1,032,512 | ||||||||||||||||
Trio LLC [Member] | Minimum [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 780,000 | ||||||||||||||||
Trio LLC [Member] | Minimum [Member] | Related Party [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 780,000 | ||||||||||||||||
Trio LLC [Member] | Maximum [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 1,032,512 | ||||||||||||||||
Trio LLC [Member] | Maximum [Member] | Related Party [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,032,512 | ||||||||||||||||
Trio LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Business acquisition percentage | 80% | 3.02647% | |||||||||||||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | ||||||||||||||||
Purchase And Sale Agreement [Member] | Trio LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Business acquisition percentage | 82.75% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 9 Months Ended | |||||||||||||
Jul. 11, 2023 shares | Jun. 23, 2023 shares | May 02, 2023 shares | Apr. 20, 2023 $ / shares shares | Apr. 20, 2023 $ / shares shares | Jul. 28, 2022 USD ($) | Jul. 11, 2022 USD ($) | May 01, 2022 USD ($) | Sep. 14, 2021 shares | Dec. 31, 2022 shares | Jul. 31, 2023 USD ($) a shares | Jul. 31, 2022 shares | Mar. 31, 2023 a | Feb. 28, 2023 a | Oct. 31, 2022 USD ($) | |
Trio LLC [Member] | |||||||||||||||
Issuance of common stock for cash net, shares | shares | 4,900,000 | ||||||||||||||
Consulting fee | $ 35,000 | ||||||||||||||
Accrued interest expense | $ 406,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Issuance of common stock for cash net, shares | shares | 100,000 | 100,000 | 25,000 | 12,500 | 100,000 | 400,000 | 400,000 | 10,000 | |||||||
Debt Instrument, Term | 5 years | ||||||||||||||
Share Price | $ / shares | $ 3.30 | $ 3.30 | |||||||||||||
IPO [Member] | |||||||||||||||
Directors fees | $ 78,132 | ||||||||||||||
Director [Member] | |||||||||||||||
Annual retainer, additional | $ 50,000 | ||||||||||||||
Board Committee [Member] | |||||||||||||||
Annual retainer, additional | $ 10,000 | ||||||||||||||
Advisors [Member] | |||||||||||||||
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. For a period of 18 months following the July 28, 2023 expiration of the agreement, Spartan shall be entitled to receive the same 7.5% cash fee and 5% warrant coverage compensation under the "tail" terms of the agreement with respect to financing transactions the Company consummates with any party contacted or introduced by Spartan to the Company prior to the expiration of the Spartan agreement. | ||||||||||||||
Legal cost | $ 150,000 | ||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||
[custom:PublicOfferingPricePercentage] | 110% | ||||||||||||||
First Aforementioned [Member] | Unproved Property Lease [Member] | |||||||||||||||
Area of land | a | 8,417 | ||||||||||||||
Non refundable payment | $ 252,512 | ||||||||||||||
Second Aforementioned [Member] | Unproved Property Lease [Member] | |||||||||||||||
Area of land | a | 160 | ||||||||||||||
Delay rental payments | a | 30 | 30 | 30 | ||||||||||||
First Group [Member] | Unproved Property Lease [Member] | |||||||||||||||
Area of land | a | 360 | 360 | |||||||||||||
Delay rental payments | a | 25 | 25 | |||||||||||||
Second Group [Member] | Unproved Property Lease [Member] | |||||||||||||||
Area of land | a | 307.75 | 307.75 | |||||||||||||
Lease, term | 20 years | 20 years |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jul. 31, 2023 | Oct. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total Notes payable | $ 5,428,936 | |
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 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 20, 2023 $ / shares | May 27, 2022 USD ($) | Jan. 28, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jan. 31, 2022 $ / shares shares | Jul. 31, 2023 USD ($) shares | Jul. 31, 2022 USD ($) | Jul. 31, 2023 USD ($) shares | Jul. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Jul. 11, 2023 $ / shares | Jul. 10, 2023 $ / shares | Jun. 23, 2023 $ / shares | May 02, 2023 $ / shares | Apr. 30, 2023 | Dec. 31, 2022 $ / shares | Oct. 17, 2022 $ / shares | Aug. 01, 2022 | Sep. 14, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||||||
Notes payable current | $ 5,428,936 | ||||||||||||||||||
Interest expense | $ 485,293 | 746,930 | $ 1,046,106 | ||||||||||||||||
Gross proceeds | 4,420,000 | ||||||||||||||||||
Warrants | 1,812,635 | ||||||||||||||||||
Debt issuance cost | 505,000 | ||||||||||||||||||
Issuance of commitment shares | $ 1,125,000 | ||||||||||||||||||
Issuance, prefunded warrant | shares | 1,459,878 | 1,459,878 | |||||||||||||||||
Bridge Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes payable current | 265,719 | ||||||||||||||||||
Interest expense | 0 | 174,281 | |||||||||||||||||
Gross proceeds | $ 444,000 | ||||||||||||||||||
Net proceeds | $ 329,562 | ||||||||||||||||||
Interest percentage | 100% | ||||||||||||||||||
Debt issuance cost | $ 70,438 | ||||||||||||||||||
Original issue discount, rate | 10% | ||||||||||||||||||
Original issue discount | $ 44,000 | ||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||
Issuance, prefunded warrant | shares | 400,000 | ||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.01 | ||||||||||||||||||
Debt amount, repaid | $ 440,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Issuance, prefunded warrant | shares | 2,519,451 | ||||||||||||||||||
Warrant, exercise price | $ / shares | $ 1.03 | $ 0.80 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Shares issued price per share | $ / shares | $ 2 | $ 1.21 | $ 0.88 | $ 2.10 | $ 1 | ||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||
Issuance of commitment shares | 38 | ||||||||||||||||||
Share price | $ / shares | $ 3.30 | ||||||||||||||||||
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% | ||||||||||||||||||
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] | Investors [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest expense | 0 | 374,773 | 675,405 | 762,038 | |||||||||||||||
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 common stock on the trading day following the date of the IPO multiplied by the discount of 50%. | ||||||||||||||||||
Number of shares issued | shares | 375,000 | ||||||||||||||||||
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 | ||||||||||||||||||
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 | ||||||||||||||||||
Notes payable | 0 | 0 | 4,137,720 | ||||||||||||||||
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] | |||||||||||||||||||
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% | ||||||||||||||||||
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 | ||||||||||||||||||
Related Party [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes payable current | 1,025,497 | ||||||||||||||||||
Interest expense | 0 | $ 19,381 | 7,015 | $ 99,517 | |||||||||||||||
Notes payable current | 1,032,512 | 1,032,512 | $ 2,920,000 | ||||||||||||||||
Notes payable | $ 1,032,512 | $ 1,032,512 | |||||||||||||||||
Trio LLC [Member] | IPO [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,032,512 | ||||||||||||||||||
Trio LLC [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 780,000 | ||||||||||||||||||
Trio LLC [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 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] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 1,032,512 | ||||||||||||||||||
Trio LLC [Member] | Related Party [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 780,000 | ||||||||||||||||||
Trio LLC [Member] | Related Party [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 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% |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jul. 31, 2023 | Apr. 30, 2023 | Jul. 31, 2023 | |
Equity [Abstract] | |||
Number of warrants outstanding, beginning | 3,419,451 | ||
Weighted average, exercise price, beginning | $ 1 | ||
Weighted average remaining life in years | 3 years | 2 years 9 months 18 days | 3 years |
Intrinsic value, beginning | |||
Number of warrants issued | 489,893 | 3,909,344 | |
Weighted average, exercise price, issued | $ 0.80 | $ 1 | |
Weighted average remaining life in years, issued | 2 years 8 months 12 days | 3 years 1 month 6 days | |
Number of warrants exercised | (2,449,466) | (2,449,466) | |
Weighted average, exercise price, exercised | $ 0.98 | $ 0.98 | |
Weighted average remaining life in years, exercised | |||
Number of warrants cancelled | |||
Weighted average, exercise price, cancelled | |||
Number of warrants expired | |||
Weighted average, exercise price, expired | |||
Number of warrants outstanding, ending | 1,459,878 | 3,419,451 | 1,459,878 |
Weighted average, exercise price, ending | $ 1.03 | $ 1 | $ 1.03 |
Intrinsic value, ending | $ 318,000 | $ 318,000 | |
Warrants outstanding, exercisable | 1,459,878 | 1,459,878 | |
Weighted average, exercise price, exercisable | $ 1.03 | $ 1.03 | |
Weighted average remaining life in years, exercisable | 3 years | 3 years | |
Intrinsic value, exercisable ending | $ 318,000 | $ 318,000 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | Jul. 31, 2023 | Jan. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Number of shares warrant outstanding | 1,459,878 | |
Warrant outstanding, weighted average remaining life in years | 3 years | 3 years |
Number of shares warrant exercisable | 1,459,878 | |
Warrant Outstanding One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding exercise price | $ 0.01 | |
Number of shares warrant outstanding | 400,000 | |
Warrant outstanding, weighted average remaining life in years | 4 years 8 months 12 days | |
Number of shares warrant exercisable | 400,000 | |
Warrant Outstanding Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding exercise price | $ 1.50 | |
Number of shares warrant outstanding | 400,000 | |
Warrant outstanding, weighted average remaining life in years | 1 year 4 months 24 days | |
Number of shares warrant exercisable | 400,000 | |
Warrant Outstanding Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding exercise price | $ 3.30 | |
Number of shares warrant outstanding | 100,000 | |
Warrant outstanding, weighted average remaining life in years | 4 years 8 months 12 days | |
Number of shares warrant exercisable | 100,000 | |
Warrant Outstanding Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding exercise price | $ 1.03 | |
Number of shares warrant outstanding | 559,878 | |
Warrant outstanding, weighted average remaining life in years | 2 years 8 months 12 days | |
Number of shares warrant exercisable | 559,878 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jul. 31, 2023 USD ($) $ / shares shares | Jul. 20, 2023 USD ($) $ / shares shares | Jul. 11, 2023 USD ($) $ / shares shares | Jul. 10, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 23, 2023 USD ($) $ / shares shares | May 02, 2023 USD ($) $ / shares shares | May 01, 2023 USD ($) $ / shares shares | Apr. 20, 2023 USD ($) $ / shares shares | Apr. 20, 2023 USD ($) $ / shares shares | Apr. 20, 2023 $ / shares shares | Oct. 17, 2022 $ / shares shares | Jan. 28, 2022 $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) | Jul. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) shares | Oct. 31, 2022 USD ($) $ / shares shares | May 31, 2023 $ / shares | Feb. 28, 2022 $ / shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Fair value, grant | $ 372,000 | $ 60,000 | ||||||||||||||||||||||
Stock-based compensation expense | $ 785,962 | 896,947 | ||||||||||||||||||||||
Gross proceeds | $ 452,160 | $ 60,543 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Resale amendment agreement, description | the Company issued a Form S-1/A, which registered for resale (i) up to 3,149,314 shares of common stock, par value $0.0001 per share which the selling stockholders may acquire upon the exercise of outstanding common warrants and (ii) up to 500,000 shares of common stock, which the selling stockholders may acquire upon the exercise of outstanding pre-funded warrants. Such warrants were issued to the selling stockholders in connection with securities purchase agreements entered into on January 28, 2022 and September 20, 2022. The Company recorded 699,848 shares of common stock that are not exercised but registered in accordance with their common warrant agreements and 500,000 shares of common stock that are not exercised but registered in accordance with their pre-funded warrant agreements upon the filing of this Form S-1/A | |||||||||||||||||||||||
Warrants expiration term | 3 years | 3 years | 3 years | 3 years | ||||||||||||||||||||
Aggregate of warrants | shares | 1,459,878 | 1,459,878 | 1,459,878 | |||||||||||||||||||||
New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Aggregate of warrants | shares | 2,449,466 | |||||||||||||||||||||||
Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Aggregate of warrants | shares | 1,959,573 | |||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 92 | |||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Expected volatility rate | 136% | |||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Expected volatility rate | 136% | |||||||||||||||||||||||
Measurement Input, Exercise Price [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 50 | |||||||||||||||||||||||
Measurement Input, Exercise Price [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.80 | |||||||||||||||||||||||
Measurement Input, Exercise Price [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Exercise price | $ / shares | 1.03 | |||||||||||||||||||||||
Measurement Input, Share Price [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share price | $ / shares | 1.53 | |||||||||||||||||||||||
Measurement Input, Share Price [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share price | $ / shares | $ 1.43 | |||||||||||||||||||||||
Measurement Input, Expected Term [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Expected term | 3 years | |||||||||||||||||||||||
Measurement Input, Expected Term [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Expected term | 3 years | |||||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Expected dividend rate | 0% | |||||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Expected dividend rate | 0% | |||||||||||||||||||||||
Measurement Input, Discount Rate [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 4.54 | |||||||||||||||||||||||
Measurement Input, Discount Rate [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 4.54 | |||||||||||||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock-based compensation expense | $ 226,242 | |||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Gross proceeds | $ 6,000,000 | |||||||||||||||||||||||
Number of shares sold | shares | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 3 | $ 3 | $ 3 | $ 3 | ||||||||||||||||||||
Share based compensation expenses | $ 6,000,000 | $ 6,000,000 | ||||||||||||||||||||||
Percentage of public offering price | 110% | |||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 3.30 | $ 3.30 | $ 3.30 | $ 3.30 | ||||||||||||||||||||
Shares issued warrants to purchase | shares | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||
Percentage of public offering price | 110% | 110% | 110% | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 100,000 | 100,000 | 25,000 | 12,500 | 100,000 | 400,000 | 400,000 | 10,000 | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 1.21 | $ 0.88 | $ 2.10 | $ 2 | $ 2 | $ 2 | $ 1 | |||||||||||||||||
Fair value, grant | $ 40 | $ 1 | ||||||||||||||||||||||
Gross proceeds | $ 400,000 | |||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Share price | $ / shares | $ 3.30 | $ 3.30 | $ 3.30 | |||||||||||||||||||||
Common Stock [Member] | Two Accredited Investors [Member] | Subscription Agreements [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issed | shares | 400,000 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity fair value | $ 994,091 | |||||||||||||||||||||||
Warrants expiration term | 3 years | |||||||||||||||||||||||
Aggregate of warrants | shares | 2,519,451 | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.80 | $ 1.03 | ||||||||||||||||||||||
Warrant exercise price, description | i) the exercise price was reduced from $1.03 to $0.80 and ii) the number of warrants was increased by a factor of 1.25 or 489,893 warrants in order to induce full, immediate exercise. | |||||||||||||||||||||||
Net of equity issuance costs | $ 146,938 | |||||||||||||||||||||||
Proceeds from issuance of warrants | 1,812,635 | |||||||||||||||||||||||
Warrant [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Net of equity issuance costs | $ 300,000 | |||||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock-based compensation expense | $ 121,000 | $ 88,000 | $ 52,500 | $ 25,000 | ||||||||||||||||||||
Marcum LLP [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share based compensation expenses | $ 80,159 | |||||||||||||||||||||||
Marcum LLP [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 48,000 | |||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 1.67 | |||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Restricted Stock [Member] | Executives [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 1,100,000 | 1,100,000 | ||||||||||||||||||||||
Fair value, grant | $ 323,400 | |||||||||||||||||||||||
Stock-based compensation expense | $ 40,757 | 120,943 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | $ 196,255 | 196,255 | 196,255 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 700,000 | |||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.15 | |||||||||||||||||||||||
Fair value, grant | $ 1,505,000 | 1,505,000 | ||||||||||||||||||||||
Stock-based compensation expense | 226,242 | 226,242 | ||||||||||||||||||||||
Share price | $ / shares | $ 2.15 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock-based compensation expense | $ 40,757 | $ 120,943 | ||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | 2022 Equity Incentive Plan [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 price | $ / shares | $ 0.294 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr Frank Ingriselli [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 200,000 | |||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 1.07 | |||||||||||||||||||||||
Fair value, grant | $ 213,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Restricted Stock [Member] - Forecast [Member] | Sep. 02, 2023 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 425,000 |
Common stock par value | $ / shares | $ 0.64 |