Cover
Cover | 12 Months Ended |
Oct. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 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 |
Contact Personnel Name | Michael L. Peterson |
Balance Sheets
Balance Sheets - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Current assets: | ||
Cash | $ 1,561,924 | $ 73,648 |
Prepaid expenses and other receivables | 133,417 | 35,000 |
Deferred offering costs | 1,643,881 | |
Total current assets | 1,695,341 | 1,752,529 |
Oil and gas properties - not subject to amortization | 9,947,742 | 5,836,232 |
Advance to operators | 1,900,000 | |
Total assets | 11,643,083 | 9,488,761 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 609,360 | 1,164,055 |
Asset retirement obligations – current | 2,778 | 2,778 |
Convertible note, net of discounts | 1,217,597 | |
Warrants liability | 114,883 | |
Total current liabilities | 1,851,386 | 6,710,652 |
Long-term liabilities: | ||
Franchise tax accrual | 9,450 | |
Asset retirement obligations, net of current portion | 48,313 | 45,535 |
Total Long-term liabilities | 48,313 | 54,985 |
Total liabilities | 1,899,699 | 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 October 31, 2023 and 2022, respectively | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 31,046,516 and 16,972,800 shares issued and outstanding as of October 31, 2023 and 2022, respectively | 3,105 | 1,697 |
Stock subscription receivable | (10,010) | (10,010) |
Additional paid-in capital | 20,197,171 | 6,633,893 |
Accumulated deficit | (10,446,882) | (3,902,456) |
Total stockholders’ equity | 9,743,384 | 2,723,124 |
Total liabilities and stockholders’ equity | 11,643,083 | 9,488,761 |
Operators [Member] | ||
Current liabilities: | ||
Due to operators | 21,651 | |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Notes payable | 4,403,439 | |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable | $ 1,025,497 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Oct. 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 | 31,046,516 | 16,972,800 |
Common stock, shares outstanding | 31,046,516 | 16,972,800 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses: | ||
Exploration expense | 251,743 | 28,669 |
General and administrative expenses | 3,311,886 | 768,379 |
Stock-based compensation expense | 1,044,261 | 6,202 |
Accretion expense | 2,778 | 2,778 |
Total operating expenses | 4,610,668 | 806,028 |
Loss from operations | (4,610,668) | (806,028) |
Other expenses: | ||
Interest expense | 791,811 | 1,661,981 |
Penalty fees | 1,322,933 | |
Loss on settlement | 13,051 | |
Loss on note conversion | 1,125,000 | |
Licenses and fees | 3,896 | 9,450 |
Total other expenses | 1,933,758 | 2,994,364 |
Loss before income taxes | (6,544,426) | (3,800,392) |
Provision for income taxes | ||
Net loss | $ (6,544,426) | $ (3,800,392) |
Basic and Diluted Net Loss per Common Share | ||
Basic | $ (0.28) | $ (0.26) |
Diluted | $ (0.28) | $ (0.26) |
Weighted Average Number of Common Shares Outstanding | ||
Basic | 23,079,750 | 14,797,786 |
Diluted | 23,079,750 | 14,797,786 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Share Subscription Receivables [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Oct. 31, 2021 | $ 1,098 | $ (50,545) | $ 4,202,021 | $ (102,064) | $ 4,050,510 |
Balance, shares at Oct. 31, 2021 | 10,982,800 | ||||
Issuance of common stock for cash, net | $ 1 | 40,000 | 19,999 | 60,000 | |
Issuance of common stock for cash net, shares | 10,000 | ||||
Net loss | (3,800,392) | (3,800,392) | |||
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 | |||
Issuance of restricted stock units to outside directors | $ 30 | (30) | |||
Issuance of restricted stock units to outside directors, shares | 300,000 | ||||
Issuance of restricted shares to executives | $ 110 | (110) | |||
Issuance of restricted stock units to executives, shares | 1,100,000 | ||||
Interest imputed on note payable for acquisition of unproved oil and gas properties | 89,237 | 89,237 | |||
Stock-based compensation | 6,202 | 6,202 | |||
Balance 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 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 January 2022 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 January 2022 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 | |||
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 | $ 29 | 366,630 | 366,659 | ||
Issuance of common stock for services, shares | 285,500 | ||||
Issuance of restricted stock units under the Equity Incentive Plan | $ 213 | (213) | |||
Issuance of restricted stock units under the Equity Incentive Plan, shares | 2,125,000 | ||||
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 | ||||
Issuance of equity warrants in connection with convertible debt (Tranche #1) | 332,630 | 332,630 | |||
Stock-based compensation | $ 19 | 1,044,242 | 1,044,261 | ||
Share-based compensation, shares | 200,000 | ||||
Net loss | (6,544,426) | (6,544,426) | |||
Balance at Oct. 31, 2023 | $ 3,105 | $ (10,010) | $ 20,197,171 | $ (10,446,882) | $ 9,743,384 |
Balance, shares at Oct. 31, 2023 | 31,046,516 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,544,426) | $ (3,800,392) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Franchise tax fees | (9,450) | 9,450 |
Bad debt expense | 25,000 | |
Accretion expense | 2,778 | 2,778 |
Conversion of January 2022 SPA | 1,125,000 | |
Debt discount - OID | (140,000) | |
Amortization of debt discount | 473,240 | 1,218,951 |
Write-off of January 2022 SPA receivable | 80,000 | |
Imputed interest | 89,237 | |
Stock-based compensation | 1,044,261 | 6,202 |
Penalty fees | 1,322,933 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivables | (123,417) | (13,846) |
Accounts payable and accrued liabilities | 110,180 | 582,543 |
Net cash used in operating activities | (4,036,834) | (502,144) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Other capital expenditures for unproved oil and gas properties | (362,022) | |
Drilling costs for exploratory well | (3,749,488) | |
Advances to operators | 1,900,000 | |
Due to operators | 21,651 | |
Net cash used in investing activities | (2,189,859) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net | 738,659 | 60,543 |
Proceeds from notes payable – investors | 4,820,000 | |
Repayment of notes payable | (1,472,512) | (2,920,000) |
Proceeds from issuance of common stock in IPO | 6,000,000 | |
Cash paid for debt issuance costs | (350,320) | (575,438) |
Proceeds from exercise of warrants, net | 1,812,635 | |
Cash paid for deferred offering costs | (1,013,493) | (888,190) |
Proceeds from convertible note (Tranche #1) | 2,000,000 | |
Net cash provided by financing activities | 7,714,969 | 496,915 |
NET CHANGE IN CASH | 1,488,276 | (5,229) |
Cash - Beginning of period | 73,648 | 78,877 |
Cash - End of period | 1,561,924 | 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 | $ 332,630 | $ 1,108,974 |
Issuance of RSUs | 213 | 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 | 12 Months Ended |
Oct. 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”) is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund and develop oil exploration and production assets in California; it has no revenue-generating operations as of the date of this filing. The Company was formed to acquire Trio Petroleum LLC’s (“Trio LLC”) approximate 82.75 85.75 Acquisition of South Salinas Project On September 14, 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC 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 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 | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). 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 October 31, 2023 and 2022, the balances of the prepaids account were $ 133,417 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 October 31, 2023 and 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 October 31, 2023 and 2022, the Company recorded $ 350,320 575,438 Oil and Gas Assets and Exploration Costs – Successful Efforts The Company’s projects are in early development and/or exploration stages and it 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 October 31, 2023 and 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 October 31, 2023 and 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 October 31, 2023 and 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 South Salinas Project 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 South Salinas Project 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 for the years ended October 31, 2022 and 2023 are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2021 $ 45,535 Accretion expense 2,778 ARO, ending balance – October 31, 2022 48,313 Accretion expense 2,778 ARO, ending balance – October 31, 2023 51,091 Less: ARO – current 2,778 ARO, net of current portion – October 31, 2023 $ 48,313 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 10): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of October 31, As of October 31, 2023 2022 Warrants (Note 9, Note 10) 396,247 (4) 693,107 (1) Convertible Notes (Note 9, Note 10) - 2,772,429 (2) Commitment Shares (Note 9, Note 10) - 321,428 (3) Restricted stock units and shares (Note 6, Note 10) - 1,400,000 (5) Total potentially dilutive securities 396,247 4,486,964 (1) Balance includes warrants issued per the January 2022 Securities Purchase Agreement (“January 2022 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 dilutive shares based on 1,766,702 (5) Balance consists of restricted stock units granted to five outside directors and restricted shares issued to executives. 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. Reclassification of Expenses Certain amounts in the prior periods presented have been reclassified to the current period financial statement presentation. This reclassification has no effect on previously reported net income. Subsequent Events The Company evaluated all events and transactions that occurred after October 31, 2023 through the date of the filing of this report. See Note 11 for such events and transactions. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Oct. 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 October 31, 2023, the Company had $ 1,561,924 156,045 4,940,000 1,032,512 440,000 3.5 1.9 7 The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of October 31, 2023, the Company has an accumulated deficit of $ 10,446,882 Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Oct. 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 | 12 Months Ended |
Oct. 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 October 31, As of October 31, 2023 2022 Oil and gas properties – not subject to amortization $ 9,947,742 $ 5,836,232 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 9,947,742 $ 5,836,232 During the years ended October 31, 2023 and 2022, the Company incurred aggregate exploration costs of $ 251,743 28,669 4,111,510 4,011,510 100,000 3,749,488 262,022 Optioned Assets 252,512 Leases As of October 31, 2023, the Company holds various leases related to the unproved properties of the South Salinas Project (see Note 6 and Note 7); two of the leases are held with the same lessor. The first lease, which covers 8,417 252,512 The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make delay rental payments of $ 30 /acre per year. The Company is currently in compliance with this requirement and has paid in advance the delay rental payment for the period from October 2022 through October 2023. During February and March of 2023, the Company entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 20 25 307.75 20 30 As of October 31, 2023, the Company assessed the unproved properties of the South Salinas Project and those adjacent to it for impairment, analyzing future drilling plans, leasehold expiration and the existence of any known dry holes in the area. The Company did not record any impairment to the oil and gas property as of October 31, 2023, as all capitalized costs represent costs to acquire unproved property leases pending further development on the balance sheet. There is no Optioned Assets On December 22, 2022, the Company and Trio LLC entered into the Fourth Amendment to the Trio LLC PSA (see Note 6). 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 McCool Ranch Oil Field (Hangman Hollow Area) 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 Avenue 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 perform 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 as of October 31, 2023, the Company has paid approximately $ 39,000 Union Avenue Field Agreement On May 12, 2023, the Company announced the signing of an Acquisition Agreement to potentially acquire up to 100 McCool Ranch Oil Field Asset Purchase On October 16, 2023, the Company entered into an agreement (“McCool Ranch Purchase Agreement”) with Trio LLC for purchase of a 21.918315 % working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project (see Note 6); the Assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Oil Field. The acquired property is an oil field developed with oil wells, a water-disposal well, steam generator, boiler, various tanks, in-field steam pipelines, oil pipelines and other facilities. The property is fully and properly permitted for oil and gas production, cyclic- steam injection and water disposal; however, it is currently idle (i.e., not producing), although operations to restart production have begun. The Company initially recorded a payment of $ 100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 water disposal well (the “WD-1”) to determine if it is capable of reasonably serving the produced water needs for the assets, which Refurbishment was successfully accomplished. With Refurbishment successfully accomplished, the Company will pay an additional $ 400,000 , which shall be used in restarting production operations on the assets. As of October 31, 2023, the Company has recorded the $ 100,000 payment as a capitalized cost; the balance is reflected in the balance of the oil and gas property as of year-end. Additional Working Interest – South Salinas Project In April 2023, the Company paid Trio LLC approximately $ 60,000 3.026471 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS South Salinas Project – Related Party The Company was originally formed to acquire Trio LLC’s working interest in the South Salinas Project, and subsequently partner with certain members of Trio LLC’s management to develop and operate those assets (see Note 1, Note 5). Trio LLC operates the South Salinas on behalf of the Company, and as operator, conducts and has full control of the operations and acts in the capacity of an independent contractor. Trio LLC currently holds a 3.8 85.75 0 1,900,000 Optioned Assets with Related Party On December 22, 2022, the Company and Trio LLC entered into the Fourth Amendment to the Trio LLC PSA. Per the terms of the Fourth Amendment, the Company was granted a 120-day option (commencing on January 1, 2023) to acquire any or all of the following three assets currently owned in part by Trio LLC (the “Optioned Assets”). The price for this option was $ 150,000 ● The Hangman Hollow Field asset with an option to acquire Trio LLC’s 44 ● The Kern Front Field asset with an option to acquire Trio LLC’s 22 ● The Union Avenue Field with an option to acquire Trio LLC’s 20 McCool Ranch Oil Field Asset Purchase – Related Party On October 16, 2023, the Company entered into an agreement (“McCool Ranch Purchase Agreement”) with Trio LLC for purchase of a 21.918315 100,000 400,000 100,000 Additional Working Interest – South Salinas Project – Related Party In April 2023, the Company paid Trio LLC approximately $ 60,000 3.026471 Notes Payable – Related Party On September 14, 2021, the Company entered into a note payable with Trio LLC as part of the agreement for the purchase of an 82.75 780,000 1,032,512 1,032,512 0 1,025,497 7,015 120,337 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 88,200 0 0 On September 2, 2023, the Company issued an aggregate 425,000 0.0001 0.64 273,275 96,016 0 177,259 Restricted Shares issued to Executives and Employees In February 2022, the Company entered into employee agreements with Frank Ingriselli (Chief Executive Officer or “CEO”) and 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 1,100,000 323,400 161,700 6,202 155,498 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 1,505,000 440,219 0 1,064,781 On July 20, 2023, pursuant to the Ingriselli Employment Agreement (see above), the Company issued 200,000 1.07 213,000 213,000 On October 16, 2023, the Company and Michael L. Peterson entered into an employment agreement (the “Peterson Employment Agreement”), effective as of October 23, 2023, pursuant to which Mr. Peterson will serve as Chief Executive Officer of the Company, replacing Mr. Ingriselli. Pursuant to the Peterson Employment Agreement, Mr. Peterson will be paid an annual base salary of $ 350,000 100 Pursuant to the Peterson Employment Agreement, the Company issued Mr. Peterson is a grant of 1,000,000 0.27 271,000 25 3,341 267,659 Consulting Agreement – Related Party On October 6, 2023, Mr. Ingriselli delivered notice of his resignation as the Company’s Chief Executive Officer, effective on October 23, 2023. Upon his resignation, Mr. Ingriselli will continue as a director and hold the title of “Vice Chairman” of the Board of Directors of the Company. In addition, on October 16, 2023, the Company and Global Venture Investments LLC (“Consultant”), a Delaware Limited Liability Company and a wholly owned consulting firm owned 100 10,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Oct. 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 October 31, 2023, the Company holds various leases related to the unproved properties of the South Salinas Project (see Note 5); two of the leases are held with the same lessor. The first lease, which 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 South Salinas Project with two groups of lessors. The first group of leases covers 360 20 25 307.75 20 30 As of October 31, 2023, the Company assessed the unproved properties of the South Salinas Project 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 10,000 156,154 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 five years 3.30 110 Trio LLC – Monthly Consulting Fee Pursuant to the Fourth Amendment to the Trio LLC 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 10) 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. Significant components of the Company’s deferred tax assets are summarized below. SCHEDULE OF DEFERRED TAX ASSETS As of October 31, As of October 31, 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 1,095,000 $ 797,000 Total deferred tax asset 1,095,000 797,000 Valuation allowance (1,095,000 ) (797,000 ) Deferred tax asset, net $ - $ - As of October 31, 2023 and 2022, the Company had approximately $ 1,095,000 797,000 The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by the Company’s management to be less likely than not. The valuation allowance increased $ 298,000 776,000 A reconciliation of the statutory federal income tax benefit to actual tax benefit is as follows: SCHEDULE OF EFFECTIVE FEDERAL INCOME TAX RATE RECONCILIATION As of October 31, As of October 31, 2023 2022 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit - % - % Change in valuation allowance 21 % 21 % Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2023 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Notes payable as of October 31, 2023 and 2022 consisted of the following: SCHEDULE OF NOTES PAYABLE As of October 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 Convertible note, net of discounts 1,217,597 - Total Notes payable $ 1,217,597 $ 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 82.75 780,000 1,032,512 1,032,512 0 1,025,497 7,015 120,337 1,032,512 2,920,000 Notes Payable – Investors (January 2022 SPA) On January 28, 2022, the Company entered into the January 2022 SPA with GPL, pursuant to which (i) in exchange for $ 4,500,000 4,500,000 50 4,500,000 0.29 1,322,933 The January 2022 Notes have a maturity date on the earlier of April 30, 2023 (such maturity date being extended initially from January 28, 2023 pursuant to the amendment to the January 2022 Notes signed on January 23, 2023 and again from February 28, 2023 pursuant to the second amendment to the January 2022 Notes signed on February 23, 2023) or the IPO and bear interest at a rate of 8 15 i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of Common Stock on the trading day following the date of the consummation of the IPO multiplied by the discount of 50%. 9,000,000 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 4,137,720 674,405 1,136,811 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 0 265,719 174,281 51,040 Convertible note – investors (October 2023 SPA) On October 4, 2023, the Company entered into a securities purchase agreement (the “October 2023 SPA”) with an investor; the October 2023 SPA provides for loans in an aggregate principal amount of up to $ 3.5 2.0 1.5 In consideration for the investor’s funding of the first tranche, the Company issued and sold to the investor, in a private placement, i) a senior secured convertible promissory note in the aggregate principal amount of $ 2,000,000 866,702 1.20 1.20 0.35 Upon the initial funding on October 4, 2023, the Company recorded gross proceeds of approximately $ 2.0 7 140,000 350,320 1.5 866,702 332,630 0.55 1.20 5 137.10 zero 4.72 Commencing on the earlier of (i) the day that is the four months after October 4, 2023 and (ii) the date on which the first Resale Registration Statement shall have been declared effective by the SEC, the Company is required to pay to the investor the outstanding principal balance under the Note in monthly installments, on such date and each one (1) month anniversary thereof, in an amount equal to 103 As collateral for the obligations under the October 2023 SPA, the Company has granted to the investor a senior security interest in all of the Company’s assets (inclusive of intellectual property), subject to certain exceptions, as set forth in the Security Agreement (as defined in the October 2023 SPA). The Company has also entered into a Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement (the “Deed of Trust”) with the Investor granting to the Investor a security interest in certain oil and gas interests held by the Company in California (the “Deed of Trust”). In connection with the October 2023 SPA, on October 4, 2023, the Company entered into voting agreements (collectively, the “Voting Agreements”) with certain Company stockholders, directors and officers, representing any aggregate of 4,025,000 20 In connection with the October 2023 SPA, on October 4, 2023, the Company entered into a registration rights agreement (the “October 2023 RRA”) with the investor pursuant to which the Registrable Securities (as defined therein) held by the investor, subject to certain conditions, are entitled to registration under the Securities Act. Pursuant to October 2023 RRA, the Company is required to, within 30 days after the date thereof, and within 10 days after the Closing of the Second Tranche (as such term is defined in the October 2023 SPA), file with the SEC (at the Company’s sole cost and expense) a Resale Registration Statement and to cause such Resale Registration Statement to be effective within 60 days after the applicable filing date, covering the resale by the Investor of the Registrable Securities. Under the terms of the October 2023 SPA, the October 2023 RRA and the Note, the Company is required to reserve and register 13,161,976 200 200 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Common Shares The Company is authorized to issue an aggregate of 500,000,000 490,000,000 0.0001 10,000,000 0.0001 In January 2022, the Company entered into the January 2022 SPA with GPL, which has warrants attached that are exercisable into up to 50 994,091 On April 28, 2022, the Company issued 4,500,000 0.0001 0.29 1,322,933 On July 11, 2022, the Company issued 60,000 0.0001 300,000 0.29 88,200 88,200 0 0 On October 17, 2022, the Company issued 1,100,000 0.29 1,100,000 323,400 161,700 6,202 155,498 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 In April 2023, upon consummation of its IPO, the Company also issued 375,000 25 4,500,000 3.00 On April 20, 2023, the Company issued 12,500 2.00 25,000 On May 1, 2023, the Company issued 700,000 2.15 1,505,000 440,219 0 1,064,781 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 On September 2, 2023, the Company issued 425,000 0.0001 0.64 273,275 96,016 0 177,259 On October 16, 2023, pursuant to the Peterson Employment Agreement, the Company issued Mr. Peterson is a grant of 1,000,000 0.27 271,000 The restricted stock grant vests over a period of two years, with 25% of the shares of restricted stock vesting six months after the Peterson Employment Agreement Effective Date, and the remainder vesting in equal tranches on each of the 12-, 18-, and 24-month anniversary dates of the Peterson Employment Agreement 3,341 267,659 Warrants January 2022 SPA with GPL Warrants In January 2022, the Company entered into the January 2022 SPA with GPL, which had warrants attached that were 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 On September 20, 2023, the Company and the sixth GPL investor entered into an amendment to their particular warrant agreement, pursuant to which the Company agreed to amend the warrant held by the holder in order to (i) reduce the exercise price of the warrant from an exercise price of $1.03 per share to $0.11 per share and (ii) add a customary cashless exercise provision to the warrant. 451,831 The Company accounted for the amendments as warrant modifications, whereby the effect of the modifications is measured as the difference in relative fair value immediately before the modification and after the modification; and any increase to the relative fair value is recognized as equity issuance costs. To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of 559,878 0.57 1.03 3.0 148 0 4.82 451,831 0.57 0.11 3.0 148 0 4.82 1,000 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 years ended October 31, 2023 and 2022 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, November 1, 2021 - $ - - $ - Issued - - - - Outstanding, November 1, 2022 - - - - Issued 4,776,046 1.04 3.1 - Exercised (2,901,298 ) 1.03 - - Cancelled - - - - Expired (108,047 ) - - - Outstanding, October 31, 2023 1,766,702 $ 1.12 3.9 $ 211,200 Exercisable, October 31, 2023 1,766,702 $ 1.12 3.9 $ 211,200 A summary of outstanding and exercisable warrants as of October 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 4.5 400,000 $ 1.50 400,000 1.1 400,000 $ 3.30 100,000 4.5 100,000 $ 1.20 866,702 4.9 866,702 1,766,702 3.9 1,766,702 Stock Options A summary of the option activity during the years ended October 31, 2023 and 2022 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, November 1, 2021 - $ - - $ - Issued - - - - Outstanding, November 1, 2022 - - - - Issued 120,000 0.52 4.8 1,800 Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, October 31, 2023 120,000 $ 0.52 4.8 $ 1,800 Exercisable, October 31, 2023 90,000 $ 0.52 4.8 $ 1,350 A summary of outstanding and exercisable options as of October 31, 2023 and 2022 is presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 0.52 120,000 4.8 90,000 120,000 4.8 90,000 On August 15, 2023, the Company issued five-year options to purchase 120,000 0.52 24 55,711 The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows: SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS Risk free interest rate 4.36 Expected term (years) 5.0 Expected volatility 137.1 Expected dividends 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – 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 financial statements are issued, the Company has evaluated all events and transactions that occurred after October 31, 2023, through the date the financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the financial statements. Resale Form S-1 On November 11, 2023, the Company filed a Form S-1 for the resale of i) up to 11,428,572 1,733,404 83,333 First Amendment to the Resales Form S-1 On December 6, 2023, the Company filed the first amendment to the Form S-1 filed with the SEC on November 3, 2023. Asphalt Ridge Option Agreement and Amendment On November 10, 2023, the Company entered into a leasehold acquisition and development option agreement (“AR Agreement”) with Heavy Sweet Oil LLC (“Heavy Sweet”) to purchase up to a 20 20 2,000,000 On December 29, 2023, the Company and Heavy Sweet entered into an Amendment to the AR Agreement (the “AR Amendment”), pursuant to which the Company and Heavy Sweet amended the AR Agreement to provide that, within three business days of the effective date of the AR Amendment, the Company would fund $ 200,000 2,000,000 2 200,000 2 Amendment to October 2023 SPA and Second Tranche Financing On December 29, 2023, the Company and an investor entered into an Amendment to the October 2023 SPA (see Note 9), whereby in connection with the closing of the second tranche, (i) the fixed conversion price of the convertible promissory note issued and (ii) the exercise price of the warrant issued in connection with the second tranche were both reduced from $ 1.20 0.50 550,000 On January 2, 2024, the Company closed on the second tranche and received gross proceeds of $ 511,500 550,000 0.50 445,561 0.50 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
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 October 31, 2023 and 2022, the balances of the prepaids account were $ 133,417 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 October 31, 2023 and 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 October 31, 2023 and 2022, the Company recorded $ 350,320 575,438 |
Oil and Gas Assets and Exploration Costs – Successful Efforts | Oil and Gas Assets and Exploration Costs – Successful Efforts The Company’s projects are in early development and/or exploration stages and it 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 October 31, 2023 and 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 October 31, 2023 and 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 October 31, 2023 and 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 South Salinas Project 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 South Salinas Project 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 for the years ended October 31, 2022 and 2023 are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2021 $ 45,535 Accretion expense 2,778 ARO, ending balance – October 31, 2022 48,313 Accretion expense 2,778 ARO, ending balance – October 31, 2023 51,091 Less: ARO – current 2,778 ARO, net of current portion – October 31, 2023 $ 48,313 |
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 10): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of October 31, As of October 31, 2023 2022 Warrants (Note 9, Note 10) 396,247 (4) 693,107 (1) Convertible Notes (Note 9, Note 10) - 2,772,429 (2) Commitment Shares (Note 9, Note 10) - 321,428 (3) Restricted stock units and shares (Note 6, Note 10) - 1,400,000 (5) Total potentially dilutive securities 396,247 4,486,964 (1) Balance includes warrants issued per the January 2022 Securities Purchase Agreement (“January 2022 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 dilutive shares based on 1,766,702 (5) Balance consists of restricted stock units granted to five outside directors and restricted shares issued to executives. |
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. |
Reclassification of Expenses | Reclassification of Expenses Certain amounts in the prior periods presented have been reclassified to the current period financial statement presentation. This reclassification has no effect on previously reported net income. |
Subsequent Events | Subsequent Events The Company evaluated all events and transactions that occurred after October 31, 2023 through the date of the filing of this report. See Note 11 for such events and transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPONENTS OF CHANGES IN ARO | Components of the changes in ARO for the years ended October 31, 2022 and 2023 are shown below: SCHEDULE OF COMPONENTS OF CHANGES IN ARO ARO, ending balance – October 31, 2021 $ 45,535 Accretion expense 2,778 ARO, ending balance – October 31, 2022 48,313 Accretion expense 2,778 ARO, ending balance – October 31, 2023 51,091 Less: ARO – current 2,778 ARO, net of current portion – October 31, 2023 $ 48,313 |
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 10): SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE As of October 31, As of October 31, 2023 2022 Warrants (Note 9, Note 10) 396,247 (4) 693,107 (1) Convertible Notes (Note 9, Note 10) - 2,772,429 (2) Commitment Shares (Note 9, Note 10) - 321,428 (3) Restricted stock units and shares (Note 6, Note 10) - 1,400,000 (5) Total potentially dilutive securities 396,247 4,486,964 (1) Balance includes warrants issued per the January 2022 Securities Purchase Agreement (“January 2022 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 dilutive shares based on 1,766,702 (5) Balance consists of restricted stock units granted to five outside directors and restricted shares issued to executives. |
OIL AND NATURAL GAS PROPERTIES
OIL AND NATURAL GAS PROPERTIES (Tables) | 12 Months Ended |
Oct. 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 October 31, As of October 31, 2023 2022 Oil and gas properties – not subject to amortization $ 9,947,742 $ 5,836,232 Accumulated impairment — — Oil and gas properties – not subject to amortization, net $ 9,947,742 $ 5,836,232 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | Significant components of the Company’s deferred tax assets are summarized below. SCHEDULE OF DEFERRED TAX ASSETS As of October 31, As of October 31, 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 1,095,000 $ 797,000 Total deferred tax asset 1,095,000 797,000 Valuation allowance (1,095,000 ) (797,000 ) Deferred tax asset, net $ - $ - |
SCHEDULE OF EFFECTIVE FEDERAL INCOME TAX RATE RECONCILIATION | A reconciliation of the statutory federal income tax benefit to actual tax benefit is as follows: SCHEDULE OF EFFECTIVE FEDERAL INCOME TAX RATE RECONCILIATION As of October 31, As of October 31, 2023 2022 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit - % - % Change in valuation allowance 21 % 21 % Effective tax rate - % - % |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable as of October 31, 2023 and 2022 consisted of the following: SCHEDULE OF NOTES PAYABLE As of October 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 Convertible note, net of discounts 1,217,597 - Total Notes payable $ 1,217,597 $ 5,428,936 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity during the years ended October 31, 2023 and 2022 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, November 1, 2021 - $ - - $ - Issued - - - - Outstanding, November 1, 2022 - - - - Issued 4,776,046 1.04 3.1 - Exercised (2,901,298 ) 1.03 - - Cancelled - - - - Expired (108,047 ) - - - Outstanding, October 31, 2023 1,766,702 $ 1.12 3.9 $ 211,200 Exercisable, October 31, 2023 1,766,702 $ 1.12 3.9 $ 211,200 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | A summary of outstanding and exercisable warrants as of October 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 4.5 400,000 $ 1.50 400,000 1.1 400,000 $ 3.30 100,000 4.5 100,000 $ 1.20 866,702 4.9 866,702 1,766,702 3.9 1,766,702 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the option activity during the years ended October 31, 2023 and 2022 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, November 1, 2021 - $ - - $ - Issued - - - - Outstanding, November 1, 2022 - - - - Issued 120,000 0.52 4.8 1,800 Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, October 31, 2023 120,000 $ 0.52 4.8 $ 1,800 Exercisable, October 31, 2023 90,000 $ 0.52 4.8 $ 1,350 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS | A summary of outstanding and exercisable options as of October 31, 2023 and 2022 is presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 0.52 120,000 4.8 90,000 120,000 4.8 90,000 |
SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS | The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows: SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS Risk free interest rate 4.36 Expected term (years) 5.0 Expected volatility 137.1 Expected dividends 0 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) | 1 Months Ended | |||||
Apr. 20, 2023 USD ($) shares | Dec. 17, 2021 USD ($) $ / shares shares | Sep. 14, 2021 USD ($) shares | Apr. 30, 2023 shares | Oct. 31, 2023 a 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 | ||||
Acres of property | a | 8,417 | |||||
IPO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued | 375,000 | |||||
Number of shares sold | 2,000,000 | 2,000,000 | ||||
Gross proceeds from sale of shares | $ | $ 6,000,000 | |||||
Trio LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued | 4,900,000 | |||||
Business acquisition percentage. | 45% | 1% | 29% | |||
Trio LLC [Member] | Purchase and Sale Agreement [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 | 4,900,000 | |||||
Common stock price per share | $ / shares | $ 0.0001 | |||||
Working interest percentage | 3% | |||||
Acres of property | ft² | 9,300 | 9,300 | ||||
Trio LLC [Member] | South Salinas Project [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Business acquisition increase in percentage of working interest | 82.75% | |||||
Business acquisition percentage | 82.75% | 85.75% | 85.75% | |||
Trio LLC [Member] | South Salinas Project [Member] | Purchase and Sale Agreement [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 ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | ||
ARO, ending balance | $ 48,313 | $ 45,535 |
Accretion expense | 2,778 | 2,778 |
ARO, ending balance | 51,091 | 48,313 |
Less: ARO - current | 2,778 | |
ARO, net of current portion | $ 48,313 | $ 45,535 |
SCHEDULE OF WEIGHTED AVERAGE CO
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE (Details) - shares | 12 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 396,247 | 4,486,964 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrents | 396,247 | [1] | 693,107 | [2] |
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Convertible Notes | 2,772,429 | [3] | ||
Commitment Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Restricted stock units and share | 321,428 | [4] | ||
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Restricted stock units and share | 1,400,000 | [5] | ||
[1]Balance consists of potentially dilutive shares based on 1,766,702 50 50 1,125,000 25 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE (Details) (Parenthetical) | 12 Months Ended |
Oct. 31, 2023 USD ($) shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Dilutive shares outstanding | shares | 1,766,702 |
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 | Sep. 14, 2021 | Oct. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 |
Cash equivalents | $ 0 | $ 0 | ||
Prepaid expense, current | 133,417 | 35,000 | ||
Deferred offering costs | 1,643,881 | |||
Debt issuance costs, gross | 350,320 | 575,438 | ||
Impairment of long-lived assets | $ 0 | $ 0 | ||
Trio LLC [Member] | ||||
Issuance of share | 4.9 | |||
Business acquisition percentage. | 45% | 1% | 29% | |
Trio LLC [Member] | South Salinas Project [Member] | ||||
Business acquisition percentage. | 82.75% | 85.75% | 85.75% |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Oct. 31, 2023 | Oct. 04, 2023 | Apr. 20, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | $ 1,561,924 | $ 1,561,924 | $ 73,648 | ||
Working capital | 156,045 | 156,045 | |||
Proceeds from public offering | 4,940,000 | $ 4,940,000 | 6,000,000 | ||
Accumulated deficit | 10,446,882 | 10,446,882 | $ 3,902,456 | ||
October 2023 SPA [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Original issue discount rate | 7% | ||||
Two Tranches [Member] | October 2023 SPA [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument, issued, principal | $ 3,500,000 | ||||
First Tranche [Member] | October 2023 SPA [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument, issued, principal | $ 1,900,000 | ||||
Three Investors [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Principal amount | 440,000 | 440,000 | |||
Related Party [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non-interest-bearing note payable | $ 1,032,512 | $ 1,032,512 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2023 | Apr. 20, 2023 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 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 | ||||
Proceeds from sale of stock | $ 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 | ||||
Warrants exercise price | $ 3.30 | $ 3.30 | ||||
Public offering price, percentage | 110% |
SCHEDULE OF OIL AND NATURAL GAS
SCHEDULE OF OIL AND NATURAL GAS PROPERTIES (Details) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Oil and gas properties – not subject to amortization | $ 9,947,742 | $ 5,836,232 |
Accumulated impairment | ||
Oil and gas properties – not subject to amortization, net | $ 9,947,742 | $ 5,836,232 |
OIL AND NATURAL GAS PROPERTIE_2
OIL AND NATURAL GAS PROPERTIES (Details Narrative) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||
Oct. 16, 2023 USD ($) | Dec. 22, 2022 USD ($) | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) a ft² | Oct. 31, 2023 USD ($) a | Oct. 31, 2022 USD ($) | May 12, 2023 | May 27, 2022 USD ($) | Sep. 14, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Exploration costs | $ 251,743 | $ 28,669 | |||||||
Capitalized costs | 4,111,510 | ||||||||
Acquisition costs | $ 262,022 | ||||||||
Non refundable payment | $ 252,512 | $ 252,512 | |||||||
Area of land | a | 8,417 | ||||||||
Cost, depletion | $ 0 | ||||||||
Option fee | $ 150,000 | ||||||||
Reserve analysis optioned asset | 39,000 | ||||||||
Payment of execution | $ 100,000 | ||||||||
Adjustments to additional paid in capital, other | $ 400,000 | ||||||||
Payment capitalized cost | $ 100,000 | ||||||||
Trio LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Cash paid for additional acquisition | $ 60,000 | ||||||||
Second Aforementioned [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Area of land | a | 160 | ||||||||
Payments for rent | $ 30 | ||||||||
Group One [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Area of land | a | 360 | ||||||||
Payments for rent | $ 25 | ||||||||
Lease term | 20 years | ||||||||
Group Two [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Area of land | ft² | 307.75 | ||||||||
Payments for rent | $ 30 | ||||||||
Lease term | 20 years | ||||||||
South Salinas Project [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Exploration costs | 3,749,488 | ||||||||
Capitalized costs | $ 4,011,510 | ||||||||
South Salinas Project [Member] | Trio LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 85.75% | 85.75% | 82.75% | ||||||
McCool Ranch Oil Field [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Capitalized costs | $ 100,000 | ||||||||
McCool Ranch Oil Field [Member] | Trio LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 44% | ||||||||
Ken Fron Field [Member] | Trio LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 22% | ||||||||
Union Ave Field [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 100% | ||||||||
Union Ave Field [Member] | Trio LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 20% | ||||||||
Trio LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 3.02647% | ||||||||
Trio LLC [Member] | Ken Fron Field [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Percentage of working interest | 21.91832% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Oct. 23, 2023 | Oct. 16, 2023 | Sep. 02, 2023 | Jul. 20, 2023 | May 01, 2023 | Apr. 20, 2023 | Dec. 22, 2022 | Jul. 11, 2022 | May 27, 2022 | Dec. 17, 2021 | Sep. 14, 2021 | May 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Feb. 28, 2022 | Jul. 31, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jul. 11, 2023 | Jun. 23, 2023 | May 02, 2023 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Working interest percentage | 85.75% | |||||||||||||||||||||
Long term asset advance to operators | $ 1,900,000 | $ 1,900,000 | ||||||||||||||||||||
Option fee | $ 150,000 | |||||||||||||||||||||
Payment of execution | $ 100,000 | |||||||||||||||||||||
Adjustments to additional paid in capital, other | $ 400,000 | |||||||||||||||||||||
Payment capitalized cost | 100,000 | |||||||||||||||||||||
Interest expense | 791,811 | 1,661,981 | ||||||||||||||||||||
Fair value, per share | $ 0.27 | |||||||||||||||||||||
Aggregate fair value | 372,000 | 60,000 | ||||||||||||||||||||
Stock based compensation | 1,044,261 | $ 6,202 | ||||||||||||||||||||
Unrecognized expense | $ 267,659 | |||||||||||||||||||||
Common stock, par value, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, option, nonvested, weighted average exercise price | $ 0.27 | |||||||||||||||||||||
Restricted value | ||||||||||||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock based compensation | 440,219 | $ 0 | ||||||||||||||||||||
Unrecognized expense | $ 1,064,781 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 12,500 | 400,000 | 400,000 | 10,000 | ||||||||||||||||||
Shares issued, price per share | $ 2 | $ 1 | $ 1.21 | $ 0.88 | $ 2.10 | |||||||||||||||||
Aggregate fair value | $ 40 | $ 1 | ||||||||||||||||||||
Common stock, par value, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Restricted shares | 2,125,000 | |||||||||||||||||||||
Restricted value | $ 213 | |||||||||||||||||||||
Michael L Peterson [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Annual based salary | $ 350,000 | |||||||||||||||||||||
Discretionary bonus percentage | 100% | |||||||||||||||||||||
Mr Peterson [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock based compensation | 3,341 | |||||||||||||||||||||
Unrecognized expense | 267,659 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 700,000 | |||||||||||||||||||||
Shares issued, price per share | $ 2.15 | |||||||||||||||||||||
Aggregate fair value | $ 1,505,000 | |||||||||||||||||||||
Stock based compensation | 96,016 | 0 | ||||||||||||||||||||
Unrecognized expense | 177,259 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Restricted shares, vesting rate | 25% | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 425,000 | |||||||||||||||||||||
Shares issued, price per share | $ 0.64 | |||||||||||||||||||||
Aggregate fair value | $ 273,275 | |||||||||||||||||||||
Common stock, par value, per share | $ 0.0001 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Five Outside Director [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 60,000 | |||||||||||||||||||||
Shares issued, price per share | $ 0.0001 | |||||||||||||||||||||
Fair value, per share | $ 0.29 | |||||||||||||||||||||
Aggregate fair value | $ 88,200 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 60,000 | |||||||||||||||||||||
Shares issued, price per share | $ 0.0001 | |||||||||||||||||||||
Fair value, per share | $ 0.29 | |||||||||||||||||||||
Aggregate fair value | $ 300,000 | |||||||||||||||||||||
Stock based compensation | 88,200 | 0 | ||||||||||||||||||||
Unrecognized expense | 0 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr Frank Ingriselli [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 200,000 | |||||||||||||||||||||
Shares issued, price per share | $ 1.07 | |||||||||||||||||||||
Aggregate fair value | $ 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 Stock Units (RSUs) [Member] | Six Employee Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Fair value, per share | $ 2.15 | |||||||||||||||||||||
Aggregate fair value | 1,505,000 | 1,505,000 | ||||||||||||||||||||
Stock based compensation | 440,219 | 0 | ||||||||||||||||||||
Unrecognized expense | $ 1,064,781 | |||||||||||||||||||||
Grant of restricted shares | 700,000 | |||||||||||||||||||||
Restricted shares, vesting rate | 25% | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr. Ingriselli [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 200,000 | |||||||||||||||||||||
Aggregate fair value | $ 213,000 | |||||||||||||||||||||
Stock based compensation | $ 213,000 | |||||||||||||||||||||
Fair value per share | 1.07 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mr Peterson [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Restricted shares, vesting rate | 25% | |||||||||||||||||||||
Restricted shares | 1,000,000 | |||||||||||||||||||||
Restricted value | $ 271,000 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 375,000 | |||||||||||||||||||||
Shares issued, price per share | $ 3 | |||||||||||||||||||||
Trio LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Cash paid for additional acquisition | $ 60,000 | |||||||||||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||||||||||||
Purchase and Sale Agreement [Member] | Trio LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | 4,900,000 | |||||||||||||||||||||
Common stock, par value, per share | $ 0.0001 | |||||||||||||||||||||
Trio LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 3.02647% | |||||||||||||||||||||
Trio LLC [Member] | Purchase and Sale Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 82.75% | |||||||||||||||||||||
Trio LLC [Member] | Ken Fron Field [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 21.91832% | |||||||||||||||||||||
South Salinas Project [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Working interest percentage | 3.80% | |||||||||||||||||||||
Long term asset advance to operators | $ 1,900,000 | $ 0 | 1,900,000 | |||||||||||||||||||
Optioned Assets Related Party [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Option fee | $ 150,000 | |||||||||||||||||||||
Optioned Assets Related Party [Member] | Trio LLC [Member] | Hangman Hollow Field Asset [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 44% | |||||||||||||||||||||
Optioned Assets Related Party [Member] | Trio LLC [Member] | Ken Fron Field [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 22% | |||||||||||||||||||||
Optioned Assets Related Party [Member] | Trio LLC [Member] | Union Ave Field [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 20% | |||||||||||||||||||||
Additional Working Interest South Salinas Project [Member] | Trio LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Percentage of working interest | 3.02647% | |||||||||||||||||||||
Cash paid for additional acquisition | $ 60,000 | |||||||||||||||||||||
Notes Payable Related Party [Member] | Trio LLC [Member] | IPO [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction amounts of transaction | $ 1,032,512 | |||||||||||||||||||||
Notes Payable Related Party [Member] | Trio LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction amounts of transaction | 780,000 | |||||||||||||||||||||
Notes Payable Related Party [Member] | Trio LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction amounts of transaction | 1,032,512 | |||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Notes payable current | 1,025,497 | 1,025,497 | ||||||||||||||||||||
Interest expense | 7,015 | 120,337 | ||||||||||||||||||||
Notes payable current | $ 2,920,000 | 1,032,512 | 2,920,000 | |||||||||||||||||||
Related Party [Member] | Trio LLC [Member] | IPO [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction amounts of transaction | 1,032,512 | |||||||||||||||||||||
Related Party [Member] | Trio LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction amounts of transaction | 780,000 | |||||||||||||||||||||
Related Party [Member] | Trio LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction amounts of transaction | $ 1,032,512 | |||||||||||||||||||||
Restricted Share Issued To Executives And Employees [Member] | Restricted Stock Units (RSUs) [Member] | Executives [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock based compensation | 161,700 | $ 6,202 | ||||||||||||||||||||
Unrecognized expense | $ 155,498 | |||||||||||||||||||||
Restricted Share Issued To Executives And Employees [Member] | 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 | |||||||||||||||||||||
Aggregate fair value | $ 323,400 | |||||||||||||||||||||
Consulting Agreement Related Party [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Consulting agreement percentage | 100% | |||||||||||||||||||||
Consulting agreement fee | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||
Sep. 21, 2023 shares | Apr. 20, 2023 $ / shares shares | Jul. 28, 2022 USD ($) | Jul. 11, 2022 USD ($) | May 01, 2022 USD ($) | Sep. 14, 2021 shares | Apr. 30, 2023 shares | Oct. 31, 2023 USD ($) a | Oct. 16, 2023 $ / shares | Mar. 31, 2023 a | Feb. 28, 2023 a | Oct. 31, 2022 USD ($) | May 27, 2022 USD ($) | |
Area of land | a | 8,417 | ||||||||||||
Non refundable payment | $ 252,512 | $ 252,512 | |||||||||||
Annual retainer, additional | $ 3,341 | ||||||||||||
Share Price | $ / shares | $ 0.27 | ||||||||||||
Trio LLC [Member] | |||||||||||||
Issuance of common stock for cash net, shares | shares | 4,900,000 | ||||||||||||
Consulting fee | $ 35,000 | ||||||||||||
Accrued interest expense | 406,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Issuance of common stock for cash net, shares | shares | 451,831 | 100,000 | |||||||||||
Debt Instrument, Term | 5 years | ||||||||||||
Share Price | $ / shares | $ 3.30 | ||||||||||||
IPO [Member] | |||||||||||||
Directors fees | $ 156,154 | ||||||||||||
Issuance of common stock for cash net, shares | shares | 375,000 | ||||||||||||
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] | Warrant [Member] | |||||||||||||
Public offering price percentage | 110% | ||||||||||||
First Aforementioned [Member] | Unproved Property Lease [Member] | |||||||||||||
Area of land | a | 8,417 | ||||||||||||
Non refundable payment | $ 252,512 | ||||||||||||
Second Aforementioned [Member] | |||||||||||||
Area of land | a | 160 | ||||||||||||
Second Aforementioned [Member] | Unproved Property Lease [Member] | |||||||||||||
Area of land | a | 160 | ||||||||||||
Delay rental payments | a | 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 | |||||||||||
Delay rental payments | a | 30 | 30 | |||||||||||
Lease, term | 20 years | 20 years |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 1,095,000 | $ 797,000 |
Total deferred tax asset | 1,095,000 | 797,000 |
Valuation allowance | (1,095,000) | (797,000) |
Deferred tax asset, net |
SCHEDULE OF EFFECTIVE FEDERAL I
SCHEDULE OF EFFECTIVE FEDERAL INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | (21.00%) | (21.00%) |
State statutory income tax rate, net of federal benefit | ||
Change in valuation allowance | 21% | 21% |
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss Carryforwards | $ 1,095,000 | $ 797,000 |
Valuation allowance deferred tax assets, Increase decrease | $ 298,000 | $ 776,000 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total Notes payable | $ 1,217,597 | $ 5,428,936 |
Convertible note, net of discounts | 1,217,597 | |
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 | |
Investors [Member] | Bridge Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes payable | 0 | 265,719 |
Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes payable | $ 1,025,497 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 04, 2023 | May 27, 2022 | Jan. 28, 2022 | Sep. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Oct. 16, 2023 | Apr. 30, 2023 | Oct. 17, 2022 | Sep. 14, 2021 | |
Short-Term Debt [Line Items] | ||||||||||
Interest expense | $ 791,811 | $ 1,661,981 | ||||||||
Notes payable | 1,217,597 | 5,428,936 | ||||||||
Gross proceeds | 4,820,000 | |||||||||
Debt issuance costs | 350,320 | 575,438 | ||||||||
Share price | $ 0.27 | |||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||
Expected term | 5 years | |||||||||
Expected volatility rate | 137.10% | |||||||||
Expected dividend rate | 0% | |||||||||
Number of shares required to reserve and register | 13,161,976 | |||||||||
Percentage of common shares required to reserve | 200% | |||||||||
Percentage of shares required to reserve upon conversion of note | 200% | |||||||||
Bridge Loan [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | $ 174,281 | 51,040 | ||||||||
Interest percentage | 100% | |||||||||
Notes payable | 265,719 | |||||||||
Gross proceeds | $ 444,000 | |||||||||
Original issue discount, rate | 10% | |||||||||
Original issue discount | $ 44,000 | |||||||||
Debt issuance costs | 70,438 | |||||||||
Net proceeds | $ 329,562 | |||||||||
Share price | $ 0.01 | |||||||||
Warrants to purchase | 400,000 | |||||||||
Warrants to exercise price | $ 0.01 | |||||||||
Debt amount, repaid | $ 440,000 | |||||||||
Investors [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable consideration | $ 4,500,000 | |||||||||
Issued warrants to purchase, rate | 50% | |||||||||
Debt instrument, collateral | 4,500,000 | |||||||||
Shares issued price per share | $ 0.29 | $ 0.29 | ||||||||
Debt instrument, aggregate value | $ 1,322,933 | |||||||||
Interest percentage | 8% | |||||||||
Debt converted, value | $ 9,000,000 | |||||||||
Notes payable | 4,137,720 | |||||||||
Investors [Member] | Bridge Loan [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable | 0 | 265,719 | ||||||||
Investors [Member] | January Two Thousand And Twenty Two Notes [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Aggregate principal amount | 4,500,000 | |||||||||
IPO [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Aggregate principal amount | $ 4,500,000 | |||||||||
Shares issued price per share | $ 3 | |||||||||
IPO [Member] | Bridge Loan [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest percentage | 8% | |||||||||
IPO [Member] | Investors [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | 674,405 | 1,136,811 | ||||||||
Aggregate principal amount | $ 4,500,000 | |||||||||
Shares issued price per share | $ 3 | |||||||||
Conversion price, description | i) the IPO price multiplied by the discount of 50% or ii) the opening price of the shares of Common Stock on the trading day following the date of the consummation of the IPO multiplied by the discount of 50%. | |||||||||
Debt instrument, periodic payment principal | $ 4,500,000 | |||||||||
Debt instrument, payment interest | $ 664,875 | |||||||||
Issuance of conversion, shares | 5,038,902 | |||||||||
Issuance of conversion, value | $ 5,164,875 | |||||||||
Conversion price | $ 2.05 | |||||||||
Issuance of commitment shares | 375,000 | |||||||||
Notes payable | 0 | 4,137,720 | ||||||||
Maximum [Member] | Bridge Loan [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest percentage | 15% | |||||||||
Maximum [Member] | Investors [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest percentage | 15% | |||||||||
Related Party [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable current | 1,025,497 | |||||||||
Interest expense | 7,015 | 120,337 | ||||||||
Notes payable current | 1,032,512 | 2,920,000 | ||||||||
Notes payable | $ 1,025,497 | |||||||||
Trio LLC [Member] | South Salinas Project [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Business acquisition percentage | 85.75% | 85.75% | 82.75% | |||||||
Trio LLC [Member] | Related Party [Member] | IPO [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,032,512 | |||||||||
Trio LLC [Member] | Related Party [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Related Party Transaction, Amounts of Transaction | 780,000 | |||||||||
Trio LLC [Member] | Related Party [Member] | Maximum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,032,512 | |||||||||
Purchase and Sale Agreement [Member] | Trio LLC [Member] | South Salinas Project [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Business acquisition percentage | 82.75% | |||||||||
Purchase and Sale Agreement [Member] | Trio LLC [Member] | Related Party [Member] | South Salinas Project [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Business acquisition percentage | 82.75% | |||||||||
October 2023 SPA [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest percentage | 7% | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||
Original issue discount, rate | 7% | |||||||||
Original issue discount | $ 140,000 | |||||||||
Debt issuance costs | 350,320 | |||||||||
Net proceeds | 1,500,000 | |||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||
Percentage of total principal amount | 103% | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | Measurement Input, Share Price [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Share price | $ 0.55 | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | Measurement Input, Exercise Price [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Exercise price | $ 1.20 | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Expected term | 5 years | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | Measurement Input, Option Volatility [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Expected volatility rate | 137.10% | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Expected dividend rate | 0% | |||||||||
October 2023 SPA [Member] | Convertible Notes Payable [Member] | Measurement Input, Discount Rate [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Discount rate | 0.0472 | |||||||||
October 2023 SPA [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||
Conversion price | $ 1.20 | |||||||||
Warrants to purchase | 866,702 | |||||||||
Warrants to exercise price | $ 1.20 | |||||||||
Floor price | $ 0.35 | |||||||||
Aggregate relative fair value | $ 332,630 | |||||||||
October 2023 SPA [Member] | First Tranche [Member] | Convertible Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds from convertible debt | 2,000,000 | |||||||||
October 2023 SPA [Member] | Second Tranche [Member] | Convertible Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds from convertible debt | $ 1,500,000 | |||||||||
Voting Agreements [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Number of shares as per voting agreements | 4,025,000 | |||||||||
Percentage of common stock outstanding | 20% |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | |||
Number of warrants outstanding, beginning | |||
Weighted average, exercise price, beginning | |||
Weighted average remaining life in years | 3 years 10 months 24 days | ||
Intrinsic value, beginning | |||
Number of warrants issued | 4,776,046 | ||
Weighted average, exercise price, issued | $ 1.04 | ||
Weighted average remaining life in years | 3 years 1 month 6 days | ||
Number of warrants exercised | (2,901,298) | ||
Weighted average, exercise price, exercised | $ 1.03 | ||
Weighted average remaining life in years, exercised | |||
Number of warrants cancelled | |||
Weighted average, exercise price, cancelled | |||
Number of warrants expired | (108,047) | ||
Weighted average, exercise price, expired | |||
Number of warrants outstanding, ending | 1,766,702 | ||
Weighted average, exercise price, ending | $ 1.12 | ||
Intrinsic value, ending | $ 211,200 | ||
Warrants outstanding, exercisable | 1,766,702 | ||
Weighted average, exercise price, exercisable | $ 1.12 | ||
Weighted average remaining life in years, Exercisable | 3 years 10 months 24 days | ||
Intrinsic value, exercisable ending | $ 211,200 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - Warrant [Member] | 12 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant outstanding number of shares | 1,766,702 |
Warrant exercisable, weighted average remaining life in years | 3 years 10 months 24 days |
Warrant exercisable number of shares | 1,766,702 |
Exercise Price Range One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant outstanding exercise price | $ / shares | $ 0.01 |
Warrant outstanding number of shares | 400,000 |
Warrant exercisable, weighted average remaining life in years | 4 years 6 months |
Warrant exercisable number of shares | 400,000 |
Exercise Price Range Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant outstanding exercise price | $ / shares | $ 1.50 |
Warrant outstanding number of shares | 400,000 |
Warrant exercisable, weighted average remaining life in years | 1 year 1 month 6 days |
Warrant exercisable number of shares | 400,000 |
Exercise Price Range Three [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant outstanding exercise price | $ / shares | $ 3.30 |
Warrant outstanding number of shares | 100,000 |
Warrant exercisable, weighted average remaining life in years | 4 years 6 months |
Warrant exercisable number of shares | 100,000 |
Exercise Price Range Four [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant outstanding exercise price | $ / shares | $ 1.20 |
Warrant outstanding number of shares | 866,702 |
Warrant exercisable, weighted average remaining life in years | 4 years 10 months 24 days |
Warrant exercisable number of shares | 866,702 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average, exercise price, beginning | |||
Weighted average, exercise price, issued | $ 1.04 | ||
Weighted average, exercise price, exercised | 1.03 | ||
Weighted average, exercise price, expired | |||
Weighted average, exercise price, ending | $ 1.12 | ||
Warrants outstanding, exercisable | 1,766,702 | ||
Weighted average, exercise price, exercisable | $ 1.12 | ||
Weighted average remaining life in years, Exercisable | 3 years 10 months 24 days | ||
Intrinsic value, exercisable ending | $ 211,200 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of stock option, beginning | |||
Weighted average, exercise price, beginning | |||
Weighted average remaining life in years | 4 years 9 months 18 days | ||
Intrinsic value, beginning | |||
Number of options issued | 120,000 | ||
Weighted average, exercise price, issued | $ 0.52 | ||
Weighted average remaining life in years | 4 years 9 months 18 days | ||
Intrinsic value, issued | $ 1,800 | ||
Number of options exercised | |||
Weighted average, exercise price, exercised | |||
Number of options cancelled | |||
Weighted average, exercise price, expired | |||
Number of options, expired | |||
Number of stock option, beginning | 120,000 | ||
Weighted average, exercise price, ending | $ 0.52 | ||
Intrinsic value, ending | $ 1,800 | ||
Warrants outstanding, exercisable | 90,000 | ||
Weighted average, exercise price, exercisable | $ 0.52 | ||
Weighted average remaining life in years, Exercisable | 4 years 9 months 18 days | ||
Intrinsic value, exercisable ending | $ 1,350 |
SCHEDULE OF OUTSTANDING AND E_2
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding number of shares | 120,000 |
Options exercisable, weighted average remaining life in years | 4 years 9 months 18 days |
Options exercisable number of shares | 90,000 |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding exercise price | $ / shares | $ 0.52 |
Options outstanding number of shares | 120,000 |
Options exercisable, weighted average remaining life in years | 4 years 9 months 18 days |
Options exercisable number of shares | 90,000 |
SCHEDULE OF ASSUMPTIONS USED IN
SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS (Details) | 12 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Risk free interest rate | 4.36% |
Expected term (years) | 5 years |
Expected volatility | 137.10% |
Expected dividends | 0% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Oct. 16, 2023 USD ($) $ / shares shares | Sep. 21, 2023 shares | Sep. 20, 2023 USD ($) $ / shares shares | Sep. 02, 2023 USD ($) $ / shares shares | Aug. 15, 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 | Oct. 17, 2022 $ / shares shares | Jul. 11, 2022 USD ($) $ / shares shares | Jul. 11, 2022 USD ($) $ / shares | Apr. 28, 2022 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Jan. 28, 2022 USD ($) $ / shares | Oct. 31, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Aggregate authorized shares | shares | 500,000,000 | |||||||||||||||||||||||
Common stock, shares authorized | shares | 490,000,000 | 490,000,000 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Share price | $ / shares | $ 0.27 | |||||||||||||||||||||||
Grant date value | $ 372,000 | $ 60,000 | ||||||||||||||||||||||
Stock based compensation | 1,044,261 | 6,202 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | 267,659 | |||||||||||||||||||||||
Gross proceeds | 738,659 | 60,543 | ||||||||||||||||||||||
Stock issued value during period for services | 366,659 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Number of shares grant | shares | 1,000,000 | |||||||||||||||||||||||
Number of shares granted fair value | $ 271,000 | |||||||||||||||||||||||
Vesting period | The restricted stock grant vests over a period of two years, with 25% of the shares of restricted stock vesting six months after the Peterson Employment Agreement Effective Date, and the remainder vesting in equal tranches on each of the 12-, 18-, and 24-month anniversary dates of the Peterson Employment Agreement | |||||||||||||||||||||||
Stock based compensation | $ 3,341 | |||||||||||||||||||||||
Warrants expiration term | 3 years | |||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||
Expected volatility rate | 137.10% | |||||||||||||||||||||||
Expected dividend rate | 0% | |||||||||||||||||||||||
Options exercise price | $ / shares | $ 1.12 | |||||||||||||||||||||||
New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Aggregate of warrants | shares | 451,831 | 2,449,466 | ||||||||||||||||||||||
Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Aggregate of warrants | shares | 559,878 | 1,959,573 | ||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 92 | |||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Expected volatility rate | 148% | 136% | ||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Expected volatility rate | 148% | 136% | ||||||||||||||||||||||
Measurement Input, Exercise Price [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 50 | |||||||||||||||||||||||
Measurement Input, Exercise Price [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.11 | $ 0.80 | ||||||||||||||||||||||
Measurement Input, Exercise Price [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Exercise price | $ / shares | 1.03 | 1.03 | ||||||||||||||||||||||
Measurement Input, Share Price [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Share price | $ / shares | 0.57 | 1.53 | ||||||||||||||||||||||
Measurement Input, Share Price [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Share price | $ / shares | $ 0.57 | $ 1.43 | ||||||||||||||||||||||
Measurement Input, Expected Term [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Expected term | 3 years | 3 years | ||||||||||||||||||||||
Measurement Input, Expected Term [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Expected term | 3 years | 3 years | ||||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Expected dividend rate | 0% | 0% | ||||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Expected dividend rate | 0% | 0% | ||||||||||||||||||||||
Measurement Input, Discount Rate [Member] | New Modified Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 4.82 | 4.54 | ||||||||||||||||||||||
Measurement Input, Discount Rate [Member] | Original Issue Terms [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Warrant measurement input | 4.82 | 4.54 | ||||||||||||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Stock based compensation | $ 440,219 | 0 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | 1,064,781 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 700,000 | |||||||||||||||||||||||
Grant date value | $ 1,505,000 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 2.15 | |||||||||||||||||||||||
Stock based compensation | 96,016 | $ 0 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | $ 177,259 | |||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Options exercise price | $ / shares | $ 0.52 | |||||||||||||||||||||||
GPL Ventures LLC [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 4,500,000 | |||||||||||||||||||||||
Share price | $ / shares | $ 0.29 | |||||||||||||||||||||||
Grant date value | $ 1,322,933 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Equity fair value | $ 994,091 | $ 994,091 | ||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 451,831 | 100,000 | ||||||||||||||||||||||
Share price | $ / shares | $ 3.30 | |||||||||||||||||||||||
Warrants expiration term | 3 years | |||||||||||||||||||||||
Aggregate of warrants | shares | 2,519,451 | |||||||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 0.80 | $ 1.03 | ||||||||||||||||||||||
Warrant exercise price, description | (i) reduce the exercise price of the warrant from an exercise price of $1.03 per share to $0.11 per share and (ii) add a customary cashless exercise provision to the warrant. | 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] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Net of equity issuance costs | $ 1,000 | $ 300,000 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 12,500 | 400,000 | 400,000 | 10,000 | ||||||||||||||||||||
Grant date value | $ 40 | $ 1 | ||||||||||||||||||||||
Common stock par value | $ / shares | $ 1.21 | $ 0.88 | $ 2.10 | $ 2 | $ 1 | |||||||||||||||||||
Gross proceeds | $ 400,000 | |||||||||||||||||||||||
Stock issued during period for services | shares | 100,000 | 100,000 | 25,000 | 285,500 | ||||||||||||||||||||
Stock issued value during period for services | $ 29 | |||||||||||||||||||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 425,000 | |||||||||||||||||||||||
Grant date value | $ 273,275 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.64 | |||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 375,000 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 3 | |||||||||||||||||||||||
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 | ||||||||||||||||||||||
Percentage of outstanding principal balance | 25% | |||||||||||||||||||||||
Debt instrument, principal amount | $ 4,500,000 | |||||||||||||||||||||||
Percentage of public offering price | 110% | |||||||||||||||||||||||
Two Accredited Investors [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Number of shares issued | shares | 400,000 | |||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 3.30 | $ 3.30 | ||||||||||||||||||||||
Shares issued warrants to purchase | shares | 100,000 | 100,000 | ||||||||||||||||||||||
Percentage of public offering price | 110% | |||||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.29 | $ 0.29 | ||||||||||||||||||||||
Investors [Member] | IPO [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ / shares | $ 3 | |||||||||||||||||||||||
Debt instrument, principal amount | $ 4,500,000 | |||||||||||||||||||||||
Investors [Member] | IPO [Member] | Warrant [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Warrant exercisable, rate | 50 | |||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Stock based compensation | $ 50,000 | |||||||||||||||||||||||
Director [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 60,000 | |||||||||||||||||||||||
Share price | $ / shares | $ 0.29 | $ 0.29 | ||||||||||||||||||||||
Grant date value | $ 300,000 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Total fair value | $ 88,200 | |||||||||||||||||||||||
Stock based compensation | 88,200 | $ 0 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | 0 | |||||||||||||||||||||||
Executives [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 1,100,000 | 1,100,000 | ||||||||||||||||||||||
Grant date value | $ 323,400 | |||||||||||||||||||||||
Stock based compensation | 161,700 | 6,202 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | 155,498 | |||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Stock based compensation | $ 25,000 | |||||||||||||||||||||||
Stock issued value during period for services | $ 121,000 | $ 88,000 | $ 52,500 | |||||||||||||||||||||
Marcum LLP [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 48,000 | |||||||||||||||||||||||
Grant date value | $ 80,159 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 1.67 | |||||||||||||||||||||||
Mr Frank Ingriselli [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 200,000 | |||||||||||||||||||||||
Grant date value | $ 213,000 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 1.07 | |||||||||||||||||||||||
Four Outside Director [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock for cash net, shares | shares | 425,000 | |||||||||||||||||||||||
Share price | $ / shares | $ 0.64 | |||||||||||||||||||||||
Grant date value | $ 273,275 | |||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Stock based compensation | 96,016 | $ 0 | ||||||||||||||||||||||
Share based compensation, unrecognized expense | $ 177,259 | |||||||||||||||||||||||
Consultant [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||
Number of shares issued | shares | 120,000 | |||||||||||||||||||||||
Options exercise price | $ / shares | $ 0.52 | |||||||||||||||||||||||
Number of options vesting period | 24 months | |||||||||||||||||||||||
Number of options granted fair value | $ 55,711 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jan. 02, 2024 | Dec. 29, 2023 | Nov. 10, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Dec. 28, 2023 | Nov. 11, 2023 | |
Subsequent Event [Line Items] | |||||||
Proceeds from notes payable | $ 4,820,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercise price | $ 0.50 | $ 1.20 | |||||
Subsequent Event [Member] | AR Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of production share | 20% | ||||||
Percentage of interest | 20% | ||||||
Payments to acquire loans and leases | $ 2,000,000 | ||||||
Subsequent Event [Member] | Amended AR Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of interest | 2% | ||||||
Amount agreed to fund | $ 200,000 | ||||||
Total purchase price of lease | $ 2,000,000 | ||||||
Subsequent Event [Member] | Amended AR Agreement [Member] | Heavy Sweet Oil LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of interest | 2% | ||||||
Payments to acquire loans and leases | $ 200,000 | ||||||
Subsequent Event [Member] | Amendment To October 2023 SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 550,000 | ||||||
Subsequent Event [Member] | Amendment To Second Tranche Financing [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercise price | $ 0.50 | ||||||
Principal amount | $ 550,000 | ||||||
Proceeds from notes payable | $ 511,500 | ||||||
Conversion price | $ 0.50 | ||||||
Subsequent Event [Member] | Common Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issuable | 1,733,404 | ||||||
Subsequent Event [Member] | Placement Agent Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issuable | 83,333 | ||||||
Subsequent Event [Member] | Warrant [Member] | Amendment To Second Tranche Financing [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase of warrant | 445,561 | ||||||
Senior Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issuable | 11,428,572 |