CONTINUED OPERATIONS AND GOING CONCERN | 3 Months Ended |
Dec. 31, 2013 |
Continued Operations [Abstract] | ' |
CONTINUED OPERATIONS AND GOING CONCERN | ' |
1. CONTINUED OPERATIONS AND GOING CONCERN |
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The unaudited condensed consolidated financial statements (hereinafter referred to as “Financial Statements”) have been prepared on the basis of a going concern, which contemplates that Daleco Resources Corporation and its subsidiaries (the “Company”) will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate its assets. At December 31, 2013, the Company’s current assets total $753,509. For the three months ended December 31, 2013 and 2012, the Company incurred net losses applicable to common shareholders of $115,327 and $333,697, respectively. The ability of the Company to meet its current liabilities of $5,510,618 and its total liabilities of $7,804,801 and to continue as a going concern is dependent upon the availability of future funding, achieving profitability within its mineral segment and ongoing profitability within its oil and gas operations. If the Company is unable to continue as a going concern, there is uncertainty relative to full recoverability of its assets. These financial statements do not reflect any adjustments relating to these uncertainties. |
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FEI/DTE Stock Purchase Agreement |
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On March 25, 2013, the Company finalized a Stock Purchase Agreement (“SPA”) with Far East Investments, LLC, a California limited liability company (“FEI”) and DTE Investment Ltd., a British Virgin Island company (“DTE”) (hereinafter FEI and DTE are sometimes collectively referred to as the “Investors” and individually as an “Investor”). |
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In connection with the SPA the Company entered into an Exclusive Sales Agency and Marketing Agreement with FEI (“FEI Marketing Agreement”). The FEI Marketing Agreement grants to FEI the right to act as the Company’s exclusive marketing and sales agent for natural resources products produced, mined and/or sold by the Company, excluding the Company’s ZeoSure products (see Note 4of Notes to Consolidated Financial Statements included in the 2013 Annual Report), in Asia excluding the nation of India. As of December 31, 2013, the Company and FEI are actively seeking to aggregate certain petroleum products and coal supplies owned by others for export to identified buyers in Asia. |
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As a condition precedent to entering into the FEI/DTE Stock Purchase Agreement, the Company was required to enter into (i) forbearance agreements with certain of its major creditors and debtors (“Certain Creditors”) (“Forbearance Agreements”), (ii) the Second Amendment to Employment Agreement with Mr. Blackstone, Vice President and Chief Accounting Officer (“Blackstone Agreement”) and (iii) the First Amendment to Employment Agreement with Mr. Novinskie, President and Chief Financial Officer (“Novinskie Agreement”). The Forbearance Agreements provide for the Certain Creditors to agree to forbear from making a demand on the Company for payment of their debt for a period of two years from the date of the SPA. The Certain Creditors, Blackstone and/or Novinskie are entitled to receive accelerated payment of their debt should the Company, among other things, (i) have net income, (ii) sell equity securities, (iii) sell assets in excess of stated amounts and/or (iv) if the Company permits an Event of Default (as defined in the respective agreements) (“Accelerated Payments”). See notes 6, 7 and 11 of the Notes to Consolidated Financial Statements included in the 2013 Annual Report for discussions regarding the Forbearance Agreements, the Blackstone Agreement and the Novinskie Agreements. At December 31, 2013, the Company is not required to make Accelerated Payments to the Certain Creditors, Blackstone or Novinskie. |
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The SPA contains provisions that restrict the use of the $1.5 million received by the Company as follows: |
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| | Initial | | Restricted cash at | |
Restriction | December 31, |
per the SPA | 2013 |
Forbearance Agreements, Novinskie Agreement and Blackstone Agreement | | $ | 350,000 | | $ | 15,000 | |
Marketing Agreement payments to FEI | | | 120,000 | | | 30,000 | |
Other marketing and sales activities | | | 360,000 | | | 180,000 | |
Transaction closing costs and related expenses | | | 80,000 | | | 3,383 | |
Oil and gas properties activities | | | 75,000 | | | - | |
Mineral properties activities | | | 50,000 | | | 35,000 | |
Future general and administrative expenses | | | 345,000 | | | 150,000 | |
Other costs and expenses | | | 120,000 | | | 1,489 | |
Total | | $ | 1,500,000 | | $ | 414,872 | |
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2013 Private Placement |
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Commencing in January 2013, the Company offered a private placement under the provisions of Regulation D promulgated under the Securities Act of 1933, as amended (the “2013 Private Placement”). The 2013 Private Placement consists of up to five hundred thousand dollars ($500,000) for the issuance of up to 5 million shares of Common Stock at $0.10 per share and warrants to purchase up to 2 million shares of Common Stock at an exercise price of $0.50 per share. The warrants expire on January 16, 2018. The Company will utilize the proceeds of this private placement for general working capital purposes. As of December 31, 2013, the Company had received cash totaling $411,000 for the sale of 4,110,000 shares of Common Stock and warrants to purchase 1,644,000 shares of Common Stock. The Company closed the private placement offering as of December 31, 2013. |
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Certain Debt and Other Obligations |
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As of December 31, 2013, the Company and certain of its subsidiaries were in default of various obligations and certain debt obligations classified as current liabilities in the accompanying balance sheet as set forth in the following table: |
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Such defaulted obligations at December 31, 2013 include the following: |
Amounts included in accounts payable: | | | | | | | |
Consulting services and interest due a licensor | | $ | 19,009 | | | | |
EV&T – fees, expenses and accrued interest (subject to forbearance agreement) | | | 245,729 | | | | |
CAMI notes payable and accrued interest: | | | | | | | |
Subject to forbearance agreements | | | 839,373 | | | | |
Not subject to forbearance agreements | | | 32,486 | | | | |
EV&T note and interest (subject to forbearance agreement) | | | 1,238,749 | | | | |
Note payable to related party and interest thereon (subject to forbearance agreement) | | | 70,381 | | | | |
7.25% Convertible Debentures and interest due a related party (subject to forbearance agreement) | | | 47,512 | | | | |
Note payable to former related party and interest thereon (subject to forbearance agreement) | | | 20,649 | | | | |
Amounts included in accrued compensation expense: | | | | | | | |
Subject to forbearance agreements | | | 597,009 | | | | |
Not subject to forbearance agreements | | | 92,321 | | | | |
Total | | $ | 3,204,218 | | | | |
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See Note 9 of the Notes to Condensed Consolidated Financial Statements regarding the cumulative dividends in arrears of $2,069,275 at December 31, 2013, applicable to the Series B 8% Cumulative Convertible Preferred Stock. |
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Liquidity |
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To obtain capital in the past, the Company’s capital obtainment methods have included selling its interest in certain oil and gas properties, and borrowing funds from and issuing Common Stock to related and unrelated parties, as well as utilizing joint venture structures. If the Company is not successful in increasing its operating cash flows and the preceding financing methods are not available, the Company may not be able to sustain its operations and may need to seek alternative actions to preserve shareholder value. |
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Liquidity is a measure of a Company’s ability to access cash. The Company has historically addressed its long-term liquidity requirements through the issuance of equity securities and borrowings or debt financing for certain activities. |
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At present, the Company does not have in place a credit facility or other line of credit upon which it may draw. As operating activities increase, the Company will evaluate the need for such a credit facility. For desired acquisitions or project enhancements, the Company must seek project specific financing. At December 31, 2013, none of the Company’s properties are encumbered. |
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The prices the Company receives for its oil and gas and the level of production have a significant impact on the Company’s cash flows. The Company is unable to predict, with any degree of certainty the prices the Company will receive for its future oil and gas production and the success of the Company’s exploration, exploitation and production activities. Increases in the sales of the Company’s minerals, which to date have not been mined in substantial commercial quantities, will also affect cash flow. |
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In an effort to address the liquidity shortfall, the Company sold certain of its oil and gas properties in 2012 and fiscal 2014 (see Note 3) and is evaluating the sale of certain additional oil and gas properties. It may take months and possibly longer to sell these properties at a suitable price. The market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand that are beyond our control. We cannot predict whether we will be able to sell a property for the price or on terms acceptable to us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of any property. |
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The Company has used and shall use the proceeds from the transaction with FEI and DTE in an effort to establish additional profitable revenue generating activities. The Company is implementing its plan and creating sales, marketing, and distribution programs. The Company has employed a Vice President of Sales and intends to use internal and external resources to focus on mineral sales. In anticipation of increased sales, the Company’s plans include handling, storage and transportation modifications for the mineral properties. Also, the Company plans to continue its workover operations and other activities in certain of its Texas and West Virginia oil and gas properties to enhance its existing revenue stream and profitability. |
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