Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Jan. 30, 2018 | Mar. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | DALA PETROLEUM CORP. | ||
Entity Central Index Key | 845,819 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 146,324 | ||
Entity Common Stock, Shares Outstanding | 27,192,286 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets | ||
Cash | $ 0 | $ 7,222 |
Total current assets | 0 | 7,222 |
Oil and natural gas properties, at cost, using the full cost method of accounting, unproved | 171,000 | 171,000 |
Total assets | 171,000 | 178,222 |
Current Liabilities | ||
Notes payables | 0 | 96,556 |
Notes payable to related parties | 15,127 | 66,656 |
Accounts payable and accrued expenses | 28,420 | 115,131 |
Total current liabilities | 43,547 | 278,343 |
Total liabilities | 43,547 | 278,343 |
Commitments and contingencies | ||
Series A 6% preferred convertible stock | 0 | 1,302,925 |
Stockholders' Deficit | ||
Common Stock | 13,692 | 2,926 |
Additional paid-in capital | 3,232,535 | 1,572,020 |
Accumulated deficit | (3,118,774) | (2,977,992) |
Total stockholders' deficit | 127,453 | (1,403,046) |
Total liabilities and stockholders' deficit | $ 171,000 | $ 178,222 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Series A preferred convertible stock, par value per share in dollars | $ 0.01 | $ 0.01 |
Series A preferred convertible stock, shares issued | 0 | 2,008 |
Series A preferred convertible stock, shares outstanding | 0 | 2,008 |
Series A preferred convertible stock, dividend rate | 6.00% | 6.00% |
Common stock, par value in dollars | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 13,692,286 | 2,926,486 |
Common stock, shares outstanding | 13,692,286 | 2,926,486 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Revenue, net | $ 0 | $ 0 |
Operating expenses | ||
General and administrative | 126,853 | 170,669 |
Total costs and expenses | 126,853 | 170,669 |
Other income (expense) | ||
Gain on settlement of debt | 4,912 | 0 |
Change in derivative valuation | 0 | 54,240 |
Interest expense | (18,841) | (19,312) |
Total non-operating expenses | (13,929) | 34,929 |
Net loss | (140,782) | (135,740) |
Dividends on preferred stock | (62,758) | (69,866) |
Net loss attributable to common stock | $ (203,540) | $ (205,606) |
Net loss per share - basic and diluted | $ (0.04) | $ (0.02) |
Weighted average number of shares outstanding - basic and diluted | 5,075,536 | 9,371,197 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Sep. 30, 2015 | $ 12,524 | $ 1,789,285 | $ (2,842,252) | $ (1,040,443) |
Beginning Balance, shares at Sep. 30, 2015 | 12,524,286 | |||
Options vesting | 49,771 | 49,771 | ||
Treasury Stock, value | $ (9,598) | (427,402) | (437,000) | |
Treasury stock, shares | (9,597,800) | |||
Payable forgiven | 139,701 | 139,701 | ||
Note payable forgiven | 46,964 | 46,964 | ||
Dividends on preferred stock | (69,866) | (69,866) | ||
Forgiveness of dividends on preferred stock | 43,567 | 43,567 | ||
Net loss | (135,740) | (135,740) | ||
Ending Balance at Sep. 30, 2016 | $ 2,926 | 1,572,020 | (2,977,992) | (1,403,046) |
Ending Balance, shares at Sep. 30, 2016 | 2,926,486 | |||
Dividends on preferred stock | (62,758) | (62,758) | ||
Forgiveness of dividends on preferred stock | 145,497 | 145,497 | ||
Cancellation of stock, value | $ (1,584) | (14,258) | (15,842) | |
Cancellation of stock, shares | (1,584,200) | |||
Issuance of common stock, value | $ 12,100 | 335,400 | 347,500 | |
Issuance of common stock, shares | 12,100,000 | |||
Retirement of preferred stock | 1,244,384 | 1,244,384 | ||
Issuance of common stock for services, value | $ 250 | 12,250 | 12,500 | |
Issuance of common stock for services, shares | 250,000 | |||
Net loss | (140,782) | (140,782) | ||
Ending Balance at Sep. 30, 2017 | $ 13,692 | $ 3,232,535 | $ (3,118,774) | $ 127,453 |
Ending Balance, shares at Sep. 30, 2017 | 13,692,286 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (140,782) | $ (135,740) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Gain (loss) on changes in fair value of derivatives | 0 | (54,240) |
Stock-based compensation | 12,500 | 49,771 |
Changes in operating assets and liabilities: | ||
Receivables | 0 | 1,071 |
Prepaid assets | 0 | 34,442 |
Accounts payable and accrued expenses | (78,355) | 4,032 |
Accrued interest | (9,238) | 8,232 |
Accrued interest to related parties | (6,642) | 6,770 |
Net cash used in operating activities | (222,517) | (85,662) |
Cash flows from financing activities | ||
Proceeds received from notes payable (including related parties) | 70,010 | 90,010 |
Payments on notes payable (including related parties) | (202,215) | 0 |
Proceeds from the sale of common stock | 347,500 | 0 |
Net cash provided by financing activities | 215,295 | 90,010 |
Net increase in cash | (7,222) | 4,348 |
Cash at beginning of period | 7,222 | 2,874 |
Cash at end of period | 0 | 7,222 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Dividends on preferred stock accrued | 58,632 | |
Retirement of preferred stock | (1,244,384) | |
Retirement of common stock | (15,842) | |
Dividends on preferred stock forgiven | 145,497 | 43,567 |
Payables forgiven | $ 15,519 | 139,701 |
Notes payable and accrued interest forgiven | 46,964 | |
Oil and natural gas properties disposed for treasury stock | $ (437,000) |
Organization
Organization | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION Dala Petroleum Corp. (the “Company,” “we,” “our,” or “Dala”), formerly known as “Westcott Products Corporation,” was incorporated as “Light Tech, Inc.” under the laws of the State of Nevada on May 24, 1984. A subsidiary in the name “Westcott Products Corporation” was organized by us under the laws of the State of Delaware on June 24, 1986, for the purpose of changing our name and domicile to the State of Delaware. On June 27, 1986, we merged with the Delaware subsidiary, with the survivor being Westcott Products Corporation, a Delaware corporation. |
Transactions
Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Transactions | NOTE 2 – TRANSACTIONS June 2014 Merger On June 2, 2014, the Company, its newly formed and wholly-owned subsidiary, Dala Acquisition Corp., a Nevada corporation (“Merger Subsidiary”), and Dala Petroleum Corp., a Nevada corporation (“Dala”), executed and delivered an Agreement and Plan of Merger (the “Merger Agreement”), whereby Merger Subsidiary merged with and into Dala, and Dala was the surviving company under the merger and became a wholly-owned subsidiary of then-named Westcott (the “Merger”) on the closing of the Merger. As a result of the Merger, Westcott issued 10,000,000 shares of its common stock in exchange for all of the outstanding shares of common stock of Dala, which was distributed to Dala Petroleum’s sole shareholder and was then distributed on a pro rata basis to its members. As a condition precedent to the Merger, Westcott raised $2,025,000 from persons who were “accredited investors” in consideration of the sale of 2,025 shares of its Series A 6% Convertible Preferred Stock and 2,893,725 warrants at the offering price of $1,000 per unit. Each $1,000 unit consisted of (i) one share of Series A 6% Convertible Preferred Stock that was convertible at any time at the option of the Holder into common stock at the conversion price of $0.70 per common share based on the total dollar amount invested and (ii) 1,429 warrants (issued for each Series A 6% Convertible Preferred Stock sold in each unit) to purchase common shares of the Company at an exercise price of $1.35 with a life of three years as of the “Effective Date” defined as the earliest date of the following to occur: (a) the initial registration statement required by the Offering Documents had been declared effective by the United States Securities and Exchange Commission (the “SEC”), (b) all of the underlying shares have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without the requirement for the Company to be in compliance with the current public information required under SEC Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of June 3, 2014. The Merger was accounted for as a reverse-merger and recapitalization of Dala. Dala possesses rights to engage in oil and natural gas exploration and development in north central Kansas, with total acreage of approximately 25,000 acres (the “Property”). Since the time of the Merger, Dala is operating as an early-stage oil exploration company focused on the Property, which has oil potential at depths of less than 6,000 feet. Since May 2015, Dala had previously temporarily suspended its exploration program due to the decline in the price of oil and difficult market conditions; however, the Company is presently evaluating potential options for the extension of terms of the leases comprising the Property and funding the development of the Property, either singly or as a joint venture or with a working interest, carried or fully funded. May 2016 Transaction The Company entered into a Partial Cancellation Agreement (the “PCA”) by and among its subsidiary, Dala Petroleum Corp., a Nevada corporation (“Dala NV”), Chisholm Partners II, LLC, a Louisiana limited liability company (“Chisholm II”), certain members of Chisholm II (the “Chisholm Members”), through which Chisholm II (after receiving shares from certain of its Chisholm Members) returned a total of 8,567,800 shares of the Company common stock to the Company’s treasury for cancellation. In exchange for the return of these shares for cancellation, the Company assigned 55,000 acres of the Company’s Property rights (approximately 68.75% of its total holdings) to Chisholm II. Pursuant to terms of the PCA, on May 26, 2016, the 8,567,800 shares of common stock delivered by Chisholm II shareholders were cancelled on the books and records of the Company. Prior to that, Company delivered 55,000 acres of its leased Property to Chisholm II. On May 16, 2016, as approved by the Board of Directors of the Company as part of the settlement with the Preferred Shareholders, the Company filed an Amended and Restated Certificate of Designation of the Company’s Series A 6% Convertible Preferred Stock (the “COD”), which (i) changed the conversion price of the preferred stock from $0.70 per share to $0.05 per share, and (ii) eliminated Section 7 “Certain Adjustments” of the COD. Pursuant to terms of the PCA, on July 28, 2016, the 1,030,000 shares of common stock delivered after the initial closing by Baldo Sanso (360,000 shares of common stock), Robert Sali (610,000 shares of common stock) and Chris Dabbs (60,000 shares of common stock) were cancelled on the books and records of the Company. The reduction was offset to additional paid-in capital. July 2017 Transaction On July 19, 2017, the Company entered into a Common Stock Purchase Agreement with M2 Equity Partners LLC, a Minnesota limited liability company (“M2”), whereby M2 has purchased 12,100,000 newly issued shares of the Company’s common stock (the “Common Stock”) for an aggregate purchase price of $347,500 (the “Purchase Price”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) promulgated thereunder. Prior to the closing (the “Closing”) of the Common Stock Purchase Agreement, the Company had the following outstanding securities: (i) 2,926,486 shares of Common Stock; (ii) 2,008 shares of Series A 6% Convertible Preferred Stock (the “Preferred Stock”); and (iii) 1,928,571 warrants (the “Warrants”) to acquire 1,928,571 shares of Common Stock that were issued in connection with the issuance of our Preferred Stock. In connection with this purchase of Common Stock, certain of the Company’s shareholders agreed to cancel an aggregate 1,584,200 shares of the Company’s Common Stock for an aggregate amount of $15,842; and 2,008 shares of the Company’s Preferred Stock and all outstanding Warrants for an aggregate amount of $53,841, with an additional sum of approximately $4,700 due to those shareholders who have agreed to cancel their respective shares of Preferred Stock and Warrants being reserved for the payment of miscellaneous expenses or other liabilities of the Company not provided for in the schedules and exhibits to the Common Stock Purchase Agreement, and any remainder of this sum will be paid to these shareholders, pro rata, based upon the respective percentage that the aggregate amount being paid for the cancellation of the Preferred Stock and Warrants bears, if any, to these additional funds, following payment of any such miscellaneous expenses or other liabilities of the Company. $10,750 of the Purchase Price is being held in the Trust Account of the Company’s legal counsel to be expended on behalf of the Company or deposited into a new bank account to be opened by the Company. As a result of the cancellation of the 1,584,200 shares of Common Stock, Preferred Stock and Warrants immediately prior to or simultaneous with the Closing, the Company had 1,342,286 shares of Common Stock issued and outstanding (the “Existing Shares”) and no shares of Preferred Stock or Warrants issued and outstanding; and taking into account the share cancellation and the 12,100,000 share Common Stock purchase and issuance, the Company presently has issued and outstanding (i) 13,442,286 shares of its Common Stock, consisting of (a) the 1,342,286 Existing Shares, and (b) the 12,100,000 shares purchased by M2; and (ii) no other securities (as defined in the Securities Act) issued or outstanding. The Company will use the remainder of the $347,500 to, among other items set forth in the schedules and exhibits to the Common Stock Purchase Agreement, pay or compromise all outstanding indebtedness and other liabilities of the Company, amounting to approximately $262,367, which includes a payment of an aggregate of $10,000 ($5,000 to each) to our two directors and executive officers, with the understanding that our then current assets will consist of approximately $10,750, our Property, consisting of our oil and gas lease assets that we presently own, along with other intangible assets, and following the payment of the indebtedness and other liabilities and financial obligations of the Company, there will be no liabilities of the Company at Closing. M2 has agreed to pay M2 Capital Advisors, Inc., a Minnesota corporation (“M2 Capital”), which is wholly-owned by Mark Savage, a founding member of M2, an Introduction Fee of $25,000 for introducing the Company to M2. These funds will be divided between M2 Capital and Elev8 Marketing, a firm owned by Matt Atkinson, who is also a founding member of M2 and M2’s sole Manager, and will be utilized to repay these entities for legal costs and miscellaneous expenses incurred by them in connection with the formation and funding of M2. The Closing of the Common Stock Purchase Agreement resulted in a change in control of the Company. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 3 – BASIS OF PRESENTATION Basis of Presentation The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. As discussed above in Note 2, the Company merged with Dala Petroleum Corp., a Nevada corporation (“Dala”) on June 2, 2014 (the “Merger”). Dala is focused on the acquisition and development of oil and natural gas resources in the United States. Prior to the Merger, Westcott was considered a shell company, as defined in SEC Rule 12b-2. For financial reporting purposes, the Merger represents a “reverse merger” rather than a business combination. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements are those of Dala immediately following the consummation of the reverse merger. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, and valuation of share-based payments. Accounting for Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Unproved oil and natural gas properties are accounted for and measured under Regulation S-X, Rule 4-10. We currently measure and report at fair value other intangible assets (due to our impairment analysis) and derivative liabilities using ASC 820-10, Fair Value Measurement. The fair value of intangible assets has been determined using the present value of estimated future cash flows method. The fair value of derivative liabilities is measured using the Black-Scholes option pricing method. The following tables summarizes our non-financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2017: Fair Value Measurements at September 30, 2017 Quoted Prices In Active Significant Markets for Other Significant Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Description Unproved oil and natural gas properties $ - $ - $ 171,000 $ 171,000 Activity Change in During Fair Value of Disposal September 30, Fiscal Intangible of September 30, 2016 Year Asset Property 2017 Description Unproved oil and natural gas properties $ 171,000 $ - $ - $ - $ 171,000 Fair Value Measurements at September 30, 2016 Quoted Prices In Active Significant Markets for Other Significant Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Description Unproved oil and natural gas properties $ - $ - $ 171,000 $ 171,000 Activity Change in During Fair Value of Disposal September 30, Fiscal Intangible of September 30, 2015 Year Asset Property 2016 Description Unproved oil and natural gas properties $ 608,000 $ - $ - $ (437,000) $ 171,000 Oil and Natural Gas Properties The Company follows the full cost method of accounting for oil and natural gas operations whereby all costs related to the exploration and development of oil and natural gas properties are initially capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, a portion of employee salaries related to Property development, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. Internal salaries are capitalized based on employee time allocated to the acquisition of leaseholds and development of oil and natural gas properties. The Company did not capitalize interest for the period ended September 30, 2017 as it was not required. Proceeds from Property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. The Company assesses all items classified as unproved Property on a quarterly basis for possible impairment or reduction in value. The assessment includes consideration of the following factors, among others: intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such Property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry. Capitalized costs associated with impaired properties and properties having proven reserves, estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 410-20-25 are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. The costs of unproved properties are withheld from the depletion base until such time as they are developed, impaired, or abandoned. Under the full cost method of accounting, capitalized oil and natural gas Property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. The present value of estimated future net revenues is computed by applying prices based on a 12-month unweighted average of the oil and natural gas prices in effect on the first day of each month, less estimated future expenditures to be incurred in developing and producing the proved reserves (assuming the continuation of existing economic conditions), less any applicable future taxes. If such capitalized costs exceed the ceiling, the Company will record a write-down to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence and result in a lower depreciation, depletion and amortization rate in future periods. A write-down may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase the ceiling. In April 2015, the Company participated in the completion of a well in which the Company owns a 10% non-operated working interest targeting the Simpson and Viola formations, Kansas. That well was determined to be dry in June 2015. During the period ended September 30, 2017, the Company incurred total $0 in oil and natural gas expenditures. As of September 30, 2015, the Company’s oil and natural gas properties were determined to be impaired thereby reducing the unproved oil and natural gas properties to $608,000. No additional impairment was realized for the year ended September 30, 2016 or the period ended September 30, 2017. On May 10, 2016, the Company entered into a Partial Cancellation Agreement (the “PCA”) by and among its subsidiary, Dala Petroleum Corp., a Nevada corporation (“Dala NV”), Chisholm II, and certain members of Chisholm II (the “Chisholm Members”) through which Chisholm II (after receiving shares from certain of Chisholm Members) returned a total of 8,567,800 shares of the Company’s common stock to the Company’s treasury for cancellation. In exchange for the return of these shares for cancellation, the Company returned 55,000 acres of the Company’s Property rights, held in the form of oil and gas leases from Chisholm II (approximately 68.75% of its total holdings), to Chisholm II. Revenue Recognition The Company recognizes oil and natural gas revenues from our interests in producing wells when production is delivered to, and title has transferred to, the purchaser and to the extent the selling price is reasonably determinable. The Company uses the sales method of accounting for balancing of natural gas production and would recognize a liability if the existing proven reserves were not adequate to cover the current imbalance situation. For the year ended September 30, 2017, no revenue has been recognized as all wells are still unproved and non-producing. Asset Retirement Obligation Asset retirement obligation (“ARO”) reflects the estimated present value of the amount of dismantlement, removal, site reclamation and similar activities associated with the Company's oil and natural gas properties. Inherent in the fair value calculation of the ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. As of September 30, 2017, the Company had no ARO liability as no wells have been established. Stock-based Compensation The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. Income Taxes The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of August 31, 2017, tax years 2014 – 2017 remain open for IRS audit and tax years 2015–2017 remain open for HM Revenue & Customs (“HMRC”) audit. The Company has received no notice of audit from the IRS or HMRC for any of the open tax years. The Company adopted ASC 740-10, “ On November 30, 2017, the Company adopted ASU 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation passed prior to our September 30, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance. Net Loss Per Share The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As the Company has incurred losses for the period ended September 30, 2017, the potentially dilutive shares totaling 0 are anti-dilutive and are thus not added into the loss per share calculations. Due to the anti-dilutive impact the weighted average dilutive shares outstanding for the period ended September 30, 2017, for basic and dilutive shares, are the same. Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of September 30, 2017 and 2016. Effect of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU No. 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Topic 205) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815) Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or Equity. The amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of a host contract, but rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. In addition, the amendments in this update clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features when considering how to weight those terms and features. The guidance applies to all entities that are issuers of, or investor in, hybrid instruments that are issued in the form of a share. The effects of initially adopting the amendments in this update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. The updates in this pronouncement are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the adoption of ASU 2014-16 and the impact of the updates upon the Company. The Company plans on adopting the pronouncement for periods beginning after December 15, 2016 and does not anticipate early adoption of this pronouncement. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement. |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 – GOING CONCERN The Company has not generated any revenues, has recurring net losses, a working capital deficiency as of September 30, 2017 of $43,547, and used cash in operations of $222,517 and $85,662 for the years ended September 30, 2017 and 2016, respectively. In addition, as of September 30, 2017, the Company had an accumulated deficit and stockholders’ equity of $3,118,774 and $127,453, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated unaudited financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is attempting to commence explorations and generate revenue; however, the Company’s future cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy in the exploration and development of its unproved properties and the Company’s ability to raise additional funds, until such time it is able to generate sufficient revenue to support its operations, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and in its ability to raise additional funds, until such time the Company can generate sufficient revenues to support its operations. In the event the Company is unable to raise funding in the near term, we will not be able to pay our liabilities. In the event we are unable to raise adequate funding in the future for our operations and to pay our outstanding debt obligations, and if our current creditors elect to foreclose on the outstanding debts then owed, we would be forced to liquidate our assets or may be forced to seek bankruptcy protection, which could result in the value of our outstanding securities declining in value or becoming worthless. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS On June 2, 2014, the Company issued 10,000,000 shares of its common stock to Chisholm II in exchange for oil and gas assets. Chisholm II was the sole shareholder of Dala Petroleum Corp. (a Nevada corporation) prior to the Merger. The Company had a service agreement, which has been suspended by the Company since May 2015 and has since been cancelled, with Chisholm II to use its existing technical exploration team for general and administrative-type services on behalf of the Company. The Company was obligated to pay Chisholm II $25,000 per month plus expenses for these services under the Master Services Agreement. For the year ended September 30, 2015, the Company paid $225,472 and had accrued $50,000 for its services prior to suspending the Master Services Agreement and cancelling all amounts due thereunder. In June 2014, the Company entered into an Option Participation Agreement with Chisholm II, whereby Chisholm II granted the Company the option, at the Company’s own election, to participate for up to twenty-five percent (25%) of Chisholm II’s share of each drilling operation in search for oil or gas in the State of Kansas undertaken by Chisholm II. The Company has not elected to participate in the Option Participation Agreement since April 2015. On June 15, 2015, the Company received the funds from a Promissory Note (the “Pacific Note”) in the amount of $99,999 in favor of Pacific Oil & Gas, LLC (the “Pacific”). The Pacific Note bears an interest rate of 12% per annum and all principal and accrued interest will be due and payable by the Company to Pacific on December 31, 2015. The Note is secured by a Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement that was filed on June 25, 2015 against the Company’s Evans 9-1 lease in McPherson County, Kansas. The trustee of Pacific is the Company’s director, Clancy Cottman, and the funds delivered to the Company by Pacific were provided by a group of the Company’s Series A 6% Convertible Preferred shareholders. On December 22, 2015, the Company entered into four Promissory Notes (the “Notes”) in the total amount of $20,000 in favor of Chisholm Partners II, LLC, Mill City Ventures III, LLC (“Mill City”), Lane Ventures, Inc. and Alpha Capital Anstalt (collectively, the “Lenders”). The Notes all bear an interest rate of 12% per annum and all principal and accrued interest will be due and payable by the Company to the Lenders on December 22, 2016. The Note is unsecured. The managing partner of Chisholm Partners II, LLC is the Company’s director, Clancy Cottman. The other three Lenders are the shareholders in the Company’s Series A 6% Convertible Preferred offering. On July 16, 2016, a principal of Mill City, Daniel Ryweck (“Ryweck”), was appointed as a Director of the Company. On January 26, 2016, the Company entered into a letter agreement through which Pacific Oil & Gas, LLC extended the maturity date of that certain Promissory Note dated June 8, 2015 and made pursuant to the terms and conditions of the Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement dated June 8, 2015 (see Note 6). On January 28, 2016, the Company entered into a Promissory Note (the “Mill City Note”) in the amount of $30,000 in favor of Mill City Ventures III, LLC (the “Lender”). The Mill City Note bears an interest rate of 12% per annum and all principal and accrued interest will be due and payable by the Company to the Lender on January 28, 2017. The Mill City Note is unsecured. The Lender is a shareholder in the Company’s Series A 6% Convertible Preferred offering. The funds have been used by the Company to pay liabilities and to maintain the Company’s listing on the “OTCQB Tier.” On February 17, 2016, a supermajority of more than 67% of the shareholders of the Series A 6% Convertible Preferred Stock approved certain corporate transactions in an effort to settle certain violations of the Series A 6% Convertible Preferred Stock Certificate of Designation and other documents related to the sale of Series A 6% Convertible Preferred Stock in 2014. The transactions approved by a supermajority of the Series A 6% Convertible Preferred Shareholders are to be implemented by the Board of Directors at the Board’s discretion. The approved transactions include the following: (i) the approval of a potential settlement agreement with Chisholm Partners II, LLC and certain members of Chisholm II, (ii) the approval of the amendment of the Certificate of Designation for the Series A 6% Convertible Preferred Stock modifying the Conversion Price to $0.05, (iii) the Removal of Section 7, “Certain Adjustments” in the Series A 6% Convertible Preferred Stock Certificate of Designation (iv) the modification of the permitted indebtedness allowable under the Series A 6% Convertible Preferred Stock Certificate of Designation to $200,000, (v) the approval of promissory notes with related parties in an amount up to $60,000, (vi) the waiver of the right of redemption upon Triggering Events for the Company’s violations of Section 10 of the Certificate of Designation, (vii) the waiver of the accrual of the late fee for unpaid dividends as of January 1, 2016, (viii) the waiver of the first right of refusal to purchase shares from other Series A 6% Convertible Preferred Shareholders, and (ix) waiver of the “Most Favored Nation” provision in the SPA for the Series A 6% Convertible Preferred Stock, among other things. None of the items approved by the shareholders have yet been effected by the Board. On February 17, 2016, the Company entered into a promissory note with Mill City for $30,000. The note matures on January 28, 2017 and bears interest at the rate of 12%. During the year ended September 30, 2016, the Company accrued $5,125 interest expense under this note. This note had a balance of $0 as of September 30, 2017 (see Note 6). On May 10, 2016, the Company entered into a Partial Cancellation Agreement (the “PCA”) by and among its subsidiary, Dala Petroleum Corp., a Nevada corporation (“Dala NV”), Chisholm Partners II, LLC, a Louisiana limited liability company (“Chisholm II”)(a company that is managed by one of the Company’s then-directors), and certain members of Chisholm II (the “Chisholm Members”)(some of which are beneficially controlled by the Company’s then-officer and then-directors) through which Chisholm II (after receiving shares from certain of its Chisholm Members) is to return a total of 8,567,800 shares of the Company common stock to the Company’s treasury for cancellation. In exchange for the return of these shares for cancellation, the Company assigned 55,000 acres of the Company’s Property rights (approximately 65% of its total holdings) to Chisholm II. On May 10, 2016, the Company terminated the Master Services Agreement entered into with Chisholm II on June 3, 2014 and all amounts due thereunder were released by Chisholm II. On May 10, 2016, the Company and one of its creditors, Pacific Oil & Gas Company, LLC (a company managed by Clancy Cottman, the Company’s then-director), restated the Pacific Note by assigning the amounts due to three different creditors based on their initial participation in the Pacific Note. The reallocation in the Restated Promissory Note (the “Restated Pacific Note”) is as follows: Name of Creditor Amount of Principal Due Amount of Interest Due Total Amount Due Alpha Capital Anstalt $ 37,037 $ 7,927 $ 44,964 Lane Ventures Inc. $ 2,469 $ 603 $ 3,072 Mill City Ventures III, Ltd $ 24,691 $ 3,385 $ 28,076 The above notes, as of September 30, 2017, had no balances as they were paid. As part of the settlement with the Preferred Shareholders, and in association with the PCA, on May 10, 2016 certain creditors of the Company agreed to release and waive all amounts owed to them by the Company. Chisholm Partners II, LLC (a company that is managed by Clancy Cottman, one of the Company’s then-directors), Clancy Cottman (then a director of the Company), Jon Wimbish (then a director of the Company), William Gumma (then a director and officer of the Company), E. Will Gray II (a former director of the Company), Pacific Oil & Gas, LLC (managed by Clancy Cottman, one of the Company’s then-directors) all released the Company from any amounts due to them. The releases were offset to additional paid-in capital. On October 18, 2016, the Company entered into a promissory note with Mill City for $10,000. The promissory note bears an interest rate of 12% per annum. As of September 30, 2017, the balance was $0 (see Note 6). On December 16, 2016, the Company entered into a promissory note with Mill City for $12,500. The note is payable on December 15, 2017 in the amount of $14,000. The note bears interest of 12%. As of September 30, 2017, the balance was $0 (see Note 6). On July 19, 2017, the Company issued 12,100,000 shares of common stock to M2 for an aggregate purchase price of $347,500. On July 25, 2017, we resolved to issue 250,000 shares of our common stock as compensation. We issued 50,000 shares to Daniel Ryweck for his service on our board of directors, and 200,000 to our attorney Leonard W. Burningham for his legal services in the change of control and pursuant to an Engagement Letter. |
Notes Payable
Notes Payable | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6- NOTES PAYABLE Notes payable, all classified as current at September 30, 2017 and 2016, consists of the following: September 30, 2017 September 30, 2016 Accrued Accrued Principal Interest Total Principal Interest Total Lane Ventures $ - $ - $ - $ 488 $ 45 $ 533 Alpha Capital - - - 40,010 2,419 42,429 Alpha Capital - - - 37,037 5,711 42,748 Alpha Capital - - - 7,315 681 7,996 Lane Ventures - - - 2,469 381 2,850 Total $ - $ - $ - $ 87,319 $ 9,237 $ 96,556 Related Party September 30, 2017 September 30, 2016 Accrued Accrued Principal Interest Total Principal Interest Total Mill City Venture - - - 5,195 484 5,679 Mill City Venture - - - 30,000 5,125 35,125 Mill City Venture - - - 24,691 1,161 25,852 Atkinson 2,500 9 2,509 - - - Atkinson 5,000 54 5,054 - - - Savage 2,500 9 2,509 - - - Savage 5,000 55 5,055 - - - Total $ 15,000 $ 127 $ 15,127 $ 59,886 $ 6,770 $ 66,656 As part of the settlement with the Preferred Shareholders, and in association with the PCA, on May 10, 2016 certain creditors of the Company agreed to release and waive all amounts owed to them by the Company, including all amounts owed to Pacific Oil & Gas, LLC under the Restated Pacific Note. On December 22, 2015, the Company entered into a promissory note with Mill City Ventures III, Ltd. for $5,195. The note matures on December 22, 2016 and bears interest at the rate of 12%. As of September 30, 2017, the balance was $0. On December 22, 2015, the Company entered into a promissory note with Chisholm Partners II, LLC for $7,002. The note matures on December 22, 2016 and bears interest at the rate of 12%. During the period ended May 26, 2016, the Company accrued $322 interest expense under this note. On May 26, 2016, as part of the PCA (see Note 2), the Lender forgave the principal and interest of $7,324 as offset to additional paid-in capital. On December 22, 2015, the Company entered into a promissory note with Lane Ventures, Inc. for $488. The note matures on December 22, 2016 and bears interest at the rate of 12%. As of September 30, 2017, the balance was $0. On December 22, 2015, the Company entered into a promissory note with Alpha Capital Anstalt for $7,315. The note matures on December 22, 2016 and bears interest at the rate of 12%. As of September 30, 2017, the balance was $0. On February 17, 2016, the Company entered into a promissory note with Mill City Ventures III, Ltd. for $30,000. The note matures on January 28, 2017 and bears interest at the rate of 12%. As of September 30, 2017, the balance was $0. See Note 5. On March 30, 2016, the Company entered into a promissory note with Alpha Capital Anstalt for $40,010. The note matures on March 30, 2017 and bears interest at the rate of 12%. As of September 30, 2017, the balance was $0. On May 10, 2016, the Company entered into a promissory note with Mill City Ventures III, Ltd. for $24,691. The note matures on December 31, 2016 and bears interest at the rate of 12%. As of September 30, 2017, the balance was $0. On October 18, 2016, the Company entered into a promissory note with Mill City for $10,000. The promissory note bears an interest rate of 12% per annum. As of September 30, 2017, the balance was $0. See Note 5. On December 16, 2016, the Company entered into a promissory note with Mill City for $12,500. The note is payable on December 15, 2017 in the amount of $14,000. The note bears interest of 12%. As of September 30, 2017, the balance was $0. See Note 5. On January 4, 2017, the Company entered into a promissory note with Alpha Capital Anstalt for $12,510. The note bears interest of 12%. As of September 30, 2017, the balance was $0. On January 31, 2017, the Company entered into a promissory note with Mill City for $10,000. The note bears interest of 12%. As of September 30, 2017, the balance was $0. On March 6, 2017, the Company entered into a promissory note with Alpha Capital Anstalt for $10,000. The note beards interest of 12%. As of September 30, 2017, the balance was $0. On May 10, 2016, the Company and one of its creditors, Pacific Oil & Gas Company, LLC (a company managed by Clancy Cottman, the Company’s then-director), restated the Pacific Note by assigning the amounts due to three different creditors based on their initial participation in the Pacific Note. The reallocation in the Restated Promissory Note (the “Restated Pacific Note”) is as follows: Name of Creditor Amount of Principal Due Amount of Interest Due Total Amount Due Alpha Capital Anstalt $ 37,037 $ 7,927 $ 44,964 Lane Ventures Inc. $ 2,469 $ 603 $ 3,072 Mill City Ventures III, Ltd $ 24,691 $ 3,385 $ 28,076 As of September 30, 2017, these notes had a balance of $0. |
Preferred Convertible Stock and
Preferred Convertible Stock and Warrants | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Preferred Convertible Stock and Warrants | NOTE 7 – PREFERRED CONVERTIBLE STOCK AND WARRANTS As discussed above in Note 2, in fiscal year 2014, the Company sold 2,025 units consisting of a total of 2,025 shares of Series A 6% Convertible Preferred Stock and 2,893,725 warrants at the price of $1,000 per unit. Proceeds received totaled $2,025,000 (with a net of offering costs of $1,990,000). The warrants were valued at $711,044 and this amount was separated from the value of the preferred stock. Each $1,000 unit consisted of (i) one share of Series A 6% Convertible Preferred Stock that is convertible at any time at the option of the holder into common stock at the conversion price of $0.70 per common share based on the total dollar amount invested (subject to adjustment) and (ii) 1,429 warrants (issued for each Series A 6% Convertible Preferred Stock sold in each unit) to purchase common shares of the Company at an exercise price of $1.35 for three years of the “Effective Date, “ defined as the earliest date of the following to occur: (a) the initial registration statement required by the Offering Documents has been declared effective by the United States Securities and Exchange Commission (the “SEC”), (b) all of the underlying shares have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without the requirement for the Company to be in compliance with the current public information required under SEC Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of June 3, 2014. A total of 2,008 shares of Series A 6% Convertible Preferred Stock, exercisable into 2,868,571 shares of common stock, remain issued and outstanding as of September 30, 2017. The 6% per annum dividends are cumulative and payable quarterly in cash or, at the Company’s option, in shares of the Company’s common stock. The Company discontinued paying the quarterly dividend as of July 1, 2015 and the amount owed thereunder has been accruing since that time until May 10, 2016 at which time all accrued dividends on 675 of the 2,025 shares were waived and cancelled by those certain preferred shareholders. The cancelled dividends were accounted for by offsetting to additional paid-in capital. As the Series A 6% Convertible Preferred Stock is contingently redeemable at a fixed price and such redemption would not be solely within the control of the Company, the preferred stock is classified outside of stockholders’ equity, as “temporary equity” between liabilities and stockholders’ equity on the Company’s consolidated balance sheet. The Series A 6% Convertible Preferred Stock has no voting rights. On February 17, 2016, a supermajority of more than 67% of the shareholders of the Series A 6% Convertible Preferred Stock approved certain corporate transactions in an effort to settle certain violations of the Series A 6% Convertible Preferred Stock Certificate of Designation and other documents related to the sale of Series A 6% Convertible Preferred Stock in 2014. The transactions approved by a supermajority of the Series A 6% Convertible Preferred Shareholders are to be implemented by the Board of Directors at the Board’s discretion. The approved transactions include the following: (i) the approval of a potential settlement agreement with Chisholm Partners II, LLC and certain members of Chisholm II, (ii) the approval of the amendment of the Certificate of Designation for the Series A 6% Convertible Preferred Stock modifying the Conversion Price to $0.05, (iii) the Removal of Section 7, “Certain Adjustments” in the Series A 6% Convertible Preferred Stock Certificate of Designation, (iv) the modification of the permitted indebtedness allowable under the Series A 6% Convertible Preferred Stock Certificate of Designation to $200,000, (v) the approval of promissory notes with related parties in an amount up to $60,000, (vi) the waiver of the right of redemption upon Triggering Events for the Company’s violations of Section 10 of the Certificate of Designation, (vii) the waiver of the accrual of the late fee for unpaid dividends as of January 1, 2016, (viii) the waiver of the first right of refusal to purchase shares from other Series A 6% Convertible Preferred Shareholders, and (ix) waiver of the “Most Favored Nation” provision in the SPA for the Series A 6% Convertible Preferred Stock, among other things. None of the items approved by the shareholders have yet been effected by the Board. Upon the occurrence of a triggering event, each holder shall have the right to require the Company to redeem all of the Series A 6% Convertible Preferred Stock in cash at the redemption amount which is the sum of (a) the greater of (i) 130% of the stated value, and (ii) the product of (y) the VWAP on the trading day immediately preceding the date of the triggering event and (z) the stated value divided by the then conversion price, (b) all accrued but unpaid dividends thereon, if any, and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Series A 6% Convertible Preferred Stock. On November 17, 2014, one of the Company’s shareholders of Series A 6% Convertible Preferred Stock, Chienn Consulting Company, converted 17 shares of its Series A 6% Convertible Preferred Stock into 24,286 shares of the Company’s common stock. As of September 30, 2017, there were no Convertible Preferred Shares outstanding. Effective December 31, 2015, the valuation of the derivative from the warrants using the Black Sholes model was no longer a liability given the decrease in the Company’s stock and the exercise price of the warrants. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 8 – SHAREHOLDERS’ EQUITY Common Stock On June 2, 2014, the Company issued 10,000,000 shares of its common stock to Chisholm II in exchange for oil and natural gas assets recorded at $1,898,947. As discussed above, the Company completed a reverse merger with Dala, with Dala being the acquirer for financial reporting purposes. At the date of the Merger, Westcott had 2,500,000 shares of common stock outstanding, which are now outstanding for the merged Company. The total amount of shares issued and outstanding post-Merger, as of December 31, 2014 was 12,500,000 shares of common stock. On November 17, 2014, one of the Company’s shareholders of Series A 6% Convertible Preferred Stock, Chienn Consulting Company, converted 17 shares of its Series A 6% Convertible Preferred Stock into 24,286 shares of the Company’s common stock. As part of the Partial Cancellation Agreement executed in May 2016 (see Note 2), 9,597,800 shares of common stock were returned to the Company and recorded in treasury. On July 19, 2017, the Company issued 12,100,000 shares of common stock to M2. On July 25, 2017, we resolved to issue 250,000 shares of our common stock as compensation. We issued 50,000 shares to Daniel Ryweck for his service on our board of directors, and 200,000 to our attorney Leonard W. Burningham for his legal services in the change of control and pursuant to an Engagement Letter. As of September 30, 2017, there are a total of 13,692,286 common shares outstanding. Stock-Based Compensation On June 2, 2014, the Company granted options to acquire common shares to its Chief Executive Officer and two directors, totaling 600,000 options. The options have an exercise price of $0.70 per share for terms of six years. Of the total stock options, 400,000 vest equally over the next four years and 200,000 vest equally over the next two years. The total fair value of these options at the date of grant was estimated to be $400,087, and was determined using the Black-Scholes option pricing model with expected lives of 4.25 (four-year vesting) and 3.75 years (two-year vesting), a risk-free interest rate of 1.92%, a dividend yield of 0% and expected volatility of 195%. The expected terms were determined using the simplified method. For the year ended September 30, 2017, the Company recorded approximately $0 of stock-based compensation expense. On December 21, 2015, ninety days after the resignation of a former officer of the Company, his 400,000 stock options expired. On May 9, 2016, two former directors of the Company each voluntarily cancelled 100,000 stock options awarded on June 2, 2014, related to the Partial Cancellation Agreement and their subsequent resignations. As of September 30, 2017, there are no outstanding stock options. |
Derivatives
Derivatives | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | NOTE 9 – DERIVATIVES The Series A 6% Convertible Preferred Stock issued by the Company had a full-ratchet down-round provision on the exercise price, in which the investors’ conversion price is adjusted down to the share price of future financings. Therefore, prior to September 30, 2017, following ASC 815-40, the warrants and the conversion feature of the preferred stock are not considered indexed to our own stock, and as such, the fair value of the embedded derivative liabilities are reflected on the balance sheet prior to September 30, 2017. On February 17, 2016, a supermajority of more than 67% of the shareholders of the Series A 6% Convertible Preferred Stock approved certain corporate transactions in an effort to settle certain violations of the Series A 6% Convertible Preferred Stock Certificate of Designation and other documents related to the sale of Series A 6% Convertible Preferred Stock in 2014. The transactions approved by a supermajority of the Series A 6% Convertible Preferred Shareholders are to be implemented by the Board of Directors at the Board’s discretion. The approved transactions include the following: (i) the approval of a potential settlement agreement with Chisholm Partners II, LLC and certain members of Chisholm II, (ii) the approval of the amendment of the Certificate of Designation for the Series A 6% Convertible Preferred Stock modifying the Conversion Price to $0.05, (iii) the Removal of Section 7, “Certain Adjustments” in the Series A 6% Convertible Preferred Stock Certificate of Designation, (iv) the modification of the permitted indebtedness allowable under the Series A 6% Convertible Preferred Stock Certificate of Designation to $200,000, (v) the approval of promissory notes with related parties in an amount up to $60,000, (vi) the waiver of the right of redemption upon Triggering Events for the Company’s violations of Section 10 of the Certificate of Designation, (vii) the waiver of the accrual of the late fee for unpaid dividends as of January 1, 2016, (viii) the waiver of the first right of refusal to purchase shares from other Series A 6% Convertible Preferred Shareholders, and (ix) waiver of the “Most Favored Nation” provision in the SPA for the Series A 6% Convertible Preferred Stock, among other things. Items (i) through (iv) were approved by the Board of Directors, items (v) through (ix) listed above were not approved specifically by the Board of Directors. |
Registration Rights Penalty
Registration Rights Penalty | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Registration Rights Penalty | NOTE 10 – REGISTRATION RIGHTS PENALTY In connection with the private placement and sale of 2,025 units of Series A 6% Convertible Preferred Stock and related warrants at the price of $1,000 per unit, the Company was required to register certain shares of common stock as part of a Registration Rights Agreement. The Company granted the investors’ registration rights on the underlying shares related to the Series A 6% Convertible Preferred Stock and warrants. The registration rights agreement provided for a liquidated damages provision imposed upon the Company of 1.5% of the gross proceeds per month for each month that the shares are not registered. The liquidated damages are not to exceed 9% which was met in 2015. The Company filed a registration statement that was effective on September 12, 2014 that did not register all of the underlying shares of the Series A 6% Convertible Preferred Stock the warrants and the dividend payments required to be registered in the Registration Rights Agreement. As of September 30, 2017, and 2016, the Company incurred registration rights penalty of $0 and $0, respectively, and the registration rights were cancelled as of July 19, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAX For the fiscal year 2017 and 2016, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. As of September 30, 2017, and 2016, the Company has net operating loss carry forwards of approximately $3,100,000 and $2,900,000, respectively. The carry forwards expire through the year 2036. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. On November 30, 2017, the Company adopted ASU 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% to loss before taxes). The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect of significant components of the Company’s deferred tax assets and liabilities at September 30, 2017 and 2016, respectively, are as follows: September 30, 2017 2016 Deferred tax assets: Net operating loss carryforward $ 1,058,669 $ 1,012,517 Derivatives liabilities - (325,069) Stock options - 15,380 Total gross deferred tax assets 1,058,669 702,828 Less: Deferred tax asset valuation allowance (1,058,669) (702,828) Total net deferred tax assets - - Deferred tax liabilities: Depreciation - - Total deferred tax liabilities - - Total net deferred taxes $ - $ - Because of the historical earnings history of the Company, the net deferred tax assets for 2017 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $1,058,669 and $702,828 as of September 30, 2017 and 2016, respectively. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation passed prior to our September 30, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance. |
Concentrations
Concentrations | 12 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 12 – CONCENTRATIONS Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. The Company places its temporary cash investments with financial institutions insured by the FDIC. No amounts exceeded federally insured limits as of September 30, 2017. There have been no losses in these accounts through September 30, 2017. Concentration of Supplier The Company does not rely on any particular suppliers for its services. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES The Company, as a lessee of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. We believe our operations are in substantial compliance with existing requirements of governmental bodies. Legal Matters The Company at times is subject to other legal proceedings that arise in the ordinary course of business. In the opinion of management, as of September 30, 2017, there are no pending or threatened legal matters. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENT On November 15, 2017, the Company entered into an Agreement and Plan of Merger (respectively, the “Merger Agreement” and the “Merger”) with Mark Savage, the Company’s President, a director and a beneficial shareholder (“Savage”), Matthew Atkinson, the Company’s Secretary, a beneficial shareholder and the Manager of our principal shareholder, M2 (“Atkinson”), M2 and Dala Acquisition, Inc., a wholly-owned Nevada corporation recently formed by us (the “Merger Subsidiary”) on the one hand; and KonaTel, Inc. and D. Sean McEwen, KonaTel’s President and sole shareholder (respectively, “KonaTel” and the “KonaTel Sole Shareholder”) on the other hand. The Merger Agreement provides, among other terms and conditions, for our Merger Subsidiary to be merged with and into KonaTel, with KonaTel being the surviving company and becoming a wholly-owned subsidiary of the Company on the closing of the Merger. If there is a closing of the Merger, the Company will issue 13,500,000 shares of its $0.001 par value common stock comprised of “restricted securities” as defined in SEC Rule 144 promulgated under the Securities Act, in exchange for all of the outstanding shares of common stock of KonaTel, amounting to 200,000 shares, or its total authorized securities. The Merger was closed and filed with the Secretary of State of the State of Nevada on December 18, 2017, which was the “Effective Time” of the Merger. Proforma financial statements, as required, are unavailable at the time of the filing of this Annual Report. The Company will file proforma financial statements in a subsequent filing by amendment to its Current Report dated December 18, 2017. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. As discussed above in Note 2, the Company merged with Dala Petroleum Corp., a Nevada corporation (“Dala”) on June 2, 2014 (the “Merger”). Dala is focused on the acquisition and development of oil and natural gas resources in the United States. Prior to the Merger, Westcott was considered a shell company, as defined in SEC Rule 12b-2. For financial reporting purposes, the Merger represents a “reverse merger” rather than a business combination. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements are those of Dala immediately following the consummation of the reverse merger. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, and valuation of share-based payments. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Unproved oil and natural gas properties are accounted for and measured under Regulation S-X, Rule 4-10. We currently measure and report at fair value other intangible assets (due to our impairment analysis) and derivative liabilities using ASC 820-10, Fair Value Measurement. The fair value of intangible assets has been determined using the present value of estimated future cash flows method. The fair value of derivative liabilities is measured using the Black-Scholes option pricing method. |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The Company follows the full cost method of accounting for oil and natural gas operations whereby all costs related to the exploration and development of oil and natural gas properties are initially capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, a portion of employee salaries related to Property development, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. Internal salaries are capitalized based on employee time allocated to the acquisition of leaseholds and development of oil and natural gas properties. The Company did not capitalize interest for the period ended September 30, 2017 as it was not required. Proceeds from Property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. The Company assesses all items classified as unproved Property on a quarterly basis for possible impairment or reduction in value. The assessment includes consideration of the following factors, among others: intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such Property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry. Capitalized costs associated with impaired properties and properties having proven reserves, estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 410-20-25 are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. The costs of unproved properties are withheld from the depletion base until such time as they are developed, impaired, or abandoned. Under the full cost method of accounting, capitalized oil and natural gas Property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. The present value of estimated future net revenues is computed by applying prices based on a 12-month unweighted average of the oil and natural gas prices in effect on the first day of each month, less estimated future expenditures to be incurred in developing and producing the proved reserves (assuming the continuation of existing economic conditions), less any applicable future taxes. If such capitalized costs exceed the ceiling, the Company will record a write-down to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence and result in a lower depreciation, depletion and amortization rate in future periods. A write-down may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase the ceiling. |
Revenue Recognition | Revenue Recognition The Company recognizes oil and natural gas revenues from our interests in producing wells when production is delivered to, and title has transferred to, the purchaser and to the extent the selling price is reasonably determinable. The Company uses the sales method of accounting for balancing of natural gas production and would recognize a liability if the existing proven reserves were not adequate to cover the current imbalance situation. For the year ended September 30, 2017, no revenue has been recognized as all wells are still unproved and non-producing. |
Asset Retirement Obligation | Asset Retirement Obligation Asset retirement obligation (“ARO”) reflects the estimated present value of the amount of dismantlement, removal, site reclamation and similar activities associated with the Company's oil and natural gas properties. Inherent in the fair value calculation of the ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. As of September 30, 2017, the Company had no ARO liability as no wells have been established. |
Stock-Based Compensation | Stock-based Compensation The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. |
Income Taxes | Income Taxes The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of August 31, 2017, tax years 2014 – 2017 remain open for IRS audit and tax years 2015–2017 remain open for HM Revenue & Customs (“HMRC”) audit. The Company has received no notice of audit from the IRS or HMRC for any of the open tax years. The Company adopted ASC 740-10, “ On November 30, 2017, the Company adopted ASU 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation passed prior to our September 30, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance. |
Net Loss Per Share | Net Loss Per Share The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As the Company has incurred losses for the period ended September 30, 2017, the potentially dilutive shares totaling 0 are anti-dilutive and are thus not added into the loss per share calculations. Due to the anti-dilutive impact the weighted average dilutive shares outstanding for the period ended September 30, 2017, for basic and dilutive shares, are the same. |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of September 30, 2017 and 2016. |
Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU No. 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Topic 205) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815) Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or Equity. The amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of a host contract, but rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. In addition, the amendments in this update clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features when considering how to weight those terms and features. The guidance applies to all entities that are issuers of, or investor in, hybrid instruments that are issued in the form of a share. The effects of initially adopting the amendments in this update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. The updates in this pronouncement are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the adoption of ASU 2014-16 and the impact of the updates upon the Company. The Company plans on adopting the pronouncement for periods beginning after December 15, 2016 and does not anticipate early adoption of this pronouncement. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Activity Change in During Fair Value of Disposal September 30, Fiscal Intangible of September 30, 2016 Year Asset Property 2017 Description Unproved oil and natural gas properties $ 171,000 $ - $ - $ - $ 171,000 Activity Change in During Fair Value of Disposal September 30, Fiscal Intangible of September 30, 2015 Year Asset Property 2016 Description Unproved oil and natural gas properties $ 608,000 $ - $ - $ (437,000) $ 171,000 |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | Fair Value Measurements at September 30, 2017 Quoted Prices In Active Significant Markets for Other Significant Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Description Unproved oil and natural gas properties $ - $ - $ 171,000 $ 171,000 Fair Value Measurements at September 30, 2016 Quoted Prices In Active Significant Markets for Other Significant Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Description Unproved oil and natural gas properties $ - $ - $ 171,000 $ 171,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Name of Creditor Amount of Principal Due Amount of Interest Due Total Amount Due Alpha Capital Anstalt $ 37,037 $ 7,927 $ 44,964 Lane Ventures Inc. $ 2,469 $ 603 $ 3,072 Mill City Ventures III, Ltd $ 24,691 $ 3,385 $ 28,076 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | September 30, 2017 September 30, 2016 Accrued Accrued Principal Interest Total Principal Interest Total Lane Ventures $ - $ - $ - $ 488 $ 45 $ 533 Alpha Capital - - - 40,010 2,419 42,429 Alpha Capital - - - 37,037 5,711 42,748 Alpha Capital - - - 7,315 681 7,996 Lane Ventures - - - 2,469 381 2,850 Total $ - $ - $ - $ 87,319 $ 9,237 $ 96,556 Related Party September 30, 2017 September 30, 2016 Accrued Accrued Principal Interest Total Principal Interest Total Mill City Venture - - - 5,195 484 5,679 Mill City Venture - - - 30,000 5,125 35,125 Mill City Venture - - - 24,691 1,161 25,852 Atkinson 2,500 9 2,509 - - - Atkinson 5,000 54 5,054 - - - Savage 2,500 9 2,509 - - - Savage 5,000 55 5,055 - - - Total $ 15,000 $ 127 $ 15,127 $ 59,886 $ 6,770 $ 66,656 |
Schedule of Related Party Transactions | Name of Creditor Amount of Principal Due Amount of Interest Due Total Amount Due Alpha Capital Anstalt $ 37,037 $ 7,927 $ 44,964 Lane Ventures Inc. $ 2,469 $ 603 $ 3,072 Mill City Ventures III, Ltd $ 24,691 $ 3,385 $ 28,076 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | September 30, 2017 2016 Deferred tax assets: Net operating loss carryforward $ 1,058,669 $ 1,012,517 Derivatives liabilities - (325,069) Stock options - 15,380 Total gross deferred tax assets 1,058,669 702,828 Less: Deferred tax asset valuation allowance (1,058,669) (702,828) Total net deferred tax assets - - Deferred tax liabilities: Depreciation - - Total deferred tax liabilities - - Total net deferred taxes $ - $ - |
Transactions (Details Narrative
Transactions (Details Narrative) | 12 Months Ended | |||
Sep. 30, 2017USD ($)ashares | Sep. 30, 2016shares | Sep. 30, 2014shares | ||
Effective date of acquisition | Jun. 2, 2014 | |||
Acquisition, shares issued | 10,000,000 | |||
Contingent consideration arrangement, description | As a condition precedent to the Merger, Westcott raised $2,025,000 from persons who are accredited investors in consideration of the sale of 2,025 shares of its Series A 6% Convertible Preferred Stock and 2,893,725 warrants at the offering price of $1,000 per unit. | |||
Common stock outstanding, shares | 13,692,286 | 2,926,486 | ||
Preferred stock oustanding shares | 0 | 2,008 | ||
Warrants issued | 2,893,725 | |||
Series A preferred convertible stock, units issued | 0 | 2,008 | 2,025 | |
Series A convertible preferred stock, conversion terms | The conversion price was changed from $0.70 per share to $0.05 per share. | Each $1,000 unit consisted of (i) one share of Series A 6% Convertible Preferred Stock that is convertible at any time at the option of the Holder into common stock at the conversion price of $0.70 per common share based on the total dollar amount invested and (ii) 1,429 warrants (issued for each Series A 6% Convertible Preferred Stock sold in each unit) to purchase common shares of the Company at an exercise price of $1.35 with a life of three years as of the Effective Date, defined as the earliest date of the following to occur: (a) the initial registration statement required by the Offering Documents has been declared effective by the United States Securities and Exchange Commission (the SEC), (b) all of the underlying shares have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without the requirement for the Company to be in compliance with the current public information required under SEC Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of June 3, 2014. | ||
Oil and gas leases, acreage | a | 25,000 | |||
Shares returned and cancelled | 1,030,000 | |||
Chisholm Partners II, LLC | ||||
Common and preferred shares cancelled | 8,567,800 | |||
Partial Cancellation Agreement, description | In exchange for the return of 8,567,800 shares of Common Stock for cancellation, the Company returned 55,000 acres of the Company's property rights held in the form of oil and gas leases from Chisholm II (approximately 68.75% of its total holdings) to Chisholm II. | |||
M2 Equity Partners LLC | Common Stock Purchase Agreement | ||||
Effective date of acquisition | Jul. 19, 2017 | |||
Acquisition agreement terms | On July 19, 2017, the Company entered into a Common Stock Purchase Agreement with M2 Equity Partners LLC, a Minnesota limited liability company ("M2"), whereby M2 has purchased 12,100,000 newly issued shares of the Company's common stock (the "Common Stock") for an aggregate purchase price of $347,500 (the "Purchase Price"), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act'), and/or Rule 506(b) promulgated thereunder. Prior to the closing (the "Closing") of the Common Stock Purchase Agreement, the Company had the following outstanding securities: (i) 2,926,486 shares of Common Stock; (ii) 2,008 shares of Series A 6% Convertible Preferred Stock (the "Preferred Stock"); and (iii) 1,928,571 warrants (the "Warrants") to acquire 1,928,571 shares of Common Stock that were issued in connection with the issuance of our Preferred Stock. In connection with this purchase of Common Stock, certain of the Company's shareholders agreed to cancel an aggregate 1,584,200 shares of the Company's Common Stock for an aggregate amount of $15,842; and 2,008 shares of the Company 's Preferred Stock and all outstanding Warrants for an aggregate amount of $53,841, with an additional sum of approximately $4,700 due to those shareholders who have agreed to cancel their respective shares of Preferred Stock and Warrants being reserved for the payment of miscellaneous expenses or other liabilities of the Company not provided for in the schedules and exhibits to the Common Stock Purchase Agreement, and any remainder of this sum will be paid to these shareholders, pro rata, based upon the respective percentage that the aggregate amount being paid for the cancellation of the Preferred Stock and Warrants bears, if any, to these additional funds, following payment of any such miscellaneous expenses or other liabilities of the Company. $10,750 of the Purchase Price is being held in the Trust Account of the Company's legal counsel to be expended on behalf of the Company or deposited into a new bank account to be opened by the Company. The closing of the Common Stock Purchase Agreement resulted in a change on control of the Company. The Company will use the remainder of the $347,500 to, among other items set forth in the schedules and exhibits to the Common Stock Purchase Agreement, pay or compromise all outstanding indebtedness and other liabilities of the Company, amounting to approximately $262,367, which includes a payment of an aggregate of $10,000 ($5,000 to each) to our two directors and executive officers, with the understanding that our then current assets will consist of approximately $10,750, our Property, consisting of our oil and gas lease assets that we presently own, along with other intangible assets, and following the payment of the indebtedness and other liabilities and financial obligations of the Company, there will be no liabilities of the Company at Closing. | |||
Acquisition, shares issued | 12,100,000 | |||
Acquisition purchase price | $ | $ 347,500 | |||
Common stock cancelled, shares | 1,584,200 | |||
Common stock shares outstanding after cancellation prior to or simultaneous with the closing | 1,342,286 | |||
Payment to repurchase common stock | $ | $ 15,842 | |||
Common and preferred shares cancelled | 2,008 | |||
Payment to repuchase preferred stock and warrants | $ | $ 53,841 | |||
Purchase price funds held in Trust | $ | 10,750 | |||
Miscellaneous expenses and other liabilities | $ | $ 4,700 | |||
Contingent consideration arrangement, description | The Company will use the remainder of the $347,500 to, among other items set forth in the schedules and exhibits to the Common Stock Purchase Agreement, pay or compromise all outstanding indebtedness and other liabilities of the Company, amounting to approximately $262,367, which includes a payment of an aggregate of $10,000 ($5,000 to each) to our two directors and executive officers, with the understanding that our then current assets will consist of approximately $10,750, our Property, consisting of our oil and gas lease assets that we presently own, along with other intangible assets, and following the payment of the indebtedness and other liabilities and financial obligations of the Company, there will be no liabilities of the Company at Closing. | |||
Common stock outstanding, shares | [1] | 13,442,286 | ||
Preferred stock oustanding shares | 0 | |||
Warrants outstanding | 0 | |||
[1] | 1,342,286 Existing Shares and 12,100,000 shares purchased by M2 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Unproved oil and natural gas properties, beginning of period | $ 171,000 | $ 608,000 |
Activity during fiscal year | 0 | 0 |
Change in fair value of intangible asset | 0 | 0 |
Disposal of property | 0 | (437,000) |
Unproved oil and natural gas properties, end of period | $ 171,000 | $ 171,000 |
Basis of Presentation - Sched28
Basis of Presentation - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unproved Oil and Gas Property, Successful Effort Method | $ 171,000 | $ 171,000 | $ 608,000 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unproved Oil and Gas Property, Successful Effort Method | 0 | 0 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unproved Oil and Gas Property, Successful Effort Method | 0 | 0 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unproved Oil and Gas Property, Successful Effort Method | $ 171,000 | $ 171,000 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Oil and Gas Properties | |||
Oil and natural gas expenses | $ 0 | ||
Impairment of unproved oil and natural gas properties | $ 608,000 | ||
Chisholm Partners II, LLC | |||
Oil and Gas Properties | |||
Common stock cancelled and returned to treasury | 8,567,800 | ||
Partial Cancellation Agreement, description | In exchange for the return of 8,567,800 shares of Common Stock for cancellation, the Company returned 55,000 acres of the Company's property rights held in the form of oil and gas leases from Chisholm II (approximately 68.75% of its total holdings) to Chisholm II. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net cash used in operating activities | $ (222,517) | $ (85,662) | |
Working capital deficit | (43,547) | ||
Total stockholders' deficit | 127,453 | (1,403,046) | $ (1,040,443) |
Accumulated deficit | $ (3,118,774) | $ (2,977,992) |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Amount of principal due | $ 15,127 | $ 66,656 |
Alpha Capital Anstalt | ||
Amount of principal due | 37,037 | |
Amount of interest due | 7,927 | |
Total amount due | 44,964 | |
Lane Ventures, Inc. | ||
Amount of principal due | 2,469 | |
Amount of interest due | 603 | |
Total amount due | 3,072 | |
Mill City Ventures III, Ltd. | ||
Amount of principal due | 24,691 | |
Amount of interest due | 3,385 | |
Total amount due | $ 28,076 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Acquisition, shares issued | 10,000,000 | |||
M2 Equity Partners LLC | Common Stock Purchase Agreement | ||||
Common stock cancelled and returned to treasury | 2,008 | |||
Acquisition, shares issued | 12,100,000 | |||
Acquisition purchase price | $ 347,500 | |||
Chisholm Partners II, LLC | ||||
Related party transaction, description of transaction | The Company had a service agreement, which has been suspended by the Company since May 2015 and has since been cancelled, with Chisholm II to use its existing technical exploration team for general and administrative-type services on behalf of the Company. The Company was obligated to pay Chisholm II $25,000 per month plus expenses for these services under the Master Services Agreement. | |||
Related party transaction, selling, general and administrative expenses | $ 225,472 | |||
Related party, accrued expenses | 50,000 | |||
Shares issued for transfer of oil and natural gas assets | 10,000,000 | |||
Common stock cancelled and returned to treasury | 8,567,800 | |||
Partial Cancellation Agreement, description | In exchange for the return of 8,567,800 shares of Common Stock for cancellation, the Company returned 55,000 acres of the Company's property rights held in the form of oil and gas leases from Chisholm II (approximately 68.75% of its total holdings) to Chisholm II. | |||
Pacific Oil and Gas, LLC | Notes Payable | ||||
Note payable, related party | $ 99,999 | |||
Related party transaction, interest rate | 12.00% | |||
Related party transaction, maturity date | Mar. 1, 2016 | Dec. 31, 2015 | ||
Related party transaction, description of security | The Note is secured by a Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement that was filed on June 25, 2015 against the Companys Evans 9-1 lease in McPherson County, Kansas. | |||
Chisholm Partners II, LLC, Mill City Ventures III, LLC, Lane Ventures, Inc. and Alpha Capital Anstalt | Notes Payable | ||||
Note payable, related party | $ 20,000 | |||
Related party transaction, interest rate | 12.00% | |||
Related party transaction, maturity date | Dec. 22, 2016 | |||
Related party transaction, description of security | The note is unsecured | |||
Mill City Ventures III, Ltd. #2 | Notes Payable | ||||
Related party, accrued expenses | $ 5,125 | |||
Note payable, related party | 0 | $ 30,000 | ||
Note payable, balance | 0 | |||
Related party transaction, interest rate | 12.00% | |||
Related party transaction, maturity date | Jan. 28, 2017 | |||
Related party transaction, description of security | The note is unsecured | |||
Mill City Ventures III, Ltd. #4 | Notes Payable | ||||
Note payable, related party | 10,000 | |||
Note payable, balance | $ 0 | |||
Related party transaction, interest rate | 12.00% | |||
Mill City Ventures III, Ltd. #6 | Notes Payable | ||||
Note payable, related party | $ 12,500 | |||
Note payable, balance | 0 | |||
Note payable, related party, payment amount due at maturity | $ 14,000 | |||
Related party transaction, interest rate | 12.00% | |||
Related party transaction, maturity date | Dec. 15, 2017 | |||
Director | ||||
Issuance of common stock for services, shares | 50,000 | |||
Leonard W. Burningham | ||||
Issuance of common stock for services, shares | 200,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Short-term Debt [Line Items] | ||
Notes payable, principal | $ 0 | $ 87,319 |
Notes payable, accrued interest | 0 | 9,237 |
Notes payable, total | 0 | 96,556 |
Notes Payable | Lane Ventures, Inc. | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 488 |
Notes payable, accrued interest | 0 | 45 |
Notes payable, total | 0 | 533 |
Notes Payable | Alpha Capital Anstalt | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 40,010 |
Notes payable, accrued interest | 0 | 2,419 |
Notes payable, total | 0 | 42,429 |
Notes Payable | Alpha Capital Anstalt #2 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 37,037 |
Notes payable, accrued interest | 0 | 5,711 |
Notes payable, total | 0 | 42,748 |
Notes Payable | Alpha Capital Anstalt #3 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 7,315 |
Notes payable, accrued interest | 0 | 681 |
Notes payable, total | 0 | 7,996 |
Notes Payable | Lane Ventures #2 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 2,469 |
Notes payable, accrued interest | 0 | 381 |
Notes payable, total | $ 0 | $ 2,850 |
Notes Payable - Schedule of N34
Notes Payable - Schedule of Notes Payable, Related Party (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Short-term Debt [Line Items] | ||
Notes payable, principal | $ 15,000 | $ 59,886 |
Notes payable, accrued interest | 127 | 6,770 |
Notes payable, total | 15,127 | 66,656 |
Mill City Ventures III, Ltd. | ||
Short-term Debt [Line Items] | ||
Notes payable, total | 24,691 | |
Notes Payable | Mill City Ventures III, Ltd. | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 5,195 |
Notes payable, accrued interest | 0 | 484 |
Notes payable, total | 0 | 5,679 |
Notes Payable | Mill City Ventures III, Ltd. #2 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 30,000 |
Notes payable, accrued interest | 0 | 5,125 |
Notes payable, total | 0 | 35,125 |
Notes Payable | Mill City Ventures III, Ltd. #3 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 0 | 24,691 |
Notes payable, accrued interest | 0 | 1,161 |
Notes payable, total | 0 | 25,852 |
Notes Payable | Atkinson | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 2,500 | 0 |
Notes payable, accrued interest | 9 | 0 |
Notes payable, total | 2,509 | 0 |
Notes Payable | Atkinson #2 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 5,000 | 0 |
Notes payable, accrued interest | 54 | 0 |
Notes payable, total | 5,054 | 0 |
Notes Payable | Savage | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 2,500 | 0 |
Notes payable, accrued interest | 9 | 0 |
Notes payable, total | 2,509 | 0 |
Notes Payable | Savage #2 | ||
Short-term Debt [Line Items] | ||
Notes payable, principal | 5,000 | 0 |
Notes payable, accrued interest | 55 | 0 |
Notes payable, total | $ 5,055 | $ 0 |
Notes Payable - Schedule of Rel
Notes Payable - Schedule of Related Party Transactions, Restated Promissory Note (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Amount of principal due | $ 15,127 | $ 66,656 |
Alpha Capital Anstalt | ||
Amount of principal due | 37,037 | |
Amount of interest due | 7,927 | |
Total amount due | 44,964 | |
Lane Ventures, Inc. | ||
Amount of principal due | 2,469 | |
Amount of interest due | 603 | |
Total amount due | 3,072 | |
Mill City Ventures III, Ltd. | ||
Amount of principal due | 24,691 | |
Amount of interest due | 3,385 | |
Total amount due | $ 28,076 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Proceeds received from notes payable | $ 70,010 | $ 90,010 | |
Notes payable, accrued interest | 0 | 9,237 | |
Adjustment to additional paid in capital, debt forgiveness | 139,701 | ||
Related party transaction, accrued interest | 127 | $ 6,770 | |
Mill City Ventures III, Ltd. | |||
Note payable, related party | 28,076 | ||
Lane Ventures, Inc. | |||
Note payable, related party | 3,072 | ||
Alpha Capital Anstalt | |||
Note payable, related party | 44,964 | ||
Notes Payable | Pacific Oil and Gas, LLC | |||
Note payable, maturity date description | Lender extended the maturity date to March 1, 2016. | ||
Related party transaction, description of security | The Note is secured by a Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement that was filed on June 25, 2015 against the Companys Evans 9-1 lease in McPherson County, Kansas. | ||
Proceeds received from related party debt | 97,500 | ||
Forgiveness of debt | $ 110,848 | ||
Adjustment to additional paid in capital, debt forgiveness | $ 39,771 | ||
Note payable, related party | $ 99,999 | ||
Related party transaction, interest rate | 12.00% | ||
Related party transaction, maturity date | Mar. 1, 2016 | Dec. 31, 2015 | |
Related party transaction, interest expense | $ 10,849 | ||
Notes Payable | Mill City Ventures III, Ltd. | |||
Note payable, related party | $ 5,195 | ||
Note payable, related party, balance | 0 | ||
Related party transaction, interest rate | 12.00% | ||
Related party transaction, maturity date | Dec. 22, 2016 | ||
Related party transaction, accrued interest | 0 | $ 484 | |
Notes Payable | Chisholm Partners II, LLC | |||
Note payables, interest rate | 12.00% | ||
Notes payable, maturity date | Dec. 22, 2016 | ||
Proceeds received from notes payable | $ 7,002 | ||
Notes payable, accrued interest | 322 | ||
Forgiveness of debt | $ 7,324 | ||
Notes Payable | Lane Ventures, Inc. | |||
Note payables, interest rate | 12.00% | ||
Notes payable, maturity date | Dec. 22, 2016 | ||
Proceeds received from notes payable | $ 488 | ||
Notes payable, accrued interest | 0 | $ 45 | |
Note payable, related party, balance | 0 | ||
Notes Payable | Alpha Capital Anstalt #3 | |||
Note payables, interest rate | 12.00% | ||
Notes payable, maturity date | Dec. 22, 2016 | ||
Proceeds received from notes payable | $ 7,315 | ||
Notes payable, accrued interest | 0 | $ 681 | |
Note payable, related party, balance | 0 | ||
Notes Payable | Mill City Ventures III, Ltd. #2 | |||
Related party transaction, description of security | The note is unsecured | ||
Note payable, related party | 0 | $ 30,000 | |
Note payable, related party, balance | 0 | ||
Related party transaction, interest rate | 12.00% | ||
Related party transaction, maturity date | Jan. 28, 2017 | ||
Related party transaction, accrued interest | 0 | $ 5,125 | |
Notes Payable | Alpha Capital Anstalt | |||
Note payables, interest rate | 12.00% | ||
Notes payable, maturity date | Mar. 30, 2017 | ||
Proceeds received from notes payable | $ 40,010 | ||
Notes payable, accrued interest | 0 | 2,419 | |
Note payable, related party, balance | 0 | ||
Notes Payable | Mill City Ventures III, Ltd. #4 | |||
Note payable, related party | 10,000 | ||
Note payable, related party, balance | $ 0 | ||
Related party transaction, interest rate | 12.00% | ||
Notes Payable | Mill City Ventures III, Ltd. #5 | |||
Note payable, related party | $ 10,000 | ||
Note payable, related party, balance | $ 0 | ||
Related party transaction, interest rate | 12.00% | ||
Notes Payable | Mill City Ventures III, Ltd. #6 | |||
Note payable, related party, payment amount due at maturity | $ 14,000 | ||
Note payable, related party | 12,500 | ||
Note payable, related party, balance | $ 0 | ||
Related party transaction, interest rate | 12.00% | ||
Related party transaction, maturity date | Dec. 15, 2017 | ||
Notes Payable | Alpha Capital Anstalt #5 | |||
Note payables, interest rate | 12.00% | ||
Proceeds received from notes payable | $ 12,510 | ||
Note payable, related party, balance | $ 0 | ||
Notes Payable | Alpha Capital Anstalt #4 | |||
Note payables, interest rate | 12.00% | ||
Proceeds received from notes payable | $ 10,000 | ||
Note payable, related party, balance | 0 | ||
Notes Payable | Mill City Ventures III, Ltd. #3 | |||
Proceeds received from related party debt | 24,691 | ||
Note payable, related party, balance | $ 0 | ||
Related party transaction, interest rate | 12.00% | ||
Related party transaction, maturity date | Dec. 31, 2016 | ||
Related party transaction, accrued interest | $ 0 | $ 1,161 |
Preferred Convertible Stock a37
Preferred Convertible Stock and Warrants (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2016 | |
Equity [Abstract] | ||||
Series A preferred convertible stock, units issued | 2,025 | |||
Series A preferred convertible stock, price per unit | $ 1,000 | |||
Series A preferred convertible stock, conversion basis | Each unit consisted of (i) one share of Series A 6% Convertible Preferred Stock that is convertible at any time at the option of the holder into common stock at the conversion price of $0.70 per common share based on the total dollar amount invested (subject to adjustment) and (ii) 1,429 warrants to purchase common shares of the Company at an exercise price of $1.35 for three years of the Effective Date, defined as the earliest date of the following to occur: (a) the initial registration statement required by the Offering Documents has been declared effective by the United States Securities and Exchange Commission (the SEC), (b) all of the underlying shares have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without the requirement for the Company to be in compliance with the current public information required under SEC Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of June 3, 2014. | |||
Series A preferred convertible stock, dividend rate | 6.00% | |||
Conversion of Series A Convertible Preferred stock | 17 | |||
Common stock issued as a result of conversion of Series A Convertible Preferred stock | 24,286 | |||
Series A preferred convertible stock, shares outstanding | 0 | 2,008 | ||
Number of common shares contingently issuable upon conversion of preferred stock | 2,868,571 | |||
Proceeds from issuance of convertible preferred stock, net of offering costs | $ 1,990,000 | |||
Warrants issued | 2,893,725 | |||
Warrants issued, value | $ 711,044 | |||
Preferred stock dividends forfeited, shares | 675 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Number of options, expired | (400,000) | ||||
Number of options, cancelled | (200,000) | ||||
Stock-based compensation expense | $ 12,500 | $ 49,771 | |||
Business acquisition, shares issued | 10,000,000 | ||||
Common shares outstanding | 13,692,286 | 2,926,486 | |||
Conversion of Series A Convertible Preferred stock | 17 | ||||
Common stock issued as a result of conversion of Series A Convertible Preferred stock | 24,286 | ||||
Common stock cancelled and returned to treasury | 1,030,000 | ||||
Director | |||||
Issuance of common stock for services, shares | 50,000 | ||||
Leonard W. Burningham | |||||
Issuance of common stock for services, shares | 200,000 | ||||
Chief Executive Officer | Stock Compensation | |||||
Number of options, granted | 600,000 | ||||
Weighted average exercise price, grants | $ 0.70 | ||||
Weighted average remaining contractual life (in years) | 6 years | ||||
Stock options, vesting terms | Of the total stock options, 400,000 vest equally over the next four years and 200,000 vest equally over the next two years. | ||||
Fair value of options, date of grant | $ 400,087 | ||||
Fair value assumptions, expected lives | 4.25 (four-year vesting) and 3.75 (two-year vesting) years | ||||
Fair value assumptions, risk-free interet rate | 1.92% | ||||
Fair value assumptions, dividend yield | 0.00% | ||||
Fair value assumptions, expected volatility | 195.00% | ||||
Stock-based compensation expense | $ 0 | ||||
M2 Equity Partners LLC | Common Stock Purchase Agreement | |||||
Business acquisition, shares issued | 12,100,000 | ||||
Common shares outstanding | [1] | 13,442,286 | |||
Common stock cancelled and returned to treasury | 2,008 | ||||
Common Stock | |||||
Business acquisition, shares issued | 10,000,000 | ||||
Oil and gas assets acquired | $ 1,898,947 | ||||
Common shares outstanding | 13,692,286 | 12,500,000 | 2,500,000 | ||
Conversion of Series A Convertible Preferred stock | 17 | ||||
Common stock issued as a result of conversion of Series A Convertible Preferred stock | 24,286 | ||||
Common stock cancelled and returned to treasury | 9,597,800 | ||||
Issuance of common stock for services, shares | 250,000 | ||||
[1] | 1,342,286 Existing Shares and 12,100,000 shares purchased by M2 |
Derivatives (Details Narrative)
Derivatives (Details Narrative) | 12 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Description of corporate transactions to settle certain violations | On February 17, 2016, a supermajority of more than 67% of the shareholders of the Series A 6% Convertible Preferred Stock approved certain corporate transactions in an effort to settle certain violations of the Series A 6% Convertible Preferred Stock Certificate of Designation and other documents related to the sale of Series A 6% Convertible Preferred Stock in 2014. The transactions approved by a supermajority of the Series A 6% Convertible Preferred Shareholders are to be implemented by the Board of Directors at the Boards discretion. The approved transactions include the following: (i) the approval of a potential settlement agreement with Chisholm Partners II, LLC and certain members of Chisholm II, (ii) the approval of the amendment of the Certificate of Designation for the Series A 6% Convertible Preferred Stock modifying the Conversion Price to $0.05, (iii) the Removal of Section 7, Certain Adjustments in the Series A 6% Convertible Preferred Stock Certificate of Designation (iv) the modification of the permitted indebtedness allowable under the Series A 6% Convertible Preferred Stock Certificate of Designation to $200,000, (v) the approval of promissory notes with related parties in an amount up to $60,000, (vi) the waiver of the right of redemption upon Triggering Events for the Companys violations of Section 10 of the Certificate of Designation, (vii) the waiver of the accrual of the late fee for unpaid dividends as of January 1, 2016, (viii) the waiver of the first right of refusal to purchase shares from other Series A 6% Convertible Preferred Shareholders, and (ix) waiver of the Most Favored Nation provision in the SPA for the Series A 6% Convertible Preferred Stock, among other things. Items (i) through (iv) were approved by the Board of Directors, items (v) through (ix) listed above were not approved specifically by the Board of Directors. |
Registration Rights Penalty (De
Registration Rights Penalty (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Series A preferred convertible stock, units issued | 2,025 | ||
Series A preferred convertible stock, price per unit | $ 1,000 | ||
Registration rights | The Company granted the investors's registration rights on the underlying shares related to the Series A 6% Convertible Preferred Stock and warrants. The registration rights agreement provided for a liquidated damages provision imposed upon the Company of 1.5% of the gross proceeds per month for each month that the shares are not registered. The liquidated damages are not to exceed 9% which was met in 2015. | ||
Registration rights penalty | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred Tax Assets | ||
Net operating loss carryforward | $ 1,058,669 | $ 1,012,517 |
Derivative liabilities | 0 | (325,069) |
Stock options | 0 | 15,380 |
Total gross deferred tax assets | 1,058,669 | 702,828 |
Less: Deferred tax asset valuation allowance | (1,058,669) | (702,828) |
Total net deferred tax assets | 0 | 0 |
Deferred Tax Liabilities | ||
Depreciation | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Total net deferred taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 3,119,000 | $ 2,978,000 |
Net operating loss carryforwards, expiration date | Sep. 30, 2036 | |
Deferred tax asset valuation allowance | $ (1,058,669) | $ (702,828) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2014 | |
Subsequent Event [Line Items] | ||
Effective date of acquisition | Jun. 2, 2014 | |
Subsequent Event | KonaTel, Inc. | ||
Subsequent Event [Line Items] | ||
Name of acquired entity | KonaTel, Inc. | |
Effective date of acquisition | Dec. 18, 2017 | |
Acquisition, shares issued | 13,500,000 | |
Acquisition, shares received | 200,000 | |
Acquisition, shares issued, par value | $ 0.001 |