UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTIONS
13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended September
30, 2015
Commission file number: 333-144504
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Pacific Oil Company |
(Exact Name of Registrant as Specified in its Charter) |
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Nevada |
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20-4057712 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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9500 W. Flamingo Rd. Suite 205 |
Las Vegas, NV 89147 |
(Address of Principal Executive Offices) |
Registrant’s telephone number,
including area code: 1 702 555 7013
Securities registered pursuant to Section
12(b) of the Act: None
Securities registered pursuant to section
12(g) of the Act:
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Common Stock, $0.001 par value |
(Title of class) |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes .
No X .
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes .
No X .
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X
. No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. .
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
. (Do not check if a smaller reporting company) |
Smaller reporting company |
X . |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes X .
No .
Aggregate market value of voting common equity held by non-affiliates
as of March 31, 2015: $5,627
The number of shares outstanding of the issuer’s common
stock, $0.001 par value, as of December 29, 2015 was 440,949 shares.
Pacific Oil Company
Form 10-K Annual Report
Table of Contents
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PART I |
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Item 1. |
Business |
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3 |
Item 1A. |
Risk Factors |
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Item 1B. |
Unresolved Staff Comments |
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17 |
Item 2. |
Properties |
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17 |
Item 3. |
Legal Proceedings |
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18 |
Item 4. |
Mine Safety Disclosure |
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18 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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19 |
Item 6. |
Selected Financial Data |
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19 |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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20 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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23 |
Item 8. |
Financial Statements and Supplementary Data |
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23 |
Item 9. |
Change in and Disagreements with Accountants on Accounting and Financial Disclosure |
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23 |
Item 9A(T). |
Controls And Procedures |
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23 |
Item 9B. |
Other Information |
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24 |
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PART III |
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Item 10. |
Directors, Executive Officers, and Corporate Governance |
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25 |
Item 11. |
Executive Compensation |
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26 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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26 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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27 |
Item 14. |
Principal Accountant Fees and Services |
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27 |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
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29 |
FORWARD LOOKING STATEMENT INFORMATION
Certain statements made in this Annual
Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties.
Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately
and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements
included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded
as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results
to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors
set forth herein under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Risk Factors”. We undertake no obligation to revise or update publicly any forward-looking
statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used
herein refer to Pacific Oil Company.
PART 1
ITEM 1. BUSINESS
Company History
Pacific Oil Company (the “Company”)
was originally incorporated in Nevada on December 5, 2005 (“inception’) as Kat Racing, Inc. On January 4, 2013, the
Articles of Incorporation of the Company were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On
July 26, 2013, the Company’s Articles of Incorporation were amended to change the name of the registrant to Pacific Oil Company.
From the Company’s inception until
the Company’s transition into the oil and natural gas business in early 2013, Kat Racing’s business plan was to design,
manufacture, market, sell and distribute custom off-road racing and recreational vehicles and provide marketing and lead services.
Kat Racing never generated any revenue from this proposed business plan.
As the market for high end off road
vehicles suffered due to the downturn in the economy, Kat Racing sought to arrange the purchase of certain oil and gas properties
which were owned by Prairie West Oil and Gas Ltd., a Canadian company through a share exchange. Pursuant to this transaction, the
Company changed its name from Kat Racing to Prairie West Oil and Gas Ltd. This transaction was never completed. When it was determined
the acquisition would not be completed, the Company did not want to continue with the Prairie West name and changed its name to
Pacific Oil Company.
On October 1, 2013, the Company issued
a newly appointed officer and director 190,500 shares of common stock of the Company to retain his services to attempt to secure
certain assets the Company needs to launch its oil and gas operations.
On May 6, 2015, the Company entered
into a purchase and sale agreement with the Emporium Group to purchase certain rights, title, estate, and interest in the unproved
petroleum and natural gas rights, together with certain tangible assets and liabilities, on a 40-acre site located in Saskatchewan,
Canada. The purchase consideration for this transaction was part stock and part debt. The Company issued to Emporium Group 140,000
shares of its common stock, valued at $1,400, based on the market price of $0.01
per share of our shares on the date the transaction was completed, along with a convertible note payable in the amount of $125,000
with a 6% cumulative interest rate, due and payable in 3 years, with the right to convert into 6,250,000 shares of our commons
stock at $0.02 per share. The lease acquired has not been in operation since 2011 and we have been advised that we will need to
spend approximately $75,000 to $100,000 to get the well back into production.
Effective September 30, 2015, the Company
and Emporium Group cancelled the above agreement. Under the terms of the cancelation, Emporium Group took back all assets and liabilities
in exchange for canceling the note payable and associated interest. The Emporium Group retained the 140,000 shares of the Company’s
common stock. At this time, the price of oil does not make the well economically viable and we do not have the funds to get the
well back in production.
Competition
We operate
in a highly competitive environment, competing with major integrated and independent energy companies for desirable oil and natural
gas properties as well as for the equipment, labor and materials required to develop and operate those properties. Many of our
competitors have longer operating histories and substantially greater financial and other resources. Many of these companies not
only explore for and produce crude oil and natural gas, but also carry on refining operations and market petroleum and other products
on a worldwide basis. Our larger competitors, by reason of their size and relative financial strength, can more easily access
capital markets than we can and may enjoy a competitive advantage, whereas we may incur higher costs or be unable to acquire and
develop desirable properties at costs we consider reasonable because of this competition. Larger competitors may be able to absorb
the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced
prices of gas and oil more easily. Our competitors may also be able to pay more for productive oil and natural gas properties
and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than we can. Our ability
to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select
suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment.
Competitive conditions may be substantially
affected by various forms of energy legislation and/or regulation considered from time to time by the government of Canada and
other countries as well as other factors beyond our control, including international political stability, overall levels of supply
and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.
Intellectual Property
We have no material intellectual property.
Government Regulation
Exploration
and Production. Our operations are subject to Canadian federal and provincial governmental regulations. Such regulations
include: requiring approval and licenses for the drilling of wells, regulating the location of wells and the method and ability
to produce the wells, surface usage and the restoration of land upon which wells have been drilled, the plugging and abandoning
of wells and the transportation of production from our wells. Our operations are also subject to various conservation regulations,
including the regulation of in-situ recovery processes, the size of spacing units, the number of wells which may be drilled in
a unit, the unitization or pooling of oil and gas properties, the rate of production allowable from oil and gas wells and the ability
to produce oil and gas.
The North
American Free Trade Agreement. The North American Free Trade Agreement (“NAFTA”) grants Canada the freedom
to determine whether exports to the United States or Mexico will be allowed. In making this determination, Canada must ensure that
export restrictions do not (i) reduce the proportion of energy exported relative to the supply of the energy resource; (ii) impose
an export price higher than the domestic price; or (iii) disrupt normal channels of supply. All parties to NAFTA are also prohibited
from imposing minimum export or import price requirements.
Investment
Canada Act. The Investment Canada Act of 1985, as amended, requires notification and/or review by the government
of Canada in certain cases, including but not limited to, the acquisition of control of a Canadian Business by a non-Canadian.
In certain circumstances, the acquisition of a working interest in a property that contains recoverable reserves will be treated
as the acquisition of an interest in a “business” and may be subject to either notification or review, depending on
the size of the interest being acquired and the asset size of the business.
Crown Royalties
and Incentives. The governments of each province and the federal government of Canada have enacted legislation and regulations
governing land tenure, royalties, production rates and taxes, environmental protection and other matters under their respective
jurisdictions. The royalty regime is a significant factor in the profitability of oil and natural gas production. Royalties payable
on production from lands other than Crown lands are determined by negotiations between the parties. Crown royalties are determined
by provincial and federal government regulation and are generally calculated as a percentage of the value of the gross production
with the royalty rate dependent in part upon prescribed reference prices, well productivity, geographical location, field discovery
date and the type and quality of the petroleum product produced. From time to time, the governments of Canada and Alberta have
established incentive programs such as royalty rate reductions, royalty holidays, tax credits and drilling royalty credits. These
incentives are for the purpose of encouraging oil and natural gas exploration or enhanced recovery projects. These incentives generally
increase cash flow.
Research and Development
We had no material scientific research
and development costs for the fiscal years ended September 30, 2015 and 2014.
Environmental Laws and Regulations
The oil and natural gas industry is
subject to environmental laws and regulations pursuant to Canadian local, provincial and federal legislation. Environmental legislation
provides for restrictions and prohibitions on releases or emissions of various substances produced or utilized in association with
certain oil and gas industry operations. In addition, legislation requires that well and facility sites be monitored, abandoned
and reclaimed to the satisfaction of provincial authorities. A breach of such legislation may result in the imposition of fines
and penalties. Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental
and property damages as well as administrative, civil and criminal penalties. Accordingly, we could be liable or could be required
to cease production on properties if environmental damage occurs. The costs of complying with environmental laws and regulations
in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that result
in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any
of which could have a material adverse effect on our financial condition or results of operations. We do not maintain commercial
property and general liability insurance coverage on the properties we operate. We also do not maintain operators extra expense
insurance which provides coverage for well control incidents specifically relating to regaining control of a well, seepage, pollution,
clean-up and containment. No coverage is maintained with respect to any fine or penalty required to be paid due to a violation
of the regulations set out by the federal and provincial regulatory authorities. We are committed to meeting our responsibilities
to protect the environment and anticipate making increased expenditures of both a capital and expense nature as a result of the
increasingly stringent laws relating to the protection of the environment.
On June 18, 2009, the government of
Canada passed an Environmental Enforcement Act (the “EEA”). The EEA was created to strengthen and amend nine existing
statutes that relate to the environment and to enact provisions in respect of the enforcement of certain statutes that relate to
the environment. The EEA amended various enforcement, offence, penalty and sentencing provisions to discourage offences under the
EEA by setting minimum and maximum fines, in particular for serious offences. The EEA also provided enforcement officers new powers
to investigate cases and grants courts new sentencing authorities that ensure penalties reflect the seriousness of the pollution
and wildlife offences. The EEA also expands the authority to deal with environmental offenders by: (i) specifying aggravating factors
such as causing damage to wildlife or wildlife habitat, or causing damage that is extensive, persistent or irreparable; (ii) providing
fine ranges that are higher for corporate offenders than for individuals; (iii) doubling fine ranges for repeat offenders; (iv)
authorizing the suspension and cancellation of licenses, permits or other authorizations upon conviction; (v) requiring corporate
offenders to report convictions to shareholders; and (vi) mandating the reporting of corporate offences on a public registry.
Employees
At September 30, 2015, the Company had
no full time employees.
Property
Our executive offices are located at
9500 W. Flamingo Rd. Suite 205, Las Vegas, NV 89147. The space is approximately 150 square feet and is provided by a shareholder
at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional
space in the future, if needed, on commercially reasonable terms.
Litigation
We were not subject to any legal proceedings
during the twelve month periods ended September 30, 2015 or 2014, and no legal proceedings are currently pending or threatened
to the best of our knowledge.
Employees
At September 30, 2015, the Company had
no full time employees.
ITEM 1A. RISK FACTORS
An investment in the Company is highly
speculative in nature and involves an extremely high degree of risk. If any of the following risk were to occur, then our business,
financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market
price of our common stock, if any, could decline, and investors may lose all or part of their investment.
Risks Related to the Business
Pacific Oil Company has virtually
no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there
is substantial doubt about our ability to continue as a going concern.
Pacific Oil Company is an early stage
company and has virtually no financial resources. We had a cash balance of $248 as of September 30, 2015. We have working capital
deficit of $88,641 and accumulated deficit of $791,309 at September 30, 2015. Our independent registered auditors included an explanatory
paragraph in their opinion on our financial statements as of and for the period ended September 30, 2015 that states that Company
losses from operations raise substantial doubt about its ability to continue as a going concern. We may seek additional financing.
The financing sought may be in the form of equity or debt financing from various sources as yet unidentified. No assurances can
be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.
Our current resources and source of
funds, which primarily consist of officer debt are not sufficient to keep our business operations functioning for the next three
months. We do not have a formal agreement with our president and chief executive officer to fund the Company’s working capital
needs; however our president and chief executive officer’s current plan is to do the majority of the work on his own without
cash compensation while he seeks other sources of funding. We have not generated any revenues from our business, and our expenses
will be accrued and deferred until sufficient financing is obtained or our president and chief executive officer or others who
know our president and chief executive officer loans the necessary funds to pay for these expenses. No assurances can be given
that we will be able to receive funds from our president and chief executive officer or others to continue our operations beyond
a month-to-month basis.
Pacific Oil Company is and will
continue to be completely dependent on the services of our president and chief executive officer, Anthony Sarvucci, the loss of
whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants
to further implement our strategy.
Pacific Oil Company’s operations
and business strategy are completely dependent upon the knowledge and business connections of Mr. Sarvucci our president and chief
executive officer. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason
or becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will
likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop
our business along the lines described in this filing. We will likely fail without the services of Mr. Sarvucci or an appropriate
replacement(s).
We intend to acquire key-man life insurance
on the life of Mr. Sarvucci naming us as the beneficiary when and if we obtain the resources to do so and if he is insurable. We
have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly,
it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.
Mr. Sarvucci’s current employment
does not limit or restrict him from being involved with our Company, and his employment allows him the flexibility to provide at
least 10 hours per week to our Company.
Because we have only recently
commenced business operations, we face a high risk of business failure.
The Company started its current line
of business in May 2015. All of our efforts to date have related to developing our business plan and beginning business activities.
Through September 30, 2015, we had no operating revenues. We face a high risk of business failure. The likelihood of the success
of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with
the establishment and expansion of new businesses and the competitive environment in which the Company will operate. There can
be no assurance that future revenues will occur or be significant enough or that we will be able to sell its products and services
at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited
to both initial and continued market acceptance of the Company’s website and the successful implementation of its planned
growth strategy. The cost to develop our business plan as currently outlined may be in excess of $250,000. We will need additional
funds to market our website. If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood
of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the
Company’s growth.
We will face competition from
companies with significantly greater resources and name recognition.
The markets in which the Company will
operate are characterized by intense competition from several types of solution and technical service providers. The Company expects
to face further competition from new market entrants and possible alliances among competitors in the future as the convergence
of information processing and telecommunications continues. Many of the Company's current and potential competitors have significantly
greater financial, technical, marketing and other resources than the Company. As a result, they may be better able to respond or
adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing
and sales of their services than the Company. There can be no assurance that the Company will be able to compete successfully.
In addition, the Company will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive
products. Many actual and potential competitors we believe are part of much larger companies with substantially greater financial,
marketing and other resources than the Company, and there can be no assurance that the Company will be able to compete effectively
against any of its future competitors.
There are significant potential
conflicts of interest.
Our personnel will be required to commit
substantial time to our affairs and, accordingly, these individual(s) (particularly our president and chief executive officer)
may have conflicts of interest in allocating management time among various business activities. In the course of other business
activities, certain key personnel (particularly our president and chief executive officer) may become aware of business opportunities
which may be appropriate for presentation to us, as well as other entities with which they are affiliated. As such, there may be
conflicts of interest in determining to which entity a particular business opportunity should be presented.
We cannot provide assurances that our
efforts to eliminate the potential impact of conflicts of interest will be effective.
We are subject to the periodic
reporting requirements of Section 15(d) of the Exchange Act that will require us to incur audit fees and legal fees in connection
with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We are required to file periodic reports
with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements,
our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our
financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such
reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors
such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time
and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs
will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements
and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley
Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed,
investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever
develops, could drop significantly.
Our internal controls may be inadequate,
which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing
and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control
over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial
officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and |
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. |
Our internal controls may be inadequate
or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the
public. Investors relying upon this misinformation may make an uninformed investment decision.
The costs
of being a public company could result in us being unable to continue as a going concern.
As a public company, we will have to
comply with numerous financial reporting and legal requirements, including those pertaining to audits, quarterly reporting and
internal controls. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy
many of these costs through the issuance of our shares, we may be unable to satisfy these costs through the normal course of business
which would result in our being unable to continue as a going concern.
Having only one director limits
our ability to establish effective independent corporate governance procedures and increases the control of our president and chief
executive officer.
We have only one director who also serves
as our president and chief executive officer. Accordingly, we cannot establish board committees comprised of independent members
to oversee functions like compensation or audit issues. In addition, currently a vote of board members is decided in favor of the
chairman (who is our president, and chief executive officer), which gives him complete control over all corporate issues.
Until we have a larger board of directors
that would include some independent members, if ever, there will be limited oversight of our president and chief executive officer’s
decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even
if they are not in the best interests of minority shareholders.
Risks Related to Our Industry
Crude oil and natural gas prices
are volatile. A substantial or sustained decline in prices could adversely affect our financial position, financial results,
cash flows and access to capital.
Our revenues and operating results depend
primarily upon the prices we receive for the crude oil and natural gas we produce and sell. Prices also affect the amount
of cash flow available for capital expenditures and our ability to borrow money or raise additional capital. Historically,
the markets for crude oil and natural gas have been volatile and they are likely to continue to be volatile. The prices we
receive for our crude oil and natural gas are based upon factors that are beyond our control, including:
- worldwide
and domestic demands and supplies of oil and natural gas;
- weather
conditions;
- the
price and availability of alternative fuels;
- the
availability of pipeline capacity;
- the
price and level of foreign imports;
- domestic
and foreign governmental regulations and taxes;
- the
ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;
- political
instability or armed conflict in oil-producing regions; and
- the
overall economic environment.
These factors and the volatility of
the energy markets make it extremely difficult to predict future crude oil and natural gas price movements with any certainty.
Declines in crude oil and natural gas prices would not only reduce revenue, but could reduce the amount of oil and natural gas
that we can produce economically and, as a result, could have a material adverse effect on our financial condition, results of
operations and reserves.
Government regulation may adversely
affect our business and results of operations.
Oil and natural gas operations are subject
to various and numerous federal, state and local government regulations, which may be changed from time to time. Matters
subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, spacing
of wells, injection of substances, unitization and pooling of properties and taxation. From time to time, regulatory agencies
have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas wells below actual
production capacity in order to conserve supplies of oil and natural gas. Certain federal, state and local laws and regulations
applicable to the development, production, handling, storage, transportation and disposal of oil and natural gas, by-products thereof
and other substances and materials produced or used in connection with oil and natural gas operations, exist for the purpose of
protecting the human health and the environment. The transportation and storage of refined products include the risk that
refined products and other hydrocarbons may be suddenly or gradually released into the environment, potentially causing substantial
expenditures for a response action, significant government penalties, liability to government agencies and private parties for
natural resources damages, personal injury, or property damages and significant business interruption. We own or lease a
number of properties that have been used to store or distribute refined and unrefined products for many years. Many of these
properties have also been operated by third parties whose handling, disposal, or release of hydrocarbons and other wastes were
not under our control. As a result, we may incur substantial expenditures and/or liabilities to third parties or governmental
entities which could have a material adverse effect on us.
The oil and natural gas industry
is capital intensive, and we will likely be unable to raise the capital needed to conduct our operations as planned or to make
strategic acquisitions.
The oil and natural gas industry is
capital intensive. We may make substantial capital expenditures for the acquisition of, exploration for and development of,
crude oil and natural gas reserves. Due to our current liquidity constraints, it is unlikely that we will make any acquisitions
of oil and gas properties and related assets or entities owning such assets for the foreseeable future. Our cash flow from operations
and access to capital are subject to a number of variables, including:
- our
proved reserves;
- the
level of oil and natural gas we are able to produce from existing wells;
- the
prices at which oil and natural gas are sold; and
- our
ability to acquire, locate and produce new reserves.
Any one of these variables can materially
affect our ability to access the capital markets.
Any prolonged, substantial reduction
in the demand for oil and gas, or distribution problems in meeting this demand, could adversely affect our business.
Our success is materially dependent
upon the demand for oil and gas. The availability of a ready market for our oil and gas production depends on a number of
factors beyond our control, including the demand for and supply of oil and gas, the availability of alternative energy sources,
the proximity of reserves to, and the capacity of, oil and gas gathering systems, pipelines or trucking and terminal facilities.
We may also have to shut-in some of our wells temporarily due to a lack of market or adverse weather conditions. If the demand
for oil and gas diminishes, our financial results would be negatively impacted.
In addition, there are limitations related
to the methods of transportation for our production. Substantially all of our oil and gas production may be transported by
pipelines and trucks owned by third parties. The inability or unwillingness of these parties to provide transportation services
to us for a reasonable fee could result in us having to find transportation alternatives, increased transportation costs or involuntary
curtailment of a significant portion of our oil and gas production, any of which could have a negative impact on our results of
operation and cash flows.
Environmental liabilities could
adversely affect our financial condition.
The oil and gas business is subject
to environmental hazards, such as oil spills, gas leaks and ruptures and discharges of petroleum products and hazardous substances,
and historic disposal activities. These environmental hazards could expose us to material liabilities for property damages,
personal injuries or other environmental harm, including costs of investigating and remediating contaminated properties.
A variety of stringent federal, state and local laws and regulations govern the environmental aspects of our business and impose
strict requirements for, among other things:
- well drilling or workover,
operation and abandonment;
- waste management;
- land reclamation; and
- controlling air, water and
waste emissions.
Any noncompliance with these laws and
regulations could subject us to material administrative, civil or criminal penalties or other liabilities. Additionally,
our compliance with these laws may, from time to time, result in increased costs of production, development or exploration, or
decreased production, and may affect our costs of acquisitions.
Our liability for environmental hazards
includes those created either by the previous owners of properties that we purchase or lease or by acquired companies prior to
the date we acquire them. We do not maintain insurance against the risks described above.
Our business involves many operating
risks, which may result in substantial losses, and insurance may be unavailable or inadequate to protect us against these risks.
Our operations are subject to hazards
and risks inherent in drilling for, producing and transporting oil and natural gas, such as:
| · | pressure forcing oil
or natural gas out of the wellbore at a dangerous velocity coupled with the potential for fire or explosion; |
| · | failure of oilfield drilling
and service tools; |
| · | changes in underground
pressure in a formation that causes the surface to collapse or crater; |
| · | pipeline ruptures or
cement failures; |
| · | environmental hazards
such as natural gas leaks, oil spills and discharges of toxic gases; and |
| · | availability of needed
equipment at acceptable prices, including steel tubular products. |
| · | Any of these risks can
cause substantial losses resulting from: |
| · | damage to and destruction
of property, natural resources and equipment; |
| · | pollution and other environmental
damage; |
| · | regulatory investigations
and penalties; |
| · | suspension of our operations;
and |
| · | repair and remediation
costs. |
Risks Related to Our Common Stock
We are currently not considered
a "shell company", however if we are deemed a shell due to the lack of substantial assets we will be subject to
more stringent reporting requirements.
The Securities and Exchange Commission
("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as
a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash
equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Our balance sheet reflects
that we some tangible asset and, therefore, we believe we are not defined as a shell company. If we were defined as a
shell company, the new rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation
plans. Additionally, the new rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion
of a transaction that causes it to cease being a shell company. If an acquisition is undertaken (of which we have no
current intention of doing), we must file a current report on Form 8-K containing the information required pursuant to Regulation
S-K within four business days following completion of the transaction together with financial information of the acquired entity.
In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form
10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because
we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease
being a shell company. The SEC adopted a new Rule 144 effective February 15, 2008, which makes resales of restricted
securities by shareholders of a shell company more difficult.
Shareholders may be diluted significantly
through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.
We have no committed source of financing.
Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority,
without action or vote of the shareholders, to issue all or part of the authorized (300,000,000) shares but unissued (299,559,051)
shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our
common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders,
further dilute common stock book value, and that dilution may be material.
The interests of shareholders
may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such
issuances serving to enhance existing management’s ability to maintain control of our company.
Our board of directors has authority,
without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may
be issued to parties or entities committed to supporting existing management and the interests of existing management which may
not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance
existing management’s ability to maintain control of our company.
Currently, there can be no assurances
that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it
is likely to be subject to significant price fluctuations.
There can be no assurances as to whether
|
(i) |
any market for our shares will develop; |
|
(ii) |
the prices at which our common stock will trade; or |
|
(iii) |
the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. |
Our common stock is unlikely to be followed
by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors
could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an
orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices
for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity
of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred
to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances
can be given that an orderly or liquid market will ever develop for the shares of our common stock.
Because of the anticipated low price
of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities.
Any market that develops in shares
of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create
a lack of liquidity and make trading difficult or impossible.
The trading of our securities, if any,
will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor
may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
Rule 3a51-1 of the Exchange Act establishes
the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of
less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which
are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future.
This classification severely and adversely affects any market liquidity for our common stock.
For any transaction involving a penny
stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny
stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker
or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination
that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which,
in highlight form, sets forth:
|
- |
the basis on which the broker or dealer made the suitability determination, and |
|
- |
that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Disclosure also has to be made about
the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers
may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares
in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional
sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly
traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities.
Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will,
in all likelihood, find it difficult to sell their securities.
The market for penny stocks has
experienced numerous frauds and abuses that could adversely impact investors in our stock.
Company management believes that the
market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
|
- |
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|
- |
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|
- |
"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons; |
|
- |
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|
- |
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
Any trading market that may develop
may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual
state laws. These restrictions may make it difficult or impossible to sell shares in those states.
There is currently no established public
market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future.
Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various
states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state
laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered
for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the
ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary
trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17
states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered
to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders.
Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State
Securities-Blue Sky Laws.”
Our board of directors (consisting
of one person, our president and chief executive officer) has the authority, without stockholder approval, to issue preferred stock
with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power
and perpetuate their control over us.
Our articles of incorporation allow
us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority
to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue
preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors
could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon
liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right
to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
The ability of our president,
and chief executive officer to control our business may limit or eliminate minority shareholders’ ability to influence corporate
affairs.
Our president, and chief executive officer,
Mr. Sarvucci beneficially owns an aggregate of 83.28% of our outstanding common stock assuming the sale of all shares being registered.
Because of their beneficial stock ownership, our president, and chief executive officer will be in a position to continue to elect
our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our president,
and chief executive officer may differ from the interests of other shareholders with respect to the issuance of shares, business
transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders
would have no way of overriding decisions made by our president and chief executive officer. This level of control may also have
an adverse impact on the market value of our shares because our president and chief executive officer may institute or undertake
transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial
community and/or may sell sufficient numbers of shares to significantly decrease our price per share.
We do not expect to pay cash dividends
in the foreseeable future.
We have never paid cash dividends on
our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future
payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors
that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your
investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
Because we are not subject to
compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection
against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well
as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result
of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed
to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges
or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and
because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required,
we have not yet adopted these measures.
Because none of our directors (currently
one person) are independent directors, we do not currently have independent audit or compensation committees. As a result, these
directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate
governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may
leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar
matters and investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate
governance measures relating to director independence as and when required. However, we may find it very difficult or be unable
to attract and retain qualified officers, directors and members of board committees required to provide for our effective management
as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and
regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased
personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these
roles.
You may have limited access to
information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended
under certain circumstances.
We are subject to certain informational
requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material
events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year
that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d)
of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have
no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer
be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted.
After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders
as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders
and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities
to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million
in assets. This means that access to information regarding our business and operations will be limited. However, we plan to voluntarily
continue reporting in the absence of an SEC reporting obligation.
We are an emerging growth company
within the meaning of the Securities Act, and as a consequence of taking advantage of certain exemptions from reporting requirements
that are available to emerging growth companies, our financial statements may not be comparable to companies that comply with public
company effective dates.
We are an emerging growth company as
defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Section 107
of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the
extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption
of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not
be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
For all of the foregoing reasons
and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree
of risk.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Our executive offices are located at
9500 W. Flamingo Rd. Suite 205, Las Vegas, NV 89147. The space is approximately 150 square feet and is provided by a shareholder
at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional
space in the future, if needed, on commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS
We were not subject to any legal proceedings
during the twelve month periods ended September 30, 2015 or 2014, and no legal proceedings are currently pending or threatened
to the best of our knowledge.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
PART II
ITEM 5. MARKET FOR OUR COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Market Information. Our Common Stock is trading on
the OTC Markets: OTCPink under the symbol “POIL”. The following table sets forth the high and low per share sales prices
for our common stock for each of the quarters as reported by the OTC Markets.
|
|
High |
|
|
Low |
|
|
|
|
|
|
|
|
Fiscal September 30, 2014 |
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
60,000 |
|
|
$ |
1,000 |
|
Second Quarter |
|
$ |
1,000 |
|
|
$ |
60.02 |
|
Third Quarter |
|
$ |
74.00 |
|
|
$ |
14.00 |
|
Fourth Quarter |
|
$ |
17.00 |
|
|
$ |
2.20 |
|
Fiscal September 30, 2015 |
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
3.00 |
|
|
$ |
0.62 |
|
Second Quarter |
|
$ |
1.32 |
|
|
$ |
0.05 |
|
Third Quarter |
|
$ |
1.49 |
|
|
$ |
0.01 |
|
Fourth Quarter |
|
$ |
0.30 |
|
|
$ |
0.01 |
|
As of December 29, 2015, our share price
is $0.0326.
(b)
Holders. As of September 30, 2015, there were 7 record
holders of all of our issued and outstanding shares of Common Stock. Our transfer agent is Pacific Stock Transfer in Las Vegas,
Nevada.
(c)
Dividend Policy. The Company has not declared or
paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital
requirements and financial condition and such other factors as the Board of Directors may consider.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, as defined
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required
to provide the information required by this item.
ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in this report
and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases,
presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," and "should,"
and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results
may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include,
among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services.
The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which
may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Company Overview
Pacific Oil Company (the “Company”)
was originally incorporated in Nevada on December 5, 2005 (“inception’) as Kat Racing, Inc. On January 4, 2013, the
Articles of Incorporation of the Company were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On
July 26, 2013, the Company’s Articles of Incorporation were amended to change the name of the registrant to Pacific Oil Company.
From the Company’s inception until
the Company’s transition into the oil and natural gas business in early 2013, Kat Racing’s business plan was to design,
manufacture, market, sell and distribute custom off-road racing and recreational vehicles and provide marketing and lead services.
Kat Racing never generated any revenue from this proposed business plan.
As the market for high end off road
vehicles suffered due to the downturn in the economy, Kat Racing sought to arrange the purchase of certain oil and gas properties
which were owned by Prairie West Oil and Gas Ltd., a Canadian company, through a share exchange. Pursuant to this transaction,
the Company changed its name from Kat Racing to Prairie West Oil and Gas Ltd. This transaction was never completed. When it was
determined the acquisition would not be completed, the Company did not want to continue with the Prairie West name and changed
its name to Pacific Oil Company.
On October 1, 2013, the Company issued
a newly appointed officer and director 190,500 shares of common stock of the Company to retain his services to attempt to secure
certain assets the Company needs to launch its oil and gas operations.
On May 6, 2015, the Company entered
into a purchase and sale agreement with the Emporium Group to purchase certain rights, title, estate, and interest in the unproved
petroleum and natural gas rights, together with certain tangible assets and liabilities, on a 40-acre site located in Saskatchewan,
Canada. The purchase consideration for this transaction was part stock and part debt. The Company issued to Emporium Group 140,000
shares of its common stock, valued at $1,400, based on the market price of $0.01 per share of our shares on the date the transaction
was completed, along with a convertible note payable in the amount of $125,000 with a 6% cumulative interest rate, due and payable
in 3 years, with the right to convert into 6,250,000 shares of our commons stock at $0.02 per share. The lease acquired has not
been in operation since 2011 and we have been advised that we will need to spend approximately $75,000 to $100,000 to get the well
back into production.
Effective September 30, 2015, the Company
and Emporium Group cancelled the above agreement. Under the terms of the cancelation, Emporium Group took back all assets and liabilities
in exchange for canceling the note payable and associated interest. The Emporium Group retained the 140,000 shares of the Company’s
common stock. At this time, the price of oil does not make the well economically viable and we do not have the funds to get the
well back in production.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance
sheet arrangements.
(ii) RESULTS OF OPERATIONS
Revenue
We recognized no revenue during the
twelve months ended September 30, 2015 and 2014, as we had no revenue generating activities during these periods.
General and Administrative
During the twelve months ended September
30, 2015, we incurred $8,262 in general and administrative expenses compared to $5,494 during the twelve months ended September
30, 2014. General and administrative expenses consist of fees charged for EDGAR services, office supplies, bank charges, among
other items.
Stock Compensation Expense
On September 30, 2015, we unwound
the Emporium transaction. The seller retained these shares per the agreement. We recognized an expense of $42,000 associated with
this transaction. On October 9, 2013, the Company issued 190,500 shares of its common stock to the President and CEO of the
Company. The shares were valued at the amount determined by a valuation expert at $0.0088 per share, or $335,280.
Professional Fees
During the twelve months ended September
30, 2015, we incurred professional fees of $10,920 compared to $19,410 during the twelve months ended September 30, 2014. Professional
fees include primarily transfer agent fees, accounting and legal. During the twelve months ended September 30, 2014, there were
fees paid to a valuation expert of $7,500. The decrease in fiscal 2015 as compared to fiscal 2014 is due to lack of activity in
fiscal 2015.
Interest Expense
Interest expense for the years ended
September 30, 2015 and 2014 were $0 and $3,866, respectively.
Interest was being imputed on the related
party advances payable but the holders of the debt have agreed to waive interest charges on an ongoing basis.
Gain on Debt Conversion
During the first quarter of fiscal 2014,
the Company issued 23,241 shares of its common stock in satisfaction of this amount due. The shares were valued at the amount determined
by a valuation expert at $0.0088 per share. Accordingly, the value of the shares was $205 and the Company recognized a gain of
$16,314 on the settlement of these accounts payable.
Net Loss
The Company incurred a net loss of $61,182
for the year ended September 30, 2015, as compared to a net loss of $345,557 for fiscal 2014 due to the factors discussed above.
The Company has earned no revenue or
profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future.
We expect that our operating expenses
will increase as we are able to raise capital and further our business operations.
Despite our expectation of increased
revenues, we believe that we will operate at a net loss for 2016 as we increase our operating expenses in an attempt to further
implement our business plan.
Liquidity and Capital Resources
The Company's financial statements are
prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until
it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
During the period from December 5, 2005
(date of inception) through September 30, 2015, the Company has incurred an accumulated net loss of $791,309 and has not attained
profitable operations. The Company is dependent upon obtaining adequate financing to enable it to pursue its business plan and
manage its operations so that they are profitable.
As of September 30, 2015, the Company
had cash of $248 compared to cash of $87 as September 30, 2014.
The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely
affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company
will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company,
or to engage in any significant research and development, or purchase plant or significant equipment.
Operating activities
Net cash used in operating activities
for the years ended September 30, 2015 and 2014 was $17,539 and $24,148, respectively. Cash was used to pay general and administrative
expenses and professional fees.
Investing activities
The Company used zero cash for investing
activities during fiscal 2015 and 2014.
Financing activities
During the years ended September 30,
2015 and 2014, the Company had net cash provided by financing activities of $17,700 and $23,415, consisting of amounts advanced by related
parties to pay operating expenses.
Management has been successful in raising
sufficient funds to cover the Company’s immediate expenses including the cost of auditing and filing required documents for
2015.
The Company as a whole may continue
to operate at a loss for an indeterminate period provided it can continue for fund these losses through new debt or equity funding.
In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However,
it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all. Accordingly, there
can be no assurance that any additional funds will be available on terms acceptable to the Company or at all.
The Company currently needs financing
in the amount of approximately $250,000 for the next twelve months. The funds will be used for operating expenses, general administrative,
marketing and payroll.
Commitments
The Company does not have any financial
commitments as of September 30, 2015.
Off-Balance Sheet Arrangements
As of September 30, 2015, the Company
has no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under
a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined
in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
See the index to the Financial Statements
below, beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. The Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Company’s
internal control over financial reporting as of September 30, 2015 using the criteria established in “ Internal Control -
Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency,
or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that
a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2015, the Company
determined that there were control deficiencies that constituted material weaknesses, as described below.
We do not have an Audit Committee –
While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including
a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently
the Board of Directors acts in the capacity of the Audit Committee, and includes one member that is considered to be independent
of management to provide the necessary oversight over management’s activities.
| 1. | We did not maintain appropriate cash controls – As of September
30, 2015, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including
failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.
Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their
bank accounts. |
| 2. | We did not implement appropriate information technology controls
– As at September 30, 2015, the Company retains copies of all financial data and material agreements; however there is no
formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement,
or loss due to unmitigated factors. |
Accordingly, the Company concluded that
these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses
described above, management has concluded that the Company did not maintain effective internal control over financial reporting
as of September 30, 2015 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Changes in Internal Control over
Financial Reporting
There has been no change in our internal
control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal
control over financial reporting as of September 30, 2015, that occurred during our fourth fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include
an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth information concerning our
officers and directors as of September 30, 2015:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
|
Period of Service(1) |
Anthony Sarvucci |
|
44 |
|
CEO, CFO, President, Director |
|
Since January 2013 |
Danielle Slaughter |
|
51 |
|
Secretary and Treasurer, |
|
Since April 2015* |
Notes:
(1)
A Director will
hold office until the next annual meeting of the stockholders. At the present time, Officers are appointed by the Board of Directors
and will hold office until he or she resigns or is removed from office. The maximum number of directors we are authorized to have
is at the discretion of the Board of Directors. However, in no event may we have less than one director. Although we anticipate
appointing additional directors, we have not identified any such person(s).
Background of Directors, Executive
Officers, Promoters and Control Persons
Anthony Sarvucci – Director,
Chief Executive Officer, Chief Financial Officer and President
Anthony currently serves as the Company's
president and is a member of the board of directors. During the period from 2004 to present, Anthony has been a consultant to companies
seeking financing.
Danielle Slaughter − Secretary
and Treasurer
Danielle Slaughter has an extensive
knowledge in business including management, marketing, sales and accounting. She has held numerous positions with job duties
including research for an asset management firm specializing in government contracts, sales manager for mortgage broker firm, finance
director for an auto dealership and executive assistant for a CEO.
Compensation and Audit Committees
As we only have one board member and
given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has
determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of
Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of
Directors.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act requires
our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively,
the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these
reports are also required to be supplied to us. To our knowledge, during the fiscal year ended September 30, 2015 the Reporting
Persons did not comply with applicable Section 16(a) reporting requirements. Specifically, Anthony Sarvucci and Emporium Group,
owner of approximately 74.98% of our Common Stock, failed to file all such reports.
Code of Ethics
We have not adopted a Code of Ethics
given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt
a Code of Ethics.
ITEM 11. EXECUTIVE COMPENSATION
Anthony Sarvucci is our Chief Executive
Officer, Chief Financial Officer and a Director. Danielle Slaughter is our Secretary and Treasurer. They do not receive any cash
compensation for their services rendered on our behalf. Neither received any compensation during the years ended September 30,
2015 or 2014. No officer or director is required to make any specific amount or percentage of his business time available to us.
Director Compensation
We do not currently pay any cash fees
to our directors, nor do we pay director’s expenses in attending board meetings.
Employment Agreements
We are not a party to any employment
agreements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain
information as of September 30, 2015 regarding the number and percentage of our Common Stock (being our only voting securities)
beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3)
of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.
|
|
|
|
|
|
|
Class |
|
Name & Address of Certain Beneficial Owners |
|
Amount of Beneficial Ownership |
|
Percent of Class |
|
|
|
|
|
|
|
Common |
|
Emporium Group |
|
140,000 |
|
31.75% |
|
|
9500 W. Flamingo Rd. Suite 205 Las Vegas, NV 89147 |
|
|
|
|
|
|
|
|
|
|
|
Common |
|
Anthony Sarvucci |
|
190,615 |
|
43.23% |
|
|
9500 W. Flamingo Rd. Suite 205 |
|
|
|
|
|
|
Las Vegas, NV 89147 |
|
|
|
|
|
|
|
|
|
|
|
Common |
|
Danielle Slaughter |
|
0 |
|
0.00% |
|
|
9500 W. Flamingo Rd. Suite 205 |
|
|
|
|
|
|
Las Vegas, NV 89147 |
|
|
|
|
|
|
|
|
|
|
|
Common |
|
Officers and Directors as a Group (2 persons) |
|
190,615 |
|
43.23% |
Unless otherwise indicated, we have
been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth
opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any
shares which such person has the right to acquire within 60 days of September 30, 2015 are deemed to be outstanding, but those
shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder. We
currently do not maintain any equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Our Board of Directors consists solely
of Anthony Sarvucci. Mr. Sarvucci is not independent as such term is defined by a national securities exchange or an inter-dealer
quotation system.
Various related party transactions are
reported throughout the notes to our financial statements and should be considered incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES
On October 26, 2015, Cutler
& Co., LLC (“Cutler”) resigned as our independent registered public accounting firm.
The reports of Cutler on our financial
statements for the fiscal years ended September 30, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion and
were not modified as to uncertainty, audit scope, or accounting principles, except the report did contain an explanatory paragraph
related to our ability to continue as a going concern. During the fiscal years ended September 30, 2014 and 2013, and the subsequent
period through the date of this report, there were (i) no disagreements with Cutler on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cutler
would have caused Cutler to make reference to the subject matter of the disagreements in connection with its report, and (ii) no
“reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
On December 2, 2015, we engaged TAAD,
LLP (“TAAD”) our new independent registered public accounting firm. The appointment of TAAD was approved by our Board
of Directors. During the fiscal year ended September 30, 2015, we did not consult with TAAD on (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's
financial statements, and TAAD did not provide either a written report or oral advice to the Company that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject
of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within
the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Audit Fees
The aggregate fees billed by Cutler
& Co., LLC for professional services rendered for the audit of our annual financial statements and review of financial statements
included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory
filings were $8,050 and $6,000 for the fiscal years ended September 30, 2015 and 2014.
The aggregate fees billed by TAAD for
professional services rendered for the audit of our annual financial statements and review of financial statements included in
our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were
$0 for the fiscal years ended September 30, 2015 and 2014.
Audit Related Fees consist of fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial
statements and are not reported under "Audit Fees". There were no such fees.
Tax Fees consist of fees billed
for professional services for tax compliance, tax advice and tax planning. There were no such fees.
All Other Fees consist of fees
for products and services other than the services reported above. There were no management consulting services provided in fiscal
2015 or 2014.
Pre-Approval Policy
We currently do not have a designated
Audit Committee, and accordingly, our Board of Directors' policy is to pre-approve all audit and permissible non-audit services
provided by the independent auditors. These services may include audit services, audit-related services, tax services and other
services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or
category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically
report to the our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date. Our Board of Directors may also pre-approve particular services
on a case-by-case basis.
Our Board of Directors has considered
whether the provision of non-audit services is compatible with maintaining the principal accountant's independence.
PART IV
Item 15. Exhibits and Financial
Statement Schedules
(a) The following documents are filed
as part of this Report:
1.
Financial
Statements. The following financial statements and the report of our independent registered public accounting firm, are
filed herewith.
Report of Independent
Registered Public Accounting Firm (2015)
Report of Independent
Registered Public Accounting Firm (2014)
Balance Sheets
at September 30, 2015 and 2014
Statements of Operations
for the years ended September 30, 2015 and 2014
Statements of Changes
in Stockholders’ Deficiency for the years ended September 30, 2015 and 2014
Statements of Cash
Flows for the years ended September 30, 2015 and 2014
Notes to Financial
Statements
2.
Financial Statement
Schedules.
Schedules are omitted because the information
required is not applicable or the required information is shown in the financial statements or notes thereto.
3.
Exhibits Incorporated
by Reference or Filed with this Report.
|
|
|
Exhibit No. |
|
Description |
|
|
|
31.1 |
|
Chief Executive Officer & Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 * |
|
|
|
32.1 |
|
Chief Executive Officer & Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 .* |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Directors of Pacific Oil
Company:
We have audited the accompanying
balance sheet of Pacific Oil Company as of September 30, 2015, and the related statement of operations, changes in stockholder’s
deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits
include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion. Our audits include examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our audits also include assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Pacific Oil Company as of September
30, 2015 and the result of its operations and its cash flows for the year ended September 30, 2015 in conformity with U.S. generally
accepted accounting principles.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements
the Company has suffered losses and currently does not have sufficient available funding to fully implement its business plan.
These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which includes raising additional funds through financing. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ TAAD, LLP
Walnut, CA
December 29, 2015
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Directors of Pacific Oil
Company
9500 W. Flamingo Rd. Suite 205
Las Vegas, NV 89147
We have audited the accompanying
balance sheet of Pacific Oil Company as of September 30, 2014, and the related statement of operations, changes in stockholders’
equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Pacific Oil Company as of September 30, 2014
and the related statement of operations and cash flows for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements
the Company has yet to establish a business with sustainable profitability and currently does not have sufficient available funding
to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Wheat Ridge, Colorado
January 2, 2015
9605 West 49th Ave.
Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com
PACIFIC OIL COMPANY
(formerly Kat Racing, Inc. and Prairie
West Oil & Gas, Ltd.)
Balance Sheets
| |
| |
|
| |
September 30, | |
September 30, |
| |
2015 | |
2014 |
ASSETS | |
| |
|
| |
| |
|
CURRENT ASSETS | |
| |
|
Cash | |
$ | 248 | | |
$ | 87 | |
Total Current Assets | |
| 248 | | |
| 87 | |
| |
| | | |
| | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 248 | | |
$ | 87 | |
| |
| | | |
| | |
LIABILITIES AND
STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 3,344 | | |
$ | 1,702 | |
Advances payable | |
| 60,883 | | |
| 43,183 | |
Advances payable-related party | |
| 23,488 | | |
| 23,488 | |
Note payable | |
| 1,174 | | |
| 1,174 | |
Total Current Liabilities | |
| 88,889 | | |
| 69,546 | |
| |
| | | |
| | |
Total Liabilities | |
| 88,889 | | |
| 69,546 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Common stock: $0.001 par value; 300,000,000 shares authorized, 440,949 and 300,404 shares issued and outstanding, respectively* | |
| 301 | | |
| 301 | |
Additional paid-in capital | |
| 702,367 | | |
| 660,367 | |
Accumulated Deficit | |
| (791,309 | ) | |
| (730,127 | ) |
Total Stockholders' Deficit | |
| (88,641 | ) | |
| (69,459 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT | |
$ | 248 | | |
$ | 87 | |
The accompanying notes are an integral
part of these financial statements.
* On February 19, 2015, the board of
directors authorized a further reverse stock split of 1 for 200. All share amounts have been adjusted retroactively, and reflect
stock splits as if they had occurred at the beginning of all periods presented.
PACIFIC OIL COMPANY
(formerly Kat Racing, Inc. and Prairie
West Oil & Gas, Ltd.)
Statements of Operations
| |
| |
|
| |
For the Year Ended September 30, |
| |
2015 | |
2014 |
| |
| |
|
REVENUES | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | |
General and administrative | |
| 50,262 | | |
| 340,975 | |
Professional fees | |
| 10,920 | | |
| 19,410 | |
Total operating expenses | |
| 61,182 | | |
| 360,385 | |
| |
| | | |
| | |
OTHER INCOME (EXPENSE) | |
| | | |
| | |
Interest expense | |
| — | | |
| (3,866 | ) |
Change in fair value of derivative | |
| — | | |
| 2,380 | |
Gain on conversion of accounts payable | |
| — | | |
| 16,314 | |
Total other income (expense) | |
| — | | |
| 14,828 | |
| |
| | | |
| | |
NET LOSS | |
$ | (61,182 | ) | |
$ | (345,557 | ) |
| |
| | | |
| | |
BASIC AND DILUTED LOSS PER SHARE | |
$ | (0.20 | ) | |
$ | (1.18 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED* | |
| 300,949 | | |
| 292,977 | |
The accompanying notes are an integral
part of these financial statements.
* On February 19, 2015, the board of
directors authorized a further reverse stock split of 1 for 200. All share amounts have been adjusted retroactively, and reflect
stock splits as if they had occurred at the beginning of all periods presented.
PACIFIC OIL COMPANY
(formerly Kat Racing, Inc. and Prairie
West Oil & Gas, Ltd.)
Statements of Changes in Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In |
|
Accumulated |
|
Total Stockholders’ |
|
|
Shares* |
|
Amount |
|
Capital |
|
Deficiency |
|
Equity (Deficiency) |
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2013 (Restated) |
|
287 |
|
- |
|
130,808 |
|
(384,570) |
|
(253,762) |
|
|
|
|
|
|
|
|
|
|
|
Imputed interest on related party payable |
|
− |
|
− |
|
1,655 |
|
− |
|
1,655 |
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services |
|
190,500 |
|
191 |
|
335,089 |
|
− |
|
335,280 |
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for related party conversion of note payable |
|
109,500 |
|
109 |
|
192,611 |
|
− |
|
192,720 |
|
|
|
|
|
|
|
|
|
|
|
Settlement of accounts payable with shares |
|
116 |
|
- |
|
205 |
|
− |
|
205 |
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended September 30, 2014 |
|
− |
|
− |
|
− |
|
(345,557) |
|
(345,557) |
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2014 |
|
300,404 |
|
300 |
|
660,368 |
|
(730,127) |
|
(69,459) |
|
|
|
|
|
|
|
|
|
|
|
Reverse
stock split rounding 1 for 200 |
|
545 |
|
1 |
|
(1) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for compensation |
|
- |
|
- |
|
42,000 |
|
- |
|
42,000 |
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended September 30, 2015 |
|
− |
|
− |
|
− |
|
(61,182) |
|
(61,182) |
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2015 |
|
300,949 |
$ |
301 |
$ |
702,367 |
$ |
(791,309) |
$ |
(88,641) |
The accompanying notes are an integral
part of these financial statements.
* On February 19, 2015, the board of
directors authorized a further reverse stock split of 1 for 200. All share amounts have been adjusted retroactively, and reflect
stock splits as if they had occurred at the beginning of all periods presented.
PACIFIC OIL COMPANY
(formerly Kat Racing, Inc. and Prairie
West Oil & Gas, Ltd.)
Statements of Cash Flows
| |
| |
|
| |
For the Year Ended September 30, |
| |
2015 | |
2014 |
OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (61,182 | ) | |
$ | (413,041 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
Stock compensation | |
| 42,000 | | |
| 335,280 | |
Amortization of debt discount on convertible note | |
| — | | |
| 2,212 | |
Change in fair value of derivative | |
| — | | |
| (2,380 | ) |
Gain on conversion of accounts payable | |
| — | | |
| (16,314 | ) |
Imputed interest | |
| — | | |
| 1,655 | |
Changes in operating assets and liabilities | |
| | | |
| | |
Increase in accounts payable | |
| 1,643 | | |
| 956 | |
Net Cash Used in Operating Activities | |
| (17,539 | ) | |
| (24,148 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES: | |
| | | |
| | |
Increase in advances payable | |
| 17,700 | | |
| 23,415 | |
Net Cash Provided by Financing Activities | |
| 17,700 | | |
| 23,415 | |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH | |
| 161 | | |
| (733 | ) |
| |
| | | |
| | |
CASH AT BEGINNING OF PERIOD | |
| 87 | | |
| 820 | |
| |
| | | |
| | |
CASH AT END OF PERIOD | |
$ | 248 | | |
$ | 87 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |
| | | |
| | |
| |
| | | |
| | |
CASH PAID FOR: | |
| | | |
| | |
Interest | |
$ | — | | |
$ | — | |
Income Taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
The accompanying notes are an integral
part of these financial statements.
PACIFIC OIL COMPANY
(FOMERLY KAT RACING, INC. AND PRAIRIE
WEST OIL & GAS, LTD.)
NOTES TO AUDITED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED SEPTEMBER
30, 2015 AND 2014
NOTE 1 - ORGANIZATION AND BUSINESS
OPERATIONS
Nature of Business
Pacific Oil Company (the “Company”)
was originally incorporated in Nevada on December 5, 2005 (“inception’) as Kat Racing, Inc. On January 4, 2013, the
Articles of Incorporation of the Company were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On
July 26, 2013, the Company’s Articles of Incorporation were amended to change the name of the registrant to Pacific Oil Company.
From the Company’s inception until
the Company’s transition into the oil and natural gas business in early 2013, Kat Racing’s business plan was to design,
manufacture, market, sell and distribute custom off-road racing and recreational vehicles and provide marketing and lead services.
Kat Racing never generated any revenue from this proposed business plan.
As the market for high end off road
vehicles suffered due to the downturn in the economy, Kat Racing sought to arrange the purchase of certain oil and gas properties
which were owned by Prairie West Oil and Gas Ltd., a Canadian company, through a share exchange. Pursuant to this transaction,
the Company changed its name from Kat Racing to Prairie West Oil and Gas Ltd. This transaction was never completed. When it was
determined the acquisition would not be completed, the Company did not want to continue with the Prairie West name and changed
its name to Pacific Oil Company.
On October 1, 2013, the Company issued
a newly appointed officer and director 190,500 shares of common stock of the Company to retain his services to attempt to secure
certain assets the Company needs to launch its oil and gas operations.
On May 6, 2015, the Company entered
into a purchase and sale agreement with the Emporium Group to purchase certain rights, title, estate, and interest in the unproved
petroleum and natural gas rights, together with certain tangible assets and liabilities, on a 40-acre site located in Saskatchewan,
Canada. The purchase consideration for this transaction was part stock and part debt. The Company issued to Emporium Group 140,000
shares of its common stock, valued at $1,400, based on the market price of $0.01 per share of our shares on the date the transaction
was completed, along with a convertible note payable in the amount of $125,000 with a 6% cumulative interest rate, due and payable
in 3 years, with the right to convert into 6,250,000 shares of our commons stock at $0.02 per share. The lease acquired has not
been in operation since 2011 and we have been advised that we will need to spend approximately $75,000 to $100,000 to get the well
back into production. Effective September 30, 2015, the Company and Emporium Group cancelled the above agreement. Under the terms
of the cancelation, Emporium Group took back all assets and liabilities in exchange for canceling the note payable and associated
interest and Emporium Group retained the 140,000 shares of the Company’s common stock.
NOTE 2 - GOING CONCERN
The Company's financial statements are
prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern, has incurred
accumulated deficit of $791,309 through September 30, 2015 and had a working capital deficit of $88,641 at September 30, 2015.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the
Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and
seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans.
The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING
POLICIES
Cash and cash equivalents
For purposes of the statement of cash
flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash
equivalents.
Development Stage Company
The Company is in the development stage
as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company
are that our financial statements were identified as those of a development stage company, and that the statements of operations,
movement in stockholders’ equity (deficit) and cash flows disclosed activity since the date of our inception (December 5,
2005) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities
and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the
option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently
these additional disclosures are not included in these financial statements.
Use of Estimates and Assumptions
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of operations will be affected.
Derivative Liability
The Company evaluates its convertible
instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting
treatment is that 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 (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 ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification
date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The objective is to
provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This
determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual
method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument
is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot
be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument
or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any,
must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice
models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company
utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets
(or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other
than in a forced or liquidation sale.
Fair Value Measurements
The Company adopted ASC No. 820-10 (ASC
820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes
a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands
disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require
or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value
of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions,
about market participant assumptions that are developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy under ASC 820-10 are described below:
Level 1. Observable inputs such as quoted
prices in active markets;
Level 2. Inputs, other than the quoted
prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which
there is little or no market data, which require the reporting entity to develop its own assumptions.
The carrying value of cash, accounts
payable and accrued expenses, advances payable, advances payable – related party and note payable and convertible note payable
related party approximates their fair value due to the short-term maturity of these financial instruments.
Income Taxes
Income taxes are accounted for using
the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will
not be realized. The Company classifies tax-related penalties and interest as a component of income tax expense for financial statement
presentation.
Basic and Diluted Loss per Share
The Company computes loss per share
in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect
is anti-dilutive.
The Company has potentially dilutive
debt instruments outstanding in the form of a convertible notes payable – related party. However, as the Company has incurred
losses since Inception, these potentially dilutive shares of common stock have been excluded from the calculation of loss per share
as their effect would have been anti-dilutive. Consequently, the basic and diluted loss per share were identical for the years
ended September 30, 2015 and 2014.
Advertising
The Company follows the policy of charging
the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the years ended September 30,
2015 and 2014.
Stock-based Compensation
The Company has share-based compensation
plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants
to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees
is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC
718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over
the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC
505.
Reclassifications
Certain amounts in the prior periods
may have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements
The Company does not believe that other
than disclosed above, recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial
position, results of operations or cash flows.
NOTE 4 – ADVANCES PAYABLE AND
ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS
In support of the Company’s efforts
and cash requirements, it may rely on advances from related parties and non-related parties until such time that the Company can
support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal
written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.
The advances are considered temporary in nature and have not been formalized by a promissory note.
The Company received $23,488 as of September
30, 2015 and 2014, as advances from a related party to fund ongoing operations.
In addition, as of September 30, 2015 and
2014, the Company had received advances totaling $60,883 and $43,183, respectively, from a former officer and majority shareholder
and her spouse.
All of the related party and non-related party accounts and notes payable are non-interest bearing, unsecured and
due upon demand.
NOTE 5 – CONVERTIBLE NOTES
PAYABLE – RELATED PARTY AND DERIVATIVE LIABILITIES
On July 1, 2013, the Company issued
convertible notes payable to a related party in the amount of $77,824 that provided for the issuance of convertible notes with
variable conversion provisions. The conversion terms of the convertible notes were variable based on certain factors, such as the
future price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the
promissory note was indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s
authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in
the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and
warrants and shares to be issued were recorded as derivative liabilities on the issuance date.
The fair values of the Company’s
derivative liabilities were estimated at the issuance date and were revalued at each subsequent reporting date, using a lattice
model. The Company recorded a discount on the convertible note payable, related party of $57,618, leaving a net balance of $20,206,
and current derivative liabilities of $173,856 at September 30, 2013. The change in fair value of the derivative liabilities resulted
in a gain of $2,380 for the three months ended December 31, 2013, which has been reported as gain from changes in fair value of
derivative liabilities in other income (expense) in the statements of operations.
On October 4, 2013, the Company issued
145,500 shares of its common stock to the note holders to satisfy $76,650 of the total outstanding convertible notes payable of
$77,824. Effective January 1, 2014, the Company, with the consent of the holder of the remaining note convertible totaling $1,174,
amended the terms of the note payable to remove the conversion feature. The remaining $2,632 balance of the derivative liability
relating to the note payable was credited to gain from changes in fair value of derivative liabilities in other income on removal
of the conversion feature from the note payable.
The following is a summary of changes
in the fair market value of the derivative liability during the three months ended December 31, 2013:
| |
| | |
Balance, September 30, 2013 | |
$ | 173,856 | |
Debt Conversion | |
| (171,476 | ) |
Change in fair market value of derivative liabilities due to the mark to market adjustment | |
| 252 | |
Cancellation of the conversion feature | |
| (2,632 | ) |
Balance at December 31, 2013 | |
$ | — | |
NOTE 6 – COMMON STOCK
The authorized share capital of the
Company consists of 300 million shares of $0.001 par value common stock and no shares of preferred stock.
On April 25, 2013, the board of directors
authorized a reverse stock split of 1 for 100.
On February 19, 2015, the board of directors
authorized a further reverse stock split of 1 for 200.
All share amounts have been adjusted
retroactively, and reflect both stock splits as if they had occurred at the beginning of all periods presented.
On October 1, 2013, the Company issued
190,500 shares to a newly appointed officer and director which resulted in a change in control of the Company. The shares were
valued at $335,280 or $1.76 per share, and this expense has been recognized as stock based compensation in our statement of operations.
The value of these shares was determined by a valuation expert as there had been no active market trading of the Company’s
stock at the date of the conversion.
On October 4, 2013, the Company issued
109,500 shares of its common stock to satisfy an outstanding convertible note payable and its bifurcated derivative liability.
The outstanding convertible note payable relieved was $76,650, less unamortized discount of $57,618, along with its bifurcated
derivative liability of $171,476. The shares were valued at $192,720, or $1.76 per share. These shares were valued by a valuation
expert as there had been no active market trading of the Company’s stock at the date of the conversion. The following table
summarizes allocation of the common shares issued in this transaction:
| |
| | |
Derivative liability | |
$ | 171,476 | |
Convertible notes payable | |
| 76,650 | |
Unamortized discount on convertible notes payable | |
| (57,618 | ) |
Interest expense to October 4, 2013 | |
| 2,212 | |
Value of shares issued to settle liabilities | |
$ | 192,720 | |
On December 31, 2013, the Company issued
116 shares of its common stock in settlement of accounts payable, relating to services provided to the Company in the amount of
$16,519. The Company valued the shares at $1.76 as determined by the valuation expert, or $205. The Company recognized a gain on
the conversion of $16,314.
On May 6, 2015, the Company includes
consideration 140,000 shares of common stock for the acquisition of an unproved oil and gas property, certain equipment and liabilities.
On September 30, 2015, we unwound this transaction. The seller retained these shares per the agreement but has not been issued
as of September 30, 2015. We recognized an expense at fair value of $42,000 associated with this transaction.
As of September 30, 2015, there were
300,949 shares of common stock were issued and outstanding.
NOTE 7 – INCOME TAXES
As
of September 30, 2015 and 2014, the Company had net operating loss carry forwards of $791,309 and $730,127 that may be available
to reduce future years’ taxable income through 2034, respectively.
The Company has not filed its tax return.
| |
September 30, |
| |
2015 | |
2014 |
| |
| |
|
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforwards | |
$ | 269,045 | | |
$ | 248,243 | |
Other | |
| — | | |
| — | |
Gross deferred tax assets | |
| 269,045 | | |
| 248,243 | |
Valuation allowance | |
| (269,045 | ) | |
| (248,243 | ) |
| |
| | | |
| | |
Net deferred tax assets | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Realization of deferred tax assets is dependent
upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to
be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded
a 100% valuation allowance due to the management determined that it is more likely than not that the U.S. federal and state deferred
tax assets as of September 30, 2015 will not be realized.
Reconciliation between
the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of
0% for 2015 is as follows:
| |
2015 | |
2014 |
Income tax benefit at federal statutory rate | |
| (34 | )% | |
| (34 | )% |
State income tax benefit, net of effect on federal taxes | |
| (0 | )% | |
| (0 | )% |
Increase in valuation allowance | |
| 34 | % | |
| 34 | % |
Income tax expense | |
| — | | |
| — | |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pacific Oil Company
Date: December 29, 2015
/s/ Anthony Sarvucci
By: Anthony Sarvucci, President, Chief Executive Officer,
Chief Financial Officer and Director
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: December 29, 2015
/s/ Anthony Sarvucci
By: Anthony Sarvucci, President, Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer and Principal Financial and
Accounting Officer)
Date: December 29, 2015
/s/ Danielle Slaughter
By: Danielle Slaughter
Secretary and Treasurer
EXHIBIT 31.1
CERTIFICATION
I, Anthony Sarvucci, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Pacific Oil Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in the report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
Date: December 29, 2015
/s/ Anthony Sarvucci
Anthony Sarvucci
President, Chief Executive Officer, Chief Financial Officer
and Director
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18
U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Annual Report of Pacific Oil Company (the “Company”) on Form 10-K for the year ended September 30, 2015,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony Sarvucci, President,
Chief Executive Officer, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant
to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 29, 2015
/s/ Anthony Sarvucci
Anthony Sarvucci
CEO, President, Chief Financial Officer and Secretary |
(Principal Executive, Financial and Accounting Officer) |
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v3.3.1.900
Balance Sheets - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash |
$ 248
|
$ 87
|
Total Current Assets |
248
|
$ 87
|
PROPERTY AND EQUIPMENT |
|
|
Oil and gas property at cost, full cost method of accounting: unproved |
0
|
|
Equipment |
0
|
|
Total Property and Equipment |
0
|
|
TOTAL ASSETS |
248
|
$ 87
|
CURRENT LIABILITIES |
|
|
Accounts payable and accrued expenses |
3,344
|
1,701
|
Advances payable |
60,883
|
43,183
|
Advances payable - related party |
23,488
|
23,488
|
Note payable |
1,174
|
1,174
|
Total Current Liabilities |
88,889
|
69,546
|
LONG TERM LIABILITIES |
|
|
Convertible note payable - related party, net of debt discount |
0
|
0
|
Total Long Term Liabilities |
0
|
0
|
Total Liabilities |
88,889
|
69,546
|
STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
Common stock: $0.001 par value; 300,000,000 shares authorized, 300,949 and 300,404 shares issued and outstanding , respectively |
301
|
301
|
Additional paid-in capital |
702,367
|
660,367
|
Accumulated deficit |
(791,309)
|
(730,127)
|
Total Stockholders' Equity (Deficit) |
(88,641)
|
(69,459)
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
$ 248
|
$ 87
|
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v3.3.1.900
Balance Sheets (Parenthetical) - $ / shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Statement of Financial Position [Abstract] |
|
|
Common Stock Par Value |
$ 0.001
|
$ 0.001
|
Common Stock Shares Authorized |
300,000,000
|
300,000,000
|
Common Stock Shares Issued |
300,949
|
300,400
|
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300,949
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300,400
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
|
$ 0
|
OPERATING EXPENSES |
|
|
General and administrative |
$ 50,262
|
340,975
|
Professional fees |
10,920
|
19,410
|
Total operating expenses |
61,182
|
360,385
|
OTHER (INCOME) EXPENSE |
|
|
Interest expense |
|
(3,866)
|
Amortization of debt discount on on convertible note payable, related party |
0
|
0
|
Change in fair value of derivative |
0
|
2,380
|
Gain on settlement of accounts payable |
0
|
16,314
|
Total other (income) expense |
0
|
14,828
|
NET LOSS |
$ (61,182)
|
$ (345,557)
|
LOSS PER SHARE - BASIC AND DILUTIVE |
$ (0.20)
|
$ (1.18)
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTIVE |
300,949
|
292,977
|
X |
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v3.3.1.900
Shareholders Equity - USD ($)
|
Common Stock |
Additional Paid-In Capital |
Retained Earnings / Accumulated Deficit |
Total |
Begining balance at Sep. 30, 2013 |
$ 0
|
$ 130,808
|
$ (384,570)
|
$ (253,762)
|
Begining balance, shares at Sep. 30, 2013 |
287
|
|
|
|
Imputed interest |
|
1,655
|
|
1,655
|
Issuance of common stock |
$ 300
|
527,905
|
|
528,205
|
Issuance of common stock, shares |
300,116
|
|
|
|
Net loss |
|
|
(345,557)
|
(345,557)
|
Ending balance at Sep. 30, 2014 |
$ 300
|
$ 660,368
|
(730,127)
|
(69,459)
|
Ending balance, shares at Sep. 30, 2014 |
300,404
|
|
|
|
Reverse stock split |
1
|
-1
|
|
|
Reverse stock split, shares |
545
|
|
|
|
Issuance of common stock |
$ 0
|
$ 42,000
|
|
42,000
|
Issuance of common stock, shares |
0
|
|
|
|
Net loss |
|
|
(61,182)
|
(61,182)
|
Ending balance at Sep. 30, 2015 |
$ 301
|
$ 702,367
|
$ (791,309)
|
$ (88,641)
|
Ending balance, shares at Sep. 30, 2015 |
300,949
|
|
|
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v3.3.1.900
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
OPERATING ACTIVITIES |
|
|
Net loss |
$ (61,182)
|
$ (345,557)
|
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
Shares issued for services |
42,000
|
335,280
|
Amortization of debt discount on convertible note |
|
2,212
|
Change in fair value of derivative |
0
|
(2,380)
|
Gain on settlement of accounts payable |
0
|
(16,314)
|
Imputed interest |
0
|
1,655
|
Changes in operating assets and liabilities |
|
|
Increase (decrease) in accounts payable |
0
|
0
|
Increase (decrease) in accrued interest |
1,643
|
956
|
Net Cash Used in Operating Activities |
(17,539)
|
(24,148)
|
INVESTING ACTIVITIES |
|
|
Net Cash Provided by (Used in) Investing Activities |
0
|
0
|
FINANCING ACTIVITIES |
|
|
Increase (decrease) in advances payable |
17,700
|
23,415
|
Net Cash Provided by Financing Activities |
17,700
|
23,415
|
NET INCREASE (DECREASE) IN CASH |
161
|
(733)
|
CASH AT BEGINNING OF PERIOD |
87
|
820
|
CASH AT END OF PERIOD |
248
|
87
|
CASH PAID FOR: |
|
|
Interest |
0
|
0
|
Income Taxes |
$ 0
|
$ 0
|
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v3.3.1.900
1. ORGANIZATION AND BUSINESS OPERATIONS
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
1. ORGANIZATION AND BUSINESS OPERATIONS |
NOTE 1 - ORGANIZATION AND BUSINESS
OPERATIONS
Nature of Business
Pacific Oil Company (the Company)
was originally incorporated in Nevada on December 5, 2005 (inception) as Kat Racing, Inc. On January 4, 2013, the
Articles of Incorporation of the Company were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On
July 26, 2013, the Companys Articles of Incorporation were amended to change the name of the registrant to Pacific Oil Company.
From the Companys inception until
the Companys transition into the oil and natural gas business in early 2013, Kat Racings business plan was to design,
manufacture, market, sell and distribute custom off-road racing and recreational vehicles and provide marketing and lead services.
Kat Racing never generated any revenue from this proposed business plan.
As the market for high end off road
vehicles suffered due to the downturn in the economy, Kat Racing sought to arrange the purchase of certain oil and gas properties
which were owned by Prairie West Oil and Gas Ltd., a Canadian company, through a share exchange. Pursuant to this transaction,
the Company changed its name from Kat Racing to Prairie West Oil and Gas Ltd. This transaction was never completed. When it was
determined the acquisition would not be completed, the Company did not want to continue with the Prairie West name and changed
its name to Pacific Oil Company.
On October 1, 2013, the Company issued
a newly appointed officer and director 190,500 shares of common stock of the Company to retain his services to attempt to secure
certain assets the Company needs to launch its oil and gas operations.
On May 6, 2015, the Company entered
into a purchase and sale agreement with the Emporium Group to purchase certain rights, title, estate, and interest in the unproved
petroleum and natural gas rights, together with certain tangible assets and liabilities, on a 40-acre site located in Saskatchewan,
Canada. The purchase consideration for this transaction was part stock and part debt. The Company issued to Emporium Group 140,000
shares of its common stock, valued at $1,400, based on the market price of $0.01 per share of our shares on the date the transaction
was completed, along with a convertible note payable in the amount of $125,000 with a 6% cumulative interest rate, due and payable
in 3 years, with the right to convert into 6,250,000 shares of our commons stock at $0.02 per share. The lease acquired has not
been in operation since 2011 and we have been advised that we will need to spend approximately $75,000 to $100,000 to get the well
back into production. Effective September 30, 2015, the Company and Emporium Group cancelled the above agreement. Under the terms
of the cancelation, Emporium Group took back all assets and liabilities in exchange for canceling the note payable and associated
interest and Emporium Group retained the 140,000 shares of the Companys common stock.
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v3.3.1.900
2. GOING CONCERN
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
2. GOING CONCERN |
NOTE 2 - GOING CONCERN
The Company's financial statements are
prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern, has incurred
accumulated deficit of $791,309 through September 30, 2015 and had a working capital deficit of $88,641 at September 30, 2015.
Accordingly, there is substantial doubt about the Companys ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the
Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and
seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans.
The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.
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v3.3.1.900
3. SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
3. SIGNIFICANT ACCOUNTING POLICIES |
NOTE 3 SIGNIFICANT ACCOUNTING
POLICIES
Cash and cash equivalents
For purposes of the statement of cash
flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash
equivalents.
Development Stage Company
The Company is in the development stage
as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
915-205 Development-Stage Entities, and among the additional disclosures required as a development stage company
are that our financial statements were identified as those of a development stage company, and that the statements of operations,
movement in stockholders equity (deficit) and cash flows disclosed activity since the date of our inception (December 5,
2005) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities
and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the
option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently
these additional disclosures are not included in these financial statements.
Use of Estimates and Assumptions
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (GAAP) 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material
differences between the estimates and the actual results, future results of operations will be affected.
Derivative Liability
The Company evaluates its convertible
instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting
treatment is that 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 (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 ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification
date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The objective is to
provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys own stock. This
determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual
method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument
is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys own stock cannot
be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument
or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise provisions, if any,
must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice
models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company
utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets
(or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other
than in a forced or liquidation sale.
Fair Value Measurements
The Company adopted ASC No. 820-10 (ASC
820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes
a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands
disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require
or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value
of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions,
about market participant assumptions that are developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy under ASC 820-10 are described below:
Level 1. Observable inputs such as quoted
prices in active markets;
Level 2. Inputs, other than the quoted
prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which
there is little or no market data, which require the reporting entity to develop its own assumptions.
The carrying value of cash, accounts
payable and accrued expenses, advances payable, advances payable related party and note payable and convertible note payable
related party approximates their fair value due to the short-term maturity of these financial instruments.
Income Taxes
Income taxes are accounted for using
the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will
not be realized. The Company classifies tax-related penalties and interest as a component of income tax expense for financial statement
presentation.
Basic and Diluted Loss per Share
The Company computes loss per share
in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect
is anti-dilutive.
The Company has potentially dilutive
debt instruments outstanding in the form of a convertible notes payable related party. However, as the Company has incurred
losses since Inception, these potentially dilutive shares of common stock have been excluded from the calculation of loss per share
as their effect would have been anti-dilutive. Consequently, the basic and diluted loss per share were identical for the years
ended September 30, 2015 and 2014.
Advertising
The Company follows the policy of charging
the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the years ended September 30,
2015 and 2014.
Stock-based Compensation
The Company has share-based compensation
plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants
to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees
is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC
718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over
the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC
505.
Reclassifications
Certain amounts in the prior periods
may have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements
The Company does not believe that other
than disclosed above, recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial
position, results of operations or cash flows.
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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v3.3.1.900
4. ADVANCES PAYABLE AND ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Sep. 30, 2015 |
Related Party Transactions [Abstract] |
|
4. ADVANCES PAYABLE AND ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS |
NOTE 4 ADVANCES PAYABLE AND
ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS
In support of the Companys efforts
and cash requirements, it may rely on advances from related parties and non-related parties until such time that the Company can
support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal
written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.
The advances are considered temporary in nature and have not been formalized by a promissory note.
The Company received $23,488 as of September
30, 2015 and 2014, as advances from a related party to fund ongoing operations.
In addition, as of September 30, 2015 and
2014, the Company had received advances totaling $60,883 and $43,183, respectively, from a former officer and majority shareholder
and her spouse.
All of the related party and non-related party accounts and notes payable are non-interest bearing, unsecured and
due upon demand.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES |
NOTE 5 CONVERTIBLE NOTES
PAYABLE RELATED PARTY AND DERIVATIVE LIABILITIES
On July 1, 2013, the Company issued
convertible notes payable to a related party in the amount of $77,824 that provided for the issuance of convertible notes with
variable conversion provisions. The conversion terms of the convertible notes were variable based on certain factors, such as the
future price of the Companys common stock. Therefore, the number of shares of common stock issuable upon conversion of the
promissory note was indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Companys
authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in
the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and
warrants and shares to be issued were recorded as derivative liabilities on the issuance date.
The fair values of the Companys
derivative liabilities were estimated at the issuance date and were revalued at each subsequent reporting date, using a lattice
model. The Company recorded a discount on the convertible note payable, related party of $57,618, leaving a net balance of $20,206,
and current derivative liabilities of $173,856 at September 30, 2013. The change in fair value of the derivative liabilities resulted
in a gain of $2,380 for the three months ended December 31, 2013, which has been reported as gain from changes in fair value of
derivative liabilities in other income (expense) in the statements of operations.
On October 4, 2013, the Company issued
145,500 shares of its common stock to the note holders to satisfy $76,650 of the total outstanding convertible notes payable of
$77,824. Effective January 1, 2014, the Company, with the consent of the holder of the remaining note convertible totaling $1,174,
amended the terms of the note payable to remove the conversion feature. The remaining $2,632 balance of the derivative liability
relating to the note payable was credited to gain from changes in fair value of derivative liabilities in other income on removal
of the conversion feature from the note payable.
The following is a summary of changes
in the fair market value of the derivative liability during the three months ended December 31, 2013:
|
|
|
|
|
Balance, September 30, 2013 |
|
$ |
173,856 |
|
Debt Conversion |
|
|
(171,476 |
) |
Change in fair market value of derivative liabilities due to the mark to market adjustment |
|
|
252 |
|
Cancellation of the conversion feature |
|
|
(2,632 |
) |
Balance at December 31, 2013 |
|
$ |
|
|
|
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v3.3.1.900
6. COMMON STOCK
|
12 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
6. COMMON STOCK |
NOTE 6 COMMON STOCK
The authorized share capital of the
Company consists of 300 million shares of $0.001 par value common stock and no shares of preferred stock.
On April 25, 2013, the board of directors
authorized a reverse stock split of 1 for 100.
On February 19, 2015, the board of directors
authorized a further reverse stock split of 1 for 200.
All share amounts have been adjusted
retroactively, and reflect both stock splits as if they had occurred at the beginning of all periods presented.
On October 1, 2013, the Company issued
190,500 shares to a newly appointed officer and director which resulted in a change in control of the Company. The shares were
valued at $335,280 or $1.76 per share, and this expense has been recognized as stock based compensation in our statement of operations.
The value of these shares was determined by a valuation expert as there had been no active market trading of the Companys
stock at the date of the conversion.
On October 4, 2013, the Company issued
109,500 shares of its common stock to satisfy an outstanding convertible note payable and its bifurcated derivative liability.
The outstanding convertible note payable relieved was $76,650, less unamortized discount of $57,618, along with its bifurcated
derivative liability of $171,476. The shares were valued at $192,720, or $1.76 per share. These shares were valued by a valuation
expert as there had been no active market trading of the Companys stock at the date of the conversion. The following table
summarizes allocation of the common shares issued in this transaction:
|
|
|
|
|
Derivative liability |
|
$ |
171,476 |
|
Convertible notes payable |
|
|
76,650 |
|
Unamortized discount on convertible notes payable |
|
|
(57,618 |
) |
Interest expense to October 4, 2013 |
|
|
2,212 |
|
Value of shares issued to settle liabilities |
|
$ |
192,720 |
|
On December 31, 2013, the Company issued
116 shares of its common stock in settlement of accounts payable, relating to services provided to the Company in the amount of
$16,519. The Company valued the shares at $1.76 as determined by the valuation expert, or $205. The Company recognized a gain on
the conversion of $16,314.
On May 6, 2015, the Company includes
consideration 140,000 shares of common stock for the acquisition of an unproved oil and gas property, certain equipment and liabilities.
On September 30, 2015, we unwound this transaction. The seller retained these shares per the agreement but has not been issued
as of September 30, 2015. We recognized an expense at fair value of $42,000 associated with this transaction.
As of September 30, 2015, there were
300,949 shares of common stock were issued and outstanding.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
7. INCOME TAXES
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
7. INCOME TAXES |
NOTE 7 INCOME TAXES
As
of September 30, 2015 and 2014, the Company had net operating loss carry forwards of $791,309 and $730,127 that may be available
to reduce future years taxable income through 2034, respectively.
The Company has not filed its tax return.
|
|
September 30, |
|
|
2015 |
|
2014 |
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
269,045 |
|
|
$ |
248,243 |
|
Other |
|
|
|
|
|
|
|
|
Gross deferred tax assets |
|
|
269,045 |
|
|
|
248,243 |
|
Valuation allowance |
|
|
(269,045 |
) |
|
|
(248,243 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Realization of deferred tax
assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company
recorded a 100% valuation allowance due to the management determined that it is more likely than not that the U.S. federal and
state deferred tax assets as of September 30, 2015 will not be realized.
Reconciliation between
the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of
0% for 2015 is as follows:
|
|
2015 |
|
2014 |
Income tax benefit at federal statutory rate |
|
|
(34 |
)% |
|
|
(34 |
)% |
State income tax benefit, net of effect on federal taxes |
|
|
(0 |
)% |
|
|
(0 |
)% |
Increase in valuation allowance |
|
|
34 |
% |
|
|
34 |
% |
Income tax expense |
|
|
|
|
|
|
|
|
|
X |
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v3.3.1.900
3. SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Cash and cash equivalents |
Cash and cash equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
|
Development Stage Company |
Development Stage Company
The Company is in the development stage
as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 915-205 Development-Stage Entities, and among the additional disclosures required as a development
stage company are that our financial statements were identified as those of a development stage company, and that the statements
of operations, movement in stockholders equity (deficit) and cash flows disclosed activity since the date of our inception
(December 5, 2005) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development
Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15,
2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions
and consequently these additional disclosures are not included in these financial statements.
|
Use of Estimates and Assumptions |
Use of Estimates and Assumptions
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (GAAP) 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material
differences between the estimates and the actual results, future results of operations will be affected.
|
Derivative Liability |
Derivative Liability
The Company evaluates its convertible
instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting
treatment is that 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 (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 ASC Topic 815 are reclassified to liabilities at the fair value of the instrument
on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC
815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys
own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under
the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on
whether the instrument is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys
own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining
whether an instrument or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise
provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized
multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash
flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the
amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between
willing parties, that is, other than in a forced or liquidation sale.
|
Fair Value Measurements |
Fair Value Measurements
The Company adopted ASC No. 820-10
(ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes
a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands
disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require
or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair
value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions,
about market participant assumptions that are developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The
three levels of the fair value hierarchy under ASC 820-10 are described below:
- | | Level 1. Observable inputs such as quoted prices in active markets; |
- | | Level 2. Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and |
- | | Level 3. Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions. |
The carrying value of cash, accounts payable and accrued
expenses, advances payable, advances payable related party and note payable and convertible note payable related party
approximates their fair value due to the short-term maturity of these financial instruments.
|
Income Taxes |
Income Taxes
Income taxes are accounted for using
the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will
not be realized. The Company classifies tax-related penalties and interest as a component of income tax expense for financial statement
presentation.
|
Basic and Diluted Loss per Share |
Basic and Diluted Loss per Share
The Company computes loss per share
in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect
is anti-dilutive.
The Company has potentially dilutive
debt instruments outstanding in the form of a convertible notes payable related party. However, as the Company has incurred
losses since Inception, these potentially dilutive shares of common stock have been excluded from the calculation of loss per share
as their effect would have been anti-dilutive. Consequently, the basic and diluted loss per share were identical for the years
ended September 30, 2015 and 2014.
|
Advertising |
Advertising
The Company follows the policy of charging
the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the years ended September 30,
2015 and 2014.
|
Stock-based Compensation |
Stock-based Compensation
The Company has share-based compensation
plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants
to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees
is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC
718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over
the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC
505.
|
Reclassifications |
Reclassifications
Certain amounts in the prior periods
may have been reclassified to conform to the current period presentation.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company does not believe that other
than disclosed above, recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial
position, results of operations or cash flows.
|
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- DefinitionDisclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Convertible Notes Payable - Related Parties |
Balance, September 30, 2013 | |
$ | 173,856 | |
Debt Conversion | |
| (171,476 | ) |
Change in fair market value of derivative liabilities due to the mark to market adjustment | |
| 252 | |
Cancellation of the conversion feature | |
| (2,632 | ) |
Balance at December 31, 2013 | |
$ | | |
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6. COMMON STOCK (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
Common Stock |
Derivative liability | |
$ | 171,476 | |
Convertible notes payable | |
| 76,650 | |
Unamortized discount on convertible notes payable | |
| (57,618 | ) |
Interest expense to October 4, 2013 | |
| 2,212 | |
Value of shares issued to settle liabilities | |
$ | 192,720 | |
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v3.3.1.900
7. INCOME TAXES (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Deferred Tax Asset Schedule |
|
|
September 30, |
|
|
2015 |
|
2014 |
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
269,045 |
|
|
$ |
248,243 |
|
Other |
|
|
|
|
|
|
|
|
Gross deferred tax assets |
|
|
269,045 |
|
|
|
248,243 |
|
Valuation allowance |
|
|
(269,045 |
) |
|
|
(248,243 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Effective Tax Rate Schedule |
|
|
2015 |
|
2014 |
Income tax benefit at federal statutory rate |
|
|
(34 |
)% |
|
|
(34 |
)% |
State income tax benefit, net of effect on federal taxes |
|
|
(0 |
)% |
|
|
(0 |
)% |
Increase in valuation allowance |
|
|
34 |
% |
|
|
34 |
% |
Income tax expense |
|
|
|
|
|
|
|
|
|
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- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
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5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
|
Dec. 31, 2014 |
Sep. 30, 2014 |
Jul. 01, 2013 |
Debt Disclosure [Abstract] |
|
|
|
Convertible Notes Payable - Related Party |
$ 1,174
|
$ 20,206
|
$ 77,824
|
Discount on Convertible Notes Payable - Related Party |
57,618
|
0
|
57,618
|
Current Derivative Liabilities |
|
2,632
|
$ 173,856
|
Change in Fair Value of Derivative Liabilties |
$ 2,380
|
|
|
Stock issued for debt, shares |
145,500
|
|
|
Stock issued for debt, Value |
$ 76,650
|
$ 192,720
|
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v3.3.1.900
6. COMMON STOCK (Details Narrative)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
|
|
|
Dec. 31, 2014
USD ($)
|
Dec. 29, 2013
USD ($)
|
Sep. 30, 2014
USD ($)
$ / shares
shares
|
Sep. 30, 2015
USD ($)
$ / shares
shares
|
Sep. 30, 2014
USD ($)
$ / shares
shares
|
Sep. 30, 2014
USD ($)
$ / shares
shares
|
Sep. 30, 2013 |
Dec. 31, 2013
$ / shares
|
Oct. 05, 2013
$ / shares
|
Oct. 02, 2013
$ / shares
|
Apr. 25, 2013
$ / shares
shares
|
Equity [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Reverse Stock Split |
|
|
|
|
|
|
1
|
|
|
|
|
Common Stock Shares Authorized | shares |
|
|
300,000,000
|
300,000,000
|
300,000,000
|
300,000,000
|
|
|
|
|
300
|
Common Stock, Par Value | $ / shares |
|
|
$ 0.001
|
$ 0.001
|
$ 0.001
|
$ 0.001
|
|
|
|
|
$ 0.001
|
Stock issued for services, Value | $ |
|
$ 335,280
|
$ 16,519
|
$ 42,000
|
$ 335,280
|
|
|
|
|
|
|
Stock Issued for Services, Value per share | $ / shares |
|
|
|
|
|
|
|
$ 0.0088
|
$ 0.0088
|
$ 0.0088
|
|
Stock Issued for Debt, Shares | shares |
|
|
|
|
|
21,900,002
|
|
|
|
|
|
Stock issued for Debt, Value | $ |
$ 76,650
|
|
|
|
|
$ 192,720
|
|
|
|
|
|
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- DefinitionFace amount or stated value per share of common stock.
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