Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | T-REX OIL, INC. | |
Entity Central Index Key | 0001287900 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,697,621 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2018 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | CO | |
Entity File Number | 000-51425 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 69,662 | $ 53,210 |
Accounts receivable, trade | 66,841 | 83,595 |
Prepaids | 131,512 | 205,637 |
Total current assets | 268,015 | 342,442 |
Oil and gas properties, successful efforts method of accounting | ||
Proved | 11,679,817 | 11,679,817 |
Unproved | 4,758,798 | 4,758,798 |
Other | 223,151 | 223,151 |
Total property and equipment | 16,661,766 | 16,661,766 |
Less accumulated depreciation, depletion, amortization and valuation allowance | 15,151,241 | 15,121,743 |
Net property and equipment | 1,510,525 | 1,540,023 |
Other assets | ||
Deposits and other assets | 269,426 | 269,408 |
Total other assets | 269,426 | 269,408 |
Total assets | 2,047,966 | 2,151,873 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,709,775 | 1,564,540 |
Asset retirement obligations, current | 204,444 | 183,731 |
Notes payable | 1,181,212 | 1,181,212 |
Total current liabilities | 3,095,431 | 2,929,483 |
Long-term liabilities | ||
Asset retirement obligations, net of current | 1,236,075 | 1,236,516 |
Total liabilities | 4,331,506 | 4,165,999 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred shares, $0.001 par value, 50,000,000 shares authorized; No shares issued and outstanding at June 30, 2017 and March 31 2016, respectively | ||
Common shares, $0.001 par value, 275,000,000 shares authorized; 17,697,621 and 17,697,721 shares issued and outstanding at June 30, 2017 and March 31, 2017, respectively | 17,698 | 17,698 |
Additional paid in capital | 29,063,457 | 28,974,425 |
Accumulated deficit | (31,364,695) | (31,006,249) |
Stockholders' equity | (2,283,540) | (2,014,126) |
Total liabilities and stockholders' equity | $ 2,047,966 | $ 2,151,873 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred shares, shares issued | 0 | 0 | 409,019 |
Preferred shares, shares outstanding | 0 | 0 | 409,019 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 275,000,000 | 275,000,000 | |
Common stock, shares issued | 17,697,621 | 17,697,721 | 15,866,099 |
Common stock, shares outstanding | 17,697,621 | 17,697,721 | 15,866,099 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||
Total revenues | $ 175,268 | $ 320,011 |
Operating expenses: | ||
Lease operating expense | 88,731 | 153,375 |
Production taxes | 21,081 | 42,343 |
General and administrative expense | 339,112 | 742,181 |
Exploration expense | 3,900 | 76,282 |
Depreciation, depletion, amortization and accretion | 49,770 | 45,407 |
Total operating expenses | 502,594 | 1,059,588 |
Loss from operations | 327,326 | 739,577 |
Other income (expense) | ||
Interest expense | (31,139) | (13,665) |
Interest income | 19 | 4,886 |
Total other income | (31,120) | (8,779) |
Loss before income taxes | (358,446) | (748,356) |
Income taxes | ||
Net loss | (358,446) | (748,356) |
Deemed dividend for beneficial conversion feature of preferred stock | (37,805) | |
Net loss attributable to common shareholders | $ (358,446) | $ (786,161) |
Net loss per common share Basic and diluted | $ (0.02) | $ (0.05) |
Weighted average number of common shares | 17,697,621 | 15,671,374 |
Oil and Gas Sales [Member] | ||
Revenues | ||
Oil and gas sales | $ 175,268 | $ 320,011 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net loss attributable to common stockholders | $ (358,446) | $ (748,356) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 49,770 | 45,407 |
Equity based compensation | 89,032 | 11,511 |
Changes in: | ||
Accounts receivable, trade | 16,754 | (225,994) |
Prepaids | 74,125 | 11,925 |
Accounts payable and accrued liabilities | 145,235 | 242,569 |
Net cash (used in) operating activities | 16,470 | (662,938) |
INVESTING ACTIVITIES | ||
Additions to oil and gas properties | (261,583) | |
Additions to other assets | (18) | (38) |
Net cash (used in) investing activities | (18) | (261,621) |
FINANCING ACTIVITIES | ||
Sale of shares and exercise of options | 433,332 | |
Shareholder cash contribution | 200,000 | |
Net cash provided by financing activities | 633,332 | |
NET CHANGE IN CASH | 16,452 | (291,227) |
CASH, Beginning | 53,210 | 428,204 |
CASH, Ending | 69,662 | 136,977 |
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | ||
Equity based compensation | 207,200 | |
Beneficial conversion on feature of preferred stock | 37,805 | |
Deemed dividend for beneficial conversion feature of preferred stock | (37,805) | |
Interest paid | 74,883 | |
Income taxes paid |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - 3 months ended Jun. 30, 2017 - USD ($) | Preferred Shares [Member] | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCES at Mar. 31, 2017 | $ 17,698 | $ 28,974,425 | $ (31,006,249) | $ (2,014,126) | |
BALANCES, Shares at Mar. 31, 2017 | 17,697,621 | ||||
Equity based compensation | 89,032 | 89,032 | |||
Net loss for the period | (358,446) | (358,446) | |||
BALANCES at Jun. 30, 2017 | $ 17,698 | $ 29,063,457 | $ (31,364,695) | $ (2,283,540) | |
BALANCES, Shares at Jun. 30, 2017 | 17,697,621 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Organization and History
Organization and History | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and History | Note 1 – Organization and History T-Rex Oil, Inc. (the “Company”) was incorporated in Colorado on September 2, 2014. Rancher Energy Corp was incorporated in Nevada on February 2, 2004. Effective October 20, 2014, T-Rex Oil, Inc. and Rancher Energy Corp were merged under the laws of the State of Colorado and T-Rex Oil, Inc. became the surviving entity. Effective October 29, 2014, the Company authorized 50,000,000 shares of preferred stock in addition to its common stock and completed a reverse split of its common stock, issued and outstanding, on a one (1) new share for three hundred fifty (350) old shares basis. The Company has been engaged in the acquisition, exploration, and development of oil and gas prospects in the Rocky Mountain region of Wyoming. Cole Creek On January 15, 2016, T-Rex Oil LLC #3 (“LLC #3) entered into a Purchase and Sale Agreement with Blue Tip Energy Wyoming, Inc. and Cole Creek Recompletions LLC and acquired approximately 82% of the working interest in certain leases located in the state of Wyoming known as the Cole Creek properties in exchange for $1,200,000 in cash plus the assumption of liabilities in the amount of $833,382 for a total purchase price of $2,033,382. On April 20, 2016, the LLC #3 entered into a Purchase and Sale Agreement with Black Hills Exploration & Production, Inc. and acquired the remaining approximately 18% working interest in the Cole Creek properties in exchange for $250,000 in cash plus the assumption of liabilities in the amount of $133,311 for a total purchase price of $383,311. These leases are proved developed and undeveloped leaseholds and include producing crude oil wells totaling approximately 13,328 gross acres. See Note 2 – Principles of Consolidation. Nexfuels Spin Off On July 11, 2016, Nexfuels, Inc. was incorporated as a wholly-owned subsidiary of the Company in the State of Colorado (“Nexfuels”). Nexfuels was created to develop the Company’s Carbon Dioxide Recovery Project. The Carbon Dioxide Recovery Project (“the Project”) is focused on the development of exhaust stack supplies of carbon dioxide for use in enhanced oil recovery. The project involves the development, build out and operation of a commercial scale carbon capture systems on existing coal fueled electric power plants in the United States, specifically in Wyoming. The Company’s Board of Directors determined that to focus and better implement these strategies necessary to financing and build the Project, the Board of Directors approved the spin-off of Nexfuels on July 15, 2016. Shareholders of T-Rex, as of the Record Date of August 19, 2016, received one share of Nexfuels common stock for every two shares (2) of T-Rex common stock owned. The stock dividend was based upon 17,097,622 shares of the Company’s common stock that were issued and outstanding as of the Record Date. As part of the spin-off of Nexfuels, the Company’s Chief Executive Officer and Chairman, Mr. Donald Walford and a director of the Company Mr. Sears were appointed to the Board of Directors of Nexfuels. On August 19, 2016, the Company assigned to Nexfuels the following: 1. The idea, concept and plan to capture and sell CO2 generated by the Dave Johnston power plant located in Converse County, Wyoming and/or any other power plants owned by PacifiCorp. 2. The Memorandum of Understanding (“MOU”) by and between T-Rex and PacifiCorp Energy the owner/operator of the power plant. 3. The existing contract by and between Sargent Lundy LLC to perform the feasibility study. 4. Any and all other valid and subsisting contracts, agreement, and instruments, rights or other interest that the Company may have in the Project. 5. All valid and subsisting easements, permits, licenses, servitudes, rights of way and other surface rights that directly relate to or are otherwise directly applicable to the Project. An analysis of the properties assigned to Nexfuels by the Company showed that the Company in accordance with its accounting policies had not capitalized any of the direct or indirect costs associated with the MOUs, the feasibility study or any of the other interests in the project. As such, the Company did not recognize a gain or loss in connection with the Nexfuels spin-off. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of T-Rex Oil, Inc. and its wholly owned subsidiaries. All intercompany balances have been eliminated during consolidation. The Company owns a 14.29% interest in T-Rex Oil, LLC #3, a Colorado limited liability company (LLC #3”) and the remaining 85.71% economic interest is held by a former director and shareholder of the Company. The Company has identified LLC #3 as a variable interest entity (VIE). The Company holds current rights that gives it the power to direct the activities of the VIE which most significantly impact the VIE’s economic performance including provisions that give the Company the right to receive potentially significant benefits. As member manager of LLC #3, the Company continuously evaluates whether it has a controlling interest in LLC#3. Therefore, the Company has included LLC #3 as a wholly owned subsidiary eliminating all intercompany balances during consolidation. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the fair value of assets and liabilities, oil and natural gas reserves, income taxes and the valuation allowances related to deferred tax assets, asset retirement obligations and contingencies. Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits and money market funds carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”), although such deposits are in excess of the insurance coverage. Concentration of Credit Risk The Company’s producing properties are primarily located in Wyoming and the oil and gas production is sold to various purchasers based on market index prices. The risk of non-payment by these purchasers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of the primary purchasers. During the three months ended June 30, 2017 and 2016, two purchasers accounted for all of the total revenues. Oil and Gas Producing Activities The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of $11,679,817 and $10,281,659 at June 30, 2017 and 2016, respectively. Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the three months ended June 30, 2017 and 2016, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. There were capitalized costs of $4,758,798 and $4,754,620 at June 30, 2017 and 2016, respectively. Costs associated with development wells that are unevaluated or are waiting on access to transportation or processing facilities are reclassified into developmental wells-in-progress ("WIP"). These costs are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation and processing facilities. Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas properties. At June 30, 2017 and 2016, no capitalized developmental costs were included in WIP. Depreciation, depletion and amortization of proved oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values. For the three months ended June 30, 2017 and 2016, the Company recorded depreciation, depletion and amortization expense on oil and gas properties in the amount of $24,938 and $35,123, respectively. The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. For the three months ended June 30, 2017 and 2016, there was no impairment to proved properties. Other Property and Equipment Other property and equipment, such as computer hardware and software, are recorded at cost. Costs of renewals and improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts. Depreciation expense of other property and equipment for the three months ended June 30, 2017 and 2016 was $4,560 and $10,284, respectively. Asset Retirement Obligations The Company records estimated future asset retirement obligations ("ARO") related to its oil and gas properties. The Company records the estimated fair value of a liability for ARO in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. The increased carrying value is depleted using the units-of-production method, and the discounted liability is increased through accretion over the remaining life of the respective oil and gas properties. The estimated liability is based on historical industry experience in abandoning wells, including estimated economic lives, external estimates as to the cost to abandon the wells in the future, and federal and state regulatory requirements. The Company's liability is discounted using management's best estimate of its credit-adjusted, risk-free rate. Revisions to the liability could occur due to changes in estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. For the Three Months Ended June 30, 2017 2016 ARO - beginning of period $ 1,420,247 $ 1,197,143 Additions — 133,311 Deletions — — Accretion expense 20,272 22,323 1,440,519 1,352,777 Less current portion 204,444 176,587 ARO - end of period $ 1,236,075 $ 1,176,190 Impairment of Long-Lived Assets In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Revenue Recognition The Company recognizes oil revenues when production is sold to the purchaser, delivery occurs and title is transferred and recognizes natural gas revenues when the title and risk of loss pass to the purchaser. The Company records its share of revenues based on its net revenue interest. The Company sells the majority of its products soon after production at various locations, including the wellhead. Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. Income Taxes The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. The Company's deferred income taxes include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2017 and 2016, there were no uncertain tax positions that required accrual. Net Loss per Share Basic net loss per common share of stock is calculated by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding, including the effect of other dilutive securities. The Company’s potentially dilutive securities consist of in-the-money outstanding options and warrants to purchase the Company’s common stock. Diluted net loss per common share does not give effect to dilutive securities as their effect would be anti-dilutive. The treasury stock method is used to measure the dilutive impact of stock options and warrants. The following table details the weighted-average dilutive and anti-dilutive securities related to stock options and warrants for the periods presented: For the Three Months Ended June 30, 2017 2016 Dilutive — — Anti Dilutive 3,511,001 2,644,462 Equity Based Payments The Company recognizes compensation cost for equity based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period. See Note 9 – Equity Based Payments. Major Customers During the three months ended June 30, 2017 and 2016, two purchasers accounted for all of the Company’s revenues. Beneficial Conversion Feature and Deemed Dividend Related to Series A Shares Pursuant to ASC 470-20, when the $558,171 of convertible Series A Shares of preferred stock were issued at a discount from the if-converted $682,989 fair value as of the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in-capital for common shares. The offsetting amount was amortizable over the period from the issue date to the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares of preferred stock are convertible between July and December of 2016, a deemed dividend of $0 and $37,805 to the Series A Shares of preferred stock was recorded during the three months ended June 30, 2017 and 2016, respectively. As the Company is in an accumulated deficit position, the deemed dividends were charged against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend. Off-Balance Sheet Arrangements As part of its ongoing business, the Company has not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. From its incorporation on February 11, 2014 through June 30, 2017, the Company has not been involved in any unconsolidated SPE transactions. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) There were other accounting standards and interpretations issued during the year ended March 31, 2017, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows. Subsequent Events The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. |
Going Concern and Managements'
Going Concern and Managements' Plan | 3 Months Ended |
Jun. 30, 2017 | |
Going Concern and Managements Plan [Abstract] | |
Going Concern and Managements' Plan | Note 3 – Going Concern and Managements’ Plan The Company’s consolidated financial statements for the three months ended June 30, 2017 and 2016 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $358,446 and $786,161 for the three months ended June 30, 2017 and 2016, respectively, and an accumulated deficit of $31,364,695 as of June 30, 2017. At June 30, 2017, the Company had a working capital deficit of $2,827,416. The future success of the Company is dependent on its ability to attract additional capital and ultimately, upon its ability to develop future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The Company applies the authoritative guidance applicable to all financial assets and liabilities required to be measured and reported on a fair value basis, as well as to non-financial assets and liabilities measured at fair value on a non-recurring basis, including impairments of proved oil and gas properties and other long-lived assets and AROs initially measured at fair value. The fair value of an asset or liability is the amount that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from sources independent of the Company. Unobservable input are inputs that reflect the Company’s assumptions of what market participants would use in valuing the asset or liability based on the information available in the circumstances. Financial and non-financial assets and liabilities are classified within the valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented. The hierarchy is organized into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities; or Level 2: Quoted prices in active markets for similar assets and liabilities and inputs, quoted prices for identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; or Level 3: Unobservable pricing inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. There was no measure at fair value on a non-recurring basis as of June 30, 2017 and 2016 and there was no impairment for the three months then ended. The following table presents the Company’s non-financial assets and liabilities that were measured at fair value on a non-recurring basis at March 31, 2017 by level within the fair value hierarchy: Description Level 1 Level 2 Level 3 Total Assets Oil and gas properties $ — $ — $ 307,948 $ 307,948 Investment in limited liability company $ — $ — $ 425,000 $ 425,000 Effective March 31, 2017, the Company’s oil and gas properties were tested under ASC 360 as to their recoverability to determine if impairment is required under the accounting guidance. The Company used Level 3 inputs to measure the fair value of the oil and gas properties. As such, there was an impairment of $307,948 to the oil and gas properties during the year ended March 31, 2017. Effective August 18, 2016, the Company acquired 100% of the outstanding membership interest in T-Rex Oil LLC #1, a Colorado limited liability company (“LLC #1”) as part of a put agreement with the members of LLC #1, and recorded the investment in LLC #1 at $425,000 as per the put agreement. Thus, due to the significance of this event, the investment was tested under ASC 360 as to its recoverability and recorded at fair value if impairment was required under the accounting guidance. The Company used Level 3 inputs and after reviewing the assets of LLC #1, there was no recoverability in the Company’s investment. As such, there was an impairment of $425,000 during the year ended March 31, 2017. |
Significant Acquisition
Significant Acquisition | 3 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Significant Acquisition | Note 5 – Significant Acquisitions Effective as of January 1, 2016, the Company acquired 82% of the working interest in certain leases located in the state of Wyoming known as the Cole Creek properties. The following table presents the allocation of the consideration given to the assets acquired and liabilities assumed, based on their fair values at January 1, 2016: Consideration Given Cash $ 1,200,000 Total purchase price $ 1,200,000 Allocation of Consideration Given Oil and gas properties Proved $ 2,033,382 Total assets 2,033,382 Current liabilities 111,522 Long-term liabilities 721,860 Total liabilities 833,382 Net assets acquired $ 1,200,000 Effective April 29, 2016, the Company acquired the remaining 18% of the leases known as Cole Creek properties. The following table presents the allocation of the consideration given to the assets acquired and the liabilities assumed: Consideration Given Cash $ 250,000 Total purchase price $ 250,000 Allocation of Consideration Given Oil and gas properties Proved $ 383,311 Total assets 383,311 Current liabilities — Long-term liabilities 133,311 Total liabilities 133,311 Net assets acquired $ 250,000 |
Nexfuels Warrant
Nexfuels Warrant | 3 Months Ended |
Jun. 30, 2017 | |
Nexfuels Warrant | |
Nexfuels Warrant | Note 6 – Nexfuels Warrant On October 15, 2016, Nexfuels issued a warrant to the Company exercisable for 1,056,000 shares of Nexfuels shares of common stock in return for the Company performing staff services and office space over a six-month period (“Nexfuels Warrant”). The Nexfuels Warrant has an exercise price of $1.25 per share. The Nexfuels Warrant is both assignable and transferable. The Company valued the warrant at $45,000 or $7,500 per month. In November 2016, the Company assigned part of the warrant to acquire 50,000 shares of Nexfuels shares of common stock to a third party as part of the issuance of a convertible promissory note in the amount of $300,000. The Nexfules warrant expired on February 15, 2017. |
Debt
Debt | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 – Debt Promissory Notes On February 28, 2017, the Company borrowed $55,000 from the former operator of its Cole Creek properties in exchange for a promissory note including interest at the rate of 8% per annum with accrued and unpaid interest due at August 31, 2017. The proceeds from the loan were used to acquire a bond from the State of Wyoming for purposes of the Company to continue to operate the Cole Creek properties. At June 30, 2017, the Company owes $55,000 on the promissory note plus accrued interest of $1,471. On November 1, 2018, the Company paid the note holder $58,000 in complete satisfaction of the debt. On November 3, 2016, the Company borrowed $300,000 in exchange for a convertible promissory note at the rate of 12% per annum with accrued and unpaid interest and principal due January 31, 2017. The due date of the promissory note was extended to May 1, 2017. The promissory note is convertible into shares of the Company’s common stock at $0.80 per share. In addition, the Company issued the holder of the promissory note 75,000 shares of the Company’s common stock valued at $49,752 and a warrant to acquire 50,000 shares of Nexfuels shares of common stock. At June 30, 2017, the Company owes $300,000 on the promissory note plus accrued interest of $23,573. On November 1, 2018, the Company paid the note holder $275,000 in complete satisfaction of the debt. On August 11, 2016, the Company borrowed $100,000 from a former director of the Company, who owns a 85.71% interest in LLC#3 in exchange for a promissory note including interest at the rate of 15% per annum with accrued and unpaid interest and principal due on August 11, 2017. During the term of the promissory note the Company agreed to pay the holder 30% of the net revenues received from the sale of oil from the Cole Creek properties, starting August 2016. At June 30, 2017, the Company owes $100,000 on the promissory note plus accrued interest of $11,199. On November 1, 2018, the Company paid the note holder $1,600,000 as complete satisfaction of the debt including repayment of the $1,400,000 that the note holder contributed to LLC #3. On April 25, 2016, the Company borrowed $50,000 from a director of the Company in exchange for an unsecured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to March 31, 2017, with all other terms remaining in effect. At June 30, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $7,068. On November 5, 2018, the Company paid the note holder $68,000 in complete satisfaction of the debt. During the year ended March 31, 2016, the Company paid $341,405 in principal towards the repayment of promissory notes relative to the repurchase of 18,717 shares of Western Interior common stock owned by dissident shareholders as part of agreements effective March 31, 2015 to repurchase a total of 33,085 shares of Western Interior common stock. At June 30, 2017, the Company owes $488,298 on a promissory note plus accrued interest at the rate of 3.5% per annum of $34,134. The During the year ended March 31, 2019, the Company transferred certain oil and gas properties in complete satisfaction of the debt. On January 14, 2016, the Company borrowed $50,000 from a director and officer of the Company who resigned from the Company on September 14, 2016 in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory note, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. On October 2016, the holder of the promissory note filed suit against the Company for payment of the promissory. At June 30, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $3,649. In August 2017, the Company settled with the former director and officer of the Company by transferring certain oil and gas properties in complete satisfaction of the debt. On January 14, 2016, the Company borrowed $50,000 from a then director, in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to December 31, 2016, with all other terms remaining in effect. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory note, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. At June 30, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $3,649. On November 5, 2018, the Company paid the note holder $50,000 in complete satisfaction of the debt. Line-of-Credit The Company has a line-of-credit with a bank in the original amount of $350,000 collateralized by certain oil and gas properties of the Company. Annual interest is at prime plus 2.50% with a floor of 7%. At June 30, 2017, the Company owes $111,914 plus accrued interest of $6,795. The line-of-credit matured in November 2016 and is in default. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 – Stockholders’ Equity The Company’s capital stock at June 30, 2017 consists of 325,000,000 authorized shares of which 50,000,000 shares are $0.001 par value preferred stock and 275,000,000 shares are $0.001 par value common stock. Preferred Shares At June 30, 2017 and 2016, there are a total of 0 and 409,019 shares of preferred stock issued and outstanding, respectively. On October 28, 2015, the Company filed an Amendment to its Articles of Incorporation to designate a class of preferred stock as the Series A Convertible Preferred Stock. The Amendment sets aside 5,000,000 shares of the authorized 50,000,000 shares of the Company's $0.001 par value preferred stock as the Series A Convertible Preferred Stock ("the Series A Shares.") The Series A Shares are convertible at the option of the Holder into common shares of the Company's stock 9 months after the date of issuance. Further, the Series A Shares have a conversion price based upon 80% of the 10 day average of the Company's closing market price. In October 2015, the Company commenced a private placement financing of $7,000,000 in Units, a Unit consisting of one share of its Series A Shares and a Unit Warrant. The Unit Warrant has an exercise price of $3.00 per share and a term of 3 years. The Unit Warrant is exercisable 9 months after issuance and is callable by the Company upon the Company's common stock closing at a market price of $5.00 or above for a period of 10 days. Pursuant to ASC 470-20, when the $558,171 of convertible Series A Shares of preferred stock were issued at a discount from the if-converted $682,989 fair value as of the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in-capital for common shares. The offsetting amount will be amortizable over the period from the issue date to the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares of preferred stock are convertible between July and December of 2016, a deemed dividend to the Series A Shares of preferred stock has been recorded during the three months ended June 30, 2017 and 2016 in its statement of operations of $0 and $37,805, respectively. As the Company is in an accumulated deficit position, the deemed dividend has been charged accordingly against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend. During the year ended March 31, 2016, the Company received $818,038, including cash of $793,037, in exchange for the issuance of 409,019 shares of its Series A Preferred Stock and Unit Warrants exercisable for shares of common stock. We apply the guidance enumerated in ASC 480 " Distinguishing Liabilities from Equity We have applied the guidance of ASC 470 " Deb Volatility 82% - 134% Expected Option/Warrant Term 3 years Risk-free interest rate .25% Expected dividend yield 0.00% The expected term of the Unit Warrants granted were estimated to be the contractual term. The expected volatility was based on an average of the volatility disclosed based upon comparable companies who had similar expected option and warrant terms. The risk-free rate was based on the one-year U.S. Treasury bond rate. On August 18, 2016, the Board of Directors approved a conversion of the Series A Preferred Shares at a conversion price of $1.43, based upon the 5-day average. The 409,019 shares of Series A Preferred Shares were converted for 572,055 shares of the Company’s common stock. Common Shares At June 30, 2017 and 2016, there are a total of 17,697,621 and 15,866,099 shares of common stock issued and outstanding, respectively. During the three months ended June 30, 2017, the Company neither sold or issued any of its shares of common stock. During the three months ended June 30, 2016, the Company as part of a private placement sold 99,378 shares of its restricted common stock for $74,613 in cash and 235,839 shares for $353,719 in cash. During the three months ended June 30, 2016, the Company issued 50,000 shares of common stock in connection with the cash exercise of options at an exercise price of $0.10 per share. Additional Paid-in Capital During the three months ended June 30, 2017 and 2016, as the Company is in an accumulated deficit position, the deemed dividends in the amount of $0 and $37,805, respectively were charged against additional paid-in-capital as there being no retained earnings from which to declare a dividend. During the three months ended June 30, 2016, the Company realized additional paid in capital relative to the fair value of equity based payments in the amount of $207,200 of which $11,520 was expensed and $195,680 was capitalized. See Note 9 – Equity Based Payments. |
Equity Based Payments
Equity Based Payments | 3 Months Ended |
Jun. 30, 2017 | |
Share-based Payment Arrangement [Abstract] | |
Equity Based Payments | Note 9 – Equity Based Payments The Company accounts for equity based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Black-Scholes option-pricing model is used to estimate the option and warrant fair values. The option-pricing model requires a number of assumptions, of which the most significant are the stock price at the valuation date that ranged from $0.01 to $3.50 per share as well as the following assumptions: Volatility 82.00% - 134.00% Expected Option/Warrant Term 9 months - 3 years Risk-free interest rate .12% - .25% Expected dividend yield 0.00% The expected term of the options and warrants granted were estimated to be the contractual term. The expected volatility was based on an average of the volatility disclosed based upon comparable companies who had similar expected option and warrant terms. The risk-free rate was based on the one-year U.S. Treasury bond rate. Warrant Using the Black-Scholes option-pricing model, the warrant has a fair value of $207,200. Assumptions used in the pricing were: Volatility 89.00% Expected Option/Warrant Term 1 year Risk-free interest rate .25% Expected dividend yield 0.00% 2014 Stock Incentive Plan Effective October 1, 2014, the Company’s 2014 Stock Option and Award Plan (the “2014 Stock Incentive Plan”) was approved by its Board of Directors. Under the 2014 Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 2 million shares of the Company’s common stock are subject to the 2014 Stock Incentive Plan. The shares issued for the 2014 Stock Incentive Plan may be either treasury or authorized and unissued shares. The following table summarizes the non-qualified stock option and warrant activity at June 30, 2017: 2017 Number of Options/ Weighted Average Warrants Exercise Price Outstanding at beginning of year Options 1,982,750 $ 0.491 Warrants 1,851,877 $ 1.610 Granted Options — $ — Warrants — $ — Exercised Options — $ — Warrants — $ — Cancelled/Expired Options (387,500 ) $ 0.010 Warrants — $ — Outstanding at June 30, Options 1,595,250 $ 0.585 Warrants 1,851,877 $ 1.610 Exercisable at June 30, Options 985,250 $ 0.585 Warrants 1,851,877 $ 1.462 Weighted average remaining contractual Aggregate life Life Intrinsic Value Options 2.86 $ — Warrants 1.64 $ — The aggregate intrinsic value of outstanding securities is the amount by which the fair value of underlying (common) shares exceed the amount paid for and the exercise price of the options and warrants issued and outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Operating Lease The Company currently leases an office space in Colorado on a month to month basis at the rate of $5,451 plus expenses. In addition, the Company leased an office space in Wyoming at the rate of $5,838 per month and the Company terminated from the lease as of March 31, 2017. Total rent expense under these leases was $36,903 and $35,527 for the three months ended June 30, 2017 and 2016, respectively. The Company has no minimum future rental annual payments. Employment Agreements In August 2014, Terex entered into an Employment Agreement for services with its Chief Executive Officer, President and director. The Employment Agreement had a term of 3 years and provided for an annual compensation of $204,000 and a monthly car allowance of $600. It also provided for an annual bonus as determined by the board of directors. As of November 30, 2017, the parties entered into a settlement agreement where the Company issued 750,000 shares of its common stock to Terex’s former CEO, President and director towards effectuating a full compromise, settlement and release of any and all claims between the parties. In November 2014, Terex entered into an Employment Agreement for services with its Vice President of Operations and director. The Employment Agreement had a term of 3 years and provided for an annual compensation of $150,000. It also provided for an annual bonus as determined by the board of directors. As of November 30, 2017, the parties entered into a settlement agreement where the Company issued 750,000 shares of its common stock to Terex’s former Vice President and director towards effectuating a full compromise, settlement and release of any and all claims between the parties. In January 2015, T-Rex entered into an Employment Agreement for services with its Vice President of Operations and director. The Employment Agreement had a term of 3 years and provided for an annual compensation of $150,000. It also provided for an annual bonus as determined by the board of directors. In September 2016, the Employment Agreement was terminated. Consulting Agreement The Company entered into a three-year agreement effective September 1, 2014 with a consultant to perform services at the base rate of $150,000 per year under certain terms and conditions including an auto allowance of $600 per month. As of August 1, 2016, the parties entered into a revised three-year agreement to perform services at the base rate of $195,000 per year. In addition, the consultant had been granted cashless options to acquire up to 500,000 shares of T-Rex’s common stock at an option price of $0.10 per share for a period of three years from April 1, 2014. Litigation BMO Holdings Litigation On October 31, 2016, BMO Holding, LLC (“BMO Holding”) filed suit against the Company in the Supreme Court of the State of New York, New York County, alleging a breach of alleged contract resulting from certain business negotiations with the Company revolving around the purchase of oil and gas properties in Wyoming by an affiliated entity of BMO Holding. The suit seeks the fulfillment of the alleged contract and unspecified damages to be determined by jury. At the time of this filing, the Company has filed a Motion to Dismiss due to a lack of jurisdiction and failure to state a claim. The suit was dismissed on August 21, 2017. Subsequently, BMO Holding filed suit against the Company in the District Court of the County of Broomfield, Colorado and such suit was dismissed in April 2019. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions T-Rex Oil LLC #1 The Company in December 2014 entered into put agreements with the members of T-Rex #1 whereby the Company granted a right to put the purchase of their interest of T-Rex #1 in the amount of $425,000 back to the Company at an exercise price of $2.00 per share or a total of 212,500 shares of the Company’s common stock. In August 2016, the Company issued to the members of LLC #1 a total of 425,000 shares of its restricted common stock at an exercise price of $1 per share valued at $425,000. T-Rex Oil LLC #3 The Company is the manager of T-Rex Oil LLC #3 that was formed in January 2016 for the purpose of acquiring and developing oil and gas leases known as the Cole Creek properties in Wyoming. T-Rex Oil LLC #3 is included as part of the consolidated financial statements as of and for the three months ended March 31, 2017 and 2016. See Note 2 – Summary of Significant Accounting Policies – Principles of Consolidation. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Cole Creek Effective September 1, 2018, the Company sold its 100% working interest in the Cole Creek properties for $3,500,000 in cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of T-Rex Oil, Inc. and its wholly owned subsidiaries. All intercompany balances have been eliminated during consolidation. The Company owns a 14.29% interest in T-Rex Oil, LLC #3, a Colorado limited liability company (LLC #3”) and the remaining 85.71% economic interest is held by a former director and shareholder of the Company. The Company has identified LLC #3 as a variable interest entity (VIE). The Company holds current rights that gives it the power to direct the activities of the VIE which most significantly impact the VIE’s economic performance including provisions that give the Company the right to receive potentially significant benefits. As member manager of LLC #3, the Company continuously evaluates whether it has a controlling interest in LLC#3. Therefore, the Company has included LLC #3 as a wholly owned subsidiary eliminating all intercompany balances during consolidation. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the fair value of assets and liabilities, oil and natural gas reserves, income taxes and the valuation allowances related to deferred tax assets, asset retirement obligations and contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits and money market funds carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”), although such deposits are in excess of the insurance coverage. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s producing properties are primarily located in Wyoming and the oil and gas production is sold to various purchasers based on market index prices. The risk of non-payment by these purchasers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of the primary purchasers. During the three months ended June 30, 2017 and 2016, two purchasers accounted for all of the total revenues. |
Oil and Gas Producing Activities | Oil and Gas Producing Activities The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of $11,679,817 and $10,281,659 at June 30, 2017 and 2016, respectively. Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the three months ended June 30, 2017 and 2016, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. There were capitalized costs of $4,758,798 and $4,754,620 at June 30, 2017 and 2016, respectively. Costs associated with development wells that are unevaluated or are waiting on access to transportation or processing facilities are reclassified into developmental wells-in-progress ("WIP"). These costs are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation and processing facilities. Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas properties. At June 30, 2017 and 2016, no capitalized developmental costs were included in WIP. Depreciation, depletion and amortization of proved oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values. For the three months ended June 30, 2017 and 2016, the Company recorded depreciation, depletion and amortization expense on oil and gas properties in the amount of $24,938 and $35,123, respectively. The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. For the three months ended June 30, 2017 and 2016, there was no impairment to proved properties. |
Other Property and Equipment | Other Property and Equipment Other property and equipment, such as computer hardware and software, are recorded at cost. Costs of renewals and improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts. Depreciation expense of other property and equipment for the three months ended June 30, 2017 and 2016 was $4,560 and $10,284, respectively. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records estimated future asset retirement obligations ("ARO") related to its oil and gas properties. The Company records the estimated fair value of a liability for ARO in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. The increased carrying value is depleted using the units-of-production method, and the discounted liability is increased through accretion over the remaining life of the respective oil and gas properties. The estimated liability is based on historical industry experience in abandoning wells, including estimated economic lives, external estimates as to the cost to abandon the wells in the future, and federal and state regulatory requirements. The Company's liability is discounted using management's best estimate of its credit-adjusted, risk-free rate. Revisions to the liability could occur due to changes in estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. For the Three Months Ended June 30, 2017 2016 ARO - beginning of period $ 1,420,247 $ 1,197,143 Additions — 133,311 Deletions — — Accretion expense 20,272 22,323 1,440,519 1,352,777 Less current portion 204,444 176,587 ARO - end of period $ 1,236,075 $ 1,176,190 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. |
Revenue Recognition | Revenue Recognition The Company recognizes oil revenues when production is sold to the purchaser, delivery occurs and title is transferred and recognizes natural gas revenues when the title and risk of loss pass to the purchaser. The Company records its share of revenues based on its net revenue interest. The Company sells the majority of its products soon after production at various locations, including the wellhead. |
Other Comprehensive Loss | Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. The Company's deferred income taxes include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2017 and 2016, there were no uncertain tax positions that required accrual. |
Net Loss per Share | Net Loss per Share Basic net loss per common share of stock is calculated by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding, including the effect of other dilutive securities. The Company’s potentially dilutive securities consist of in-the-money outstanding options and warrants to purchase the Company’s common stock. Diluted net loss per common share does not give effect to dilutive securities as their effect would be anti-dilutive. The treasury stock method is used to measure the dilutive impact of stock options and warrants. The following table details the weighted-average dilutive and anti-dilutive securities related to stock options and warrants for the periods presented: For the Three Months Ended June 30, 2017 2016 Dilutive — — Anti Dilutive 3,511,001 2,644,462 |
Equity Based Payments | Equity Based Payments The Company recognizes compensation cost for equity based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period. See Note 9 – Equity Based Payments. |
Major Customers | Major Customers During the three months ended June 30, 2017 and 2016, two purchasers accounted for all of the Company’s revenues. |
Beneficial Conversion Feature and Deemed Dividend Related to Series A Shares | Beneficial Conversion Feature and Deemed Dividend Related to Series A Shares Pursuant to ASC 470-20, when the $558,171 of convertible Series A Shares of preferred stock were issued at a discount from the if-converted $682,989 fair value as of the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in-capital for common shares. The offsetting amount was amortizable over the period from the issue date to the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares of preferred stock are convertible between July and December of 2016, a deemed dividend of $0 and $37,805 to the Series A Shares of preferred stock was recorded during the three months ended June 30, 2017 and 2016, respectively. As the Company is in an accumulated deficit position, the deemed dividends were charged against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend. |
Off-Balance Sheet Arrangements | Off-Balance Sheet Arrangements As part of its ongoing business, the Company has not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. From its incorporation on February 11, 2014 through June 30, 2017, the Company has not been involved in any unconsolidated SPE transactions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) There were other accounting standards and interpretations issued during the year ended March 31, 2017, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows. |
Subsequent Events | Subsequent Events The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Changes in Company's Liability | For the Three Months Ended June 30, 2017 2016 ARO - beginning of period $ 1,420,247 $ 1,197,143 Additions — 133,311 Deletions — — Accretion expense 20,272 22,323 1,440,519 1,352,777 Less current portion 204,444 176,587 ARO - end of period $ 1,236,075 $ 1,176,190 |
Weighted-Average Dilutive and Anti-dilutive Securities to Stock Options and Warrants | The following table details the weighted-average dilutive and anti-dilutive securities related to stock options and warrants for the periods presented: For the Three Months Ended June 30, 2017 2016 Dilutive — — Anti Dilutive 3,511,001 2,644,462 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Non-financial Assets and Liabilities Measured at Fair Value | The following table presents the Company’s non-financial assets and liabilities that were measured at fair value on a non-recurring basis at March 31, 2017 by level within the fair value hierarchy: Description Level 1 Level 2 Level 3 Total Assets Oil and gas properties $ — $ — $ 307,948 $ 307,948 Investment in limited liability company $ — $ — $ 425,000 $ 425,000 |
Significant Acquisition (Tables
Significant Acquisition (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Consideration to Assets Acquired and Liabilities | The following table presents the allocation of the consideration given to the assets acquired and liabilities assumed, based on their fair values at January 1, 2016: Consideration Given Cash $ 1,200,000 Total purchase price $ 1,200,000 Allocation of Consideration Given Oil and gas properties Proved $ 2,033,382 Total assets 2,033,382 Current liabilities 111,522 Long-term liabilities 721,860 Total liabilities 833,382 Net assets acquired $ 1,200,000 The following table presents the allocation of the consideration given to the assets acquired and the liabilities assumed: Consideration Given Cash $ 250,000 Total purchase price $ 250,000 Allocation of Consideration Given Oil and gas properties Proved $ 383,311 Total assets 383,311 Current liabilities — Long-term liabilities 133,311 Total liabilities 133,311 Net assets acquired $ 250,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Assumptions Used for Stock Option/Warrants Price Valuation | Volatility 82% - 134% Expected Option/Warrant Term 3 years Risk-free interest rate .25% Expected dividend yield 0.00% |
Equity Based Payments (Tables)
Equity Based Payments (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions | Volatility 82.00% - 134.00% Expected Option/Warrant Term 9 months - 3 years Risk-free interest rate .12% - .25% Expected dividend yield 0.00% |
Schedule of Stock Option Valuation Assumptions | Using the Black-Scholes option-pricing model, the warrant has a fair value of $207,200. Assumptions used in the pricing were: Volatility 89.00% Expected Option/Warrant Term 1 year Risk-free interest rate .25% Expected dividend yield 0.00% |
Summary of Non-qualified Stock Option and Warrant Activity | The following table summarizes the non-qualified stock option and warrant activity at June 30, 2017: 2017 Number of Options/ Weighted Average Warrants Exercise Price Outstanding at beginning of year Options 1,982,750 $ 0.491 Warrants 1,851,877 $ 1.610 Granted Options — $ — Warrants — $ — Exercised Options — $ — Warrants — $ — Cancelled/Expired Options (387,500 ) $ 0.010 Warrants — $ — Outstanding at June 30, Options 1,595,250 $ 0.585 Warrants 1,851,877 $ 1.610 Exercisable at June 30, Options 985,250 $ 0.585 Warrants 1,851,877 $ 1.462 Weighted average remaining contractual Aggregate life Life Intrinsic Value Options 2.86 $ — Warrants 1.64 $ — |
Organization and History (Detai
Organization and History (Details Narrative) | Jul. 11, 2016shares | Jan. 15, 2016USD ($)a | Jan. 01, 2016USD ($) | Jun. 30, 2017USD ($)shares | Mar. 31, 2017shares | Apr. 29, 2016 |
Percentage of acquired working interest | 82.00% | 18.00% | ||||
Preferred stock, shares authorized | shares | 50,000,000 | 50,000,000 | ||||
Reverse stock split description | one (1) new share for three hundred fifty (350) old shares basis | |||||
Cole Creek Properties [Member] | ||||||
Percentage of acquired working interest | 82.00% | 82.00% | ||||
Exchange for cash plus | $ 1,200,000 | $ 833,382 | ||||
Purchase price | $ 2,033,382 | $ 2,033,382 | ||||
April 20, 2016 [Member] | Black Hills Exploration & Production, Inc [Member] | ||||||
Percentage of acquired working interest | 18.00% | |||||
Exchange for cash plus | $ 250,000 | $ 133,311 | ||||
Purchase price | $ 383,311 | |||||
Gross acres | a | 13,328 | |||||
Nexfuels, Inc. [Member] | ||||||
Stock dividend | shares | 17,097,622 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Oil and natural gas proved properties capitalized costs | $ 11,679,817 | $ 10,281,659 | |
Oil and natural gas unproved properties capitalized costs | 4,758,798 | 4,754,620 | |
Depreciation, depletion and amortization expense on oil and gas properties | 24,938 | 35,123 | |
Depreciation expense | $ 4,560 | 10,284 | |
Percentage of largest amount that is greater than likely to be realized upon its ultimate settlement | 50.00% | ||
Deemed dividend for beneficial conversion feature of preferred stock | $ 37,805 | ||
Preferred shares, shares | 0 | 409,019 | 0 |
Director And Shareholder [Member] | |||
Percentage of equity interest | 85.71% | ||
Convertible Series A Shares Preferred Stock [Member] | |||
Stock were issued at discount value | $ 558,171 | ||
Fair value of issuance of preferred stock | 682,989 | ||
Beneficial conversion feature of preferred stock | $ 124,818 | ||
Preferred shares, shares | 409,019 | ||
T-Rex Oil, LLC #3 [Member] | |||
Percentage of equity interest | 14.29% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Changes in Company's Liability (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | |||
ARO - beginning of period | $ 1,420,247 | $ 1,197,143 | |
Additions | 133,311 | ||
Deletions | |||
Accretion expense | 20,272 | 22,323 | |
ARO - end of period | 1,440,519 | 1,352,777 | |
Less current portion | 204,444 | 176,587 | $ 183,731 |
ARO - non-current portion | $ 1,236,075 | $ 1,176,190 | $ 1,236,516 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Weighted-Average Dilutive and Anti-dilutive Securities to Stock Options and Warrants (Details) - shares | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||
Dilutive | ||
Anti Dilutive | 3,511,001 | 2,644,462 |
Going Concern and Managements_2
Going Concern and Managements' Plan (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Going Concern and Managements Plan [Abstract] | |||
Net loss | $ 358,446 | $ 786,161 | |
Accumulated deficit | 31,364,695 | $ 31,006,249 | |
Working capital deficit | $ (2,827,416) |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Jan. 15, 2016 | Jan. 01, 2016 | Aug. 18, 2016 | Mar. 31, 2017 | Apr. 29, 2016 |
Percentage of acquired working interest | 82.00% | 18.00% | |||
Impairment to oil and gas properties | $ 307,948 | ||||
Cole Creek Properties [Member] | |||||
Percentage of acquired working interest | 82.00% | 82.00% | |||
Oil and gas properties at fair value | $ 2,033,382 | $ 2,033,382 | |||
TRex Oil LLC [Member] | |||||
Percentage of acquired working interest | 100.00% | ||||
Oil and gas properties at fair value | $ 425,000 | ||||
Impairment to oil and gas properties | $ 425,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Non-financial Assets and Liabilities Measured at Fair Value (Details) | Mar. 31, 2017USD ($) |
Oil and gas properties | $ 307,948 |
Investment in limited liability company | 425,000 |
Level 1 [Member] | |
Oil and gas properties | |
Investment in limited liability company | |
Level 2 [Member] | |
Oil and gas properties | |
Investment in limited liability company | |
Level 3 [Member] | |
Oil and gas properties | 307,948 |
Investment in limited liability company | $ 425,000 |
Significant Acquisitions (Detai
Significant Acquisitions (Details Narrative) | Apr. 29, 2016 | Jan. 01, 2016 |
Business Combinations [Abstract] | ||
Percentage of voting interest acquired | 18.00% | 82.00% |
Significant Acquisitions - Sche
Significant Acquisitions - Schedule of Allocation of Consideration to Assets Acquired and Liabilities (Details) - Cole Creek Properties [Member] - USD ($) | Apr. 29, 2016 | Jan. 01, 2016 |
Business Acquisition [Line Items] | ||
Cash | $ 250,000 | $ 1,200,000 |
Total purchase price | 250,000 | 1,200,000 |
Oil and gas properties Proved | 383,311 | 2,033,382 |
Total assets | 383,311 | 2,033,382 |
Current liabilities | 111,522 | |
Long-term liabilities | 133,311 | 721,860 |
Total liabilities | 133,311 | 833,382 |
Net assets acquired | $ 250,000 | $ 1,200,000 |
Nexfuels Warrant (Details Narra
Nexfuels Warrant (Details Narrative) - USD ($) | Oct. 15, 2016 | Nov. 30, 2016 | Jun. 30, 2017 | Oct. 31, 2015 |
Warrant exercise price | $ 3 | |||
Warrant | $ 45,000 | |||
Warrant per month | $ 7,500 | |||
Nexfuels Warrant [Member] | ||||
Warrant exercisable shares | 1,056,000 | |||
Warrant exercise price | $ 1.25 | |||
Warrant expiration date | Feb. 15, 2017 | |||
Third Party [Member] | ||||
Number of warrants assigned | 50,000 | |||
Issuance of convertible promissory note | $ 300,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 05, 2018 | Nov. 01, 2018 | Nov. 03, 2016 | Aug. 11, 2016 | Apr. 25, 2016 | Jan. 14, 2016 | Feb. 28, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Warrants | $ 45,000 | |||||||||
Promissory Notes [Member] | ||||||||||
Accrued interest payable | 23,573 | |||||||||
Debt instrument interest rate | 12.00% | |||||||||
Debt instrument maturity date | Jan. 31, 2017 | |||||||||
Debt instrument maturity date, extended date | May 1, 2017 | |||||||||
Debt conversion price per share | $ 0.80 | |||||||||
Debt face amount | $ 300,000 | 300,000 | ||||||||
Issuance of shares for debt | 75,000 | |||||||||
Issuance of shares for debt, amount | $ 49,752 | |||||||||
Warrants to purchase common stock of Nexfuels | 50,000 | |||||||||
Promissory Notes [Member] | Western Interiors [Member] | ||||||||||
Repayment of promissory notes | $ 341,405 | |||||||||
Accrued interest payable | $ 34,134 | |||||||||
Debt instrument interest rate | 3.50% | |||||||||
Debt face amount | $ 488,298 | |||||||||
Issuance of shares for debt | 18,717 | 33,085 | ||||||||
Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||
Repayment of promissory notes | $ 275,000 | |||||||||
Promissory Notes [Member] | Former Operator Of Cole Creek Properties [Member] | ||||||||||
Accrued interest payable | 1,471 | |||||||||
Debt instrument interest rate | 8.00% | |||||||||
Debt instrument maturity date | Aug. 31, 2017 | |||||||||
Debt face amount | $ 55,000 | 55,000 | ||||||||
Promissory Notes [Member] | Former Operator Of Cole Creek Properties [Member] | Subsequent Event [Member] | ||||||||||
Repayment of promissory notes | 58,000 | |||||||||
Promissory Notes [Member] | Former Director [Member] | ||||||||||
Accrued interest payable | 11,199 | |||||||||
Debt instrument interest rate | 15.00% | |||||||||
Debt instrument maturity date | Aug. 11, 2017 | |||||||||
Debt conversion rate | 30.00% | |||||||||
Equity interest percentage | 85.71% | |||||||||
Debt face amount | $ 100,000 | 100,000 | ||||||||
Promissory Notes [Member] | Former Director [Member] | Subsequent Event [Member] | ||||||||||
Repayment of promissory notes | 1,600,000 | |||||||||
Promissory Notes [Member] | Former Director [Member] | Subsequent Event [Member] | Including Note Holder Contributed To LLC [Member] | ||||||||||
Repayment of promissory notes | $ 1,400,000 | |||||||||
Promissory Notes [Member] | Director [Member] | ||||||||||
Accrued interest payable | 7,068 | |||||||||
Debt instrument interest rate | 5.00% | |||||||||
Debt instrument maturity date | Dec. 31, 2016 | |||||||||
Debt face amount | $ 50,000 | 50,000 | ||||||||
Promissory Notes [Member] | Director [Member] | Subsequent Event [Member] | ||||||||||
Repayment of promissory notes | $ 68,000 | |||||||||
Promissory Notes [Member] | Director and Officer [Member] | ||||||||||
Accrued interest payable | 3,649 | |||||||||
Debt instrument interest rate | 5.00% | |||||||||
Debt instrument maturity date | Sep. 30, 2016 | |||||||||
Default interest rate | 8.00% | |||||||||
Debt conversion rate | 30.00% | |||||||||
Debt face amount | $ 50,000 | 50,000 | ||||||||
Promissory Notes [Member] | Then Director [Member] | ||||||||||
Accrued interest payable | 3,649 | |||||||||
Debt instrument interest rate | 5.00% | |||||||||
Debt instrument maturity date | Sep. 30, 2016 | |||||||||
Debt instrument maturity date, extended date | Dec. 31, 2016 | |||||||||
Default interest rate | 8.00% | |||||||||
Debt conversion rate | 30.00% | |||||||||
Debt face amount | $ 50,000 | 50,000 | ||||||||
Promissory Notes [Member] | Then Director [Member] | Subsequent Event [Member] | ||||||||||
Repayment of promissory notes | $ 50,000 | |||||||||
Line of Credit [Member] | Bank [Member] | ||||||||||
Accrued interest payable | 6,795 | |||||||||
Debt face amount | $ 350,000 | |||||||||
Debt floor rate | 7.00% | |||||||||
Line-of-credit | $ 111,914 | |||||||||
Line of Credit [Member] | Bank [Member] | Prime Rate [Member] | ||||||||||
Debt variable interest rate | 2.50% | |||||||||
Line of credit maturity date | Nov. 30, 2016 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 28, 2015 | Aug. 18, 2016 | Oct. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 |
Capital stock, authorized shares | 325,000,000 | ||||||
Preferred Stock, authorized shares | 50,000,000 | 50,000,000 | |||||
Preferred Stock, par value per share | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred shares, shares issued | 0 | 409,019 | 0 | ||||
Preferred shares, shares outstanding | 0 | 409,019 | 0 | ||||
Stock issued during period, value, new issues | $ 7,000,000 | ||||||
Warrant exercise price per share | $ 3 | ||||||
Warrant Exercise Term | 3 years | ||||||
Common stock closing market price | $ 5 | ||||||
Warrants exercisable price per share | 9 months | ||||||
Common stock, shares issued | 17,697,621 | 15,866,099 | 17,697,721 | ||||
Common stock, shares outstanding | 17,697,621 | 15,866,099 | 17,697,721 | ||||
Deemed dividend charged against additional paid in capital | $ 0 | $ 37,805 | |||||
Fair value of equity based payment amount | 207,200 | ||||||
Equity based payment expense | 11,520 | ||||||
Capitalized equity based payment | $ 195,680 | ||||||
Common Shares [Member] | |||||||
Conversion of stock, shares issued | 572,055 | ||||||
Shares converted | 409,019 | ||||||
Maximum [Member] | |||||||
Stock price | $ 3.50 | ||||||
Minimum [Member] | |||||||
Stock price | $ 0.01 | ||||||
Options [Member] | |||||||
Number of stock option with cash exercise | 50,000 | ||||||
Share price per share | $ 0.10 | ||||||
Private Placement [Member] | |||||||
Number of common stock shares sold during the period | 235,839 | ||||||
Number of common stock sold during the period | $ 353,719 | ||||||
Private Placement [Member] | Restricted Stock [Member] | |||||||
Number of common stock shares sold during the period | 99,378 | ||||||
Number of common stock sold during the period | $ 74,613 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred Stock, authorized shares | 50,000,000 | ||||||
Preferred Stock, par value per share | $ 0.001 | ||||||
Preferred shares, shares issued | 5,000,000 | ||||||
Shares conversion price percentage | 80.00% | ||||||
Convertible preferred stock issued at discount value | 558,171 | ||||||
Fair value issuance of convertible preferred stock | 682,989 | ||||||
Proceeds from issuance of convertible preferred stock | $ 818,038 | ||||||
Number of preferred stock exchange for cash | $ 793,037 | ||||||
Number of preferred stock shares exchange for cash | 409,019 | ||||||
Beneficial conversion feature | $ 124,818 | ||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | |||||||
Conversion price per share | $ 1.43 | ||||||
Series A Preferred Stock [Member] | July and December 2016 [Member] | |||||||
Conversion of stock, shares issued | 409,019 | ||||||
Unit Warrants [Member] | Maximum [Member] | |||||||
Stock price | $ 1.50 | ||||||
Unit Warrants [Member] | Minimum [Member] | |||||||
Stock price | $ 1.10 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumptions Used for Stock Option/Warrants Price Valuation (Details) | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Volatility, Minimum | 82.00% |
Volatility, Maximum | 134.00% |
Expected Option/Warrant Term | 3 years |
Risk-free interest rate | 0.25% |
Expected dividend yield | 0.00% |
Equity Based Payments (Details
Equity Based Payments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Oct. 31, 2015 | |
Warrant exercise price per share | $ 3 | |||
Equity compensation expense | $ 89,032 | $ 11,511 | ||
Warrant [Member] | ||||
Number of warrant exercisable during period | 350,000 | |||
Warrant term | 3 years | |||
Warrant exercise price per share | $ 2 | |||
Fair value of warrants | $ 207,200 | |||
Number of stock option with cash exercise | ||||
Option exercisable shares vested | 1,851,877 | |||
Minimum [Member] | ||||
Stock price | $ 0.01 | |||
Maximum [Member] | ||||
Stock price | $ 3.50 | |||
2014 Stock Incentive Plan [Member] | ||||
Term of award | 10 years | |||
Number of shares issued | 2,000,000 |
Equity Based Payments - Schedul
Equity Based Payments - Schedule of Valuation Assumptions (Details) | 3 Months Ended |
Jun. 30, 2017 | |
Volatility, Minimum | 82.00% |
Volatility, Maximum | 134.00% |
Expected Option/Warrant Term | 3 years |
Risk-free interest rate, Minimum | 0.12% |
Risk-free interest rate, Maximum | 0.25% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected Option/Warrant Term | 9 months |
Maximum [Member] | |
Expected Option/Warrant Term | 3 years |
Equity Based Payments - Sched_2
Equity Based Payments - Schedule of Warrants Valuation Assumptions (Details) | 3 Months Ended |
Jun. 30, 2017 | |
Expected Option/Warrant Term | 3 years |
Risk-free interest rate | 0.25% |
Expected dividend yield | 0.00% |
Warrant [Member] | |
Volatility | 89.00% |
Expected Option/Warrant Term | 1 year |
Risk-free interest rate | 0.25% |
Expected dividend yield | 0.00% |
Equity Based Payments - Summary
Equity Based Payments - Summary of Non-qualified Stock Option and Warrant Activity (Details) | 3 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Non Qualified Stock Options [Member] | |
Number of Options/Warrants Outstanding, Beginning | shares | 1,982,750 |
Number of Options/Warrants Outstanding, Granted | shares | |
Number of Options/Warrants Outstanding, Exercised | shares | |
Number of Options/Warrants Outstanding, Cancelled | shares | (387,500) |
Number of Options/Warrants Outstanding, Ending | shares | 1,595,250 |
Number of Options/Warrants Exercisable | shares | 985,250 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0.491 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | 0.010 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 0.585 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 0.585 |
Weighted average remaining contractual life | 2 years 10 months 10 days |
Aggregate Intrinsic Value | $ | |
Warrant [Member] | |
Number of Options/Warrants Outstanding, Beginning | shares | 1,851,877 |
Number of Options/Warrants Outstanding, Granted | shares | |
Number of Options/Warrants Outstanding, Exercised | shares | |
Number of Options/Warrants Outstanding, Cancelled | shares | |
Number of Options/Warrants Outstanding, Ending | shares | 1,851,877 |
Number of Options/Warrants Exercisable | shares | 1,851,877 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 1.610 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 1.610 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 1.462 |
Weighted average remaining contractual life | 1 year 7 months 21 days |
Aggregate Intrinsic Value | $ |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 01, 2016 | Sep. 02, 2014 | Apr. 02, 2014 | Nov. 30, 2017 | Jan. 31, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2017 | Jun. 30, 2016 |
Rent expense | $ 36,903 | $ 35,527 | |||||||
Chief Executive Officer, President And Director [Member] | |||||||||
Term of agreement with annual compensation | 3 years | ||||||||
Compensation of base salary per year | $ 204,000 | ||||||||
Car allowance | $ 600 | ||||||||
Vice President of Operations And Director [Member] | |||||||||
Lease expiration date | Sep. 30, 2016 | ||||||||
Term of agreement with annual compensation | 3 years | 3 years | |||||||
Compensation of base salary per year | $ 150,000 | $ 150,000 | |||||||
Consultant [Member] | |||||||||
Term of agreement with annual compensation | 3 years | 3 years | |||||||
Compensation of base salary per year | $ 195,000 | $ 150,000 | |||||||
Car allowance | $ 600 | ||||||||
Granted options to acquire common stock | 500,000 | ||||||||
Option price | $ 0.10 | ||||||||
Option expiration period | 3 years | ||||||||
Former CEO, President and director [Member] | Subsequent Event [Member] | |||||||||
Shares issued for settlement agreement | 750,000 | ||||||||
Former Vice President and director [Member] | Subsequent Event [Member] | |||||||||
Shares issued for settlement agreement | 750,000 | ||||||||
Colorado Lease [Member] | |||||||||
Leases of office per month | 5,451 | ||||||||
Wyoming Lease [Member] | |||||||||
Leases of office per month | $ 5,838 | ||||||||
Lease expiration date | Mar. 31, 2017 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - TRex Oil LLC [Member] - USD ($) | Dec. 31, 2014 | Aug. 31, 2016 |
Related Party Transaction [Line Items] | ||
Repurchase of common stock | 212,500 | |
Repurchase of common stock value | $ 425,000 | |
Equity exercise price per share | $ 2 | $ 1 |
Number of shares of restricted common stock issued | 425,000 | |
Number of shares of restricted common stock issued, value | $ 425,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Cole Creek Properties [Member] | 1 Months Ended |
Sep. 01, 2018USD ($) | |
Percentage sale of working interest | 100.00% |
Proceeds from sale of working interest in properties | $ 3,500,000 |