XML 33 R24.htm IDEA: XBRL DOCUMENT v3.7.0.1
Transactions (Details Narrative)
1 Months Ended 12 Months Ended
Jul. 31, 2017
USD ($)
shares
Sep. 30, 2016
shares
Sep. 30, 2014
a
shares
Jun. 30, 2017
shares
Effective date of acquisition     Jun. 02, 2014  
Acquisition, shares issued     10,000,000  
Common stock cancelled, shares   1,030,000    
Common and preferred shares cancelled   8,567,800    
Contingent consideration arrangement, description     As a condition precedent to the Merger, Westcott raised $2,025,000 from persons who are “accredited investors” in consideration of the sale of 2,025 shares of its Series A 6% Convertible Preferred Stock and 2,893,725 warrants at the offering price of $1,000 per unit.  
Common stock outstanding, shares   2,926,486   2,926,486
Preferred stock oustanding shares   2,008   2,008
Warrants outstanding       1,928,571
Warrants issued     2,893,725  
Series A preferred convertible stock, units issued   2,008 2,025 2,008
Series A convertible preferred stock, conversion terms   The conversion price was changed from $0.70 per share to $0.05 per share. Each $1,000 unit consisted of (i) one share of Series A 6% Convertible Preferred Stock that is convertible at any time at the option of the Holder into common stock at the conversion price of $0.70 per common share based on the total dollar amount invested and (ii) 1,429 warrants (issued for each Series A 6% Convertible Preferred Stock sold in each unit) to purchase common shares of the Company at an exercise price of $1.35 with a life of three years as of the “Effective Date, ” defined as the earliest date of the following to occur: (a) the initial registration statement required by the Offering Documents has been declared effective by the United States Securities and Exchange Commission (the “SEC”), (b) all of the underlying shares have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without the requirement for the Company to be in compliance with the current public information required under SEC Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of June 3, 2014.  
Oil and gas leases, acreage | a     25,000  
Partial Cancellation Agreement, description   In exchange for the return of 8,567,800 shares of Common Stock for cancellation, the Company returned 55,000 acres of the Company's property rights held in the form of oil and gas leases from Chisholm II (approximately 68.75% of its total holdings) to Chisholm II.    
Subsequent Event | M2 Equity Partners LLC | Common Stock Purchase Agreement        
Effective date of acquisition Jul. 19, 2017      
Acquisition agreement terms On July 19, 2017, the Company entered into a Common Stock Purchase Agreement with M2 Equity Partners LLC, a Minnesota limited liability company ("M2"), whereby M2 has purchased 12,100,000 newly issued shares of the Company's common stock (the "Common Stock") for an aggregate purchase price of $347,500 (the "Purchase Price"), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act'), and/or Rule 506(b) promulgated thereunder. Prior to the closing (the "Closing") of the Common Stock Purchase Agreement, the Company had the following outstanding securities: (i) 2,926,486 shares of Common Stock; (ii) 2,008 shares of Series A 6% Convertible Preferred Stock (the "Preferred Stock"); and (iii) 1,928,571 warrants (the "Warrants") to acquire 1,928,571 shares of Common Stock that were issued in connection with the issuance of our Preferred Stock. In connection with this purchase of Common Stock, certain of the Company's shareholders agreed to cancel an aggregate 1,584,200 shares of the Company's Common Stock for an aggregate amount of $15,842; and 2,008 shares of the Company 's Preferred Stock and all outstanding Warrants for an aggregate amount of $53,841, with an additional sum of approximately $4,700 due to those shareholders who have agreed to cancel their respective shares of Preferred Stock and Warrants being reserved for the payment of miscellaneous expenses or other liabilities of the Company not provided for in the schedules and exhibits to the Common Stock Purchase Agreement, and any remainder of this sum will be paid to these shareholders, pro rata, based upon the respective percentage that the aggregate amount being paid for the cancellation of the Preferred Stock and Warrants bears, if any, to these additional funds, following payment of any such miscellaneous expenses or other liabilities of the Company. $10,750 of the Purchase Price is being held in the Trust Account of the Company's legal counsel to be expended on behalf of the Company or deposited into a new bank account to be opened by the Company. The closing of the Common Stock Purchase Agreement resulted in a change on control of the Company. The Company will use the remainder of the $347,500 to, among other items set forth in the schedules and exhibits to the Common Stock Purchase Agreement, pay or compromise all outstanding indebtedness and other liabilities of the Company, amounting to approximately $262,367, which includes a payment of an aggregate of $10,000 ($5,000 to each) to our two directors and executive officers, with the understanding that our then current assets will consist of approximately $10,750, our Property, consisting of our oil and gas lease assets that we presently own, along with other intangible assets, and following the payment of the indebtedness and other liabilities and financial obligations of the Company, there will be no liabilities of the Company at Closing.      
Acquisition, shares issued 12,100,000      
Acquisition purchase price | $ $ 347,500      
Common stock cancelled, shares 1,584,200      
Payment to repurchase common stock | $ $ 15,842      
Common and preferred shares cancelled 2,008      
Payment to repuchase preferred stock and warrants | $ $ 53,841      
Purchase price funds held in Trust | $ 10,750      
Miscellaneous expenses and other liabilities | $ $ 4,700      
Common stock outstanding, shares [1] 13,442,286      
Preferred stock oustanding shares 0      
Warrants outstanding 0      
Additional agreements, description M2 has agreed to pay M2 Capital Advisors, Inc., a Minnesota corporation ("M2 Capital"), which is wholly-owned by Mark Savage, a founding member of M2, an Introduction Fee of $25,000 for introducing the Company to M2. These funds will be divided between M2 Capital and Elev8 Marketing, a firm owned by Matt Atkinson, who is also a founding member of M2 and M2's sole Manager, and will be utilized to repay these entities for legal costs and miscellaneous expenses incurred by them in connection with the formation and funding of M2.      
[1] 1,342,286 Existing Shares and 12,100,000 shares purchased by M2