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Document and Entity Information

v2.4.0.8
Document and Entity Information (USD $)
12 Months Ended
Apr. 30, 2014
Aug. 13, 2014
Oct. 31, 2013
Document And Entity Information      
Entity Registrant Name Petro River Oil Corp.    
Entity Central Index Key 0001172298    
Document Type 10-K    
Document Period End Date Apr. 30, 2014    
Amendment Flag false    
Current Fiscal Year End Date --04-30    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filer No    
Entity Current Reporting Status Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 5,889,195
Entity Common Stock, Shares Outstanding   818,567,746  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2014    

Consolidated Balance Sheets

v2.4.0.8
Consolidated Balance Sheets (USD $)
Apr. 30, 2014
Apr. 30, 2013
Current Assets:    
Cash and cash equivalents $ 8,352,949 $ 5,703,082
Accounts receivable 51,979 31,394
Prepaid expenses and other current assets 40,297 58,390
Total Current Assets 8,445,225 5,792,866
Oil and gas assets, net 8,941,592 13,423,089
Property, plant and equipment, net of accumulated depreciation of $314,308 and $310,700 930 4,538
Other assets 6,000 30,500
Total Other Assets 8,948,522 13,458,127
Total Assets 17,393,747 19,250,993
Current Liabilities:    
Accounts payable and accrued expenses 480,637 871,094
Current portion of asset retirement obligations 481,658 213,302
Total Current Liabilities 962,295 1,084,396
Long-term liabilities:    
Asset retirement obligations, net of current portion 336,352 549,734
Total Liabilities 1,298,647 1,634,130
Commitments and contingencies      
Stockholders' Equity:    
Preferred Shares - 5,000,000 authorized; par value $0.00001 per share Preferred B shares - 29,500 authorized; 0 issued with a $100 stated value, par value $0.00001 per share      
Common shares - 2,250,000,000 authorized; par value $0.00001 per share; issued and outstanding; 818,567,746 and 737,117,746 8,186 7,371
Additional paid-in capital 27,748,045 20,317,094
Accumulated deficit (11,661,131) (2,707,602)
Total Stockholders' Equity 16,095,100 17,616,863
Total Liabilities and Stockholders' Equity 17,393,747 19,250,993
Preferred B Shares [Member]
   
Stockholders' Equity:    
Preferred Shares - 5,000,000 authorized; par value $0.00001 per share Preferred B shares - 29,500 authorized; 0 issued with a $100 stated value, par value $0.00001 per share      

Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (USD $)
Apr. 30, 2014
Apr. 30, 2013
Accumulated depreciation of Property, plant and equipment $ 314,308 $ 310,700
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares issued      
Common stock, shares authorized 2,250,000,000 2,250,000,000
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares issued 818,567,746 737,117,746
Common stock, shares outstanding 818,567,746 737,117,746
Preferred B Shares [Member]
   
Preferred stock, shares authorized 29,500 29,500
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares issued 0 0
Preferred shares, stated value per share $ 100 $ 100

Consolidated Statements of Operations

v2.4.0.8
Consolidated Statements of Operations (USD $)
4 Months Ended 11 Months Ended 12 Months Ended
Apr. 30, 2013
Dec. 31, 2012
Apr. 30, 2014
Revenues      
Oil and natural gas sales $ 184,676 $ 16,901 $ 372,179
Total Revenues 184,676 16,901 372,179
Operating Expenses      
Operating 144,439 82,663 286,507
General and administrative 623,136 526,460 4,195,437
Depreciation and accretion 29,304 80,481 153,108
Impairment of oil and gas assets       4,713,973
Impairment of excess purchase price 1,093,527      
Gain on settlement of liability       (20,069)
Total Expenses 1,890,406 689,604 9,328,956
Operating loss (1,705,730) (672,703) (8,956,777)
Other income (expenses)      
Interest and other income 5,174 34,658 3,253
Interest expense and amortization of debt discount (619,178) (1,277,572) (5)
Total other income (expenses) (614,004) (1,242,914) 3,248
Net Loss $ (2,319,734) $ (1,915,617) $ (8,953,529)
Basic and Diluted $ 0.00 $ 0.00 $ (0.01)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted 584,966,838 402,985,653 768,257,883

Consolidated Statements of Stockholders' Equity (Deficiency)

v2.4.0.8
Consolidated Statements of Stockholders' Equity (Deficiency) (USD $)
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Feb. 01, 2012 $ 1 $ 999    $ 1,000
Balance, shares at Feb. 01, 2012 27,556      
Shares issued for conversion of convertible notes and accrued interest 5,755 (5,755)      
Shares issued for conversion of convertible notes and accrued interest, shares 575,514,005      
Stock based compensation         
Net loss     (1,915,617) (1,915,617)
Balance at Dec. 31, 2012 5,756 (4,756) (1,915,617) (1,914,617)
Balance, shares at Dec. 31, 2012 575,541,561      
Shares issued for conversion of convertible notes and accrued interest 155 21,896,578    21,896,733
Shares issued for conversion of convertible notes and accrued interest, shares 15,479,450      
Shares issued in reverse merger 1,460 1,115,944    1,117,404
Shares issued in reverse merger, shares 146,096,735      
Recapitalization of Petro River LLC's accumulated losses through the date of merger   (2,691,279) 2,691,279   
Stock based compensation   607   (607)
Dividend distribution     (1,163,530) (1,163,530)
Net loss     (2,319,734) (2,319,734)
Balance at Apr. 30, 2013 7,371 20,317,094 (2,707,602) 17,616,863
Balance, shares at Apr. 30, 2013 737,117,746      
Shares issued for settlement of employment agreement 2 79,998    80,000
Shares issued for settlement of employment agreement, shares 200,000      
Issuance of stock and warrants for cash 813 6,499,187   6,500,000
Issuance of stock and warrants for cash, shares 81,250,000      
Cost of equity raise   (650,000)   (650,000)
Stock based compensation   1,501,766   (1,501,766)
Net loss     (8,953,529) (8,953,529)
Balance at Apr. 30, 2014 $ 8,186 $ 27,748,045 $ (11,661,131) $ 16,095,100
Balance, shares at Apr. 30, 2014 818,567,746      

Consolidated Statements of Cash Flows

v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
4 Months Ended 11 Months Ended 12 Months Ended
Apr. 30, 2013
Dec. 31, 2012
Apr. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (2,319,734) $ (1,915,617) $ (8,953,529)
Adjustments to reconcile net loss to net cash used in operating activities      
Stock-based compensation 607    1,501,766
Depreciation and amortization 25,087 80,481 98,134
Accretion of asset retirement obligation 4,217    54,974
Impairment of oil and gas assets       4,713,973
Impairment of excess purchase price 1,093,527      
Gain on settlement of liability       (20,069)
Changes in operating assets and liabilities:      
Accounts receivable (31,394)    (20,585)
Prepaid expenses and other assets 43,278 (22,112) 18,093
Interest receivable    (34,658)   
Other assets (5,500)    24,500
Accounts payable and accrued expenses (99,514) 102,410 (290,388)
Accrued interest payable 619,178 1,277,572   
Net Cash Used in Operating Activities (670,248) (511,924) (2,873,131)
Cash Flows From Investing Activities:      
Capitalized expenditures on oil and gas assets (98,764) (12,191,965) (327,002)
Issuance of notes receivable to related party    (825,000)   
Net Cash Used in Investing Activities (98,764) (13,016,965) (327,002)
Cash Flows From Financing Activities:      
Proceeds from the issuance of common stock and warrants       6,500,000
Cost of equity raise       (650,000)
Proceeds from issuance of notes    19,999,983   
Capital contributions    1,000   
Net Cash Provided by Financing Activities    20,000,983 5,850,000
Change in cash and cash equivalents (769,012) 6,472,094 2,649,867
Cash and cash equivalents, beginning of period 6,472,094    5,703,082
Cash and cash equivalents, end of period 5,703,082 6,472,094 8,352,949
Cash Paid During the Period for:      
Income taxes         
Interest paid         
Non-cash investing and financing activities:      
Conversion of accrued settlement liability into common stock       80,000
Conversion of notes accrued interest into shares of common stock 21,896,733      
Recognition of asset retirement obligation    143,035   
Dividend distribution 1,163,530      
Assets acquired and liabilities assumed in reverse merger:      
Prepaid expenses and other current assets 104,556      
Property and equipment 4,538      
Oil and gas assets 1,093,991      
Accounts payable and accrued expenses (563,424)      
Asset retirement obligations (615,784)      
Net assets acquired 23,877      
Consideration for net assets acquired 1,117,404      
Excess purchase price $ 1,093,527      

Organization and Liquidity

v2.4.0.8
Organization and Liquidity
12 Months Ended
Apr. 30, 2014
Organization And Liquidity  
Organization and Liquidity

1.   Organization and Liquidity:

 

Petro River Oil Corp (the “Company”) is an enterprise engaged in the exploration and exploitation of heavy oil properties. The Company’s principal administrative office is located in Houston, Texas and its principal operations are in Kansas and Western Missouri.

 

Petro River Oil LLC (“Petro”) was incorporated under the laws of the State of Delaware on March 3, 2011. Through proceeds received from the issuance of various promissory notes, on February 1, 2012, Petro purchased various interests in oil and gas leases, wells, records, data and related personal property located along the Mississippi Lime play in the state of Kansas from Metro Energy Corporation (“Metro”), a Louisiana company, and other interrelated entities, which were in financial distress. These assets were purchased by Petro from Metro through a court approved order as Metro was undergoing Chapter 11 Bankruptcy proceedings as a Debtor-In-Possession of these various oil and gas assets. Petro purchased these assets for cash consideration of $2,000,000 as well as a 25% non-managing membership interest in the Company. Subsequent to the Metro purchase the Company engaged Energy Source Advisors to renew a number of the leases acquired in the Metro purchase and to lease additional acreage. As a result of the asset purchase from Metro and the completion of the additional lease renewals and additional acreage purchases, the Company obtained a total of 115,000 gross/85,000 net acres of leases, having unproven reserves at the time of acquisition, in the Mississippi Lime in Southeast Kansas for total cost of $12.2 million.

 

On April 23, 2013, the Company executed and consummated a securities purchase agreement (the “Securities Purchase Agreement”) by and among the Company, Petro, and the investors in Petro (the “Investors,”), namely, the holders of outstanding secured promissory notes of Petro (the “Notes”), and the members of Petro holding membership interests in Petro (the “Membership Interests”, and, together with the Notes, the “Acquired Securities”) sold by the Company (the “Share Exchange”).

 

In the Share Exchange, the Investors exchanged their Acquired Securities for 591,021,011 newly issued shares of common stock of the Company (“Common Stock”). As a result, upon completion of the Share Exchange, Petro became the Company’s wholly-owned subsidiary.

 

As a result of the Share Exchange, the Company acquired 100% of the member units of Petro and consequently, control of the business and operations of Petro. Under generally accepted accounting principles in the United States, (“U.S. GAAP”) because Petro’s former members and note holders held 80% of the issued and outstanding shares of the Company as a result of the Share Exchange, Petro is deemed the accounting acquirer while the Company remains the legal acquirer. Petro adopted the fiscal year of the Company. Prior to the Share Exchange, all historical financial statements presented are those of Petro. The equity of the Company is the historical equity of Petro, retrospectively restated to reflect the number of shares issued by the Company in the transaction.

 

Liquidity and Management Plans

 

The Company is focused on developing its recently acquired Mississippi Lime acreage. Over the last 12 months the Company has continued to build out its leadership and technical team. Additionally, the Company has been in discussions with industry partners to capitalize and develop acreage in the Mississippi Lime. The Company continues to seek out joint venture partners and acquisition targets.

 

Projects related to our legacy heavy oil reservoirs are still in technical review but a determination has been made to continue to testing pilot technologies and processes on the Missouri heavy oil assets. In Missouri, we are continuing to analyze reservoir data and testing results. The data is being utilized in the understanding and test phases to develop an economic heavy oil production reserve base.

 

Projects related to the heavy oil reservoirs are in technical review. The Company has an extensive amount of technical and reservoir information on both Missouri and Kansas positions. The data is being utilized in the understanding and test phases to develop an economic heavy oil production reserve base.

   

The ultimate goal of the management of the Company is to maximize shareholder value. Specific targets include: increasing production by developing its acreage, increasing profitability margins by evaluating and optimizing its production, and executing its business plan to increase property values, prove its reserves, and expand its asset base.

 

At April 30, 2014, the Company had working capital of approximately $7.5 million and has incurred losses since it commenced operations and utilized cash in its operating activities to date. In addition, Petro has a limited operating history. At April 30, 2014, the Company had cash and cash equivalents of approximately $8.4 million. Management believes that the current level of working capital is sufficient to maintain current operations in Kansas and Missouri as well as the planned added operations for the next 12 months. Management intends to continue to raise capital through debt and equity instruments in order to achieve its business plans. Management can provide no assurances that the Company will be successful in capital raising efforts.

Basis of Preparation

v2.4.0.8
Basis of Preparation
12 Months Ended
Apr. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Preparation

2.   Basis of Preparation:

 

The consolidated financial statements and accompanying footnotes are prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

 

These consolidated financial statements include the below wholly-owned subsidiaries:

 

Petro River Oil LLC, Petro Spring, LLC, and MegaWest Energy USA Corp. and its wholly owned subsidiaries:

 

MegaWest Energy Texas Corp.

MegaWest Energy Kentucky Corp.

MegaWest Energy Missouri Corp.

MegaWest Energy Kansas Corp.

MegaWest Energy Montana Corp.

Significant Accounting Policies

v2.4.0.8
Significant Accounting Policies
12 Months Ended
Apr. 30, 2014
Accounting Policies [Abstract]  
Significant Accounting Policies

3.   Significant Accounting Policies:

 

(a)   Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include volumes of oil and natural gas reserves, abandonment obligations, impairment of oil and natural gas properties, depreciation and accretion, income taxes, fair value of financial instruments, and contingencies.

 

Oil and gas proven reserve estimates, which are the basis for unit-of-production depletion and the full cost ceiling test, have a number of inherent uncertainties. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing, and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. In addition, reserve estimates are vulnerable to changes in prices of crude oil and gas. Such prices have been volatile in the past and can be expected to be volatile in the future. As of April 30, 2014 and 2013, the Company had no estimated proven reserves.

 

(b)   Cash and Cash Equivalents:

 

Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased to be cash equivalents. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits.

   

(c)   Oil and Gas Operations:

 

Oil and Gas Properties: The Company uses the full-cost method of accounting for its exploration and development activities. Under this method of accounting, the costs of both successful and unsuccessful exploration and development activities are capitalized as oil and gas property and equipment. Proceeds from the sale or disposition of oil and gas properties are accounted for as a reduction to capitalized costs unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country, in which case a gain or loss would be recognized in the statement of operations. All of the Company’s oil and gas properties are located within the continental United States, its sole cost center.

 

Oil and gas properties may include costs that are excluded from costs being depleted. Oil and gas costs excluded represent investments in unproved properties and major development projects in which the Company owns a direct interest. These unproved property costs include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and in process exploration drilling costs. All costs excluded are reviewed at least annually to determine if impairment has occurred.

 

The Company accounts for its unproven long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company performed a comparable study of unproven long-lived assets as of April 30, 2013 and determined that none of its long-term assets at April 30, 2013 were impaired. As of April 30, 2014, management performed a third party study of the oil and gas assets. Management concluded that the Montana assets was impaired by $75,000 and the Kansas assets were impaired by $4,638,973. The Company recorded a $4,713,973 impairment to the statement of operations during the year ended April 30, 2014.

 

Proved Oil and Gas Reserves: In accordance with Rule 4-10 of SEC Regulation S-X, proved oil and gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. All the oil and gas properties with proven reserves were impaired to the salvage value prior to the merger. The price used to establish economic producibility is the average price during the 12-month period preceding the end of the entity’s fiscal year and calculated as the un-weighted arithmetic average of the first-day-of-the-month price for each month within such 12-month period.

 

Depletion, Depreciation and Amortization: Depletion, depreciation and amortization is provided using the unit-of-production method based upon estimates of proved oil and gas reserves with oil and gas production being converted to a common unit of measure based upon their relative energy content. For the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012, all oil and gas reserves were classified as unproven. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is deducted from the capitalized costs to be amortized. Once the assessment of unproved properties is complete and when major development projects are evaluated, the costs previously excluded from amortization are transferred to the full cost pool and amortization begins. The amortizable base includes estimated future development costs and, where significant, dismantlement, restoration and abandonment costs, net of estimated salvage value.

 

In arriving at rates under the unit-of-production method, the quantities of recoverable oil and natural gas reserves are established based on estimates made by the Company’s geologists and engineers which require significant judgment, as does the projection of future production volumes and levels of future costs, including future development costs. In addition, considerable judgment is necessary in determining when unproved properties become impaired and in determining the existence of proved reserves once a well has been drilled. All of these judgments may have significant impact on the calculation of depletion expenses. There have been no material changes in the methodology used by the Company in calculating depletion, depreciation and amortization of oil and gas properties under the full cost method during the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012.

   

(d)   Asset Retirement Obligations:

 

The Company recognizes a liability for the estimated fair value of site restoration and abandonment costs when the obligations are legally incurred and the fair value can be reasonably estimated. The fair value of the obligations is based on the estimated cash flow required to settle the obligations discounted using the Company’s credit adjusted risk-free interest rate. The obligation is recorded as a liability with a corresponding increase in the carrying amount of the oil and gas assets. The capitalized amount will be depleted on a unit-of-production method. The liability is increased each period, or accretes, due to the passage of time and a corresponding amount is recorded in the statement of operations.

 

Revisions to the estimated fair value would result in an adjustment to the liability and the capitalized amount in oil and gas assets.

 

(e)   Oil and Gas Revenue:

 

Sales of oil and gas, net of any royalties, are recognized when oil has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured, and the sales price is fixed or determinable. The Company sells oil and gas on a monthly basis. Virtually all of its contracts’ pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, the quality of the oil and gas, and prevailing supply and demand conditions, so that the price of the oil and gas fluctuates to remain competitive with other available oil supplies.

 

(f)   Stock-Based Compensation:

 

Generally, all forms of stock-based compensation, including stock option grants, warrants, and restricted stock grants are measured at their fair value utilizing an option pricing model on the award’s grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from stock-based compensation are recorded as general and administrative expenses in the consolidated statement of operations, depending on the nature of the services provided.

 

(g)   Income Taxes:

 

Prior to the Share Exchange, Petro was not subject to income taxes in any jurisdiction. The members of Petro were responsible for the tax liability, if any, related to Petro’s taxable income. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements. The Petro members have concluded that Petro was a pass-through entity and there were no uncertain tax positions that would require recognition in the consolidated financial statements. If Petro were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. For the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012, no interest and penalties were required to be recorded. The Members’ conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. At the time of the share exchange, all undistributed losses were closed to additional paid in capital.

 

Subsequent to the Share Exchange, the Company applies the elements of ASC 740-10 “Income Taxes — Overall” regarding accounting for uncertainty in income taxes. This clarifies the accounting for uncertainty in income taxes recognized in consolidated financial statements and requires the impact of a tax position to be recognized in the consolidated financial statements if that position is more likely than not of being sustained by the taxing authority. As of April 30, 2014 and 2013, the Company did not have any unrecognized tax benefits. The Company does not expect that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. The Company’s federal and state income tax returns are subject to examination by tax authorities beginning with the tax year ended April 30, 2009.

 

The Company operates in Kansas, Texas and Missouri. The Company accounts for any tax penalties and interest as general and administrative expenses.

   

Deferred taxes are computed based on the tax liability or benefit in future years of the reversal of temporary differences in the recognition of income or deduction of expenses between financial and tax reporting purposes. The net difference, if any, between the provision for taxes and taxes currently payable is reflected in the balance sheet as deferred taxes. Deferred tax assets and/or liabilities, if any, are classified as current and non-current based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Valuation allowances are recorded to reduce deferred tax assets to that amount which is more likely than not to be realized.

 

(h)   Per Share Amounts:

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended April 30, 2014, the four month period ended April 30, 2013, and the period February 2, 2012 (commencement of operations) to December 31, 2012 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at April 30, 2014, April 30, 2013 and December 31, 2012:

 

As at   April 30, 2014     April 30, 2013     December 31, 2012  
Stock Options     88,038,281       290,000       -  
Stock Purchase Warrants     40,625,000       -       -  
Compensation Warrants     -       230,000       -  
      128,663,281       520,000       -  

 

(i)   Fair Value of Financial Instruments:

 

All financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and accounts payable and accrued expenses are to be recognized on the consolidated balance sheet initially at carrying value. The carrying value of these assets approximates their fair value due to their short-term maturities.

 

At each balance sheet date, the Company assesses financial assets for impairment with any impairment recorded in the consolidated statement of operations. To assess loans and receivables for impairment, the Company evaluates the probability of collection of accounts receivable and records an allowance for doubtful accounts, which reduces loans and receivables to the amount management reasonably believes will be collected. In determining the amount of the allowance, the following factors are considered: the length of the time the receivable has been outstanding, specific knowledge of each customer’s financial condition and historical experience.

 

Market risk is the risk that changes in commodity prices will affect the Company’s oil sales, cash flows or the value of its financial instruments. The objective of commodity price risk management is to manage and control market risk exposures within acceptable limits while maximizing returns.

 

The Company is exposed to changes in oil prices which impact its revenues and to changes in natural gas process which impact its operating expenses.

 

The Company does not utilize financial derivatives or other contracts to manage commodity price risks.

   

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

 

Fair value measurements are categorized using a valuation hierarchy for disclosure of the inputs used to measure fair value, which prioritize the inputs into three broad levels:

 

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date, and include those financial instruments that are valued using models or other valuation methodologies.

 

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

(j)   Subsequent Events:

 

The Company evaluates subsequent events through the date when the consolidated financial statements are issued.

 

(k)   Recent Accounting Pronouncements:

 

In July 2013, the FASB issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” Under this new guidance, companies must present this unrecognized tax benefit in the financial statements as a reduction to deferred tax assets created by net operating losses or other tax credits from prior periods that occur in the same taxing jurisdiction. If the unrecognized tax benefit exceeds such credits it should be presented in the financial statements as a liability. This update is effective for annual and interim reporting periods for fiscal years beginning after December 15, 2013. The Company is currently evaluating the effects of ASU 2013-11 on the consolidated financial statements.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. Amendments in this ASU create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. The amendments in this ASU are effective for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This ASU is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Reverse Acquisition

v2.4.0.8
Reverse Acquisition
12 Months Ended
Apr. 30, 2014
Business Combinations [Abstract]  
Reverse Acquisition

4.   Reverse Acquisition:

 

Prior to the reverse acquisition, the existing shareholders of the Company (the Legal Acquirer) held 146,096,735 or 20% of the outstanding shares of the common stock. Based on the overall market capitalization of the Company at the time of the share exchange, the aggregate fair value of these shares (20% of the market capitalization) was $1,117,404, which exceeded the fair value of the net assets acquired by $1,093,527.

 

Purchase price allocation        
Prepaid expenses   $ 104,556  
Property and equipment     4,538  
Oil and gas assets     1,093,991  
Accounts payable and accrued expenses     (563,424 )
Asset retirement obligations   $ (615,784 )
         
Net assets acquired   $ 23,877  
         
Consideration for net assets acquired   $ 1,117,404  
Excess purchase price   $ 1,093,527  

 

The Company prior to the merger, impaired its assets to net salvage value and determined upon consummation of the merger the excess purchase price paid for the assets continued to be impaired, thus the Company recognized an immediate charge of $1,093,527 in its accompanying consolidated statement of operations for the four month period ended April 30, 2013.

 

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company as though the acquisition had occurred as of February 2, 2012 (Commencement of operations). The pro forma amounts give effect to appropriate adjustments of amortization of intangible assets and interest expense associated with the financing of the purchase. The pro forma amounts presented are not necessarily indicative of either the actual operation results had the acquisition transaction occurred as of February 2, 2012 and as of January 1, 2013.

 

    April 30, 2013     December 31, 2012  
Revenues   $ 184,676       16,901  
Net loss     (2,276,797 )     (2,216,470 )
Loss per share of common stock     (0.00 )     (0.00 )
Basic and diluted     737,117,746       737,117,746  

Oil and Gas Assets

v2.4.0.8
Oil and Gas Assets
12 Months Ended
Apr. 30, 2014
Extractive Industries [Abstract]  
Oil and Gas Assets

5.   Oil and Gas Assets:

 

The following table summarizes the oil and gas assets by project:

 

Cost   Missouri     Kentucky     Montana     Kansas     Other     Total  
Balance, February 2, 2012   $ -     $ -     $ -     $ -     $ -     $ -  
Additions     -       -       -       12,191,965       -       12,191,965  
Asset retirement obligations     -       -       -       143,035       -       143,035  
Depreciation and amortization     -       -       -       (80,481 )     -       (80,481 )
Balance December 31, 2012     -       -       -       12,254,519       -       12,254,519  
Assets acquired in reverse merger     918,991       -       75,000       -       100,000       1,093,991  
Additions     -       -       -       98,764       -       98,764  
Excess purchase price paid     1,093,527       -       -       -       -       1,093,527  
Impairment of excess purchase price     (1,093,527 )     -       -       -       -       (1,093,527 )
Depreciation and amortization     -       -       -       (24,185 )     -       (24,185 )
Balance April 30, 2013     918,991       -       75,000       12,329,098       100,000       13,423,089  
Additions                             327,002               327,002  
Impairment of oil and gas assets     -       -       (75,000 )     (4,638,973 )     -       (4,713,973 )
Depreciation and amortization     -       -       -       (94,526 )     -       (94,526 )
                                                 
Balance April 30, 2014   $ 918,991     $ -     $ -     $ 7,922,601     $ 100,000     $ 8,941,592  

 

The Company performed a test of oil and gas assets as of April 30, 2013, and concluded that the excess purchase price paid for its Missouri property exceeded it net realizable value, and as a result it recognized an impairment in the amount of $1,093,527.

 

As of April 30, 2014, management performed an impairment test of the oil and gas assets. All Montana leases expired during the year ended April 30, 2014, and as a result, management fully impaired the Montana assets by $75,000. In addition, management engaged an independent third party to test the Kansas assets for impairment. Management was not aware of any impairment indicators, but the third party specialist concluded that the Kansas assets were impaired by $4,638,973, specifically as a result of expiring leases and comparable acreage values. The Company recorded a $4,713,973 impairment to the statement of operations during the year ended April 30, 2014.

   

Missouri

 

At April 30, 2014, the Company’s Missouri lease holdings totaled 1,272 gross acres with 98.4% working interest.

 

On separate pilot projects at Deerfield, the Company built two 500 barrel of oil per day steam drive production facilities (Marmaton River and Grassy Creek) comprised of 116 production wells, 39 steam injection wells and 14 service and observation wells. Throughout the Deerfield area, the Company has drilled 73 exploration/delineation wells with a 67% success rate.

 

As of April 30, 2014 and 2013, all Missouri assets were carried at salvage value, since the Company’s current business plans do not contemplate raising the necessary capital to develop these properties. The Company is in current discussions with third parties to use the acreage as a testing site for heavy oil solutions with contemplated profit sharing opportunities.

 

Kentucky

 

As a result of the share exchange, the Company acquired Kentucky lease holdings which include a 37.5% working interest in 27,150 unproved gross acres (10,181 net acres). At April 30, 2014 the Kentucky lease holdings acquired as a result of the share exchange have expired.

 

Montana

 

As of April 30, 2014, the Montana leasehold in the Devils Basin prospect have expired.

 

As April 30, 2013, the assets were carried at salvage value. During the year ended April 30, 2014, management fully impaired the asset to zero due to the expiration of the leases.

 

Kansas

 

Through proceeds received from the issuance of various promissory notes, on February 1, 2012 Petro purchased various interests in oil and gas leases, wells, records, data and related personal property located along the Mississippi Lime play in the state of Kansas from Metro Energy Corporation (“Metro”), a Louisiana company and other interrelated entities, which were in financial distress. These assets were purchased by Petro from Metro through a court approved order as Metro was undergoing Chapter 11 Bankruptcy proceedings as a Debtor-In-Possession of these various oil and gas assets. Petro purchased these assets for cash considerations of $2,000,000 as well as a 25% non-managing membership interest in the Company. Subsequent to the Metro purchase the Company engaged Energy Source Advisors to renew a number of the leases acquired in the Metro purchase and to lease additional acreage. As a result of the asset purchase from Metro and the completion of the additional lease renewals and additional acreage purchases, the Company obtained a total of 115,000 gross/85,000 net acres of leases, having unproven reserves at the time of acquisition, in the Mississippi Lime play in Southeast Kansas for total cost of $12.2 million. The Company also acquired over 60 square miles of proprietary 3D seismic data over prospective Mississippi Lime acreage in the same area. During the year ended April 30, 2014, the period January 1, 2013 to April 30, 2013 and for the period February 2, 2012 (commencement of operations) to December 31, 2012, the Company capitalized approximately $327,002, $98,764 and $12,191,965 of Kansas oil and gas expenditures. As of April 30, 2014, management engaged an independent third party to test the Kansas assets for impairment. Throughout the year, management was not aware of any impairment indicators, but during the annual impairment test, the third party specialist concluded that the Kansas assets were impaired by $4,638,973, principally due to comparable acreage values.

 

Other

 

Other property consists primarily of four used steam generators and related equipment that will be assigned to future projects. As of April 30, 2014, management concluded that impairment was not necessary as all other assets were carried at salvage value.

Asset Retirement Obligations

v2.4.0.8
Asset Retirement Obligations
12 Months Ended
Apr. 30, 2014
Asset Retirement Obligation Disclosure [Abstract]  
Asset Retirement Obligations

6.   Asset Retirement Obligations:

 

The total future asset retirement obligation was estimated based on the Company’s ownership interest in all wells and facilities, the estimated legal obligations required to retire, dismantle, abandon and reclaim the wells and facilities and the estimated timing of such payments. The Company estimated the present value of its asset retirement obligations at both April 30, 2014 and 2013, based on a future undiscounted liability of $1,087,292. These costs are expected to be incurred within one to 24 years. A credit-adjusted risk-free discount rate of 10% and an inflation rate of 2% were used to calculate the present value.

 

Changes to the asset retirement obligation were as follows:

 

    April 30, 2014     April 30, 2013  
Balance, beginning of period   $ 763,036     $ 143,035  
Additions     -       615,784  
Disposition     -       -  
Revisions     -       -  
Accretion     54,974       4,217  
      818,010       763,036  
Less: Current portion for cash flows expected to be incurred within one year     (481,658 )     (213,302 )
Long-term portion, end of period   $ 336,352     $ 549,734  

 

 

Expected timing of asset retirement obligations:

 

Year Ending April 30,        
2015       481,658  
2016       81,181  
2017       212,000  
2018       -  
2019       -  
Thereafter       312,453  
        1,087,292  
Effect of discount       (269,282 )
Total     $ 818,010  

 

As of April 30, 2014 and 2013, the Company has $0 and $25,000, respectively, of reclamation deposits with authorities to secure certain abandonment liabilities.

Notes Payable

v2.4.0.8
Notes Payable
12 Months Ended
Apr. 30, 2014
Debt Disclosure [Abstract]  
Notes Payable

7.   Notes payable:

 

For the period from February 2, 2012 (commencement of operations) through December 31, 2012, the Company received proceeds from the issuance of promissory notes of $19,999,983. Advances under each bear interest, accruing with respect to each advance from the date of such advance, at the rate of 10% per annum, compounding annually, with a maturity of February 10, 2015. The Notes were entered into contemporaneously with and were secured by certain Mortgage, Assignment of Production, Security Agreement and Financing Statement dated of even date herewith (for up to an aggregate Principal Amount of up to $20,000,000).

 

The Company recorded interest expense of $619,178 and $1,277,572 for the four month period ended April 30, 2013 and for the period February 2, 2012 (commencement of operations) through December 31, 2012, respectively. On April 23, 2013, as part of the share exchange transaction, the notes and accrued interest aggregating $21,896,733 were converted into 590,993,455 shares of the Company’s common stock.

Related Party Transactions

v2.4.0.8
Related Party Transactions
12 Months Ended
Apr. 30, 2014
Related Party Transactions [Abstract]  
Related Party Transactions

8.   Related Party Transactions:

 

Employment Agreements

 

  a) Upon completion of the Share Exchange, the Company entered into an Employment Agreement with Scot Cohen, the Company’s Executive Chairman (the “Employment Agreement”). On November 20, 2013, the Company amended the Employment Agreement with Scot Cohen. Based on this amendment, the Company granted Mr. Cohen 41,666,667 fair value options to purchase an equal amount of shares of common stock of the Company. The options have a term of 10 years and an exercise price of $0.059. These options will vest in five equal installments, with the first 20% vesting immediately upon grant (as consideration for the service period from April 29, 2013 to November 20, 2013), and the remaining options vesting in four equal installments on the anniversary of the grant date.
     
    The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the award was $2,006,227. For the year ended April 30, 2014, the Company expensed $576,034, respectively, to general and administrative expenses.
     
  b) On November 22, 2013, Petro River Oil Corp. entered into an employment agreement with Ruben Alba. Under the terms of this agreement, Mr. Alba will receive an annual base salary of $120,000. Mr. Alba was also granted 12,500,000 stock options of the Company pursuant to the Company’s 2012 Equity Compensation Plan (the “Plan”), to vest in five equal installments. The first installment vested immediately upon granting. The final four installments will vest on the anniversaries of the initial grant date, subject to the following conditions: (i) the adoption by the Company of an amendment to the Plan, approved by a vote of the shareholders of the Company, to increase the number of shares permitted to be granted under the Plan, and to put in place a stock option grant limitation in accordance with §162(m) of the Internal Revenue Code of 1986, as amended; and (ii) Mr. Alba’s continued employment with the Company.
     
    The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the award was $575,839. For the year ended April 30, 2014, the Company expensed $165,337 to general and administrative expenses.
     
  c) On November 22, 2013, the Company entered into an employment agreement with Gary Williky on November 20, 2013. Under the terms of this agreement, Mr. Williky will receive an annual base salary of $120,000. Mr. Williky was also granted 6,250,000 stock options of the Company pursuant to the Plan, to vest in five equal installments. The first installment vested immediately upon granting. The final four installments will vest on the anniversaries of the initial grant date, subject to the following conditions: (i) the adoption by the Company of an amendment to the Plan, approved by a vote of the shareholders of the Company, to increase the number of shares permitted to be granted under the Plan, and to put in place a stock option grant limitation in accordance with §162(m) of the Internal Revenue Code of 1986, as amended; and (ii) Mr. Williky’s continued employment with the Company.
     
    The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the award was $287,919. For the year ended April 30, 2014, the Company expensed $82,668 to general and administrative expenses.

   

  d) On November 25, 2013, the Company entered into an employment agreement with Luis Vierma. Under the terms of this agreement, Mr. Vierma will receive an annual base salary of $84,000. Mr. Vierma was also granted 6,250,000 stock options of the Company pursuant to the Plan, to vest in five equal installments. The first installment vested immediately upon granting. The final four installments will vest on the anniversaries of the initial grant date, subject to the following conditions: (i) the adoption by the Company of an amendment to the Plan, approved by a vote of the shareholders of the Company, to increase the number of shares permitted to be granted under the Plan, and to put in place a stock option grant limitation in accordance with §162(m) of the Internal Revenue Code of 1986, as amended; and (ii) Mr. Vierma’s continued employment with the Company.
     
    The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the award was $287,919. For the year ended April 30, 2014, the Company expensed $82,668 to general and administrative expenses.
     
  e) On November 26, 2013, the Company entered into a consulting agreement with Brio Financial Group (“Brio”) and its Managing Member, David Briones, was appointed the Chief Financial Officer of the Company on August 15, 2013. Under the terms of this agreement, Brio will receive a monthly consulting fee of $7,500, as well as a grant of 750,000 stock options of the Company pursuant to the Plan. The options will vest in six installments. The first 125,000 options vested immediately upon execution of the consulting agreement, and the remaining 5 installments will vest monthly, on the 26th of each subsequent month.
     
    The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 65%; and a discount rate of 0.12%. The grant date fair value of the award was $8,764. For the year ended April 30, 2014, the Company expensed $7,742 to general and administrative expenses.
     
  f) On November 27, 2013, the Company entered into an employment agreement with Daniel Smith. Under the terms of this agreement, Mr. Smith will receive an annual base salary of $120,000. Mr. Smith was also granted 12,500,000 stock options of the Company pursuant to the Company’s Plan to vest in five equal installments. The first installment vested immediately upon granting. The final four installments will vest on the anniversaries of the initial grant date, subject to the following conditions: (i) the adoption by the Company of an amendment to the Plan, approved by a vote of the shareholders of the Company, to increase the number of shares permitted to be granted under the Plan, and to put in place a stock option grant limitation in accordance with §162(m) of the Internal Revenue Code of 1986, as amended; and (ii) Mr. Smith’s continued employment with the Company.
     
    The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the award was $575,839. For the year ended April 30, 2014, the Company expensed $165,337 to general and administrative expenses.

 

Board of Director Grants

 

On November 20, 2013, the Company’s Board of Directors authorized the grants of 3,389,832 stock options to four members of the Board. The option grants have an exercise price equal to the closing price of shares of the Company’s common stock as of the date of the grant. All options granted vested immediately upon grant and have a maturity of ten years.

 

The Company computed the economic benefit of the grants as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the awards were $147,442. For the year ended April 30, 2014, the Company expensed $147,442 to general and administrative expenses.

   

Separation and Release Agreement

 

In addition, in June and July of 2013, the Company signed a series of agreements with Jeffrey Freedman, former Chief Executive Officer, in relation to his departure from the Company. Pursuant to these agreements, the Company has provided to Mr. Freedman the sum of $12,000 and issued 465,116 options to purchase common stock with a $56,047 aggregate fair value as of the July 24, 2013 option grant date. These options will expire on July 23, 2016 and have an exercise price of $0.215. The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.215; exercise price of $0.215; expected volatility of 88%; and a discount rate of 0.64%. The options were immediately vested and the Company recorded the $56,047 to general and administrative expense on the date of grant.

 

Demand Promissory Notes

 

During the period February 2, 2012 (Commencement of Operations) to December 31, 2012, the Company entered into a series of demand promissory notes totaling $825,000 with Petro. The demand promissory notes bear interest at 8% per annum and are due two business days after receipt of demand for payment. In an event of default, the notes bear a default rate of 15% per annum. The notes are unsecured.

 

During the period January 1, 2013 to April 30, 2013, the Company entered into a series of demand promissory notes totaling $256,950 with Petro. The demand promissory notes bore interest at 8% per annum and were due two business days after receipt of demand for payment. In an event of default, the notes bear a default rate of 15% per annum. The notes were unsecured.

 

As a result of the share exchange agreement, on April 23, 2013, the balance of the aforementioned demand promissory notes and accrued interest totaling $1,163,530 was converted to equity and was reclassified from liability to equity and the excess was recorded as a dividend distribution.

Stockholders' Equity

v2.4.0.8
Stockholders' Equity
12 Months Ended
Apr. 30, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

9.   Stockholders’ Equity:

 

As of April 30, 2014 and 2013, the Company had 5,000,000 shares of blank check preferred stock authorized with a par value of $0.00001 per share. None of the blank check preferred shares were issued or outstanding.

 

As of April 30, 2014 and 2013, the Company had 29,500 shares of preferred B shares authorized with a par value of $0.00001 per share. No preferred B shares were issued or outstanding as of April 30, 2014 and 2013.

 

Securities Purchase Agreement:

 

On December 12, 2013, the Company signed a Securities Purchase Agreement (the “Agreement”) with Petrol Lakes Holding Limited (“Petrol Lakes”). Pursuant to the terms of the Agreement, Petrol Lakes agreed to purchase: (i) 81,250,000 shares of the Company’s common stock, at a per share price of $0.08, for an aggregate purchase price of $6,500,000; and (ii) a warrant to purchase shares of the Company’s common stock. Under the terms of the warrant, Petrol Lakes may purchase up to 40,625,000 shares of the Company’s common stock at a per share price of $0.1356, for an aggregate purchase price of $6,500,000. The warrant, which is exercisable in whole or in part, will expire on December 12, 2015. The Company paid issuances costs of $650,000.

Stock Options

v2.4.0.8
Stock Options
12 Months Ended
Apr. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Options

10.   Stock Options:

 

As of April 30, 2014, the Company has one equity incentive plan. The number of shares reserved for issuance in aggregate under the plan is limited to 120 million shares. The exercise price, term and vesting schedule of stock options granted are set by the board of directors at the time of grant. Stock options granted under the plan may be exercised on a cashless basis, if such exercise is approved by the Board. In a cashless exercise, the employee receives a lesser amount of shares in lieu of paying the exercise price based on the quoted market price of the shares on the trading day immediately preceding the exercise date.

   

As of April 30, 2013, the Company had 290,000 options outstanding and exercisable with a weighted average exercise price of $0.50. The options expire during April to June 2014. As of April 30, 2014, the Company had a total of 88,038,281 options outstanding and 24,204,947 exercisable with a weighted average exercise price of $0.06.

 

The following table summarizes information about the options outstanding and exercisable at April 30, 2014:

 

    Options     Weighted Average
Exercise Prices
 
             
Outstanding, February 2, 2012     -       -  
Granted     -       -  
Expired     -       -  
Forfeited     -       -  
Outstanding, December 31, 2012     -       -  
Granted/Acquired in reverse merger     290,000       0.50  
Granted     -       -  
Expired     -       -  
Forfeited     -       -  
Outstanding – April 30, 2013     290,000     $ 0.50  
Exercisable – April 30, 2013     290,000     $ 0.50  
Granted     87,938,281     $ 0.06  
Exercised     -     $ -  
Forfeited/Cancelled     (190,000 )   $ 0.50  
Outstanding April 30, 2014     88,038,281     $ 0.06  
Exercisable – April 30, 2014     24,204,947     $ 0.06  
                 
Outstanding - Aggregate Intrinsic Value           $ 437,365  
                 
Exercisable - Aggregate Intrinsic Value           $ 118,199  

 

The following table summarizes information about the options outstanding and exercisable at April 30, 2014:

 

        Options Outstanding     Options Exercisable
Exercise Price        Options     Weighted Avg.
Life Remaining
    Weighted Avg.
Exercise Price
     Options   Weighted Avg.
Exercise Price
$ 0.50       100,000       0.00 years     $ 0.50       100,000   $ 0.50
$ 0.22       465,116       0.01 years     $ 0.22       465,116   $ 0.22
$ 0.06       87,473,165       9.43 years     $ 0.06       23,639,831   $ 0.06
                                         
Aggregate Intrinsic Value             $ 437,365           $ 118,199

 

For the year ended April 30, 2014, the four months ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012, the Company recorded stock-based compensation of $1,283,275, $607, and $0, respectively, which is included in general and administrative expenses.

 

Intrinsic value is the Company’s current per share fair value as quoted on the Over the Counter Bulletin Board on the balance sheet date ($0.064) less the current exercise price.

 

Other than the issuances disclosed in Note 8 and below, during the year ended April 30, 2014, the Company had no other stock based compensation expense. During the four month period ended April 30, 2013, the Company recorded stock-based compensation expenses of $607. During the period February 2, 2012 to December 31, 2012, the Company did not record stock based compensation.

   

As of April 30, 2014, the Company has $2,662,721 in unrecognized stock based compensation expense which will be amortized over a weighted average exercise period of 3.57 years.

 

Advisor Grants:

 

On November 20, 2013, the Board of Directors authorized the grant of fair value options to two consultants. The option grants have an exercise price equal to the closing price of shares of the Company’s common stock as of the date of the grant. One consultant was granted 2,333,333 fair value options and the second consultant was granted 1,833,333 fair value options. All options granted vested immediately upon grant and mature in ten years.

 

The Company computed the economic benefit of the grant as of the date of grant utilizing a Black-Scholes option pricing model. The Company utilized the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $0.059; Exercise price of $0.059; expected volatility of 96%; and a discount rate of 2.80%. The grant date fair value of the awards was $218,491. For the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012, the Company expensed $218,491, $0, and $0 respectively, to general and administrative expenses.

 

Warrants:

 

    Number of
 Warrants
    Weighted
Average
Exercise Price
    Weighted
Average Life
Remaining
 
Outstanding and exercisable, February 2, 2012     -       -       -  
Granted     -       -       -  
Outstanding and exercisable – December 31, 2012     -       -       -  
Acquired in reverse merger     230,000       0.50       0.65  
Outstanding and exercisable – April 30, 2013     230,000       0.50       0.65  
Forfeited     (230,000 )     -       -  
Granted     40,625,000       0.14       1.62  
Outstanding and exercisable – April 30, 2014     40,625,000       0.14       1.62  

 

The aggregate intrinsic value of the warrants was $0. Intrinsic value is the Company’s current per share fair value as quoted on the Over the Counter Bulletin Board on the balance sheet date ($0.064) less the current exercise price.

Segment Information

v2.4.0.8
Segment Information
12 Months Ended
Apr. 30, 2014
Segment Reporting [Abstract]  
Segment Information

11.   Segment Information:

 

Petro presently has one reportable business segment, that being oil and gas exploration and exploitation. Petro’s corporate and administrative operations are conducted in both Canada and the United States, while predominantly all of the oil and gas properties and operations are located in the United States.

 

    Year ended April 30, 2014  
    Canada     USA     Consolidated  
Revenue   $ -     $ 372,179     $ 372,179  
Expenses     -       (9,325,708 )     (9,325,708 )
Net loss     -       (8,953,529 )     (8,953,529 )
Oil and gas assets     100,000       8,841,592       8,941,592  
Property and equipment     -       930       930  

 

    Four Month Period ended April 30, 2013  
    Canada     USA     Consolidated  
Revenue   $ -     $ 184,676     $ 184,676  
Expenses     -       (2,504,410 )     (2,504,410 )
Net loss     -       (2,319,734 )     (2,319,734 )
Oil and gas assets     100,000       13,323,089       13,423,089  
Property and equipment     -       4,538       4,538  
Oil and gas asset additions (reverse merger)     100,000       993,991       1,093,991  
Oil and gas asset impairment     -       -       -  
Property and equipment additions (reverse merger)     -       4,538       4,538  

   

    Period February 2, 2012
(Commencement of Operations)
to December 31, 2012
 
    Canada     USA     Consolidated  
Revenue   $ -     $ 16,901     $ 16,901  
Expenses     -       (1,932,518 )     (1,932,518 )
Net loss     -       (1,915,617 )     (1,915,617 )
Oil and gas assets     -       12,254,519       12,254,519  
Property and equipment     -       -       -  
Oil and gas additions     -       12,254,519       12,254,519  
Oil and gas impairment     -       -       -  
Property and equipment additions     -       -       -  

Income Taxes

v2.4.0.8
Income Taxes
12 Months Ended
Apr. 30, 2014
Income Tax Disclosure [Abstract]  
Income Taxes

12.   Income Taxes:

 

As of April 30, 2014 and April 30, 2013, the Company had approximately $6.4 million and $3.5 million of net operating loss carryovers (“NOLs”) which expire beginning in 2027. The U.S. net operating loss carryovers are subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. Management has determined that a change in ownership occurred as a result of the share exchange on April 23, 2013. Therefore, the net operating loss carryovers are subject to an annual limitation of approximately $156,000. 

 

The income tax expense (benefit) consists of the following:

 

    For the year ended
April 30, 2014
    For the period
January 1, 2013 to
April 30, 2013
    For the period
February 2, 2012 (Commencement
of operations) to
December 31, 2012
 
Foreign                        
Current   $ -     $ -     $ -  
Deferred     -       (562,868 )     -  
U.S. Federal                        
Current     -       -       -  
Deferred     (3,373,053 )     22,735,263          
                         
U.S. State & Local                        
Current     -       -       -  
Deferred     (458,338 )     2,758,372       -  
                         
Change in valuation allowance     3,831,391       (24,930,767 )        
Income tax provision (benefit)   $ -     $ -     $ -  

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this assessment management has established a full valuation allowance against all of the deferred tax assets for every period, since it is more likely than not that all of the deferred tax assets will not be realized.

 

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

 

    April 30, 2014     April 30, 2013     December 31, 2012  
                   
U.S. Net operating loss carryovers   $ 2,473,922     $ 1,203,780     $ -  
Depreciation     16,897,095       15,017,106       -  
Accretion of asset retirement obligation     315,915       214,638       -  
Stock-based compensation     579,982       -       -  
Total deferred tax assets   $ 20,266,915     $ 16,435,524       -  
Valuation allowance     (20,266,915 )     (16,435,524 )     -  
Deferred tax asset, net of valuation allowance   $ -     $ -     $ -  

 

The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows:

 

    For the year ended
April 30, 2014
    For the period from
January 1, 2013 to
April 30, 2013
    For the period from
February 2, 2012
(Commencement of operations) to
December 31, 2012
 
                   
U.S. federal statutory rate     (34.00 )%     (34.00 )%     (34.00 )%
State income tax, net of federal benefit     (4.62 )%     (4.13 )%     - %
Impairment of excess purchase price     - %     17.97 %     - %
Non-taxable flow through loss from Petro     - %     12.75 %     34.00 %
Section 382 NOL impairment     - %     1098.96 %     - %
Foreign deferred tax write down     - %     (24.26 )%     - %
Other permanent differences     (4.17 )%     7.44       - %
Change in valuation allowance     42.79 %     (1074.73 )%     - %
Income tax provision (benefit)     0.00 %     0.00 %     0.00 %

Contingency and Contractual Obligations

v2.4.0.8
Contingency and Contractual Obligations
12 Months Ended
Apr. 30, 2014
Commitments and Contingencies Disclosure [Abstract]  
Contingency and Contractual Obligations

13.   Contingency and Contractual Obligations:

 

As a result of the Share Exchange, the Company inherited the following contingencies:

 

(a) In January 2010, the Company experienced a flood in its Calgary office premises as a result of a broken water pipe. There was significant damage to the premises rendering them unusable until remediation was completed by the landlord. Pursuant to the lease contract, the Company asserted that rent should be abated during the remediation process and accordingly, the Company ceased making rent payments in December 2009. During the remediation process, the Company engaged an independent environmental testing company to test for air quality and for the existence of other potentially hazardous conditions. The testing revealed the existence of potentially hazardous mold and the consultant provided specific written instructions for the effective remediation of the premises. During the remediation process, the landlord did not follow the consultant’s instructions to correct the potentially hazardous mold situation, and subsequently in June 2010, gave notice and declared the premises to be ready for occupancy. The Company re-engaged the consultant to re-test the premises and the testing results again revealed the presence of potentially hazardous mold. The Company determined that the premises were not fit for re-occupancy, considered the landlord to be in default of the lease, and considered the lease to be terminated.

 

The landlord disputed the Company’s position and gave notice that it considers the Company to be in default of the lease for failure to re-occupy the premises.

 

The landlord has previously claimed that the Company owed monthly rent for the premises from January 2010 to June 30, 2010 in the amount of $247,348 and as a result of the alleged default, pursuant to the terms of the lease, the Company owed three months accelerated rent in the amount of $114,837. The landlord previously also asserted that the Company would be liable for an amount up to the full lease obligation of $1,596,329 which otherwise would have been due as follows:

 

Year Ended April 30        
2011     $ 473,055  
2012       473,055  
2013       473,055  
2014       177,164  
Total     $ 1,596,329  

 

On January 30, 2014, the landlord filed a Statement of Claim with the Court of Queen’s Bench of Alberta against the Company in the approximate amount of $759,000. On March 26, 2014, the Company filed a Statement of Defence in which it challenged the allegations made by the landlord. The Company claims that the two year limitation period as defined under the “Limitations Act”, as established in Alberta, Canada, has been exceeded and therefore the Statement of Claim filed by the landlord should be barred in its entirety.

   

(b) On March 15, 2013, a former employee of the Company (VP-Operations) commenced an action in the Court of Queen’s Bench of Alberta claiming wrongful termination and seeking severance in an amount approximating US$185,000. On May 3, 2013, the Company reached a settlement with the former employee and entered into a formal settlement and release of claims agreement. As consideration for full settlement and mutual release, the Company issued the former employee 200,000 shares of common stock of the Company, valued at $0.40 per share or $80,000, and paid $50,000 during the year ended April 30, 2014, respectively.

 

(c) In September 2013, the Company was notified by the Railroad Commission of Texas (the “Commission”) that the Company was not in compliance with regulations promulgated by the Commission. The Company was therefore deemed to have lost its corporate privileges within the State of Texas and as a result, all wells within the state would have to be plugged. The Commission therefore collected $25,000 from the Company, which was originally deposited with the Commission, to cover a portion of the estimated costs of $88,960 to plug the wells. In addition to the above, the Commission also reserved its right to separately seek any remedies against the Company resulting from its noncompliance.

 

(d) The Company is from time to time involved in legal proceedings in the ordinary course of business. It does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on its financial condition or results of operations.

Subsequent Events

v2.4.0.8
Subsequent Events
12 Months Ended
Apr. 30, 2014
Subsequent Events [Abstract]  
Subsequent Events

14.   Subsequent Events:

 

Investment in Bandolier Energy LLC. and Acquisition of Spyglass Energy Group, LLC / Pearsonia West Concession

 

On May 30, 2014, Petro River Oil Corp. (the “Company”), entered into a Subscription Agreement, pursuant to which the Company purchased a 50% interest in Bandolier Energy LLC (“Bandolier”). The Company has the right to appoint a majority of the board of managers of Bandolier. Thereafter, Bandolier, pursuant to that certain Securities Purchase Agreement, effective January 1, 2014, acquired from Nadel and Gussman, LLC, Charles W. Wickstrom, and Shane E. Matson, in an all-cash transaction, all of the issued and outstanding equity of Spyglass Energy Group, LLC (“Spyglass”), the owner of a 100% working interest in the Pearsonia West Concession (“Pearsonia”) in Osage County, Oklahoma. Pearsonia comprises the largest contiguous oil and gas acreage position in Northeastern Oklahoma, approximately 106,000 acres, with substantial original oil in place, stacked reservoirs, as well as exploratory and development opportunities that can be accessed through both horizontal and vertical drilling. Significant infrastructure is already in place including 32 square miles of 3D seismic, 3 phase power, a dedicated sub-station as well as multiple oil producing horizontal wells.

 

The Company has filed a request for confidential treatment for certain terms of the Subscription Agreement and the Securities Purchase Agreement, including the purchase price and capital contribution paid by the Company. Subsequent to the transactions described above, Bandolier assigned a 51% interest in Spyglass to PO1, LLC (“PO1”), a wholly-owned subsidiary of the Company, pursuant to an Assignment and Assumption Agreement, dated as of May 30, 2014. Pursuant to the terms of the Assignment, PO1 has 180 days to pay Bandolier an amount equal to the aggregate initial capital contributions made by all Series A members of Bandolier pursuant to the Subscription Agreement, otherwise the assignment of the 51% interest to PO1 shall be cancelled. The foregoing description of the transactions and agreements does not purport to be complete and is qualified in its entirety by the Subscription Agreement, the Securities Purchase Agreement and the Assignment, which have been filed. as attachments to the Form 8-K filed by the Company with the Securities and Exchange Commission on June 5, 2014.

 

The Company’s Executive Chairman, Scot Cohen, is a manager of, and investor in, Pearsonia West Investment Group, LLC (“PWIG”), a special purpose vehicle formed for the purpose of investing in Bandolier with the Company. The Board of Directors of the Company was informed of Mr. Cohen’s participation in these transactions and pre-approved of them in accordance with the Company’s Code of Ethics. In connection with PWIG’s investment in Bandolier, the Company and PWIG entered into an agreement, dated May 30, 2014, granting the members of PWIG an option, exercisable at any time prior to May 30, 2017, to exchange their pro rata share of the Bandolier interests for shares of the Company’s common stock, at a price of $0.08 per share of common stock, subject to adjustment (the “Option”). The Option, if fully exercised, would result in the Company issuing 55,000,000 shares of its common stock to the members of PWIG.

   

Memorandum of Understanding with Sichuan Renzhi Oilfield Technology Services Ltd.

 

On July 3, 2014, Petro River Oil Corp. (the “Company”) entered into a memorandum of understanding with Sichuan Renzhi Oilfield Technology Services Co. Ltd., a corporation incorporated under the laws of the People’s Republic of China and traded on the Shenzhen Stock Exchange (“Renzhi”), which is memorialized in a Framework Agreement for Acquisition and Cooperation (the “MOU”). The MOU sets forth a framework for (i) the sale by the Company,and the purchase by Renzhi, of PO1, LLC (“PO1”), a wholly-owned subsidiary of the Company, which owns 51% of the issued and outstanding membership interests of Spyglass Energy Group, LLC (“Spyglass”), the owner of oil and gas leases, leaseholds, lands, and options and concessions thereto, located in Osage County, Oklahoma; and (ii) the joint development by the Company and Renzhi of oil and gas technology and properties (collectively, the “Transactions”), with an aggregate investment by Renzhi to the Company in the amount of $87,500,000.

 

The Company and Renzhi intend to enter into one or more definitive agreements to effectuate the terms of the MOU. The execution of definitive documentation with respect to the Transactions remains subject to additional negotiations between the parties, further due diligence, Renzhi obtaining financing in order to comply with its obligations, and applicable Chinese regulatory approvals. There can be no assurance that definitive documentation for the Transactions will be entered into by the parties or that the Transactions will close.

Significant Accounting Policies (Policies)

v2.4.0.8
Significant Accounting Policies (Policies)
12 Months Ended
Apr. 30, 2014
Accounting Policies [Abstract]  
Use of Estimates

(a)   Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include volumes of oil and natural gas reserves, abandonment obligations, impairment of oil and natural gas properties, depreciation and accretion, income taxes, fair value of financial instruments, and contingencies.

 

Oil and gas proven reserve estimates, which are the basis for unit-of-production depletion and the full cost ceiling test, have a number of inherent uncertainties. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing, and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. In addition, reserve estimates are vulnerable to changes in prices of crude oil and gas. Such prices have been volatile in the past and can be expected to be volatile in the future. As of April 30, 2014 and 2013, the Company had no estimated proven reserves.

Cash and Cash Equivalents

(b)   Cash and Cash Equivalents:

 

Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased to be cash equivalents. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits.

Oil and Gas Operations

(c)   Oil and Gas Operations:

 

Oil and Gas Properties: The Company uses the full-cost method of accounting for its exploration and development activities. Under this method of accounting, the costs of both successful and unsuccessful exploration and development activities are capitalized as oil and gas property and equipment. Proceeds from the sale or disposition of oil and gas properties are accounted for as a reduction to capitalized costs unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country, in which case a gain or loss would be recognized in the statement of operations. All of the Company’s oil and gas properties are located within the continental United States, its sole cost center.

 

Oil and gas properties may include costs that are excluded from costs being depleted. Oil and gas costs excluded represent investments in unproved properties and major development projects in which the Company owns a direct interest. These unproved property costs include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests and in process exploration drilling costs. All costs excluded are reviewed at least annually to determine if impairment has occurred.

 

The Company accounts for its unproven long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company performed a comparable study of unproven long-lived assets as of April 30, 2013 and determined that none of its long-term assets at April 30, 2013 were impaired. As of April 30, 2014, management performed a third party study of the oil and gas assets. Management concluded that the Montana assets was impaired by $75,000 and the Kansas assets were impaired by $4,638,973. The Company recorded a $4,713,973 impairment to the statement of operations during the year ended April 30, 2014.

 

Proved Oil and Gas Reserves: In accordance with Rule 4-10 of SEC Regulation S-X, proved oil and gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. All the oil and gas properties with proven reserves were impaired to the salvage value prior to the merger. The price used to establish economic producibility is the average price during the 12-month period preceding the end of the entity’s fiscal year and calculated as the un-weighted arithmetic average of the first-day-of-the-month price for each month within such 12-month period.

 

Depletion, Depreciation and Amortization: Depletion, depreciation and amortization is provided using the unit-of-production method based upon estimates of proved oil and gas reserves with oil and gas production being converted to a common unit of measure based upon their relative energy content. For the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012, all oil and gas reserves were classified as unproven. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is deducted from the capitalized costs to be amortized. Once the assessment of unproved properties is complete and when major development projects are evaluated, the costs previously excluded from amortization are transferred to the full cost pool and amortization begins. The amortizable base includes estimated future development costs and, where significant, dismantlement, restoration and abandonment costs, net of estimated salvage value.

 

In arriving at rates under the unit-of-production method, the quantities of recoverable oil and natural gas reserves are established based on estimates made by the Company’s geologists and engineers which require significant judgment, as does the projection of future production volumes and levels of future costs, including future development costs. In addition, considerable judgment is necessary in determining when unproved properties become impaired and in determining the existence of proved reserves once a well has been drilled. All of these judgments may have significant impact on the calculation of depletion expenses. There have been no material changes in the methodology used by the Company in calculating depletion, depreciation and amortization of oil and gas properties under the full cost method during the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012.

Asset Retirement Obligations

(d)   Asset Retirement Obligations:

 

The Company recognizes a liability for the estimated fair value of site restoration and abandonment costs when the obligations are legally incurred and the fair value can be reasonably estimated. The fair value of the obligations is based on the estimated cash flow required to settle the obligations discounted using the Company’s credit adjusted risk-free interest rate. The obligation is recorded as a liability with a corresponding increase in the carrying amount of the oil and gas assets. The capitalized amount will be depleted on a unit-of-production method. The liability is increased each period, or accretes, due to the passage of time and a corresponding amount is recorded in the statement of operations.

 

Revisions to the estimated fair value would result in an adjustment to the liability and the capitalized amount in oil and gas assets.

Oil and Gas Revenue

(e)   Oil and Gas Revenue:

 

Sales of oil and gas, net of any royalties, are recognized when oil has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured, and the sales price is fixed or determinable. The Company sells oil and gas on a monthly basis. Virtually all of its contracts’ pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, the quality of the oil and gas, and prevailing supply and demand conditions, so that the price of the oil and gas fluctuates to remain competitive with other available oil supplies.

Stock-Based Compensation:

(f)   Stock-Based Compensation:

 

Generally, all forms of stock-based compensation, including stock option grants, warrants, and restricted stock grants are measured at their fair value utilizing an option pricing model on the award’s grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from stock-based compensation are recorded as general and administrative expenses in the consolidated statement of operations, depending on the nature of the services provided.

Income Taxes

(g)   Income Taxes:

 

Prior to the Share Exchange, Petro was not subject to income taxes in any jurisdiction. The members of Petro were responsible for the tax liability, if any, related to Petro’s taxable income. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements. The Petro members have concluded that Petro was a pass-through entity and there were no uncertain tax positions that would require recognition in the consolidated financial statements. If Petro were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. For the year ended April 30, 2014, the four month period ended April 30, 2013 and the period February 2, 2012 (commencement of operations) to December 31, 2012, no interest and penalties were required to be recorded. The Members’ conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. At the time of the share exchange, all undistributed losses were closed to additional paid in capital.

 

Subsequent to the Share Exchange, the Company applies the elements of ASC 740-10 “Income Taxes — Overall” regarding accounting for uncertainty in income taxes. This clarifies the accounting for uncertainty in income taxes recognized in consolidated financial statements and requires the impact of a tax position to be recognized in the consolidated financial statements if that position is more likely than not of being sustained by the taxing authority. As of April 30, 2014 and 2013, the Company did not have any unrecognized tax benefits. The Company does not expect that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. The Company’s federal and state income tax returns are subject to examination by tax authorities beginning with the tax year ended April 30, 2009.

 

The Company operates in Kansas, Texas and Missouri. The Company accounts for any tax penalties and interest as general and administrative expenses.

   

Deferred taxes are computed based on the tax liability or benefit in future years of the reversal of temporary differences in the recognition of income or deduction of expenses between financial and tax reporting purposes. The net difference, if any, between the provision for taxes and taxes currently payable is reflected in the balance sheet as deferred taxes. Deferred tax assets and/or liabilities, if any, are classified as current and non-current based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Valuation allowances are recorded to reduce deferred tax assets to that amount which is more likely than not to be realized.

Per Share Amounts

(h)   Per Share Amounts:

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended April 30, 2014, the four month period ended April 30, 2013, and the period February 2, 2012 (commencement of operations) to December 31, 2012 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at April 30, 2014, April 30, 2013 and December 31, 2012:

 

As at   April 30, 2014     April 30, 2013     December 31, 2012  
Stock Options     88,038,281       290,000       -  
Stock Purchase Warrants     40,625,000       -       -  
Compensation Warrants     -       230,000       -  
      128,663,281       520,000       -  

Fair Value of Financial Instruments

(i)   Fair Value of Financial Instruments:

 

All financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and accounts payable and accrued expenses are to be recognized on the consolidated balance sheet initially at carrying value. The carrying value of these assets approximates their fair value due to their short-term maturities.

 

At each balance sheet date, the Company assesses financial assets for impairment with any impairment recorded in the consolidated statement of operations. To assess loans and receivables for impairment, the Company evaluates the probability of collection of accounts receivable and records an allowance for doubtful accounts, which reduces loans and receivables to the amount management reasonably believes will be collected. In determining the amount of the allowance, the following factors are considered: the length of the time the receivable has been outstanding, specific knowledge of each customer’s financial condition and historical experience.

 

Market risk is the risk that changes in commodity prices will affect the Company’s oil sales, cash flows or the value of its financial instruments. The objective of commodity price risk management is to manage and control market risk exposures within acceptable limits while maximizing returns.

 

The Company is exposed to changes in oil prices which impact its revenues and to changes in natural gas process which impact its operating expenses.

 

The Company does not utilize financial derivatives or other contracts to manage commodity price risks.

   

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

 

Fair value measurements are categorized using a valuation hierarchy for disclosure of the inputs used to measure fair value, which prioritize the inputs into three broad levels:

 

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date, and include those financial instruments that are valued using models or other valuation methodologies.

 

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Subsequent Events

(j)   Subsequent Events:

 

The Company evaluates subsequent events through the date when the consolidated financial statements are issued.

Recent Accounting Pronouncements

(k)   Recent Accounting Pronouncements:

 

In July 2013, the FASB issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” Under this new guidance, companies must present this unrecognized tax benefit in the financial statements as a reduction to deferred tax assets created by net operating losses or other tax credits from prior periods that occur in the same taxing jurisdiction. If the unrecognized tax benefit exceeds such credits it should be presented in the financial statements as a liability. This update is effective for annual and interim reporting periods for fiscal years beginning after December 15, 2013. The Company is currently evaluating the effects of ASU 2013-11 on the consolidated financial statements.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. Amendments in this ASU create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. The amendments in this ASU are effective for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This ASU is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Significant Accounting Policies (Tables)

v2.4.0.8
Significant Accounting Policies (Tables)
12 Months Ended
Apr. 30, 2014
Accounting Policies [Abstract]  
Schedule of Common Stock Equivalents

The Company had the following common stock equivalents at April 30, 2014, April 30, 2013 and December 31, 2012:

 

As at   April 30, 2014     April 30, 2013     December 31, 2012  
Stock Options     88,038,281       290,000       -  
Stock Purchase Warrants     40,625,000       -       -  
Compensation Warrants     -       230,000       -  
      128,663,281       520,000       -  

Reverse Acquisition (Tables)

v2.4.0.8
Reverse Acquisition (Tables)
12 Months Ended
Apr. 30, 2014
Business Combinations [Abstract]  
Schedule of Purchase Price Allocation

Purchase price allocation        
Prepaid expenses   $ 104,556  
Property and equipment     4,538  
Oil and gas assets     1,093,991  
Accounts payable and accrued expenses     (563,424 )
Asset retirement obligations   $ (615,784 )
         
Net assets acquired   $ 23,877  
         
Consideration for net assets acquired   $ 1,117,404  
Excess purchase price   $ 1,093,527  

Schedule of Pro Forma Operation Results

    April 30, 2013     December 31, 2012  
Revenues   $ 184,676       16,901  
Net loss     (2,276,797 )     (2,216,470 )
Loss per share of common stock     (0.00 )     (0.00 )
Basic and diluted     737,117,746       737,117,746  

Oil and Gas Assets (Tables)

v2.4.0.8
Oil and Gas Assets (Tables)
12 Months Ended
Apr. 30, 2014
Extractive Industries [Abstract]  
Schedule of Oil and Gas Assets

The following table summarizes the oil and gas assets by project:

 

Cost   Missouri     Kentucky     Montana     Kansas     Other     Total  
Balance, February 2, 2012   $ -     $ -     $ -     $ -     $ -     $ -  
Additions     -       -       -       12,191,965       -       12,191,965  
Asset retirement obligations     -       -       -       143,035       -       143,035  
Depreciation and amortization     -       -       -       (80,481 )     -       (80,481 )
Balance December 31, 2012     -       -       -       12,254,519       -       12,254,519  
Assets acquired in reverse merger     918,991       -       75,000       -       100,000       1,093,991  
Additions     -       -       -       98,764       -       98,764  
Excess purchase price paid     1,093,527       -       -       -       -       1,093,527  
Impairment of excess purchase price     (1,093,527 )     -       -       -       -       (1,093,527 )
Depreciation and amortization     -       -       -       (24,185 )     -       (24,185 )
Balance April 30, 2013     918,991       -       75,000       12,329,098       100,000       13,423,089  
Additions                             327,002               327,002  
Impairment of oil and gas assets     -       -       (75,000 )     (4,638,973 )     -       (4,713,973 )
Depreciation and amortization     -       -       -       (94,526 )     -       (94,526 )
                                                 
Balance April 30, 2014   $ 918,991     $ -     $ -     $ 7,922,601     $ 100,000     $ 8,941,592  

Asset Retirement Obligations (Tables)

v2.4.0.8
Asset Retirement Obligations (Tables)
12 Months Ended
Apr. 30, 2014
Asset Retirement Obligation Disclosure [Abstract]  
Schedule of Changes to Asset Retirement Obligation

Changes to the asset retirement obligation were as follows:

 

    April 30, 2014     April 30, 2013  
Balance, beginning of period   $ 763,036     $ 143,035  
Additions     -       615,784  
Disposition     -       -  
Revisions     -       -  
Accretion     54,974       4,217  
      818,010       763,036  
Less: Current portion for cash flows expected to be incurred within one year     (481,658 )     (213,302 )
Long-term portion, end of period   $ 336,352     $ 549,734  

Schedule of Expected Timing of Asset Retirement Obligations

Expected timing of asset retirement obligations:

 

Year Ending April 30,        
2015       481,658  
2016       81,181  
2017       212,000  
2018       -  
2019       -  
Thereafter       312,453  
        1,087,292  
Effect of discount       (269,282 )
Total     $ 818,010  

Stock Options (Tables)

v2.4.0.8
Stock Options (Tables)
4 Months Ended
Apr. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of Changes in Stock Options

The following table summarizes information about the options outstanding and exercisable at April 30, 2014:

 

    Options     Weighted Average
Exercise Prices
 
             
Outstanding, February 2, 2012     -       -  
Granted     -       -  
Expired     -       -  
Forfeited     -       -  
Outstanding, December 31, 2012     -       -  
Granted/Acquired in reverse merger     290,000       0.50  
Granted     -       -  
Expired     -       -  
Forfeited     -       -  
Outstanding – April 30, 2013     290,000     $ 0.50  
Exercisable – April 30, 2013     290,000     $ 0.50  
Granted     87,938,281     $ 0.06  
Exercised     -     $ -  
Forfeited/Cancelled     (190,000 )   $ 0.50  
Outstanding April 30, 2014     88,038,281     $ 0.06  
Exercisable – April 30, 2014     24,204,947     $ 0.06  
                 
Outstanding - Aggregate Intrinsic Value           $ 437,365  
                 
Exercisable - Aggregate Intrinsic Value           $ 118,199  

Summary of Options Outstanding and Exercisable

The following table summarizes information about the options outstanding and exercisable at April 30, 2014:

 

        Options Outstanding     Options Exercisable
Exercise Price        Options     Weighted Avg.
Life Remaining
    Weighted Avg.
Exercise Price
     Options   Weighted Avg.
Exercise Price
$ 0.50       100,000       0.00 years     $ 0.50       100,000   $ 0.50
$ 0.22       465,116       0.01 years     $ 0.22       465,116   $ 0.22
$ 0.06       87,473,165       9.43 years     $ 0.06       23,639,831   $ 0.06
                                         
Aggregate Intrinsic Value             $ 437,365           $ 118,199

Summary of Warrants Outstanding and Exercisable

    Number of
 Warrants
    Weighted
Average
Exercise Price
    Weighted
Average Life
Remaining
 
Outstanding and exercisable, February 2, 2012     -       -       -  
Granted     -       -       -  
Outstanding and exercisable – December 31, 2012     -       -       -  
Acquired in reverse merger     230,000       0.50       0.65  
Outstanding and exercisable – April 30, 2013     230,000       0.50       0.65  
Forfeited     (230,000 )     -       -  
Granted     40,625,000       0.14       1.62  
Outstanding and exercisable – April 30, 2014     40,625,000       0.14       1.62  

Segment Information (Tables)

v2.4.0.8
Segment Information (Tables)
12 Months Ended
Apr. 30, 2014
Segment Reporting [Abstract]  
Schedule of Segment Information

Petro presently has one reportable business segment, that being oil and gas exploration and exploitation. Petro’s corporate and administrative operations are conducted in both Canada and the United States, while predominantly all of the oil and gas properties and operations are located in the United States.

 

    Year ended April 30, 2014  
    Canada     USA     Consolidated  
Revenue   $ -     $ 372,179     $ 372,179  
Expenses     -       (9,325,708 )     (9,325,708 )
Net loss     -       (8,953,529 )     (8,953,529 )
Oil and gas assets     100,000       8,841,592       8,941,592  
Property and equipment     -       930       930  

 

    Four Month Period ended April 30, 2013  
    Canada     USA     Consolidated  
Revenue   $ -     $ 184,676     $ 184,676  
Expenses     -       (2,504,410 )     (2,504,410 )
Net loss     -       (2,319,734 )     (2,319,734 )
Oil and gas assets     100,000       13,323,089       13,423,089  
Property and equipment     -       4,538       4,538  
Oil and gas asset additions (reverse merger)     100,000       993,991       1,093,991  
Oil and gas asset impairment     -       -       -  
Property and equipment additions (reverse merger)     -       4,538       4,538  

   

    Period February 2, 2012
(Commencement of Operations)
to December 31, 2012
 
    Canada     USA     Consolidated  
Revenue   $ -     $ 16,901     $ 16,901  
Expenses     -       (1,932,518 )     (1,932,518 )
Net loss     -       (1,915,617 )     (1,915,617 )
Oil and gas assets     -       12,254,519       12,254,519  
Property and equipment     -       -       -  
Oil and gas additions     -       12,254,519       12,254,519  
Oil and gas impairment     -       -       -  
Property and equipment additions     -       -       -  

Income Taxes (Tables)

v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Apr. 30, 2014
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Taxes Expense (Benefits)

The income tax expense (benefit) consists of the following:

 

    For the year ended
April 30, 2014
    For the period
January 1, 2013 to
April 30, 2013
    For the period
February 2, 2012 (Commencement
of operations) to
December 31, 2012
 
Foreign                        
Current   $ -     $ -     $ -  
Deferred     -       (562,868 )     -  
U.S. Federal                        
Current     -       -       -  
Deferred     (3,373,053 )     22,735,263          
                         
U.S. State & Local                        
Current     -       -       -  
Deferred     (458,338 )     2,758,372       -  
                         
Change in valuation allowance     3,831,391       (24,930,767 )        
Income tax provision (benefit)   $ -     $ -     $ -  

Schedule of Deferred Tax Assets and Liabilities

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

 

    April 30, 2014     April 30, 2013     December 31, 2012  
                   
U.S. Net operating loss carryovers   $ 2,473,922     $ 1,203,780     $ -  
Depreciation     16,897,095       15,017,106       -  
Accretion of asset retirement obligation     315,915       214,638       -  
Stock-based compensation     579,982       -       -  
Total deferred tax assets   $ 20,266,915     $ 16,435,524       -  
Valuation allowance     (20,266,915 )     (16,435,524 )     -  
Deferred tax asset, net of valuation allowance   $ -     $ -     $ -  

Schedule of Expected Tax Expense (Benefits) Reconciliation

The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows:

 

    For the year ended
April 30, 2014
    For the period from
January 1, 2013 to
April 30, 2013
    For the period from
February 2, 2012
(Commencement of operations) to
December 31, 2012
 
                   
U.S. federal statutory rate     (34.00 )%     (34.00 )%     (34.00 )%
State income tax, net of federal benefit     (4.62 )%     (4.13 )%     - %
Impairment of excess purchase price     - %     17.97 %     - %
Non-taxable flow through loss from Petro     - %     12.75 %     34.00 %
Section 382 NOL impairment     - %     1098.96 %     - %
Foreign deferred tax write down     - %     (24.26 )%     - %
Other permanent differences     (4.17 )%     7.44       - %
Change in valuation allowance     42.79 %     (1074.73 )%     - %
Income tax provision (benefit)     0.00 %     0.00 %     0.00 %

Contingency and Contractual Obligations (Tables)

v2.4.0.8
Contingency and Contractual Obligations (Tables)
12 Months Ended
Apr. 30, 2014
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Contractual Lease Obligations for Fiscal Years

The landlord previously also asserted that the Company would be liable for an amount up to the full lease obligation of $1,596,329 which otherwise would have been due as follows:

 

Year Ended April 30        
2011     $ 473,055  
2012       473,055  
2013       473,055  
2014       177,164  
Total     $ 1,596,329  

Organization and Liquidity (Details Narrative)

v2.4.0.8
Organization and Liquidity (Details Narrative) (USD $)
4 Months Ended 12 Months Ended
Apr. 30, 2013
Apr. 30, 2014
acre
Dec. 31, 2012
Feb. 01, 2012
Cash paid for purchase assets $ 2,000,000      
Non-Managing membership interest 25.00%      
Land subject to leases, gross   115,000    
Land subject to leases, net   85,000    
Value of leased land   12,200,000    
Number of stock newly issued during the period   591,021,011    
Working capital deficiency   7,500,000    
Cash and cash equivalents $ 5,703,082 $ 8,352,949 $ 6,472,094   
Petro [Member]
       
Percentage of ownership interest   100.00%    
Petro's Former's Holder [Member]
       
Percentage of ownership interest   80.00%    

Significant Accounting Policies (Details Narrative)

v2.4.0.8
Significant Accounting Policies (Details Narrative) (USD $)
4 Months Ended 11 Months Ended 12 Months Ended
Apr. 30, 2013
Dec. 31, 2012
Apr. 30, 2014
Amount of estimated proven reserves        
Impairment of oil and gas assets       4,713,973
Unrecognized tax benefits        
Montana [Member]
     
Impairment of oil and gas assets     75,000
Kansas [Member]
     
Impairment of oil and gas assets     $ 4,638,973

Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)

v2.4.0.8
Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)
Apr. 30, 2014
Apr. 30, 2013
Dec. 31, 2012
Common stock equivalent shares 128,633,281 520,000   
Stock Options [Member]
     
Common stock equivalent shares 88,038,281 290,000   
Stock Purchase Warrants [Member]
     
Common stock equivalent shares 40,625,000      
Compensation Warrants [Member]
     
Common stock equivalent shares    230,000   

Reverse Acquisition (Details Narrative)

v2.4.0.8
Reverse Acquisition (Details Narrative) (USD $)
12 Months Ended
Apr. 30, 2014
Business Combinations [Abstract]  
Common stock maintained by the existing shareholders 146,096,735
Percentage of outstanding common shares held by existing shareholders 20.00%
Aggregate fair value of market shares 1,117,404
Percentage of market capitalization consider for aggregate value of market shares 20.00%
Excess purchase price $ 1,093,527

Reverse Acquisition - Schedule of Purchase Price Allocation (Details)

v2.4.0.8
Reverse Acquisition - Schedule of Purchase Price Allocation (Details) (USD $)
Apr. 30, 2014
Business Combinations [Abstract]  
Prepaid expenses $ 104,556
Property and equipment 4,538
Oil and gas assets 1,093,991
Accounts payable and accrued expenses (563,424)
Asset retirement obligations (615,784)
Net assets acquired 23,877
Consideration for net assets acquired 1,117,404
Excess purchase price $ 1,093,527

Reverse Acquisition - Schedule of Pro Forma Operation Results (Details)

v2.4.0.8
Reverse Acquisition - Schedule of Pro Forma Operation Results (Details) (USD $)
4 Months Ended 11 Months Ended
Apr. 30, 2013
Dec. 31, 2012
Business Combinations [Abstract]    
Revenues $ 184,676 $ 16,901
Net loss $ (2,276,797) $ (2,216,470)
Loss per share of common stock $ 0.00 $ 0.00
Basic and diluted 737,117,746 737,117,746