UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K /A

Amendment No. 1


(MARK ONE)


þ  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended September 30, 2015


or


o  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _________ to _________


Commission File Number: 0-55072


FIRST TITAN CORP.

(Exact name of registrant as specified in its charter)


Nevada

 

27-3480481

(State or other jurisdiction of Incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

500 North Rainbow Boulevard, Suite 300
Las Vegas, Nevada

 

89107

(Address of principal executive offices)

 

(Zip code)


Registrant’s telephone number, including area code: 702-448-8148


Securities registered pursuant to Section 12(g) of the Act:


Title of Each Class

 

Name of Each Exchange on which Registered

Common stock, $0.001 par value

 

OTC Markets QB


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o



Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes þ No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


 

Large accelerated filer

o

Accelerated filer

o

 

Non-accelerated filer

o

Smaller reporting company

þ

 

(Do not check is smaller reporting company)

 

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ


The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, March 31, 2015 was $507,656.


There were 9,738,543 shares of the Registrant’s common stock outstanding as of January 11, 2016.



EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2015 (“Form 10-K”) is to submit Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Form 10-K for the year ended September 30, 2015, filed with the Securities and Exchange Commission on January 13, 2016.


Additionally, we are filing our State of Nevada Bylaws as Exhibit 3.2.



PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

3.1

Articles of Incorporation (1)

 

 

3.2

State of Nevada Bylaws (3)

 

 

21

Subsidiaries of the Registrant (2)

 

 

31.1

Rule 13a-14(a) Certification of Chief Executive Officer (2)

 

 

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (2)

 

 

101

XBRL Interactive Data (3),(4)

______________

 

(1)

Incorporated by reference to our DEF-14A filed with the Securities and Exchange Commission on April 8, 2015.

 

 

(2)

Previously filed or furnished herewith.

 

 

(3)

Filed or furnished herewith.

 

 

(4)

In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

 

First Titan Corp.

 

 

 

 

Date: January 22 , 2016

BY: /s/ Sydney Jim

 

Sydney Jim

 

Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Finance and Accounting Officer and Sole Director

 

- 3 -




Exhibit 3.2


FIRST TITAN CORP.

A Nevada Corporation


BYLAWS


ARTICLE I

Principal Executive Office


The principal office of the Corporation shall be located at 495 Grand Boulevard, Suite 206, Miramar Beach, Florida 32550. The Board of Directors shall have the power and discretion to change from time to time the location of the principal office of the Corporation.


ARTICLE II

Stockholders


Section 1. Place of Meetings. All annual and special meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place within or without the State of Nevada as the board of directors may determine and as designated in the notice of such meeting.


Section 2. Annual Meeting. A meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually at such date and time as the board of directors may determine; provided however, the annual meeting shall be held as closely as practicable in the same month of each year.


Section 3. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the board of directors of the Corporation, or by a committee of the board of directors which has been duly designated by the board of directors and whose powers and authorities, as provided in a resolution of the board of directors or in these bylaws of the Corporation, include the power and authority to call such meetings but such special meetings may not be called by another person or persons.


Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with these bylaws or as otherwise prescribed by the board of directors. The chairman or the chief executive officer of the Corporation shall preside at such meetings.


Section 5. Notice of Meeting. Written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be mailed by the secretary or the officer performing his duties, not less than ten days nor more than sixty days before the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books or records of the Corporation as of the record date prescribed in Section 6, with postage thereon prepaid. If a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. When any stockholders’ meeting, either annual or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than thirty days or of the business to be transacted at such adjourned meeting, other than an announcement at the meeting at which such adjournment is taken.


Section 6. Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of stockholders. Such date in any case shall be not more than sixty days, and in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken.


When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.


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Nevada Bylaws – First Titan Corp.


Section 7. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten days before each meeting of stockholders, a complete record of the stockholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. The record, for a period of ten days before such meeting, shall be kept on file at the principal executive office of the Corporation, whether within or outside the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such record or transfer books or to vote at any meeting of stockholders.


Section 8. Quorum. One-third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than one-third of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.


Section 9. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the stockholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid after six months from the date of its execution unless otherwise provided in the proxy.


Section 10. Voting. At each election for directors every stockholder entitled to vote at such election shall be entitled to one vote for each share of stock held. Unless otherwise provided by the Articles of Incorporation, by statute, or by these bylaws, a majority of those votes cast by stockholders at a lawful meeting shall be sufficient to pass on a transaction or matter, except in the election of directors, which election shall be determined by a plurality of the votes of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors.


Section 11. Voting of Shares in the Name of Two or More Persons. When ownership of stock stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, at any meeting of the stockholders of the Corporation any one or more of such stockholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose name shares of stock stand, the vote or votes to which these persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.


Section 12. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.


A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred.


Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.


Section 13. Inspectors of Election. In advance of any meeting of stockholders, the chairman of the board or the board of directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If the board of directors so appoints either one or three inspectors, that appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board may make such appointment at the meeting. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment in advance of the meeting or at the meeting by the chairman of the board or the president.


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Nevada Bylaws – First Titan Corp.



Unless otherwise prescribed by applicable law, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all stockholders.


Section 14. Nominating Committee.  The board of directors or a committee appointed by the board of directors shall act as nominating committee for selecting the management nominees for election as directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least twenty days prior to the date of the annual meeting. Provided such committee makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by stockholders are made in writing and delivered to the secretary of the Corporation in accordance with the provisions of the Corporation’s articles of incorporation.  


Section 15. New Business.  Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Corporation in accordance with the provisions of the Corporation’s articles of incorporation.  This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees, but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as provided in the Corporation’s articles of incorporation.  


ARTICLE III

Board of Directors


Section 1. General Powers. The business and affairs of the Corporation shall be under the direction of its board of directors. The chairman shall preside at all meetings of the board of directors.


Section 2. Number, Term and Election. The number of directors of the Corporation shall be such number, not less than one nor more than 15, as shall be provided from time to time in a resolution adopted by the board of directors, provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director, and provided further that no action shall be taken to decrease or increase the number of directors from time to time unless at least two-thirds of the directors then in office shall concur in said action. The terms of the Directors shall be for one (1) year. Despite the expiration of his or her term, a Director will continue to serve until his or her successor is elected and qualified. A member of the board of directors shall be eligible to run for a new term on the board of directors immediately after the expiration of his or her previous term. Vacancies in the board of directors of the Corporation, however caused, and newly created directorships shall be filled by a vote of two-thirds of the directors then in office, whether or not a quorum, and any director so chosen shall hold office for a term expiring at the next annual meeting of stockholders.


Section 3. Removal of Directors . Notwithstanding any other provision of these bylaws of this Corporation, any director or all the directors of a single class (including the entire board of directors) of the Corporation may be removed, at any time, but only by the affirmative vote or consent of the holders of at least 2/3ds of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).  Notwithstanding the foregoing, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the preceding provisions of this Section 3 shall not apply with respect to the director or directors elected by such holders of preferred stock.


Section 4. Regular Meetings. A regular meeting of the board of directors shall be held at such time and place as shall be determined by resolution of the board of directors without other notice than such resolution.


Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman, the chief executive officer or one-third of the directors. The person calling the special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by such persons.


Members of the board of the directors may participate in special meetings by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person.


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Nevada Bylaws – First Titan Corp.


Section 6. Other Meetings/Notice . Other meetings of the Board of Directors for any purpose or purposes may be held at any time upon call by the President or, if the President is absent or unable to or refuses to act, by one Director. Such meetings may be held at any place within or without the State of Nevada as may be designated from time to time by resolution of the Board or by written consent of all members of the Board.


Written notice of the time and place of other meetings shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charges prepaid, addressed to the Director at the Director’s address as it is shown upon the records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States Mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is personally delivered, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing or delivery as above provided shall constitute due, legal and personal notice to such Director.


Section 7. Quorum. A majority of the number of directors fixed by Section 2 shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.


Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by these bylaws, the Articles of Incorporation, or the Nevada Revised Statutes.


Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.


Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Corporation addressed to the chairman. Unless otherwise specified therein such resignation shall take effect upon receipt thereof by the chairman.


Section 11. Vacancies. Any vacancy occurring on the board of directors shall be filled by the affirmative vote of a majority of the directors then in office or by election at an annual meeting or at a special meeting of the stockholders held for that purpose. Any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office or by election at an annual meeting or at a special meeting of the stockholders held for that purpose. The term of such director shall be in accordance with the provisions of the Corporation’s Articles of Incorporation.


Section 12. Removal of Directors . Any director or the entire board of directors may be removed by vote of ninety percent (90%) of the outstanding shares entitled to vote whenever, in the judgment of the stockholders, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.


Section 13. Compensation. Directors, as such, may receive compensation for service on the board of directors. Members of either standing or special committees may be allowed such compensation as the board of directors may determine.


Section 14. Age Limitation. No person 80 years or more of age shall be eligible for election, reelection, appointment or reappointment to the board of the Corporation. No director shall serve as such beyond the annual meeting of the Corporation immediately following the director becoming 80 years of age. This age limitation does not apply to an advisory director.


ARTICLE IV

Committees of the Board of Directors


The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, as they may determine to be necessary or appropriate for the conduct of the business of the Corporation, and may prescribe the duties, constitution and procedures thereof. Each committee shall consist of one or more directors of the Corporation appointed by the chairman. The chairman may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.


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Nevada Bylaws – First Titan Corp.


The chairman shall have power at any time to change the members of, to fill vacancies in, and to discharge any committee of the board. Any member of any such committee may resign at any time by giving notice to the Corporation; provided, however, that notice to the board, the chairman of the board, the chief executive officer, the chairman of such committee, or the secretary shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any member of any such committee may be removed at any time, either with or without cause, by the affirmative vote of a majority of the authorized number of directors at any meeting of the board called for that purpose.


ARTICLE V

Officers


Section 1. Positions. The officers of the Corporation shall be a chairman, a president, one or more vice presidents, a secretary and a treasurer, each of whom shall be elected by the board of directors. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.


Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The board of directors may authorize the Corporation to enter into an employment contract with any officer in accordance with state law; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.


Section 3. Removal. Any officer may be removed by vote of two-thirds of the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.


Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.


Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.


Section 6. Age Limitation. No person 80 or more years of age shall be eligible for election, reelection, appointment or reappointment as an officer of the Corporation. No officer shall serve beyond the annual meeting of the Corporation immediately following the officer becoming 80 or more years of age.


ARTICLE VI

Contracts, Loans, Checks and Deposits


Section 1. Contracts. To the extent permitted by applicable law, and except as otherwise prescribed by the Corporation’s Articles of Incorporation or these bylaws with respect to certificates for shares, the board of directors or the executive committee may authorize any officer, employee, or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.


Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.


Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one or more officers, employees or agents of the Corporation in such manner, including in facsimile form, as shall from time to time be determined by resolution of the board of directors.


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Nevada Bylaws – First Titan Corp.


Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any of its duly authorized depositories as the board of directors may select.


ARTICLE VII

Certificates for Shares and Their Transfer


Section 1. Certificates for Shares. The shares of the Corporation shall be represented by certificates signed by the chairman of the board of directors or the president or a vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. If any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.


Section 2. Form of Share Certificates. All certificates representing shares issued by the Corporation shall set forth upon the face or back that the Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.


Each certificate representing shares shall state upon the face thereof: that the Corporation is organized under the laws of the State of Nevada; the name of the person to whom issued; the number and class of shares, the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, or a statement that the shares are without par value. Other matters in regard to the form of the certificates shall be determined by the board of directors.


Section 3. Payment for Shares . No certificate shall be issued for any share until such share is fully paid.


Section 4. Form of Payment for Shares. The consideration for the issuance of shares shall be paid in accordance with the  provisions of the Corporation’s Articles of Incorporation.


Section 5. Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only to the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Corporation. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.


Section 6. Lost Certificates. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.


ARTICLE VIII

Fiscal Year; Annual Audit


The fiscal year of the Corporation shall end on the last day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the board of directors.


ARTICLE IX

Dividends


Dividends upon the stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in the Corporation’s own stock.


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Nevada Bylaws – First Titan Corp.


ARTICLE X

Corporation Seal


The corporate seal of the Corporation shall be in such form as the board of directors shall prescribe.


ARTICLE XI

Amendments


In accordance with the Corporation’s Articles of Incorporation, these bylaws may be repealed, altered, amended or rescinded by the stockholders of the Corporation only by vote of not less than 66 2/3rds% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, the board of directors may repeal, alter, amend or rescind these bylaws by vote of four-fifths of the board of directors at a legal meeting held in accordance with the provisions of these bylaws.


CERTIFICATE OF SECRETARY


I hereby certify that I am the Secretary of First Titan Corp. and that the foregoing bylaws, consisting of 7 pages, constitute the bylaws of First Titan Corp. as duly adopted by resolution of the sole director of First Titan Corp. this 3rd day of December, 2014.


IN WITNESS WHEREOF, I have hereunto subscribed my name this 3rd day of December, 2014.


/s/ Sydney Jim

Sydney Jim, Secretary


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Nevada Bylaws – First Titan Corp.



v3.3.1.900
Document and Entity Information - USD ($)
 12 Months Ended
Sep. 30, 2015
Jan. 11, 2016
Mar. 31, 2015
Document And Entity Information      
Entity Registrant Name FIRST TITAN CORP.    
Entity Central Index Key 0001502152    
Trading Symbol FTTN    
Document Type 10-K    
Document Period End Date Sep. 30, 2015    
Amendment Flag false    
Current Fiscal Year End Date --09-30    
Entity a Well-known Seasoned Issuer No    
Entity a Voluntary Filer No    
Entity's Reporting Status Current Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 507,656
Entity Common Stock, Shares Outstanding   9,738,543  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2015    


v3.3.1.900
CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2015
Sep. 30, 2014
CURRENT ASSETS    
Cash and cash equivalents $ 5,687 $ 1,211
Accounts receivable and accrued revenue receivable 4,794 15,891
Prepaid expenses 699 12,160
Total current assets 11,180 29,262
Available-for-sale securities 56,279 52,379
Oil and gas properties, full cost method of accounting:    
Evaluated property, net of accumulated depletion of $111,454 and $90,880 and net of accumulated impairment of $113,974 and $80,141, respectively 54,279 95,387
Unevaluated property 200,575 300,575
Total oil and gas properties 254,854 395,962
TOTAL ASSETS 322,313 477,603
CURRENT LIABILITIES    
Accounts payable and accrued liabilities $ 130,879 245,876
Advances payable 48,000
Current portion of convertible notes payable, net of discount of $225,315 and $244,752, respectively $ 66,308 247,895
Current portion of accrued interest payable 34,643 4,319
Current portion of asset retirement obligation 15,000 14,670
Total current liabilities 246,830 560,760
Convertible notes payable, net of discount of $425,214 and $267,574, respectively 43,983 8,711
Accrued interest payable 13,004 6,964
Asset retirement obligation 5,855 5,603
TOTAL LIABILITIES 309,672 582,038
STOCKHOLDERS' EQUITY (DEFICIT)    
Common Stock, $0.001 par value; 480,000,000 shares authorized; 8,793,418 and 256,202 shares issued and outstanding at September 30, 2015 and September 30, 2014, respectively 8,793 $ 256
Series E Preferred Stock, $0.001 stated value; 20,000,000 shares authorized; 1,000,000 and no shares issued and outstanding at September 30, 2015 and September 30, 2014, respectively 1,000
Additional paid-in capital 4,424,006 $ 3,234,705
Accumulated other comprehensive income 21,279 17,379
Accumulated deficit (4,442,437) (3,356,775)
Total stockholders' equity (deficit) 12,641 (104,435)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 322,313 $ 477,603


v3.3.1.900
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Statement of Financial Position [Abstract]    
Evaluated property, accumulated depletion $ 111,454 $ 90,880
Evaluated property, accumulated impairment 113,974 80,141
Current portion of convertible notes payable, discount 225,315 244,752
Convertible notes payable, discount $ 425,214 $ 267,574
Common Stock, par value (in dollars per share) $ 0.001 $ 0.001
Common Stock, authorized 480,000,000 480,000,000
Common Stock, issued 8,793,418 256,202
Common Stock, outstanding 8,793,418 256,202
Series E Preferred Stock, stated value (in dollars per share) $ 0.001 $ 0.001
Series E Preferred Stock, authorized 20,000,000 20,000,000
Series E Preferred Stock, issued 1,000,000 0
Series E Preferred Stock, outstanding 1,000,000 0


v3.3.1.900
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Income Statement [Abstract]    
OIL AND GAS SALES, net $ 42,153 $ 97,252
OPERATING EXPENSES    
Lease operating expense 17,641 20,214
Depletion, depreciation and amortization 20,574 30,209
Accretion expense 1,547 $ 1,624
Impairment of oil and gas properties 133,833
General and administrative expenses 566,305 $ 502,772
Total operating expenses 739,900 554,819
LOSS FROM OPERATIONS (697,747) (457,567)
OTHER INCOME (EXPENSE)    
Interest expense (387,915) (787,603)
NET LOSS $ (1,085,662) $ (1,245,170)
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share) $ (0.66) $ (7.50)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted (in shares) 1,643,622 165,918


v3.3.1.900
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Consolidated Statements Of Comprehensive Income    
NET LOSS $ (1,085,662) $ (1,245,170)
Change in fair value of available-for-sale securities 3,900 17,379
Comprehensive loss $ (1,081,762) $ (1,227,791)


v3.3.1.900
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock [Member]
Series E Preferred Stock [Member]
Additional Paid In Capital [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Deficit [Member]
Total
Balance at Beginning at Sep. 30, 2013 $ 109 $ 2,356,778   $ (2,111,605) $ 245,282
Balance at Beginning (in shares) at Sep. 30, 2013 108,638          
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued for conversion of debt $ 147 590,109 590,256
Common stock issued for conversion of debt (in shares) 147,564          
Discount on convertible note payable 276,285 276,285
Imputed interest $ 11,533 11,533
Net Loss $ (1,245,170) (1,245,170)
Other comprehensive income $ 17,379 17,379
Balance at Ending at Sep. 30, 2014 $ 256 $ 3,234,705 $ 17,379 $ (3,356,775) (104,435)
Balance at Ending (in shares) at Sep. 30, 2014 256,202          
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued to related party for conversion of debt $ 7,248 137,715 144,963
Common stock issued to related party for conversion of debt (in shares) 7,248,170          
Common stock issued for conversion of debt $ 1,284 503,476 $ 504,760
Common stock issued for conversion of debt (in shares) 1,283,500          
Common stock issued for share rounding $ 5 (5)
Common stock issued for share rounding (in shares) 5,546          
Preferred stock issued for services $ 1,000 90,500 $ 91,500
Preferred stock issued for services (in shares)   1,000,000        
Discount on convertible note payable 452,590 452,590
Imputed interest $ 5,025 5,025
Net Loss $ (1,085,662) (1,085,662)
Other comprehensive income $ 3,900 3,900
Balance at Ending at Sep. 30, 2015 $ 8,793 $ 1,000 $ 4,424,006 $ 21,279 $ (4,442,437) $ 12,641
Balance at Ending (in shares) at Sep. 30, 2015 8,793,418 1,000,000        


v3.3.1.900
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical)
 12 Months Ended
May. 15, 2015
Sep. 30, 2015
Statement of Stockholders' Equity [Abstract]    
Reverse stock split, ratio 0.01 0.01
Reverse stock split, description

Each shareholder in the Florida corporation received one share in the Nevada corporation for each 100 shares they held in the Florida corporation; fractional shares were rounded up to the nearest whole share and each shareholder received at least five shares.

All share and per share amounts have been restated to reflect the split.


v3.3.1.900
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
CASH FLOW FROM OPERATING ACTIVITIES:    
Net loss $ (1,085,662) $ (1,245,170)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depletion and accretion 22,121 $ 31,833
Impairment of oil and gas properties 133,833
Amortization of discount on convertible note payable 314,387 $ 689,799
Preferred stock issued for services-related party 91,500
Imputed interest expense 5,025 $ 11,533
Changes in operating assets and liabilities:    
Accounts receivable 11,097 (5,433)
Prepaid expenses 11,461 (12,160)
Accounts payable and accrued liabilities 25,278 132,318
Accrued interest payable 68,503 86,272
NET CASH USED IN OPERATING ACTIVITIES (402,457) (311,008)
CASH FLOWS FROM INVESTING ACTIVITIES    
Investment in oil and gas properties $ (14,264) (104,814)
Purchase of available-for-sale securities (35,000)
NET CASH USED IN INVESTING ACTIVITIES $ (14,264) (139,814)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from advances 421,197 324,285
NET CASH PROVIDED BY FINANCING ACTIVITIES 421,197 324,285
NET INCREASE (DECREASE) IN CASH 4,476 (126,537)
CASH, at the beginning of the period 1,211 127,748
CASH, at the end of the period $ 5,687 $ 1,211
Cash paid during the period for:    
Interest
Taxes
Noncash investing and financing transaction:    
Refinancing of advances into convertible notes payable $ 469,197 $ 276,285
Beneficial conversion discount on convertible note payable 452,590 276,285
Conversion of convertible notes payable 649,723 590,256
Change in fair value of available-for-sale securities 3,900 $ 17,379
Convertible note payable issued to related party 140,275
Change in estimate of asset retirement obligation $ 965


v3.3.1.900
Background Information
 12 Months Ended
Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background Information

Note 1. Background Information

 

First Titan Corp., a Nevada corporation, was incorporated on September 16, 2010. Our year-end is September 30. We were formed to design and manufacture both panel and engineered/tooled custom vacuum formed instrument panels and wiring harnesses, required for the monitoring of any final product that utilizes a gas or diesel engine source. The Company is currently primarily an oil and gas exploration company.

 

On September 16, 2011, we created First Titan Energy, LLC to invest in oil and gas properties, greenfield projects and in the development of innovative exploration and production technologies.

 

On September 16, 2011, we formed a new subsidiary company, First Titan Technical, LLC, to commence business operations designing and marketing automotive electronics custom-designed for heavy-duty vehicles.

 

On May 15, 2015, we reincorporated from Florida to Nevada. As a result of the reincorporation, we effected a reverse split on June 30, 2015. Each shareholder in the Florida corporation received one share in the Nevada corporation for each 100 shares they held in the Florida corporation; fractional shares were rounded up to the nearest whole share and each shareholder received at least five shares.

 

First Titan Energy’s oil and gas development activities include the following:

 

Alabama – On May 2, 2012, we acquired a one percent working interest in one well in Little Cedar Creek Field in Alabama. This well was drilled during the fiscal year ended September 30, 2012 and we began receiving revenue during the fiscal year ended September 30, 2013. This well is located in the Little Cedar Field, Alabama’s largest producing oil field. This well is currently producing oil and natural gas from one well.

 

Louisiana – On January 3, 2012, we entered into a participation agreement in an oil and gas drilling project in Calcasieu Parish, Louisiana (the “Participation Agreement”). The South Lake Charles Prospect is located seven miles south of the city of Lake Charles, Louisiana. It is a middle Oligocene age geo-pressured prospect located in the middle and lower hackberry sands. Under the terms of the Participation Agreement, we will participate in the drilling of one well and may participate in the drilling of future wells if it chooses. We will pay 25% of the drilling cost of the first well and will receive 13.59% of the net revenue from the well. We anticipate that our share of the total drilling and completion cost of the initial well, projected to be drilled to approximately 15,500 feet, will be $3.4 million. On August 12, 2013, the Participation Agreement was amended to reduce our working interest to 1.8%. As a result, our share of the drilling cost is expected to be approximately $181,000. The Company has paid $143,264 of its share of the costs of the well to date. We will receive 1.4% of the revenue from this well. The well began being drilled during the year ended September 30, 2014. During the year ended September 30, 2015, before the completion of the well, the well was damaged by a subcontractor working on the well. The operator of the well is in arbitration with the relevant subcontractors for compensation on the damage to the well.

 

Texas – On July 7, 2013, the Company acquired a 30% working interest in the Minns Project located in Waller County, Texas. The project included three producing wells and a salt water disposal well within the Brookshire Field. This well was reworked and deepened during the year ended September 30, 2014. It is currently producing oil from one well.


v3.3.1.900
Going Concern
 12 Months Ended
Sep. 30, 2015
Going Concern  
Going Concern

Note 2. Going Concern

 

For the fiscal year ended September 30, 2015, the Company had a net loss of $1,085,662 and negative cash flow from operations of $402,457. As of September 30, 2015, the Company has negative working capital of $235,650.

 

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

 

Management has plans to address the Company’s financial situation as follows:

 

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.

 

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.


v3.3.1.900
Significant Accounting Policies
 12 Months Ended
Sep. 30, 2015
Significant Accounting Policies  
Significant Accounting Policies

Note 3. Significant Accounting Policies

 

The significant accounting policies that the Company follows are:

 

Basis of Presentation

 

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Consolidated Financial Statements

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations. Significant intercompany transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Credit Risk due to Certain Concentrations

 

We extend credit, primarily in the form of uncollateralized oil and gas sales through the operators of our working interests, to various companies in the oil and gas industry, which results in a concentration of credit risk. The concentration of credit risk may be affected by changes in economic or other conditions within our industry and may accordingly affect our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the nature of the companies to which we extend credit. For the year ended September 30, 2015, two operators accounted for 59% and 41% of our oil and gas sales. Those operators account for 63% and 37% of accounts receivable as of September 30, 2015. We did not recognize any credit losses during the year ended September 30, 2015. We have not recognized an allowance for doubtful accounts as of September 30, 2015 and 2014. All amounts receivable as of September 30, 2015 were collected subsequent to year end.

 

Cash and Cash Equivalents

 

All cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $5,687 and $1,211 at September 30, 2015 and 2014, respectively.

 

Oil and Gas Properties

 

The Company follows the full cost method of accounting for its oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing, and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil, in which case the gain or loss is recognized in the statement of operations. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration and development activities are expensed as incurred.

 

Depletion of capitalized oil and gas properties and estimated future development costs, excluding unproved properties, are based on the units-of-production method based on proved reserves. The company recognized $20,574 and $30,209 of depletion during the years ended September 30, 2015 and 2014, respectively.

 

Impairment of Oil and Gas Properties

 

Net capitalized costs of oil and gas properties, less related deferred taxes, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on unescalated prices discounted at ten percent, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any, less related income taxes. Costs in excess of the present value of estimated future net revenues as discussed above are charged to impairment expense. The Company applies the full cost-ceiling test on a quarterly basis on the date of the latest balance sheet presented. The Company recognized expense for impairment of proved properties of $133,833 during the year ended September 30, 2015 as a result of applying the full cost ceiling test. There was no impairment required to be recognized during the year ended September 30, 2014.

 

Costs associated with unevaluated properties are capitalized as oil and gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization and the full cost ceiling test. As of September 30, 2015, the Company has oil and gas properties in the amount of $200,575, which are being excluded from amortization because they have not been evaluated to determine whether proved reserves are associated with those properties. We assess all items classified as unevaluated property on at least an annual basis for inclusion in the amortization base. We assess properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization. During the years ended September 30, 2015 and 2014, costs of $100,000 and $0, respectively, were transferred to the amortization base.

 

Based on management’s review, 100% of the unproved oil and gas properties balance as of September 30, 2015 are expected to be added to amortization during the year ending September 30, 2015. The table below sets forth the cost of unproved properties excluded from the amortization base as of September 30, 2015 and notes the year in which the associated costs were incurred:

 

                                 
    Year of Acquisition      
    2012   2013   2014   2015   Total  
Acquisition costs   $ 153,264   $ 47,311   $ —   $ —   $ 200,575  
Development costs     —     —     —     —     —  
Exploration costs     —     —     —     —     —  
Total   $ 153,264   $ 47,311   $ —   $ —   $ 200,575  

 

Asset Retirement Obligation

 

We record the fair value of an asset retirement cost, and corresponding liability, as part of the cost of the related long-lived asset when the asset is placed in service. The cost is subsequently included in the amortization base and amortized over proved reserves using the units of production method. We record an asset retirement obligation to reflect our legal obligations related to future plugging and abandonment of our oil and gas wells. We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary.

 

Revenue Recognition

 

Sales of crude oil are recognized when the delivery to the purchaser has occurred and title has been transferred. This occurs when oil has been delivered to a pipeline or a tank lifting has occurred. Crude oil is priced on the delivery date based upon prevailing prices published by purchasers with certain adjustments related to oil quality and physical location.

 

Common Stock

 

The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of September 30, 2015 or September 30, 2014.

 

Earnings (Loss) per Common Share

 

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

 

In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company’s convertible debt is considered anti-dilutive due to the Company’s net loss for the years ended September 30, 2015 and 2014. As a result, the Company did not have any potentially dilutive common shares for those periods. For the years ended September 30, 2015 and 2014, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At September 30, 2015, the Company had 34,269,307 potentially issuable shares upon the conversion of convertible notes payable and interest.

 

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

 

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

     
  Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
     
  Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
  Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

 

The following table presents assets that were measured and recognized at fair value as of September 30, 2015 and September 30, 2014 and the periods then ended on a recurring and nonrecurring basis:

 

                           
September 30, 2015

Description		   Level 1   Level 2   Level 3   Total
Realized
Loss		  
Asset retirement obligation   $ —   $ —   $ 20,855   $ —  
Available for sale securities     56,279     —     —     —  
Totals   $ 56,279   $     $ 20,855   $ —  

 

                           
September 30, 2014

Description 		   Level 1   Level 2   Level 3   Total
Realized
Loss		  
Asset retirement obligation   $ —   $ —   $ 20,273   $ —  
Available for sale securities     52,379     —     —     —  
Totals   $ 52,379   $     $ 20,273   $ —  

 

Beneficial Conversion Feature

 

Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options to evaluate as to whether beneficial conversion feature exists. Pursuant to Section 470-20-30 an embedded beneficial conversion feature recognized separately under paragraph 470-20-25-5 shall be measured initially at its intrinsic value at the commitment date (see paragraphs 470-20-30-9 through 30-12) as the difference between the conversion price (see paragraph 470-20-30-5) and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. When the Company issues a debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company’s common stock and the effective conversion price of the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies of September 30, 2015 and September 30, 2014.

 

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

Subsequent events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.


v3.3.1.900
Related Party Transactions
 12 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4. Related Party Transactions

 

Convertible Notes Payable to a Related Party

 

On April 1, 2015 we issued a $140,275 convertible note to Eaton Central America, Inc. (“Eaton”), a significant shareholder in the company. On April 1, 2015 Eaton owned 47,113 shares of our common stock, which was approximately 53% of our outstanding common stock. The lender paid the note proceeds directly to one our vendors, which reduced accounts payable by the same amount. The note bore interest at 10% per year. Principal and interest were due when the noted matured on April 1, 2017. Eaton had the right to convert principal and interest into shares of common stock a rate of $0.02 per share.

 

We evaluated the terms of the notes in accordance with ASC Topic No. 815-40, Derivatives and Hedging – Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We evaluated the conversion features for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be greater than the market value of underlying common stock at the inception of the note. As a result, we determined that no beneficial conversion feature was necessary on this note.

 

On August 1, 2015, Eaton converted the entire principal and accrued interest on the convertible note into 7,248,170 shares of common stock.

 

Preferred Stock Issued to a Related Party

 

On August 3, 2015, our Board of Directors authorized issuing 1,000,000 shares of our Series E Preferred stock to Eaton Central America Inc. (“Eaton”), a significant shareholder of the Company. On that date, Eaton owned 7,295,283 of our common shares, constituting 81.42% of our common shares outstanding.

 

The Series E Preferred Stock is subordinate to our common stock. It does not receive dividends and does not participate in equity distributions. The Series E Preferred stock retained 2/3 of the voting rights in the Company.

 

We valued the Series E Preferred stock issued to Eaton at $91,500 based upon a third-party appraisal of the value of the stock issued.


v3.3.1.900
Advances from Third Parties
 12 Months Ended
Sep. 30, 2015
Advances From Third Parties  
Advances from Third Parties

Note 5. Advances from Third Parties

 

During the years ended September 30, 2015 and 2014, Vista View Ventures, Inc. advanced $421,197 and $324,285, respectively, to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same periods, the Company refinanced $469,197 and $276,285, respectively, of the advances into convertible notes payable with Vista View Ventures, Inc. As of September 30, 2015 and September 30, 2014, advances in the amount of $0 and $48,000, respectively, are included in current liabilities on the consolidated balance sheets. During the years ended September 30, 2015 and 2014, we recognized interest expense on these advances of $5,025 and $11,533, respectively.


v3.3.1.900
Income Taxes
 12 Months Ended
Sep. 30, 2015
Income Taxes  
Income Taxes

Note 6. Income Taxes

 

There is no current or deferred income tax expense or benefit for the period ended September 30, 2015.

 

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the years ended September 30, 2015 and 2014 are as follows.

 

                 
    2015     2014  
Tax benefit at U.S. statutory rate   $ 379,982     $ 112,358  
less: amortization of beneficial conversion feature     (110,035 )     —  
less: impairment of oil and gas properties     (46,842 )     —  
less: stock based expenses     (32,025 )     —  
less: valuation allowance     (191,080 )     (112,358 )
Tax benefit, net   $ —     $ —  

 

We have net operating loss carryforwards of approximately $2,052,239 as of September 30, 2015.


v3.3.1.900
Convertible Notes Payable
 12 Months Ended
Sep. 30, 2015
Convertible Notes Payable  
Convertible Notes Payable

Note 7. Convertible Notes Payable

 

Convertible notes payable consisted of the following at September 30, 2015 and September 30, 2014:

 

                 
    September 30, 2015     September 30, 2014  
Convertible note dated September 30, 2013 in the original principal amount of $528,434, maturing on September 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share.   $ 15,338     $ 492,647  
Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, maturing on June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share.     276,285       276,285  
Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing on December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share.     118,620       —  
Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing on March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share     49,190       —  
Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing on June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share     66,074       —  
Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing on September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share.     235,313       —  
Total convertible notes payable   $ 760,820     $ 768,932  
                 
Less: current portion of convertible notes payable     (291,623 )     (492,647 )
Less: discount on noncurrent convertible notes payable     (425,214 )     (267,574 )
Noncurrent convertible notes payable, net of discount   $ 43,983     $ 8,711  
                 
Current portion of convertible notes payable     291,623       492,647  
Less: discount on current convertible notes payable     (225,315 )     (244,752 )
Current portion of convertible notes payable, net of discount   $ 66,308     $ 247,895  

 

All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company.

 

The Company accrued interest in the amount of $68,503 and $86,272 during the years ended September 30, 2015 and 2014, respectively. As of September 30, 2015 and 2014, accrued interest payable was $47,647 and $11,283, respectively. During the years ended September 30, 2015 and 2014, discounts on convertible notes payable of $314,387 and $689,799, respectively, were amortized to interest expense.

 

Convertible notes issued

 

During the year ended September 30, 2015, the Company signed convertible promissory notes of $469,197 in total with Vista View Ventures Inc., which refinanced non-interest bearing advances. These notes are payable at maturity and bear interest at 10% per annum. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owing more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder.

 

                                     
Date Issued   Maturity Date   Interest
Rate		     Conversion Rate     Amount of
Note		     Beneficial
Conversion
Discount		  
December 31, 2014   December 31, 2016     10 %   $ 0.01     $ 118,620     $ 102,013  
March 31, 2015   March 31, 2017     10 %     0.005       49,190       49,190  
June 30, 2015   June 30, 2017     10 %     0.53       66,074       66,074  
September 30, 2015   September 30, 2018     10 %     0.75       235,313       235,313  
Total                       $ 469,197     $ 452,590  

 

On June 30, 2014, we issued a Convertible Promissory Note for $276,285 to refinance advances. The note is payable, with accrued interest, on June 30, 2016. The note bears interest at rate of 10% per year, and is convertible into common stock at a rate of $0.03 per share.

 

The Company evaluated the terms of these notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be less than the market value of underlying common stock at the inception of the notes. Therefore, the Company recognized beneficial conversion features of $102,013; $49,190; $66,074; and $235,313 on December 31, 2014; March 31, 2015; June 30, 2015; and September 30, 2015, respectively. The beneficial conversion feature was recognized as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. The discount to the Convertible Notes Payable is being amortized to interest expense over the life of the notes using the effective interest method.

 

The Company evaluated the application of ASC 470-50-40/55, Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt modification rather than a debt extinguishment because the present value of the cash flow under the terms of each of the new instruments was less than 10% from the present value of the remaining cash flows under the terms of the original notes. No gain or loss on the modifications was required to be recognized.

 

Conversions to Common Stock

 

During year ended September 30, 2014, the holders of the Convertible Note Payable dated February 28, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.04 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement, which provided for conversion at $0.04 per share.

 

                   
Year Ended September 30, 2014  
Date   Amount Converted   Number of Shares Issued   Unamortized Discount  
October 25, 2013   $ 20,000   5,000   $ 14,119  
October 31, 2013     20,000   5,000     15,961  
December 10, 2013     10,000   2,500     5,818  
December 12, 2013     20,000   5,000     15,717  
December 27, 2013     20,000   5,000     15,083  
February 7, 2013     20,000   5,000     13,028  
March 3, 2014     24,000   6,000     16,222  
March 4, 2014     24,000   6,000     16,967  
April 1, 2014     24,000   6,000     15,637  
April 14, 2014     28,000   7,000     18,761  
April 25, 2014     24,000   6,000     15,699  
May 15, 2014     32,000   8,000     20,181  
May 21, 2014     29,852   7,463     17,578  
Total   $ 295,852   73,963   $ 200,771  

 

As of September 30, 2014, there was no remaining balance of the note dated February 28, 2013.

 

During year ended September 30, 2014, the holders of the Convertible Note Payable dated June 30, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.04 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement, which provided for conversion at $0.04 per share.

 

                   
Year Ended September 30, 2014  
Date   Amount
Converted		   Number of
Shares Issued		   Unamortized Discount  
June 16, 2014   $ 32,000   8,000   $ 7,699  
June 17, 2014     32,000   8,000     16,525  
June 26, 2014     36,000   9,000     18,816  
July 24, 2014     40,000   10,000     20,652  
August 4, 2014     40,000   10,000     15,184  
August 11, 2014     30,404   7,601     9,119  
Total   $ 210,404   52,601   $ 87,995  

 

As of September 30, 2014, there was no remaining balance on the note dated June 30, 2013.

 

During years ended September 30, 2015 and 2014, the holders of the Convertible Note Payable dated September 30, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.04 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement, which provided for conversion at $0.04 per share.

 

                   
Year Ended September 30, 2014  
Date   Amount
Converted		   Number of Shares
Issued		   Unamortized Discount  
August 20, 2014   $ 40,000   10,000   $ 20,344  
August 29, 2014     44,000   11,000     21,578  
Total   $ 84,000   21,000   $ 41,922  

  

                   
Year Ended September 30, 2015  
Date   Amount
Converted		   Number of Shares Issued   Unamortized Discount  
October 15, 2014   $ 48,000   12,000   $ 21,578  
December 3, 2014     48,000   12,000     17,121  
January 15, 2015     52,000   13,000     17,832  
January 30, 2015     56,000   14,000     19,095  
February 16, 2015     56,000   14,000     17,397  
March 16, 2015     64,000   16,000     15,690  
May 12, 2015     64,000   16,000     —  
June 12, 2015     70,000   17,500     —  
July 8, 2015     400   10,000     —  
August 12, 2015     480   12,000     —  
August 13, 2015     28,960   724,000     —  
August 18, 2015     2,400   60,000     —  
September 3, 2015     8,000   200,000     —  
September 18, 2015     6,520   163,000     —  
Total   $ 504,760   1,283,500   $ 108,713  

 

As of September 30, 2015, there was a $15,338 balance on the note dated September 30, 2013.


v3.3.1.900
Shareholders' Equity
 12 Months Ended
Sep. 30, 2015
Shareholders Equity  
Shareholders' Equity

Note 8. Shareholders’ Equity

 

Reverse Split

 

On May 15, 2015, the company reincorporated from Florida to Nevada. As a result of the reincorporation, we effected a one-for-100 reverse split on June 30, 2015 (the date that the reverse split was approved and effective by FINRA). Each shareholder in the Florida corporation received one share in the Nevada corporation for each 100 shares they held in the Florida corporation; fractional shares were rounded up to the nearest whole share and each shareholder received at least five shares.

 

Conversions to Common Stock

 

During the year ended September 30, 2015, the Company issued 1,283,500 shares of common stock to third parties for the conversion of convertible notes payable in the amount of $504,760 and 7,248,170 shares of common stock to third parties for conversion of convertible notes payable in the amount of $144,963. During the year ended September 30, 2014, the Company issued 147,564 shares of common stock to third parties for the conversion of convertible notes payable in the amount of $590,256. No gain or loss was recognized on the conversions as they occurred within the terms of the respective notes. See Note 7 for details of the transactions.

 

Series E Preferred Stock

 

On August 3, 2015, our Board of Directors designated 1,000,000 Series E preferred stock. The shares of Series E Preferred stock is subordinate to our common stock. It does not receive dividends and does not participate in equity distributions. The Series E Preferred stock retained 2/3 of the voting rights in the Company.

 

On the same date, our Board of Directors authorized issuing 1,000,000 shares of our Series E Preferred stock to Eaton Central America Inc. (“Eaton”), a significant shareholder of the Company. On that date, Eaton owned 7,295,283 of our common shares, constituting 81.42% of our common shares outstanding. We valued the Series E Preferred stock issued to Eaton at $91,500 based on a valuation performed by an independent valuation firm. The valuation was performed in accordance with the fair value standard set forth in ASC 820-10-35-37 Fair Value in Financial Instruments, defined as the amount at which the liability could be incurred in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The valuation used a market approach to estimate the fair value of the Series E Preferred stock which represent a permanent controlling voting interest in the Company.

 

Imputed Interest

 

During years ended September 30, 2015 and 2014, the Company recognized imputed interest of $5,025 and $11,533, respectively, as an increase to shareholders’ equity.


v3.3.1.900
Subsequent Events
 12 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 9. Subsequent Events

 

The Company evaluated material events occurring between the end of our fiscal year, September 30, 2015, and through the date when the consolidated financial statements were available to be issued for disclosure consideration.

 

On October 8, 2015, the holder of our convertible promissory note dated September 30, 2013, converted $3,280 of principal and accrued interest into 82,000 shares of common stock at a rate of $0.04 per share.

 

On October 26, 2015, the holder of our convertible promissory noted dated September 30, 2013, converted $3,409 of principal and accrued interest into 85,225 shares of common stock at a rate of $0.04 per share.

 

On November 16, 2015, the holder of our convertible promissory note dated June 30, 2014, converted $8,760 of principal and accrued interest into 292,000 shares of common stock at a rate of $0.03 per share.

 

On December 3, 2015, the holder of our convertible promissory note dated September 30, 2013, converted $6,560 of principal and accrued interest into 164,000 shares of common stock at a rate of $0.04 per share.

 

On December 22, 2015, the holder of our convertible promissory note dated June 30, 2014, converted $9,657 of principal and accrued interest into 321,900 shares of common stock at a rate of $0.03 per share.


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited)
 12 Months Ended
Sep. 30, 2015
Supplemental Oil And Gas Information  
Supplemental Oil and Gas Information (Unaudited)

Note 10. Supplemental Oil and Gas Information (Unaudited)

 

The following supplemental information regarding our oil and gas activities is presented pursuant to the disclosure requirements promulgated by the SEC and ASC 932, Extractive Activities —Oil and Gas, (ASC 932).

 

Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” oil and natural gas reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other estimates included in the financial statement disclosures.

 

Proved reserves represent estimated quantities of natural gas, crude oil and condensate that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions in effect when the estimates were made. Proved developed reserves are proved reserves expected to be recovered through wells and equipment in place and under operating methods used when the estimates were made. In the following table, natural gas liquids are included in natural gas reserves. The oil and natural gas liquids price as of September 30, 2015 is based on the 12-month unweighted average of the first of the month prices of the NYMEX (Cushing, OK WTI) posted price which equates to $50.68 per barrel. The gas prices as of September 30, 2015 is based on the 12-month unweighted average of the first of the month prices of the NYMEX (Cushing, OK WTI) spot price which equates to $2.97 per Mcf. The oil and natural gas liquids price as of September 30, 2014 is based on the 12-month unweighted average of the first of the month prices of the NYMEX (Cushing, OK WTI) posted price which equates to $96.57 per barrel. The gas prices as of September 30, 2014 is based on the 12-month unweighted average of the first of the month prices of the NYMEX (Cushing, OK WTI) spot price which equates to $4.11 per Mcf. The base prices were adjusted for heating content, premiums and product differentials based on historical revenue statements. All prices are held constant in accordance with SEC guidelines. All proved reserves are located in the United States in the states of Alabama and Texas.

 

The following table illustrates our estimated net proved reserves, including changes, and proved developed reserves for the periods indicated, as estimated by third party reservoir engineers. Our proved reserves are located in the United States of America, our home country.

 

Proved Reserves

 

                     
    Oil
(Barrels)		   Gas
(MCF)		   Total
(BOE)		  
Balance – September 30, 2013     2,163     100     2,180  
Revisions of previous estimates     3,033     439     3,106  
Sales of oil and gas produced     (1,200 )   (249 )   (1,242 )
                     
Balance – September 30, 2014     3,996     290     4,044  
Revisions of previous estimates     1,107     (126 )   1,086  
Sales of oil and gas produced     (950 )   (124 )   (970 )
                     
Balance – September 30, 2015     4,153     40     4,160  

 

                     
    Proved Reserves as of September 30, 2015  
    Oil
(Barrels)		   Gas
(MCF)		   Total
(BOE)		  
Proved developed producing     4,153     40     4,160  
Proved developed non-producing     —     —     —  
Proved undeveloped     —     —     —  
Total Proved reserves     4,153     40     4,160  

 

                     
    Proved Reserves as of September 30, 2014  
    Oil
(Barrels)		   Gas
(MCF)		   Total
(BOE)		  
Proved developed producing     3,996     290     4,044  
Proved developed non-producing     —     —     —  
Proved undeveloped     —     —     —  
Total Proved reserves     3,996     290     4,044  

 

The reserves in this report have been estimated using deterministic methods. For wells classified as proved developed producing where sufficient production history existed, reserves were based on individual well performance evaluation and production decline curve extrapolation techniques. For undeveloped locations and wells that lacked sufficient production history, reserves were based on analogy to producing wells within the same area exhibiting similar geologic and reservoir characteristics, combined with volumetric methods. The volumetric estimates were based on geologic maps and rock and fluid properties derived from well logs, core data, pressure measurements, and fluid samples. Well spacing was determined from drainage patterns derived from a combination of performance-based recoveries and volumetric estimates for each area or field. Proved undeveloped locations were limited to areas of uniformly high quality reservoir properties, between existing commercial producers.

 

Capitalized Costs Related to Oil and Gas Activities

 

The following table illustrates the total amount of capitalized costs relating to oil and natural gas producing activities and the total amount of related accumulated depreciation, depletion and amortization. All oil and gas properties are located in the United States of America.

 

                 
    2015     2014  
Unevaluated properties   $ 200,575     $ 300,575  
Evaluated properties     279,707       266,408  
      480,282       566,983  
Less depreciation, depletion, amortization and impairment     225,428       171,021  
Net capitalized cost   $ 254,854     $ 395,962  

 

Costs Incurred in Oil and Gas Activities

 

All costs incurred associated with oil and gas activities were incurred in the United States of America. Costs incurred in property acquisition, exploration and development activities were as follows.

 

                 
    2015     2014  
Property acquisition                
Unproved   $ —     $ 100,000  
Proved     —       —  
Exploration     —       —  
Development     14,264       1,819  
Cost recovery     —       —  
Total costs incurred   $ 14,264     $ 101,819  

 

Costs Excluded

 

Our excluded costs relate to an ongoing project in Louisiana. As of September 30, 2015, the well has been drilled.

 

Costs Excluded by Year Incurred as of September 30, 2015

 

               
Year Incurred   Exploration Costs   Total  
2012   $ 143,264   $ 143,264  
2013     57,311     57,311  
2014     —     —  
Total   $ 200,575   $ 200,575  

 

Changes in Costs Excluded by Country

 

         
    United States  
Balance at September 30, 2013   $ 200,575  
         
Additional Costs Incurred     100,000  
Costs Transferred to DD&A Pool     —  
Balance at September 30, 2014   $ 300,575  
         
Additional Costs Incurred     —  
Costs Transferred to DD&A Pool     (100,000 )
Balance at September 30, 2015   $ 200,575  

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves

 

The following Standardized Measure of Discounted Future Net Cash Flow information has been developed utilizing ASC 932, Extractive Activities —Oil and Gas, (ASC 932) procedures and based on estimated oil and natural gas reserve and production volumes. It can be used for some comparisons, but should not be the only method used to evaluate us or our performance. Further, the information in the following table may not represent realistic assessments of future cash flows, nor should the Standardized Measure of Discounted Future Net Cash Flow be viewed as representative of our current value.

 

We believe that the following factors should be taken into account when reviewing the following information:

 

   
· future costs and selling prices will probably differ from those required to be used in these calculations;
   
· due to future market conditions and governmental regulations, actual rates of production in future years may vary significantly from the rate of production assumed in the calculations;
   
· a 10% discount rate may not be reasonable as a measure of the relative risk inherent in realizing future net oil and natural gas revenues; and
   
· future net revenues may be subject to different rates of income taxation.

 

Under the Standardized Measure, the future cash inflows were estimated by applying the un-weighted 12-month average of the first day of the month cash price quotes, except for volumes subject to fixed price contracts, to the estimated future production of year-end proved reserves. Estimates of future income taxes are computed using current statutory income tax rates including consideration for estimated future statutory depletion and tax credits. The resulting net cash flows are reduced to present value amounts by applying a 10% discount factor.

 

The Standardized Measure is as follows:

 

                 
    2015     2014  
Future cash inflows   $ 210,701     $ 357,584  
Future production costs     (165,373 )     (204,946 )
Future development costs     —       (30,250 )
Future income tax expenses     —       (8,404 )
Future net cash flows     45,328       113,984  
10% annual discount for estimated timing of cash flows     (9,267 )     (20,159 )
Future net cash flows at end of year   $ 36,061     $ 93,825  

 

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves

 

The following is a summary of the changes in the Standardized Measure of discounted future net cash flows for our proved oil and natural gas reserves during of the years ended September 30, 2015 and 2014:

 

                 
    2015     2014  
Standardized measure of discounted future net cash flows at beginning of year   $ 100,743     $ 61,938  
Discoveries and extensions     —       —  
Revisions of previous estimates     (67,018 )     241,090  
Net changes in production costs     (4,940 )     (114,351 )
Change in future development costs     14,796       —  
Sales of oil and gas produced     (24,512 )     (87,210 )
Change in income taxes     6,918       (6,918 )
Accretion of discount     10,074       6,194  
Standardized measure of discounted future net cash flows at year end   $ 36,061     $ 100,743  

 

The following schedule includes only the revenues from the production and sale of oil and gas. There is no income tax provision, because the results of operations for producing activities resulted in a loss for the year ended September 30, 2015. There is no income tax provision because of net operating loss carryforwards from prior years for the year ended September 30, 2014. The results of operations exclude general office overhead and interest expense attributable to oil and gas activities.

 

Results of Operations for Producing Activities

 

               
    2015   2014  
Net revenues from production   $ 42,153   $ 97,252  
               
Expenses              
Lease operating expense     17,641     20,214  
Accretion     1,547     1,624  
Operating expenses     19,188     21,838  
               
Depreciation, depletion and amortization     20,574     30,209  
Impairment of oil and gas properties     133,833     —  
Total expenses     173,595     52,047  
               
Results of operations   $ (131,442 ) $ 45,205  
               
Depreciation, depletion and amortization rate per net equivalent BOE   $ 21.18   $ 24.32  


v3.3.1.900
Significant Accounting Policies (Policy)
 12 Months Ended
Sep. 30, 2015
Significant Accounting Policies Policy  
Basis of Presentation

Basis of Presentation

 

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Consolidated Financial Statements

Consolidated Financial Statements

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations. Significant intercompany transactions have been eliminated in consolidation.
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Credit Risk due to Certain Concentrations

Credit Risk due to Certain Concentrations

 

We extend credit, primarily in the form of uncollateralized oil and gas sales through the operators of our working interests, to various companies in the oil and gas industry, which results in a concentration of credit risk. The concentration of credit risk may be affected by changes in economic or other conditions within our industry and may accordingly affect our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the nature of the companies to which we extend credit. For the year ended September 30, 2015, two operators accounted for 59% and 41% of our oil and gas sales. Those operators account for 63% and 37% of accounts receivable as of September 30, 2015. We did not recognize any credit losses during the year ended September 30, 2015. We have not recognized an allowance for doubtful accounts as of September 30, 2015 and 2014. All amounts receivable as of September 30, 2015 were collected subsequent to year end.
Cash and Cash Equivalents

Cash and Cash Equivalents

 

All cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $5,687 and $1,211 at September 30, 2015 and 2014, respectively.
Oil and Gas Properties

Oil and Gas Properties

 

The Company follows the full cost method of accounting for its oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing, and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil, in which case the gain or loss is recognized in the statement of operations. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration and development activities are expensed as incurred.

 

Depletion of capitalized oil and gas properties and estimated future development costs, excluding unproved properties, are based on the units-of-production method based on proved reserves. The company recognized $20,574 and $30,209 of depletion during the years ended September 30, 2015 and 2014, respectively.
Impairment of Oil and Gas Properties

Impairment of Oil and Gas Properties

 

Net capitalized costs of oil and gas properties, less related deferred taxes, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on unescalated prices discounted at ten percent, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any, less related income taxes. Costs in excess of the present value of estimated future net revenues as discussed above are charged to impairment expense. The Company applies the full cost-ceiling test on a quarterly basis on the date of the latest balance sheet presented. The Company recognized expense for impairment of proved properties of $133,833 during the year ended September 30, 2015 as a result of applying the full cost ceiling test. There was no impairment required to be recognized during the year ended September 30, 2014.

 

Costs associated with unevaluated properties are capitalized as oil and gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization and the full cost ceiling test. As of September 30, 2015, the Company has oil and gas properties in the amount of $200,575, which are being excluded from amortization because they have not been evaluated to determine whether proved reserves are associated with those properties. We assess all items classified as unevaluated property on at least an annual basis for inclusion in the amortization base. We assess properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization. During the years ended September 30, 2015 and 2014, costs of $100,000 and $0, respectively, were transferred to the amortization base.

 

Based on management’s review, 100% of the unproved oil and gas properties balance as of September 30, 2015 are expected to be added to amortization during the year ending September 30, 2015. The table below sets forth the cost of unproved properties excluded from the amortization base as of September 30, 2015 and notes the year in which the associated costs were incurred:

 

                                 
    Year of Acquisition      
    2012   2013   2014   2015   Total  
Acquisition costs   $ 153,264   $ 47,311   $ —   $ —   $ 200,575  
Development costs     —     —     —     —     —  
Exploration costs     —     —     —     —     —  
Total   $ 153,264   $ 47,311   $ —   $ —   $ 200,575  
Asset Retirement Obligation

Asset Retirement Obligation

 

We record the fair value of an asset retirement cost, and corresponding liability, as part of the cost of the related long-lived asset when the asset is placed in service. The cost is subsequently included in the amortization base and amortized over proved reserves using the units of production method. We record an asset retirement obligation to reflect our legal obligations related to future plugging and abandonment of our oil and gas wells. We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary.
Revenue Recognition

Revenue Recognition

 

Sales of crude oil are recognized when the delivery to the purchaser has occurred and title has been transferred. This occurs when oil has been delivered to a pipeline or a tank lifting has occurred. Crude oil is priced on the delivery date based upon prevailing prices published by purchasers with certain adjustments related to oil quality and physical location.
Common Stock

Common Stock

 

The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.
Income Taxes

Income Taxes

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of September 30, 2015 or September 30, 2014.
Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

 

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

 

In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company’s convertible debt is considered anti-dilutive due to the Company’s net loss for the years ended September 30, 2015 and 2014. As a result, the Company did not have any potentially dilutive common shares for those periods. For the years ended September 30, 2015 and 2014, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At September 30, 2015, the Company had 34,269,307 potentially issuable shares upon the conversion of convertible notes payable and interest.
Financial Instruments

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

 

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

     
  Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
     
  Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
  Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

 

The following table presents assets that were measured and recognized at fair value as of September 30, 2015 and September 30, 2014 and the periods then ended on a recurring and nonrecurring basis:

 

                           
September 30, 2015

Description		   Level 1   Level 2   Level 3   Total
Realized
Loss		  
Asset retirement obligation   $ —   $ —   $ 20,855   $ —  
Available for sale securities     56,279     —     —     —  
Totals   $ 56,279   $     $ 20,855   $ —  

 

                           
September 30, 2014

Description 		   Level 1   Level 2   Level 3   Total
Realized
Loss		  
Asset retirement obligation   $ —   $ —   $ 20,273   $ —  
Available for sale securities     52,379     —     —     —  
Totals   $ 52,379   $     $ 20,273   $ —  
Beneficial Conversion Feature

Beneficial Conversion Feature

 

Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options to evaluate as to whether beneficial conversion feature exists. Pursuant to Section 470-20-30 an embedded beneficial conversion feature recognized separately under paragraph 470-20-25-5 shall be measured initially at its intrinsic value at the commitment date (see paragraphs 470-20-30-9 through 30-12) as the difference between the conversion price (see paragraph 470-20-30-5) and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. When the Company issues a debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company’s common stock and the effective conversion price of the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security.
Commitments and Contingencies

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies of September 30, 2015 and September 30, 2014.
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
Subsequent events

Subsequent events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.


v3.3.1.900
Significant Accounting Policies (Tables)
 12 Months Ended
Sep. 30, 2015
Significant Accounting Policies Tables  
Schedule of cost of unproved properties excluded from the amortization base

The table below sets forth the cost of unproved properties excluded from the amortization base as of September 30, 2015 and notes the year in which the associated costs were incurred:

 

                                 
    Year of Acquisition      
    2012   2013   2014   2015   Total  
Acquisition costs   $ 153,264   $ 47,311   $ —   $ —   $ 200,575  
Development costs     —     —     —     —     —  
Exploration costs     —     —     —     —     —  
Total   $ 153,264   $ 47,311   $ —   $ —   $ 200,575  
Schedule of assets measured and recognized at fair value on a recurring and nonrecurring basis

The following table presents assets that were measured and recognized at fair value as of September 30, 2015 and September 30, 2014 and the periods then ended on a recurring and nonrecurring basis:

 

                           
September 30, 2015

Description		   Level 1   Level 2   Level 3   Total
Realized
Loss		  
Asset retirement obligation   $ —   $ —   $ 20,855   $ —  
Available for sale securities     56,279     —     —     —  
Totals   $ 56,279   $     $ 20,855   $ —  

 

                           
September 30, 2014

Description 		   Level 1   Level 2   Level 3   Total
Realized
Loss		  
Asset retirement obligation   $ —   $ —   $ 20,273   $ —  
Available for sale securities     52,379     —     —     —  
Totals   $ 52,379   $     $ 20,273   $ —  


v3.3.1.900
Income Taxes (Tables)
 12 Months Ended
Sep. 30, 2015
Income Taxes Tables  
Schedule of effective income tax rate reconciliation

The items causing this difference for the years ended September 30, 2015 and 2014 are as follows.

 

                 
    2015     2014  
Tax benefit at U.S. statutory rate   $ 379,982     $ 112,358  
less: amortization of beneficial conversion feature     (110,035 )     —  
less: impairment of oil and gas properties     (46,842 )     —  
less: stock based expenses     (32,025 )     —  
less: valuation allowance     (191,080 )     (112,358 )
Tax benefit, net   $ —     $ —  


v3.3.1.900
Convertible Notes Payable (Tables)
 12 Months Ended
Sep. 30, 2015
Convertible Notes Payable Tables  
Schedule of convertible notes payable

Convertible notes payable consisted of the following at September 30, 2015 and September 30, 2014:

 

                 
    September 30, 2015     September 30, 2014  
Convertible note dated September 30, 2013 in the original principal amount of $528,434, maturing on September 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share.   $ 15,338     $ 492,647  
Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, maturing on June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share.     276,285       276,285  
Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing on December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share.     118,620       —  
Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing on March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share     49,190       —  
Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing on June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share     66,074       —  
Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing on September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share.     235,313       —  
Total convertible notes payable   $ 760,820     $ 768,932  
                 
Less: current portion of convertible notes payable     (291,623 )     (492,647 )
Less: discount on noncurrent convertible notes payable     (425,214 )     (267,574 )
Noncurrent convertible notes payable, net of discount   $ 43,983     $ 8,711  
                 
Current portion of convertible notes payable     291,623       492,647  
Less: discount on current convertible notes payable     (225,315 )     (244,752 )
Current portion of convertible notes payable, net of discount   $ 66,308     $ 247,895
Schedule of advances refinanced into convertible promissory notes

Date Issued   Maturity Date   Interest
Rate		     Conversion Rate     Amount of
Note		     Beneficial
Conversion
Discount		  
December 31, 2014   December 31, 2016     10 %   $ 0.01     $ 118,620     $ 102,013  
March 31, 2015   March 31, 2017     10 %     0.005       49,190       49,190  
June 30, 2015   June 30, 2017     10 %     0.53       66,074       66,074  
September 30, 2015   September 30, 2018     10 %     0.75       235,313       235,313  
Total                       $ 469,197     $ 452,590  
Schedule of notes payable converted

Year Ended September 30, 2014  
Date   Amount Converted   Number of Shares Issued   Unamortized Discount  
October 25, 2013   $ 20,000   5,000   $ 14,119  
October 31, 2013     20,000   5,000     15,961  
December 10, 2013     10,000   2,500     5,818  
December 12, 2013     20,000   5,000     15,717  
December 27, 2013     20,000   5,000     15,083  
February 7, 2013     20,000   5,000     13,028  
March 3, 2014     24,000   6,000     16,222  
March 4, 2014     24,000   6,000     16,967  
April 1, 2014     24,000   6,000     15,637  
April 14, 2014     28,000   7,000     18,761  
April 25, 2014     24,000   6,000     15,699  
May 15, 2014     32,000   8,000     20,181  
May 21, 2014     29,852   7,463     17,578  
Total   $ 295,852   73,963   $ 200,771  

  

Year Ended September 30, 2014  
Date   Amount
Converted		   Number of
Shares Issued		   Unamortized Discount  
June 16, 2014   $ 32,000   8,000   $ 7,699  
June 17, 2014     32,000   8,000     16,525  
June 26, 2014     36,000   9,000     18,816  
July 24, 2014     40,000   10,000     20,652  
August 4, 2014     40,000   10,000     15,184  
August 11, 2014     30,404   7,601     9,119  
Total   $ 210,404   52,601   $ 87,995  

 

Year Ended September 30, 2014  
Date   Amount
Converted		   Number of Shares
Issued		   Unamortized Discount  
August 20, 2014   $ 40,000   10,000   $ 20,344  
August 29, 2014     44,000   11,000     21,578  
Total   $ 84,000   21,000   $ 41,922  

 

Year Ended September 30, 2015  
Date   Amount
Converted		   Number of Shares Issued   Unamortized Discount  
October 15, 2014   $ 48,000   12,000   $ 21,578  
December 3, 2014     48,000   12,000     17,121  
January 15, 2015     52,000   13,000     17,832  
January 30, 2015     56,000   14,000     19,095  
February 16, 2015     56,000   14,000     17,397  
March 16, 2015     64,000   16,000     15,690  
May 12, 2015     64,000   16,000     —  
June 12, 2015     70,000   17,500     —  
July 8, 2015     400   10,000     —  
August 12, 2015     480   12,000     —  
August 13, 2015     28,960   724,000     —  
August 18, 2015     2,400   60,000     —  
September 3, 2015     8,000   200,000     —  
September 18, 2015     6,520   163,000     —  
Total   $ 504,760   1,283,500   $ 108,713  


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Tables)
 12 Months Ended
Sep. 30, 2015
Supplemental Oil And Gas Information Tables  
Schedule of proved reserves

The following table illustrates our estimated net proved reserves, including changes, and proved developed reserves for the periods indicated, as estimated by third party reservoir engineers. Our proved reserves are located in the United States of America, our home country.

 

Proved Reserves

 

    Oil
(Barrels)		   Gas
(MCF)		   Total
(BOE)		  
Balance – September 30, 2013     2,163     100     2,180  
Revisions of previous estimates     3,033     439     3,106  
Sales of oil and gas produced     (1,200 )   (249 )   (1,242 )
                     
Balance – September 30, 2014     3,996     290     4,044  
Revisions of previous estimates     1,107     (126 )   1,086  
Sales of oil and gas produced     (950 )   (124 )   (970 )
                     
Balance – September 30, 2015     4,153     40     4,160  

 

    Proved Reserves as of September 30, 2015  
    Oil
(Barrels)		   Gas
(MCF)		   Total
(BOE)		  
Proved developed producing     4,153     40     4,160  
Proved developed non-producing     —     —     —  
Proved undeveloped     —     —     —  
Total Proved reserves     4,153     40     4,160  

 

    Proved Reserves as of September 30, 2014  
    Oil
(Barrels)		   Gas
(MCF)		   Total
(BOE)		  
Proved developed producing     3,996     290     4,044  
Proved developed non-producing     —     —     —  
Proved undeveloped     —     —     —  
Total Proved reserves     3,996     290     4,044  
Schedule of capitalized costs related to oil and gas activities

The following table illustrates the total amount of capitalized costs relating to oil and natural gas producing activities and the total amount of related accumulated depreciation, depletion and amortization. All oil and gas properties are located in the United States of America.

 

    2015     2014  
Unevaluated properties   $ 200,575     $ 300,575  
Evaluated properties     279,707       266,408  
      480,282       566,983  
Less depreciation, depletion, amortization and impairment     225,428       171,021  
Net capitalized cost   $ 254,854     $ 395,962  
Schedule of costs incurred in oil and gas activities

Costs incurred in property acquisition, exploration and development activities were as follows.

 

    2015     2014  
Property acquisition                
Unproved   $ —     $ 100,000  
Proved     —       —  
Exploration     —       —  
Development     14,264       1,819  
Cost recovery     —       —  
Total costs incurred   $ 14,264     $ 101,819  
Schedule of costs excluded

Costs Excluded by Year Incurred as of September 30, 2015

 

Year Incurred   Exploration Costs   Total  
2012   $ 143,264   $ 143,264  
2013     57,311     57,311  
2014     —     —  
Total   $ 200,575   $ 200,575  
Schedule of changes in costs excluded by country
    United States  
Balance at September 30, 2013   $ 200,575  
         
Additional Costs Incurred     100,000  
Costs Transferred to DD&A Pool     —  
Balance at September 30, 2014   $ 300,575  
         
Additional Costs Incurred     —  
Costs Transferred to DD&A Pool     (100,000 )
Balance at September 30, 2015   $ 200,575
Schedule of standardized measure

The Standardized Measure is as follows:

 

    2015     2014  
Future cash inflows   $ 210,701     $ 357,584  
Future production costs     (165,373 )     (204,946 )
Future development costs     —       (30,250 )
Future income tax expenses     —       (8,404 )
Future net cash flows     45,328       113,984  
10% annual discount for estimated timing of cash flows     (9,267 )     (20,159 )
Future net cash flows at end of year   $ 36,061     $ 93,825  
Schedule of changes in the standardized measure of discounted future net cash flows for proved oil and natural gas reserves

The following is a summary of the changes in the Standardized Measure of discounted future net cash flows for our proved oil and natural gas reserves during of the years ended September 30, 2015 and 2014:

 

    2015     2014  
Standardized measure of discounted future net cash flows at beginning of year   $ 100,743     $ 61,938  
Discoveries and extensions     —       —  
Revisions of previous estimates     (67,018 )     241,090  
Net changes in production costs     (4,940 )     (114,351 )
Change in future development costs     14,796       —  
Sales of oil and gas produced     (24,512 )     (87,210 )
Change in income taxes     6,918       (6,918 )
Accretion of discount     10,074       6,194  
Standardized measure of discounted future net cash flows at year end   $ 36,061     $ 100,743  
Schedule of results of operations for oil and gas producing activities

    2015   2014  
Net revenues from production   $ 42,153   $ 97,252  
               
Expenses              
Lease operating expense     17,641     20,214  
Accretion     1,547     1,624  
Operating expenses     19,188     21,838  
               
Depreciation, depletion and amortization     20,574     30,209  
Impairment of oil and gas properties     133,833     —  
Total expenses     173,595     52,047  
               
Results of operations   $ (131,442 ) $ 45,205  
               
Depreciation, depletion and amortization rate per net equivalent BOE   $ 21.18   $ 24.32  


v3.3.1.900
Background Information (Details Narrative)
 12 Months Ended
May. 15, 2015
Aug. 12, 2013
USD ($)
Jul. 07, 2013
Number
Jan. 03, 2012
USD ($)
ft²
Number
Sep. 30, 2015
USD ($)
Sep. 30, 2014
USD ($)
Description of reverse stock split

Each shareholder in the Florida corporation received one share in the Nevada corporation for each 100 shares they held in the Florida corporation; fractional shares were rounded up to the nearest whole share and each shareholder received at least five shares.

      

All share and per share amounts have been restated to reflect the split.

  
Reverse stock split, ratio 0.01       0.01  
Total drilling and completion cost         $ 173,595 $ 52,047
Waller County, Texas [Member] | Minns Project [Member]            
Number of wells in processs fo drilling | Number     3      
Percentage of working interest     30.00%      
Participation Agreement [Member] | Calcasieu Parish, Louisiana [Member]            
Number of wells in processs fo drilling | Number       1    
Percentage of oil and gas production expense       25.00%    
Percentage of oil and gas revenue   1.40%   13.59%    
Projected drilling feet | ft²       15,500    
Total drilling and completion cost   $ 181,000   $ 3,400,000    
Percentage of reduce working interest   1.80%        
Payment of oil and gas cost   $ 143,264        


v3.3.1.900
Going Concern (Details Narrative) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Going Concern Details Narrative    
Net loss $ (1,085,662) $ (1,245,170)
Net cash used in operations (402,457)  
Working capital $ (235,650)  


v3.3.1.900
Significant Accounting Policies (Details Narrative) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2013
Cash and cash equivalents $ 5,687 $ 1,211 $ 127,748
Depletion expense 20,574 $ 30,209  
Impairment of proved properties 133,833  
Unevaluated properties 200,575 $ 300,575  
Amortization base $ 100,000 $ 0  
Potentially dilutive shares outstanding 34,269,307    
Sales [Member] | Operator One [Member]      
Concentration risk percentage 59.00%    
Sales [Member] | Operator Two [Member]      
Concentration risk percentage 41.00%    
Accounts Receivable [Member] | Operator One [Member]      
Concentration risk percentage 63.00%    
Accounts Receivable [Member] | Operator Two [Member]      
Concentration risk percentage 37.00%    


v3.3.1.900
Significant Accounting Policies (Details) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Cost of unproved properties excluded from amortization, period costs:        
Acquisition costs $ 47,311 $ 153,264
Development costs
Exploration costs
Total $ 47,311 $ 153,264
Cost of unproved properties excluded from amortization, cumulative costs:        
Acquisition costs $ 200,575      
Development costs      
Exploration costs      
Total $ 200,575 $ 300,575 $ 200,575  


v3.3.1.900
Significant Accounting Policies (Details 1) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Total realized loss
Asset retirement obligation [Member]    
Total realized loss
Available for sale securities [Member]    
Total realized loss
Fair Value, Inputs, Level 1 [Member]    
Totals $ 56,279 $ 52,379
Fair Value, Inputs, Level 1 [Member] | Asset retirement obligation [Member]    
Liabilities ,fair value
Fair Value, Inputs, Level 1 [Member] | Available for sale securities [Member]    
Assets , fair value $ 56,279 $ 52,379
Fair Value, Inputs, Level 3 [Member]    
Totals 20,855 20,273
Fair Value, Inputs, Level 3 [Member] | Asset retirement obligation [Member]    
Liabilities ,fair value $ 20,855 $ 20,273
Fair Value, Inputs, Level 3 [Member] | Available for sale securities [Member]    
Assets , fair value
Fair Value, Inputs, Level 2 [Member]    
Totals
Fair Value, Inputs, Level 2 [Member] | Asset retirement obligation [Member]    
Liabilities ,fair value
Fair Value, Inputs, Level 2 [Member] | Available for sale securities [Member]    
Assets , fair value


v3.3.1.900
Related Party Transactions (Details Narrative) - USD ($)
 12 Months Ended
Aug. 03, 2015
Aug. 01, 2015
Apr. 01, 2015
Sep. 30, 2015
Sep. 30, 2014
Convertible notes payable       $ 760,820 $ 768,932
Preferred stock issued for services-related party       $ 91,500
Eaton Central America, Inc [Member]          
Number of shares owned by majority shareholder 7,295,283   47,113    
Percentage of ownership 81.42%   53.00%    
Preferred stock issued for services-related party $ 91,500        
Eaton Central America, Inc [Member] | Series E Preferred Stock [Member]          
Number of shares owned by majority shareholder 1,000,000        
Description of voting rights

2/3 of the voting rights in the Company.

        
Eaton Central America, Inc [Member] | 10% Convertible Note Due April 1, 2017 [Member]          
Convertible notes payable     $ 140,275    
Debt conversion price (in dollars per share)     $ 0.02    
Number of common stock issued to related party for conversion of debt   7,248,170      


v3.3.1.900
Advances from Third Parties (Details Narrative) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Proceeds from advances $ 421,197 $ 324,285
Conversion of non-interest bearing advance $ 649,723 590,256
Advances payable 48,000
Vista View Ventures, Inc. [Member]    
Proceeds from advances $ 421,197 324,285
Conversion of non-interest bearing advance 469,197 276,285
Advances payable 0 48,000
Interest expense $ 5,025 $ 11,533


v3.3.1.900
Income Taxes (Details Narrative)
Sep. 30, 2015
USD ($)
Income Taxes Details Narrative  
Net operating loss carryforwards $ 2,052,239


v3.3.1.900
Income Taxes (Details) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Income Taxes Details    
Tax benefit at U.S. statutory rate $ 379,982 $ 112,358
less: amortization of beneficial conversion feature (110,035)
less: impairment of oil and gas properties (46,842)
less: stock based expenses (32,025)
less: valuation allowance $ (191,080) $ (112,358)
Tax benefit, net


v3.3.1.900
Convertible Notes Payable (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Jun. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Maximum percentage of the outstanding stock of the Company upto which holder of the notes can convert the notes into shares of common stock 4.90%         4.90%  
Interest accrued during period           $ 68,503 $ 86,272
Accrued interest payable $ 13,004         13,004 6,964
Amortization of discount on convertible notes payable           314,387 689,799
Convertible notes payable $ 760,820         760,820 768,932
Debt, amount refinanced         $ 276,285    
Debt instrument, maturity date         Jun. 30, 2016    
Beneficial conversion feature recognized           $ 452,590 $ 276,285
Vista View Ventures, Inc. [Member]              
Maximum percentage of the outstanding stock of the Company upto which holder of the notes can convert the notes into shares of common stock 4.99%         4.99%  
Convertible notes payable $ 469,197         $ 469,197  
Debt instrument, interest rate 10.00%         10.00%  
Beneficial conversion feature recognized           $ 452,590  
Convertible Note Payable Due September 30, 2013 [Member]              
Debt conversion price (in dollars per share) $ 0.04         $ 0.04 $ 0.04
Convertible notes payable $ 15,338         $ 15,338  
Convertible Note Payable Due June 30, 2013 [Member]              
Debt conversion price (in dollars per share)             0.04
Convertible Note Payable Due February 28, 2013 [Member]              
Debt conversion price (in dollars per share)             $ 0.04
Convertible Note Payable Due June 30, 2016 [Member]              
Debt conversion price (in dollars per share)         $ 0.03    
Debt instrument, interest rate         10.00%    
Beneficial conversion feature recognized $ 235,313 $ 66,074 $ 49,190 $ 102,013      


v3.3.1.900
Convertible Notes Payable (Details) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Total convertible notes payable $ 760,820 $ 768,932
Less: current portion of convertible notes payable (291,623) (492,647)
Less: discount on noncurrent convertible notes payable (425,214) (267,574)
Noncurrent convertible notes payable, net of discount 43,983 8,711
Current portion of convertible notes payable (291,623) (492,647)
Less: discount on current convertible notes payable (225,315) (244,752)
Current portion of convertible notes payable, net of discount 66,308 $ 247,895
Vista View Ventures, Inc. [Member]    
Total convertible notes payable 469,197  
10% Convertible Note Payable Due September 30, 2016 [Member]    
Debt instrument, face amount $ 528,434
Issuance Date Sep. 30, 2013  
Conversion Price (in dollars per share) $ 0.04 $ 0.04
Total convertible notes payable $ 15,338 $ 492,647
10% Convertible Note Payable Due June 30, 2016 [Member]    
Debt instrument, face amount $ 276,825
Issuance Date Jun. 30, 2014  
Conversion Price (in dollars per share) $ 0.03 $ 0.03
Total convertible notes payable $ 276,285 $ 276,285
10% Convertible Note Payable Due December 31, 2016 [Member] | Vista View Ventures, Inc. [Member]    
Debt instrument, face amount $ 118,620
Issuance Date Dec. 31, 2014  
Conversion Price (in dollars per share) $ 0.01 $ 0.01
Total convertible notes payable $ 118,620
10% Convertible Note Payable Due March 31, 2017 [Member] | Vista View Ventures, Inc. [Member]    
Debt instrument, face amount $ 49,190
Issuance Date Mar. 31, 2015  
Conversion Price (in dollars per share) $ 0.005 $ 0.005
Total convertible notes payable $ 49,190
10% Convertible Note Payable Due June 30, 2017 [Member] | Vista View Ventures, Inc. [Member]    
Debt instrument, face amount $ 66,074
Issuance Date Jun. 30, 2015  
Conversion Price (in dollars per share) $ 0.53 $ 0.53
Total convertible notes payable $ 66,074
10% Convertible Note Payable Due September 30, 2018 [Member] | Vista View Ventures, Inc. [Member]    
Debt instrument, face amount $ 235,313
Issuance Date Sep. 30, 2015  
Conversion Price (in dollars per share) $ 0.75 $ 0.75
Total convertible notes payable $ 235,313


v3.3.1.900
Convertible Notes Payable (Details 1) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Total convertible notes payable $ 760,820 $ 768,932
Beneficial conversion discount 452,590 $ 276,285
Vista View Ventures, Inc. [Member]    
Total convertible notes payable 469,197  
Beneficial conversion discount 452,590  
Vista View Ventures, Inc. [Member] | 10% Convertible Note Payable Due December 31, 2016 [Member]    
Total convertible notes payable $ 118,620
Conversion Price (in dollars per share) $ 0.01 $ 0.01
Issuance Date Dec. 31, 2014  
Beneficial conversion discount $ 102,013  
Vista View Ventures, Inc. [Member] | 10% Convertible Note Payable Due March 31, 2017 [Member]    
Total convertible notes payable $ 49,190
Conversion Price (in dollars per share) $ 0.005 $ 0.005
Issuance Date Mar. 31, 2015  
Beneficial conversion discount $ 49,190  
Vista View Ventures, Inc. [Member] | 10% Convertible Note Payable Due June 30, 2017 [Member]    
Total convertible notes payable $ 66,074
Conversion Price (in dollars per share) $ 0.53 $ 0.53
Issuance Date Jun. 30, 2015  
Beneficial conversion discount $ 66,074  
Vista View Ventures, Inc. [Member] | 10% Convertible Note Payable Due September 30, 2018 [Member]    
Total convertible notes payable $ 235,313
Conversion Price (in dollars per share) $ 0.75 $ 0.75
Issuance Date Sep. 30, 2015  
Beneficial conversion discount $ 235,313  


v3.3.1.900
Convertible Notes Payable (Details 2) - USD ($)
 12 Months Ended
Sep. 30, 2014
Sep. 30, 2015
Unamortized discount $ 244,752 $ 225,315
Convertible Note Payable Due February 28, 2013 [Member]    
Amount Converted $ 295,852  
Number of Shares Issued 73,963  
Unamortized discount $ 200,771  
Convertible Note Payable Due February 28, 2013 [Member] | October 25, 2013 [Member]    
Conversion date Oct. 25, 2013  
Amount Converted $ 20,000  
Number of Shares Issued 5,000  
Unamortized discount $ 14,119  
Convertible Note Payable Due February 28, 2013 [Member] | October 31, 2013 [Member]    
Conversion date Oct. 31, 2013  
Amount Converted $ 20,000  
Number of Shares Issued 5,000  
Unamortized discount $ 15,961  
Convertible Note Payable Due February 28, 2013 [Member] | December 10, 2013 [Member]    
Conversion date Dec. 10, 2013  
Amount Converted $ 10,000  
Number of Shares Issued 2,500  
Unamortized discount $ 5,818  
Convertible Note Payable Due February 28, 2013 [Member] | December 12, 2013 [Member]    
Conversion date Dec. 12, 2013  
Amount Converted $ 20,000  
Number of Shares Issued 5,000  
Unamortized discount $ 15,717  
Convertible Note Payable Due February 28, 2013 [Member] | December 27, 2013 [Member]    
Conversion date Dec. 27, 2013  
Amount Converted $ 20,000  
Number of Shares Issued 5,000  
Unamortized discount $ 15,083  
Convertible Note Payable Due February 28, 2013 [Member] | February 7, 2013 [Member]    
Conversion date Feb. 07, 2013  
Amount Converted $ 20,000  
Number of Shares Issued 5,000  
Unamortized discount $ 13,028  
Convertible Note Payable Due February 28, 2013 [Member] | March 3, 2014 [Member]    
Conversion date Mar. 03, 2014  
Amount Converted $ 24,000  
Number of Shares Issued 6,000  
Unamortized discount $ 16,222  
Convertible Note Payable Due February 28, 2013 [Member] | March 4, 2014 [Member]    
Conversion date Mar. 04, 2014  
Amount Converted $ 24,000  
Number of Shares Issued 6,000  
Unamortized discount $ 16,967  
Convertible Note Payable Due February 28, 2013 [Member] | April 1, 2014 [Member]    
Conversion date Apr. 01, 2014  
Amount Converted $ 24,000  
Number of Shares Issued 6,000  
Unamortized discount $ 15,637  
Convertible Note Payable Due February 28, 2013 [Member] | April 14, 2014 [Member]    
Conversion date Apr. 14, 2014  
Amount Converted $ 28,000  
Number of Shares Issued 7,000  
Unamortized discount $ 18,761  
Convertible Note Payable Due February 28, 2013 [Member] | April 25, 2014 [Member]    
Conversion date Apr. 25, 2014  
Amount Converted $ 24,000  
Number of Shares Issued 6,000  
Unamortized discount $ 15,699  
Convertible Note Payable Due February 28, 2013 [Member] | May 15, 2014 [Member]    
Conversion date May 15, 2014  
Amount Converted $ 32,000  
Number of Shares Issued 8,000  
Unamortized discount $ 20,181  
Convertible Note Payable Due February 28, 2013 [Member] | May 21, 2014 [Member]    
Conversion date May 21, 2014  
Amount Converted $ 29,852  
Number of Shares Issued 7,463  
Unamortized discount $ 17,578  


v3.3.1.900
Convertible Notes Payable (Details 3) - USD ($)
 12 Months Ended
Sep. 30, 2014
Sep. 30, 2015
Unamortized discount $ 244,752 $ 225,315
Convertible Note Payable Due June 30, 2013 [Member]    
Amount Converted $ 210,404  
Number of Shares Issued 52,601  
Unamortized discount $ 87,995  
Convertible Note Payable Due June 30, 2013 [Member] | June 16, 2014 [Member]    
Conversion date Jun. 16, 2014  
Amount Converted $ 32,000  
Number of Shares Issued 8,000  
Unamortized discount $ 7,699  
Convertible Note Payable Due June 30, 2013 [Member] | June 17, 2014 [Member]    
Conversion date Jun. 17, 2014  
Amount Converted $ 32,000  
Number of Shares Issued 8,000  
Unamortized discount $ 16,525  
Convertible Note Payable Due June 30, 2013 [Member] | June 26, 2014 [Member]    
Conversion date Jun. 26, 2014  
Amount Converted $ 36,000  
Number of Shares Issued 9,000  
Unamortized discount $ 18,816  
Convertible Note Payable Due June 30, 2013 [Member] | July 24, 2014 [Member]    
Conversion date Jul. 24, 2014  
Amount Converted $ 40,000  
Number of Shares Issued 10,000  
Unamortized discount $ 20,652  
Convertible Note Payable Due June 30, 2013 [Member] | August 4, 2014 [Member]    
Conversion date Aug. 04, 2014  
Amount Converted $ 40,000  
Number of Shares Issued 10,000  
Unamortized discount $ 15,184  
Convertible Note Payable Due June 30, 2013 [Member] | August 11, 2014 [Member]    
Conversion date Aug. 11, 2014  
Amount Converted $ 30,404  
Number of Shares Issued 7,601  
Unamortized discount $ 9,119  


v3.3.1.900
Convertible Notes Payable (Details 4) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Unamortized discount $ 225,315 $ 244,752
Convertible Note Payable Due September 30, 2013 [Member]    
Amount Converted $ 504,760 $ 84,000
Number of Shares Issued 1,283,500 21,000
Unamortized discount $ 108,713 $ 41,922
Convertible Note Payable Due September 30, 2013 [Member] | October 15, 2014 [Member]    
Conversion date Oct. 15, 2014  
Amount Converted $ 48,000  
Number of Shares Issued 12,000  
Unamortized discount $ 21,578  
Convertible Note Payable Due September 30, 2013 [Member] | December 3, 2014 [Member]    
Conversion date Dec. 03, 2014  
Amount Converted $ 48,000  
Number of Shares Issued 12,000  
Unamortized discount $ 17,121  
Convertible Note Payable Due September 30, 2013 [Member] | January 15, 2015 [Member]    
Conversion date Jan. 15, 2015  
Amount Converted $ 52,000  
Number of Shares Issued 13,000  
Unamortized discount $ 17,832  
Convertible Note Payable Due September 30, 2013 [Member] | January 30, 2015 [Member]    
Conversion date Jan. 30, 2015  
Amount Converted $ 56,000  
Number of Shares Issued 14,000  
Unamortized discount $ 19,095  
Convertible Note Payable Due September 30, 2013 [Member] | February 16, 2015 [Member]    
Conversion date Feb. 16, 2015  
Amount Converted $ 56,000  
Number of Shares Issued 14,000  
Unamortized discount $ 17,397  
Convertible Note Payable Due September 30, 2013 [Member] | March 16, 2015 [Member]    
Conversion date Mar. 16, 2015  
Amount Converted $ 64,000  
Number of Shares Issued 16,000  
Unamortized discount $ 15,690  
Convertible Note Payable Due September 30, 2013 [Member] | May 12, 2015 [Member]    
Conversion date May 12, 2015  
Amount Converted $ 64,000  
Number of Shares Issued 16,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | June 12, 2015 [Member]    
Conversion date Jun. 12, 2015  
Amount Converted $ 70,000  
Number of Shares Issued 17,500  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | July 8, 2015 [Member]    
Conversion date Jul. 08, 2015  
Amount Converted $ 400  
Number of Shares Issued 10,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | August 12, 2015 [Member]    
Conversion date Aug. 12, 2015  
Amount Converted $ 480  
Number of Shares Issued 12,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | August 13, 2015 [Member]    
Conversion date Aug. 13, 2015  
Amount Converted $ 28,960  
Number of Shares Issued 724,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | August 18, 2015 [Member]    
Conversion date Aug. 18, 2015  
Amount Converted $ 2,400  
Number of Shares Issued 60,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | September 3, 2015 [Member]    
Conversion date Sep. 03, 2015  
Amount Converted $ 8,000  
Number of Shares Issued 200,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | September 18, 2015 [Member]    
Conversion date Sep. 18, 2015  
Amount Converted $ 6,520  
Number of Shares Issued 163,000  
Unamortized discount  
Convertible Note Payable Due September 30, 2013 [Member] | August 20, 2014 [Member]    
Conversion date   Aug. 20, 2014
Amount Converted   $ 40,000
Number of Shares Issued   10,000
Unamortized discount   $ 20,344
Convertible Note Payable Due September 30, 2013 [Member] | August 29, 2014 [Member]    
Conversion date   Aug. 29, 2014
Amount Converted   $ 44,000
Number of Shares Issued   11,000
Unamortized discount   $ 21,578


v3.3.1.900
Shareholders' Equity (Details Narrative)
 12 Months Ended
Aug. 03, 2015
USD ($)
shares
May. 15, 2015
Apr. 01, 2015
shares
Sep. 30, 2015
USD ($)
shares
Sep. 30, 2014
USD ($)
shares
Description of reverse stock split  

Each shareholder in the Florida corporation received one share in the Nevada corporation for each 100 shares they held in the Florida corporation; fractional shares were rounded up to the nearest whole share and each shareholder received at least five shares.

  

All share and per share amounts have been restated to reflect the split.

  
Reverse stock split, ratio   0.01   0.01  
Value of shares issued for conversion of convertible securities       $ 144,963  
Preferred stock, shares authorized | shares       20,000,000 20,000,000
Preferred stock issued for services-related party       $ 91,500
Imputed interest       $ 5,025 $ 11,533
Eaton Central America, Inc [Member]          
Number of shares owned by majority shareholder | shares 7,295,283   47,113    
Percentage of ownership 81.42%   53.00%    
Preferred stock issued for services-related party $ 91,500        
Series E Preferred Stock [Member]          
Value of shares issued for conversion of convertible securities        
Preferred stock, shares authorized | shares 1,000,000        
Imputed interest      
Series E Preferred Stock [Member] | Eaton Central America, Inc [Member]          
Description of voting rights

2/3 of the voting rights in the Company.

        
Number of shares owned by majority shareholder | shares 1,000,000        
Third Party One [Member]          
Number of shares issued for conversion of convertible securities | shares       1,283,500 147,564
Value of shares issued for conversion of convertible securities       $ 504,760 $ 590,256
Third Party Two [Member]          
Number of shares issued for conversion of convertible securities | shares       7,248,170  
Value of shares issued for conversion of convertible securities       $ 144,963  


v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
Dec. 22, 2015
Dec. 03, 2015
Nov. 16, 2015
Oct. 26, 2015
Oct. 08, 2015
Sep. 30, 2015
Sep. 30, 2014
10% Convertible Note Payable Due September 30, 2016 [Member]              
Conversion price (in dollars per share)           $ 0.04 $ 0.04
10% Convertible Note Payable Due June 30, 2016 [Member]              
Conversion price (in dollars per share)           $ 0.03 $ 0.03
Subsequent Event [Member] | 10% Convertible Note Payable Due September 30, 2016 [Member]              
Accrued interest   $ 6,560   $ 3,409 $ 3,280    
Number of common shares issued upon conversion   164,000   85,225 82,000    
Conversion price (in dollars per share)   $ 0.04   $ 0.04 $ 0.04    
Subsequent Event [Member] | 10% Convertible Note Payable Due June 30, 2016 [Member]              
Accrued interest $ 9,657   $ 8,760        
Number of common shares issued upon conversion 321,900   292,000        
Conversion price (in dollars per share) $ 0.03   $ 0.03        


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details Narrative)
 12 Months Ended
Sep. 30, 2015
Boe
Mcfe
Sep. 30, 2014
Boe
Mcfe
Gas (MCF) [Member]    
Gas prices | Mcfe 2.97 4.11
Oil (Barrels) [Member]    
Gas prices | Boe 50.68 96.57


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details)
 12 Months Ended
Sep. 30, 2015
Boe
bbl
Mcf
Sep. 30, 2014
Boe
bbl
Mcf
Proved Developed and Undeveloped Reserve (Energy) [Roll Forward]    
Beginning balance | Boe 4,044 2,180
Revisions of previous estimates | Boe 1,086 3,106
Sales of oil and gas produced | Boe (970) (1,242)
Ending balance | Boe 4,160 4,044
Oil (Barrels) [Member]    
Proved Developed and Undeveloped Reserves [Roll Forward]    
Beginning balance | bbl 3,996 2,163
Revisions of previous estimates | bbl 1,107 3,033
Sales of oil and gas produced | bbl (950) (1,200)
Ending balance | bbl 4,153 3,996
Gas (MCF) [Member]    
Proved Developed and Undeveloped Reserves [Roll Forward]    
Beginning balance | Mcf 290 100
Revisions of previous estimates | Mcf (126) 439
Sales of oil and gas produced | Mcf (124) (249)
Ending balance | Mcf 40 290


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 1)
Sep. 30, 2015
Boe
bbl
Mcf
Sep. 30, 2014
Boe
bbl
Mcf
Sep. 30, 2013
Boe
bbl
Mcf
Proved Developed and Undeveloped Reserve (Energy) [Abstract]      
Proved developed producing | Boe 4,160 4,044  
Proved developed non-producing | Boe  
Proved undeveloped | Boe  
Total Proved reserves | Boe 4,160 4,044 2,180
Oil (Barrels) [Member]      
Proved Developed and Undeveloped Reserves [Abstract]      
Proved developed producing | bbl 4,153 3,996  
Proved developed non-producing | bbl  
Proved undeveloped | bbl  
Total Proved reserves | bbl 4,153 3,996 2,163
Gas (MCF) [Member]      
Proved Developed and Undeveloped Reserves [Abstract]      
Proved developed producing | Mcf 40 290  
Proved developed non-producing | Mcf  
Proved undeveloped | Mcf  
Total Proved reserves | Mcf 40 290 100


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 2) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Supplemental Oil And Gas Information Details 2    
Unevaluated properties $ 200,575 $ 300,575
Evaluated properties 279,707 266,408
Gross capitalized costs 480,282 566,983
Less depreciation, depletion, amortization and impairment 225,428 171,021
Net capitalized cost $ 254,854 $ 395,962


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 3) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Property acquisition    
Unproved $ 100,000
Proved
Exploration
Development $ 14,264 $ 1,819
Cost recovery
Total costs incurred $ 14,264 $ 101,819


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 4) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Exploration costs
Cumulative exploration costs      
Calcasieu Parish, Louisiana [Member]        
Exploration costs $ 200,575 $ 57,311 $ 143,264
Cumulative exploration costs $ 200,575 $ 57,311 $ 143,264


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 5) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Supplemental Oil And Gas Information Details 5    
Beginning balance $ 300,575 $ 200,575
Additional Costs Incurred $ 100,000
Costs Transferred to DD&A Pool $ (100,000)
Ending balance $ 200,575 $ 300,575


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 6) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2013
Supplemental Oil And Gas Information Details 6      
Future cash inflows $ 210,701 $ 357,584  
Future production costs $ (165,373) (204,946)  
Future development costs (30,250)  
Future income tax expenses (8,404)  
Future net cash flows $ 45,328 113,984  
10% annual discount for estimated timing of cash flows (9,267) (20,159)  
Future net cash flows at end of year $ 36,061 $ 93,825 $ 61,938


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 7) - USD ($)
 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Supplemental Oil And Gas Information Details 7    
Standardized measure of discounted future net cash flows at beginning of year $ 93,825 $ 61,938
Discoveries and extensions
Revisions of previous estimates $ (67,018) $ 241,090
Net changes in production costs (4,940) $ (114,351)
Change in future development costs 14,796
Sales of oil and gas produced (24,512) $ (87,210)
Change in income taxes 6,918 (6,918)
Accretion of discount 10,074 6,194
Standardized measure of discounted future net cash flows at year end $ 36,061 $ 93,825


v3.3.1.900
Supplemental Oil and Gas Information (Unaudited) (Details 8)
 12 Months Ended
Sep. 30, 2015
USD ($)
Boe
Sep. 30, 2014
USD ($)
Boe
Supplemental Oil and Gas Information (Unaudited) [Abstract]    
Net revenues from production $ 42,153 $ 97,252
Expenses    
Lease operating expense 17,641 20,214
Accretion 1,547 1,624
Operating expenses 19,188 21,838
Depreciation, depletion and amortization 20,574 30,209
Impairment of oil and gas properties 133,833  
Total expenses 173,595 52,047
Results of operations $ (131,442) $ 45,205
Depreciation, depletion and amortization rate per net equivalent BOE | Boe 21.18 24.32