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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended March 31, 2013
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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Commission file number: 333-82580
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Delaware
(State or other Jurisdiction of Incorporation or Organization)
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59-3733133
(IRS Employer I.D. No.)
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Securities registered under Section 12 (b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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None
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None
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Securities registered under Section 12(g) of the Exchange Act:
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$0.0001 Par Value Common Stock
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Title of Class
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31.1
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Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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99.1
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Audit Committee Pre-Approval Policy(2)
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31.1
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Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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99.1
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Audit Committee Pre-Approval Policy(2)
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101*
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XBRL Instant Document
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Note 3 - Summary of Significant Accounting Policies (Policies)
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12 Months Ended |
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Mar. 31, 2013
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Policies | |
Exploration Stage | Exploration Stage Company. The Company is considered to be in the exploration stage. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
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Revenue Recognition, Policy | Revenue Recognition. Revenue associated with the production and sales of crude oil, natural gas, natural gas liquids and other natural resources owned by the Company will be recognized when production is sold to a purchaser at a fixed or determinable price when delivery has occurred and title passes from the Company to its customer, and if the collectability of the revenue is probable |
Use of Estimates, Policy | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Income Tax, Policy | Income Taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. |
Earnings Per Share, Policy | Loss per Share. The Companys basic loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company has 74,172,730 potentially dilutive common shares at March 31, 2013. However, such common stock equivalents were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive. |
Oil and Gas Properties Policy | Oil and gas properties. In July 2009, the Company changed its method of accounting for its oil and gas exploration and development activities from the full cost method to the successful efforts method. This change did not affect our financial statements, as we did not have any activity at that time. Although the full cost method of accounting for oil and gas exploration and development activities continue to be an accepted alternative, the successful efforts method of accounting is the preferred method. The Company believes the successful efforts method provides a more transparent representation of its results of operations and the ability to assess the Companys investments in oil and gas properties for impairment based on their estimated fair values rather than being required to base valuation on prices and costs as of the balance sheet date.
In accordance with the successful efforts method of accounting for oil and gas properties, costs of productive wells, developmental dry holes and productive leases are capitalized into appropriate groups of properties based on geographical and geological similarities. These capitalized costs are amortized using the unit-of-production method based on estimated proved reserves. Proceeds from sales of properties are credited to property costs, and a gain or loss is recognized when a significant portion of an amortization base is sold or abandoned.
Exploration costs, such as exploratory geological and geophysical costs, delay rentals and exploration overhead, are charged to expense as incurred. Exploratory drilling costs, including the cost of stratigraphic test wells, are initially capitalized but charged to exploration expense if and when the well is determined to be nonproductive. The determination of an exploratory wells ability to produce must be made within one year from the completion of drilling activities. The acquisition costs of unproved acreage are initially capitalized and are carried at cost, net of accumulated impairment provisions, until such leases are transferred to proved properties or charged to exploration expense as impairments of unproved properties. |
Condensed Statement of Operations (unaudited) (USD $)
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12 Months Ended | 61 Months Ended | |
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Mar. 31, 2013
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Mar. 31, 2012
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Mar. 31, 2013
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Income Statement | |||
Net revenue | |||
Cost of revenue | |||
Gross profit (loss) | |||
Stock compensation expense | 2,085,078 | ||
Loss on oil and gas properties | 36,000 | 168,189 | |
Investor relations | 991 | 568,805 | |
General and administrative expenses | 75,718 | 101,850 | 537,041 |
Loss from continuing operations | (111,718) | (102,841) | (3,359,113) |
Other income/(expense) | |||
Change in fair value of convertible notes | 101,701 | 62,430 | 205,725 |
Change in fair value of warrants | 97,575 | 89,320 | 210,800 |
Loss on extinguishment of debt | (177,941) | ||
Loss on loan modification | (283,000) | ||
Interest expense | (51,408) | (63,672) | (478,043) |
Total other income/(expenses) | 147,868 | 88,078 | (522,459) |
Net income/(loss) | $ 36,150 | $ (14,763) | $ (3,881,572) |
Weighted average common shares outstanding - basic and diluted | 9,668,582 | 29,778,111 | 9,531,985 |
Net loss per share - basic and diluted | $ 0.00 | $ 0.00 | $ (0.41) |
Note 4 - Fair Value Measurements
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4 - Fair Value Measurements | NOTE 4 FAIR VALUE MEASUREMENTS
The Company holds certain financial liabilities that are measured at fair value on a recurring basis in accordance with ASC Topic 825-10-15. ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:
Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 fair value elections are made on an instrument-by-instrument basis. The Company uses Level 3 inputs to value convertible notes and detachable warrants accounted for as derivatives.
The tables below detail the Companys assets and liabilities measured at fair value.
The following table presents the changes in Level 3 instruments measured on a recurring basis for the years ended March 31, 2013 and 2012:
The convertible notes and derivative liability in the preceding tables were measured at fair value, in accordance with ASC Topic 825-10-15, as one instrument and that fair value was allocated to each component. The Company made the fair value election due to this methodology providing a fairer representation of the economic substance of the transaction within the fair value hierarchy. Due to the lack of relevant and market reflective Level 1 and Level 2 inputs, the Company valued the instruments using Level 3 inputs, which require significant judgment and estimates on behalf of management in developing model assumptions. The factors considered in developing those assumptions included; the Companys inability to attract investment at terms more favorable to the Company, the lack of success in developing oil properties thus far, the continuing reduction in the net assets of the Company and the Companys history of default on currently outstanding debt.
Based on managements evaluation of the assumptions discussed above, the liabilities were initially recorded in an amount equal to the transaction price, which represented the fair value of the total liability at initial recognition. The model used by the Company is calibrated so that the model value at initial recognition equals the transaction price. On an ongoing basis the fair value model used in valuing the convertible notes and derivative liability utilizes the following inputs; exercise price per warrant, conversion price per share, contract term, volatility, current stock prices and risk free rates. The following assumptions were made in the model (1) risk free interest rate of 0.18% to 0.63%, (2) remaining contractual life of 1 to 4.87 years, (3) expected stock price volatility of 797% and (4) expected dividend yield of zero.
The carrying amounts of cash, accounts payable and accrued expenses approximate their respective fair values because of the short-term maturity of these items. The carrying amount of the Companys convertible notes from shareholders represents the face value of the notes, which approximated fair value at the time of issuance. |
Note 7 - Convertible Notes and Warrants: Schedule of Other Share-based Compensation, Activity (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Tables/Schedules | |||||||||||||||||||||||||||||||||||||
Schedule of Other Share-based Compensation, Activity |
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Note 4 - Fair Value Measurements: Fair Value Assets and Liabilities (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||
Fair Value Assets and Liabilities |
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Note 7 - Convertible Notes and Warrants: Schedule of Other Share-based Compensation, Activity (Details) (USD $)
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12 Months Ended | ||
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Mar. 31, 2013
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Mar. 31, 2012
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Mar. 31, 2011
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Warrants, Outstanding | 12,364,766 | 11,921,206 | 11,332,946 |
Warrants, Issued | 443,560 | 588,260 | |
Warrants, Granted, Weighted Average Exercise Price | $ 0.15 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.15 | ||
Minimum
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Warrants, Weighted Average Exercise Price | $ 0.15 | $ 0.15 | $ 0.15 |
Maximum
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Warrants, Weighted Average Exercise Price | $ 0.10 | $ 0.10 | $ 0.10 |
Note 3 - Summary of Significant Accounting Policies: Earnings Per Share, Policy (Details)
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12 Months Ended |
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Mar. 31, 2013
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Details | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 74,172,730 |
Note 3 - Summary of Significant Accounting Policies: Income Tax, Policy (Details)
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12 Months Ended |
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Mar. 31, 2013
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Details | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% |
Note 6 - Deferred Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)
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12 Months Ended | |
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Mar. 31, 2013
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Mar. 31, 2012
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Details | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (205,000) | $ (5,000) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 22,000 | (53,000) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 198,000 | 63,000 |
State and Local Income Tax Expense (Benefit), Continuing Operations | $ (15,000) | $ (5,000) |
Note 9 - Stock Option Plan (Details)
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Mar. 31, 2013
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Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 |
Note 5 - Oil and Gas Properties (Details) (Catron County New Mexico Property Lease, USD $)
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12 Months Ended |
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Mar. 31, 2013
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Catron County New Mexico Property Lease
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Land, in acres | 1,320 |
Operating Leases, Rent Expense, Net | $ 36,000 |
Note 2 - Basis of Presentation (Details) (USD $)
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Mar. 31, 2013
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Details | |
Retained Earnings (Accumulated Deficit) | $ (5,568,000) |
Note 2 - Basis of Presentation
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12 Months Ended |
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Mar. 31, 2013
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Notes | |
Note 2 - Basis of Presentation | NOTE 2 BASIS OF PRESENTATION
The Companys financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses since April 4, 2001, which losses have caused an accumulated deficit of approximately $5,568,000 at March 31, 2013 of which $3,881,000 has been accumulated during our current exploration activities. In addition, the Company has consumed cash in its operating activities of approximately $97,000 and $184,000 for the years ended March 31, 2013 and 2012, respectively. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern.
Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals.
In view of these conditions, the Companys ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. The Company is currently acquiring and developing crude oil and natural gas leases. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern. |
Note 5 - Oil and Gas Properties
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12 Months Ended |
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Mar. 31, 2013
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Notes | |
Note 5 - Oil and Gas Properties | NOTE 5 OIL AND GAS PROPERTIES
Catron Prospect Carton County, NM
We acquired a lease of 1,320 acres in Catron County, New Mexico for $36,000. The lease term was for ten years. The Department of the Interior canceled the lease and $36,000 was expensed in the year ended March 31, 2013. |
Note 3 - Summary of Significant Accounting Policies
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12 Months Ended |
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Mar. 31, 2013
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Notes | |
Note 3 - Summary of Significant Accounting Policies | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exploration Stage Company. The Company is considered to be in the exploration stage.
Cash and Cash Equivalents. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Revenue Recognition. Revenue associated with the production and sales of crude oil, natural gas, natural gas liquids and other natural resources owned by the Company will be recognized when production is sold to a purchaser at a fixed or determinable price when delivery has occurred and title passes from the Company to its customer, and if the collectability of the revenue is probable .
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.
Loss per Share. The Companys basic loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company has 74,172,730 potentially dilutive common shares at March 31, 2013. However, such common stock equivalents were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive.
Oil and gas properties. In July 2009, the Company changed its method of accounting for its oil and gas exploration and development activities from the full cost method to the successful efforts method. This change did not affect our financial statements, as we did not have any activity at that time. Although the full cost method of accounting for oil and gas exploration and development activities continue to be an accepted alternative, the successful efforts method of accounting is the preferred method. The Company believes the successful efforts method provides a more transparent representation of its results of operations and the ability to assess the Companys investments in oil and gas properties for impairment based on their estimated fair values rather than being required to base valuation on prices and costs as of the balance sheet date.
In accordance with the successful efforts method of accounting for oil and gas properties, costs of productive wells, developmental dry holes and productive leases are capitalized into appropriate groups of properties based on geographical and geological similarities. These capitalized costs are amortized using the unit-of-production method based on estimated proved reserves. Proceeds from sales of properties are credited to property costs, and a gain or loss is recognized when a significant portion of an amortization base is sold or abandoned.
Exploration costs, such as exploratory geological and geophysical costs, delay rentals and exploration overhead, are charged to expense as incurred. Exploratory drilling costs, including the cost of stratigraphic test wells, are initially capitalized but charged to exploration expense if and when the well is determined to be nonproductive. The determination of an exploratory wells ability to produce must be made within one year from the completion of drilling activities. The acquisition costs of unproved acreage are initially capitalized and are carried at cost, net of accumulated impairment provisions, until such leases are transferred to proved properties or charged to exploration expense as impairments of unproved properties. |
Note 4 - Fair Value Measurements: Fair Value Assets and Liabilities (Details) (USD $)
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Mar. 31, 2013
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Mar. 31, 2012
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Convertible notes from shareholders, at fair value | $ 227,521 | $ 308,255 |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 260,311 | 334,497 |
Fair Value, Inputs, Level 3
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Convertible notes from shareholders, at fair value | 227,521 | 308,255 |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | $ 260,311 | $ 334,497 |
Note 6 - Deferred Income Taxes (Details) (USD $)
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12 Months Ended |
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Mar. 31, 2013
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Unrecognized Tax Benefits Resulting in Net Operating Loss Carryforward | $ 4,173,000 |
Operating Loss Carryforwards, Limitations on Use | Utilization of the Companys net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 62,000 |
Minimum
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Operating Loss Carryforwards, Expiration Date | Jan. 01, 2024 |
Maximum
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Operating Loss Carryforwards, Expiration Date | Jan. 01, 2031 |
Note 7 - Convertible Notes and Warrants: Schedule of Derivative Liabilities at Fair Value (Details) (USD $)
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12 Months Ended | |||||||||||
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Mar. 31, 2013
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Mar. 31, 2012
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December 2009
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Debt Instrument, Face Amount | $ 352,942 | [1],[2] | ||||||||||
Proceeds | 300,000 | [1],[2] | ||||||||||
Notes, Fair value | 44,652 | [1],[2] | 47,109 | [1],[2] | ||||||||
Derivative liability, Fair value | 62,748 | [1],[2] | 113,204 | [1],[2] | ||||||||
January 2010
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Debt Instrument, Face Amount | 64,706 | |||||||||||
Proceeds | 60,000 | |||||||||||
Notes, Fair value | 4,785 | 7,919 | ||||||||||
Derivative liability, Fair value | 4,746 | 9,493 | ||||||||||
February 2010
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Debt Instrument, Face Amount | 352,942 | [3],[4] | ||||||||||
Proceeds | 300,000 | [3],[4] | ||||||||||
Notes, Fair value | 95,706 | [3],[4] | 156,694 | [3],[4] | ||||||||
Derivative liability, Fair value | 64,483 | [3],[4] | 114,872 | [3],[4] | ||||||||
August 2010
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Debt Instrument, Face Amount | 58,824 | |||||||||||
Proceeds | 50,000 | |||||||||||
Notes, Fair value | 18,148 | 30,482 | ||||||||||
Derivative liability, Fair value | 17,382 | 30,464 | ||||||||||
March 2011
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Debt Instrument, Face Amount | 70,590 | |||||||||||
Proceeds | 60,000 | |||||||||||
Notes, Fair value | 20,441 | 34,006 | ||||||||||
Derivative liability, Fair value | 19,672 | 34,062 | ||||||||||
August 2011
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Debt Instrument, Face Amount | 47,060 | |||||||||||
Proceeds | 40,000 | |||||||||||
Notes, Fair value | 16,157 | 27,012 | ||||||||||
Derivative liability, Fair value | 15,940 | 27,455 | ||||||||||
February 2012
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Debt Instrument, Face Amount | 11,766 | |||||||||||
Proceeds | 11,000 | |||||||||||
Notes, Fair value | 3,044 | 5,033 | ||||||||||
Derivative liability, Fair value | 2,837 | 4,947 | ||||||||||
August 2012
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Debt Instrument, Face Amount | 27,030 | |||||||||||
Proceeds | 23,000 | |||||||||||
Notes, Fair value | 15,295 | |||||||||||
Derivative liability, Fair value | 16,995 | |||||||||||
November 2012
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Debt Instrument, Face Amount | 13,178 | |||||||||||
Proceeds | 11,200 | |||||||||||
Notes, Fair value | 7,295 | |||||||||||
Derivative liability, Fair value | 8,118 | |||||||||||
February 2013
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Debt Instrument, Face Amount | 4,118 | |||||||||||
Proceeds | 3,500 | |||||||||||
Notes, Fair value | 1,998 | |||||||||||
Derivative liability, Fair value | 2,120 | |||||||||||
Total
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Debt Instrument, Face Amount | 1,003,156 | |||||||||||
Proceeds | 858,700 | |||||||||||
Notes, Fair value | 227,521 | 308,255 | ||||||||||
Derivative liability, Fair value | $ 260,311 | $ 334,497 | ||||||||||
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