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DELAWARE
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001-16653
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73-1238709
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation or Organization)
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File Number)
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Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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| (Do not check if a smaller reporting company) | |||
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PART I.
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FINANCIAL INFORMATION
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Page No.
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Item 1.
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Financial Statements
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Balance Sheets at September 30, 2016 (Unaudited) and December 31, 2015
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4
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Statements of Operations – For the three months and nine months ended September 30, 2016 and 2015 (Unaudited)
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5
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Statements of Cash Flows – For the nine months ended September 30, 2016 and 2015 (Unaudited)
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6
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Notes to Financial Statements
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7-8
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9-11
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 4.
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Controls and Procedures
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11
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PART II.
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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12
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Item 1A.
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Risk Factors
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
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Defaults Upon Senior Securities
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12
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Item 4.
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Mine Safety Disclosures
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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Signatures
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13
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September 30,
2016
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December 31,
2015
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|||||||
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ASSETS
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(UNAUDITED)
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|||||||
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Current assets:
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||||||||
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Cash
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$
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789
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$
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18,105
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||||
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Total current assets
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789
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18,105
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||||||
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Lease options
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181,475
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181,475
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||||||
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Total assets
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$
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182,264
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$
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199,580
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||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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Current liabilities:
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||||||||
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Accounts payable and accrued liabilities
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$
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49,600
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$
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8,175
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||||
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Total current liabilities
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49,600
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8,175
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Stockholders' equity:
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||||||||
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Common stock-$.001 par value authorized 150,000,000 shares, issued and outstanding 8,710,609
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8,710
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8,710
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||||||
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Additional paid in capital
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15,185,088
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15,081,928
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||||||
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Accumulated deficit
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(15,061,134
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)
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(14,899,233
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)
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Total stockholders' equity
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132,664
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191,405
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||||||
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Total liabilities and stockholders' equity
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$
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182,264
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$
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199,580
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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September 30,
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September 30,
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|||||||||||||||
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2016
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2015
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2016
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2015
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|||||||||||||
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Revenue:
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||||||||||||||||
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Petroleum sales
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$
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0
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$
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0
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$
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0
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$
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0
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||||||||
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Costs and expenses:
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Production and operating
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0
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0
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0
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0
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General and administrative
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18,859
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40,220
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161,901
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137,656
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18,859
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40,220
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161,901
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137,656
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|||||||||||||
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Operating loss
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(18,859
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)
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(40,220
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)
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(161,901
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)
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(137,656
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)
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||||||||
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Other income:
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Interest income
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0
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5
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0
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19
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||||||||||||
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Total other income
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0
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5
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0
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19
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Net loss
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$
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(18,859
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)
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$
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(40,215
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)
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$
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(161,901
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)
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$
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(137,637
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)
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Net loss per common share, basic & diluted
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.02
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)
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$
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(0.02
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)
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Weighted average number of
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||||||||||||||||
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common shares outstanding
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||||||||||||||||
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basic and diluted
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8,710,609
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8,710,609
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8,710,609
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8,583,550
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Nine Months Ended
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||||||||
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September 30, 2016
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September 30, 2015
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Cash flows from operating activities:
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Net loss
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$
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(161,901
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)
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$
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(137,637
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)
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Adjustments to reconcile net loss to net
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||||||||
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cash used in operating activities:
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||||||||
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Value of services contributed by officers
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37,500
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37,500
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Value of stock options issued
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65,660
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Change in operating assets and liabilities:
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||||||||
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Accounts payable and accrued liabilities
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41,425
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1,022
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Net cash used in operating activities
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(17,316
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)
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(99,115
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)
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Cash flows from financing activities:
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||||||||
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Proceeds from sale of stock
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0
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135,000
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||||||
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Net cash provided by financing activities
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0
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135,000
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Net change in cash
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(17,316
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)
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35,885
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Cash - Beginning of period
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18,105
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82
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Cash - End of period
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$
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789
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$
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35,967
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Supplemental Disclosure:
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Common stock options issued to acquire lease options
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$
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— |
$
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181,475
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Item 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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31.1
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Certification of J.C. Whorton, Jr., Chief Executive Officer pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(1) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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31.2
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Certification of Michael R. Morrisett, principal financial officer pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(1) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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32.1
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Certification of J.C. Whorton, Jr., Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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32.2
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Certification of Michael R. Morrisett, principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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101
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Financial Statements for XBRL format (submitted herewith).
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Empire Petroleum Corporation
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Date:
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November 14, 2016
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By:
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/s/ J. C. Whorton, Jr.
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J. C. Whorton, Jr.
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|||
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Chief Executive Officer
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|||
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(principal executive officer)
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31.1
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Certification of J.C. Whorton, Jr., Chief Executive Officer pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(1) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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31.2
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Certification of Michael R. Morrisett, principal financial officer pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(1) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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32.1
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Certification of J.C. Whorton, Jr., Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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32.2
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Certification of Michael R. Morrisett, principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
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101
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Financial Statements for XBRL format (submitted herewith).
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1.
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I have reviewed this annual report on Form 10‑Q of Empire Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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November 14, 2016
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/s/ J. C. Whorton, Jr. | ||
| J. C. Whorton, Jr. | |||
| Chief Executive Officer | |||
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1.
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I have reviewed this annual report on Form 10‑Q of Empire Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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November 14, 2016
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/s/ Michael R. Morrisett | ||
| Michael R. Morrisett | |||
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President and principal financial officer
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|||
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 14, 2016
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/s/ J. C. Whorton, Jr. | ||
| J. C. Whorton, Jr. | |||
| Chief Executive Officer | |||
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 14, 2016
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/s/ Michael R. Morrisett | ||
| Michael R. Morrisett | |||
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President and principal financial officer
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|||
Document and Entity Information |
9 Months Ended |
|---|---|
|
Sep. 30, 2016
shares
| |
| Document And Entity Information | |
| Entity Registrant Name | Empire Petroleum Corporation |
| Entity Central Index Key | 0000887396 |
| Document Type | 10-Q |
| Document Period End Date | Sep. 30, 2016 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --12-31 |
| Is Entity a Well-known Seasoned Issuer? | No |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | No |
| Entity Filer Category | Smaller Reporting Company |
| Entity Common Stock, Shares Outstanding | 8,710,609 |
| Document Fiscal Period Focus | Q3 |
| Document Fiscal Year Focus | 2016 |
BALANCE SHEETS - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Current assets: | ||
| Cash | $ 789 | $ 18,105 |
| Total current assets | 789 | 18,105 |
| Lease options | 181,475 | 181,475 |
| Total assets | 182,264 | 199,580 |
| Current liabilities: | ||
| Accounts payable and accrued liabilities | 49,600 | 8,175 |
| Total current liabilities | 49,600 | 8,175 |
| Stockholders' equity | ||
| Common stock-$.001 par value authorized 150,000,000 shares, issued and outstanding 8,710,609 | 8,710 | 8,710 |
| Additional paid in capital | 15,185,088 | 15,081,928 |
| Accumulated deficit | (15,061,134) | (14,899,233) |
| Total stockholders' equity | 132,664 | 191,405 |
| Total liabilities and stockholders' equity | $ 182,264 | $ 199,580 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Stockholders' equity | ||
| Common stock par value | $ .001 | $ .001 |
| Common stock shares authorized | 150,000,000 | 150,000,000 |
| Common stock shares issued | 8,710,609 | 8,710,609 |
| Common stock shares outstanding | 8,710,609 | 8,710,609 |
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
| Revenue: | ||||
| Petroleum Sales | $ 0 | $ 0 | $ 0 | $ 0 |
| Costs and expenses: | ||||
| Production and operating | 0 | 0 | 0 | 0 |
| General and administrative | 18,859 | 40,220 | 161,901 | 137,656 |
| Total costs and expenses | 18,859 | 40,220 | 161,901 | 137,656 |
| Operating loss | (18,859) | (40,220) | (161,901) | (137,656) |
| Other income: | ||||
| Interest income | 0 | 5 | 0 | 19 |
| Total other income | 0 | 5 | 0 | 19 |
| Net loss | $ (18,859) | $ (40,215) | $ (161,901) | $ (137,637) |
| Net loss per common share, basic and diluted | $ (0.00) | $ (0.00) | $ (0.02) | $ (0.02) |
| Weighted average number of common shares outstanding basic and diluted | 8,710,609 | 8,710,609 | 8,710,609 | 8,583,550 |
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (161,901) | $ (137,637) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Value of services contributed by officers | 37,500 | 37,500 |
| Value of stock options issued | 65,660 | |
| Change in operating assets and liabilities: | ||
| Accounts payable and accrued liabilities | 41,425 | 1,022 |
| Net cash used in operating activities | (17,316) | (99,115) |
| Cash flows from financing activities: | ||
| Proceeds from sale of stock | 0 | 135,000 |
| Net cash provided by financing activities | 0 | 135,000 |
| Net change in cash | (17,316) | 35,885 |
| Cash - Beginning of period | 18,105 | 82 |
| Cash - End of period | 789 | 35,967 |
| Suplemental Disclosure: | ||
| Common stock options issued to acquire lease options | $ 181,475 | |
Basis Of Presentation And Significant Accounting Policies |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes to Financial Statements | |
| 1. Basis Of Presentation And Significant Accounting Policies | The accompanying unaudited financial statements of Empire Petroleum Corporation ("Empire" or the "Company") have been prepared in accordance with United States generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, the results of operations, and the cash flows for the interim period are included. All adjustments are of a normal, recurring nature. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The information contained in this Form 10-Q should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2015 which are contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 30, 2016.
The Company has incurred significant losses in recent years. The continuation of the Company as a going concern is dependent upon the ability of the Company to attain future profitable operations and/or additional debt or equity financing until profitable operations are achieved. These financial statements have been prepared on the basis of United States generally accepted accounting principles applicable to a company with continuing operations, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. Management believes the going concern assumption to be appropriate for these financial statements. If the going concern assumption were not appropriate for these financial statements, then adjustments might be necessary to adjust the carrying value of assets and liabilities and reported expenses.
The Company continues to seek partners to help it explore and develop oil and gas interests. The ultimate recoverability of the Company's investment in oil and gas interests is dependent upon the existence and discovery of economically recoverable oil and gas reserves, the ability of the Company to obtain necessary financing to further develop the interests, and the ability of the Company to attain future profitable production.
As of September 30, 2016, the Company had $789 of cash. In order to sustain the Company's operations on a long-term basis, the Company continues to look for merger opportunities and consider public or private financings.
Compensation of Officers and Employees
As of September 30, 2016, the Company had no employees. Mr. Albert E. Whitehead, the Company's Chairman and Chief Executive Officer until January 20, 2015, devoted a considerable amount of time to the affairs of the Company and received no compensation. On January 21, 2015, J.C. Whorton was appointed as the Company's Chief Executive Officer and Michael R. Morrisett was appointed as the Company's President. Neither Mr. Whorton nor Mr. Morrisett have received compensation from the Company in the first nine months of 2016 or 2015. The fair value of these services is estimated by management and is recognized as a capital contribution. For the nine months ended September 30, 2016 and 2015 the Company recorded $37,500 as a contribution by its executive officers.
Fair Value Measurements
The Financial Accounting Standards Board ("FASB") fair value measurement standards define fair value, establish a consistent framework for measuring fair value and establish a fair value hierarchy based on the observability of inputs used to measure fair value. The Company's primary marketable asset is cash, and it owns no marketable securities. |
Property And Equipment |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes to Financial Statements | |
| 2. Property And Equipment | As of September 30, 2016, the Company did not own any interest in oil and gas properties or equipment. |
Equity |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes to Financial Statements | |
| 3. Equity | Diluted Earnings per Share ("EPS") gives effect to all dilutive potential common shares outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on losses. As a result, if there is a loss from continuing operations, Diluted EPS is computed in the same manner as Basic EPS. At September 30, 2016 and 2015, the Company had, respectively, 2,946,250 and 1,796,250 options and warrants outstanding that were not included in the calculation of earnings per share for the periods then ended. Such financial instruments may become dilutive and would then need to be included in future calculations of Diluted EPS. At September 30, 2016 and 2015, the outstanding options were considered anti-dilutive since the strike prices were above the market price and since the Company has incurred losses year to date.
The Company completed a private placement to seven accredited investors on dates from February 12, 2015 through February 24, 2015 of 1,080,000 shares of common stock, along with warrants to purchase up to 540,000 shares of the Company's common stock at an exercise price of $0.25, for an aggregate price of $135,000. The warrants may be exercised at any time from the date of issuance until February 28, 2017. Proceeds of the placements were allocated $127,062 to Common Stock Warrants, $1,080 to Common Stock and $6,858 to Paid in Capital. The value assigned to the warrants was determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 214%, risk free interest rate of .49% and an expected useful life of two years.
Effective April 8, 2015, the Company entered into an option to acquire oil & gas leases (the "Lease Option Agreement") with certain parties (BHPP Group). Pursuant to the Lease Option Agreement, the Company acquired the sole and exclusive option for a period of two years to enter into one or more oil and gas leases with respect to any mineral interests owned by BHPP Group Members within an area of mutual interest located in the Counties of Haakon, Meade and Pennington in the State of South Dakota (the "Area of Mutual Interest"). The Lease Option Agreement covers approximately 150,000 gross leasable acres. As the initial consideration under the Lease Option Agreement, the Company granted to the BHPP Group options to acquire an aggregate of 1,000,000 shares of the Company's Common Stock, at exercise price of $0.25 per share for a period of two years from the effective date of the Lease Option Agreement. In addition, under the Lease Option Agreement, the BHPP Group has the right to be issued additional options to acquire shares of Common Stock at an exercise price of $0.25 per share upon assisting the Company securing additional oil and gas leases within the Area of Mutual Interest. The value assigned to the stock options was determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 147%, risk free interest rate of .54% and an expected useful life of two years. The value of the stock options was allocated $150,200 to Paid in Capital with an offsetting allocation of $150,200 to the Lease Options.
Effective April 30, 2015, the Company entered into an option to acquire oil & gas leases (the "Lease Option Agreement II") with certain parties (Anderson Brothers). Pursuant to the Lease Option Agreement II, the Company acquired the sole and exclusive option for a period of two years to enter into one or more oil and gas leases with respect to any mineral interests owned by the Anderson Brothers within an area of mutual interest located in the Counties of Perkins and Harding in the State of South Dakota and the County of Adams, North Dakota (the "Area of Mutual Interest II"). The Lease Option Agreement II covers approximately 10,000 gross leasable acres. As the initial consideration under the Lease Option Agreement II, the Company granted to the Anderson Brothers options to acquire an aggregate of 250,000 shares of the Company's Common Stock, at exercise price of $0.25 per share for a period of two years from the effective date of the Lease Option Agreement II. In addition, under the Lease Option Agreement II, the Anderson Brothers have the right to be issued additional options to acquire shares of Common Stock at an exercise price of $0.25 per share upon assisting the Company securing additional oil and gas leases within the Area of Mutual Interest II. The value assigned to the stock options was determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 135%, risk free interest rate of .58% and an expected useful life of two years. The value of the stock options was allocated $31,275 to Paid in Capital with an offsetting allocation of $31,275 to the Lease Options.
On June 1, 2016 the Company issued options to purchase a total of 1,150,000 shares of the Company's common stock under the 2006 Stock Incentive Plan for services rendered to the Company, including capital formation, prospective deal origination, evaluation, due diligence, and administrative support. The options immediately vested and expire after 2 years. 600,000 of the options have a strike price of 15 cents, with the remainder, 550,000, having a strike price of 25 cents. The Company recorded an expense of $65,660 for the options, $27,500 related to the 25 cent options and $38,160 related to the 15 cent options. The value assigned to the stock options was determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 113%, risk free interest rate of .91% and an expected useful life of two years. |
Basis Of Presentation And Significant Accounting Policies (Policies) |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Basis Of Presentation And Significant Accounting Policies Policies | |
| Compensation of Officers and Employees | As of September 30, 2016, the Company had no employees. Mr. Albert E. Whitehead, the Company's Chairman and Chief Executive Officer until January 20, 2015, devoted a considerable amount of time to the affairs of the Company and received no compensation. On January 21, 2015, J.C. Whorton was appointed as the Company's Chief Executive Officer and Michael R. Morrisett was appointed as the Company's President. Neither Mr. Whorton nor Mr. Morrisett have received compensation from the Company in the first nine months of 2016 or 2015. The fair value of these services is estimated by management and is recognized as a capital contribution. For the nine months ended September 30, 2016 and 2015 the Company recorded $37,500 as a contribution by its executive officers. |
| Fair Value Measurements | The Financial Accounting Standards Board ("FASB") fair value measurement standards define fair value, establish a consistent framework for measuring fair value and establish a fair value hierarchy based on the observability of inputs used to measure fair value. The Company's primary marketable asset is cash, and it owns no marketable securities. |
Basis Of Presentation And Significant Accounting Policies (Details Narrative) - USD ($) |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Basis Of Presentation And Significant Accounting Policies Details Narrative | ||||
| Cash | $ 789 | $ 35,967 | $ 18,105 | $ 82 |
| Value of services contributed by employee | $ 37,500 | $ 37,500 | ||
Equity (Details Narrative) - shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Equity Details Narrative | ||
| Options and warrants outstanding | 2,946,250 | 1,796,250 |