U. S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended December 31, 2015
Commission File No. 000-51638
GULFSLOPE
ENERGY, INC.
(Exact Name of Issuer as Specified in its
Charter)
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Delaware |
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16-1689008 |
(State or Other Jurisdiction of |
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(I.R.S. Employer I.D. No.) |
incorporation or organization) |
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2500 CityWest Blvd., Suite 800
Houston, Texas 77042
(Address of Principal
Executive Offices)
(281) 918-4100
(Issuer’s
Telephone Number)
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 (the “Exchange Act”)
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, 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 ☒ No ☐
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 definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
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 ☐ No ☒
The number of shares outstanding of our common stock, as of
February 16, 2016, was 679,991,952.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Report”)
contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. All statements other than statements of historical facts included in this Report including, without
limitation, statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included
in this Report, regarding our financial condition, estimated working capital, business strategy, the plans and objectives of our
management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”,
“expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”,
“goal”, “plans”, “objective”, “should”, or similar expressions or variations on
such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking
statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties
and other important factors that could cause our actual results to differ materially from the forward-looking statements including,
but not limited to, economic conditions generally and in the markets in which we may participate, competition within our chosen
industry, technological advances and failure by us to successfully develop business relationships. A more detailed discussion
of possible risks is included in “Risk Factors” included in our Annual Report on Form 10-K filed with the Securities
and Exchange Commission on December 29, 2015.
Except as otherwise required by the federal
securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking
statement contained in this Report to reflect any change in our expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.
PART I - FINANCIAL STATEMENTS (Unaudited)
Item 1. Financial Statements.
December 31, 2015
CONTENTS
GulfSlope
Energy, Inc.
Condensed Balance
Sheets
As of December 31, 2015 and September
30, 2015
(Unaudited)
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December 31, 2015 | |
|
September 30, 2015 | |
| |
| | | |
| | |
Assets | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and Cash Equivalents | |
$ | 130,173 | | |
$ | 1,428,014 | |
Prepaid Expenses and Other Current Assets | |
| 279,235 | | |
| 53,883 | |
Total Current Assets | |
| 409,408 | | |
| 1,481,897 | |
Property and Equipment, Net of Depreciation | |
| 57,400 | | |
| 70,515 | |
Oil and Natural Gas Properties, Full Cost Method of Accounting | |
| | | |
| | |
Unproved Properties | |
| 6,737,699 | | |
| 5,557,183 | |
Total Non-Current Assets | |
| 6,795,099 | | |
| 5,627,698 | |
Total Assets | |
$ | 7,204,507 | | |
$ | 7,109,595 | |
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| | | |
| | |
Liabilities and Stockholders’ Deficit | |
| | | |
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Current Liabilities | |
| | | |
| | |
Accounts Payable | |
$ | 404,156 | | |
$ | 178,649 | |
Related Party Payable | |
| 278,277 | | |
| 263,397 | |
Accrued Expenses and Other Payables | |
| 1,352,929 | | |
| 1,313,415 | |
Accrued Interest Payable | |
| 486,178 | | |
| 384,531 | |
Stock Payable | |
| 11,605 | | |
| — | |
Notes Payable | |
| 191,900 | | |
| 4,988 | |
Loan from Related-Party | |
| 7,955,000 | | |
| 7,955,000 | |
Total Current Liabilities | |
| 10,680,045 | | |
| 10,099,980 | |
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| | | |
| | |
Total Liabilities | |
| 10,680,045 | | |
| 10,099,980 | |
Stockholders’ Deficit | |
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Preferred Stock; par value ($0.001); | |
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Authorized 50,000,000 shares | |
| | | |
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none issued or outstanding | |
| — | | |
| — | |
Common Stock; par value ($0.001); | |
| 679,992 | | |
| 670,391 | |
Authorized 975,000,000 shares; 670,391,952 and | |
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679,991,952 issued and outstanding, respectively | |
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Additional Paid-in-Capital – Stock To Be Issued | |
| — | | |
| 230,000 | |
Additional Paid-in-Capital | |
| 24,886,277 | | |
| 24,460,484 | |
Accumulated Deficit | |
| (29,041,807 | ) | |
| (28,351,260 | ) |
Total Stockholders’ Deficit | |
| (3,475,538 | ) | |
| (2,990,385 | ) |
Total Liabilities and Stockholders’ Deficit | |
$ | 7,204,507 | | |
$ | 7,109,595 | |
The accompanying
notes are an integral part to these condensed financial statements.
GulfSlope
Energy, Inc.
Condensed Statements of Operations
For the Three Months Ended December
31, 2015 and 2014
(Unaudited)
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For the three months ended December 31, 2015 | | |
For the three months ended December 31, 2014 | |
Revenues | |
$ |
— | |
|
$ |
— | |
Impairment of Oil and Natural Gas Properties | |
|
— | | |
| — |
General & Administrative Expenses | |
| 587,171 | | |
| 764,086 | |
Net Loss from Operations | |
| (587,171 | ) | |
| (764,086 | ) |
Other Income/(Expenses): | |
| | | |
| | |
Interest Income | |
| — | | |
| 113 | |
Interest Expense | |
| (103,376 | ) | |
| (84,218 | ) |
Net Loss Before Income Taxes | |
| (690,547 | ) | |
| (848,191 | ) |
Provision for Income Taxes | |
| — | | |
| — | |
Net Loss | |
$ | (690,547 | ) | |
$ | (848,191 | ) |
Loss Per Share - Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Weighted Average Shares Outstanding – Basic and Diluted | |
| 672,198,474 | | |
| 660,672,345 | |
The accompanying notes are an integral part
to these condensed financial statements.
GulfSlope Energy, Inc.
Condensed
Statements of Cash Flows
For the Three Months Ended December
31, 2015 and 2014
(Unaudited)
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For the three months ended December 31, 2015 | | |
For the three months ended December 31, 2014 | |
OPERATING ACTIVITIES | |
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Net Loss | |
$ | (690,547 | ) | |
$ | (848,191 | ) |
Adjustments to reconcile net loss to net cash | |
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From Operating Activities: | |
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Depreciation | |
| 13,116 | | |
| 13,016 | |
Stock Issued for Services | |
| 91,697 | | |
| 105,202 | |
Changes in Operating Assets and Liabilities | |
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(Increase)/Decrease in Prepaid Expenses | |
| 15,494 | | |
| 40,058 | |
Increase/(Decrease) in Accounts Payable | |
| 25,883 | | |
| 36,357 | |
Increase/(Decrease) in Related Party Payable | |
| 14,880 | | |
| (60,688 | ) |
Increase/(Decrease) in Accrued Interest | |
| 101,647 | | |
| 82,544 | |
Increase/(Decrease) in Accrued Liabilities | |
| 39,515 | | |
| 50,000 | |
Net Cash From Operating Activities | |
| (388,315 | ) | |
| (581,702 | ) |
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INVESTING ACTIVITIES | |
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Exploration Costs | |
| (855,590 | ) | |
| (965,986 | ) |
Purchase of Equipment | |
| — | | |
| (14,478 | ) |
Net Cash From Investing Activities | |
| (855,590 | ) | |
| (980,464 | ) |
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FINANCING ACTIVITIES | |
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Restricted Cash | |
| — | | |
| (113 | ) |
Payments on Note Payable | |
| (53,936 | ) | |
| (41,985 | ) |
Net Cash From Financing Activities | |
| (53,936 | ) | |
| (42,098 | ) |
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Net Increase/(Decrease) in Cash | |
| (1,297,841 | ) | |
| (1,604,264 | ) |
Beginning Cash Balance | |
| 1,428,014 | | |
| 4,410,302 | |
Ending Cash Balance | |
$ | 130,173 | | |
$ | 2,806,038 | |
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Supplemental Schedule of Cash Flow Activities | |
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Cash Paid for Interest | |
$ | 1,729 | | |
$ | 1,674 | |
Non-Cash Financing and Investing Activities | |
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Prepaid Asset Financed by Note Payable | |
$ | 240,848 | | |
$ | 224,361 | |
Capital Expenditures Included in Accounts Payable | |
$ | 188,019 | | |
$ | 127,667 | |
Capital Expenditures Included in Stock Payable | |
$ | 11,605 | | |
$ | — | |
Stock-Based Compensation Capitalized to Unproved Properties | |
$ | 113,697 | | |
$ | 113,006 | |
The accompanying
notes are an integral part to these condensed financial statements.
GulfSlope Energy, Inc.
Notes to Condensed Financial Statements
December 31, 2015
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
GulfSlope Energy, Inc. (the “Company,”
“GulfSlope,” “our” and words of similar import), a Delaware corporation, is an independent crude oil and
natural gas exploration company whose interests are concentrated in the United States Gulf of Mexico federal waters offshore Louisiana
in less than 800 feet of water depth. The Company has leased 23 federal Outer Continental Shelf blocks (referred to
as “prospect,” “portfolio” or “leases” in this Report) and licensed 2.2 million acres of three-dimensional
(3-D) seismic data in its area of concentration.
Since March 2013, we have been singularly
focused on identifying high-potential oil and gas prospects. We have licensed 3-D seismic data covering approximately 2.2
million acres and have evaluated this data using advanced interpretation technologies. As a result of these analyses, we have identified
and acquired leases on 19 prospects that we believe may contain economically recoverable hydrocarbon deposits, and we plan to continue
to conduct more refined analyses of our prospects as well as target additional lease and property acquisitions. Our activities
have been focused exclusively in the federal waters of the Gulf of Mexico. We have given preference to areas with water depths
of 800 feet or less where production infrastructure already exists, which we believe will allow for any discoveries to be developed
faster and less expensively with the goal to reduce economic risk while increasing returns.
As of December 31, 2015, we have no proved
reserves. We expect that any drilling activities on our prospects will commence in late fiscal year 2016, or first half of fiscal
year 2017 at the earliest.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The condensed financial statements included
herein are unaudited. However, these condensed financial statements include all adjustments (consisting of normal recurring
adjustments) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations
and cash flows for the interim periods. The results of operations for interim periods are not necessarily indicative
of the results to be expected for an entire year. The preparation of financial statements in accordance with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company’s
condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.
Certain information, accounting policies,
and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) have been omitted in this Form 10-Q pursuant to certain rules and
regulations of the Securities and Exchange Commission (“SEC”). The condensed financial statements should
be read in conjunction with the audited financial statements for the year ended September 30, 2015, which were included in the
Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 and filed with the Securities and Exchange
Commission on December 29, 2015.
Cash and Cash Equivalents
GulfSlope considers highly liquid investments
with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Cash
equivalents consist primarily of interest-bearing bank accounts and money market funds. The Company’s cash positions
represent assets held in checking and money market accounts. These assets are generally available on a daily or weekly
basis and are highly liquid in nature.
Liquidity/Going Concern
The Company has incurred accumulated losses
as of December 31, 2015 of $29,041,807. Further losses are anticipated in developing our business. As a result, our auditors have
expressed substantial doubt about our ability to continue as a going concern. As of December 31, 2015, we had $130,173 of unrestricted
cash on hand. The Company estimates that it will need to raise a minimum of $5 million to meet its obligations and planned
expenditures through December 31, 2016. The Company plans to finance its operations through the issuance of equity, debt
financings or joint ventures, further sale of working interests in prospects or bridge financing. Our policy has been to
periodically raise funds through sale of equity on a limited basis, to avoid undue dilution while at the early stages of execution
of our business plan. Short term needs have been historically funded through loans from executive management and other related
parties. There are no assurances that financing will be available with acceptable terms, if at all. If the Company is not
successful in obtaining financing, operations would need to be curtailed or ceased. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Full Cost Method
The Company uses the full cost method of
accounting for oil and gas exploration and development activities. Under the full cost method of accounting, all costs associated
with the exploration for and development of oil and gas reserves are capitalized on a country-by-country basis into a single cost
center (“full cost pool”). Such costs include land acquisition costs, geological and geophysical (“G&G”)
expenses, carrying charges on non-producing properties, costs of drilling both productive and non-productive wells and overhead
charges directly related to acquisition, exploration and development activities. All of the Company’s oil and gas properties
are located within the United States, its sole cost center.
The costs of unproved properties and related
capitalized costs are withheld from the depletion base until such time as they are either developed or abandoned. When
proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment
is added to costs subject to depletion and full cost ceiling calculations. Capitalized costs that are directly associated
with unproved properties acquired by the Company during the current quarter are included in the full cost pool. As of
December 31, 2015, the Company had no proved reserves.
Companies that use the full cost method
of accounting for oil and natural gas exploration and development activities are required to perform a ceiling test calculation
each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is
performed quarterly, on a country-by-country basis, utilizing the average of prices in effect on the first day of the month for
the preceding twelve-month period. The ceiling limits such pooled costs to the aggregate of the present value of future net revenues
attributable to proved crude oil and natural gas reserves discounted at 10% plus the lower of cost or market value of unproved
properties less any associated tax effects. If such capitalized costs exceed the ceiling, the Company will record a write-down
to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence
and results in a lower depreciation, depletion and amortization rate in future periods. A write-down may not be reversed in future
periods even though higher oil and natural gas prices may subsequently increase the ceiling.
Proceeds from property sales will generally
be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship
between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically
involve a sale of 25% or more of the proved reserves related to a single full cost pool.
Basic and Dilutive Earnings Per Share
Basic earnings per share (“EPS”)
is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period
(denominator). Diluted EPS is computed by dividing net income (loss) by the weighted average number of common shares
and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options,
warrants, and restricted stock. The number of potential common shares outstanding relating to stock options, warrants,
and restricted stock is computed using the treasury stock method.
As the Company has incurred losses for
the three months ended December 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into
the loss per share calculations. As of December 31, 2015 and 2014, there were 52,389,171 and 53,290,166 potentially
dilutive shares, respectively.
Recent Accounting Pronouncements
In May 2014, the FASB issued
Accounting Standards Update No. 2014-09 (“ASU No. 2014-09”), which requires an entity to recognize the amount of
revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace
most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for annual
reporting periods beginning after December 15, 2016. Early application is not permitted. The standard permits the use of
either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09
will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition
method nor has it determined the effect of the standard on its ongoing financial reporting.
In August 2014, the FASB issued
Accounting Standard Update No. 2014-15 (“ASU No. 2014-15”), Presentation of Financial Statements Going Concern
(Subtopic 205-40) which requires management to assess an entity’s ability to continue as a going concern
by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU No.
2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after
the date that the financial statements are issued (or available to be issued). It also requires certain disclosures
when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express
statement and other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2016, and early application is permitted. We are
currently evaluating the accounting implication and do not believe the adoption of ASU 2014-15 to have material impact on
our consolidated financial statements, although there may be additional disclosures upon adoption. The Company has evaluated
all other recent accounting pronouncements and believes that none of them will have a significant effect on the
Company’s financial statements.
NOTE 3 – OIL AND NATURAL
GAS PROPERTIES
During March 2014, the Company bid on 23
blocks in the Central Gulf of Mexico Lease Sale 231, conducted by the Bureau of Ocean Energy Management (“BOEM”). Of
those 23 bids, the Company was the high bidder on 22 of 23 blocks. During May and June of 2014, the Company was awarded 21 of the
22 blocks and paid the remaining 80% lease bid amount and the first year lease rentals on all of the awarded blocks. The total
amount paid was $8,126,972, which includes the lease deposit amount, the remaining 80% and the first year lease rental payment.
In March 2014, the Company entered
into a farm-out letter agreement with Texas South Energy, Inc. (“Texas South”), a related party, relating to five
prospects located within the blocks the Company bid on at the Central Gulf of Mexico Lease Sale 231 and received $8.2 million
from Texas South. In September 2015, the Company completed the March 2014 farm-out agreement with Texas
South. Texas South funded the final $1.8 million under the agreement for a total purchase price of $10 million and
acquired a 20% working interest in five prospects. Texas South is obligated to pay its proportionate share of the net
annual rental costs related to the prospects. The Company will be the operator of record. In accordance with full
cost requirements, the Company recorded the proceeds from the transaction as an adjustment to capitalized costs with no gain
recognition.
During the period April 1 to September
30, 2014, the Company incurred $1,365,239 in consulting fees and salaries and benefits
associated with full-time geoscientists, and $763,767 associated with technological infrastructure, third party hosting services
and seismic data. The Company properly capitalized these geological and geophysical (G&G) costs because the Company acquired
specific unevaluated properties during the period to which these costs were related.
During the period October 1, 2014 to September 30, 2015, the
Company incurred $3,231,780 in consulting fees and salaries and benefits associated with full-time geoscientists, and $921,124
associated with technological infrastructure, third party hosting services and seismic data. The Company properly capitalized these
G&G costs because the Company acquired specific unevaluated properties during the period that these costs relate to. At
March 31, 2015, a portion of these costs, $93,052, specifically related to properties that were not yet acquired were subject to
the ceiling limitation test and immediately impaired.
In March 2015, the Company competitively bid on four blocks
in the Central Gulf of Mexico Lease Sale 235 conducted by BOEM. The Company was the high bidder on three of the four
blocks. The Company was awarded two of the three blocks and paid the remaining 80% lease bonus amount and the first
year rentals for total consideration of $340,547.
During the period October 1, 2015 to December 31, 2015, the
Company incurred $833,292 in consulting fees and salaries and benefits associated with full-time geoscientists, and $347,224 associated
with technological infrastructure, third party hosting services and seismic data. The Company properly capitalized these G&G
costs because the Company owned the specific properties that these costs relate to.
These above capitalized exploration
costs net of impairment amounts when added to our lease acquisition costs net of the sale of the working interest,
result in $6,737,699, the amount of unproved oil and natural gas properties on the Company’s balance sheet at December
31, 2015.
NOTE 4 – RELATED PARTY TRANSACTIONS
During April through September 2013, the
Company entered into convertible promissory notes whereby it borrowed a total of $6,500,000 from John Seitz, its current chief
executive officer. The notes are due on demand, bear interest at the rate of 5% per annum, and are convertible
into shares of common stock at a conversion price equal to $0.12 per share of common stock (the then offering price of shares of
common stock to unaffiliated investors). In May 2013, John Seitz converted $1,200,000 of the aforementioned debt into 10,000,000
shares of common stock, which shares were issued in July 2013. In June of 2014, the Company entered into a promissory
note whereby it borrowed a total of $1,160,000 from Mr. Seitz. The note is not convertible, due on demand and bears interest at
a rate of 5% per annum. Additionally, during June through August 2015, the Company entered into promissory notes with John Seitz
whereby it borrowed a total of $1,250,000. The notes are not convertible, due on demand and bear interest at the rate
of 5% per annum. These notes when added to the 2013 and 2014 promissory notes payable to John Seitz bring the total
owed to our CEO to $7,710,000. There was a total of $481,585 of unpaid interest associated with these loans included
in accrued liabilities within our balance sheet as of December 31, 2015.
In August 2015, the Company entered into
convertible promissory notes whereby it borrowed a total of $245,000 from Dr. Ronald Bain, its current president and chief operating
officer, and his affiliate ConRon Consulting, Inc. The notes are not convertible, due on demand, and bear interest at
the rate of 5% per annum. As of December 31, 2015, there was a total of $4,593 accrued interest associated with these
loans and the Company has recorded interest expense for the same amount.
In October 2013, the Company issued
to Brady Rodgers, the Company’s Vice President Engineering and Business Development, a ten-year option to purchase 2,000,000
shares of the Company’s common stock at an exercise price of $0.12 per share. A fair value of $161,143 was computed
using the Black-Scholes option-pricing model, of which $161,143 has been expensed from October 2013 through December 31,
2015. The options vested 50% in October 2014 and 50% in October 2015.
Domenica Seitz, CPA, has provided accounting
consulting services to the Company. During the three month period ended December 31, 2015, services provided were valued at $14,880
based on market-competitive salaries, time devoted and professional rates. The Company has accrued these amounts, and
they are reflected in the December 31, 2015 condensed financial statements.
John Seitz has not received a salary since
May 31, 2013, the date he commenced serving as our chief executive officer and accordingly, no amount has been accrued on our financial
statements. Prior to serving as Chief Executive Officer, John Seitz served as a Company consultant and the Company accrued and
subsequently paid $120,000 of consulting compensation owed to Mr. Seitz. As of December 31, 2015, Mr. Seitz beneficially
owns 246,834,727 shares of the Company’s common stock (including shares issuable upon conversion of the principal amount
plus accrued interest of convertible notes held by Mr. Seitz). The Company recognizes that his level of stock ownership significantly
aligns his interests with shareholders’ interests. From time to time, the Compensation Committee may consider compensation
arrangements for Mr. Seitz given his continuing contributions and leadership.
NOTE 5 – COMMON STOCK/PAID IN
CAPITAL
In September 2014, the Company awarded
3,030,000 shares of restricted stock to six employees under the Company’s 2014 Omnibus Incentive Plan, one-half of which
vested in September 2015 and the remaining half vests in September 2016.
Shares of the restricted stock awards have
been and will be issued to the recipients according to the vesting terms.
In April 2015, the Company sold 5,000,000 shares of common stock
to two accredited investors in a private placement at a price of $0.10 per share, for gross proceeds of $500,000. The common
stock sold had anti-dilution protection that was triggered by a private sale of common stock in September 2015 and 5,000,000 additional
shares were issued to the two accredited investors in December 2015.
During the fiscal year ended September 30, 2015 the Company
issued 1,579,607 shares of its common stock to three vendors as consideration for services rendered in the ordinary course of business.
In September 2015, the Company sold 4,600,000
shares of common stock to an accredited investor in a private placement at a purchase price of $0.05 per share for gross proceeds
of $230,000. As of September 30, 2015 these shares were not yet issued and have been included in additional paid-in
capital – shares to be issued on our balance sheet. The shares were issued in December 2015.
For the period October 1 to December 31, 2015 the Company recorded
a liability for 243,425 shares of its common stock owed to one vendor as consideration for services rendered in the ordinary course
of business. These shares have not yet been issued and are reflected on the balance sheet as stock payable.
NOTE 6– STOCK-BASED COMPENSATION
Stock-based compensation cost is measured
at the grant date, based on the estimated fair value of the award, and is recognized over the required vesting period. The Company
recognized $205,395 and $218,208 in stock-based compensation during the three months ended December 31, 2015, and December 31,
2014, respectively. A portion of these costs, $113,697 and $113,006 were capitalized to unproved properties and the
remainder were recorded as general and administrative expenses, for the three months ended December 31, 2015 and 2014 respectively.
The following table summarizes the Company’s
stock option activity during the three months ended December 31, 2015:
|
|
Number
of Options |
|
|
Weighted
Average
Exercise Price |
|
|
Weighted Average
Remaining
Contractual Term
(In years) |
|
Outstanding at September 30, 2015 |
|
|
2,000,000 |
|
|
|
— |
|
|
|
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
|
Cancelled |
|
|
— |
|
|
|
— |
|
|
|
|
Outstanding at December 31, 2015 |
|
|
2,000,000 |
|
|
$ |
0.12 |
|
|
|
3.56 |
|
Vested and expected to vest |
|
|
2,000,000 |
|
|
$ |
0.12 |
|
|
|
3.56 |
|
Exercisable at December 31, 2015 |
|
|
2,000,000 |
|
|
|
— |
|
|
|
— |
|
As of December 31, 2015 there was no stock-based
compensation cost related to the stock option grant. There was no intrinsic value for options outstanding as of December
31, 2015. As of December 31, 2015 there was $464,900 of unrecognized stock-based compensation cost related to restricted
stock grants that is expected to be expensed over a period of nine months.
NOTE 7– COMMITMENTS AND CONTINGENCIES
In March 2013, the Company licensed certain seismic data pursuant
to two agreements. With respect to the first agreement, as of September 30, 2015, the Company has paid $6,135,500 in
cash, with no additional amount due. With respect to the second agreement, as September 30, 2015, the Company has paid
$3,009,195 in cash and is obligated to pay $1,003,065 during fiscal 2016.
In July 2013, the Company entered into
a two-year office lease agreement. The agreement calls for monthly payments of approximately $20,200 for the first twelve
months and $20,500 for the second twelve months. In addition, the Company paid a security deposit of $18,760 in July
2013. The office lease has been extended through June 30, 2016 and the monthly payment has remained the same.
In May 2014, the Company entered into an
agreement with a seismic data reprocessing company in which the Company agreed to purchase an aggregate of $3 million of reprocessing
services, of which $1.5 million will be paid in cash and the remaining amount by the issuance of 2 million shares of our common
stock using the valuation of $0.75 per share. As of December 31, 2015 approximately $1,146,000 of services have been
provided under this agreement.
In October 2015, the Company purchased
a directors and officers insurance policy for $259,936 and financed $235,861 of the premium by executing a note payable. The balance
of the note payable at December 31, 2015 is $189,392.
NOTE 8 – SUBSEQUENT EVENTS
The company entered into a promissory note
with Dr. Ronald Bain in February 2016 whereby it borrowed a total of $22,000. The note is due on demand, bears interest at the
rate of 5% per annum, and the principal amount is convertible at the option of the holder into securities issued by the Company
in a future offering, at the same price and terms received by investors.
The company entered into a promissory note
with John Seitz in February 2016 whereby it borrowed a total of $66,000. The note is due on demand, bears interest at the rate
of 5% per annum, and the principal amount is convertible at the option of the holder into securities issued by the Company
in a future offering, at the same price and terms received by investors.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
The following discussion highlights the
principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources
for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements”
above.
Historical Operations
GulfSlope Energy initiated oil and
gas operations on March 20, 2013, when we entered into an assignment and assumption agreement pursuant to which we were
assigned the exclusive right to license certain seismic data from a geophysical company. We executed a master license
agreement with this geophysical company on March 22, 2013, and shortly thereafter, we entered into an ordinary course license
agreement with a different geophysical company. The seismic data licensed from these two geophysical companies covers
approximately 2.2 million acres (440 blocks) located in the federal waters of offshore Gulf of Mexico. We expect to
enter into additional ordinary course license agreements with seismic companies to acquire and reprocess additional seismic
data.
The Company currently has 12 employees
and has invested significant technical person hours in the proprietary interpretation and the associated high-end reprocessing
of this seismic data. The result of this proprietary interpretation has been the identification of multiple prospects
that we believe may have substantial potential hydrocarbon deposits. Based on this analysis, we have leased 23 blocks,
which makes us one of the largest lease holders in our area of concentration. We believe the proprietary reprocessing
and contiguous nature of our licensed 3-D seismic data gives us an advantage over other exploration and production (“E&P”)
companies operating in our focus area. We will continue to identify additional leasing opportunities in our focus area that
would further enhance our exploration drilling portfolio. We have identified 19 prospects that are covered by our leases
and throughout this Report we refer to these acquired leases as our “portfolio.”
In March 2014, the Company entered into
a farm-out letter agreement with Texas South Energy, Inc. (“Texas South”) relating to five prospects located within
the blocks the Company bid on at the Central Gulf of Mexico Lease Sale 231 and received $8.2 million from Texas South. In
September 2015, the Company completed the March 2014 farm-out agreement with Texas South. Texas South funded the final
$1.8 million under the agreement for a total purchase price of $10 million and acquired a 20% working interest in five prospects. Texas
South is obligated to pay its proportionate share of the net annual rental costs related to the prospects. The Company
will be the operator of record. In accordance with full cost requirements, the Company recorded the proceeds from the
transaction as an adjustment to capitalized costs with no gain recognition.
Through December 31, 2015, we have spent
approximately $25.4 million on the acquisition, reprocessing, and interpretation of seismic data associated with our seismic license
agreements and these costs were capitalized as oil and gas exploration costs which are subject to periodic ceiling limitation tests
for impairment. Approximately $18.0 million of these seismic-related expenses were incurred prior to the leasing of
our offshore blocks and as a result, these capitalized costs were impaired for accounting purposes. Approximately $7.4
million of our seismic-related expenditures were incurred subsequent to the leasing of our offshore blocks and these expenses have
been capitalized. These capitalized exploration costs when added with our lease acquisition costs of $9.3 million and netted with
the $10 million from the sale of working interest results in the $6.7 million reflected as Unproved Oil and Natural Gas Properties
on our Condensed Balance Sheet as of December 31, 2015.
We have historically operated our business
with working capital deficits and these deficits have historically been funded by equity investments and loans from management.
As of December 31, 2015, we had $130,173 of unrestricted cash on hand. The Company estimates that it will need to raise
a minimum of $5 million to meet its obligations and planned expenditures through December 31, 2016. This does not include
any capital expenditures related to exploration drilling costs. The Company plans to finance its operations through the issuance
of equity, debt financings or joint ventures.
Current Operations
As a result of the acquisition of our lease
blocks and the identification of our 19 prospects, we intend to cause multiple exploration wells to be drilled in our portfolio. Drilling
is expected to commence in late 2016 or early 2017 and we anticipate drilling select prospects in our portfolio as the operator
of record. As the operator, we are currently focused on pre-drilling operations to include obtaining the necessary regulatory
permits, identifying and securing drilling rigs, and the hiring of additional operations-related personnel.
We anticipate lowering our
capital exposure to exploration drilling activities by seeking to enter into one or more partnerships whereby partners will
pay some or all of our portion of exploration drilling costs. In return, we would support the exploration drilling and
ownership of the leases with our seismic and geological interpretation targeting the well location. The company began
discussions with a number of selected potential partners in calendar fourth quarter of 2014. The precipitous drop in oil
prices has forced most E&P companies to continuously revise their capital spending plans for 2015. We expect that
when oil prices stabilize and the service costs have dropped concomitant with oil prices, these companies will again be in a
position to take on additional drilling opportunities with us. The projected full cycle Finding and Development costs
for our prospects in the Gulf of Mexico are relatively low and therefore we believe our prospects compete very well with any
exploration projects in the world today. In addition to continuing to identify new exploration opportunities utilizing
our extensive 3D seismic and regional geologic datasets, we continue to evaluate other opportunities such as acquisition of
producing properties, farm-ins and partnerships for future lease sale participation.
Timely access to capital at acceptable costs has always been
a challenge for energy companies, especially for early stage companies, like GulfSlope. The adoption of our business
plan was founded on several precepts:
| 1) | licensing and reprocessing 3D seismic at attractive costs; |
| 2) | hiring experienced geological and geophysical staff to interpret the data; |
| 3) | identifying large undrilled targets; |
| 4) | acquiring the leases over those targets; |
| 5) | raising sufficient capital to fund those activities; and |
| 6) | attracting industry participation in the drilling of leased prospects. |
We had unqualified success in the licensing and reprocessing
of the seismic, in the hiring of an extremely talented staff of geoscientists, and this staff was very successful in identifying
and detailing numerous large undrilled prospects on open acreage. We were successful in two lease sales, acquiring 23 lease blocks.
The company began executing on
its business plan in 2013, near the peak of the unconventional reservoir activity (the shale plays). The frenzy of interest
from investors in unconventional reservoirs had the result of reducing investor appetite for anything other than shale plays.
Of course, this record level of drilling, when coupled with the actions of Saudi Arabia, resulted in the market
being oversupplied with oil by the second half of 2014. Prices dropped so quickly that oil and gas company budgets had to be
reset continuously throughout 2015, and this continues into early 2016. The huge industry investment in the
unconventional reservoirs added an estimated three million barrels per day of production in the US. However, this increased
production was attained at a substantial cost. The per barrel operating cost for producing unconventional oil rose rapidly.
This, in conjunction with the current commodity price environment, has resulted in dramatically reduced free cash flows from
unconventional production.
Superimposed on the ramped up shale drilling over an almost
10 year period was the industry’s massive effort in deepwater exploration and production worldwide. This too, has increased
daily production, and also resulted in higher unit operating costs.
This investment pattern left the industry cash flow quite vulnerable
to a drop in commodity prices. This is clearly demonstrated by the massive drop in drilling activity and the industry putting over
$380 billion of projects on hold.
Falling oil prices throughout 2015 and into 2016 have forced
all E&P companies to drastically curtail spending and reallocate budgets almost on a monthly basis. The higher unit operating
costs (per barrel cost to produce oil) for most companies have increased steadily for the past 10 years and the collapse in oil
prices was so rapid and deep, the current price of oil provides little or no margin over operating costs. Thus, company cash flows
have been hit much harder than just the overall percentage decline in oil price.
Industry publications indicate that many companies are currently
re-evaluating how they can develop large, high cost conventional resources at low prices.
It makes a great deal of sense for any E&P company to add
to their portfolio of projects a play like ours - a play with size, scope and attractive risked economic returns, even with the
low oil prices of today. However, with current E&P company budgets funding only non-deferrable items, that decision lies somewhere
in the future.
The number, the quality and the size of the opportunities
in our area of interest have far exceeded our expectations. Unfortunately, the ongoing challenge of raising sufficient
capital delayed important steps in the planned seismic reprocessing and technical work required to bring the initial set of
prospects to a drill ready status. This effort was finally completed in the fourth quarter of 2015. Industry interest
has been keen with praise for the technical evaluation, however we believe severe budget limitations
have precluded participation to date.
This too, will turn, as the dramatic cut backs in drilling will
have the inevitable result of decreased production. The timing of this is difficult to predict, but there should be noticeable
impact on production by mid 2016 and prices should begin to respond.
Given the current macro economic climate driven by low oil prices,
there are some things that the Company can control.
Late last year, we shifted our technical focus a bit, using
our extensive 3D data to take a fresh look under our existing leases at shallow, low risk targets that are above salt and close
to existing infrastructure. These should be relatively low cost to drill and tie back to existing platforms. One such opportunity
has been fully mapped and deemed drill ready and we have several more in the final stages of mapping and evaluation. We believe
such targets to be attractive economic ventures even with low current prices and offer the opportunity for early production and
cash flow.
We also continue to evaluate producing properties for acquisition.
Many companies have found themselves in a position where asset sales are necessary and we have the full suite of technical skills
to fully evaluate such opportunities. We believe funding for attractive acquistions at the bottom of the commodity price cycle
is available.
Additionally, the Company has taken a number of actions to sharply
reduce costs until industry activity returns.
At calendar year end 2015, technical staff was reduced by
two and consultants were eliminated. The reprocessing and technical work required for making drill ready the next tranche of
prospects has been delayed. All expenses have been reduced to minimum levels with only essential services maintained. In
January 2016, salaried compensation was reduced for all employees.
Our employees fully understand our need to take these actions
and are still hard at work, however, we are obviously at risk of losing personnel to competitors while we are at reduced payroll.
We continue to meet with potential partners, companies
who are all capable operators in the Gulf of Mexico. However, in late 2015 we began to reach out to non-typical partners when the
current budget challenge faced by E&P companies became evident. We have held and continue to have discussions with international
investment funds, sovereign wealth funds, oil and gas companies with no or limited presence in the US, and private equity groups.
All of these entities recognize the advantage to be gained from investing at the bottom of the commodity price cycle, particularly
in a stable fiscal regime with existing oil and gas infrastructure, with a proven team in place.
We continue to evaluate multiple paths to secure financing.
These include further sale of equity, further sale of working interests in prospects, and bridge financing.
With the reduced spend, we are
determined to be in place with the team and the opportunities that industry will once again be seeking when industry capital
spending rebounds with the recovering oil price.
Significant Accounting Policies
The Company uses the full cost method of
accounting for oil and gas exploration and development activities. Under the full cost method of accounting, all costs associated
with the exploration for and development of oil and gas reserves are capitalized on a country-by-country basis into a single cost
center (“full cost pool”). Such costs include land acquisition costs, geological and geophysical (“G&G”)
expenses, carrying charges on non-producing properties, costs of drilling both productive and non-productive wells and overhead
charges directly related to acquisition, exploration and development activities and not subject to depletion or immediate impairment.
The costs of unproved properties and related
capitalized costs are withheld from the depletion base until such time as they are either developed or abandoned. When
proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment
is added to costs subject to depletion and full cost ceiling calculations. As of December 31, 2015, the Company had no proved
reserves, but has acquired unproved properties. As a result, the geological and geophysical costs incurred during the
three months ended December 31, 2015 were properly excluded from the amortization base.
Companies that use the full cost method
of accounting for oil and natural gas exploration and development activities are required to perform a ceiling test calculation
each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is
performed quarterly, on a country-by-country basis, utilizing the average of prices in effect on the first day of the month for
the preceding twelve-month period. The ceiling limits such pooled costs to the aggregate of the present value of future net revenues
attributable to proved crude oil and natural gas reserves discounted at 10% plus the lower of cost or market value of unproved
properties less any associated tax effects. If such capitalized costs exceed the ceiling, the Company will record a write-down
to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence
and results in a lower depreciation, depletion and amortization rate in future periods. A write-down may not be reversed in future
periods even though higher oil and natural gas prices may subsequently increase the ceiling.
Proceeds from property sales will generally
be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship
between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically
involve a sale of 25% or more of the proved reserves related to a single full cost pool.
Property and equipment are carried at cost.
We assess the carrying value of our property and equipment for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
A more complete discussion of our critical
accounting policies is included in our annual report on Form 10-K as of September 30, 2015, which was filed with the Securities
and Exchange Commission on December 29, 2015.
Factors Affecting Comparability of Future
Results
Success in Acquiring
Oil and Gas Leases or Prospects. As a result of our 3-D seismic imaging and reprocessing, we have identified
and acquired the leasing or drilling rights to a number of undrilled prospects, which we believe may potentially contain economically
recoverable reserves. We have successfully executed the initial phase of our lease acquisition strategy.
We have No Proved
Reserves. While we have acquired most of the oil and gas properties that we pursued, we have no proved reserves.
We have identified prospects based on available seismic and geological information that indicate the potential presence of oil
or gas, and we own the drilling and production rights for these prospects. Some of our current prospects may require additional
seismic data reprocessing and interpretation. Even when properly used and interpreted, seismic data and visualization techniques
are only tools used to assist geoscientists in identifying structures and hydrocarbon indicators and do not enable the interpreter
to have certainty as to whether hydrocarbons are, in fact, present in those structures. We do not know if any prospect will
contain oil or gas in sufficient quantities or quality to recover drilling and completion costs or to be economically viable.
Success in
the Discovery and Development of Reserves. Because we have no operating history in the production of oil
and gas, our future results of operations and financial condition will be directly affected by our ability to discover and
develop reserves
through our drilling activities.
Oil and Gas Revenue. We
have not yet commenced oil and gas production. If and when we do commence production, we expect to generate revenue from such production.
No oil and gas revenue is reflected in our historical financial statements.
General and Administrative
Expenses. We expect that our general and administrative expenses will increase in future periods when we commence
drilling operations.
Demand and Price. The
demand for oil and gas is susceptible to volatility related to, among other factors, the level of global economic activity and
may also fluctuate depending on the performance of specific industries. We expect that a decrease in economic activity, in the
United States and elsewhere, would adversely affect demand for any oil and gas we may produce. Since we have not generated revenues,
these key factors will only affect us if and when we produce and sell hydrocarbons.
For a more complete discussion of the factors
affecting comparability of our future results, see the risk factors included in Item 1A our annual report on Form 10-K as of September
30, 2015, which was filed with the Securities and Exchange Commission on December 29, 2015.
Three Months Ended December 31, 2015
Compared to Three Months Ended December 31, 2014
No revenue was recorded during the three
months ended December 31, 2015 and 2014. General and administrative expenses were approximately $0.6 million for the three months
ended December 31, 2015, compared to approximately $0.8 million for the three months ended December 31, 2013. This decrease
is primarily due to decreased salary and stock compensation expense and legal fees.
Liquidity and Capital Resources
As of December 31, 2015, we had $130,173
of cash on hand. The Company estimates that it will need to raise a minimum of $5 million to meet its obligations and planned
expenditures through December 31, 2016. The Company plans to finance its operations through the issuance of equity,
debt financings or joint ventures, further sale of working interests in prospects, and bridge financing. Our policy has been to
periodically raise funds through sale of equity on a limited basis, to avoid undue dilution while at the early stages of execution
of our business plan. Short term needs have been historically funded through loans from executive management. There are no
assurances that financing will be available with acceptable terms, if at all. If the Company is not successful in obtaining
financing, operations would need to be curtailed or ceased. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
We have incurred losses from inception
to December 31, 2014 of $29,041,807. Further losses are anticipated as we develop our business. As of December
31, 2015, we had $130,173 of cash on hand. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
For the three months ended December 31,
2015, the Company used approximately $0.4 million of net cash in operating activities, compared with approximately $0.6 million
of net cash used in operating activities for the three months ended December 31, 2014, due to reduced salary expense, stock compensation
expense and legal fees. For the three months ended December 31, 2015 we used approximately $0.9 million of cash in investing activities
compared with approximately $1.0 million of cash in investing activities for the three months ended December 31, 2014 primarily
due to $0.1 million more being used for exploration costs for the three months ended December 31, 2014. For the
three months ended December 31, 2015 we used approximately $0.05 million of net cash from financing activities, compared with approximately
$0.04 million from financing activities for the three months ended December 31, 2014.
We will need to raise additional funds
to cover expenditures planned after February 2016, as well as any additional, unexpected expenditures that we may encounter. Future
equity financings may be dilutive to our stockholders. Alternative forms of future financings may include preferences or rights
superior to our common stock. Debt financings may involve a pledge of assets and will rank senior to our common stock. We have
historically financed our operations through private equity and debt financings. We do not have any credit or equity facilities
available with financial institutions, stockholders or third party investors, and will continue to rely on best efforts financings.
The failure to raise sufficient capital could cause us to cease operations.
Off-Balance Sheet Arrangements
None.
Item 3. Quantitative and
Qualitative Disclosures About Market Risk
Due to the historical volatility of commodity
prices, if and when we commence production, our financial condition, results of operations and capital resources will be highly
dependent upon the prevailing market prices of oil and natural gas. These commodity prices are likely to continue to be subject
to wide fluctuations and market uncertainties due to a variety of factors that are beyond our control. In the future, we
may enter into various derivative instruments to manage our exposure to volatility of commodity market prices. We may use options
(including floors and collars) and fixed price swaps to mitigate the impact of downward swings in commodity prices to our cash
flow. All contracts will be settled with cash and would not require the delivery of physical volumes to satisfy settlement. While
in times of higher commodity prices this strategy may result in our having lower net cash inflows than we would otherwise have
if we had not utilized these instruments, management believes the risk reduction benefits of such a strategy would outweigh the
potential costs.
At December 31, 2015, we had approximately
$8.0 million of debt outstanding. All debt outstanding is fixed-rate debt with a weighted average interest rate of 5%. Although
near term changes in interest rates may affect the fair value of our fixed-rate debt, they do not expose us to the risk of earnings
or cash flow loss.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and
Procedures
Disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules
and forms adopted by the SEC’s rules and forms, and that such information is accumulated and communicated to management,
including the principal executive and principal financial officers, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation
of our principal executive and principal financial officers, our management evaluated the effectiveness of the design and operation
of our disclosure controls and procedures. Based upon that evaluation, our principal executive and principal financial officers
concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures
were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms.
Limitations on the Effectiveness of
Controls
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial
reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation
of financial statements in accordance with generally accepted accounting principles. All internal control systems, no matter how
well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial
Reporting
During the fiscal quarter covered by this
Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange
Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may become
involved in litigation relating to claims arising out of its operations in the normal course of business. No legal proceedings,
government actions, administrative actions, investigations or claims are currently pending against us or involve the Company.
Item 1A. Risk Factors
There have been no material changes from
the risk factors disclosed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended September 30, 2015,
which was filed with the Securities and Exchange Commission on December 29, 2015.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
In April 2015, the Company sold 5,000,000 shares of common stock
to two accredited investors in a private placement at a price of $0.10 per share, for gross proceeds of $500,000. The common
stock sold had anti-dilution protection that was triggered and 5,000,000 additional shares were issued to the two accredited investors
in December 2015. The Company received no proceeds for the issuance of these additional shares.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are attached hereto or are incorporated by
reference:
(1) |
Filed herewith. |
(2) |
Furnished herewith. |
(3) |
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Issuer has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
GULFSLOPE ENERGY, INC.
(Issuer)
|
|
|
|
Date: |
02/16/2016 |
By: |
/s/ John N. Seitz |
|
|
|
John N. Seitz, Chief Executive Officer, |
|
|
|
and Chairman |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Issuer has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
GULFSLOPE ENERGY, INC.
(Issuer)
|
|
|
|
Date: |
02/16/2016 |
By: |
/s/ John H. Malanga |
|
|
|
John H. Malanga, Chief Financial Officer,
|
|
|
|
and Chief Accounting Officer |
GULFSLOPE ENERGY, INC. 10-Q
Exhibit 31.1
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
(18 U.S.C. Section 7241)
I, John N. Seitz, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2015 of GulfSlope Energy, Inc.; |
|
|
2. |
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; |
|
|
3. |
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; |
|
|
4. |
The registrant's other certifying officer 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: |
|
|
|
(a) 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) 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) 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) 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. |
The registrant's other certifying officer 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) 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) 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. |
Date: February 16, 2016
/s/ John N. Seitz
John N. Seitz, Principal Executive Officer
GULFSLOPE ENERGY, INC. 10-Q
Exhibit 31.2
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
(18 U.S.C. Section 7241)
I, John H. Malanga, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2015 of GulfSlope Energy, Inc.; |
|
|
2. |
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. |
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; |
|
|
4. |
The registrant's other certifying officer 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) 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) 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) 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) 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. |
The registrant's other certifying officer 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) 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) 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. |
Date: February 16, 2016
/s/ John H. Malanga
John H. Malanga, Principal Financial Officer
GULFSLOPE ENERGY, INC. 10-Q
Exhibit 32.1
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
(18 U.S.C. Section 1350)
In connection with this quarterly report on Form 10-Q of GulfSlope,
Energy, Inc. (the “Company”), for the quarter ended December 31, 2015, as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), John N. Seitz, Chief Executive Officer, certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company.
Date: February 16, 2016
/s/ John N. Seitz
John N. Seitz, Principal Executive Officer
GULFSLOPE ENERGY, INC. 10-Q
Exhibit 32.2
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
(18 U.S.C. Section 1350)
In connection with this quarterly report on Form 10-Q of GulfSlope,
Energy, Inc. (the “Company”), for the quarter ended December 31, 2015, as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), John H. Malanga, Chief Financial Officer, certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company.
Date: February 16, 2016
/s/ John H. Malanga
John H. Malanga, Principal Financial Officer
v3.3.1.900
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v3.3.1.900
Condensed Balance Sheets - USD ($)
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Current Assets |
|
|
Cash and Cash Equivalents |
$ 130,173
|
$ 1,428,014
|
Prepaid Expenses and Other Current Assets |
279,235
|
53,883
|
Total Current Assets |
409,408
|
1,481,897
|
Property and Equipment, Net of Depreciation |
57,400
|
70,515
|
Oil and Natural Gas Properties, Full Cost Method of Accounting, Unproved Properties |
6,737,699
|
5,557,183
|
Total Non-Current Assets |
6,795,099
|
5,627,698
|
Total Assets |
7,204,507
|
7,109,595
|
Current Liabilities |
|
|
Accounts Payable |
404,156
|
178,649
|
Related Party Payable |
278,277
|
263,397
|
Accrued Expenses and Other Payables |
1,352,929
|
1,313,415
|
Accrued Interest Payable |
486,178
|
$ 384,531
|
Stock Payable |
11,605
|
|
Notes Payable |
191,900
|
$ 4,988
|
Loan from Related-Party |
7,955,000
|
7,955,000
|
Total Current Liabilities |
10,680,045
|
10,099,980
|
Total Liabilities |
$ 10,680,045
|
$ 10,099,980
|
Commitments and Contingencies |
|
|
Stockholders' Deficit |
|
|
Preferred Stock; par value ($0.001); Authorized 50,000,000 shares none issued or outstanding |
|
|
Common Stock; par value ($0.001); Authorized 975,000,000 shares; 670,391,952 and 679,991,952 issued and outstanding, respectively |
$ 679,992
|
$ 670,391
|
Additional Paid-in-Capital - Stock To Be Issued |
|
230,000
|
Additional Paid-in-Capital |
$ 24,886,277
|
24,460,484
|
Accumulated Deficit |
(29,041,807)
|
(28,351,260)
|
Total Stockholders' Deficit |
(3,475,538)
|
(2,990,385)
|
Total Liabilities and Stockholders' Deficit |
$ 7,204,507
|
$ 7,109,595
|
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v3.3.1.900
Condensed Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Sep. 30, 2015 |
May. 31, 2014 |
May. 30, 2014 |
Statement of Financial Position [Abstract] |
|
|
|
|
Preferred Stock, par value per share |
$ 0.001
|
$ 0.001
|
|
|
Preferred Stock, shares authorized |
50,000,000
|
50,000,000
|
|
|
Preferred Stock, shares issued |
|
|
|
|
Preferred Stock, shares outstanding |
|
|
|
|
Common Stock, par value per share |
$ 0.001
|
$ 0.001
|
|
|
Common Stock, shares authorized |
975,000,000
|
975,000,000
|
975,000,000
|
750,000,000
|
Common Stock, shares issued |
670,391,952
|
679,991,952
|
|
|
Common Stock, shares outstanding |
670,391,952
|
679,991,952
|
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Condensed Statements of Operations - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Condensed Statements of Operations [Abstract] |
|
|
Revenues |
|
|
Impairment of Oil and Natural Gas Properties |
|
|
General & Administrative Expenses |
$ 587,171
|
$ 764,086
|
Net Loss from Operations |
$ (587,171)
|
(764,086)
|
Other Income/(Expenses): |
|
|
Interest Income |
|
113
|
Interest Expense |
$ (103,376)
|
(84,218)
|
Net Loss Before Income Taxes |
$ (690,547)
|
$ (848,191)
|
Provision for Income Taxes |
|
|
Net Loss |
$ (690,547)
|
$ (848,191)
|
Loss Per Share - Basic and Diluted |
$ (0.00)
|
$ 0.00
|
Weighted Average Shares Outstanding - Basic and Diluted |
672,198,474
|
660,672,345
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
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v3.3.1.900
Condensed Statements of Cash Flows - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
OPERATING ACTIVITIES |
|
|
Net Loss |
$ (690,547)
|
$ (848,191)
|
Adjustments to reconcile net loss to net cash From Operating Activities: |
|
|
Depreciation |
13,116
|
13,016
|
Stock Issued for Services |
91,697
|
105,202
|
Changes in Operating Assets and Liabilities |
|
|
(Increase)/Decrease in Prepaid Expenses |
15,494
|
40,058
|
Increase/(Decrease) in Accounts Payable |
25,883
|
36,357
|
Increase/(Decrease) in Related Party Payable |
14,880
|
(60,688)
|
Increase/(Decrease) in Accrued Interest |
101,647
|
82,544
|
Increase/(Decrease) in Accrued Liabilities |
39,515
|
50,000
|
Net Cash From Operating Activities |
(388,315)
|
(581,702)
|
INVESTING ACTIVITIES |
|
|
Exploration Costs |
$ (855,590)
|
(965,986)
|
Purchase of Equipment |
|
(14,478)
|
Net Cash From Investing Activities |
$ (855,590)
|
(980,464)
|
FINANCING ACTIVITIES |
|
|
Restricted Cash |
|
(113)
|
Payments on Note Payable |
$ (53,936)
|
(41,985)
|
Net Cash From Financing Activities |
(53,936)
|
(42,098)
|
Net Increase/(Decrease) in Cash |
(1,297,841)
|
(1,604,264)
|
Beginning Cash Balance |
1,428,014
|
4,410,302
|
Ending Cash Balance |
130,173
|
2,806,038
|
Supplemental Schedule of Cash Flow Activities |
|
|
Cash Paid for Interest |
1,729
|
$ 1,674
|
Non-cash Financing and Investing Activities |
|
|
Purchase of Developmental Capital Expenditures Through Issuance of Common Stock |
|
|
Prepaid Asset Financed by Note Payable |
240,848
|
$ 224,361
|
Capital Expenditures Included in Accounts Payable |
188,019
|
$ 127,667
|
Capital Expenditures Included in Stock Payable |
11,605
|
|
Stock-Based Compensation Capitalized to Unproved Properties |
$ 113,697
|
$ 113,006
|
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v3.3.1.900
ORGANIZATION AND NATURE OF BUSINESS
|
3 Months Ended |
Dec. 31, 2015 |
ORGANIZATION AND NATURE OF BUSINESS [ABSTRACT] |
|
ORGANIZATION AND NATURE OF BUSINESS |
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
GulfSlope Energy, Inc. (the Company,
GulfSlope, our and words of similar import), a Delaware corporation, is an independent crude oil and
natural gas exploration company whose interests are concentrated in the United States Gulf of Mexico federal waters offshore Louisiana
in less than 800 feet of water depth. The Company has leased 23 federal Outer Continental Shelf blocks (referred to
as prospect, portfolio or leases in this Report) and licensed 2.2 million acres of three-dimensional
(3-D) seismic data in its area of concentration.
Since March 2013, we have been singularly
focused on identifying high-potential oil and gas prospects. We have licensed 3-D seismic data covering approximately 2.2
million acres and have evaluated this data using advanced interpretation technologies. As a result of these analyses, we have identified
and acquired leases on 19 prospects that we believe may contain economically recoverable hydrocarbon deposits, and we plan to continue
to conduct more refined analyses of our prospects as well as target additional lease and property acquisitions. Our activities
have been focused exclusively in the federal waters of the Gulf of Mexico. We have given preference to areas with water depths
of 800 feet or less where production infrastructure already exists, which we believe will allow for any discoveries to be developed
faster and less expensively with the goal to reduce economic risk while increasing returns.
As of December 31, 2015, we have no proved
reserves. We expect that any drilling activities on our prospects will commence in late fiscal year 2016, or first half of fiscal
year 2017 at the earliest.
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v3.3.1.900
SIGNIFICANT ACCOUNTING POLICIES
|
3 Months Ended |
Dec. 31, 2015 |
SIGNIFICANT ACCOUNTING POLICIES [ABSTRACT] |
|
SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
The condensed financial statements included
herein are unaudited. However, these condensed financial statements include all adjustments (consisting of normal recurring
adjustments) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations
and cash flows for the interim periods. The results of operations for interim periods are not necessarily indicative
of the results to be expected for an entire year. The preparation of financial statements in accordance with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Companys
condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.
Certain information, accounting policies,
and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally
accepted in the United States of America (GAAP) have been omitted in this Form 10-Q pursuant to certain rules and
regulations of the Securities and Exchange Commission (SEC). The condensed financial statements should
be read in conjunction with the audited financial statements for the year ended September 30, 2015, which were included in the
Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2015 and filed with the Securities and Exchange
Commission on December 29, 2015.
Cash and Cash Equivalents
GulfSlope considers highly liquid investments
with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Cash
equivalents consist primarily of interest-bearing bank accounts and money market funds. The Companys cash positions
represent assets held in checking and money market accounts. These assets are generally available on a daily or weekly
basis and are highly liquid in nature.
Liquidity/Going Concern
The Company has incurred accumulated
losses as of December 31, 2015 of $29,041,807. Further losses are anticipated in developing our business. As a result, our
auditors have expressed substantial doubt about our ability to continue as a going concern. As of December 31, 2015, we had
$130,173 of unrestricted cash on hand. The Company estimates that it will need to raise a minimum of $5 million to meet
its obligations and planned expenditures through December 31, 2016. The Company plans to finance its operations through
the issuance of equity, debt financings or joint ventures, further sale of working interests in prospects or bridge
financing. Our policy has been to periodically raise funds through sale of equity on a limited basis, to avoid undue
dilution while at the early stages of execution of our business plan. Short term needs have been historically funded
through loans from executive management and other related parties. There are no assurances that financing will be available
with acceptable terms, if at all. If the Company is not successful in obtaining financing, operations would need to be
curtailed or ceased. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
Full Cost Method
The Company uses the full cost method of
accounting for oil and gas exploration and development activities. Under the full cost method of accounting, all costs associated
with the exploration for and development of oil and gas reserves are capitalized on a country-by-country basis into a single cost
center (full cost pool). Such costs include land acquisition costs, geological and geophysical (G&G)
expenses, carrying charges on non-producing properties, costs of drilling both productive and non-productive wells and overhead
charges directly related to acquisition, exploration and development activities. All of the Companys oil and gas properties
are located within the United States, its sole cost center.
The costs of unproved properties and related
capitalized costs are withheld from the depletion base until such time as they are either developed or abandoned. When
proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment
is added to costs subject to depletion and full cost ceiling calculations. Capitalized costs that are directly associated
with unproved properties acquired by the Company during the current quarter are included in the full cost pool. As of
December 31, 2015, the Company had no proved reserves.
Companies that use the full cost method
of accounting for oil and natural gas exploration and development activities are required to perform a ceiling test calculation
each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is
performed quarterly, on a country-by-country basis, utilizing the average of prices in effect on the first day of the month for
the preceding twelve-month period. The ceiling limits such pooled costs to the aggregate of the present value of future net revenues
attributable to proved crude oil and natural gas reserves discounted at 10% plus the lower of cost or market value of unproved
properties less any associated tax effects. If such capitalized costs exceed the ceiling, the Company will record a write-down
to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence
and results in a lower depreciation, depletion and amortization rate in future periods. A write-down may not be reversed in future
periods even though higher oil and natural gas prices may subsequently increase the ceiling.
Proceeds from property sales will generally
be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship
between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically
involve a sale of 25% or more of the proved reserves related to a single full cost pool.
Basic and Dilutive Earnings Per Share
Basic earnings per share (EPS)
is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period
(denominator). Diluted EPS is computed by dividing net income (loss) by the weighted average number of common shares
and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options,
warrants, and restricted stock. The number of potential common shares outstanding relating to stock options, warrants,
and restricted stock is computed using the treasury stock method.
As the Company has incurred losses for
the three months ended December 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into
the loss per share calculations. As of December 31, 2015 and 2014, there were 52,389,171 and 53,290,166 potentially
dilutive shares, respectively.
Recent Accounting Pronouncements
In May 2014, the FASB issued
Accounting Standards Update No. 2014-09 (ASU No. 2014-09), which requires an entity to recognize the amount of
revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace
most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for annual
reporting periods beginning after December 15, 2016. Early application is not permitted. The standard permits the use of
either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09
will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition
method nor has it determined the effect of the standard on its ongoing financial reporting.
In August 2014, the FASB
issued Accounting Standard Update No. 2014-15 (ASU No. 2014-15), Presentation of Financial Statements Going
Concern (Subtopic 205-40) which requires management to assess an entitys ability to continue as a going concern
by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU No.
2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the
date that the financial statements are issued (or available to be issued). It also requires certain disclosures when
substantial doubt is alleviated as a result of consideration of managements plans and requires an express statement and
other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2016, and early application is permitted. We are currently
evaluating the accounting implication and do not believe the adoption of ASU 2014-15 to have material impact on our
consolidated financial statements, although there may be additional disclosures upon adoption.
The Company has evaluated all other recent
accounting pronouncements and believes that none of them will have a significant effect on the Companys financial statements.
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v3.3.1.900
OIL AND NATURAL GAS PROPERTIES
|
3 Months Ended |
Dec. 31, 2015 |
OIL AND NATURAL GAS PROPERTIES [ABSTRACT] |
|
OIL AND NATURAL GAS PROPERTIES |
NOTE 3 OIL AND NATURAL GAS PROPERTIES
During March 2014, the Company bid on 23
blocks in the Central Gulf of Mexico Lease Sale 231, conducted by the Bureau of Ocean Energy Management (BOEM). Of
those 23 bids, the Company was the high bidder on 22 of 23 blocks. During May and June of 2014, the Company was awarded 21 of the
22 blocks and paid the remaining 80% lease bid amount and the first year lease rentals on all of the awarded blocks. The total
amount paid was $8,126,972, which includes the lease deposit amount, the remaining 80% and the first year lease rental payment.
In March 2014, the Company entered
into a farm-out letter agreement with Texas South Energy, Inc. (Texas South), a related party, relating to
five prospects located within the blocks the Company bid on at the Central Gulf of Mexico Lease Sale 231 and received $8.2
million from Texas South. In September 2015, the Company completed the March 2014 farm-out agreement with Texas
South. Texas South funded the final $1.8 million under the agreement for a total purchase price of $10 million and
acquired a 20% working interest in five prospects. Texas South is obligated to pay its proportionate share of the net
annual rental costs related to the prospects. The Company will be the operator of record. In accordance with full
cost requirements, the Company recorded the proceeds from the transaction as an adjustment to capitalized costs with no gain
recognition.
During the period April 1 to September
30, 2014, the Company incurred $1,365,239 in consulting fees and salaries and benefits
associated with full-time geoscientists, and $763,767 associated with technological infrastructure, third party hosting services
and seismic data. The Company properly capitalized these geological and geophysical (G&G) costs because the Company acquired
specific unevaluated properties during the period to which these costs were related.
During the period October 1, 2014 to September 30, 2015, the
Company incurred $3,231,780 in consulting fees and salaries and benefits associated with full-time geoscientists, and $921,124
associated with technological infrastructure, third party hosting services and seismic data. The Company properly capitalized these
G&G costs because the Company acquired specific unevaluated properties during the period that these costs relate to. At
March 31, 2015, a portion of these costs, $93,052, specifically related to properties that were not yet acquired were subject to
the ceiling limitation test and immediately impaired.
In March 2015, the Company competitively bid on four blocks
in the Central Gulf of Mexico Lease Sale 235 conducted by BOEM. The Company was the high bidder on three of the four
blocks. The Company was awarded two of the three blocks and paid the remaining 80% lease bonus amount and the first
year rentals for total consideration of $340,547.
During the period October 1, 2015 to December 31, 2015, the
Company incurred $833,292 in consulting fees and salaries and benefits associated with full-time geoscientists, and $347,224 associated
with technological infrastructure, third party hosting services and seismic data. The Company properly capitalized these G&G
costs because the Company owned the specific properties that these costs relate to.
These above capitalized exploration costs net of
impairment amounts when added to our lease acquisition costs net of the sale of the working interest, result in $6,737,699,
the amount of unproved oil and natural gas properties on the Companys balance sheet at December 31, 2015.
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v3.3.1.900
RELATED PARTY TRANSACTIONS
|
3 Months Ended |
Dec. 31, 2015 |
RELATED PARTY TRANSACTIONS [ABSTRACT] |
|
RELATED PARTY TRANSACTIONS |
NOTE 4 RELATED PARTY TRANSACTIONS
During April through September 2013, the
Company entered into convertible promissory notes whereby it borrowed a total of $6,500,000 from John Seitz, its current chief
executive officer. The notes are due on demand, bear interest at the rate of 5% per annum, and are convertible
into shares of common stock at a conversion price equal to $0.12 per share of common stock (the then offering price of shares of
common stock to unaffiliated investors). In May 2013, John Seitz converted $1,200,000 of the aforementioned debt into 10,000,000
shares of common stock, which shares were issued in July 2013. In June of 2014, the Company entered into a promissory
note whereby it borrowed a total of $1,160,000 from Mr. Seitz. The note is not convertible, due on demand and bears interest at
a rate of 5% per annum. Additionally, during June through August 2015, the Company entered into promissory notes with John Seitz
whereby it borrowed a total of $1,250,000. The notes are not convertible, due on demand and bear interest at the rate
of 5% per annum. These notes when added to the 2013 and 2014 promissory notes payable to John Seitz bring the total
owed to our CEO to $7,710,000. There was a total of $481,585 of unpaid interest associated with these loans included
in accrued liabilities within our balance sheet as of December 31, 2015.
In August 2015, the Company entered
into convertible promissory notes whereby it borrowed a total of $245,000 from Dr. Ronald Bain, its current president and
chief operating officer, and his affiliate ConRon Consulting, Inc. The notes are not convertible, due on demand, and
bear interest at the rate of 5% per annum. As of December 31, 2015, there was a total of $4,593 accrued interest
associated with these loans and the Company has recorded interest expense for the same amount.
In October 2013, the Company issued to
Brady Rodgers, the Companys Vice President Engineering and Business Development, a ten-year option to purchase 2,000,000
shares of the Companys common stock at an exercise price of $0.12 per share. A fair value of $161,143 was computed
using the Black-Scholes option-pricing model, of which $161,143 has been expensed from October 2013 through December 31, 2015. The
options vested 50% in October 2014 and 50% in October 2015.
Domenica Seitz, CPA, has provided accounting
consulting services to the Company. During the three month period ended December 31, 2015, services provided were valued at $14,880
based on market-competitive salaries, time devoted and professional rates. The Company has accrued these amounts, and
they are reflected in the December 31, 2015 condensed financial statements.
John Seitz has not received a salary since
May 31, 2013, the date he commenced serving as our chief executive officer and accordingly, no amount has been accrued on our financial
statements. Prior to serving as Chief Executive Officer, John Seitz served as a Company consultant and the Company accrued and
subsequently paid $120,000 of consulting compensation owed to Mr. Seitz. As of December 31, 2015, Mr. Seitz beneficially
owns 246,834,727 shares of the Companys common stock (including shares issuable upon conversion of the principal amount
plus accrued interest of convertible notes held by Mr. Seitz). The Company recognizes that his level of stock ownership significantly
aligns his interests with shareholders interests. From time to time, the Compensation Committee may consider compensation
arrangements for Mr. Seitz given his continuing contributions and leadership.
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v3.3.1.900
COMMON STOCK/PAID IN CAPITAL
|
3 Months Ended |
Dec. 31, 2015 |
COMMON STOCK/PAID IN CAPITAL [ABSTRACT] |
|
COMMON STOCK/PAID IN CAPITAL |
NOTE 5 COMMON STOCK/PAID IN
CAPITAL
In September 2014, the Company awarded
3,030,000 shares of restricted stock to six employees under the Companys 2014 Omnibus Incentive Plan, one-half of which
vested in September 2015 and the remaining half vests in September 2016.
Shares of the restricted stock awards have
been and will be issued to the recipients according to the vesting terms.
In April 2015, the Company sold 5,000,000 shares of common stock
to two accredited investors in a private placement at a price of $0.10 per share, for gross proceeds of $500,000. The common
stock sold had anti-dilution protection that was triggered by a private sale of common stock in September 2015 and 5,000,000 additional
shares were issued to the two accredited investors in December 2015.
During the fiscal year ended September 30, 2015 the Company
issued 1,579,607 shares of its common stock to three vendors as consideration for services rendered in the ordinary course of business.
In September 2015, the Company sold 4,600,000
shares of common stock to an accredited investor in a private placement at a purchase price of $0.05 per share for gross proceeds
of $230,000. As of September 30, 2015 these shares were not yet issued and have been included in additional paid-in
capital shares to be issued on our balance sheet. The shares were issued in December 2015.
For the period October 1 to December 31, 2015 the Company recorded
a liability for 243,425 shares of its common stock owed to one vendor as consideration for services rendered in the ordinary course
of business. These shares have not yet been issued and are reflected on the balance sheet as stock payable.
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STOCK-BASED COMPENSATION
|
3 Months Ended |
Dec. 31, 2015 |
STOCK-BASED COMPENSATION [ABSTRACT] |
|
STOCK-BASED COMPENSATION |
NOTE 6 STOCK-BASED COMPENSATION
Stock-based compensation cost is measured
at the grant date, based on the estimated fair value of the award, and is recognized over the required vesting period. The Company
recognized $205,395 and $218,208 in stock-based compensation during the three months ended December 31, 2015, and December 31,
2014, respectively. A portion of these costs, $113,697 and $113,006 were capitalized to unproved properties and the
remainder were recorded as general and administrative expenses, for the three months ended December 31, 2015 and 2014 respectively.
The following table summarizes the Companys
stock option activity during the three months ended December 31, 2015:
|
|
Number
of Options |
|
|
Weighted
Average
Exercise Price |
|
|
Weighted Average
Remaining
Contractual Term
(In years) |
|
Outstanding at September 30, 2015 |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015 |
|
|
2,000,000 |
|
|
$ |
0.12 |
|
|
|
3.56 |
|
Vested and expected to vest |
|
|
2,000,000 |
|
|
$ |
0.12 |
|
|
|
3.56 |
|
Exercisable at December 31, 2015 |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
As of December 31, 2015 there was no stock-based
compensation cost related to the stock option grant. There was no intrinsic value for options outstanding as of December
31, 2015. As of December 31, 2015 there was $464,900 of unrecognized stock-based compensation cost related to restricted
stock grants that is expected to be expensed over a period of nine months.
|
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v3.3.1.900
COMMITMENTS AND CONTINGENCIES
|
3 Months Ended |
Dec. 31, 2015 |
COMMITMENTS AND CONTINGENCIES [ABSTRACT] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE 7 COMMITMENTS AND CONTINGENCIES
In March 2013, the Company licensed certain seismic data pursuant
to two agreements. With respect to the first agreement, as of September 30, 2015, the Company has paid $6,135,500 in
cash, with no additional amount due. With respect to the second agreement, as September 30, 2015, the Company has paid
$3,009,195 in cash and is obligated to pay $1,003,065 during fiscal 2016.
In July 2013, the Company entered into
a two-year office lease agreement. The agreement calls for monthly payments of approximately $20,200 for the first twelve
months and $20,500 for the second twelve months. In addition, the Company paid a security deposit of $18,760 in July
2013. The office lease has been extended through June 30, 2016 and the monthly payment has remained the same.
In May 2014, the Company entered into an
agreement with a seismic data reprocessing company in which the Company agreed to purchase an aggregate of $3 million of reprocessing
services, of which $1.5 million will be paid in cash and the remaining amount by the issuance of 2 million shares of our common
stock using the valuation of $0.75 per share. As of December 31, 2015 approximately $1,146,000 of services have been
provided under this agreement.
In October 2015, the Company purchased
a directors and officers insurance policy for $259,936 and financed $235,861 of the premium by executing a note payable. The balance
of the note payable at December 31, 2015 is $189,392.
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v3.3.1.900
SUBSEQUENT EVENTS
|
3 Months Ended |
Dec. 31, 2015 |
SUBSEQUENT EVENTS [ABSTRACT] |
|
SUBSEQUENT EVENTS |
NOTE 8 SUBSEQUENT EVENTS
The company entered into a promissory note with Dr. Ronald
Bain in February 2016 whereby it borrowed a total of $22,000. The note is due on demand, bears interest at the rate of 5% per
annum, and the principal amount is convertible at the option of the holder into securities issued by the Company in a future offering,
at the same price and terms received by investors.
The company entered into a promissory note with John Seitz in February 2016
whereby it borrowed a total of $66,000. The note is due on demand, bears interest at the rate of 5% per annum, and the principal
amount is convertible at the option of the holder into securities issued by the Company in a future offering, at the same price
and terms received by investors.
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SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
3 Months Ended |
Dec. 31, 2015 |
ORGANIZATION AND NATURE OF BUSINESS [ABSTRACT] |
|
Cash and Cash Equivalents |
Cash and Cash Equivalents
GulfSlope considers highly liquid investments
with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Cash
equivalents consist primarily of interest-bearing bank accounts and money market funds. The Companys cash positions
represent assets held in checking and money market accounts. These assets are generally available on a daily or weekly
basis and are highly liquid in nature.
|
Liquidity/Going Concern |
Liquidity/Going Concern
The Company has incurred accumulated
losses as of December 31, 2015 of $29,041,807. Further losses are anticipated in developing our business. As a result, our
auditors have expressed substantial doubt about our ability to continue as a going concern. As of December 31, 2015, we had
$130,173 of unrestricted cash on hand. The Company estimates that it will need to raise a minimum of $5 million to meet
its obligations and planned expenditures through December 31, 2016. The Company plans to finance its operations through
the issuance of equity, debt financings or joint ventures, further sale of working interests in prospects or bridge
financing. Our policy has been to periodically raise funds through sale of equity on a limited basis, to avoid undue
dilution while at the early stages of execution of our business plan. Short term needs have been historically funded
through loans from executive management and other related parties. There are no assurances that financing will be available
with acceptable terms, if at all. If the Company is not successful in obtaining financing, operations would need to be
curtailed or ceased. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
|
Full Cost Method |
Full Cost Method
The Company uses the full cost method of
accounting for oil and gas exploration and development activities. Under the full cost method of accounting, all costs associated
with the exploration for and development of oil and gas reserves are capitalized on a country-by-country basis into a single cost
center (full cost pool). Such costs include land acquisition costs, geological and geophysical (G&G)
expenses, carrying charges on non-producing properties, costs of drilling both productive and non-productive wells and overhead
charges directly related to acquisition, exploration and development activities. All of the Companys oil and gas properties
are located within the United States, its sole cost center.
The costs of unproved properties and related
capitalized costs are withheld from the depletion base until such time as they are either developed or abandoned. When
proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment
is added to costs subject to depletion and full cost ceiling calculations. Capitalized costs that are directly associated
with unproved properties acquired by the Company during the current quarter are included in the full cost pool. As of
December 31, 2015, the Company had no proved reserves.
Companies that use the full cost method
of accounting for oil and natural gas exploration and development activities are required to perform a ceiling test calculation
each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is
performed quarterly, on a country-by-country basis, utilizing the average of prices in effect on the first day of the month for
the preceding twelve-month period. The ceiling limits such pooled costs to the aggregate of the present value of future net revenues
attributable to proved crude oil and natural gas reserves discounted at 10% plus the lower of cost or market value of unproved
properties less any associated tax effects. If such capitalized costs exceed the ceiling, the Company will record a write-down
to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence
and results in a lower depreciation, depletion and amortization rate in future periods. A write-down may not be reversed in future
periods even though higher oil and natural gas prices may subsequently increase the ceiling.
Proceeds from property sales will generally
be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship
between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically
involve a sale of 25% or more of the proved reserves related to a single full cost pool.
|
Basic and Dilutive Earnings Per Share |
Basic and Dilutive Earnings Per Share
Basic earnings per share (EPS)
is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period
(denominator). Diluted EPS is computed by dividing net income (loss) by the weighted average number of common shares
and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options,
warrants, and restricted stock. The number of potential common shares outstanding relating to stock options, warrants,
and restricted stock is computed using the treasury stock method.
As the Company has incurred losses for
the three months ended December 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into
the loss per share calculations. As of December 31, 2015 and 2014, there were 52,389,171 and 53,290,166 potentially
dilutive shares, respectively.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In May 2014, the FASB issued
Accounting Standards Update No. 2014-09 (ASU No. 2014-09), which requires an entity to recognize the amount of
revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace
most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for annual
reporting periods beginning after December 15, 2016. Early application is not permitted. The standard permits the use of
either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09
will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition
method nor has it determined the effect of the standard on its ongoing financial reporting.
In August 2014, the FASB issued
Accounting Standard Update No. 2014-15 (ASU No. 2014-15), Presentation of Financial Statements Going Concern
(Subtopic 205-40) which requires management to assess an entitys ability to continue as a going concern by
incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU No.
2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the
date that the financial statements are issued (or available to be issued). It also requires certain disclosures when
substantial doubt is alleviated as a result of consideration of managements plans and requires an express statement and
other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2016, and early application is permitted. We are currently
evaluating the accounting implication and do not believe the adoption of ASU 2014-15 to have material impact on our
consolidated financial statements, although there may be additional disclosures upon adoption.
The Company has evaluated all other recent
accounting pronouncements and believes that none of them will have a significant effect on the Companys financial statements.
|
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v3.3.1.900
STOCK-BASED COMPENSATION (Tables)
|
3 Months Ended |
Dec. 31, 2015 |
STOCK-BASED COMPENSATION [ABSTRACT] |
|
Summary of Stock Option Activity |
|
|
Number
of Options |
|
|
Weighted
Average
Exercise Price |
|
|
Weighted Average
Remaining
Contractual Term
(In years) |
|
Outstanding at September 30, 2015 |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015 |
|
|
2,000,000 |
|
|
$ |
0.12 |
|
|
|
3.56 |
|
Vested and expected to vest |
|
|
2,000,000 |
|
|
$ |
0.12 |
|
|
|
3.56 |
|
Exercisable at December 31, 2015 |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
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v3.3.1.900
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
|
3 Months Ended |
|
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
ORGANIZATION AND NATURE OF BUSINESS [ABSTRACT] |
|
|
|
|
Accumulated losses |
$ 29,041,807
|
|
$ 28,351,260
|
|
Cash |
130,173
|
$ 2,806,038
|
$ 1,428,014
|
$ 4,410,302
|
Minimum capital which company estimated to raise to meet its obligations and planned expenditures through December 31, 2016 |
$ 5,000,000
|
|
|
|
Shares excluded from the computation of diluted loss per share |
52,389,171
|
53,290,166
|
|
|
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v3.3.1.900
OIL AND GAS PROPERTIES (Details) - USD ($)
|
1 Months Ended |
3 Months Ended |
6 Months Ended |
12 Months Ended |
Mar. 31, 2015 |
Mar. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Deferred Costs, Capitalized, Prepaid And Other Assets [Line Items] |
|
|
|
|
|
|
|
Impairment of Oil and Natural Gas Properties |
|
|
|
|
|
$ 93,052
|
|
Paid for lease |
|
$ 8,126,972
|
|
|
|
|
|
Proceeds from sale of working interest |
|
|
|
|
$ 8,200,000
|
|
|
Unproved oil and gas properties |
|
|
$ 6,737,699
|
|
|
5,557,183
|
|
Consulting Fees And Salaries And Benefits [Member] |
|
|
|
|
|
|
|
Deferred Costs, Capitalized, Prepaid And Other Assets [Line Items] |
|
|
|
|
|
|
|
Exploration costs capitalized during the period |
|
|
833,292
|
|
1,365,239
|
3,231,780
|
|
Technological Infrastructure And Third Party Hosting Services [Member] |
|
|
|
|
|
|
|
Deferred Costs, Capitalized, Prepaid And Other Assets [Line Items] |
|
|
|
|
|
|
|
Exploration costs capitalized during the period |
|
|
347,224
|
|
$ 763,767
|
921,124
|
|
Farm Out Letter Agreement Texas South [Member] |
|
|
|
|
|
|
|
Deferred Costs, Capitalized, Prepaid And Other Assets [Line Items] |
|
|
|
|
|
|
|
Maximum proceeds to be received under farm out agreement |
|
|
$ 10,000,000
|
|
|
|
|
Proceeds received under farm out agreement |
|
|
|
|
|
$ 1,800,000
|
$ 8,200,000
|
Ownership percentage by Texas South |
|
|
20.00%
|
|
|
|
|
Bureau Of Ocean Energy Management [Member] |
|
|
|
|
|
|
|
Deferred Costs, Capitalized, Prepaid And Other Assets [Line Items] |
|
|
|
|
|
|
|
Paid for lease |
$ 340,547
|
|
|
|
|
|
|
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v3.3.1.900
RELATED PARTY TRANSACTIONS (Details) - USD ($)
|
1 Months Ended |
3 Months Ended |
|
|
|
|
Oct. 31, 2013 |
May. 31, 2013 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2015 |
Aug. 31, 2015 |
Jun. 30, 2014 |
Jun. 30, 2013 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Loans from Related Parties |
|
|
$ 7,955,000
|
|
$ 7,955,000
|
|
|
|
Exercise price |
|
|
$ 0.12
|
|
|
|
|
|
Stock-based compensation expense |
|
|
$ 205,395
|
$ 218,208
|
|
|
|
|
Accrued expense |
|
|
$ 486,178
|
|
$ 384,531
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Interest rate |
|
|
5.00%
|
|
|
5.00%
|
5.00%
|
5.00%
|
Conversion of notes payable, shares |
|
10,000,000
|
|
|
|
|
|
|
Debt conversion, price per share |
|
|
|
|
|
|
|
$ 0.12
|
Loans from Related Parties |
|
|
$ 7,710,000
|
|
|
|
|
|
Accrued Interest Payable |
|
|
$ 481,585
|
|
|
|
|
|
Note payable from related party, original amount |
|
|
|
|
|
$ 1,250,000
|
$ 1,160,000
|
$ 6,500,000
|
Stock issued for debt |
|
$ 1,200,000
|
|
|
|
|
|
|
Number of common shares beneficially owned |
|
|
246,834,727
|
|
|
|
|
|
Accrued expense |
|
$ 120,000
|
|
|
|
|
|
|
Domenica Seitz [Member] |
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Accrued expense |
|
|
$ 14,880
|
|
|
|
|
|
President [Member] |
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
5.00%
|
|
|
Accrued Interest Payable |
|
|
$ 4,593
|
|
|
|
|
|
Note payable from related party, original amount |
|
|
|
|
|
$ 245,000
|
|
|
Brady Rodgers [Member] |
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Number of common stock shares that can be purchased through options granted |
2,000,000
|
|
|
|
|
|
|
|
Exercise price |
$ 0.12
|
|
|
|
|
|
|
|
Option term |
10 years
|
|
|
|
|
|
|
|
Stock-based compensation expense |
$ 161,143
|
|
|
|
|
|
|
|
October 2015 [Member] | Brady Rodgers [Member] |
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Vesting percentage of options granted |
50.00%
|
|
|
|
|
|
|
|
October 2014 [Member] | Brady Rodgers [Member] |
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Vesting percentage of options granted |
50.00%
|
|
|
|
|
|
|
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v3.3.1.900
COMMON STOCK/PAID IN CAPITAL (Details)
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
Apr. 17, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2015
$ / shares
shares
|
Sep. 30, 2015
USD ($)
$ / shares
shares
|
Sep. 30, 2014
shares
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
|
Sep. 30, 2015
$ / shares
shares
|
Common Stock Issuance [Line Items] |
|
|
|
|
|
|
|
Stock issued for services | $ |
|
|
|
|
$ 91,697
|
$ 105,202
|
|
Shares of stock issued for services |
|
|
|
|
|
|
1,579,607
|
Private Placement [Member] |
|
|
|
|
|
|
|
Common Stock Issuance [Line Items] |
|
|
|
|
|
|
|
Common stock issued for cash, shares |
5,000,000
|
|
4,600,000
|
|
|
|
|
Common stock issued for cash | $ |
$ 500,000
|
|
$ 230,000
|
|
|
|
|
Shares issued, price per share | $ / shares |
$ 0.10
|
$ 0.05
|
$ 0.05
|
|
$ 0.05
|
|
$ 0.05
|
Common stock payable, shares |
|
5,000,000
|
|
|
5,000,000
|
|
|
Common stock issued under anti-dilution protection, shares |
|
5,000,000
|
|
|
|
|
|
Employees [Member] |
|
|
|
|
|
|
|
Common Stock Issuance [Line Items] |
|
|
|
|
|
|
|
Shares of stock issued for services |
|
|
|
3,030,000
|
|
|
|
Number of individuals to whom restricted stock awarded |
|
|
|
6
|
|
|
|
Vendor [Member] |
|
|
|
|
|
|
|
Common Stock Issuance [Line Items] |
|
|
|
|
|
|
|
Common stock payable, shares |
|
243,425
|
|
|
243,425
|
|
|
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v3.3.1.900
STOCK-BASED COMPENSATION (Summary of Stock Options Activity) (Details) - USD ($)
|
3 Months Ended |
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Number of Options |
|
|
Outstanding at September 30, 2015 |
2,000,000
|
|
Granted |
|
|
Exercised |
|
|
Cancelled |
|
|
Outstanding at December 31, 2015 |
2,000,000
|
|
Vested and expected to vest |
2,000,000
|
|
Exercisable at December 31, 2015 |
2,000,000
|
|
Weighted Average Exercise Price |
|
|
Granted |
|
|
Exercised |
|
|
Cancelled |
|
|
Outstanding at December 31, 2015 |
$ 0.12
|
|
Vested and expected to vest |
$ 0.12
|
|
Exercisable at December 31, 2015 |
|
|
Weighted Average Remaining Contractual Term |
|
|
Outstanding at December 31, 2015 |
3 years 6 months 22 days
|
|
Vested and expected to vest |
3 years 6 months 22 days
|
|
Average Intrinsic Value |
|
|
Exercisable at December 31, 2015 |
|
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v3.3.1.900
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
|
1 Months Ended |
3 Months Ended |
20 Months Ended |
31 Months Ended |
Oct. 31, 2015 |
May. 31, 2014 |
Jul. 31, 2013 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Purchase Commitment, Excluding Long-term Commitment [Line Items] |
|
|
|
|
|
|
|
Payments for exploration costs |
|
|
|
$ 855,590
|
$ 965,986
|
|
|
Security deposit |
|
|
$ 18,760
|
|
|
|
|
Aggregate purchase of reprocessing services |
|
$ 3,000,000
|
|
|
|
|
|
Reprocessing services purchase payment in cash |
|
$ 1,500,000
|
|
|
|
|
|
Shares issued for reprocessing services purchase |
|
2,000,000
|
|
|
|
|
|
Services provided under reprocessing agreement |
|
|
|
|
|
$ 1,146,000
|
|
Insurance policy purchased |
$ 259,936
|
|
|
|
|
|
|
Amount of premium paid by executing a note payable |
$ 235,861
|
|
|
|
|
|
|
Prepaid asset financed by note payable, outstanding amount |
|
|
|
189,392
|
|
189,392
|
|
First Period [Member] |
|
|
|
|
|
|
|
Purchase Commitment, Excluding Long-term Commitment [Line Items] |
|
|
|
|
|
|
|
Agreement monthly amount |
|
|
20,200
|
|
|
|
|
Second Period [Member] |
|
|
|
|
|
|
|
Purchase Commitment, Excluding Long-term Commitment [Line Items] |
|
|
|
|
|
|
|
Agreement monthly amount |
|
|
$ 20,500
|
|
|
|
|
Tgsnopec Geophysical Company [Member] |
|
|
|
|
|
|
|
Purchase Commitment, Excluding Long-term Commitment [Line Items] |
|
|
|
|
|
|
|
Payments for exploration costs |
|
|
|
|
|
|
$ 6,135,500
|
Nonspecified Siesmic Company [Member] |
|
|
|
|
|
|
|
Purchase Commitment, Excluding Long-term Commitment [Line Items] |
|
|
|
|
|
|
|
Payments for exploration costs |
|
|
|
|
|
|
$ 3,009,195
|
Payment due during December 2015 |
|
|
|
$ 1,003,065
|
|
$ 1,003,065
|
|
X |
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v3.3.1.900
SUBSEQUENT EVENTS (Details) - USD ($)
|
Feb. 01, 2016 |
Dec. 31, 2015 |
Aug. 31, 2015 |
Jun. 30, 2014 |
Jun. 30, 2013 |
President [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Debt Instrument, Face Amount |
|
|
$ 245,000
|
|
|
Debt Instrument, Interest Rate, Stated Percentage |
|
|
5.00%
|
|
|
President [Member] | Subsequent Event [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Debt Instrument, Face Amount |
$ 22,000
|
|
|
|
|
Debt Instrument, Interest Rate, Stated Percentage |
5.00%
|
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Debt Instrument, Face Amount |
|
|
$ 1,250,000
|
$ 1,160,000
|
$ 6,500,000
|
Debt Instrument, Interest Rate, Stated Percentage |
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
Chief Executive Officer [Member] | Subsequent Event [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Debt Instrument, Face Amount |
$ 66,000
|
|
|
|
|
Debt Instrument, Interest Rate, Stated Percentage |
5.00%
|
|
|
|
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
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