Quarterly report pursuant to Section 13 or 15(d)

NOTE 5. EQUITY

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NOTE 5. EQUITY
9 Months Ended
Sep. 30, 2016
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
NOTE 5. EQUITY

Preferred Stock – 1,000,000 shares authorized, none issued or outstanding.

Common Stock –

On February 1, 2016, the Company acquired 100% of the issued and outstanding shares in Askarii Resources, a private Texas based oil & gas service company. The Company acquired Askarii by issuing one million restricted common shares. Based on the current market value of the Company’s stock at $0.05 per share, the aggregate value of the transaction is $50,000. There were minimal tangible assets purchased from Askarii. The final purchase price allocation is as follows: trademarks $10,000, internet/website $5,000, customer lists $10,000 and customer relationships $25,000.

On February 10, 2016, a shareholder provided an advance of $20,000 in order to temporarily fund the Company’s working capital needs.  On April 1, 2016, in order to compensate the shareholder, the Company issued 285,714 shares in consideration for forgiveness of the debt in full.  The valuation of the issuance was $20,000, based on 285,714 shares valued at $0.07 per share on April 1, 2016.

On March 11, 2016, the Board of Directors granted three (3) contract employees 700,000 shares of the Company’s restricted common stock for settlement of outstanding payables. The shares were issued at the current market price of $0.06 per share on March 11, 2016, at an aggregate value of $42,000.

As a result of the 2015 Annual Meeting of our Stockholders, held on April14, 2016, the shareholders voted to increase the total number of authorized shares of common stock to 150,000,000.

On May 2, 2016, the Company paid off its outstanding Promissory Note to Blue Sky NM (“BSNM”) for $146,875.  This Note was created when the 15% working interest in the Twin Lakes field was purchased earlier in the year.  The payoff was made by issuing 1,468,750 shares of Company common stock.  Based on the market value of the stock on May 2, 2016 of $0.10, the value of the transaction was $146,875 and resulted in no gain or loss.  In addition, a cash payment of $4,869 was made to pay off the remaining outstanding interest.

During the nine  months ended September 30, 2016, the Company expensed $25,500 of stock based compensation (for its CEO) related to restricted stock awards. The remaining value to be expensed on these awards is $34,000 at September 30, 2016

On September 1, 2016, the Company issued 3.5 million shares of its restricted common stock to Whistler to acquire an additional 25% working interest ownership of TSLAU.  For additional details on the acquisition see Note 8.

Share Exchange Agreement

On September 28, 2016 the Company issued 24,308,985 shares of its restricted common stock to Jovian, a related party, to acquire 100% (an additional 40% working interest ownership) As a result of the exchange, SUD became a wholly-owned subsidiary of the Company.  The purchase price of the shares equates to a $4,373,186 value, based on the $0.1799 per share market price of Petrolia’s shares on September 28, 2016 (the effective date of the transaction).  For additional details on the acquisition see Note 8.

Warrants

Summary information regarding common stock warrants granted and outstanding as of and for the nine months ended September 30, 2016, is as follows:

 
 
Warrants
   
Weighted Average Exercise Price
   
Aggregate intrinsic value
   
Weighted average remaining contractual life (years)
 
Outstanding at year ended December 31, 2015
   
11,910,111
   
$
0.33
   
$
-
     
3.52
 
Granted
   
4,927,916
     
0.08
     
-
     
2.36
 
Exercised
   
-
     
-
     
-
     
-
 
Expired
   
-
     
-
     
-
     
-
 
Outstanding at quarter ended September 30, 2016
   
16,838,027
   
$
0.26
   
$
479,425
     
2.69