What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2019-01-11 compared with 2018-08-28 · 98 added, 80 removed, 186 unchanged (49% of the section changed)

14 unchanged sentences

Share Common Stock Bid Prices by Quarter For the Two Most Recent Fiscal Years

Ended March 31, 2016

Ended December 31, 2015

Ended September 30, 2015

Ended June 30, 2015

Ended March 31, 2014

Ended December 31, 2014

Ended September 30, 2014

Ended June 30, 2014

of July 10, 2018, 26,543,062 shares of our Common Stock were outstanding and the number of holders of record of our Common

Quarter Ended

March 31, 2017

Quarter Ended December 31, 2016

Quarter Ended September 30, 2016

Quarter Ended June 30, 2016

Quarter Ended March 31, 2015

Quarter Ended December 31, 2015

Quarter Ended September 30, 2015

Quarter Ended June 30, 2015

of December 17, 2018, 28,293,062 shares of our Common Stock were outstanding and the number of holders of record of our Common

Stock at that date was approximately 985.

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SALES OF UNREGISTERED SECURITIES

Company sold the following unregistered securities between January 1, 2016 and March 31, 2016:

March 2016 the Company issued 23 shares Series B Preferred Stock to an accredited investor for $23,000.

Company did not sell any unregistered securities between January 1, 2017 and March 31, 2017:

the twelve months ended March 31, 2017 and 2016, the Company incurred $178,488 and $165,038 in dividends on Series B preferred

the twelve months ended March 31, 2016 and 2015, the Company incurred $3,000 and –0–

in dividends on AFS Series A

Preferred Stock.

the twelve months ended March 31, 2017 and 2016, the Company incurred $11,037 and $3,000 in dividends on AFS Series A Preferred

other unregistered securities sold by the Company during the past three years, but prior to January 1, 2017, have been included

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the year ended March 31, 2017 compared to the year ended March 31, 2016

for the year ended March 31, 2016 were $52,933, a decrease of $57,438 or approximately 52% compared to revenue of $110,371

for the year ended March 31, 2015.

Revenue from the sale of oil and gas decreased as a result of the lower market price of

oil and natural gas.

for the year ended March 31, 2017 were $57,021, an increase of $4,088 compared to revenue of $52,933 for the year ended March

Revenue from the sale of oil and gas increased as a result of a consulting income received.

Concentration

the year ended March 31, 2016, three customers, KROG Partners, Scissortail Energy and Ward Petroleum, individually accounted for

28%, 20% and 16% of the Company’s revenues, respectively.

Except for the aforementioned customers, there was no other single

customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2016.

the year ended March 31, 2017, four customers, Scissortail Energy, Avalon 2015-1 LP, Lexinta SA and Ward Petroleum, individually

accounted for 23%, 18%, 18% and 12% of the Company’s revenues, respectively.

Except for the aforementioned customers, there

was no other single customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2017.

For the year ended March 31, 2016, three customers, KROG Partners, Scissortail Energy and Ward Petroleum, individually accounted

for 28%, 20% and 16% of the Company’s revenues, respectively.

Except for the aforementioned customers, there was no other

single customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2016.

Operating Expenses

the year ended March 31, 2016, our lease operating expenses were $66,081 a decrease of $33,979 or approximately 34% compared

to $100,060 for the year ended March 31, 2015.

The decrease was due the completion of the workover costs on the

Miller County Arkansas properties

the year ended March 31, 2017, our lease operating expenses were $51,996 an increase of $1,233 compared to $50,763 for

the year ended March 31, 2016.

The increase was due to workover costs on the Lincoln County, Oklahoma properties.

General, and Administrative Expenses

general and administrative expenses for the year ended March 31, 2016 were $788,836 an increase of $503,302 compared to selling,

general and administrative expenses for the year ended March 31, 2017 were $183,774 a decrease of $605,062 compared to selling,

general and administrative expenses of $788,836 during the year ended March 31, 2016.

Selling, general and administrative

expenses for 2016 consisted primarily non-cash consulting services of $154,546, the write off of $279,400 balance in deposits,

payroll and related costs of $48,000;

legal and accounting fees in the amount of $112,462;

facilities costs in the amount

travel and entertainment expenses of $68,970;

investor relation expense of $4,176;

office expenses of $64,014 and

consulting fees in the amount of $46,268.

The increase was due primarily due to non-cash consulting services of $154,546,

and write off of the $279,400 balance in deposits year for the ended March 31, 2016.

debt expense for the year ended March 31, 2016 was 58,741.

We did not have any bad debt expense for the year ended March

expenses for 2017 consisted primarily non-cash consulting services of payroll and related costs of $48,000;

travel and entertainment

expenses of $16,546;

office expenses of $70,848 and consulting fees in the amount of $94,970.

The decrease was primarily

due to non-cash consulting services of $154,546, $12,450 in legal and accounting fees and the write off of the $279,400 balance

in deposits year for the ended March 31, 2016.

did not have any bad debt expese for the year ended March 31, 2017.

Bad debt expense for the year ended March 31, 2016 was 58,741.

expense for the year ended March 31, 2017 was $25,620.

We did not have any impairment expense for the year ended March 31,

The impairment expense was due to the reduction in the market price for oil and natural gas, the loss of economic

value of the Company’s non-proven properties and the impairment of the Company’s intellectual properties.

compensation for the year ended March 31, 2016 was $0, a decrease of $24,454 compared to Stock-based compensation of $24,454 for

the year ended March 31, 2015.

Impairment expense for the year ended March 31, 2016 was $1,839,941.

impairment expense was due to the reduction in the market price for oil and natural gas, the loss of economic value of the Company’s

non-proven properties and the impairment of the Company’s intellectual properties.

stock-based compensation for the years ended March 31, 2017 and March 31, 2016 were $53,300 and $0, respectively.

Depreciation,

1 unchanged sentence

Depreciation,

Depletion, and Amortization were $69,579 for the year ended March 31, 2016 a decrease of $4,832 or approximately 6% compared to

$74,441 for the year ended March 31, 2015, due to a slight decrease in depletion.

on Sale of Property

the year ended March 31, 2016, the Company did not sell any oil and gas properties.

on Settlement of Debt, Notes Payable and Accrued Interest and Dividends Payable.

the year ended March 31, 2016, the Company had a net gain on the settlement of debt in the amount of $283,014, a decrease of $141,610

as compared with $424,624 for the year ended March 31, 2015.

did not have a gain on the conversion of dividends payable during the year ended March 31, 2016.

Depletion, and Amortization were $32,807 for the year ended March 31, 2017 a decrease of $52,090 compared to $84,897 for the year

ended March 31, 2016.

The decrease was due to the impairment of $1,839,941 in oil and gas and intellectual property assets for

the year ended March 31, 2016.

on Settlement of Debt, Notes Payable and Accrued Interest, and Miscellaneous Income

the year ended March 31, 2017, the Company did not have a gain on the settlement of debt.

During the year ended March 31, 2016,

31, 2015, we had a gain on the conversion of dividends payable of $82,779.

we had a net gain on the settlement of debt in the amount of $283,014.

had $5,489 in miscellaneous income for the year ended March 31, 2017.

We did not have any miscellaneous income for the year ended

March 31, 2016.

Expense, net of Interest Income

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of notes payable.

Profit (Loss)

the reasons stated above, our net loss for the year ended March 31, 2016, was $2,503,934, compared to a net profit of $100,314

during the year ended March 31, 2015.

the reasons stated above, our net loss for the year ended March 31, 2017, was $243,193, compared to a net loss of $2,503,934 during

the year ended March 31, 2016.

and Capital Resources

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March 31, 2016.

Company had a net loss of $2,503,934 for the year ended March 31, 2016, compared to a net profit of $100,314 for the year ended

Company had a net loss of $243,193 for the year ended March 31, 2017, compared to a net loss of $2,503,934 for the year ended

March 31, 2016.

accounts receivable for the year ended March 31, 2016 were $- 0 - compared to $33,344 for the year ended March 31, 2015.

the year ended March 31, 2016 we received note repayments of $1,429.

During the year ended March 31, 2015 we invested $120,000

for the purchase of the Kensington Energy Assets, and repayments on notes receivable of $7,142.

did not receive any note payments for the year ended March 31, 2017.

We received note repayments of $1,429 during the year ended

March 31, 2016.

financing activities for the year ended March 31, 2017 provided cash of $100,000 as compared to $320,000 for the year ended March

1 unchanged sentence

Cash generated by financing activities

primarily consisted of $330,000 from the issuance of Avalon Series B Preferred Stock and AFS Series A Preferred Stock.

consisted of $100,000 from the issuance of AFS Series A Preferred Stock.

Accounting Policies

7 unchanged sentences

enacted accounting standards

August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2014-15, Presentation of Financial Statements

Going Concern (Subtopic 205-40):

Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

(“ASU 2014-15”).

ASU 2014-15 provides guidance about management’s responsibility to evaluate whether there is

substantial doubt about an entity’s ability to continue as a going concern and sets rules for how this information should

be disclosed in the financial statements.

ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim

periods thereafter.

The Company adopted ASU 2014-15 prospectively for the annual period ending December 31, 2016.

ASU 2014-15, the Company is required to consider whether there are adverse conditions or events that raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued

and the probability that management’s plans will mitigate the adverse conditions or events (if any).

Adverse conditions

or events would include, but not be limited to, negative financial trends (such as recurring operating losses, working capital

deficiencies, or insufficient liquidity), a need to restructure outstanding debt to avoid default, and industry developments (for

example commodity price declines and regulatory changes).

May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers, which was subsequently modified in August 2015 by ASU No.

2015-14, Revenue

from Contracts with Customers:

Deferral of the Effective Date.

The core principle of ASU No.

2014-09 is that companies should

recognize revenue when the transfer of promised goods or services to customers occurs in an amount that reflects what the company

expects to receive.

It requires additional disclosures to describe the nature, amount, timing and uncertainty of revenue and cash

flows from contracts with customers.

In 2016, the FASB issued additional ASUs that clarify the implementation guidance on principal

versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope

improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections

(ASU 2016-20).

These new standards will identify performance obligations and narrow aspects on achieving core principle.

is currently evaluating the impact the adoption of this guidance may have on its financial statements.

The Company is an “emerging

growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS

Act, emerging growth companies (“EGCs”) can delay adopting new or revised accounting standards issued subsequent to

the enactment of the JOBS Act until such time as those standards apply to private companies.

Therefore, the Company will not be

subject to the same new or revised accounting standards as public companies that are not EGCs.

The Company anticipates adopting

this new guidance on January 1, 2019 with the modified retrospective approach and plans on giving additional updates on its progress

and further conclusions.

January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):

Recognition and Measurement of Financial

Assets and Financial Liabilities, which requires that equity investments, except for those accounted for under the equity method

or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized

in net income.

However, an entity may choose to measure equity investments that do not have readily determinable fair values at

cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical

or a similar investment of the same issuer.

It also impacts the presentation and disclosure requirements for financial instruments.

It is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017, while for EGCs the amendment will become effective for fiscal years beginning after December 15, 2018.

adoption is permitted only for certain provisions.

The Company is in the process of evaluating the impact of adoption of this

guidance on the Company’s consolidated financial statements and will adopt this guidance since January 1, 2019.

Sheet Arrangements

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity