The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell nor doesthese securities and it seekis not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 21 , 2015Infinity Energy Resources, Inc.

PROSPECTUS

INFINITY ENERGY RESOURCES, INC.

6,926,40018,972,834 Shares of Common Stock

Consisting of

Up to 7,117,500 Shares of Common Stock Issuable Upon Conversion of or Payment Made on Shares of Series A Convertible Preferred Stock

Up to 11,789,404 Shares of Common Stock Issuable Upon Exercise of Common Stock Purchase Warrants

Up to 65,930 Shares of Common Stock Issuable Upon Conversion of 3% Unsecured Convertible Promissory Notes

This prospectus coversrelates to the offer and resale of up to an aggregate of up to 6,926,40018,972,834 shares of our common stock, $0.0001 par value $0.0001 per share that may be offered from time(the “Common Stock”), of Infinity Energy Resources, Inc. (the “Company”, “we”, “us” or “our”), consisting of (i) an aggregate of 7,117,500 shares of Common Stock (the “Series A Conversion Shares”) issuable upon conversion of an aggregate of 22,776 shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) issued to time bycertain of the selling stockholder namedSelling Stockholders in this prospectus.March 2021 (as such term is defined below), (ii) an aggregate of 11,789,404 shares of Common Stock (the “Warrant Shares”), consisting of shares of Common Stock issuable upon exercise of (x) a common stock purchase warrant issued to one of the Selling Stockholders in August 2020 (the “August Warrant”), (y) common stock purchase warrants issued to certain of the Selling Stockholders in connection with the issuance of the Series A Preferred Stock (the “March Warrants”) and (z) common stock purchase warrants issued to certain of the Selling Stockholders pursuant to certain debt settlement agreements entered into on March 31, 2020 with such Selling Stockholders (the “Creditor Warrants” and collectively, with the August Warrant and the March Warrants, the “Warrants”), and (iii) an aggregate of 65,930 shares of Common Stock (the “Note Conversion Shares”) issuable upon full conversion of 3% unsecured convertible promissory notes issued to certain of the Selling Stockholders pursuant to such debt settlement agreements (the “Notes”), including the accrual of future interest on such Notes. The shares being offered by this prospectus consist of:of Series A Preferred Stock, Series A Conversion Shares, the Warrants, the Warrant Shares, the Notes and the Note Conversion Shares are collectively referred to herein as the “Securities.” The holders of the Securities are each referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.”

The Series A Preferred Stock, Notes and Warrants were each issued to the applicable Selling Stockholders in connection with private placement offerings pursuant to Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder. For additional information regarding the issuance of the Securities, see “Private Placements” beginning on page 32.

This prospectus also covers any additional shares of common stockCommon Stock that may become issuable to the Selling Stockholders upon any anti-dilution adjustment pursuant to the terms of the Convertible NoteCertificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, as amended (the “Certificate of Designation”), and the terms of the Notes and Warrants issued to the selling stockholderapplicable Selling Stockholders by reason of stock splits, stock dividends, and other events described therein.

The ConvertibleSeries A Conversion Shares, Warrant Shares and Note referredConversion Shares will be resold from time to above were acquiredtime by the selling stockholder,Selling Stockholders listed in the private placement that closedsection titled “Selling Stockholders” beginning on May 7, 2015 (the May 2015 Private Placement”).page 34.

Before purchasingThe Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Series A Conversion Shares, Warrant Shares and Note Conversion Shares on any national securities exchange or quotation service on which the Common Stock may be listed or quoted at the time of sale, in over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the shares coveredof Common Stock offered by this prospectus, carefully read and considerwe do not know when or in what amount the risk factorsSelling Stockholders may sell their Series A Conversion Shares, Warrant Shares or Note Conversion Shares hereunder following the effective date of this registration statement. More information about how a Selling Stockholder may sell such shares of Common Stock held by such Selling Stockholder and registered hereby is disclosed in the section entitled “Risk Factors.”titled “Plan of Distribution” on page 44.

We are registering the Series A Conversion Shares, Warrant Shares and Note Conversion Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of our Common Stock by the Selling Stockholders in the offering described in this prospectus, we may receive up to $0.39 per share upon the cash exercise of each of the March Warrants and up to $0.50 per share upon the cash exercise of the August Warrant and each of the Creditor Warrants. Upon the exercise of the Warrants for all 11,789,404 Warrant Shares by payment of cash, however, we will receive aggregate gross proceeds of approximately $5,316,497. However, we cannot predict when and in what amounts or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Series A Conversion Shares, Warrant Shares and Note Conversion Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of such shares of Common Stock.

Our common stockCommon Stock is currently quoted on the OTCQB Tiertier operated by the OTC Markets Group Inc. (the “OTCQB”(“OTCQB”) under the symbol “IFNY.” On September 17, 2015July 20, 2021, the last reported salessale price of our common stockCommon Stock on the OTCQB was $ 0.13$0.30 per share.

The Selling Stockholders may be deemed “underwriters” within the meaning of the Securities Act in connection with the resale of the shares of Common Stock registered hereunder.

This offering will terminate on the earlier of (i) the date when all of securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in our common stockCommon Stock involves a high degree of risk.risks. You should carefully considerreview the matters discussedrisks described under the section entitledheading “Risk Factors” beginning on page 8 and in this prospectus and includedthe documents which are incorporated by reference herein before you invest in our periodic reports and other information filed with the Securities and Exchange Commission before investing in our common stock.Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectusprospectus is September __, 2015July        , 2021.

TABLE OF CONTENTS

About this ProspectusABOUT THIS PROSPECTUS

This prospectus forms a part of a registration statement on Form S-1 that we filed withdescribes the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Undergeneral manner in which the shelf registration rules, using this prospectus and, if required, one or more prospectus supplements, the stockholders identified in this prospectusSelling Stockholders may sell,offer from time to time the securities covered by this prospectus in one or more offerings.

We may provide a prospectus supplement containing specific information about the termsup to 18,972,834 shares of a particular offering by the selling stockholder. The prospectus supplement may also add, update or change information contained in this prospectus. If the information in this prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus supplement. You should also carefully read the additional informationCommon Stock, consisting of up to 7,117,500 Series A Conversion Shares, up to 11,789,404 Warrant Shares and documents described under “Where You Can Find Additional Information.”

up to 65,930 Note Conversion Shares. You should rely only on the information contained in this prospectus and the accompanyingrelated exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, into these documents. No dealer, salesperson or other person is authorized to give any information or to represent anythingwhich we have referred you, before making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information that we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”), is accurate as of any date other than the date on the front cover of the applicable document.

If necessary, the specific manner in which the shares of Common Stock offered hereby may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.

Neither the delivery of this prospectus nor any distribution of shares of Common Stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the accompanying prospectus supplement. If anyone provides you with different, inconsistent or unauthorized information or representations, you must not rely on them. date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

When used herein, unless the context requires otherwise, references to the “Infinity,” “Company,” “we,” “our” and “us” refer to Infinity Energy Resources, Inc., a Delaware corporation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, the applicable prospectus supplement or amendment and the accompanyinginformation incorporated by reference in the registration statement of which this prospectus forms a part contain various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which represent our expectations or beliefs concerning future events. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,” “expects,” “may,” “will” or similar expressions. In addition, any statements concerning future financial performance, ongoing strategies or prospects, and possible future actions, which may be provided by our management, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about our company, economic and market factors, and the industry in which we do business, among other things. These statements are not guarantees of future performance, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. Factors that could cause our actual performance, future results and actions to differ materially from any forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in this prospectus and our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The forward-looking statements in this prospectus, the applicable prospectus supplement or any amendments thereto and the information incorporated by reference in the registration statement of which this prospectus forms a part represent our views as of the date such statements are an offermade. Such forward-looking statements should not be relied upon as representing our views as of any date subsequent to sell only the securities offered by these documents, but only under circumstances and in jurisdictions where it is lawful to do so. Thedate such statements are made.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus or any prospectus supplementconcerning our industry and the market in which we operate, including our market position, market opportunity and market size, is current only asbased on information from various sources, on assumptions that we have made based on such data and other similar sources and on our knowledge of the datemarkets for our products. These data sources involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, all of the information in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity, size and growth, does not take into account the effects that COVID-19 has had on the front of those documents.such industry and market.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” IN THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in orthis registration statement and the prospectus forming a part thereof, as well as in the documents incorporated herein by reference into this prospectus. Because this summary provides only a brief overviewreference. Before making an investment decision with respect to our shares of the key aspects of the offering, it does not contain all of the information thatCommon Stock, you should consider before investing in our common stock. You should read the entire registration statement and prospectus forming a part thereof, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors, “and “CautionaryFactors” and “Special Note Regarding Forward-Looking Statements” and the documents incorporated by reference, which are described under “Incorporation of Certain Information by Reference” before making an investment decision. As used in this prospectus, unless otherwise indicated, “we,Statements.” “our,” “us” or similar terms refer collectively to Infinity Energy Resources, Inc.

Overview

Infinity Energy Resources, Inc.The Company is an independent energy company that is pursuing an oil and natural gas exploration, opportunitydevelopment and production company, which is primarily in the business of drilling and operating oil & gas wells. From 2009 to 2020, the Company had pursued the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks offshore of Nicaragua in the Caribbean Sea. The Company has been awarded two offshore concessions by the Nicaraguan Government coveringSea (the “Concessions”), which contain a total of approximately 1.4 million acres. PreviouslyHowever, in January 2020, the Company was engaged inabandoned the Concessions.

The Company has also assessed various opportunities and strategic alternatives involving the acquisition, exploration and development of natural gas and oil properties in the United States, through its wholly-owned subsidiaries, Infinity Oil and Gasincluding the possibility of Texas, Inc. (“Infinity-Texas”) (sold July 2012) and Infinity Oil & Gasacquiring businesses or assets that provide support services for the production of Wyoming, Inc. (“Infinity-Wyoming”), which has been inactive since December 31, 2008 and was administratively dissolved. The Company had ceased all domestic oil and gas activities in the United States by December 31, 2009 and is currently focusing its efforts on its Nicaraguan offshore concessions.States.

Our common stock is quoted onOn July 31, 2019, we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the OTCQBproduction and trades under the symbol “IFNY.”

Nicaragua

Since 1999, we have pursued anmineral rights/leasehold for oil and gas exploration opportunity offshore Nicaraguaproperties, subject to overriding royalties to third parties, in the Caribbean Sea. Over such time period, we have built relationships withCentral Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). We paid a nonrefundable deposit of $50,000 to bind the Instituto Nicaraguense de Energia (“INE”) and undertook the geological and geophysical research that helped us to become one of only six companies qualified to bid on offshore blocks in the first international bidding round held by INE in January 2003.

On March 5, 2009, we signed the contracts grantingOption, which provided us the Perlasright to acquire the Properties for $2.5 million prior to December 31, 2019. We were not able to exercise the Option prior to such date, but we subsequently acquired a new option from Core on September 2, 2020 to purchase the Properties at a reduced price of $900,000 by November 1, 2020 (the “New Option”), and Tyra concession blocks offshore Nicaragua (the “Nicaraguan Concessions” or “Concessions”). Since ourwe issued 500,000 shares of Common Stock to Core to bind the New Option. The New Option was subsequently extended to January 11, 2021. On April 1, 2021 we completed the acquisition of the Nicaraguan Concessions,Properties pursuant to a side letter agreement, dated March 31, 2021 and an asset purchase agreement executed on December 14, 2020, whereby we have conducted an environmental studypurchased the Properties for $900,000. The Company raised approximately $2.05 million on March 26, 2021 through the issuance of its Series A Preferred Stock and developed geological information fromMarch Warrants

In addition to the reprocessingProperties, the assets purchased included existing production equipment, infrastructure and additional evaluationownership of 11 square miles of existing 2-D seismic data acquired over our Perlas and Tyra concession blocks offshore Nicaragua. In April 2013 our Environmental Impact Assessment was formally approved by the Nicaraguan government, at which time we commenced significant activity under the initial work plan involving the acquisition of new3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two Nicaraguan Concessions. conventional vertical producing wells, which currently produce oil from the Reagan Sand zone at an approximate depth of 3,600 feet.

We undertook seismic shoots during late 2013 that resulted inhave commenced with certain rework to the existing production wells subsequent to the acquisition of the Properties and intend to continue doing so during the second quarter of 2021. The Company plans to develop the Properties’ existing oil & gas reserves including the exploration for the existence of new 2-Doil & gas zones and 3-D seismic data and are reviewingother mineral reserves that the Properties may hold.

We may find it necessary in the future to obtain new sources of debt and/or equity capital in order to selectfund the exploration and development of the Properties described above, as well as to satisfy our initial drilling sites for exploratory wells. Weexisting debt obligations, including the Notes, as described below.

In addition, we intend to seek joint venture or working interest partners prior to the commencement of any exploratory drilling operations on the Nicaraguan Concessions. In this connection, we may seek offers from other industry operators and other third parties for interests in the acreageProperties in exchange for cash and a carried interest in connection with exploration and development operations, or we may enter into other strategic partnership. On October 13, 2014 we announced that we had entered into a Letter of Intent with Granada Exploration, LLC (“Granada”), which has agreed to join with us to explore for potential hydrocarbons on the Concessions. The parties are negotiating definitive agreements and Granada is conducting its due diligence.

Corporate History

Infinity was incorporated as a Colorado corporation in April 1987 and reincorporated as a Delaware corporation in September 2005. From January 1, 2002 through December 31, 2004, we produced natural gas and oil and grew our production through exploration and development drilling exclusively in the Rocky Mountain region. Beginning in 2005, our primary exploration focus shifted to the Fort Worth Basin in north central Texas. During 2005, 2006 and 2007, we completed the drilling of a number of gas wells in the Fort Worth Basin. On December 15, 2006, we sold our oilfield services subsidiaries, Consolidated Oil Well Services, Inc. and CIS-Oklahoma, Inc., to Q Consolidated Oil Well Services, LLC, a Delaware limited liability company.

On January 7, 2008, Infinity-Wyoming completed the sale of essentially all of its producing oil and gas properties in Colorado and Wyoming, along with its working interests in undeveloped leaseholds in Routt County, Colorado and Sweetwater County, Wyoming to Forest Oil Corporation, a New York corporation. During the year ended December 31, 2008, we scaled down the operations of Infinity-Texas. During the year ended December 31, 2008 we determined that properties of Infinity-Texas and Infinity-Wyoming were uneconomical to operate and as such, we wrote their remaining values down to zero. In December 2011, we sold the properties of Infinity-Texas and in July 2012 we sold its stock to a third party. Infinity-Wyoming was administratively dissolved on March 14, 2009. We are now focused solely on the development of our Nicaraguan Concessions.

Principal Executive Offices and Additional Information

Our principal executive offices are located at 11900 College Boulevard, Suite 310, Overland Park, Kansas 66210. Our telephone number is (913) 948-9512. Our website is located at www.infinityenergyresources.com. Information on our website does not constitute part of this prospectus and should not be relied upon in connection with making any decisionjoint venture arrangements with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at www.sec.gov.

SUMMARY OF THE OFFERING

We are registering the shares being offered under this prospectus pursuant to the registration rights agreement that we entered into with the selling stockholder described below under “Description of Securities —May 2015 Private Placement of Convertible Note and Warrants” and “—Registration Rights.” We entered into the registration rights agreement in connection with the May 2015 Private Placement that closed on May 7, 2015 in which we offered and sold to the selling stockholder $12.0 million in principal amount of the Convertible Note, which has a conversion price of $0.50 per share, and sold to the selling shareholder and a placement agent of the offering, common stock purchase warrants (the “Warrants”) exercisable to purchase up to 20,400,000 shares of our common stock at a price of $0.50 per share. Both the conversion price of the Convertible Note and exercise price of the Warrants are subject to adjustmentProperties, as described below in more detail under “Description of Securities—May 2015 Private Placement of Convertible Note and Warrants.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this prospectus may be deemed“Recent Development – Term Sheet to be forward-looking statements. Where any forward-looking statement includes a statement of the assumptions or bases underlying the forward-looking statement, we caution that, while we believe these assumptions or bases to be reasonable and made in good faith, assumed facts or bases almost always vary from the actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, we or our management express an expectation or belief as to future results, such expectation or belief is expressed in good faith and is believed to have a reasonable basis. We cannot assure you, however, that the statement of expectation or belief will result or be achieved or accomplished. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “future,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms and phrases, including references to assumptions. These statements are contained in the section “Risk Factors” and other sections of this prospectus. These forward looking statements involve risks and uncertainties that may cause our actual future activities and results of operations to be materially different from those suggested or described in this prospectus. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. These risks include the risks that are identified in the “Risk Factors” section of this prospectus.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this report to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained or incorporated by referenceenter into this prospectus, before deciding to invest in our common stock. If any of the following risks, or any risk described elsewhere in this prospectus or in the documents incorporated by reference herein, actually occurs, our business, business prospects, financial condition, results of operations or cash flows could be materially adversely affected. In any such case, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks described below and in the documents incorporated by reference herein are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. This prospectus also contains forward-looking statements, estimates and projections that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below and in the documents incorporated by reference herein.

You should carefully consider the following risk factors in evaluating our business and us. The factors listed below represent certain important factors that we believe could cause our business results to differ. These factors are not intended to represent a complete list of the general or specific risks that may affect us. It should be recognized that other risks may be significant, presently or in the future, and the risks set forth below may affect us to a greater extent than indicated. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected.

Risks Related to Our Business

Joint Venture Agreement”. We have a history of losses and are experiencing substantial liquidity problems.

We incurred a net loss in our fiscal years ended December 31, 2013 and 2014 of approximately $2.4 and $3.7 million, respectively. Further, we incurred net losses of $7,888,628 for the six months ended June 30, 2015. In addition, we are currently experiencing substantial liquidity problems.

If we are able to address our immediate liquidity problems, our history of losses may impair our ability to obtain financing for maintenance, exploration and development of our Nicaraguan Concessions on favorable terms or at all. It may also impair our ability to attract investors if we attempt to raise additional capital, to grow our business or for other business purposes, by selling additional debt or equity securities in a private or public offering. If we are unable to obtain additional financing, we may be unable to maintain and develop our Nicaraguan Concessions.

We expect to continue to generate operating losses and experience negative cash flow and it is uncertain whether we will achieve future profitability; investors may lose all of their investment in us.

We expect to continue to incur operating losses until such time, if ever, as we are able to achieve sufficient levels of revenue from operations. There can be no assurance that we will ever generate revenue or achieve profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted at this point.

Investment in us involves a high degree of risk. Investors may never recoup all or part of or realize any return on their investment. Investors should not invest in the shares of common stock unless they can afford to lose their entire investment.

We are continuing to negotiate with our creditors and may face additional claims in the future.

We continue to have substantial liabilitiesrestructured certain obligations under which we are currently unable to pay. We continue to negotiate with our creditors to mitigate and settle our known liabilities to them or their claims of liabilities andwere in some cases, to secure releases of liens which have been filed on certain of our properties. Various suits have been filed to enforce payments of liabilities and we are working to address these suits. We may incur additional liabilities if our liquidity situation deteriorates further and may face additional claims from creditors seeking to protect their interests in light of our announcements regarding our financial condition and business plans. We are not able to predict our success in attempting to negotiate with these parties nor the expense related to such negotiations or in defending any litigation related to these claims. These creditors may take action to force us into bankruptcy involuntarily. In addition, if we are unable to manage our current liabilities or substantial additional claims are asserted against us, we may be forced to seek protection under the Bankruptcy Code. We require proceeds of this offering to help manage our current liabilities and negotiate with our creditors.

Compliance with the Requirements of the Nicaraguan Concessions.

The final approval by the Nicaraguan government of our environmental impact study onApril 13, 2013, beganSub-Period 2 for both the Tyra and Perlas Blocks as defined in the Nicaraguan Concessions. The Company believes it has satisfied the acquisition, processing and interpretation of seismic data required for Sub-Period 2 for both the Perlas and Tyra Blocks. Therefore, we are now in Sub-Period 3 of the exploration phase of the 30-year Concession for both Perlas and Tyra as of June 30, 2015. Sub-Period 3 of the Nicaraguan Concessions requires the drilling of at least one exploratory well on the Perlas Blockdefault during 2016 and the shooting of additional seismic on the Tyra Block.

The Company is in process of identifying at least one potential drilling site on the Perlas Block as required in Sub-Period 3 and will have to perform supplemental EIA work prior to requesting and receiving the permit to drill from the Nicaraguan government. The work plan on the Tyra block for Sub-Period 3 requires the Company to shoot additional seismic which is estimated to cost approximately $2,500,000 prior to the commencement of exploratory drilling. The Company is currently negotiating with the Nicaraguan government to obtain a waiver of the additional seismic mapping requirement on the Tyra Block because we do not believe it will be effective in providing additional information due to the water depth and other factors so that it can proceed with exploratory drilling. There can be no assurance whether it will be able to obtain such waiver of the requirement.

In accordance with the Concession agreements, we are also required to provide the Ministry of Energy with letters of credit in the amounts of $1,356,227 for Perlas and $1,818,667 for Tyra, but have not done so. We made all required expenditures related to the Nicaraguan Concessions for the training fees, area fees and other expenditures and as “area fees,” for Tyra and Perlas for the years 2010 through May 2015, but will be required to pay such additional fees for the 2015/2016 period in March 2016 of approximately $155,000.

We are negotiating the renewal and/or adjustment of the required letters of credit with the Nicaraguan Government. We plan to prepare the necessary information to submit the supplemental EIA in order to obtain the necessary authorizations to drill up to five locations in the Concessions. There can be no assurance that we will be successful any of the foregoing regards. Except for the foregoing items, we believe we are in full compliance with the terms of the Nicaraguan Concessions agreements.

The Nicaraguan Government has yet to provide a waiver for the Tyra Block or grant the drilling permit on the Perlas Block.2020. However, assuming that it does provide the waiver and grant the drilling permit Infinity will be required to drill at least one exploratory well on the Perlas Block within one-year (estimated to be prior to May 2016). The minimum cash requirements to maintain and comply with the minimum work program as defined in the Nicaraguan Concessions for the next twelve month period will be approximately $5,500,000 for the Perlas Block, which includes all costs to prepare for and drill the initial exploratory well, and $280,000 for the Tyra Block (assuming the waiver is granted

Inability to conduct seismic mapping and efficacy of 3-D Seismic Mapping.

We cannot predict what portions of the Nicaraguan Concessions will be available for 3-D seismic mapping activities due to the water depths and other factors. Mapping with 3-D seismic generally provides a better perspective on the possible hydrocarbons present than a 2-D seismic mapping does. To the extent we do not have the resources to conduct 3-D seismic mapping on a substantial portion of the Nicaraguan Concessions or 3-D mapping is not effective given the location of the Concessions, our knowledge of the size of the potential hydrocarbon reservoir will be diminished. As a result, this could have a material adverse impact on our ability to attract joint venture or other parties to assist us in the exploration and development of the Nicaraguan Concessions.

Our Nicaraguan Concessions and planned future exploration activities are in a country with a developing economy and are subject to the risks of political and economic instability associated with such economies.

Nicaragua has from time to time experienced economic or political instability. We may be materially adversely affected by risks associated with conducting operations in countries with developing economies, including: political instability and violence; war and civil disturbance; acts of terrorism; expropriation or nationalization; changing fiscal regimes; fluctuations in currency exchange rates; high rates of inflation; underdeveloped industrial and economic infrastructure; unenforceability of contractual rights; and adherence to the Foreign Corrupt Practice Act by our contractors and/or representatives.

We cannot accurately predict the effect of these factors on our Concessions. In addition, legislation in the United States regulating foreign trade, investment and taxation could have a material adverse effect on our financial condition, results of operations and cash flows.

Exploration and development of our Nicaraguan Concessions will require large amounts ofcapital that we may not be able to obtain.

We expect that our primary exploration and development activities in Nicaragua will take place only upon us finding a financial or industry partner. In order to undertake such activities, we will need to obtain large amounts of additional capital, subjecting existing shareholders to potential significant dilution. The terms under which such capital may be available, if at all, may not be acceptable or favorable to us. Our potential sources of financing for these activities in the longer term would include cash availability under credit facilities, if any, and future sales of equity securities or subordinated debt securities, as well as joint ventures or partnerships with third parties, which would dilute our interest in the Nicaraguan Concessions.

We have recently closed a private placement in May 2015 with the selling stockholder that could provide funding for the drilling of wells in the Concessions. We may require the selling stockholder to prepay the Investor Note, as defined in this prospectus, by delivering a mandatory prepayment notice to the selling stockholder, subject to (i) the satisfaction of certain equity conditions, (ii) our receipt of all governmental authorizations, as defined in the private placement documents necessary to commence drilling on at least five properties within the Nicaraguan Concessions, and (iii) our obtaining forbearance agreements from certain third parties to whom we owe obligations. There can be no assurance that the selling stockholder will voluntarily convert the Convertible Note, which would trigger a payment of the Investor Note in the amount of the conversion to us, or that we will be able to meet the requirements for a mandatory conversion of the Convertible Note, which would also cause a payment of the Investor Note in the applicable amount to us.

Future cash flows and the availability of financing are subject to a number of variables, such as:

Issuing equity securities to satisfy our financing or refinancing requirements could cause substantial dilution to existing stockholders. Debt financing could lead to:

In order to obtain capital, we could enter into a joint venture or partnership with another oil and gas company or companies in which we would maintain a carried or reduced working interest in the Nicaraguan Concessions. However, this would reduce our ownership and control over the projects and could significantly reduce our future revenue generated from oil and gas production. If we failed to raise sufficient capital on a timely basis, we will lose our rights to the Nicaraguan Concessions.

Our future production is contingent on successful exploration and development of our Nicaraguan Concessions.

Our future natural gas and oil production is highly dependent on our level of success in finding oil and gas on our Nicaraguan Concessions. The business of exploring for and developing reserves is capital intensive. Exploration will require significant additional capital expenditures and successful drilling operations. In our current financial situation, we are unable to engage in significant exploration or development efforts unless we receive payments on the Investor Note or through other means and if we are unable to address our liquidity problems and make the necessary capital investment our future.

We will be subject to regulations affecting our activities with the Nicaraguan Concessions

If we commence operations in Nicaragua, we will be subject to legal and regulatory oversight by its energy-related agencies, such as the Nicaraguan Energy Institute (“NEI”), with respect to its energy or hydrocarbons laws. In such case, from time to time, in varying degrees, political developments and federal and state laws and regulations affect our operations in Nicaragua. In particular, price controls, taxes and other laws relating to the crude oil and natural gas industry, changes in these laws and changes in administrative regulations have affected and in the future could affect crude oil and natural gas production, operations and economics. We cannot predict how Nicaraguan agencies or courts will interpret existing laws and regulations or the effect these adoptions and interpretations may have on our business or financial condition at that point.

Our business will also be subject to laws and regulations promulgated by federal and local authorities, including the Ministry of Energy and Mines, relating to the exploration for, and the development, production and marketing of, crude oil and natural gas, as well as safety matters. Legal requirements may be frequently changed and subject to interpretation and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our future operations in Nicaragua. In such event, we may be required to make significant expenditures to comply with governmental laws and regulations.

Further, future operations in Nicaragua will be subject to complex federal and local environmental laws and regulations. The discharge of natural gas, crude oil, or other pollutants into the air, soil or water may give rise to significant liabilities on our part to government agencies and third parties and may require us to incur substantial costs of remediation. In addition, in the future we may incur costs and penalties in addressing regulatory agency procedures involving instances of possible non-compliance.

Our operations may be adversely affected by changes in the fiscal regime of Nicaragua.

The fiscal regime in Nicaragua will impact us through laws and regulations governing royalties, taxes or level of government participation in oil and gas projects. Fiscal regimes may change over time. A change in the fiscal regime of Nicaragua may result in an increase or decrease in the amount of government take, and a corresponding decrease or increase in the revenues of an oil and gas company operating in the country.

A number of governments are experiencing fiscal problems triggered by the lingering effects of the global financial crisis, associated recession and current slower economic growth rates. Higher unemployment and slower growth rates, coupled with a reduced tax base, have resulted in reduced government revenues, while government expenditures have increased due to the need for public entitlement or economic stimulus programs. Many countries have incurred budget deficits or even approached insolvency and there has been social unrest in many regions.

Due to pressures from local constituents as well as the Organization for Economic Cooperation and Development (“OECD”) to address these negative fiscal situations and initiate deficit reduction measures, many governments are seeking additional revenue sources, including increases in government take from oil and gas projects.

The oil and gas industry is highly competitive.

We operate in the highly competitive areas of oil and natural gas acquisition, exploration, development and production with many other companies. We face intense competition from a large number of independent companies as well as major oil and natural gas companies in a number of areas such as:

We depend on key personnel.

Our success will be largely dependent upon the efforts of our executive officers, Stanton E. Ross and Daniel F. Hutchins. We do not have employment agreements with Messrs. Ross or Hutchins. The loss of the services of these individuals could have a material adverse effect on our business and prospects. There can be no assurance that we will be able to retain the services of such individuals in the future. We have not obtained key-man life insurance policies on these individuals. We are also dependent to a substantial degree on our outsourced experienced consulting and technical staff. Loss of the services of any of these people could have a material adverse effect on our operations. Our success will be dependent upon our ability to hire and retain additional qualified personnel as we may require. In particular, our exploratory drilling success and the success of other activities integral to our operations will depend, in part, on our ability to attract and retain experienced engineers and other professionals. Competition for experienced engineers and some other professionals is extremely intense. If we cannot retain our technical personnel or attract additional experienced technical personnel, our ability to compete could be harmed. We will compete with other companies with greater financial and other resources for such personnel. Although we have not experienced difficulty in attracting qualified personnel to date, there can be no assurance that we will be able to retain our present personnelobtain such funding, extensions or acquire additional qualified personnel as and when needed.

We have received a going concern opinion from our auditors.

We have an accumulated deficit and have had negative cash flows from our operations. Accordingly, we have received a report from our independent auditors in connection with our audited financial statements that include an explanatory paragraph describing their substantial doubt about our ability to continue as a going concern. This may negatively impact our ability to obtain additional fundingrestructurings or funding on terms attractive to us.

Loss on dissolution or liquidation.

In the event of our dissolution or liquidation, the proceeds realized from the liquidation of assets, if any, will be distributed to the holder of the Convertible Note and other creditors before any distributions are made to stockholders in accordance with applicable state law and our Articles of Incorporation, as then in effect. Given our current financial condition, it is unlikely that our stockholder will participate in the proceeds from such dissolution or liquidation, if any.

We are a party to several lawsuits as a defendant in which we may ultimately not prevail resulting in losses and may cause our stock price to decline.

We are involved as a defendant in routine litigation and administrative proceedings incidental to our business from time to time. See “Litigation.” Due to lack of funds, we have not been able to defend adequately in certain of these matters. Accordingly, the outcome of any pending cases and proceedings may have a material adverse effect on our business or financial condition.

Risks Related to our Common Stock

Our common stock is traded on the OTCQB.

Our common stock is traded on the OTCQB, which may negatively impact shareholder value, access to capital markets and the liquidity of our common stock.

We have to increase the number of our authorized shares of common stock, which, if issued, could dilute the ownership of the current holders of our common stock; our preferred stock, if issued, could adversely affect the rights of the holders of our common stock.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of our common stock and 10,000,000 shares of preferred stock. While the Convertible Note, if converted and the Warrants, if exercised, would cause us to issue an additional 44,400,000 shares, they both contain provisions under which we would be required to issue additional shares if we sell common stock, or agree to sell common stock, at a price less than $0.50 per share. We are required by the May 2015 Private Placement to reserve 88,800,000 shares for the conversion of the Convertible Notes and exercise of the Warrants, which number is 200% of the actual number of shares issuable as of the closing of the May 2015 Private Placement. We are required under the terms of our May 2015 Private Placement to have a sufficient number of authorized shares of Common Stock reserved to satisfy our obligations to the investor in such Placement. Given this requirement, our current capitalization and future needs. We have determined to seek approval from our shareholders to effect a reverse split of all of our outstanding shares of Common Stock by a ratio in the range of 1-for-8 and 1-for-11. The common stock and preferred stock can be issued by our board of directors, without stockholder approval. Any future issuances of our common stock or preferred stock could further dilute the percentage ownership of our existing stockholders. Our preferred stock is a blank check in that our board of directors can set the terms and conditions of the preferred stock without any stockholder approval. Such terms and conditions could be disadvantageous to the holders of our common stock.

Indemnification of officers and directors.

While the members of our Board of Directors and our officers are generally accountable to us and our stockholders, the liability of our directors and officers to us, our stockholders and third parties is limited in certain respects under applicable state law and our Articles of Incorporation and Bylaws, as in effect in the date hereof. Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. Such limitation of liability and indemnity may limit rights which our stockholders would otherwise have to seek redress against our directors and officers.

The possible issuance of options and warrants may dilute the interest of stockholders.

We have granted options to purchase a total of 4,174,500 shares of our common stock under our stock option and restricted stock plans and common stock purchase warrants for 24,562,210 shares, which were outstanding and unexercised as of September 17, 2015. To the extent that outstanding stock options and Warrants are exercised, dilution to the interests of our stockholders may occur. Moreover, the terms upon which we will be able to obtain additional equity capital may be adversely affected since the holders of the outstanding options can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital on terms more favorable to us than those provided in such outstanding options.

Our credit facilities.

If we fail to pay the principal and interest on the Convertible Note or otherwise default in our obligations under the Convertible Note, security or related documents, it would have a material adverse effect on our business, operations and financial condition. Additionally, there can be no assurance that we will meet the requirements of the selling stockholder to cause payment of the Investor Note or that the selling stockholder will voluntarily prepay the Investor Note, either of which events would provide us with funding.

We borrowed $1,050,000 under a subordinated promissory note in December 2013. The subordinated promissory note, including accrued interest thereon, is due and payable April 2016. We have no revolving credit facility to fund our operating needs should it become necessary. It will be difficult to obtain an institutional line of credit facility given our recent operating losses, the current banking environment and the existence of the Convertible Note, which may adversely affect our ability to finance our business, grow or be profitable. Further, even if we could obtain a new credit facility, in all likelihood would may not be on terms favorable to us.

Coalitions of a few of our larger stockholders have sufficient voting power to make corporate governance decisions that could have significant effect on us and the other stockholders.

Our officers, directors and principal stockholders (greater than five percent stockholders) together control approximately 10.5%, including options vested or to vest within sixty days, of our outstanding common stock. As a result, these stockholders, if they act together, will be able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that we would not otherwise consider.

We have never paid dividends and have no plans to in the future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operation of our business. Therefore, any return investors in our common stock will have to be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

Indemnification of officers and directors.

Our articles of incorporation and the bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors and employees, including the limitation of liability for certain violations of fiduciary duties. Our stockholders therefore will have only limited recourse against such individuals.

The market for our common stock is limited and may not provide adequate liquidity.

Our common stock has been thinly traded on the OTCQB. From January 1, 2015 to September 17, 2015, the daily trading volume in our common stock ranged from zero shares of common stock to a high of 254,200 shares of common stock. On most days, this trading volume meant there was limited liquidity in our shares of common stock. Selling our shares during this period was more difficult because smaller quantities of shares were bought and sold and news media coverage about us was limited. These factors resulted in a limited trading market for our common stock and therefore holders of our stock may have been unable to sell shares purchased, if they desired to do so.

If securities or industry analyst do not publish research reports about our business, or if they downgrade our stock, the price of our common stock could decline.

Small, relatively unknown companies can achieve visibility in the trading market through research and reports that industry or securities analysts publish. To our knowledge there are no independent analysts who cover us. The lack of published reports by independent securities analysts could limit the interest in our common stock and negatively affect our stock price. Even if we did have such coverage, we would not have any control over the research and reports any analysts might publish. If any analyst who did cover us downgrades our stock, our stock price could decline. If any analyst who had been covering us ceases coverage of us or failed to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price to decline.

Future sales of our common stock may depress our stock price.

We can make no prediction can be made as to the effect, if any, that future sales of our common stock, or the availability of our common stock for future sales, will have on the market price of our common stock. Sales in the public market of substantial amounts of our common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our common stock. The potential effect of these shares being sold may be to depress the price at which our common stock trades.

USE OF PROCEEDS

The selling stockholder will receive all of the proceeds from the sale of the common stock offered by this prospectus. We will not receive any of the proceeds from the sale of common stock by the selling stockholder, although we may receive proceeds from the exercise of the Warrants by the selling stockholder, if exercised. We cannot guarantee that the selling stockholder will exercise the Warrants. Any proceeds we receive from the selling stockholder upon its exercise of the Warrants will be used for general working capital.

The selling stockholder named in this prospectus will pay any underwriting fees, discounts and commissions, along with certain of the selling stockholder’s out-of-pocket expenses, incurred in connection with their sale of shares registered under this prospectus. We will bear all other costs, fees and expenses incurred by us, or by the selling stockholder, in effecting the registration, offer and sale of the shares covered by this prospectus, to the extent not paid by the selling stockholder.what terms.

SELLING STOCKHOLDER

The shares of common stock being offered by the selling stockholder are those issuable to the selling stockholder pursuant to the terms of the Convertible Note. For additional information regarding the issuance of the Convertible Note see “Description of Securities—May 2015 Private Placement of Convertible Note and Warrants.” We are registering the shares of common stock in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the ownership of the Convertible Note and the Warrants issued pursuant to the Securities Purchase Agreement, the selling stockholder has not had any material relationship with us or our affiliates within the past three years.

We prepared the table based on information supplied to us by the selling stockholder. We have not sought to verify such information. The percentages of shares beneficially owned and being offered are based on 26,866,938 shares of common stock that were outstanding as of September 17, 2015, unless otherwise stated in the footnotes to the table below. Information about the selling stockholder may also change over time.

The table below lists the selling stockholder and other information regarding the beneficial ownership of the shares of common stock by the selling stockholder. The second column lists the number of shares of common stock beneficially owned by the selling stockholder, based on its ownership of the Convertible Note, as of September 17, 2015, assuming conversion of the Convertible Note and exercise of the Warrants held by the selling stockholder on that date, without regard to any limitations on conversion, amortization, redemption or exercise.

The third column lists the shares of common stock being offered by this prospectus by the selling stockholder.

In accordance with the terms of a registration rights agreement with the selling stockholder, this prospectus generally covers the resale of at least 130% of the maximum number of shares of common stock issuable pursuant to the Convertible Note as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC, subject to adjustment as provided in the registration rights agreement and without regard to any limitations on conversion, amortization and/or redemption of the Convertible Note or exercise of the Warrant. Because the conversion price of the Convertible Note and the exercise price of the Warrant may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

Under the terms of the Convertible Note and the Warrants, the selling stockholder may not convert the Convertible Note or exercise the Warrants, as the case may be, to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Convertible Note which have not been converted and upon exercise of the Warrants that have not been exercised (the “Beneficial Ownership Blocker”). The number of shares in the second column does not reflect this limitation. The selling stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”

No offer or sale under this prospectus may be made by a stockholder unless that holder is listed in the table above, in a supplement to this prospectus or in an amendment to the related registration statement that has become effective under the Securities Act of 1933, as amended (the “Securities Act”). We will supplement or amend this prospectus to include additional selling stockholders upon request and upon provision of all required information to us, subject to the terms of the Registration Rights Agreement, as described under the “Description of Capital Stock -Registration Rights Agreement.”

PLAN OF DISTRIBUTION

We are registering the shares of common stock issuable pursuant to the terms of the Convertible Note to permit the resale of these shares of common stock by the holder of the Convertible Note from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

If a selling stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, a selling stockholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. A selling stockholder may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. A selling stockholder may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

A selling stockholder may pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common stock owned by it and, if we default in the performance of our secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as a selling stockholder under this prospectus. The selling stockholder also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

A selling stockholder and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholder and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

A selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $30,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholder against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholder will be entitled to contribution. We may be indemnified by the selling stockholder against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF BUSINESS

Overview

Infinity Energy Resources, Inc. is an independent energy company that is pursuing an oil and gas exploration opportunity offshore of Nicaragua in the Caribbean Sea. On March 5, 2009, the Nicaraguan government granted us the Concessions to explore approximately1.4 million acres offshore Nicaragua. Since such point we have focused our efforts on these Concessions. Previously we were engaged in the acquisition, exploration and development of natural gas and oil properties in the United States. We ceased all domestic oil and gas exploration and production in the United States by December 2009

Nicaragua

We began pursuing an oil and gas exploration opportunity offshore Nicaragua in the Caribbean Sea in 1999. Since such time, we built relationships with the Instituto Nicaraguense de Energia (“INE”) and undertook the geological and geophysical research that helped us to become one of only six companies qualified to bid on offshore blocks in the first international bidding round held by INE in January 2003.

On March 5, 2009, we signed certain contracts pursuant to which we acquired the contracts granting us the Perlas and Tyra concession blocks offshore Nicaragua (the “Nicaraguan Concessions” or “Concessions”). Since ourConcessions. After such acquisition, of the Nicaraguan Concessions, we have conducted an environmental study and developed geological information from the reprocessing and additional evaluation of existing 2-D seismic data acquired over our Perlas and Tyra concession blocks.of the Concessions. In April 2013, the Nicaraguan government formally approved our Environmental Impact Assessment,environmental impact assessment, at which time we had commenced significant activity under thean initial work plan involving the acquisition of new seismic data on the two Nicaraguan Concessions. We undertook seismic shoots during late 2013 that resulted in the acquisition of new 2-D and 3-D seismic data and are reviewinghad reviewed it in order to select our initial drilling sites for exploratory wells.

Business Strategy

We were in default of various provisions of the Concessions agreements for several years and the Nicaraguan Government subsequently terminated the Concessions agreements. We had been seeking a resolution of these defaults, including the ability to renew and/or renegotiate the terms of the Concessions contracts, with the Nicaraguan government to permit us to cure such defaults. However, the Nicaraguan political climate and domestic issues, as well other factors, caused the Company to abandon such efforts and the Concessions in 2020. As a result, as of the date of this prospectus, the Concessions agreements remain terminated and the Company has abandoned all of its efforts to renew and/or renegotiate the terms of the Concessions agreements with the Nicaraguan government to cure such defaults.

Our principal objective is to create stockholder value through the development of our Nicaraguan Concessions. We have commenced significant activity under the initial work plan and received formal governmental approval of the environmental study in 2013. We have used previously existing reprocessed 2-D seismic data to identify or evaluate the prospects. We had additional 2-D and 3-D seismic mapping done on the Concessions to provide additional data. We are reviewing the data in order to evaluate the potential oil and gas producing structures and select our initial drilling sites for exploratory wells, given sufficient capital and necessary Nicaraguan government approvals.

We intend to finance our business strategy through external financing, which may include debt and equity capital raised in public and private offerings, joint ventures, sale of working or other interests, employment of working capital and cash flow from operations, if any. To this end we completed the May 2015 Private Placement. We plan to seek joint venture or working interest partners prior to the commencement of any exploratory drilling operations on the Nicaraguan Concessions. In this connection, we may seek offers from other industry operators for interests in the acreage in exchange for cash and a carried interest in exploration and development operations or other strategic partnership.

Recent Developments

On May 7, 2015 weSide Letter and Bill of Sale

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021 (the “April 2021 Form 8-K”), the Company and Core, as well as all of the members of Core, Mandalay LLC and Coal Creek Energy, LLC (collectively, the “Seller”) entered into that certain side letter agreement on March 31, 2021 (the “Side Letter”), pursuant to which the Company and Core agreed to set the closing date on which the Properties would be purchased pursuant to the asset purchase and sale agreement, entered into by the Company and the Seller on December 14, 2020 (the “APA”), to April 1, 2021 (the “APA Closing Date”). Pursuant to the Side Letter, the Company was responsible for reimbursing the Seller for certain prorated revenues and expenses from January 1, 2021 through the APA Closing Date.

In addition, in connection with the entry into the Side Letter, on April 1, 2021, the Company and Core entered into that certain Assignment and Bill of Sale, effective as of January 1, 2021 (the “Bill of Sale”), pursuant to which Core granted the Company all of Core’s right, title, and interest in and to certain properties and interest, including, among other things, the Properties, all production and mineral rights to and a leasehold interest in the Properties and all contracts, agreements and instruments by which the Properties are bound. Pursuant to the Bill of Sale, the Company assumed responsibility for the payment of ad valorem taxes for the 2021 tax year. As described above, on April 1, 2021 the Company completed the private placementacquisition of the $12.0 million principal amount Convertible Note and Warrant to purchase 18,000,000 shares of our common stock with the selling stockholder. The Convertible Note ranks senior to our existing and future indebtedness and is secured by all of our assets, excluding the Nicaraguan Concessions. At the closing on May 7, 2015, the selling stockholder acquired the Convertible Note by paying $450,000 in cash and issuing the Investor Note, as defined below, secured by cash, with a principal amount of $9,550,000. Assuming all amounts payable to us under the Investor Note are paid, the private placement will result in gross proceeds of $10.0 million before Placement Agent fees and other expenses associated with the transaction, subjectProperties pursuant to the satisfaction of certain conditions. We used the initial proceeds from the closing to retire certain outstanding obligations, including delinquent 2015 areaAPA and training fees of approximately $155,000 owed to the Nicaraguan government relating to our Nicaragua Concessions,Side Letter and to provide additional working capital. We will receive the remaining cash proceeds upon each voluntary or mandatory prepaymenthas commenced development of the Investor Note. See “DescriptionProperties during the second quarter of Securities - May 2015 Private Placement of Convertible Note and Warrants.”2021.

Granada DevelopmentIssuance of Shares of Common Stock in April 2021

On April 1, 2021, the Company and the holder of a $50,000 outstanding convertible note entered into a settlement agreement, pursuant to which the Company issued to such holder 145,000 shares of Common Stock in consideration for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants of the Company issued in connection with the issuance of such note. The 145,000 shares of Common Stock issued to such holder pursuant to such settlement agreement were valued at $40,600, based on the closing market price of the Common Stock on the date of such extinguishment and cancellation.

Also on April 1, 2021, the Company and the holder of a $35,000 outstanding convertible note entered into a settlement agreement pursuant to which the Company issued to such holder 100,000 shares of Common stock in consideration for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants of the Company issued in connection with the issuance of such note. The 100,000 shares of Common Stock issued to such holder pursuant to such settlement agreement were valued at $28,000, based on the closing market price of the Common Stock on the date of such extinguishment and cancellation.

Additional Compensation Paid to Company’s President, Chief Executive Officer and Chairman

As disclosed in the April 2021 Form 8-K, on April 1, 2021, the Company’s board of directors authorized the cash payment of $30,000 to Stanton E. Ross, the Company’s President, Chief Executive Officer and Chairman of the board of directors, in consideration for the time Mr. Ross devoted to assisting the Company acquire the Properties and commence its drilling program.

Additional Stock Option Grants to Company’s Board of Directors and Officers

On June 4, 2021, the Company’s board of directors authorized the grant of stock options to purchase up to (i) 500,000 shares of Common Stock to Stanton E. Ross, the Company’s President, Chief Executive Officer and Chairman of the board of directors, (ii) 100,000 shares of Common Stock to Leroy C. Richie, a member of the Company’s board of directors, (iii) 100,000 shares of Common Stock to Daniel F. Hutchins, the Company’s Chief Financial Officer, Treasurer, Corporate Secretary and member of the Company’s board of directors, (iv) 350,000 shares of Common Stock to John L. Loeffelbein, the Company’s Chief Operating Officer and (v) a total of 750,000 shares of Common Stock to three Company consultants. All such stock options were granted outside the Company’s 2015 Stock Option and Restricted Stock Plan, vest on June 4, 2022, contingent upon the holder of such options continuing to serve the Company on such date, have 10-year terms and are exercisable at $0.50 per share. Such individuals were granted such stock options in consideration for the time and efforts such individuals devoted to assisting the Company acquire the Properties and commence its drilling program.

Joint Venture Agreement Term Sheet

On October 13, 2014 weApril 30, 2021, the Company and US Noble Gas, LLC (“USNG”) entered into a Letternon-binding term sheet to set terms and conditions whereby the parties thereto would formalize a joint venture for the purpose of Intent (“LOI”)exploring for and developing various potential noble gas reserves on the Properties. The joint venture would cover all of the noble gas rights and production rights potentially existing on the approximate 11,000 acres included in the Properties.

Such term sheet contains various provisions and conditions, including the Company receiving the 50% net revenue-share of all noble gases sold, with Granada Exploration, LLC (“Granada Exploration”), whichthe Company responsible for 37.5% of the related expenses. Pursuant to such term sheet, USNG, would provide, among other items, all research, testing and exploration data that it has agreed to join with usdeveloped on the Properties, the equipment necessary for extraction of all noble gases and all consulting necessary to explore for potential hydrocarbons onand develop any existing noble gas reserves. Pursuant to such term sheet, in the Concessions. Underevent that a joint venture is formed, the Company would be required to issue warrants exercisable for up to 2,000,000 shares of Common Stock at an exercise price of $0.50 for a five-year term to the principal consultants provided by USNG for such purposes.

Such term sheet requires the parties thereto to execute definitive agreements including a farmout agreement, operating agreement and any other agreements satisfactory to such parties to meet the terms of the LOI, Granada Explorationjoint venture described in such term sheet. There can be no assurances that such parties will providecomplete and execute such definitive agreements and if successful, what the final terms will be. Furthermore, there can be no assurances that the Properties hold potential reserves of noble gases or that they can be produced on a commercially profitable basis.

Quotation of Common Stock on OTCQB

Effective, July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB^® Venture Market under the symbol “IFNY.”

Principal Executive Offices

Our principal executive offices are located at 11900 College Boulevard, Suite 310, Overland Park, Kansas 66210. Our telephone number is (913) 948-9512. Our website is https://www.ifnyoil.com/. Information on our website does not constitute part of this prospectus or the registration statement of which this prospectus forms a part and should not be relied upon in connection with making any decision with respect to an investment in our shares of Common Stock.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those in the section entitled “Risk Factors” and elsewhere in this prospectus. These risks include, but are not limited to, the following:

In addition, our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on securing private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its servicesaudit reports for the fiscal years ended December 31, 2020 and 2019, as well as in exchangeour Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.

ABOUT THIS OFFERING

This prospectus relates to the offer and resale by the Selling Stockholders of an aggregate of 18,972,834 shares of Common Stock, consisting of up to 7,117,500 Series A Conversion Shares, up to 11,789,404 Warrant Shares and up to 65,930 Note Conversion Shares. All of the Series A Conversion Shares, Warrant Shares and Note Conversion Shares, when sold, will be sold by the Selling Stockholders. The Selling Stockholders may sell such shares of Common Stock, from time to time, at fixed prices, at prevailing market prices at the time of sale, at varying prices related to prevailing market prices or at privately negotiated prices.

(1) The number of shares of our Common Stock outstanding prior to this offering is based on 18,793,265 shares of Common Stock outstanding as of July 20, 2021, which excludes: (a) 12,480,784 shares of Common Stock issuable upon the exercise of outstanding warrants (including the Warrant Shares offered hereby), with a weighted average exercise price of $0.46 per share, and (b) 2,077,000 shares of Common Stock issuable upon exercise of outstanding stock options, with a weighted average exercise price of $5.73 per share, as well as an aggregate of 7,183,430 of shares of Common Stock issuable upon full conversion of the shares of Series A Preferred Stock and Notes. Additionally, the number of shares of Common Stock that will be outstanding after this offering is based on the same number of shares of common stock outstanding as of July 20, 2021, which excludes (x) an aggregate of 691,380 shares of Common Stock issuable upon the exercise of outstanding warrants and (y) 2,077,000 shares of Common Stock issuable upon full exercise of outstanding options, but includes up to an aggregate of 18,972,834 shares of Common Stock issuable, assuming the full exercise or conversion, as applicable, of the Warrants, shares of Series A Preferred Stock and Notes.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained or incorporated by reference into the registration statement of which this prospectus forms a part, before deciding to invest in such shares of Common Stock. If any of the following risks, or any risk described elsewhere in such registration statement, this prospectus or in the documents incorporated by reference herein or therein, actually occurs, our business, business prospects, financial condition, results of operations or cash flows could be materially adversely affected. In any such case, the trading price of the Common Stock could decline, and you could lose all or part of your investment. The risks described below and in the documents incorporated by reference such registration statement and this prospectus are not the only ones facing the Company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. The registration statement and this prospectus also contains forward-looking statements, estimates and projections that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below and in the documents incorporated by reference herein and therein.

Risks Related to the COVID-19 Pandemic

Risks Related to Our Business

Our business and operations have been adversely affected by and are expected to continue to be adversely affected by, the coronavirus disease 2019 (“COVID-19”) pandemic, and may be adversely affected by other similar virus or disease outbreaks, epidemics and pandemics.

As a result of the ongoing COVID-19 pandemic and related adverse public health developments, including, but not limited to, voluntary and mandatory quarantines, travel restrictions and other restrictions, our operations, and those of our subcontractors, customers and suppliers, have and are anticipated to continue to experience delays or disruptions and temporary suspensions of operations. In addition, our financial condition and results of operations have been and are likely to continue to be adversely affected by the COVID-19 pandemic.

The timeline and potential magnitude of the COVID-19 pandemic are currently unknown. The continuation or amplification of COVID-19 could continue to more broadly affect the United States and the global economy, including the demand for oil and gas, which would adversely affect our business and operations. For example, the outbreak of COVID-19 has resulted in a widespread health crisis that will adversely affect the economies and financial markets of many countries, resulting in an economic downturn that has and will continue to affect our operating results. Other contagious viruses or diseases in the human population could have similar adverse effects. In addition, the effects of COVID-19 and concerns regarding its global spread have negatively impacted the domestic and international demand for crude oil and natural gas, which has contributed to price volatility and will impact the value of our working interests and other oil and gas assets, affect the ability of our vendors, suppliers and customers to continue operations, affect our operations and ultimately adversely impact our results of operations, liquidity and financial condition. A prolonged period of low market prices for oil and natural gas, or further declines in the market prices for oil and natural gas, will likely result in capital expenditures being further curtailed and will adversely affect our business, financial condition and liquidity and our ability to meet obligations, targets or financial commitments and could ultimately lead to restructuring or filing for bankruptcy, which would have a material adverse effect on our stock price and our ability to fulfill our obligations under any existing indebtedness. Additionally, lower oil and natural gas prices have, and may in the future, cause, a decline in our stock price. As the potential impact from COVID-19 is difficult to predict, the extent to which it will negatively affect out operating results, or the duration of any potential business disruption is uncertain. The magnitude and duration of any impact will depend on future developments and new information that may emerge regarding the severity and duration of COVID-19 and the actions taken by authorities to contain it or treat its impact, including the efficiency of recent vaccines, the ability of governments to roll such vaccines out to the general public, and the willingness of individuals to obtain such vaccines, all of which are beyond our control. These potential impacts, while uncertain, have already negatively affected our results of operations, and are anticipated to have a negative impact on our future results as well.

We have a history of losses and expect to continue to generate operating losses and experience negative cash flow and it is uncertain whether we will achieve future profitability, and as a result, investors may lose all of their investment if they purchase shares of Common Stock.

We have had a history of losses and have generated little or no operating revenues for a number of years, as we concentrated on development of the Concessions, which was a long-term, high-risk and high-reward exploration project. We abandoned the Concessions development project in early 2020 due to the challenging economic and political issues in Nicaragua and the oil and gas industry in general. We have incurred losses in many of the years since our inception and had an accumulated deficit of approximately $117,178,645 as of December 31, 2020, which includes net income of approximately $5,623,707 for the year ended December 31, 2020, as compared to an accumulated deficit of approximately $122,802,352 as of December 31, 2019, which includes net income of approximately $1,844,775 for the year ended December 31, 2019. As of March 31, 2021, we had an accumulated deficit of $117,290,208, which includes a net loss of $203,624 for the three months ended March 31, 2021, as compared to an accumulated deficit of $117,178,645 as of March 31, 2020, which includes a net loss of $84,765 for the three months ended March 31, 2020.

We face challenges and uncertainties in financial planning as a result of uncertainties regarding the nature, scope and results of our future activities. We may not be successful in implementing our business strategies or in completing the development of the infrastructure necessary to conduct our business as planned. In the event that one or more of our development and drilling programs is not completed or is delayed or terminated, our operating results will be adversely affected and our operations will differ materially from the activities described in this prospectus and our subsequent annual and periodic reports. As a result of industry factors or factors relating specifically to us, we may have to change our methods of conducting business, which may cause a material adverse effect on our results of operations and financial condition. The uncertainty and risks described in this prospectus may impede our ability to economically find, develop, exploit, and acquire oil and natural gas reserves. As a result, we may not be able to achieve or sustain profitability or positive cash flows provided by our operating activities in the future.

We expect to continue to incur operating losses until such time, if ever, as we are able to achieve sufficient levels of revenue from operations. There can be no assurance that we will ever generate revenue or achieve profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted at this point.

Development and operation of the Properties will require large amounts of capital that we may not be able to obtain.

We purchased the Properties on April 1, 2021 through the issuance of the shares of Series A Preferred Stock and the March Warrants, which raised approximately $2.05 million. We have commenced operations on the Properties and intend to continue development within 12 months following purchase of the Properties, subject to, among other things, additional and timely capital funding. In order to undertake such activities, we will need to obtain large amounts of additional capital, potentially subjecting our existing shareholders to potential significant dilution. The terms of such capital that may be available may not be acceptable or favorable to us. Our potential sources of financing for these activities in the longer term would include cash availability under credit facilities, future sales of equity securities or subordinated debt securities, as well as joint ventures or partnerships with third parties, which would dilute our interest in the Properties.

Future cash flows and the availability of financing are subject to a number of variables, such as:

Issuing equity securities to satisfy our financing or refinancing requirements could cause substantial dilution to existing stockholders. Debt financing could lead to:

In order to obtain capital, we could enter into a joint venture or partnership with another oil and gas company or companies in which we would maintain a carried or reduced working interest in the Nicaraguan Concessions.Properties. However, this would reduce our ownership and control over the projects and could significantly reduce our future revenue generated from oil and gas production. For example, on April 30, 2021, the Company and USNG entered a non-binding term sheet to set terms and conditions whereby the parties thereto would formalize a joint venture for the purpose of exploring for and developing various potential noble gas reserves on the Properties. The scopejoint venture would cover all of the noble gas rights and production rights potentially existing on the approximate 11,000 acres included in the Properties. Such term sheet contains various provisions and conditions, including the Company receiving the 50% net revenue-share of all noble gases sold, with the Company responsible for 37.5% of the related expenses. There can be no assurances that such servicesparties will complete and execute such definitive agreements and if successful, what the final terms will be. Furthermore, there can be no assurances that the Properties hold potential reserves of noble gases or that they can be produced on a commercially profitable basis. For additional information regarding the term sheet, see “Recent Developments – Joint Venture Agreement Term Sheet”, beginning on page 5.

In addition, future events, such as terrorist attacks, wars or combat peace-keeping missions, financial market disruptions, general economic recessions, oil and natural gas industry recessions, large company bankruptcies, accounting scandals, pandemic diseases, overstated reserves estimates by major public oil companies and disruptions in the financial and capital markets have caused financial institutions, credit rating agencies and the public to more closely review the financial statements, capital structures and earnings of public companies, including energy companies. Such events have constrained the capital available to the energy industry in the past, and such events or similar events could adversely affect our access to funding for our operations in the future.

Our future production is contingent on successful development and operation of the Properties.

Our future oil production is highly dependent on our level of success in development and operation of the Properties. The business of exploring for and developing reserves is capital intensive. Exploration will require significant additional capital expenditures and successful drilling operations. In our current financial situation, we are limited in our ability to engage in significant exploration or development efforts unless we receive additional funding. We will also need to raise additional funding to complete future potential acquisitions and will be more specifically describedrequired to raise additional funds to fund our operations and complete exploration and drilling operations beyond 2021 and acquire assets. Management’s plans in regard to these matters consist principally of seeking additional debt and/or equity financing combined with expected cash flows from current oil and gas assets held and additional oil and gas assets that we may acquire. Our efforts may not be successful, and funds may not be available on favorable terms, if at all. If we need to raise additional funds in the future by issuing equity securities, dilution to existing stockholders will result, and such securities may have rights, preferences and privileges senior to those holders of our Common Stock. In order to obtain capital, we could enter into a mutually acceptable Exploration Services Agreement (“ESA”),joint venture or partnership with another oil and gas company or companies in which we are currently negotiating with Granada. The ESA is anticipated to provide that Granada Exploration will earn an assignment from us of an undivided 30%would maintain a carried or reduced working interest in the Concessions, basedProperties. However, this would reduce our ownership and control over the projects and could significantly reduce our future revenue generated from oil and gas production. On April 30, 2021, the Company and USNG entered a non-binding term sheet to set terms and conditions whereby the parties thereto would formalize a joint venture for the purpose of exploring for and development of various potential noble gas reserves on an 80% netthe Properties. For additional information regarding such term sheet, see “Recent Developments - Joint Venture Agreement Term Sheet”.

If funding is insufficient at any time in the future and we are unable to generate sufficient revenue interest. We planfrom new business arrangements, to enter into a Joint Operating Agreement with Granada Exploration under which Granada Exploration may, at its discretion,complete planned acquisitions or operations, our results of operations and the value of our securities could be adversely affected.

Additionally, due to the nature of oil and gas interests, i.e., that rates of production generally decline over time as oil and gas reserves are depleted, if we are unable to drill additional wells and develop our reserves, either because we are unable to raise sufficient funding for such development activities, or otherwise, or in the event we are unable to acquire additional operating properties, we believe that our revenues will continue to decline over time. Furthermore, in the event we are unable to raise additional required funding in the future, we will not be able to participate in an initial exploratory well for upthe drilling of additional wells, will not be able to an additional undivided 20% working interest,complete other drilling and/or workover activities, and may not be able to make required payments on a prospect-by-prospect basis, with such additional interestour outstanding liabilities.

If this were to happen, we may be basedforced to scale back our business plan, sell or liquidate assets to satisfy outstanding debts, all of which could result in the value of our outstanding securities declining in value.

Our success is dependent on an 80% net revenue interest.the prices of oil, natural gas and other mineral reserves. Low oil or natural gas prices and the substantial volatility in these prices have adversely affected, and are expected to continue to adversely affect, our business, financial condition and results of operations and our ability to meet our capital expenditure requirements and financial obligations.

The LOI isprices we receive for our oil and natural gas heavily influence our revenue, profitability, cash flow available for capital expenditures, access to capital and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to Granada Exploration’swide fluctuations in response to relatively minor changes in supply and demand. Historically, the commodities market has been volatile. For example, the price of crude oil has experienced significant volatility over the last 5 years, with the price per barrel of West Texas Intermediate crude oil rising from a monthly average low of approximately $38 in February 2016 to a high of approximately $79 in September 2018, then dropping below $20 per barrel in April 2020, due diligence,in part to reduced global demand stemming from the recent global COVID-19 outbreak, before recovering to between approximately $70 and $75 per barrel more recently. Prices for natural gas and natural gas liquids experienced declines of similar magnitude. An extended period of continued lower oil prices, or additional price declines, will have further adverse effects on us. The prices we receive for our production, and the levels of our production, will continue to depend on numerous factors, including the evaluationfollowing:

If oil or natural gas prices remain depressed or our development and drilling efforts are unsuccessful, we could be required to write down the carrying value of certain of our filingsoil and natural gas properties. Write downs may occur when oil and natural gas prices are low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in drilling results or mechanical problems with wells where the cost to re-drill or repair is not supported by the expected economics.

Under the full cost method of accounting, capitalized oil and gas property costs less accumulated depletion and net of deferred income taxes may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, an impairment would be recognized.

Declines in oil or natural gas prices have not, and will not, only reduce our revenue, but have and will reduce the amount of oil and natural gas that we can produce economically. Should natural gas or oil prices decline from current levels and remain there for an extended period of time, we may choose to shut-in our operated wells, delay some or all of our exploration and development plans for our prospects, or to cease exploration or development activities on certain prospects due to the anticipated unfavorable economics from such activities, and, as a result, we may have to make substantial downward adjustments to our estimated proved reserves, each of which would have a material adverse effect on our business, financial condition and results of operations.

We are subject to regulations affecting our activities with the SecuritiesProperties.

We are subject to legal and Exchange Commission (“SEC”), Concessionregulatory oversight by federal and local authorities, such as the Ministry of Energy and Mines and the Kansas Energy Office, with respect to the exploration for, and the development, production and marketing of, crude oil and natural gas, as well as safety matters. From time to time, in varying degrees, federal and state laws and regulations affect our operations in the Properties. In particular, price controls, taxes and other documents showinglaws relating to the crude oil and natural gas industry, changes in these laws and changes in administrative regulations have affected, and in the future could affect, crude oil and natural gas production, operations and economics. We cannot predict the ultimate cost of compliance with these requirements or their effect on our operations in the Properties. As a result, we may be required to make significant expenditures to comply with governmental laws and regulations.

Further, operations in the Properties are subject to complex federal and local environmental laws and regulations. The discharge of natural gas, crude oil, or other pollutants into the air, soil or water may give rise to significant liabilities on our part to government agencies and third parties and may require us to incur substantial costs of remediation. In addition, in the future we may incur costs and penalties in addressing regulatory agency procedures involving instances of possible non-compliance.

All of our oil and gas production will be located in the Central Kansas Uplift geological formation, making us vulnerable to risks associated with operating in only one geographic area.

Our operations will be focused solely in the Central Kansas Uplift geological formation, which means our producing properties and new drilling opportunities will be geographically concentrated in one area. Because our operations will not be as diversified geographically as many of our competitors, the success of our operations and our profitability may be disproportionately exposed to the effect of any regional events, including:

Similarly, the concentration of our assets within one producing formation exposes us to risks, such as changes in field-wide rules that could adversely affect development activities or production relating to this formation. Such an event could have a material adverse effect on our results of operations and financial condition. In addition, in areas where exploration and production activities are increasing, as has been the case in recent months in the Central Kansas Uplift geological formation where our Properties are located, the demand for, and cost of, drilling rigs, equipment, supplies, personnel and oilfield services increase. Shortages or the high cost of drilling rigs, equipment, supplies, personnel or oilfield services could delay or adversely affect our development and exploration operations or cause us to incur significant expenditures that are not provided for in our capital forecast, which could have a material adverse effect on our business, financial condition or results of operations. Finally, our operations in Kansas may be negatively affected by quarantines put in place in Kansas in an effort to slow the spread of COVID-19 or other viruses or diseases.

We may have accidents, equipment failures or mechanical problems while drilling or completing wells or in production activities, which could adversely affect our business.

While we are drilling and completing wells or involved in production activities, we may have accidents or experience equipment failures or mechanical problems in a well that cause us to be unable to drill and complete the well or to continue to produce the well according to our plans. We may also damage a potentially hydrocarbon-bearing formation during drilling and completion operations. Such incidents may result in a reduction of our production and reserves from the well or in abandonment of the well.

Our operations are subject to operational hazards and unforeseen interruptions against which we were unable to maintain insurance.

There are numerous operational hazards inherent in oil and natural gas exploration, development, production and gathering, including:

In addition, there is an inherent risk of incurring significant environmental costs and liabilities in the performance of our operations, some of which may be material, due to our handling of petroleum hydrocarbons and wastes, our emissions to air and water, the underground injection or other disposal of our wastes, the use of hydraulic fracturing fluids and historical industry operations and waste disposal practices.

Any of these or other similar occurrences could result in the disruption or impairment of our operations, substantial repair costs, personal injury or loss of human life, significant damage to property, environmental pollution and substantial revenue losses. The location of our wells, gathering systems, pipelines and other facilities near populated areas, including residential areas, commercial business centers and industrial sites, if any, could significantly increase the level of damages resulting from these risks. Insurance against all operational risks is not available to us. We are not insured against all operational risks, including development and completion risks that are generally not recoverable from third parties or insurance. In addition, pollution and environmental risks are not assured. With respect to our other non-operated assets, we may elect to continue not obtaining insurance if we believe that the cost of available insurance is excessive relative to the perceived risks presented. Losses could, therefore, occur for uninsurable or uninsured risks and liabilities from uninsured and underinsured events could have a material adverse effect on our business, financial condition and results of operations.

Unless we replace our oil and natural gas reserves, our reserves and production will decline, which will adversely affect our business, financial condition and results of operations.

The rate of production from the Properties will decline as our reserves are depleted. Our future oil and natural gas reserves and production and, therefore, our income and cash flow, are highly dependent on our success in (a) efficiently developing and exploiting our current reserves on the Properties and (b) economically finding or acquiring additional oil and natural gas producing properties. In the future, we may have difficulty acquiring new properties. During periods of low oil and/or natural gas prices, it will become more difficult to raise the capital necessary to finance expansion activities. If we are unable to replace our production, our reserves will decrease, and our business, financial condition and results of operations would be adversely affected.

Our strategy includes future acquisitions of oil and natural gas properties, and our failure to identify or complete any such future acquisitions successfully, or not produce projected revenues associated with such future acquisitions, could reduce our earnings and hamper our growth.

We may be unable in the future to identify properties for acquisition or to make acquisitions on terms that we consider economically acceptable. There is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. The completion and pursuit of acquisitions may be dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability to grow through acquisitions will require us to continue to invest in our operations, financial and management information systems and to attract, retain, motivate and effectively manage our employees. The inability to manage the integration of acquisitions into our business, including the integration of the Properties, could reduce our focus on subsequent acquisitions and current operations and could negatively impact our results of operations and growth potential. Our financial position and results of operations may fluctuate significantly from period to period as a result of the completion of significant acquisitions during particular periods. If we are not successful in identifying or acquiring any future material property interests, our earnings could be reduced and our growth could be restricted.

We may engage in bidding and negotiating to complete successful acquisitions. We may be required to alter or increase substantially our capitalization to finance these acquisitions through the use of cash on hand, the issuance of debt or equity securities, the sale of production payments, the sale of non-strategic assets, the borrowing of funds or otherwise. If we were to proceed with one or more acquisitions involving the issuance of the Common Stock, our stockholders would suffer dilution of their interests. Furthermore, our decision to acquire properties that are substantially different in operating or geologic characteristics or geographic locations from areas with which our staff is familiar may impact our productivity in such areas.

We may not be able to produce the projected revenues related to our acquisition of the Properties and to our future acquisitions. There are many assumptions related to the projection of the revenues the Properties and of future acquisitions including, but not limited to, drilling success, oil and natural gas prices, production decline curves and other data. If revenues from the Properties or from future acquisitions do not meet projections, this could adversely affect our business and financial condition.

If we complete acquisitions or enter into business combinations in the future, they may disrupt or have a negative impact on our business.

If we complete acquisitions or enter into business combinations in the future, funding permitting, we could have difficulty integrating the acquired companies’ assets, personnel and operations with our own. Additionally, acquisitions, mergers or business combinations into which we may enter in the future could result in a change of control of the Company, and a change in the board of directors or officers of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition or completing a business combination, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions and business combinations are accompanied by a number of inherent risks, including, without limitation, the following:

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition or business combination, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

Any acquisition or business combination transaction we enter into in the future could cause substantial dilution to existing stockholders, result in one party having majority or significant control over the Company or result in a change in business focus of the Company.

The Properties may have, or we may purchase oil and natural gas properties in the future that may have, liabilities or risks that we did not know about or that we did not assess correctly, and, as a result, we could be subject to liabilities that could adversely affect our results of operations.

Before acquiring the Properties and any future oil and natural gas properties, we estimate the reserves, future oil and natural gas prices, operating costs, potential environmental liabilities and other factors relating to such properties. However, our review involves many assumptions and estimates, and their accuracy is in good standinginherently uncertain. As a result, we may not discover all existing or potential problems associated with the Nicaraguan government, negotiationProperties or other properties that we acquire in the future. We may not become sufficiently familiar with such properties to assess fully their deficiencies and approvalcapabilities. We do not generally perform inspections on every well or property, and we may not be able to observe mechanical and environmental problems even when we conduct an inspection. The sellers of mutually acceptable formal agreements,such properties may not be willing or financially able to give us contractual protection against any identified problems, and final approval bywe may decide to assume environmental and other liabilities in connection with properties we acquire. We did assume the plugging and abandonment liability for the existing wells on our Properties. If the Properties have, or if we acquire properties in the future that have, risks or liabilities that we did not know about or that we did not assess correctly, our business, financial condition and results of operations could be adversely affected as we settle claims and incur cleanup costs related to these liabilities.

We may incur losses or costs as a majorityresult of title deficiencies in the properties in which we invest, including the Properties.

If an examination of the partnerstitle history of Granada Exploration.a property that we have purchased, including the Properties, reveals an oil and natural gas lease has been purchased in error from a person who is not the owner of the property, our interest would be worthless. In such an instance, the amount paid for such oil and natural gas lease as well as any royalties paid pursuant to the terms of the lease prior to the discovery of the title defect would be lost.

Prior to the drilling of an oil and natural gas well, it is the normal practice in the oil and natural gas industry for the person or company acting as the operator of the well to obtain a preliminary title review of the spacing unit within which the proposed oil and natural gas well is to be drilled to ensure there are no obvious deficiencies in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct deficiencies in the marketability of the title, and such curative work entails expense. Our failure to cure any title defects may adversely impact our ability in the future to increase production and reserves. In the future, we may suffer a monetary loss from title defects or title failure. Additionally, unproved and unevaluated acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in assignment of leasehold rights in properties in which we hold an interest, we will suffer a financial loss which could adversely affect our business, financial condition and results of operations.

We currently have a limited amount of past seismic and other geological data and may have difficulty obtaining additional data at a reasonable cost, which could adversely affect our future results of operations.

We acquired 3Dseismic and other geological data with our recent acquisition of the Properties to assist us in exploration and development activities on the Properties. We may obtain access to additional data in our areas of interest through licensing arrangements with companies that own or have access to that data or by paying to obtain that data directly. Seismic and geological data can be expensive to license or obtain. We may not be able to license or obtain such data at an acceptable cost. In addition, even when properly interpreted, seismic data and visualization techniques are not conclusive in determining if hydrocarbons are present in economically producible amounts and seismic indications of hydrocarbon saturation are generally not reliable indicators of productive reservoir rock, which may negatively affect our efficacy, resulting in little or no yielding of oil or natural gas in commercial quantities. As a result, we may not be able to continue our operations as proposed and could be forced to modify our drilling plans accordingly, which could adversely affect our business, financial condition and results of operations.

The unavailability or high cost of drilling rigs, completion equipment and services, supplies and personnel, including hydraulic fracturing equipment and personnel, could adversely affect our ability to establish and execute exploration and development plans within budget and on a timely basis, which could have a material adverse effect on our business, financial condition and results of operations.

Shortages or the high cost of drilling rigs, completion equipment and services, supplies or personnel could delay or adversely affect our operations. When drilling activity in the United States increases, associated costs typically also increase, including those costs related to drilling rigs, equipment, supplies and personnel and the services and products of other vendors to the industry. These costs may increase, and necessary equipment and services may become unavailable to us at economical prices. Should this increase in costs occur, we may delay drilling activities, which may limit our ability to establish and replace reserves, or we may incur these higher costs, which may negatively affect our business, financial condition and results of operations.

In addition, in the past, the demand for hydraulic fracturing services has exceeded the availability of fracturing equipment and crews across the industry and in our operating areas in particular. The accelerated wear and tear of hydraulic fracturing equipment due to its deployment in unconventional oil and natural gas fields characterized by longer lateral lengths and larger numbers of fracturing stages may further amplify this equipment and crew shortage. Although we believe there is currently sufficient supply of hydraulic fracturing services, if demand for fracturing services increases or the supply of fracturing equipment and crews decreases, then higher costs could result and could adversely affect our business, financial condition and results of operations.

The marketability of our production is dependent upon oil and natural gas gathering and transportation and storage facilities owned and operated by third parties, and the unavailability of satisfactory oil and natural gas transportation arrangements may have a material adverse effect on our revenue.

The unavailability of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets and delay production from our wells. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for, and supply of, oil and natural gas and the proximity of reserves to pipelines, terminal facilities and storage facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities owned and operated by third parties. Our failure to obtain these services on acceptable terms could materially harm our business. In the future we may be required to shut-in wells for lack of a market or because of inadequacy or unavailability of pipeline or gathering system capacity. When this occurs, we are unable to realize revenue from those wells until the market for oil and gas increases and/or until production arrangements are made to deliver our production to market. Furthermore, we are obligated to pay shut-in royalties to certain mineral interest owners in order to maintain our leases with respect to certain shut-in wells. We do not expect to purchase firm transportation capacity on third-party facilities. Therefore, we expect the transportation of our production to be generally interruptible in nature and lower in priority to those having firm transportation arrangements.

The disruption of third-party facilities due to maintenance and/or weather could negatively impact our ability to market and deliver our products. The third parties control when or if such facilities are restored after disruption, and what prices will be charged for products. Federal and state regulation of oil and natural gas production and transportation, tax and energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines and general economic conditions could adversely affect our ability to produce, gather and transport oil and natural gas.

ExplorationFinancial difficulties encountered by our oil and Development - Nicaraguan Concessionsnatural gas purchasers, third-party operators or other third parties could decrease our cash flow from operations and adversely affect the exploration and development of our prospects and assets.

Preliminary analyses and interpretation of available 2-D seismic data by independent consultants has revealed that the Nica-Tinkham Ridge, the single most important structureWe will derive in the basin, traverses both of the blocks (Tyra and Perlas) in the Concessions and controlled the deposition of Eocene and possibly younger reef systems. Such preliminary analyses have identified four prospects covering a total of over 547 square miles. Our consultants, Brazilian-based Consultoria em Geologia Geofísica e Informática do Petróleo LTDA (“CGGIP”) and its senior geological consultant, Luciano Seixas Chagas, working in concert with Thompson & Knight Global Energy Services LLC, are building a credible model suggesting that the Eocene geologic zone alone has a potential that hydrocarbons could be present, based upon certain assumptions involving porosity, saturation, recovery and other parameters. This model is also subject to the complex geology of the region and the fact that the reef system has never been drilled. The model is based upon preliminary conclusions and is subject to further analysisfuture, substantially all of our more recent 2-Drevenues from the sale of our oil and 3-D seismic datanatural gas to unaffiliated third-party purchasers, independent marketing companies and interpretation, and various assumptions that cannot be confirmed or disproved until the prospects are drilled. We believe the model supportsmid-stream companies. Any delays in payments from our long-held belief that the Nicaraguan Concessionspurchasers caused by financial problems encountered by them will have the potential for oil discoveries, although we can offer no assurances in this regard.an immediate negative effect on our results of operations.

In April 2011, we filed withLiquidity and cash flow problems encountered by our working interest co-owners or the Nicaraguan government an Environmental Impact Assessment (“EIA”) covering proposed seismic activities on our Nicaraguan Concessions. The filing of the EIA was followed by a comment period during which there was interaction between us the Ministerio del Ambiente y los Recursos Naturales de Nicaragua, an agency of the Nicaraguan government; and the autonomous regions of Nicaragua that are nearest to the Nicaraguan Concessions. In April 2013 the EIA was formally approved by the Nicaraguan government and we were cleared to commence 2-D and 3-D seismic mapping activities in the area. In late 2013 and early 2014 CGG Services (US) Inc. – NASA, a fully integrated Geoscience company that provides geological, geophysical and reservoir services to the global oil and gas industry, conducted 2-D and 3-D seismic data covering selected areas within the boundaries of the Nicaraguan Concessions. In March 2014 we opened a seismic data room at CGG’s Houston headquarters in order for potential strategic and/or financial partners to view the fully processed results of the seismic survey activities conducted by CGG.

The final approval of the EIA by the Nicaraguan governmentthird-party operators of our environment impact study on April 13, 2013, began Sub-Period 2 for both the Tyra and Perlas Blocks as defined in the Nicaraguan Concessions. The Company believes it has satisfied the acquisition, processing and interpertation of Seismic data required in Sub-Period 2 for both the Perlas and Tyra Blocks. Therefore, it is now in Sub-Period 3 of the exploration phase of the 30-year Concession for both Perlas and Tyra as of June 30, 2015. Sub-Period 3 of the Nicaraguan Concessions requiresnon-operated properties may prevent or delay the drilling of at least one exploratorya well or the development of a project. Our working interest co-owners may be unwilling or unable to pay their share of the costs of projects as they become due. In the case of a farmout party, we would have to find a new farmout party or obtain alternative funding in order to complete the exploration and development of the prospects subject to a farmout agreement. In the case of a working interest owner, we could be required to pay the working interest owner’s share of the project costs. We cannot assure you that we would be able to obtain the capital necessary to fund either of these contingencies or that we would be able to find a new farmout party.

We are continuing to negotiate with our creditors and may face additional claims in the future.

As of July 20, 2021, we have approximately $3.7 million of outstanding debt and liabilities. As of the date of this prospectus, we remain in default on payment of many of our obligations, including the Perlas Block during 2016Concessions agreements. As of December 31, 2020, the Concessions agreements remain terminated and the shootingCompany has abandoned all of additional seismic onits efforts to renew and/or renegotiate the Tyra Block. The Company is in processterms of identifying at least one potential drilling site on the Perlas block as required in Sub-Period 3 and will have to perform supplemental EIA work prior to requesting and receiving the permit to drill from the Nicaraguan government. The work plan on the Tyra block for Sub-Period 3 requires the Company to shoot additional seismic which is estimated to cost approximately $2,500,000 prior to the commencement of exploratory drilling. The Company is negotiatingConcessions agreements with the Nicaraguan government to cure the defaults. For additional information regarding the Concessions, see “Nicaraguan Concessions” in the prospectus summary on page 4.

We continue to have substantial liabilities which we are currently unable to pay. We continue to negotiate with our creditors to mitigate and settle our known liabilities to them or their claims of liabilities. Various suits have been filed to enforce payments of liabilities and we are working to address these suits. We may incur additional liabilities if our liquidity situation deteriorates further and may face additional claims from creditors seeking to protect their interests in light of our announcements regarding our financial condition and business plans. We are not able to predict our success in attempting to negotiate with these parties nor the expense related to such negotiations or in defending any litigation related to these claims. These creditors may take action to force us into bankruptcy involuntarily. In addition, if we are unable to manage our current liabilities or substantial additional claims are asserted against us, we may be forced to seek protection under the Bankruptcy Code. We may utilize a waiverportion of the additional seismic mapping on the Tyra Block so that it can proceedproceeds of this offering to help manage our current liabilities and negotiate with exploratory drilling. There can be no assurance whether it willour creditors.

We may not be able to generate sufficient cash flow to repay any outstanding or future debt or meet our other obligations, including those relating to such debt and our outstanding shares of Series A Preferred Stock, due to events beyond our control.

If we fail to pay the principal and interest on our outstanding or future promissory notes and/or the payment of dividends on our shares of Series A Preferred Stock or preferred stock that we may issue in the future, or if we otherwise default on our obligations under such outstanding or future preferred stock, notes, security agreements, certificates of designation, or related documentation, including the Notes, it could have a material adverse effect on our business, operations and financial condition. We also have no revolving credit facility to fund our operating needs should it become necessary. It will be difficult to obtain an institutional line of credit facility given our recent operating losses, the current banking environment and the existence of such waivernotes, which may adversely affect our ability to finance our business, grow or be profitable. Further, even if we could obtain a credit facility, in all likelihood would not be on terms favorable to us.

Our ability to generate cash flows from operations, to make payments on or refinance potential future indebtedness and to fund working capital needs and planned capital expenditures will depend on our future financial performance and our ability to generate cash in the future. Our future financial performance will be affected by a range of economic, financial, competitive, business and other factors that we cannot control, such as general economic, legislative, regulatory and financial conditions in our industry, the economy generally, the price of oil and other risks described herein. A significant reduction in operating cash flows resulting from changes in economic, legislative or regulatory conditions, increased competition or other events beyond our control could increase the need for additional or alternative sources of liquidity and could have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to service future potential debt and other obligations. If we are unable to service future potential indebtedness or to fund our other liquidity needs, we may be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing such indebtedness, seeking additional capital, or any combination of the requirement.

During late December 2013,foregoing. If we completed the 2-D seismic survey activities in the area asincur additional debt, it would increase our interest expense, leverage and our operating and financial costs. We cannot assure you that any of these alternative strategies could be affected on satisfactory terms, if at all, or that they would yield sufficient funds to make required under both of the Nicaraguan Concessions at that point. We believe that the newly acquired 2-D seismic data, together with the previously acquired reprocessed 2-D seismic, has helped uspayments on future potential indebtedness or to further evaluate the structures that were previously identified with 2-D seismic in the Eocene Zone. Our geological consultants have estimated that these Eocene structures may contain recoverable hydrocarbons (principally oil) in place.fund our other liquidity needs. Reducing or delaying capital expenditures or selling assets could delay future cash flows. In addition, the new 2-D seismic acquired in 2013 providedterms of future debt agreements may restrict us from adopting any of these alternatives. We cannot assure you that our first geological information regarding the potential for oil resources in the Cretaceous Zone, which we could not evaluate using less precise older 2-D seismic mapping. We haveidentified multiple promising sites on the Perlas Block for exploratory drilling and is planning the drilling of initial exploratory wells in order to determine the existence of commercial hydrocarbon reserves. We believebusiness will generate sufficient cash flows from operations or that we have performed all work necessary as of June 30, 2015 to proceed to Sub-Period 3 for the Perlas Block as defined in the Nicaraguan Concessions, which requires the drilling of at least one exploratory well on the Perlas concession within the following one-year period. We must first prepare and submit a supplemental EIA to the Nicaraguan government before the drilling permit can be issued on the Perlas Block.

The Nicaraguan Government has yet to receive the EIA supplement and issue the drilling permit; however, assuming that it does accept the supplemental EIA and grant the drilling permit, Wefuture borrowings will be requiredavailable in an amount sufficient to drill at least one exploratory well on the Perlas Block within one-year (estimatedenable us to be priorpay such future potential indebtedness or to May 2016)fund our other liquidity needs.

If for any reason we are unable to meet our current or risk beingfuture potential debt service and repayment obligations, we may be in default and losing its rights under the Nicaraguan Concessions.

The Company is in technical default of the Nicaraguan Concession because it has not provided the required letters of credit to the Nicaraguan Government. In accordance with the Nicaraguan Concession agreements, the Company had previously provided the Ministry of Energy with the required letters of credit in the amounts of $443,100 for Perlas (expired March 2014) and $408,450 for Tyra (expired September 2014). The Company had also made all required expenditures related to the Nicaraguan Concessions for training programs and as “area fees,” for each respective year for 2010 through 2015. The Company is currently negotiating the renewal and increase of the required letters of credit which total $1,356,227 for the Perlas block and $278,450 for the Tyra block with the Nicaraguan Government and its lenders; however, there can be no assurance that the Company will be successful in the regard. The Company considers it is fully in compliance with the terms of the Nicaraguan Concessions agreements except forgoverning such indebtedness, which could allow our creditors at that time to declare such outstanding indebtedness to be due and payable. Under these circumstances, our lenders could compel us to apply all of our available cash to repay our borrowings. In addition, the renewallenders under our credit facilities or other secured indebtedness could seek to foreclose on any of our assets that are their collateral. If the amounts outstanding under such indebtedness were to be accelerated, or were the subject of foreclosure actions, our assets may not be sufficient to repay in full the money owed to the lenders or to our other debt holders.

Our business will suffer if we cannot obtain or maintain necessary licenses.

Our operations will require licenses, drilling permits, mechanical integrity inspections of our wells and in some cases renewals of licenses and permits from various governmental authorities. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the expired lettersapplicable governments, among other factors. Our inability to obtain, or our loss of credit.or denial of extension of, any of these licenses or permits could hamper our ability to produce revenues from our operations.

The Federal Government has instituted a moratorium on new oil and gas leases and permits on federal onshore and offshore lands, which if extended, or leads to a change in regulatory schemes, may have a material adverse effect on the Company must raise substantial amountsand its results of debtoperations.

On January 27, 2021, President Biden announced a moratorium on new oil and equity capitalgas leases and permits on federal onshore and offshore lands “to the extent consistent with applicable law,” while a comprehensive review of existing fossil fuel leasing and permitting practices is conducted by the Interior Department. It is currently unclear whether the moratorium is the start of a change in federal policies regarding the grant of oil and gas permits on federal lands. The current moratorium does not currently affect the Company, as the Company has no near-term plans to drill new wells on any leases held on federal lands; however, if such moratorium was to become permanent, or the federal government in the immediate future in orderwere to fund: (1) the required letters of creditgrant less permits on federal lands, make such permitting process more difficult, costly, or to the Nicaraguan Government; (2) the drilling of at least one exploratory wellinstitute more stringent rules relating to such permitting process, it could have a material adverse effect on the Perlas Block of the Nicaraguan Concessions during 2016; (3) the shooting of additional seismic on the Tyra Block of the Nicaraguan Concessions if it is unable to negotiate a waiver of such requirement from the Nicaraguan government; (4) the payment of normal day-to-day operations and corporate overhead; and (5) payment of outstanding debt and financial obligations as they become due. These are substantial operational and financial issues that must be successfully mitigated during 2015 or the Company’s ability to satisfy the conditions necessary to maintainundertake oil and gas operations on such portion of its Nicaragua Concessions will be in significant doubt. The Company completed the May 2015 Private Placement in May 2015 in an effort to obtain its required capital. See Note 2 to the Financial Statements.

We are also seeking offers from industry operators and other third parties for interests in the acreage in the Nicaraguan Concessions in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. Accordingly, we intend to finance our business strategy through external financing, which may include debt and equity capital raised in public and private offerings, joint ventures, sale of working or other interests, employment of working capital and cash flow from operations, if any, and net proceeds from the sales of assets.

Exploration expenditures in connection with our Nicaraguan Concessions in the fiscal years ended December 31, 2014 and 2013 of $115,622 and $6,051,411, respectively. Exploration costs during the year ended December 31, 2013 included $5,937,013 of costs incurred for the acquisition of new 2-D and 3-D seismic dataleases on the Nicaragua Concessions.

The following charts set forth the minimum work programs required under for the Perlas and Tyra blocks comprising our Concessions in order for us to retain the Concessions.federal lands.

Minimum Work Program – Perlas

Block Perlas – Exploration Minimum Work Commitment and Relinquishments

Minimum Work Program - Tyra

Block Tyra – Exploration Minimum Work Commitment and Relinquishments

Contractual and Fiscal Terms

Until April 13, 2014 when we received our initial environmental approval from the Nicaraguan government, we were in the environmental phase of Sub-Period 1 for both Perlas and Tyra and the operational phase of Sub-Period 1 was suspended for both Concessions. Upon issuance of the environmental permit, the suspension was lifted and the operational phase for each Concession commenced. Thus, we have until July 11, 2016 and April 11, 2016 to meet the requirements of Sub-Period 3 for the Tyra and Perlas Concessions, respectively. Additionally, we have until July 11, 2018 and April 11, 2018Failure to comply with the requirementsgovernment regulation of Sub-Period 4 of the Tyra and Perlas Concessions, respectively.

Competition

We compete in virtually all facets of our businesses with numerous other companies in the oil and gas industry including many that have significantly greater financialhas and other resources. Such competitors will be ablemay continue to pay more for desirable oil and gas leases and to evaluate, bid for, and purchase a greater number of properties thannegatively impact our financial or personnel resources permit.

Our business strategy includes highly competitive oil and natural gas exploration, development and production. We face intense competition from a large number of independent exploration and development companies as well as major oil and gas companies in a number of areas such as obtaining the capital necessary to pursue our Nicaraguan Concessions and seeking to acquire the services, equipment, labor and materials necessary to explore, operate and develop those properties. Most of our competitors have financial and technological resources substantially exceeding those available to us. We cannot be sure that we will be successful in developing and operating profitable the Concessions in the face of this competition.

Government Regulation of the Oil and Gas Industry

Generalbusiness.

Our business is affected by numerous laws and regulations, including, among others, laws and regulations relating to energy, environment, conservation and tax. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and/or criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on our business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to Infinity,us, we cannot predict the overall effect of such laws and regulations on our future operations.

If we commence operations in Nicaragua we will be subject to legal and regulatory oversight by its energy-related agencies, such as the Nicaraguan Energy Institute, with respect to its energy or hydrocarbons laws. In such case, from time to time, in varying degrees, political developments and federal and state laws and regulations affect our operations in Nicaragua. In particular, price controls, taxes and other laws relating to the crude oil and natural gas industry, changes in these laws and changes in administrative regulations have affected and in the future could affect crude oil and natural gas production, operations and economics. We cannot predict how Nicaraguan agencies or courts will interpret existing laws and regulations or the effect these adoptions and interpretations may have on our business or financial condition at that point.

The following discussion contains summaries of certain laws and regulations and is qualified as mentioned above.

Environmental and Land Use Regulation

Various federal, state and local laws and regulations relating to the protection of the environment affect our operations and costs. The areas affected include:

The environmental and land use laws and regulations affecting oil and natural gas operations have been changed frequently in the past, and in general, these changes have imposed more stringent requirements that increase operating costs and/or require capital expenditures in order to remain in compliance. Failure to comply with these requirements can result in civil and/or criminal fines and liability for non-compliance, clean-up costs, third-party claims for property damage, personal injuries fines and sanctions and other environmental damages. It is also possible that unanticipated developments or changes in law could cause us to make environmental expenditures significantly greater than those we currently expect.

The following isWe are not in compliance with existing federal, state and local laws, rules and regulations for our previously owned domestic oil and gas properties and this could have a summary discussionmaterial or significantly adverse effect upon our liquidity, capital expenditures, earnings or competitive position. All domestic oil and gas properties held by us in Wyoming and Texas were disposed of well prior to March 31, 2021; however, we may remain liable for certain asset retirement costs should the new owners not complete their obligations. Management believes that the total asset retirement obligations recorded of $1,716,003 as of March 31, 2021 and December 31, 2020 are sufficient to cover any potential noncompliance liabilities relative to the plugging of abandoned wells, the removal of facilities and equipment, and site restoration on oil and gas properties for its former oil and gas properties. We have not maintained insurance on the domestic properties for a number of years nor have we owned/produced any oil & gas properties for a number of years prior to our April 1, 2021 acquisition of the frameworkProperties.

We believe that we will be in substantial compliance with applicable environmental laws and regulations with respect to the Properties. We do not currently anticipate that future compliance will have a materially adverse effect on our consolidated financial position, results of keyoperations or cash flows. However, if we are deemed to not be in compliance with applicable environmental laws, we could be forced to expend substantial amounts to be in compliance, which would have a materially adverse effect on our financial condition.

Regulations could adversely affect our ability to hedge risks associated with our business and land useour operating results and cash flows.

Rules adopted by federal regulators establishing federal regulation of the over-the-counter derivatives market and entities that participate in that market may adversely affect our ability to manage certain of our risks on a cost-effective basis. Such laws and regulations may also adversely affect our ability to execute our strategies with respect to hedging our exposure to variability in expected future cash flows attributable to the future sale of our oil and gas.

We expect that our potential future hedging activities will remain subject to significant and developing regulations and requirements affectingregulatory oversight. However, the full impact of the various U.S. regulatory developments in connection with these activities will not be known with certainty until such derivatives market regulations are fully implemented and related market practices and structures are fully developed.

Drilling for and producing oil and natural gas exploration, development, productionare highly speculative and transportation operations.

Operating Hazardsinvolve a high degree of risk, with many uncertainties that could adversely affect our business. We have not recorded proved reserves, and Insuranceareas that we decide to drill may not yield oil or natural gas in commercial quantities or at all.

Exploring for and developing mineral reserves involves a high degree of operational and financial risk, which precludes us from definitively predicting the costs involved and time required to reach certain objectives. Our potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill, to locations that will require substantial additional interpretation before they can be drilled. The budgeted costs of planning, drilling, completing and operating wells are often exceeded, and such costs can increase significantly due to various complications that may arise during the drilling and operating processes. Before a well is spudded, we may incur significant geological and geophysical (seismic) costs, which are incurred whether a well eventually produces commercial quantities of hydrocarbons or is drilled at all. Exploration wells bear a much greater risk of loss than development wells. The analogies we draw from available data from other wells, more fully explored locations or producing fields may not be applicable to our drilling locations. If our actual drilling and development costs are significantly more than our estimated costs, we may not be able to continue our operations as proposed and could be forced to modify our drilling plans accordingly.

If we decide to drill a certain location, there is a risk that no commercially productive oil andor natural gas business involvesreservoirs will be found or produced. We may drill or participate in new wells that are not productive. We may drill wells that are productive, but that do not produce sufficient net revenues to return a varietyprofit after drilling, operating and other costs. There is no way to predict in advance of operating risks. We were unabledrilling and testing whether any particular location will yield oil or natural gas in sufficient quantities to maintain insurance against such potential risksrecover exploration, drilling or completion costs or to be economically viable. Even if sufficient amounts of oil or natural gas exist, we may damage the potentially productive hydrocarbon-bearing formation or experience mechanical difficulties while drilling or completing the well, resulting in a reduction in production and losses.reserves from the well or abandonment of the well.

In addition, pollutionproduction and environmental risksreserves, if any, attributable to the use of enhanced recovery methods are inherently difficult to predict. If our enhanced recovery methods do not insured. Ifallow for the extraction of crude oil, natural gas, and associated liquids in a significant accidentmanner or other event occursto the extent that we anticipate, we may not covered by insurance, itrealize an acceptable return on our investments in such projects. As proposed legislation and regulatory initiatives relating to hydraulic fracturing become law, the cost of some of these enhanced recovery methods could adversely affect us.increase substantially.

Employees

We have two employees, our CEOWhether a well is ultimately productive and CFO, whose salaries we have deferred. We also use outside contractors to perform services.

DESCRIPTION OF PROPERTY

We own a 100% interest in the Perlas Block (560,000 acres/2,268 km) and Tyra Block (826,000 acres/3,342 km) located in shallow waters offshore Nicaragua. Within 15 days of entering an exploration sub-period, we are required to provide an irrevocable guarantee (“Irrevocable Guarantee”) in favor of the Nicaraguan Ministry of Energy, payable in Nicaragua, in an amount equal to the estimated cost of such exploration sub-period, subject to an accumulated credit carry forward for the excess of work performed in the preceding exploration sub-period, as provided in the Nicaraguan Concession agreements.

Subsequent to the initial award of the Nicaraguan Concessions in 2003, we negotiatedprofitable depends on a number of key terms and conditions of an exploration and production contract coveringadditional factors, including the approximate 1.4 million acre Tyra (approximately 826,000 acres in the north) and Perlas (approximately 560,000 acres in the south) concession areas offshore Nicaragua. The contract, which was finalized in 2009, contemplates an exploration period of up to six years with four sub-phases and a production period of up to 30 additional years (with a potential five-year extension). We submitted an environmental study in 2011, which was approved in April 2013 by the Nicaraguan government which allowed us to commence our exploration activities. We have acquired new specific geological information from the acquisition of new 2-D and 3-D seismic studies during 2013 and 2014 along with the reprocessing and additional evaluation of existing 2-D seismic data over the Perlas and Tyra Concession blocks.

The following table sets forth the gross and net acres of developed and undeveloped oil and gas leases we held as of December 31, 2014.

Overviewadversely impact our operations.

We incurred a net loss applicable to common shareholderscannot assess the extent of $3,707,052,either the threat or $0.15 per share, for the year ended December 31, 2014 compared to a net loss applicable to common shareholderspotential impact of $5,587,909, or $0.26 per share, for the year ended December 31, 2013. We issued Series A Preferred and Series B Preferred effective April 13, 2012. The 6% cumulative dividend accrued as well as the accretion in the value ascribed to the Series A Preferred and Series B Preferred (which represents value attributable to holders of the Series A Preferred and Series B Preferred rather than common stock) affects the our net income (loss) by $(25,527) and $(3,161,043) to arrive at net loss applicable to common shareholders for the years ended December 31, 2014 and 2013, respectively. The Series A Preferred was converted to common stock on December 30, 2013 and the Series B Preferred was converted to common stock on February 28, 2014, which reduced the amount of the 6% cumulative dividend accrued as well as the accretion in the liquidation value in 2014 compared to 2013.

Revenue

We had had no revenues in either 2014 or 2013. We focused solelyfuture terrorist attacks on the exploration, development and financing of the Nicaraguan Concessions.

Stock-based compensation

Stock-based compensation expenses of $1,087,103 for the year ended December 31, 2014 decreased 33% from those in 2013, which were $1,631,098. We had minimal resources to pay employees, consultants and other service providers. Therefore, we have issued stock options to compensate and motivate our officers, directors and other service providers. During the year ended December 31, 2014, we granted options exercisable to purchase 900,000 shares at an exercise price of $3.00 per share and a term of ten years. A total of 300,000 shares vested immediately, while the remaining 600,000 shares vest at a rate of 300,000 shares for each of the two years thereafter. During the year ended December 31, 2014, we granted options exercisable to purchase 900,000 shares at an exercise price of $3.00 share and a term of ten years. We granted options exercisable to purchase 1,250,000 shares in November 2012 at an exercise price of $3.00 share and a term of nine years, which shares were partially amortized during 2014 and 2013. The options granted in 2012 vested one-third immediately, and one-third on the first and second anniversary of the award (November 2013 and 2014). The significant decrease in stock-based compensation expense during 2013 compared to 2012 is attributable to significantly lower market price of our common stock compared to the $3.00 per share exercise price on the date of grant in January 2014. The significant decrease in the market price the common stock compared to the $3.00 per share exercise price resulted in substantially less grant date fair value of the January 2014 option grant compared to the 2013 and November 2012 option grants that were partially amortized in 2014.

General and Administrative Expenses

General and administrative expenses of $734,702 for the year ended December 31, 2014 decreased $82,497, or 10% from those in 2013, which were $817,199. The decreaseenergy industry in general, and administrative expenses is attributableon us in particular, either in the short-term or in the long-term. Uncertainty surrounding such hostilities may affect our operations in unpredictable ways, including the possibility that infrastructure facilities, including pipelines and gathering systems, production facilities, processing plants and refineries, could be targets of, or indirect casualties of, an act of terror, a cyber-attack or electronic security breach, or an act of war.

Failure to a decreaseadequately protect critical data and technology systems could materially affect our operations.

Information technology solution failures, network disruptions and breaches of $109,273data security could disrupt our operations by causing delays or cancellation of customer orders, impeding processing of transactions and reporting financial results, resulting in general and administrative expenses related to its Nicaraguan Concessions chiefly because legal fees declined in 2014 compared to 2013. Legal fees attributable to the Nicaraguan Concessions decreased in 2014 compared to 2013 after the Environmental Impact Assessment was accepted by the Nicaraguan government in April 2013, which reducedunintentional disclosure of customer, employee or our need for legal representation in Nicaragua. Reductions in general and administrative expenses relatedinformation, or damage to our Nicaraguan Concessions during 2014 were partially offset by increases in expenses associated with seeking new capital by attending investor conferences or similar forums.

Gain on sale of undeveloped leases

We sold undeveloped acreage under leases in Colorado during 2014 and 2013, which resulted in the gain on sale of asset totaling $10,000 and $68,640, respectively. We held no remaining domestic proved or unproved oil and gas properties as of December 31, 2014.

Gain on settlement of litigation

We settled litigation with Timothy Berge on May 27, 2014 by the issuance of 100,000 shares of common stock and the payment of $10,000 cash. We had previously established a provision of $304,878 related to this litigation as an accrued liability representing the amount of the default judgment granted on November 8, 2010 against us. The value of the 100,000 shares of common stock and $10,000 cash paid in settlement of this litigation totaled $125,000, resulting in a gain of $179,878.

Interest expense

Interest expense increased from $832,651 for the year ended December 31, 2013 to $3,498,808 in 2014. This significant increase is attributable to our financing our activities in 2013 and 2014 by the issuance of short-term promissory notes bearing interest at 8% per annum together with warrants exercisable to purchase common stock. We were unable to raise long-term capital in 2014 to pay off the short-term promissory notes on their respective maturity dates. We were able to negotiate extensions of the maturity dates on these notes generally by issuing additional warrants exercisable to purchase shares of common stock and, in one case, granting a revenue sharing interest in our Nicaraguan Concessions. The fair value of the warrants and revenue sharing interests issued to the holders at the origination date and extension date of the short-term promissory notes was recorded as a discount on the related debt. Amortization of the warrants and revenue sharing interests granted to the holders resulted in a substantial increase in the overall effective borrowing costs. Discount amortization represents a non-cash expense and totaled $3,317,672 and $776,421 of total interest expense recognized in the years ended December 31, 2014 and 2013, respectively. Our current financial condition has made traditional bank loans and customary financing terms unattainable; therefore, we may find it necessary to continue with these types of short-term borrowings with high effective interest rates.

Change in Derivative Fair Value

The conversion feature of the promissory notes and the common stock purchase warrants issued in connection with such short-term notes during 2014 and 2013 are treated as derivative instruments because the promissory notes and warrants contain ratchet and anti-dilution provisions. Accordingly, we adjusted the value of the outstanding derivative liabilities to fair value as of December 31, 2014 and 2013. The mark-to-market process resulted in a gain of $1,376,311 during the year ended December 31, 2014 and a loss of $75,017 during the year ended December 31, 2013. The gain recognized in 2014 is attributable to the significant reduction in the market value of our common stock experienced during 2014. The closing market price of our common stock was $0.55 per share at December 31, 2014 compared to $1.39 per share as of December 31, 2013.

Loss on Conversion of Note

During the year ended December 31, 2013, we conducted a private placement of our common stock in which we sold 556,250 units, each consisting of one share of common stock and one half of a common stock purchase warrant at a price of $1.60 per unit, for total proceeds of $890,000. One holder of a promissory note issued by us in February 2013 participated in the private placement and converted the principal amount of $125,000 plus accrued interest into 79,170 units. As a result of the conversion, we recognized a loss on conversion of $11,085 during the year ended December 31, 2013. The common stock purchase warrants provide for an exercise price of $2.50 per share, are immediately exercisable and have a term of five years.

Other income

Other income decreased from $218,543 in for the year ended December 31, 2013 to $72,900 in 2014. Other income in both 2014 and 2013 primarily related to derecognition of certain liabilities due to the expiration of the statute of limitations on collection of certain of our obligations.

Income Tax

For income tax purposes, we have net operating loss carry-forwards of approximately $57,675,000, which expire from 2025 through 2029. We have provided a 100% valuation allowance against the resulting deferred tax asset due to the uncertainty of realizing the tax benefits from its net operating loss carry-forwards.

We appealed an assessment of Kansas corporate income tax that had been issued by the Department of Revenue for the tax year ended December 31, 2006 in the amount of approximately $653,000, which was accrued for in the consolidated balance sheet. On July 30, 2013, the Kansas Department of Revenue issued a letter to us advising us that we no longer owed any corporate income tax to the State of Kansas and released the Company from the payment of such taxes. Consequently, the related accrual was reversed and an income tax benefit of $653,000 was recorded for the year ended December 31, 2013.

For the year ended December 31, 2014, we realized net losses. We anticipate operating losses and additional tax losses for the foreseeable future and do not believe that the utilization of our tax loss carryforward is more likely than not. Therefore, because of the uncertainty as to the ultimate utilization of our loss carryforward, any deferred tax asset at December 31, 2014 that resulted from anticipated benefit from future utilization of such carryforward has been fully offset by a valuation allowance.

Net loss

As a result of the above, we reported a net loss of $3,681,525 and $2,426,866 for the years ended December 31, 2014 and 2013, respectively, a deterioration of $1,254,659 (52%).

Loss applicable to common shareholders

We issued Series A Preferred and Series B Preferred effective April 13, 2012. The 6% cumulative dividend accrued as well as the accretion in the value ascribed to the Series A Preferred and Series B Preferred (which represents value attributable to holders of the Series A Preferred and Series B Preferred rather than common stock) affects our net loss by $25,527 and $3,161,043 to arrive at net loss applicable to common shareholders for the years ended December 31, 2014 and 2013, respectively. The Series A Preferred was converted to common stock on December 30, 2013 and the Series B Preferred was converted to common stock on February 28, 2014, which reduced the amount of the 6% cumulative dividend accrued as well as the accretion in the liquidation value in 2014 compared to 2013.

The Series A Preferred and Series B Preferred had a preference over common shareholders and therefore such amounts have been deducted from net loss to report loss applicable to common shareholders of $3,707,052 and $5,587,909 for the years ended December 31, 2014 and 2013, respectively.

Basic and Diluted Loss per Share

Basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants using the treasury stock and “if converted” method. For periods in which net losses from continuing operations are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect.

The basic and diluted loss per share was $0.15 and $0.26 for the years ended December 31, 2014 and 2013, respectively, for the reasons previously noted. All outstanding stock options were considered antidilutive and therefore excluded from the calculation of diluted loss per share for the years ended December 31, 2014 and 2013 because of the net loss reported for each period. Potential common shares as of December 31, 2014 that have been excluded from the computation of diluted net loss per share amounted to 7,867,210 shares, which included 3,662,710 outstanding warrants and 4,204,500 outstanding stock options.

Liquidity and Capital Resources; Going Concern

We have had a history of losses. We financed our operations primarily through a line of credit with Amegy and Offshore through February 28, 2012, when we entered into definitive agreements with Amegy and Off-Shore relating to outstanding debt and other obligations we owed to them. Effective April 13, 2012, we issued shares of common stock and Series A Preferred and Series B Preferred stock in satisfaction of all the outstanding Amegy and Off-Shore debt, related accrued interest and other fees, and the Amegy Warrant. Although the conversion of Amegy and Offshore debt to equity in 2012 relieved us of a considerable portion of our current liabilities, we continue to have a significant working capital deficit and to experience substantial liquidity issues. Amegy exchanged all of its shares of Series A Preferred, including accrued and unpaid dividends, for shares of common stock as of December 30, 2013 and Offshore converted all of its shares of Series B Preferred, including accrued and unpaid dividends, into shares of common stock on February 28, 2014.

During 2012 we borrowed $250,000 under a short-term credit facility with a related party. We issued an interest-bearing note and common stock purchase warrants in connection with the facility. During 2013 the Company borrowed approximately $1,825,000 on a short-term basis by issuing various subordinated promissory notes with detachable warrants to purchase common shares. The fair value of the warrants resulted in a substantial increase in the overall effective borrowing costs. We used the proceeds of these notes to repay previously issued notes, including the foregoing related party note, to meet obligations and conduct seismic mapping related to our Nicaraguan Concessions and to provide working capital.

During 2013 we borrowed approximately $1,825,000 on a short-term basis by issuing various subordinated promissory notes with detachable warrants to purchase common shares. The fair value of the warrants resulted in a substantial increase in the overall effective borrowing costs. We used the proceeds of these notes to repay previously issued notes, including the related party note, to meet obligations and conduct seismic mapping related to our Nicaraguan Concessions and to provide working capital.

In April 2013, we conducted a private placement of units composed of common stock and warrants under which we raised $890,000 in proceeds and exchanged $125,000 principal amount of an outstanding note plus accrued interest for units. We used part of these proceeds to retire notes issued earlier in 2013.

We were unable to raise long-term capital in 2014 to pay off the majority of the outstanding short-term promissory notes on their respective maturity dates. We were able to negotiate extensions of the maturity dates on these short-term promissory notes by issuing additional warrants exercisable to purchase shares of common stock and, in one case, granting a revenue sharing interest in our Nicaraguan Concessions. See “Recent Issuances of Unregistered Securities.”

In the first quarter 2015, we were able to increase our line-of-credit to a maximum of $100,000, which provided us some liquidity, but were unable to obtain other sources of capital. On February 28, 2015, the short-term note holders of maturing debt exercised their right to convert principal balances totaling $475,000 and accrued interest totaling $28,630 into 1,007,260 shares of common stock at an exchange rate of $0.50 per share. In addition on March 31, 2015, the lender who provides the line-of-credit facility converted a partial principal balance totaling $50,000 into 100,000 shares of common stock at a price of $0.50 per share. These debt to equity conversions helped to reduce our near term cash needs.

In July 2015, the Company issued two promissory notes for total cash proceeds of $85,000. The promissory notes have maturity dates in October 2015. In connection with the notes, the Company issued warrants exercisable to purchase 85,000 shares of common stock at an exercise price of $0.56 per share. The warrants are immediately exercisable and terminate five years from their dates of issuance.

On December 27, 2013 the Company borrowed $1,050,000 under the December 2013 Note, which is an unsecured credit facility with a private, third-party lender. Effective April 7, 2015 the Company and the lender agreed to extend the maturity date of the December 2013 Note from April 7, 2015 to the earlier of (i) April 7, 2016 or (ii) the payment in full of the Investor Note issued in the May 2015 Private Placement in the principal amount of $9,550,000 (the “New Maturity Date”). All other terms of the Note remain the same.

The December 2013 Note may be prepaid without penalty at any time. The December 2013 Note is subordinated to all existing and future senior indebtedness, as such terms are defined in the December 2013 Note.

On May 7, 2015 the Company completed the May 2015 Private Placement of $12.0 million principal amount Note and a Warrant to purchase 18,000,000 shares of the Company’s common stock with an institutional investor. At the closing of the May 2015 Private Placement, the investor acquired the Note by paying $450,000 in cash and issuing the Investor Note, secured by cash, with a principal amount of $9,550,000. Assuming all amounts payable to the Company under the Investor Note are paid, the May 2015 Private Placement will result in gross proceeds of $10.0 million before placement agent fees and other expenses associated with the transaction, subject to the satisfaction of certain conditions. The Company used the initial proceeds from the closing to retire certain outstanding obligations, including the 2015 area and training fees of approximately $155,000 owed to the Nicaraguan government relating to its Nicaragua Concessions, and to provide additional working capital.

The Company will receive the remaining cash proceeds upon each voluntary or mandatory prepayment of the Investor Note. The investor may, at its option and at any time, voluntarily prepay the Investor Note, in whole or in part

The Note matures on the three-year anniversary of its issuance, bears interest at 8% per annum, and is convertible at any time at the option of the holder into shares of the Company’s common stock at $0.50 per share (the “Conversion Price”). As a part of the May 2015 Private Placement, the Company issued a Warrant to the investor giving it the right to purchase up to an aggregate of 18,000,000 shares of the Company’s common stock at an exercise price of $0.50 per share. The Warrant is exercisable commencing six months from the date of issuance for a period of seven years from the date of issuance.

The investor has no right to convert the Note or exercise the Warrant to the extent that such conversion or exercise would result in the investor being the beneficial owner of in excess of 9.99% of the Company’s common stock. The Note ranks senior to the Company’s existing and future indebtedness and is secured by all of the assets of the Company, excluding the Nicaraguan Concessions.

We are negotiating the renewal and/or adjustment of the required letters of credit with the Nicaraguan Government. Further, we intend to seek a waiver of the 3-D seismic mapping requirement because we do not believe it will be effective in providing additional information due the supplemental water depth and other factors. We plan to prepare the necessary information to submit to the EIA in order to obtain the necessary authorizations to drill up to five locations in the Concessions.reputation. There can be no assurance that wea system failure or data security breach will be successful anynot have a material adverse effect on our financial condition, results of the foregoing regards. Except for the foregoing items, we believe we are in full compliance with the terms of the Nicaraguan Concessions agreements.operations or cash flows.

WestPark Capital acted as placement agent for the Company in the transaction andWe have received a fee of 6% of cash proceeds, or $600,000, if and when the Company receives the full cash proceeds. It received $27,000 of such amount at the closing. The Company also issued WestPark a warrant exercisable to purchase 2,400,000 shares of common stock at a price of $0.50 per share. The warrant is exercisable commencing six monthsgoing concern opinion from the date of issuance for a period of seven years from the date of issuance.our auditors.

As of June 30, 2015,We have an accumulated deficit and have had negative cash flows from our operations. Accordingly, we owed $61,225 onhave received a report from our line-of-credit, which is dueindependent auditors in August 2015 and the December 2013 Note in the principal amount of $1,000,000connection with our audited financial statements that is due on the earlier of (i) April 7, 2016 or (ii) the payment in full of the Investor Note issued in the May 2015 Private Placement in the principal amount of $9,550,000. We intend to seek additional short-term debt financings to provide the funds necessary to pay-off the line-of-credit when it comes due and to provide working capital to fund normal operations, although we can provide no assurances that we will be successful in this regard. Our current financial condition has made traditional bank loans and normal financing terms unattainable; therefore, we may find it necessary to continue with these types of short-term borrowings with high effective interest rates.

The Company is in Sub-Period 3 of the exploration phase of the 30-year Concession for both Perlas and Tyra as of June 30, 2015. Sub-Period 3 of the Nicaraguan Concessions requires the drilling of at least one exploratory well on the Perlas Block during 2016 and the shooting of additional seismic on the Tyra Block. The Company is in process of identifying at least one potential drilling site on the Perlas Block as required in Sub-Period 3 and will have to perform supplemental EIA work prior to requesting and receiving the permit to drill from the Nicaraguan government. The work plan on the Tyra block for Sub-Period 3 requires the Company to shoot additional seismic , which is estimated to cost approximately $2,500,000 prior to the commencement of exploratory drilling. The Company is negotiating with the Nicaraguan government to seek a waiver of the additional seismic mapping on the Tyra Block so that it can proceed with exploratory drilling. There can be no assurance whether it will be able to obtain a waiver of the requirement.

In accordance with the Nicaraguan Concession agreements, the Company has previously provided the Ministry of Energy with the required letters of credit in the amounts of $443,100 for Perlas (expired March 2014) and $408,450 for Tyra (expired September 2014). The Company has also made all required expenditures related to the Nicaraguan Concessions for training programs and as “area fees,” for each respective year for 2010 through 2015. In accordance with the Nicaraguan Concession agreements, the Company must provide the Ministry of Energy with the required letters of credit in the amounts which total $1,356,227 for the Perlas block and $278,450 for the Tyra block for exploration requirements on the leases as required by the Nicaraguan Concessions, to replace the expired letters of credit. The minimum cash requirements to maintain and comply with the minimum work program as defined in the Nicaraguan Concessions for the next twelve month period will be approximately $5,500,000 for the Perlas Block which includes all costs to prepare for and drill the initial exploratory well, and $280,000 for the Tyra Block, assuming the waiver is granted regarding the seismic mapping. If such waiver is not granted, the Company estimates it will require approximately $2,500,000 for the seismic mapping. Finally, the Company estimates it will need approximately $ 3 00,000 to prepare and submitinclude an environmental supplement to the Nicaraguan government to identify and receive authorization to drill up to five wells in the Concessions.

The Company has identified multiple sites for exploratory drilling and is planning the initial exploratory wells in order to determine the existence of commercial hydrocarbon reserves, subject to receipt from the Nicaraguan government of authorizations for the drilling of up to five wells. In order to meet its obligations under the Perlas Block of the Nicaraguan Concession, the Company has until approximately May 2016 to drill its initial exploratory well or risk being in default and losing its rights under the Nicaraguan Concessions.

The Company must successfully comply with the restrictions related to the Note in order to release the remaining $9.45 million in funding under the Investor Note or it must raise substantial amounts of debt and equity capital in the immediate future in order to fund: (1) the required letters of credit to the Nicaraguan Government; (2) fund approximately $300,000 to prepare and submit an environmental supplement to the Nicaraguan government to identify and receive authorization to drill up to five wells in the Concessions; ( 3 ) the drilling of at least one exploratory well on the Perlas Block of the Nicaraguan Concessions during 2016; ( 4 ) the shooting of additional seismic on the Tyra Block of the Nicaraguan Concessions if it is unable to negotiate a waiver of such requirement form the Nicaraguan government; ( 5 ) the payment of normal day-to-day operations and corporate overhead; and ( 6 ) payment of outstanding debt and financial obligations as they become due. These are substantial operational and financial issues that must be successfully mitigated during 2015 or the Company’s ability to satisfy the conditions necessary to maintain its Nicaragua Concessions will be in significant doubt. The Company is actively seeking new outside sources of debt and equity capital in order fund the substantial needs enumerated above, however, there can be no assurance that it will be able to obtain such capital or obtain it on favorable terms or within the timeframe necessary to cure the technical defaults existing on the Nicaraguan Concessions or to meet its ongoing requirements to drill the exploratory wells.

In addition to the minimum cash requirements related to the Nicaraguan Concessions, we estimate that we will require approximately $330,000 of working capital to maintain corporate operations for the next 12 months, but not including approximately $1,000,000 principal amount of a short-term promissory note due in April 2016, plus accrued interest and the $61,225 currently outstanding under a revolving line of credit due August 2015. We owe $4,945,000 in trade payables related to seismic activities already performed (in December 2013) but not yet paid; however, we believe such party has agreed to extend the time for payment of this obligation to until such time as we begin drilling operations on the Nicaraguan Concessions. We also owe other obligations to third parties as noted on our noted on our balance sheet, which intend to pay, negotiate and settle when we begin drilling operations, although there is no assurance that will be able negotiate settlements with venders or avoid collection activities.

We plan to raise long-term capital to satisfy the foregoing needs through an offering of our equity or debt securities and/or through a commercial relationship with other industry operators, which may involve the granting of revenue or other interests in the Nicaraguan Concessions in exchange for cash and a carried interest in exploration and development operations or the creation of a joint venture or other strategic partnership. There can be no assurance that we will obtain such funding or obtain it on terms acceptable to us. Further, if we cannot meet our obligations respecting the Nicaraguan Concessions, we may lose our rights to them.

Due to the uncertainties related to these matters, there existsexplanatory paragraph describing their substantial doubt about our ability to continue as a going concern. The financial statements doThis may negatively impact our ability to obtain additional funding or funding on terms attractive to us.

Our stockholders will likely not includereceive any adjustments relating to the recoverability and classification of asset carrying amountsproceeds from our dissolution or the amount and classificationliquidation of liabilities that might result should we be unable to continue as a going concern.our assets.

Critical Accounting Policies and Estimates

The discussion and analysisIn the event of our financial condition and resultsdissolution or liquidation, the proceeds realized from the liquidation of operations is based uponassets, if any, will be distributed to our consolidated financial statements, which have been preparedcreditors before any distributions are made to stockholders in accordance with accounting principles generally acceptedapplicable state law and our certificate of incorporation, as then in effect. Given our current financial condition, it is unlikely that our stockholders will participate in the United States of America. We believe certain critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Our significant accounting policies are summarized in the notes to our consolidated financial statements included in Item 8, “Financial Statements”, of this annual report.proceeds from such dissolution or liquidation, if any.

The application ofWe are a party to several lawsuits as a defendant in which we may ultimately not prevail resulting in losses and may cause our accounting policies regarding full cost accounting for oil and gas properties (Note 8), accounting for the issuance and valuation of derivative liabilities (Note 6 and 7), accounting for deferred tax assets (Note 9) and estimates involving our stock-based compensation, are considered criticalstock price to four accounting estimates made in 2014 and 2013 (Note 5).

Oil and Gas Properties -The Company follows the full cost method of accounting for exploration and development activities and capitalizes direct costs, overhead costs and interest related to such activities. All of the Company’s investment in such costs at December 31, 2014 and 2013 relate to unproved properties that relate to the Nicaraguan Concessions. Management must assess at least annually to ascertain whether impairment of the recorded values has occurred, which involves evaluation of estimates of lease terms for the properties; geographic and geologic data obtained, and estimated future net revenues. For the Nicaraguan Concessions this involves considering terms of the Concessions, status of ongoing environmental study, evaluation of seismic data, and plans to seek industry participation in future exploration and development.

Derivative liabilities -The estimated fair value of the Company’s derivative liabilities, all of which are related to the conversion features and detachable warrants issued in connection with notes payable, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock, interest rates, the probability of both the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the note payable and warrant agreement terms (Note 2 and 6) and non-performance risk factors, among other items (ASC 820,Fair Value Measurements (“ASC 820”) fair value hierarchy Level 3). When the note payable is extinguished, the derivative liability will be adjusted to fair value and the resulting derivative liability will be transitioned from a liability to equity as of such date. None of the notes payable was extinguished during the year ended December 31, 2014. The assumptions used for determining the fair value of derivative liabilities outstanding during the years ended December 31, 2014 and 2013 are reflected in Note 6 to the Consolidated Financial statements.

Deferred income taxes –Accounting for income taxes requires significant estimates and judgments on the part of management. Such estimates and judgments include, but are not limited to, the effective tax rate anticipated to apply to tax differences that are expected to reverse in the future, the sufficiency of taxable income in future periods to realize the benefits of net deferred tax assets and net operating losses currently recorded and the likelihood that tax positions taken in tax returns will be sustained on audit.

As required by authoritative guidance, we record deferred tax assets or liabilities based on differences between financial reporting and tax bases of assets and liabilities using currently enacted rates that will be in effect when the differences are expected to reverse. Authoritative guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of December 31, 2013, cumulative valuation allowances in the amount of $24,374,000 were recorded in connection with the net deferred income tax assets. Based on a review of our deferred tax assets and recent operating performance, we determined that our valuation allowance should be increased to $25,788,000 to fully reserve our deferred tax assets as of December 31, 2014. We determined that it was appropriate to continue to provide a full valuation reserve on our net deferred tax assets as of December 31, 2014 because of the overall net operating loss carryforwards available and our history of operating and tax losses. We expect to continue to maintain a full valuation allowance until we determine that we can sustain a level of profitability that demonstrates our ability to realize these assets. To the extent we determine that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders’ equity.

As required by authoritative guidance, we have performed a comprehensive review of our portfolio of uncertain tax positions in accordance with recognition standards established by the FASB, an uncertain tax position represents our expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. We have no recorded liability as of December 31, 2014 representing uncertain tax positions.decline.

We have generated substantial deferred income tax assets relatedare involved as a defendant in routine litigation and administrative proceedings incidental to our operations primarilybusiness from the chargetime to compensation expense taken for stock options, certain tax credit carryforwards and net operating loss carryforwards. For us to realize the income tax benefit of these assets, we must generate sufficient taxable income in future periods when such deductions are allowed for income tax purposes. In some cases where deferred taxes were the result of compensation expense recognized on stock options, our ability to realize the income tax benefit of these assets is also dependent on our share price increasing to a point where these options have intrinsic value at least equal to the grant date fair value and are exercised. In assessing whether a valuation allowance is needed in connection with our deferred income tax assets, we have evaluated our ability to generate sufficient taxable income in future periods to utilize the benefit of the deferred income tax assets. We continue to evaluate our ability to use recorded deferred income tax asset balances. If we fail to generate taxable income for financial reporting in future years, no additional tax benefit would be recognized for those losses, since we will not have accumulated enough positive evidence to support our ability to utilize net operating loss carryforwards in the future. Therefore, we may be required to increase our valuation allowance in future periods should our assumptions regarding the generation of future taxable income not be realized.

For income tax purposes, the Company has net operating loss carry-forwards of approximately $57,710,000, which expire from 2025 through 2029. The Company has provided a 100% valuation allowance due to the uncertainty of realizing the tax benefits from its net deferred tax asset.

Stock options - We grant stock options to our employees and directors and such benefits provided are share-based payment awards, which require us to make significant estimates related to determining the value of our share-based compensation. Our expected stock-price volatility assumption is based on historical volatilities of the underlying stock obtained from public data sources. We granted options exercisable to purchase 900,000 and 96,000 shares during the years ended December 31, 2014 and 2013, respectively. The assumptions used for determining the grant-date fair value of options granted during the year ended December 31, 2014 are reflected in Note 5 to the Consolidated Financial statements.

If factors change and we develop different assumptions in future periods, the compensation expense that we record in the future may differ significantly from what we have recorded in the current period. There is a high degree of subjectivity involved when using option pricing models to estimate share-based compensation. Changes in the subjective input assumptions can materially affect our estimates of fair values of our share-based compensation. Certain share-based payment awards, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value compared to the fair values originally estimated on the grant date and reportedtime. See “Item 3. Legal Proceedings” in our financial statements. Alternatively, values may be realized from these instruments that are significantly in excess of the fair values originally estimatedlatest Annual Report on the grant date and reported in our financial statements. Although the fair value of employee share-based awards is determined using an established option pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

As of andForm 10-K for the year ended December 31, 2014,2020, filed with the SEC on March 30, 2021 and “Legal Proceedings” in Part II, Item 1 in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021. Due to lack of funds, we have not been able to defend adequately in certain of these matters. Accordingly, the outcome of any pending cases and proceedings may have a material adverse effect on our business or financial condition.

We may hedge our exposure to reductions in oil and natural gas prices, which involves credit risk and may limit future revenues from price increases and result in significant fluctuations in our profitability.

We account for derivative instruments or hedging activities under the provisions of Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging, to achieve more predictable cash flow and to reduce our exposure to price fluctuations. While the use of hedging transactions limits the downside risk of price declines, their use may limit future revenues from price increases. Hedging transactions also involve the risk that the counterparty may be unable to satisfy its obligations.

Risks Related to our Common Stock

The market for our Common Stock is limited and may not provide adequate liquidity.

Our Common Stock has been thinly traded on the OTCQB. From January 1, 2020 to July 20, 2021, the daily trading volume in our Common Stock ranged from zero shares of Common Stock to a high of 77,500 shares of Common Stock. On most days, this trading volume meant there was limited liquidity in our shares of Common Stock. Selling our shares during this period was more difficult because smaller quantities of shares were bought and sold and news media coverage about us was limited. These factors resulted in a limited trading market for our Common Stock and therefore holders of our Common Stock may have been no material changes or updatesunable to our critical accounting policies.sell shares purchased, if they desired to do so.

Inflation has not materially affected us duringDue to the past fiscal year. We do notlimited volume of our shares which trade, we believe that our business is seasonalstock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our Common Stock. Stockholders and potential investors in nature.our Common Stock should exercise caution before making an investment in us.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY

AND RELATED STOCKHOLDER MATTERSAdditionally, as a result of the potential illiquidity and sporadic trading of our Common Stock, investors may not be interested in owning our Common Stock because of the inability to acquire or sell a substantial block of our Common Stock at one time. This may have an adverse effect on the market price of our Common Stock. In addition, a stockholder may not be able to borrow funds using our Common Stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. We cannot assure you that an active trading market for our Common Stock will develop or, if one develops, be sustained.

Principal MarketOur board of directors can authorize the issuance of “blank check” preferred stock, with the effect of diluting then current stockholder interests and Price Rangeimpairing their voting rights.

Our certificate of incorporation authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors, of which 22,776 shares have been designated as Series A Preferred Stock. Our board of directors is empowered, without stockholder approval, to issue additional series of preferred stock with voting powers and such preferences and relative, participating, optional or other special rights and powers, which may be greater than the shares of Common Stock currently outstanding. As a result, shares of preferred stock may be issued by our board of directors which cause the holders to have majority voting power over our shares of capital stock, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our Common Stock, which may cause substantial dilution to our holders of Common Stock then outstanding, and/or have other rights and preferences greater than those of our holders of Common Stock, including having a preference over the holders of our Common Stock with respect to dividends or distributions on liquidation or dissolution. The holders of our shares of Series A Preferred Stock currently rank senior to the Common Stock and any class or series of capital stock created after the Series A Preferred Stock and have a special preference upon the liquidation of the Company. For further information regarding our shares of Series A Preferred Stock, please refer to the Certificate of Designation filed as an exhibit to, and the disclosure contained in, our Current Reports on Form 8-K and 8-K/A filed with the SEC on March 30, 2021 and April 22, 2021, respectively.

Infinity’s commonInvestors should keep in mind that our board of directors has the authority to issue additional shares of Common Stock and preferred stock, tradeswhich could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred stockholders with substantial voting control over us subsequent to the date of this prospectus and/or give those holders the power to prevent or cause a change in control, even if that change in control might benefit our stockholders. As a result, the issuance of shares of Common Stock and/or preferred stock may cause the value of our securities to decrease.

Our directors and officers have rights to indemnification.

While the members of our board of directors and our officers are generally accountable to us and our stockholders, the liability of our directors and officers to us, our stockholders and third parties is limited in certain respects under applicable state law and our certificate of incorporation and bylaws, as in effect in the date hereof. Further, we may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. Such limitation of liability and indemnity may limit rights which our stockholders would otherwise have to seek redress against our directors and officers.

Our outstanding options, warrants, convertible promissory notes, and shares of Series A Preferred Stock may adversely affect the trading price of our Common Stock.

As of July 20, 2021, there are outstanding stock options to purchase an aggregate of 2,077,000 shares of our Common Stock, at a weighted average price per share of $5.73, outstanding warrants to purchase up to an aggregate of 12,480,784 shares of our Common Stock at a weighted average exercise price of $0.46 (including the Warrant Shares offered hereby), $28,665 in principal amount owed under the outstanding Notes, which are convertible into an aggregate of 57,330 shares of Common Stock, excluding accrued interest, and 22,776 shares of Series A Preferred Stock outstanding. For the duration of time during which such options, warrants, Notes and shares of Series A Preferred Stock are convertible or exercisable, as applicable, the holders have the opportunity to profit from a rise in the market price of our Common Stock without assuming the risk of ownership. The issuance of shares of Common Stock upon the conversion or exercise, as applicable, of such outstanding options, warrant, Notes and shares of Series a Preferred Stock will also dilute the ownership interests of our existing stockholders.

The availability of such shares of Common Stock issued upon such conversion or exercise for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our Common Stock.

We cannot predict the size of future issuances of our Common Stock pursuant to the exercise or conversion, as applicable, of outstanding options, warrants, Notes, shares of Series A Preferred Stock or conversion or exercise of other securities, or the effect, if any, that future issuances and sales of shares of our Common Stock may have on the Over-the-Counter QB Tier Market (OTCQB)market price of our Common Stock. Sales or distributions of substantial amounts of our Common Stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our Common Stock to decline.

We will have broad discretion as to any proceeds that we receive from the cash exercise by any holders of the Warrants, and we may not use the proceeds effectively.

We will not receive any of the proceeds from the sale of the Series A Conversion Shares, Warrant Shares or Note Conversion Shares by the Selling Stockholders pursuant to this prospectus. We may receive up to approximately $5,316,497 in aggregate gross proceeds from cash exercises of the Warrants, based on the $0.39 per share exercise prices of the March Warrants, and the $0.50 per share exercise prices of the August Warrant and the Creditor Warrants, and to the extent that we receive such proceeds, we intend to use such proceeds for development of our Properties and for working capital and other general corporate purposes. We have considerable discretion in the application of such proceeds. You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable to you. You must rely on our judgment regarding the application of such proceeds, which may be used for corporate purposes that do not improve our profitability or increase the price of our shares of Common Stock. Such proceeds may also be placed in investments that do not produce income or that lose value. The failure to use such funds by us effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

A large number of shares of Common Stock may be sold in the market following this offering, which may significantly depress the market price of our Common Stock.

The Series A Conversion Shares, Warrant Shares and Note Conversion Shares sold in the offering will be freely tradable without restriction or further registration under the symbol “IFNY” TheSecurities Act. As a result, a substantial number of shares of our Common Stock may be sold in the public market following table sets forththis offering. If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase, then the high and low closing bid prices for Infinity’s common stock as reported by the OTCQB. The closingmarket price of our Common Stock may decline to a market price at which buyers are willing to purchase the common stock on September 17, 2015 was $0.13 per share. The quotations reflect interdealer bid prices without retail markup, markdownoffered Common Stock and sellers remain willing to sell our Common Stock.

Our executive officers, directors and principal stockholders collectively own a significant percentage of our Common Stock and could be able to exert control over matters subject to stockholder approval.

As of July 20, 2021, our executive officers, directors and principal stockholders (greater than 5% stockholders), together with their affiliates, beneficially own approximately 62.1% of our issued and outstanding shares of Common Stock. As a result, these stockholders, if they act together, will be able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors, the amendment of our certificate of incorporation or commissionbylaws and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our Common Stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not represent actual transactions.always coincide with our interests or the interests of other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that we would not otherwise consider.

HoldersWe have never declared or paid dividends on our Common Stock and have no plans to do so in the near future, however, we do intend to declare and pay dividends on our Series A Preferred Stock pursuant to the Certificate of Common Stock

At September17, 2015, there were approximately 149 stockholders of record of our common stock.

Dividend PolicyDesignation.

Holders of common stockshares of our Common Stock are entitled to receive such dividends as may be declared by our Boardboard of Directors. Wedirectors and holders of shares of Series A Preferred Stock are entitled to receive dividends pursuant to the Certificate of Designation. The Certificate of Designation requires us to pay cash dividends on our Series A Preferred Stock on a quarterly basis, or at our option, pay such dividends in shares of Common Stock. To date, we have not declared or paid cash dividends on our shares of Common Stock or on our shares of our Series A Preferred Stock. We do not expect to declare or pay cash dividends on our shares of Common Stock in the near future. We expect to declare and pay cash dividends on our Series A Preferred Stock at the beginning of each calendar quarter as required in the Certificate of Designation. We intend to retain future earnings, if any, to provide funds for operation of our business. Therefore, any return investors in our Common Stock will have to be in the form of appreciation, if any, in the market value of their shares of Common Stock. See “Dividend Policy.”

The price of our Common Stock is likely to be highly volatile because of several factors, including a limited public float.

The market price of our Common Stock is likely to be highly volatile because there has been a relatively thin trading market for our Common Stock, which causes trades of small blocks of stock to have a significant impact on the price of our Common Stock. You may not be able to resell shares of our Common Stock following periods of volatility because of the market’s adverse reaction to such volatility.

Factors that could cause such volatility may include, among other things:

Any of these factors could have a significant and adverse impact on the market price of our Common Stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Common Stock, regardless of our actual operating performance.

If securities or industry analyst do not publish research reports about our business, or if they downgrade our stock, the price of our Common Stock could decline.

Small, relatively unknown companies can achieve visibility in the trading market through research and reports that industry or securities analysts publish. To our knowledge there are no independent analysts who cover us. The lack of published reports by independent securities analysts could limit the interest in our Common Stock and negatively affect our stock price. Even if we did have such coverage, we would not have any control over the research and reports any analysts might publish. If any analyst who did cover us downgrades our stock, our stock price could decline. If any analyst who had been covering us ceases coverage of us or failed to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price to decline.

Future sales of our Common Stock may depress our stock price.

We can make no prediction as to the effect, if any, that future sales of our Common Stock, or the availability of our Common Stock for future sales, will have on the market price of our Common Stock. Sales in the public market of substantial amounts of our Common Stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our Common Stock. The potential effect of such shares of Common Stock being sold may be to depress the price at which our Common Stock trades.

PRIVATE PLACEMENTS

August 2020 Private Placement of Senior Unsecured Convertible Promissory Note and August Warrant

On August 19, 2020, we entered into a securities purchase agreement (the “August Purchase Agreement”) with one of the Selling Stockholders (the “August Investor”), pursuant to which we issued to the August Investor, in consideration for an aggregate of $325,000, (i) a senior unsecured convertible note payable due August 19, 2021 (the “August Note”), which was, subject to certain conditions, convertible into an aggregate of 3,943,820 shares of Common Stock, at a price of $0.10 per share; and (ii) the August Warrant, which is immediately exercisable upon issuance and on a cashless basis if the August Warrant has not been registered 180 days after the date of issuance for up to 800,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments. Pursuant to the August Purchase Agreement, the August Note and August Warrant were issued to the August Investor in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Pursuant to the August Purchase Agreement, the August Investor was also granted certain piggy-back registration rights, whereby we agreed to register the resale of the shares of Common Stock underlying the August Warrant and the August Note. We repaid the August Note on March 26, 2021. In order to satisfy such obligations, the Company is filing this registration statement to register for resale all of the Warrant Shares issuable upon exercise of the August Warrant issued to the August Investor.

The exercise of the August Warrant is subject to a beneficial ownership limitation such that the August Investor may not exercise the August Warrant to the extent that such exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to us, provided that any increase in such limitation will not be effective until 61 days following notice to us.

Additionally, pursuant to the August Purchase Agreement, for so long as the August Note or August Warrant is outstanding, the August Investor has a right to participate in any issuance of the Common Stock, Common Stock Equivalents (as defined in the August Purchase Agreement), conventional debt, or a combination of such securities and/or debt (a “Subsequent Financing”), up to an amount equal to thirty-five percent (35%) of the Subsequent Financing.

March 2021 Private Placement of Shares of Series A Preferred Stock and March Warrants

On March 16, 2021, we entered into securities purchase agreements (collectively, the “March Purchase Agreements”) with certain of the Selling Stockholders (collectively, the “March Investors”), pursuant to which, in consideration for an aggregate of $2,050,000, we issued an aggregate of 22,776 shares of Series A Preferred Stock and March Warrants exercisable for up to 5,256,410 shares of Common Stock six (6) months following issuance and for five years after such date. Holders of the March Warrants may exercise them on a cashless basis pursuant to the formula provided in the March Warrants if there is not an effective registration statement for the sale of the shares of Common Stock underlying the March Warrants upon the date on which such Creditor Warrants are exercisable. Such securities were issued to March Investors in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Pursuant to the Certificate of Designation, the holders of the shares of Series A Preferred Stock shall have the right, at any time and subject to certain beneficial ownership limitations, to convert some or all of their outstanding shares of Series A Preferred Stock and any accrued but unpaid dividends into that number of shares of Common Stock on a per share basis by dividing $100 (the Stated Value per share of Series A Preferred Stock) by $0.32 (the “Conversion Price”), which Conversion Price is subject to adjustment as described therein. In addition, the shares of Series A Preferred Stock and any accrued but unpaid dividends will automatically convert, subject to the Beneficial Ownership Limitation, upon the closing of any equity financing transaction pursuant to which the Company receives gross proceeds of at least $5,000,000 that is consummated after the initial date of issuance of such shares (a “Qualified Offering”), into the same securities issued by the Company in such Qualified Offering. Pursuant to the Certificate of Designation, such holders of shares of Series A Preferred Stock are entitled to receive dividends on the Series A Preferred Stock in cash or in shares of Common Stock at a rate of 10% per annum, based on the Stated Value, commencing on April 1, 2021, pro-rated, and continuing on each July 1^st, October 1^st, and January 1^st thereafter until the earlier of (i) the date on which the shares of Series A Preferred Stock are converted into shares of Common Stock or (ii) the date the Company’s obligations under the Certificate of Designation have been satisfied in full. Pursuant to the Certificate of Designation, the shares of Series A Preferred Stock also (i) vote on an as-converted to Common Stock basis, subject to the Beneficial Ownership Limitation, (ii) are redeemable in cash at the option of the Company at any time, along with all accrued but unpaid dividends, (iii) rank senior to the Common Stock and any class or series of capital stock authorized or designated after the Series A Preferred Stock and (iv) have a special preference upon the liquidation of the Company.

In connection with the March Purchase Agreement, we and such Selling Stockholders entered into that certain registration rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement to register the Preferred Shares and the Warrant Shares underlying the March Warrants. In order to satisfy such obligations, the Company is filing this registration statement to register for resale all of the Preferred Shares and Warrant Shares issuable upon conversion of the shares of Series A Preferred Stock and upon exercise of the March Warrants issued to the March Investors.

March 2021 Debt Settlement Agreements

On March 31, 2021, we entered into debt settlement agreements with six Creditors, pursuant to which certain creditors of the Company (collectively, the “Creditors”) agreed to extinguish an aggregate of $2,866,497 of debt and liabilities of the Company owed to such Creditors in consideration for the issuance to each Creditor of (i) an aggregate of $28,665 in Notes, which are, subject to certain conditions, convertible at any time at the option of the Creditors into an aggregate of 65,930 shares of Common Stock (including accruable interest), at a price of $0.50 per share and (ii) Creditor Warrants which are immediately exercisable for up to an aggregate of 5,732,994 shares of Common Stock and for five years thereafter. Holders of the Creditor Warrants may exercise them on a cashless basis pursuant to the formula provided in the Creditor Warrants if there is not an effective registration statement for the sale of the shares of Common Stock underlying the Creditor Warrants upon the date on which such Creditor Warrants are exercisable. We also granted the Creditors certain piggy-back registration rights pursuant to the Notes and the Creditor Warrants, whereby we agreed to register the resale by the Creditors of the shares underlying the Notes and the Creditor Warrants pursuant to the Notes and Creditor Warrants. Such securities were issued to the Creditors in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Note bears interest at a rate of 3% per annum, may be voluntarily repaid in cash in full or in part by us at any time in an amount equal to the face amount plus any accrued and unpaid interest on the Notes (or portion thereof) being prepaid, and matures on March 30, 2026.

SELLING STOCKHOLDERS

The shares of Common Stock being offered for resale by the Selling Stockholders named herein consist of the Series A Conversion Shares issuable upon the conversion of the shares of Series A Preferred Stock, the Warrant Shares issuable upon exercise of the Warrants and the Note Conversion Shares issuable upon conversion of the Notes, including all interest to accrue on such Notes. For additional information regarding the issuance of the Securities, including the Series A Conversion Shares, Warrant Shares and Note Conversion Shares, see the section entitled “Private Placements” on page 32. We are registering the Series A Conversion Shares, Warrant Shares and Note Conversion Shares in order to permit the Selling Stockholders to offer such shares of Common Stock for resale from time to time. Except for the transactions described in the section entitled “Private Placements”, and as disclosed in this section under “Material Relationships with Selling Stockholders,” the Selling Stockholders have not had any material relationship with us or our affiliates within the past three years.

The following table sets forth certain information with respect to each Selling Stockholder, including (i) the shares of Common Stock beneficially owned by the Selling Stockholder prior to this offering, (ii) the number of shares of Common Stock being offered by the Selling Stockholder pursuant to this prospectus and (iii) the Selling Stockholders’ beneficial ownership of our outstanding shares of Common Stock after completion of this offering. The registration of the Series A Conversion Shares, Warrant Shares and Note Conversion Shares issuable or issued to the Selling Stockholders pursuant to the Certificate of Designation, Notes or Warrants, as applicable, does not necessarily mean that the Selling Stockholders will sell all or any of such shares of Common Stock, but the number of shares of Common Stock and percentages set forth in the final two columns below assume that all shares of Common Stock being offered by the Selling Stockholders are sold. The final two columns also assume, as of July 20, 2021, conversion of all shares of Series A Preferred Stock, full conversion of the Notes and full exercise of the Warrants, without regard to any limitations on conversion or exercise, as applicable. See “Plan of Distribution.”

The table is based on information supplied to us by the Selling Stockholders, with beneficial ownership and percentage ownership determined in accordance with the rules and regulations of the SEC, and includes voting or investment power with respect to shares of Common Stock. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares of Common Stock beneficially owned by a Selling Stockholder and the percentage ownership of that Selling Stockholder, shares of Common Stock subject to securities held by that Selling Stockholder that are exercisable for or convertible into shares of Common Stock within 60 days after July 20, 2021, are deemed outstanding. Such shares of Common Stock, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other stockholder.

Material Relationships with Selling Stockholders

Stanton E. Ross

Mr. Ross is the Company’s President, Chief Executive Officer and Chairman of our board of directors. From March 1992 to June 2005, Mr. Ross was our Chairman and President and served as an officer and director of each of its subsidiaries. He resigned from all of these positions in June 2005, except Chairman, but was reappointed as our President and Chief Executive Officer in October 2006. On May 13, 2020, the Company borrowed $41,000 from Mr. Ross in the form of an unsecured promissory note bearing 6% interest and due on demand. The proceeds were used for general working capital purposes. The entire principal balance of the note was retired on August 19, 2020 and there is no remaining balance as of December 31, 2020. During the year ended December 31, 2020, the Company accrued and paid a total of $654 of interest on this related party note payable.

Ozark Capital, LLC

Ozark is an affiliate of Mr. Heckman, who is its controlling member. On May 21, 2018, the Company borrowed $13,125 under an unsecured promissory note with Ozark, which was convertible into shares of Common Stock at $0.50 per share. During June 2019 and August 2019, the Company borrowed an additional $50,500 and $5,500, respectively from Ozark under the same terms. The note was due on demand and bore interest at 8% per annum. In October 2019, the Company repaid $50,000 in principal on this demand note and the remainder was paid in August 2020. Interest expense relative to this demand note totaled $14,882 and $3,918 during 2020 and 2019, respectively.

USE OF PROCEEDS

The Selling Stockholders will receive all of the proceeds from the sale of the Series A Conversion Shares, Warrant Shares and Note Conversion Shares under this prospectus and we will not receive any of such proceeds. We may receive up to $5,316,496.99 in aggregate gross proceeds from cash exercises of the Warrants, based on the $0.39 per share exercise prices of the March Warrants, and the $0.50 per share exercise prices of the August Warrant and the Creditor Warrants. Any proceeds that we receive from the exercise of the Warrants will be used for development of the Properties and for working capital and other general corporate purposes. The Selling Stockholders will pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses that they incur in disposing of the Series A Conversion Shares, Warrant Shares and Note Conversion Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus and any prospectus supplement. These may include, without limitation, all registration and filing fees, SEC filing fees and expenses of compliance with state securities or “blue sky” laws.

We cannot predict when or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised. In addition, the August Warrant is exercisable on a cashless basis 180 days after the date of issuance if at the time of exercise the prospectus contained therein is not available for the issuance of shares of Common Stock underlying such warrant. The March Warrants are exercisable on a cashless basis 6 months after the date of issuance if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of shares of Common Stock underlying such warrants. The Creditor Warrants are exercisable immediately on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of shares underlying such warrants. As a result, we may never receive meaningful, or any, cash proceeds from the exercise of the Warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.

See “Plan of Distribution” elsewhere in this prospectus for more information.

DIVIDEND POLICY

We have never declared or paid any dividends on our Common Stock.

The March Purchase Agreement and the Certificate of Designation provide for the payment of dividends, in (i) cash, or (ii) shares of Common Stock, to the holders of the Series A Preferred Stock, of 10% per annum, based on the Stated Value, commencing on April 1, 2021, until the earlier of (i) the date on which the shares of Series A Preferred Stock are converted into Common Stock or (ii) date the Company’s obligations under the Certificate of Designation have been satisfied in full (the “Dividend Termination Date”). Such dividends shall accrue and be compounded daily on the basis of a 360-day day year and twelve (12) 30-day months and be paid either promptly upon the occurrence of an event of default, after conversion of the Series A Preferred Stock or on the Dividend Termination Date, if the Series A Preferred Stock has not been converted prior to the Dividend Termination Date. No other dividends shall be paid on shares of the Series A Preferred Stock. As of the date of this prospectus, $13,104 of dividends have accrued on such shares and are unpaid, while $60,528 of dividends have been paid on such shares.

Other than as described above, we currently intend to retain all available funds and any future earnings for the operation and expansion of our business and, therefore, we do not anticipate declaring or paying any dividends on our commoncapital stock in the nearforeseeable future. Any future determination as to the declaration andThe payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, businessfinancial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and such other factors as the board deems relevant.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

On January 16, 2015, we were notified by L.L. Bradford & Company (“Bradford”) that the firm resigned as our independent registered public accounting firm. In connection with the resignation, Bradford informed us that it would no longer service SEC reporting companies because partners in its SEC practice moved to RBSM, LLP. Except as noted in the paragraph immediately below, the report of Bradford on our consolidated financial statements for the year ended December 31, 2013 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

The report provided by Bradford in connection with our consolidated financial statements for the fiscal year-ended December 31, 2013, contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

There were no disagreements between us and Bradford on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Bradford, would have caused Bradford to make reference to the subject matter of the disagreements in connection with its reports on our financial statements; and there were no other reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K.

As reported above, on January 16, 2015, the Audit Committee appointed RBSM, LLP to be our independent registered public accountant for the fiscal year ended December 31, 2014. During the two most recent completed fiscal years and through January 21, 2015, neither we nor anyone on our behalf consulted with RBSM, LLP regarding any of the following: (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and none of the following was provided to us (a) a written report, or (b) oral advise that RBSM, LLP concluded was an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was subject of a disagreement, as the term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions and ages of our directors and executive officers. Our directors are typically elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board.may deem relevant.

Stanton E. Ross.From March 1992 to June 2005, Mr. Ross was Infinity’s Chairman and President and served as an officer and director of each of its subsidiaries. He resigned all of these positions with Infinity in June 2005, except Chairman, but was reappointed as Infinity’s President in October 2006. Mr. Ross has served as Chairman, President and Chief Executive Officer of Digital Ally, Inc. (“Digital”) since September 2005. Digital Ally, Inc. is a publicly held company whose common stock is traded on the Nasdaq Capital Market under the symbol DGLY. From 1991 until March 1992, he founded and served as President of Midwest Financial, a financial services corporation involved in mergers, acquisitions and financing for corporations in the Midwest. From 1990 to 1991, Mr. Ross was employed by Duggan Securities, Inc., an investment banking firm in Overland Park, Kansas, where he primarily worked in corporate finance. From 1989 to 1990, he was employed by Stifel, Nicolaus & Co., a member of the New York Stock Exchange, where he was an investment executive. From 1987 to 1989, Mr. Ross was self-employed as a business consultant. From 1985 to 1987, Mr. Ross was President and founder of Kansas Microwave, Inc., which developed a radar detector product. From 1981 to 1985, he was employed by Birdview Satellite Communications, Inc., which manufactured and marketed home satellite television systems, initially as a salesman and later as National Sales Manager. Mr. Ross allocates his time between Digital and the Company as he deems necessary to discharge his fiduciary duties to each of them. Because of the Company’s reduced level of activity and the needs of Digital, he has devoted most of his time to Digital and the balance to the Company during the last year. Mr. Ross served on the board of directors of Studio One Media, Inc., a publicly held company, from January 2013 to March 2013. Mr. Ross holds no public company directorships other than with Digital and Infinity currently and has not held any others during the previous five years, except for Studio One Media, Inc. The Company believes that Mr. Ross’ broad entrepreneurial, financial and business experience and his experience with micro-cap public companies and role as Chairman, President and CEO gives him the qualifications and skills to serve as a director.

Daniel F. Hutchins.Mr. Hutchins was elected to serve as a Director of Infinity and was also appointed to serve as Chief Financial Officer of Infinity effective as of August 13, 2007. Mr. Hutchins was elected as a Director of Digital Ally, Inc. in December 2007, serves as Chairman of its Audit Committee and is its financial expert. He is also a member of its Nominating and Governance Committee. Mr. Hutchins, a Certified Public Accountant, is a Principal with the accounting firm of Hutchins & Haake, LLC. He was previously a member of the Advisory Board of Digital Ally. Mr. Hutchins has served as an instructor for the Becker CPA exam with the Keller Graduate School of Management and has over 17 years of teaching experience preparing CPA candidates for the CPA exam. He has over 30 years of public accounting experience, including five years with Deloitte & Touche, LLP. He holds no other public directorships and has not held any others during the previous five years. He has served on the boards of various non-profit groups and is a member of the American Institute of Certified Public Accountants. Mr. Hutchins earned his Bachelor of Business Administration degree in Accounting at Washburn University in Topeka, Kansas. Mr. Hutchins holds no other public company directorships currently and for the previous five years. The Company believes that Mr. Hutchins’ significant experience in finance and accounting gives him the qualifications to serve as a director.

Leroy C. Richie. Since June 1, 1999 Mr. Richie has been a director of Infinity. Since 2005, Mr. Richie has served as the lead outside director of Digital Ally, Inc. and currently serves as a member of its Audit Committee and is the Chairman of its Nominating and Governance and Compensation Committees. Additionally, Mr. Richie currently serves as a member of the board of directors of Columbia Mutual Funds, an investment company within the mutual fund family managed by Ameriprise Financial, Inc. Since 2004, he has been of counsel to the Detroit law firm of Lewis & Munday, P.C. From September 2000 to November 2004, he was Chairman and Chief Executive Officer of Q Standards World Wide, Inc. From April 1999 to August 2000, he was President of Capitol Coating Technologies, Inc. He holds no other public directorships and has not held any others during the previous five years, except for Kerr-McGee Corporation (1998-2005) and OGE Energy Corp. (2007-2014), where he served as Chairman of the Compensation Committee and a member of the Corporate Governance Committee. Mr. Richie was formerly Vice President of Chrysler Corporation and General Counsel for automotive legal affairs, where he directed all legal affairs for that company’s automotive operations from 1986 until his retirement in 1997. Before joining Chrysler, he was an associate with the New York law firm of White & Case (1973-1978), and served as director of the New York office of the Federal Trade Commission (1978-1983). Mr. Richie received a B.A. from City College of New York, where he was valedictorian, and a J.D. from the New York University School of Law, where he was awarded an Arthur Garfield Hays Civil Liberties Fellowship. The Company believes that Mr. Richie’s extensive experience as a lawyer and as an officer or director of public companies gives him the qualifications and skills to serve as a Director.

Family Relationships

There is no family relationship between any of our directors, director nominees and executive officers.

Board of Directors and Committee Meetings

Our Board of Directors held three meetings during the fiscal year ended December 31, 2014. In addition, our Board of Directors acted by unanimous written consent fourteen times during fiscal year ended December 31, 2014. Our directors attended all of the meetings of the Board of Directors. Our directors are expected, absent exceptional circumstances, to attend all Board meetings.

Committees of the Board of Directors

We do not have Audit, Compensation or Nominating and Governance Committees. Our full Board of Directors discharges the duties that such committees would normally have. We do not have such committees because of our stage of operations and because our Board of Directors consists of only three members.

Our Board is comprised of three Directors, one of whom is independent, as defined by the rules and regulations of the Securities and Exchange Commission. The members of our Board of Directors are Stanton E. Ross, Leroy C. Richie and Daniel F. Hutchins. The Board of Directors determined that Mr. Richie qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the Securities and Exchange Commission, and is independent as noted above.

Stanton E. Ross, Leroy C. Richie and Daniel F. Hutchins are the directors of the Company. Messrs. Ross and Hutchins are not considered “independent” in accordance with rule 5605(a)(2) of the NASDAQ Marketplace Rules. The Board of Directors has determined that Mr. Richie is independent in accordance with the NASDAQ and SEC rules. We are currently traded on the OTC QB, which does not require that a majority of the board be independent. If we ever become an issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements relating to director independence.

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company’s independent accountants must be approved in advance by the Board to assure that such services do not impair the accountants’ independence from the Company. Our full board of directors performs the equivalent functions of an audit committee, therefore, no policies or procedures other than those required by SEC rules on auditor independence, have been implemented.

Board of Directors’ Role in the Oversight of Risk Management

We face a variety of risks, including credit, liquidity and operational risks. In fulfilling its risk oversight role, our Board of Directors focuses on the adequacy of our risk management process and overall risk management system. Our Board of Directors believes that an effective risk management system will (i) adequately identify the material risks that we face in a timely manner; (ii) implement appropriate risk management strategies that are responsive to our risk profile and specific material risk exposures; (iii) integrate consideration of risk and risk management into our business decision-making; and (iv) include policies and procedures that adequately transmit necessary information regarding material risks to senior executives and, as appropriate, to the Board or relevant committee.

Our Board of Directors oversees risk management for us. Accordingly, the Board schedules time for periodic review of risk management, in addition to its other duties. In this role, the Board receives reports from management, certified public accountants, outside legal counsel, and to the extent necessary, from other advisors, and strives to generate serious and thoughtful attention to our risk management process and system, the nature of the material risks we face, and the adequacy of our policies and procedures designed to respond to and mitigate these risks.

Code of Ethics and Conduct

Our Board of Directors has adopted aCode of Ethics and Conductthat is applicable to all of our employees, officers and directors. OurCode of Ethics and Conductis intended to ensure that our employees act in accordance with the highest ethical standards. A copy of ourCode of Ethics and Conduct may be obtained by sending a written request to us at 11900 College Blvd., Suite 310, Overland Park, KS 66210; Attn: President and theCode of Ethics and Conduct is filed as an exhibit to this Annual Report on Form 10-K.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than ten percent (10%) of our common stock, to file with the Securities and Exchange Commission reports of ownership of, and transactions in, our securities and to provide us with copies of those filings. To our knowledge, based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2014, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with during fiscal year 2014, except that Mr. Ross had one late filing in which he failed to report one transaction timely.

EXECUTIVE COMPENSATION

The following table shows compensation paid, accrued or awarded with respect to our named executive officers during the years indicated, a significant portion of all compensation after 2008 is accrued but not paid:

2014 Summary Compensation Table (1)

Compensation Policies and Objectives

We structure compensation for executive officers, including the named executive officers, to drive performance, to accomplish both our short-term and long-term objectives, and to enable us to attract, retain and motivate well qualified executives by offering competitive compensation and by rewarding superior performance. We also seek to link our executives’ total compensation to the interests of our shareholders. To accomplish this, our board of directors relies on the following elements of compensation, each of which is discussed in more detail below:

Our board of directors believes that our executive compensation package, consisting of these components, is comparable to the compensation provided in the market in which we compete for executive talent and is critical to accomplishing our recruitment and retention aims.

In setting the amounts of each component of an executive’s compensation and considering the overall compensation package, the Committee generally considers the following factors:

Benchmarking—For executive officers, the board of directors considers the level of compensation paid to individuals in comparable executive positions of other oil and gas exploration and production companies of a similar size. The board of directors believes that these companies are the most appropriate for review because they are representative of the types of companies with which we compete to recruit and retain executive talent. The information reviewed by the board of directors includes data on salary, annual and long-term cash incentive bonuses and equity compensation, as well as total compensation.

Internal Equity—The board of directors considers the salary level for each executive officer and each position in overall management in order to reflect their relative value to us.

Individual Performance—The board of directors considers the individual responsibilities and performance of each named executive officer, which is based in part on the board of directors’ assessment of that individual’s performance as well as the evaluation of the individual by the Chief Executive Officer.

All executive officers are eligible for annual cash bonuses and equity incentive awards that reinforce the relationship between pay and performance by conditioning compensation on the achievement of the Company’s short- and long-term financial and operating goals, including operating profits, reserve finding costs, and growth in the Company’s daily oil and gas production and estimated proved, probable and possible recoverable oil and gas reserves.

Components of Executive Compensation

The following provides an analysis of each element of compensation, what each element is designed to reward and why the board of directors chose to include it as an element of our executive compensation.

Salaries

Salaries for executive officers are intended to incentivize the officers to focus on executing the Company’s day-to-day business and are reviewed annually. Changes are typically effective in April of each year and are based on the factors discussed above. Compensation arrangements with Mr. Hutchins were determined through arms-length negotiations.

Annual Bonuses

The awarding of annual bonuses to executives is at the Committee’s discretion. The objective of the annual bonus element of compensation is to align the interest of executive officers with the achievement of superior Company performance for the year and also to encourage and reward extraordinary individual performance. In light of the Company’s operating results for 2014 and 2013, the Committee determined that it was appropriate not to grant annual bonuses to the executive officers for 2014 and 2013.

Stock Options

Including an equity component in executive compensation closely aligns the interests of the executives and our shareholders and rewards executives consistent with shareholder gains. Stock options produce value for executives only if our stock price increases over the exercise price, which is set at the market price on the date of grant. Also, through vesting and forfeiture provisions, stock options serve to encourage executive officers to remain with the Company. Awards made other than pursuant to the annual equity grants are typically made to newly hired or recently promoted employees.

In determining the stock option grants for Messrs. Ross and Hutchins, the Board considered the number of options previously granted that remained outstanding, the number and value of shares underlying the options being granted and the related effect on dilution. The Board also took into account the number of shares that remained available for grant under our stock incentive plans. Messrs. Ross and Hutchins were not granted stock options during the year ended December 31, 2013. Messrs. Ross and Hutchins were granted option to purchase 600,000 and 150,000 shares of common stock, respectively, during the year ended December 31, 2014. Information regarding all outstanding equity awards as of December 31, 2014 for the named executive officers is set forth below in the “Outstanding Equity Awards at Fiscal Year End” table.

Other Elements of Executive Compensation

We have not provided cash perquisites to our executive officers given our limited funds.

On June 6, 2009, the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of 8/8ths of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP shall bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for officers and directors.

Outstanding Equity Awards at Fiscal Year-End

(As of December 31, 2014)