Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Delta International Oil & Gas Inc. | ||
Entity Central Index Key | 1,112,985 | ||
Trading Symbol | DLTZ | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,158,746 | ||
Entity Common Stock Shares Outstanding | 34,838,826 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 2,374 | $ 239,627 |
Advances and other receivables | 3,000 | |
Total current assets | 5,374 | 239,627 |
Notes receivable, net | 268,162 | |
Unproved oil and gas properties | 44,703 | |
Investment in MHD | 125,000 | |
TOTAL ASSETS | 318,239 | 364,627 |
Current Liabilities: | ||
Accounts payable | 37,323 | 4,945 |
Accrued expenses | 22,807 | 6,140 |
Notes payable | 15,000 | 15,000 |
Deposit toward T&M Sale | 500,000 | |
Total current liabilities | 575,130 | 26,085 |
Total liabilities | 575,130 | 26,085 |
Stockholders' Equity: (Deficit) | ||
Preferred stock $0.0001 par value-authorized 10,000,000 shares; no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | ||
Common stock $0.0001 par value - authorized 250,000,000 shares; 34,838,826 shares and 32,338,826 shares, issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 3,483 | 3,233 |
Additional paid-in capital | 7,289,678 | 7,151,482 |
Accumulated deficit | (7,550,052) | (6,831,708) |
Accumulated other comprehensive gain | 15,535 | |
Total stockholders' equity (deficit) | (256,891) | 338,542 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 318,239 | $ 364,627 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 34,838,826 | 32,338,826 |
Common stock, shares outstanding | 34,838,826 | 32,338,826 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Costs and Expenses: | ||
General and administrative | $ 384,486 | $ 333,109 |
Impairment loss | 182,500 | |
Loss from operations | (566,986) | (333,109) |
Other Income (Expense): | ||
Interest income | 26,162 | 80 |
Other Income (expense) | 26,162 | 80 |
Loss before income taxes | (540,824) | (333,029) |
Provision (benefit) for income taxes | ||
Net Loss from Continuing Operations | (540,824) | (333,029) |
Discontinued Operations, net of tax | (177,520) | (217,009) |
NET LOSS | $ (718,344) | $ (550,038) |
Basic and Diluted Net Loss per common share: | ||
Continuing Operations | $ (0.02) | $ (0.01) |
Discontinued Operations | (0.01) | (0.01) |
Basic and Diluted Net Loss per common share | $ (0.02) | $ (0.02) |
Weighted average common shares - Basic and Diluted | 32,710,059 | 32,338,826 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (718,344) | $ (550,038) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (35,235) | |
Net change in other comprehensive loss | (35,235) | |
Comprehensive loss | $ (718,344) | $ (585,273) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Dec. 31, 2015 | $ 3,233 | $ 7,151,482 | $ (6,280,417) | $ 50,771 | $ 925,068 |
Balance, shares at Dec. 31, 2015 | 32,338,826 | ||||
Net loss | (551,291) | (550,038) | |||
Foreign Currency Adjustment | (35,235) | (35,235) | |||
Balance at Dec. 31, 2016 | $ 3,233 | 7,151,482 | (6,831,708) | 15,535 | 338,542 |
Balance, shares at Dec. 31, 2016 | 32,338,826 | ||||
Net loss | (718,344) | (718,344) | |||
Warrant expense | 34,196 | 34,196 | |||
Stock issued in connection to KEC Property acquisition | $ 75 | 52,425 | 52,500 | ||
Stock issued in connection to KEC Property acquisition, shares | 750,000 | ||||
Stock issued for services | $ 175 | 51,575 | 51,750 | ||
Stock issued for services, shares | 1,750,000 | ||||
Sale of SAHF | (15,535) | (15,535) | |||
Balance at Dec. 31, 2017 | $ 3,483 | $ 7,289,678 | $ (7,550,052) | $ (256,891) | |
Balance, shares at Dec. 31, 2017 | 34,838,826 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from Operating Activities: | ||
Net loss | $ (718,344) | $ (550,038) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment charge | 191,236 | |
Warrants issued for services rendered | 34,196 | |
Stock issued for services rendered | 51,750 | |
Impairment loss on MHD investment | 125,000 | |
Impairment loss on oil and gas properties | 57,500 | |
Gain on sale of SAHF LLC | (15,535) | |
Amortization of discount on note receivable | (12,865) | |
Changes in operating assets and liabilities: | ||
Increase in accounts payable and accrued expenses | 46,045 | 9,443 |
Net cash used in operating activities | (432,253) | (349,359) |
Cash flows from investing activities: | ||
Purchases of furniture and equipment | (693) | |
Deposit on sale of concession | 500,000 | |
Loan to Second Chance Oil | (250,000) | |
Loan to Landmaster Partners | (50,000) | |
Investment in 70% NRI in KEC Texas Property | (5,000) | |
Investment in MHD | (125,000) | |
Net cash provided by (used in) investing activities | 195,000 | (125,693) |
Cash flows from financing activities: | ||
Net cash provided by financing activities | ||
Effect of Exchange Rates on Cash | (2,167) | |
Net decrease in cash | (237,253) | (477,219) |
Cash - Beginning of period | 239,627 | 717,085 |
Cash - End of period | 2,374 | 239,627 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of noncash information: | ||
Stock issued for acquisition of oil and gas property | 52,500 | |
Discount on note receivable | $ 44,703 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2017 |
Statement of Cash Flows [Abstract] | |
Investment percent in NRI in KEC Texas Property | 70.00% |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization Delta International Oil & Gas Inc. (“Delta” or “the Company”) was incorporated in Delaware on November 17, 1999. Our name was changed from Delta Mutual, Inc. to our present name on October 29, 2013, by filing by the Company in Delaware of a Certificate of Ownership, providing for the merger of the Company’s wholly-owned subsidiary, Delta International Oil and Gas Inc., into the Company, and in the merger, changing the Company’s name to Delta International Oil & Gas Inc. The primary focus of the Company’s business from 2008 through 2016 was its South American Hedge Fund, LLC (“SAHF”) subsidiary, which had investments in oil and gas concessions in Argentina. The subsidiary was sold in 2017 along with all of its oil and gas properties. In 2017, the Company made various investments in oil and gas companies and properties in the United States. Although some of the properties produced intermittently throughout 2017 and in early 2018, the Company determined that they wouldn’t produce at a high enough rate in the future to justify them remaining as part of the Company’s portfolio. In the fourth quarter of 2017, Delta signed a letter of intent to do a reverse merger with American Green, Inc. to purchase Nipton, Inc.- the holder of 120 acres in Nipton, CA. The reverse merger closed on April 5, 2018. Principles of Consolidation The Company’s financial statements include the accounts of all majority-owned subsidiaries where its ownership is more than 50 percent of the common stock. All material intercompany transactions and balances have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with accepted accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as impairments of oil and gas properties, income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts, and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Evaluation of Long Lived Assets Oil and gas and mineral properties represent an important component of the Company’s total assets. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If, impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. Investments Investments in non-consolidated affiliates consist of the Company’s ownership interests in oil and gas development and exploration rights in the United States, net of impairment losses if any. These investments were reclassified to unproved oil and gas properties after the Company was officially admitted into the joint ventures for each of the properties. The Company evaluates these investments for impairment when indicators of potential impairment are present. Indicators of impairment include, but are not limited to, levels of oil and gas reserves, availability of pipeline (or other transportation) capacity and infrastructure and management of the operations in which the investments were made. The Company evaluates its equity method investments for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investments may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, the Company compares fair value of the investment to its carrying value to determine whether impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline to be other than temporary, the excess of the carrying value over the estimated fair value is recognized as impairment in the consolidated financial statements. Oil and Gas Properties The Company accounts for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred. Costs associated with unevaluated properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. The Company assesses all items classified as unevaluated property on at least an annual basis for inclusion in the amortization base. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization. Capitalized costs included in the amortization base are depleted using the unit of production method based on proved reserves. Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values. Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change. Impairment The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period. As of December 31, 2017, the KEC lease had an impairment of $57,500, bringing the book value to $0, and the investments in MHD Technology had an impairment of $125,000, bringing the book value to $0. Property and Equipment Property and equipment are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives of the related assets. Income Taxes The Company accounts for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income. Uncertain Tax Positions The Company evaluates uncertain tax positions pursuant to ASC Topic 740-10-25 “Accounting for Uncertainty in Income Taxes,” which allows companies to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. At December 31, 2017 and 2016, the Company has approximately $0 and $0, respectively, of liabilities for uncertain tax positions. Interpretation of taxation rules relating to investments in Argentina concessions may give rise to uncertain positions. In connection with the uncertain tax position, there was no interest or penalties recorded. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states). Earnings (Loss) Per Share Basic earnings per share are computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common share and potential common share outstanding during the period. Potential common shares consist of outstanding common stock purchase warrants. For the years ended December 31, 2016 and 2017, there were 9,211,517 and 9,700,126, respectively of potentially dilutive common shares outstanding. These potentially dilutive common shares are anti-dilutive in the years ended December 31, 2016 and 2017, due to our operating losses, and therefore, have not been included in the calculation of earnings per share. Foreign Currency Translation In 2016, the functional currency for the Company’s primary foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. The functional currency in Argentina is the Argentine Peso. Translation adjustments are recorded in Accumulated Other Comprehensive Loss. The Company’s subsidiary in Argentina also has certain U.S. dollar denominated intercompany receivables and payables, which generate foreign currency gains and losses in other income (expense) when translated at the end of each period using the current exchange rates. Stock-based Compensation The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. We account for stock-based compensation to employees in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. See NOTE 6 to view the detailed issuance of warrants during 2017. Fair Value of Financial Measurements FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: The Company utilizes the accounting guidance for fair value measurements and discloses for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820, “Fair Value Measurements and Disclosures”, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 - Observable inputs such as quoted market prices in active markets. Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions. As of December 31, 2017 and 2016, there were no financial assets or liabilities that require to be fair valued on a recurring basis. Discontinued Operations We present discontinued operations in our consolidated financial statements when we believe that the disposition of assets constitutes a strategic shift that will have a major effect on our operations or financial results. The results of prior periods are reclassified to conform to the current year presentation. See Note 3. Variable Interest Entities The Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (each, a “VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances. The Company has entered into a transaction with VIEs during the period; however, the Company is not considered to be the primary beneficiary in these transactions. Footnote 4 further discloses these investments. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN Financial Condition The Company’s financial statements for the year ended December 31, 2017 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company has incurred net losses and as of December 31, 2017 has an accumulated deficit of $7,550,052 which raises substantial doubt about the Company’s ability to continue as a going concern. Management Plans to Continue as a Going Concern Delta closed a reverse merger in April 2018. The new management and the new majority shareholders of Delta have secured two credit lines amounting to $500,000 for Delta. In the first quarter of 2018, Delta has received $30,000 from these credit lines. The Company’s continued existence is dependent upon management’s ability to develop profitable operations and its ability to obtain additional funding sources to provide capital and other resources for the further development of the Company’s business. The Company’s financial statements as of December 31, 2017 do not include any adjustments that might result from the outcome of this uncertainty. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 3. DISCONTINUED OPERATIONS Disposal of Tartagal and Morillo Concessions On January 3, 2017, the Company received the acceptance of its offer for the sale of SAHF’s interest in the Tartagal and Morillo concessions from High Luck Group (“High Luck”). The consideration for 18% of Tartagal and Morillo will be $2,000,000 upon the transfer of the concessions, and 3% of gross revenues from the production of oil or gas of either concession up to an additional $2,000,000. Once the transfer occurs, the companies will sign a mutual release. The release of funds is also contingent on other external factors detailed on a Consulting Agreement signed between a third party (Consultant”) and High Luck. After speaking with the Consultant to High Luck on various occasions, Delta has taken the position that most of the Consultant’s duties have been fulfilled and the ones that have not require High Luck to present paperwork to the province and fulfill its commitments to the Province. On February 10, 2017, High Luck Group deposited the initial $2,000,000 in an Escrow account. On April 4, 2017, the Escrow Agent released $500,000 to Delta as a deposit towards the initial $2,000,000 payment which is reported as a “Deposit toward T&M Sale” in the consolidated balance sheet as of December 31, 2017 pending closing of the sale. On April 21, 2017, the official government decree for the transfer of Tartagal and Morillo was issued, but High Luck refused to meet with the SAHF representative to finalize the transfer despite extensive efforts from SAHF. As of the date of this filing, High Luck still had failed to meet with SAHF to close the contract, and we have taken the position that High Luck is in breach of multiple clauses in the contract. The companies are attempting to solve the outstanding issues in this transaction. Sale of SAHF In July 2017, Delta closed the agreement with Enrique Vidal for the transfer of SAHF. As the buyer, he will receive 25% of the Tartagal and Morillo (T&M) Asset Sale in exchange for the buyer’s assumptions of all potential liabilities related to Valle de Lerma concession. In connection with the deposit received from the sale of the T&M concessions and SAHF, the Company paid commissions and bonuses totaling to $175,000 during the year ended December 31, 2017 which are included in “Discontinued operations, net” in the consolidated statements of operations. Out of the remaining $1,500,000 that Delta is to be paid for the sale of T&M, SAHF is to receive $375,000. SAHF has already received $125,000 from the initial $500,000 that was transferred to Delta. The following table presents the amounts of the major line items that are included in “Discontinued operations, net” in our consolidated statements of operations. Twelve Months Ended December 31, 2017 2016 General and Administrative $ (193,055 ) $ (25,773 ) Impairment Expense $ - $ (191,236 ) Gain on sale of SAHF $ 15,535 $ - Discontinued operations, net of income tax $ (177,520 ) $ (217,009 ) |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES RECEIVABLE | 4. NOTES RECEIVABLE On May 25, 2017, the Company loaned $250,000 to Second Chance Oil, LLC (SCO) for the development of a gas field in northern California. SCO is using the funds provided to work over 2 wells and puncture in different pay zones, expecting close to virgin pressures. The note carries a 9% interest, an 18-month maturity, and has an equity kicker of 3.5% in SCO which we determined to have a value of zero. The note will also be prepaid from 25% of the production in the new wells and is not secured. On July 26, 2017, the Company made a $50,000 loan to Landmaster for a term of 18 months and annual interest of 9% for the re-entry of two oil wells in Haskell County, Texas. The Company was also granted a 3.75% carried interest in the two wells with the option to participate at the same interest in future wells on the property. The 3.75% carried interest (3% NRI) in the two wells in the Kieke Lease with a fair value of $44,703 was recorded as an oil and gas property and a discount to the loan made to Landmaster and amortized over the term of the note. This note is secured with production from the Kieke lease, and in case the Kieke lease does not produce, it is also secured with production from the Swenson lease (also owned by Landmaster). During the year ended December 31, 2017, amortization credited to interest income was $12,865. The unamortized discount at December 31, 2017 amounted to $31,838. The Company has performed an analysis of the notes receivable balance under ASC 810-10, and has determined the note receivables mentioned above are variable interests and that SCO and Landmaster are variable interest entities (“VIEs”) and depends on the Company, as well as additional parties, for continuing financial support in order to maintain operations. However, the Company cannot make key operating decisions considered to be most significant to the VIEs, and is therefore not considered to be the primary beneficiary in both transactions. The Company’s maximum exposure to loss approximates to the carrying value of the notes receivable balance at December 31, 2017. |
Unproved Oil And Gas Properties
Unproved Oil And Gas Properties | 12 Months Ended |
Dec. 31, 2017 | |
Extractive Industries [Abstract] | |
UNPROVED OIL AND GAS PROPERTIES | 5. UNPROVED OIL AND GAS PROPERTIES On September 22, 2017, the Company acquired a 70% NRI of the KEC lease in Polk County, Texas from Crestmont Operating, LLC (“Crestmont”) for a total consideration of $57,500 which consists of a cash payment of $5,000 and the issuance of 750,000 shares of the Company with a fair value of $52,500. The shares were valued as of the date of their assignment at $.07 per share. The property has four wells- one of the four being a salt water disposal well. Crestmont Operating Agreement On September 22, 2017, the Company signed an operating agreement with Crestmont to remain the operator of the KEC property for a total consideration of $2,500. The operator’s role in this case includes: filing all the necessary paperwork with the Railroad Commission, helping Delta file to become an operator, and formulating a workover plan for the wells. In connection with the operating agreement, the Company also agreed to pay Crestmont an additional $45,000 in the form of a note that will be issued on the earlier of (a) successful completion of the workover of one well with production of at least 13.5 barrels of oil per day for a period of 30 days or (b) a period of three months from the effective date of the agreement in case the workover has not yet started. The agreement with Crestmont was amended in the fourth quarter of 2017 to substitute the $45,000 Note for 1,000,000 common shares in Delta. The 1,000,000 common shares with a fair value of $30,000 were issued in the fourth quarter of 2017 and charged to expense. In late 2017, BCM Energy Investments was issued 750,000 shares with a fair value of $21,750 for its consulting and evaluation services in connection with the acquisition of the KEC property. The KEC property was fully impaired as of December 31, 2017 and has a carrying value of $0. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 6. WARRANTS During the year ended December 31, 2017, in connection to the deals signed with Landmaster, Crestmont, and SCO, the Company issued to each Mr. Jay Wright and Mr. William Forkner, consultants, 158,583 5-year common stock purchase warrants with and exercise price of $0.07 per share, and Mr. Santiago Peralta, CEO, 171,443 5-year common stock purchase warrants with an exercise price of $0.07. The fair value of the warrants amounting to $34,196 was determined using the Black-Scholes model which included the following assumptions: a 5-year term, risk-free rate of 2.37%, $0 dividend, and a computed volatility ranging from 324-339%. Weighted Weighted Average Average Exercise Contractual Aggregated Warrants Price Term years) Intrinsic Value Outstanding, December 31, 2015 9,211,517 $ 0.21 3.65 $ 691,052 Granted - - - - Exercised - - - - Outstanding, December 31, 2016 9,211,517 $ 0.21 2.65 $ 0 Granted 488,609 0.07 4.52 0 Exercised - - - - Outstanding, December 31, 2017 9,700,126 $ 0.20 0.84 $ 0 Vested, December 31, 2017 9,700,126 $ 0.20 0.84 $ 0 Mr. Jay Wright and Mr. William Forkner were acting as advisers for Delta. Their roles were to bring projects to the Company, help evaluate the projects, help negotiate the final terms of the contract, and bring funding to the Company. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT December 31, 2017 2016 Short – term debt Note payable to third party, interest at 6%, due August 10, 2011 15,000 15,000 Total $ 15,000 $ 15,000 During the year 2017, the Company did not pay off any debt and did not raise any more capital via debt instruments. The note payable is currently past due and the note is unsecured. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The Company has not made provision for income taxes in the years ended December 31, 2017 and 2016, respectively, since the Company has the benefit of net operating losses carried forward in these periods. Deferred income tax assets consist of: December 31, 2017 2016 Net operating loss carryforwards $ 1,366,557 $ 2,013,467 Less valuation allowance (1,366,557 ) (2,013,467 ) Deferred income tax assets, net $ -- $ -- On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning in 2018. The Company has calculated its best estimate of the impact of the TCJA in its 2017 income tax provision in accordance with its understanding of the TCJA and guidance available as of the date of this filing. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred income tax asset. Based on management’s assessment, utilizing an effective combined tax rate for federal and state taxes of approximately 26%, the Company has determined it to be more likely than not that a deferred income tax asset of approximately $1,366,557 and $2,013,467 attributable to the future utilization of the approximately $5,255,987 and $4,793,970 in eligible net operating loss carry-forwards as of December 31, 2017 and 2016, respectively, will not be realized. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards will begin to expire in varying amounts from year 2022 to 2036. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES OPERATING LEASES Rent expense was $5,137 under a month-to-month office lease and $14,311 for the years ended December 31, 2017 and 2016, respectively. EMPLOYMENT AGREEMENTS The only current Executive Employment Agreement is with Mr. Santiago Peralta dated February 6, 2015 as an Interim CEO, President, and Director for a one (1) year term and an annual salary of $80,000 plus a $5,000 quarterly bonus. The contract has an automatic one (1) year renewal, which was renewed originally in 2016, and, again, in 2017. Additionally, Mr. Peralta, alongside other company management, is eligible for participation of a bonus pool of up to 15% of net profits difference between the current quarter and the same quarter five years in the past. Mr. Peralta stopped receiving salary payments in October 2017. Mr. Peralta resigned as a Director on April 10, 2018 CONTINGENT BONUSES The Company has commitments to one SAHF employee and one ex-SAHF contractor if the sale of Tartagal and Morillo to High Luck materializes. Upon receipt of the initial payment, Alberto Mac Mullen is expected to be paid $200,000 for his services over the past ten years to the Company. Enrique Vidal is expected to be paid 3% of the total purchase price of the sale for his crucial role negotiating the contract with High Luck. |
Investment in MHD Technoilogy
Investment in MHD Technoilogy | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN MHD TECHNOILOGY | 10. INVESTMENT IN MHD TECHNOILOGY We have made an investment of $125,000 in MHD Technology Corporation, a Delaware corporation (“MHD Tech”), for an equity position of 1,343,750 shares of common stock of MHD Tech (currently, approximately 5.5% of the outstanding shares in the company); this investment was made through a separate limited liability company owned by Delta and set up specifically for this investment. In connection with the investment, Santiago Peralta, our Interim Chief Executive Officer and sole director, has joined the Board of Directors of MHD Tech. This investment is accounted for using the cost accounting method. If there is evidence that suggests that the fair market value of the investment is lower than the historical cost, then the investment will be written down to its new fair market value. The investment was fully impaired during the year ended December 31, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Convertible Notes On March 20, 2018, two convertible promissory notes were issued to investors for $15,000 each with a commitment of up to $500,000 throughout 2018. The notes are subject to annual interest of 6%, mature on March 20, 2021 and are convertible to common shares any time after 180 days from the issuance date at a price of $0.02 per share. The notes include a dilutive issuance provision when certain conditions are met. Preferred Series A Stock In April 2018, Delta designated 160,000 shares of Series A preferred stock with a par value of $0.0001 per share. Each share is convertible 1,000 to 1 into common stock, carries a dividend rate of 5% per annum on the face value, and is secured by the Nipton Properties. Reverse Merger with American Green, Inc. and Acquisition of Nipton, Inc. On March 19, 2018, the Company entered into a Securities Exchange Agreement, dated as of March 14, 2018 (the “Agreement”) with American Green, Inc., a Wyoming corporation (“American Green”), and Nipton, Inc., a California corporation, a wholly-owned subsidiary of American Green. Pursuant to the Agreement, the Company agreed to acquire 100% of the issued and outstanding equity securities of Nipton, Inc. from American Green (the “Nipton Acquisition”) in exchange for shares of our convertible preferred stock, convertible into 160,000,000 shares of the Company’s Common Stock, par value $0.0001 per share. On April 6, 2018, Delta and American Green closed the Nipton Acquisition. At the closing of the Agreement, Delta issued 160,000 shares of its Series A Convertible Preferred Stock, convertible into 160,000,000 shares of its common stock, to American Green, the former stockholder of Nipton, Inc., in exchange for all the outstanding shares of capital stock of Nipton, Inc. Following the closing of the Nipton Acquisition, Nipton, Inc. became a wholly-owned subsidiary of the Company, with American Green, the former stockholder of Nipton, Inc., owning a controlling interest of approximately 82% of the outstanding shares of common stock of Delta. |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company’s financial statements include the accounts of all majority-owned subsidiaries where its ownership is more than 50 percent of the common stock. All material intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accepted accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as impairments of oil and gas properties, income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts, and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Evaluation of Long Lived Assets | Evaluation of Long Lived Assets Oil and gas and mineral properties represent an important component of the Company’s total assets. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If, impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. |
Investments | Investments Investments in non-consolidated affiliates consist of the Company’s ownership interests in oil and gas development and exploration rights in the United States, net of impairment losses if any. These investments were reclassified to unproved oil and gas properties after the Company was officially admitted into the joint ventures for each of the properties. The Company evaluates these investments for impairment when indicators of potential impairment are present. Indicators of impairment include, but are not limited to, levels of oil and gas reserves, availability of pipeline (or other transportation) capacity and infrastructure and management of the operations in which the investments were made. The Company evaluates its equity method investments for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investments may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, the Company compares fair value of the investment to its carrying value to determine whether impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline to be other than temporary, the excess of the carrying value over the estimated fair value is recognized as impairment in the consolidated financial statements. |
Oil and Gas Properties | Oil and Gas Properties The Company accounts for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred. Costs associated with unevaluated properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. The Company assesses all items classified as unevaluated property on at least an annual basis for inclusion in the amortization base. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization. Capitalized costs included in the amortization base are depleted using the unit of production method based on proved reserves. Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values. Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change. |
Impairment | Impairment The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period. As of December 31, 2017, the KEC lease had an impairment of $57,500, bringing the book value to $0, and the investments in MHD Technology had an impairment of $125,000, bringing the book value to $0. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives of the related assets. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income. |
Uncertain Tax Positions | Uncertain Tax Positions The Company evaluates uncertain tax positions pursuant to ASC Topic 740-10-25 “Accounting for Uncertainty in Income Taxes,” which allows companies to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. At December 31, 2017 and 2016, the Company has approximately $0 and $0, respectively, of liabilities for uncertain tax positions. Interpretation of taxation rules relating to investments in Argentina concessions may give rise to uncertain positions. In connection with the uncertain tax position, there was no interest or penalties recorded. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states). |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share are computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common share and potential common share outstanding during the period. Potential common shares consist of outstanding common stock purchase warrants. For the years ended December 31, 2016 and 2017, there were 9,211,517 and 9,700,126, respectively of potentially dilutive common shares outstanding. These potentially dilutive common shares are anti-dilutive in the years ended December 31, 2016 and 2017, due to our operating losses, and therefore, have not been included in the calculation of earnings per share. |
Foreign Currency Translation | Foreign Currency Translation In 2016, the functional currency for the Company’s primary foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. The functional currency in Argentina is the Argentine Peso. Translation adjustments are recorded in Accumulated Other Comprehensive Loss. The Company’s subsidiary in Argentina also has certain U.S. dollar denominated intercompany receivables and payables, which generate foreign currency gains and losses in other income (expense) when translated at the end of each period using the current exchange rates. |
Stock-based Compensation | Stock-based Compensation The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. We account for stock-based compensation to employees in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. See NOTE 6 to view the detailed issuance of warrants during 2017. |
Fair Value of Financial Measurements | Fair Value of Financial Measurements FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: The Company utilizes the accounting guidance for fair value measurements and discloses for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820, “Fair Value Measurements and Disclosures”, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 - Observable inputs such as quoted market prices in active markets. Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions. As of December 31, 2017 and 2016, there were no financial assets or liabilities that require to be fair valued on a recurring basis. |
Discontinued Operations | Discontinued Operations We present discontinued operations in our consolidated financial statements when we believe that the disposition of assets constitutes a strategic shift that will have a major effect on our operations or financial results. The results of prior periods are reclassified to conform to the current year presentation. See Note 3. |
Variable Interest Entities | Variable Interest Entities The Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (each, a “VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances. The Company has entered into a transaction with VIEs during the period; however, the Company is not considered to be the primary beneficiary in these transactions. Footnote 4 further discloses these investments. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of consolidated statements of operations | Twelve Months Ended December 31, 2017 2016 General and Administrative $ (193,055 ) $ (25,773 ) Impairment Expense $ - $ (191,236 ) Gain on sale of SAHF $ 15,535 $ - Discontinued operations, net of income tax $ (177,520 ) $ (217,009 ) |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of fair value of warrants assumptions by using the Black-Scholes model | Weighted Weighted Average Average Exercise Contractual Aggregated Warrants Price Term years) Intrinsic Value Outstanding, December 31, 2015 9,211,517 $ 0.21 3.65 $ 691,052 Granted - - - - Exercised - - - - Outstanding, December 31, 2016 9,211,517 $ 0.21 2.65 $ 0 Granted 488,609 0.07 4.52 0 Exercised - - - - Outstanding, December 31, 2017 9,700,126 $ 0.20 0.84 $ 0 Vested, December 31, 2017 9,700,126 $ 0.20 0.84 $ 0 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of short-term debt | December 31, 2017 2016 Short – term debt Note payable to third party, interest at 6%, due August 10, 2011 15,000 15,000 Total $ 15,000 $ 15,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets | December 31, 2017 2016 Net operating loss carryforwards $ 1,366,557 $ 2,013,467 Less valuation allowance (1,366,557 ) (2,013,467 ) Deferred income tax assets, net $ -- $ -- |
Description of Business and S25
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Description of business and summary of significant accounting policies (Textual) | ||
Ownership percentage | 50.00% | |
Percentage of maximum cost under the ceiling limitation | 10.00% | |
Impairment charge | $ 57,500 | |
Book value | 0 | |
Liabilities for uncertain tax positions | $ 0 | $ 0 |
Potentially dilutive common shares outstanding | 9,700,126 | 9,211,517 |
KEC lease [Member] | ||
Description of business and summary of significant accounting policies (Textual) | ||
Impairment charge | $ 57,500 | |
Book value | $ 0 |
Going Concern (Details)
Going Concern (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)CreditLines / Number | Dec. 31, 2016USD ($) | |
Going Concern (Textual) | |||
Accumulated deficit | $ (7,550,052) | $ (6,831,708) | |
Majority shareholders credit lines | $ 500,000 | ||
Number of credit lines | CreditLines / Number | 2 | ||
Subsequent Event [Member] | |||
Going Concern (Textual) | |||
Line of credit received | $ 30,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
General and Administrative | $ (193,055) | $ (25,773) |
Impairment Expense | (191,236) | |
Gain on sale of SAHF | 15,535 | |
Discontinued operations, net of income tax | $ (177,520) | $ (217,009) |
Discontinued Operations (Deta28
Discontinued Operations (Details Textual) - USD ($) | Jul. 31, 2017 | Apr. 04, 2017 | Jan. 03, 2017 | Dec. 31, 2017 | Feb. 10, 2017 |
Discontinued Operations (Textual) | |||||
Percentage of sales | 18.00% | ||||
Tartagal and Morillo consideration | $ 2,000,000 | ||||
Sale of asset agreement, description | The transfer of the concessions, and 3% of gross revenues from the production of oil or gas of either concession up to an additional $2,000,000. | ||||
High Luck Group deposited in escrow account | $ 2,000,000 | ||||
Escrow agent released amount | $ 500,000 | ||||
Initial payments | $ 2,000,000 | ||||
Commissions and bonuses | $ 175,000 | ||||
Sale of SAHF, description | Delta closed the agreement with Enrique Vidal for the transfer of SAHF. As the buyer, he will receive 25% of the Tartagal and Morillo (T&M) Asset Sale in exchange for the buyer's assumptions of all potential liabilities related to Valle de Lerma concession. | ||||
Amount to be paid for sale of T&M | 1,500,000 | ||||
SAHF has already received amount | 125,000 | ||||
SAHF receivable amount | 375,000 | ||||
Initial amount transferred to Delta | $ 500,000 |
Notes Receivable (Details)
Notes Receivable (Details) | 1 Months Ended | 12 Months Ended | ||
Jul. 26, 2017USD ($) | Dec. 31, 2017USD ($) | May 25, 2017USD ($)CreditLines / Number | Dec. 31, 2016USD ($) | |
Notes Receivable (Textual) | ||||
Discounted loan to landmaster | $ 44,703 | |||
Description of interest rate terms | The note carries a 9% interest, an 18-month maturity, and has an equity kicker of 3.5% in SCO which we determined to have a value of zero. The note will also be prepaid from 25% of the production in the new wells. | |||
Amortization of note receivable discount | $ (12,865) | |||
Interest income | 12,865 | |||
Unamortized discount | $ 31,838 | |||
SCO [Member] | ||||
Notes Receivable (Textual) | ||||
Loaned amount | $ 250,000 | |||
Number of wells | CreditLines / Number | 2 | |||
Landmaster [Member] | ||||
Notes Receivable (Textual) | ||||
Loaned amount | $ 50,000 | |||
Discounted loan to landmaster | $ 44,703 | |||
Description of interest rate terms | The 3.75% carried interest (3% NRI) in the two wells in the Kieke Lease. | |||
Term of loans | 18 months | |||
Interest rate of loans | 9.00% | |||
Retains interest rate of loans | 3.75% |
Unproved Oil And Gas Properti30
Unproved Oil And Gas Properties (Details) - USD ($) | Sep. 22, 2017 | Dec. 31, 2017 |
Unproved Oil and Gas Properties (Textual) | ||
Acquired percenatge | 70.00% | |
Total consideration of oil and gas property | $ 2,500 | |
Issuance of shares | 1,000,000 | |
Fair value issuance of shares | $ 45,000 | |
Oil and gas property, description | The Company also agreed to pay Crestmont an additional $45,000 in the form of a note that will be issued on the earlier of (a) successful completion of the workover of one well with production of at least 13.5 barrels of oil per day for a period of 30 days or (b) a period of three months from the effective date of the agreement in case the workover has not yet started. | |
Carrying value | $ 0 | |
Crestmont Operating Agreement [Member] | ||
Unproved Oil and Gas Properties (Textual) | ||
Issuance of shares | 1,000,000 | |
Fair value issuance of shares | $ 30,000 | |
BCM Energy Investments [Member] | ||
Unproved Oil and Gas Properties (Textual) | ||
Issuance of shares | 750,000 | |
Fair value issuance of shares | $ 21,750 | |
Crestmont Operating, LLC [Member] | ||
Unproved Oil and Gas Properties (Textual) | ||
Total consideration of oil and gas property | $ 57,500 | |
Payments to oil and gas property | $ 5,000 | |
Issuance of shares | 750,000 | |
Fair value issuance of shares | $ 52,500 | |
Per share value | $ 0.07 | |
Oil and gas property, description | The property has four wells- one of the four being a salt water disposal well. |
Warrants (Details)
Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants, Outstanding, Beginning | 9,211,517 | 9,211,517 |
Warrants, Granted | 488,609 | |
Warrants, Exercised | ||
Warrants, Outstanding, Ending | 9,700,126 | 9,211,517 |
Warrants, Vested, December 31, 2017 | 9,700,126 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.21 | |
Weighted Average Exercise Price, Granted | 0.07 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending | 0.20 | $ 0.21 |
Weighted Average Exercise Price, Vested, December 31, 2017 | $ 0.20 | |
Weighted Average Contractual Term (years), Outstanding, Beginning | 1 year 7 months 24 days | 3 years 7 months 24 days |
Weighted Average Contractual Term (years), Granted | 4 years 5 months 12 days | |
Weighted Average Contractual Term (years), Outstanding, Ending | 10 months 3 days | 2 years 7 months 24 days |
Weighted Average Contractual Term (years), Vested, December 31, 2017 | 10 months 3 days | |
Aggregated Intrinsic Value, Outstanding, Beginning | $ 691,052 | |
Aggregated Intrinsic Value, Granted | ||
Aggregated Intrinsic Value, Outstanding, Ending | $ 691,052 | |
Aggregated Intrinsic Value, Vested, December 31, 2017 |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants (Textual) | ||
Exercise price of warrants | $ 0.20 | $ 0.21 |
Warrant [Member] | ||
Warrants (Textual) | ||
Expected Term of warrants | 5 years | |
Risk-free rate | 2.37% | |
Dividend | $ 0 | |
Volatility rate, minimum | 324.00% | |
Volatility rate, maximum | 339.00% | |
Fair value of warrants | $ 3,419,600 | |
Mr Santiago Peralta [Member] | Warrant [Member] | ||
Warrants (Textual) | ||
Warrants issued to purchase shares of common stock | 171,443 | |
Exercise price of warrants | $ 0.07 | |
Term of warrants | 5 years | |
Mr William Forkner [Member] | Warrant [Member] | ||
Warrants (Textual) | ||
Warrants issued to purchase shares of common stock | 158,583 | |
Exercise price of warrants | $ 0.07 | |
Term of warrants | 5 years | |
Mr Jay Wright [Member] | Warrant [Member] | ||
Warrants (Textual) | ||
Warrants issued to purchase shares of common stock | 158,583 | |
Exercise price of warrants | $ 0.07 | |
Term of warrants | 5 years |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Short - term debt | ||
Notes payable, Total | $ 15,000 | $ 15,000 |
Note payable to third party, interest at 6%, due August 10, 2011 [Member] | ||
Short - term debt | ||
Notes payable, Total | $ 15,000 | $ 15,000 |
Debt (Details Textual)
Debt (Details Textual) | 12 Months Ended |
Dec. 31, 2017 | |
Debt (Textual) | |
Note payable, interest rate percentage | 6.00% |
Note payable, due date | Aug. 10, 2011 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,366,557 | $ 2,013,467 |
Less valuation allowance | (1,366,557) | (2,013,467) |
Deferred income tax assets, net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | |||
Percentage of tax rate for federal and state taxes | 26.00% | ||
Net operating loss carry-forwards | $ 5,255,987 | $ 4,793,970 | |
Description of operating loss carryforwards expiration date | The net operating loss carryforwards will begin to expire in varying amounts from year 2022 to 2036. | ||
Deferred income tax asset | $ 1,366,557 | $ 2,013,467 | |
Description of corporate tax percentage | The U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning in 2018. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 06, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies (Textual) | |||
Rent expense | $ 5,137 | $ 14,311 | |
Contingent bonuses, description | Upon receipt of the initial payment, Alberto Mac Mullen is expected to be paid $200,000 for his services over the past ten years to the Company. Enrique Vidal is expected to be paid 3% of the total purchase price of the sale for his crucial role negotiating the contract with High Luck. | ||
Santiago Peralta [Member] | |||
Commitments and Contingencies (Textual) | |||
Annual salary | $ 80,000 | ||
Quarterly bonus | $ 5,000 | ||
Employment agreement, description | (1) year term and an annual salary of $80,000 plus a $5,000 quarterly bonus. The contract has an automatic one (1) year renewal, which was renewed originally in 2016, and, again, in 2017. Additionally, Mr. Peralta, alongside other company management, is eligible for participation of a bonus pool of up to 15% of net profits difference between the current quarter and the same quarter five years in the past. Mr. Peralta stopped receiving salary payments in October 2017. Mr. Peralta resigned as a Director on April 10, 2018. |
Investment in MHD Technoilogy (
Investment in MHD Technoilogy (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Investment in MHD Technoilogy (Textual) | |
Investment in equity | $ | $ 125,000 |
Investment in equity, shares | shares | 1,343,750 |
Common stock outstanding shares | 5.50% |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 1 Months Ended | |||||
Apr. 30, 2018 | Apr. 06, 2018 | Mar. 20, 2018 | Mar. 19, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Subsequent Events (Textual) | ||||||
Preferred stock, shares issued | ||||||
Subsequent Events [Member] | ||||||
Subsequent Events (Textual) | ||||||
Description of acquired entity | The Company agreed to acquire 100% of the issued and outstanding equity securities of Nipton, Inc. | |||||
Subsequent Events [Member] | Investor [Member] | ||||||
Subsequent Events (Textual) | ||||||
Conversion of common stock, description | Two convertible promissory notes were issued to investors for $15,000 each with a commitment of up to $500,000 throughout 2018. The notes are subject to annual interest of 6%, mature on March 20, 2021 and are convertible to common shares any time after 180 days from the issuance date at a price of $0.02 per share. The notes include a dilutive issuance provision when certain conditions are met. | |||||
Subsequent Events [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Preferred stock, shares issued | 160,000 | |||||
Conversion of common stock, description | Each share is convertible 1,000 to 1 into common stock, carries a dividend rate of 5% per annum on the face value, and is secured by the Nipton Properties. | |||||
Dividend rate percentage | 5.00% | |||||
Nipton Acquisition [Member] | Subsequent Events [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible shares issued | 160,000,000 | |||||
Common stock, par value | $ 0.0001 | |||||
American Green [Member] | Subsequent Events [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible shares issued | 160,000,000 | |||||
Owenership controlling interest | 82.00% | |||||
American Green [Member] | Subsequent Events [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible shares issued | 160,000 |