Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Oct. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CannAwake Corp | |
Entity Central Index Key | 1,112,985 | |
Trading Symbol | CANX | |
Amendment Flag | true | |
Amendment Description | The purpose of this Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q for the three-and six-month periods ended June 30, 2018 (unaudited) of CannAwake Corporation. (the “Company”), filed with the Securities and Exchange Commission on October 31, 2018 (the “Form 10-Q”), is to amend the Company’s unaudited consolidated financial statements (the “June 30, 2018 Financial Statements”) included in the Form 10-Q, to correct errors in the Consolidated Statements of Operations resulting from a provision for a deemed dividend (the “Preferred Deemed Dividend”) on the Company’s Series A Preferred Stock. The provision for the Preferred Deemed Dividend has been eliminated in the Company’s restated Consolidated Statements of Operations (unaudited) for the three-and six-month periods ended June 30, 2018 filed with this Amendment. This Amendment to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not, except as stated above, modify or update in any way disclosures made in the original Form 10-Q. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections. | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 43,915,132 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 254,691 | $ 14,886 |
Total current assets | 254,691 | 14,886 |
Vehicles, net | 27,063 | |
Land and Improvements, net | 5,759,929 | |
TOTAL ASSETS | 6,041,683 | 14,886 |
Current Liabilities: | ||
Accounts payable | 187,190 | 3,543 |
Accrued expenses | 13,627 | |
Line of credit - related party | 323,007 | |
Current portion of Mortgage Loans Payable | 555,532 | |
Mortgage Loans Payable (Related Party) | 1,043,563 | |
Accrued interest on Mortgage Loans Payable | 34,155 | |
Accrued interest on Mortgage Loans Payable (Related Party) | 13,045 | |
Notes payable | 15,000 | 25 |
Deposit toward T&M Sale | 500,000 | |
Total current liabilities | 2,685,119 | 3,568 |
Convertible Notes Payable | 195,000 | |
Mortgage Loans Payable, net of current portion | 2,176,884 | |
Total liabilities | 5,057,003 | 3,568 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock value | ||
Common stock $0.0001 par value - authorized 250,000,000 shares; 34,890,826 shares and 34,838,826 shares, issued and outstanding at June 30 2018 and December 31, 2017, respectively | 3,488 | |
Additional paid-in capital | 1,696,537 | |
Retained Earnings (Accumulated Deficit) | (715,361) | 11,318 |
Total stockholders' equity | 984,680 | 11,318 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 6,041,683 | 14,886 |
Preferred stock Series A | ||
Stockholders' Equity: | ||
Preferred stock value | $ 16 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 9,840,000 | 9,840,000 |
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 | 34,890,826 | 34,838,826 |
Common stock, shares outstanding | 34,890,826 | 34,838,826 |
Preferred stock Series A | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 160,000 | 160,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Sales | ||||
Costs and Expenses: | ||||
General and administrative | 659,181 | 688,634 | ||
Impairment loss on oil and gas properties | 44,703 | 44,703 | ||
Loss from operations | (703,884) | (733,337) | ||
Other Income (Expense): | ||||
Other income | 386 | 6,658 | ||
Other Income (Expense) | 386 | 6,658 | ||
Loss before income taxes | (703,498) | (726,679) | ||
Provision (benefit) for income taxes | ||||
NET LOSS | (703,498) | (726,679) | ||
Dividends on Series A Convertible Preferred Stock | (47,778) | (47,778) | ||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (751,276) | $ (774,457) | ||
Basic and Diluted Net Loss per common share | $ (0.02) | $ (0.05) | ||
Weighted average common shares - Basic and Diluted | 33,334,345 | 16,667,172 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (726,679) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 17,474 | |
Provision for bad debts | 275,490 | |
Impairment loss on oil and gas properties | 44,703 | |
Accounts payable | 322,132 | |
Accrued expense | (12,802) | |
Accrued interest | 34,155 | |
CASH USED IN OPERATING ACTIVITIES | (45,527) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash received from reverse merger | 1,292 | |
CASH PROVIDED BY INVESTING ACTIVITIES | 1,292 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash exercise of warrants | 3,640 | |
Proceeds from convertible debt | 165,000 | |
Proceeds from line of credit - related party | 115,400 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 284,040 | |
Effect of foreign exchange on cash | ||
NET INCREASE IN CASH | 239,805 | |
CASH AT BEGINNING OF YEAR | 14,886 | |
CASH AT YEAR END | 254,691 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non Cash investing and financing activities | ||
Recapitalization adjustment | 303,599 | |
Transfer of properties from American Green to Nipton | 5,775,979 | |
Forgiveness of mortgage loan treated as a capital contribution from American Green to Nipton | 2,000,000 | |
Expenses paid directly by line of credit - related party | 179,120 | |
Asset acquired paid directly by line of credit - related party | $ 28,487 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements of CannAwake Corporation (formerly Delta International Oil & Gas Inc.) (“we”, “our”, “CannAwake” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. On September 12, 2017 American Green, Inc. (“American Green”) entered into a Purchase Agreement with Roxanne Lang as Trustee for the Freeman-Lang Revocable Trust, et al, Roxanne M. Lang, individually, N.T.P., Inc., and Provident Corporation to purchase all of the real estate and buildings (together, with the associated land and fixtures) comprising the unincorporated township of Nipton, California for $5,012,888. American Green subsequently made improvements to the Nipton Properties. On March 6, 2018 American Green entered into a Purchase Agreement with Nipton, Inc. (“Nipton”), its wholly owned subsidiary, to purchase all of the real estate and buildings (together, with the associated land and fixtures) comprising the unincorporated township of Nipton, California in consideration for the assumption of the first and second deeds of trust and the acceptance of the third and fourth deeds of trust. On March 14, 2018 the Company entered into a Securities Exchange Agreement with American Green and its wholly owned subsidiary Nipton. On April 5, 2018, CannAwake and American Green closed the Nipton acquisition. At the closing of the Agreement, CannAwake 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, in exchange for all the outstanding shares of capital stock of Nipton. The shares accrue dividends at the rate of five percent per annum on the stated value of $25 per share. Following the closing of the acquisition, Nipton. became a wholly-owned subsidiary of the Company, with American Green, the former stockholder of Nipton, owning a controlling interest of approximately 82% of the outstanding shares of common stock of CannAwake. The transaction was accounted for as a reverse merger with Nipton as the accounting acquirer. The net liabilities of CannAwake as of March 31, 2018, as set forth below, were assumed by Nipton as a result of the reverse merger. Description Amount Cash $ 1,292 Other Assets 320,193 Accounts Payable (40,610 ) Other Current Liabilities (554,474 ) Long Term Liabilities (30,000 ) Total $ (303,599 ) On June 13, 2018, our Board approved changing the Company’s name to CannAwake Corporation, and authorized the filing by the Company in Delaware on June 13, 2018, of a Certificate of Amendment to the Company’s Certificate of Incorporation providing for changing the name of the Company from Delta International Oil & Gas Inc. (“Delta”) to CannAwake Corporation. The change of the Company’s name became effective August 9, 2018 following approval by the Financial Industry Regulatory Authority as effective for trading purposes in the OTC markets. The change of the Company’s name required only Board of Directors approval under the Delaware General Corporation Law; stockholder approval of the Company’s stockholders was not required. Our new trading symbol is “CANX” following the name change. 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 assets, 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. Revenue Recognition In May, 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605) and requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018. As a consequence of the adoption of Topic 606, we did not recognize lease income related to Nipton in the second quarter of 2018 since collectability was not probable. Impairment of long lived 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. 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. Property and equipment at June 30, 2018 consist of: Property & Equipment Book Accumulated Net Book Estimated Land $ 3,850,000 $ - $ 3,850,000 N/A Buildings 1,050,000 (8,750 ) 1,041,250 30 Other Improvements 875,979 (7,300 ) 868,679 30 Vehicles 28,487 (1,424 ) 27,063 5 Total $ 5,804,466 $ (17,474 ) $ 5,786,992 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 June 30, 2018 and December 31, 2017, 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 and convertible preferred stock. For the six months ended June 30, 2018, there were 169,648,126 potentially dilutive common shares outstanding. These potentially dilutive common shares are anti-dilutive during the six months ended June 30, 2018, due to our operating losses, and therefore, have not been included in the calculation of earnings per share. 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. 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 June 30, 2018 and December 31, 2017, there were no financial assets or liabilities that require to be fair valued on a recurring basis. Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company has chosen to adopt ASU 2017-11 as of April 1, 2018. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN Financial Condition The Company’s financial statements for the six months ended June 30, 2018 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 June 30, 2018 has an accumulated deficit of $715,361 which raises substantial doubt about the Company’s ability to continue as a going concern. Management Plans to Continue as a Going Concern CannAwake closed a reverse merger in April 2018. In the first quarter of 2018, CannAwake received $30,000 from two investors via convertible notes. In the second quarter of 2018, CannAwake received $165,000 from two investors via convertible notes. Additionally, the two investors have demonstrated interest in funding CannAwake’s operations up to $500,000 per investor throughout 2018. 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 June 30, 2018 do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement
Restatement | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | 3. RESTATEMENT The Company restated the financial statements for the three and six months ended June 30, 2018 to correct the error in the accounting of a beneficial conversion feature in the Series A convertible preferred stock. As disclosed in Note 11, the Company designated 160,000 shares of Series A convertible preferred stock with a par value of $0.0001 per share. The Company erroneously recognized a deemed dividend on the Series A convertible preferred stock due to a beneficial conversion feature. The Company later determined that it should not have recognized any beneficial conversion feature since this transaction is scoped out of ASC 470, “Debt”. This adjustment does not affect the June 30, 2018 consolidated balance sheet or the consolidated statement of cash flows for the six months ended June 30, 2018. The following table summarizes the correction on the consolidated statements of operations for the period ended June 30, 2018. As Previously Reported Adjustment As Restated For the three months ended June 30, 2018 Consolidated Statement of Operations: NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (11,807,276 ) $ 11,056,000 $ (751,276 ) Basic and Diluted Net Loss per common share $ (0.35 ) $ 0.33 $ (0.02 ) For the six months ended June 30, 2018 Consolidated Statement of Operations: NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (11,830,457 ) $ 11,056,000 $ (774,457 ) Basic and Diluted Net Loss per common share $ (0.71 ) $ 0.66 $ (0.05 ) |
Deposit Toward T&M Sale
Deposit Toward T&M Sale | 6 Months Ended |
Jun. 30, 2018 | |
Deposit Toward Tm Sale | |
DEPOSIT TOWARD T&M SALE | 4. DEPOSIT TOWARD T&M SALE On January 3, 2017, Delta received the acceptance of its offer for the sale of SAHF’s interest in the Tartagal and Morillo (“T&M”) 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 June 30, 2018 pending closing of the sale. Management does not expect to collect the balance of the purchase price. This deposit was assumed by Nipton as part of the reverse merger. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | 5. NOTES RECEIVABLE On May 25, 2017, Delta loaned $250,000 to 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. On July 26, 2017, Delta 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. During the six months ended June 30, 2018 the Company recorded a provision for bad debts of $275,490 related to the loans to SCO & Landmaster, and an impairment loss of $44,703 related to the Kieke Lease. |
Mortgage Notes Payable
Mortgage Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
MORTGAGE NOTES PAYABLE | 6. MORTGAGE NOTES PAYABLE On September 12, 2017 American Green entered into a Purchase Agreement with Roxanne Lang as Trustee for the Freeman-Lang Revocable Trust, et al, Roxanne M. Lang, individually, N.T.P., Inc., and Provident Corporation to purchase all of the real estate and buildings (together, with the associated land and fixtures) comprising the unincorporated township of Nipton, California for $5,012,888. In connection with the acquisition, American Green paid $2,012,888, in cash and issued two promissory notes to Freeman-Lang Revocable Trust and Provident Corporation for $2,630,000 and $370,000, respectively. American Green subsequently made improvements to the Nipton Properties. On March 6, 2018 American Green entered into a Purchase Agreement with Nipton, its wholly owned subsidiary, to purchase all of the real estate and buildings (together, with the associated land and fixtures) comprising the unincorporated township of Nipton, California in consideration for the assumption of the first and second deeds of trust and the acceptance of the third and fourth deeds of trust. On March 14, 2018 the Company entered into a Securities Exchange Agreement with American Green and its wholly owned subsidiary Nipton. The Agreement was consummated on April 5, 2018 whereby the Company acquired 100% of the issued and outstanding common shares of Nipton. The Company acquired all of the assets comprised of land and improvements and assumed $5,775,979 of mortgage notes payable secured by four recorded deeds of trust within Nipton. At the consummation of the Securities Exchange Agreement, the Third Deed of Trust was canceled, and the Fourth Deed of Trust was created. In connection with the acquisition, Nipton recognized the carrying value of the assets of $5,775,979 and assumed mortgage notes totaling $5,775,979, as follows: Note Amount First Deed of Trust $ 2,395,418 Second Deed of Trust 336,998 Third Deed of Trust (Related Party - American Green) 2,000,000 Fourth Deed of Trust (Related Party - American Green) 1,043,563 Total $ 5,775,979 As disclosed above, the $2,000,000 related to the third deed of trust was cancelled upon closing of the reverse merger and was recognized as a capital contribution from American Green. Mortgage notes payable at June 30, 2018 consist of the following: Description Current Long Term Accrued Payments Total First Deed of Trust $ 487,016 $ 1,908,402 $ 29,943 $ - $ 2,425,361 Second Deed of Trust 68,516 268,482 4,212 - 341,210 Subtotal (Third Party) 555,532 2,176,884 34,155 - 2,766,571 Fourth Deed of Trust (Related Party – American Green) 1,043,563 - 13,045 - 1,056,608 Total $ 1,599,095 $ 2,176,884 $ 47,200 - $ 3,823,179 The First Deed of Trust accrues annual interest at 5% and requires quarterly payments of principal and interest of $149,438 until its maturity on October 1, 2022. The Second Deed of Trust accrues annual interest at 5% and requires quarterly payments of principal and interest of $21,023 until its maturity on October 1, 2022. The Fourth Deed of Trust accrues interest at 5% annually and matures on April 1, 2019. It requires quarterly interest payments until its maturity date. All Trust Deeds are secured by the land and improvements at Nipton, California as shown on the consolidated balance sheet with a net book value of $5,759,929. The following table schedules the principal payments on the mortgage notes payable for the next five years as of June 30, 2018 Year Amount 2018 $ 274,316 2019 1,613,070 2020 598,521 2021 629,013 2022 661,059 Total $ 3,775,979 |
Line of Credit - Related Party
Line of Credit - Related Party | 6 Months Ended |
Jun. 30, 2018 | |
Line Of Credit Related Party [Abstract] | |
LINE OF CREDIT - RELATED PARTY | 7. LINE OF CREDIT – RELATED PARTY On March 14, 2018, the Company entered into a non-interest bearing $2,000,000 Revolving Line of Credit Agreement with American Green, Inc. The Line of Credit matures in one year with the Company retaining an option to extend the maturity six months, as long as it is not in default. During the quarter ended June 30, 2018, American Green advanced $323,007 to the Company and Nipton. Of this amount, $179,120 was in the form of expenses paid by American Green on behalf of the Company, $115,400 was received in cash, and $28,487 was in the form of an asset acquired for the Company paid directly by American Green. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | 8. CONVERTIBLE NOTES At March 31, 2018 Delta had $30,000 in outstanding convertible notes to two investors for $15,000 each. Each note has the same terms which are subject to annual interest of 6% maturing on March 20, 2021 and are convertible to common shares any time after 180 days from the issuance date at a price of $.02 per share. The notes include an antidilution provision when certain conditions are met, and each investor can’t convert into a certain number of common shares that would result in them owning more than 4.9% of the outstanding shares of the Company. These convertible notes were assumed by Nipton as part of the reverse merger. During the quarter ended June 30, 2018, the Company issued notes to certain investors totaling to $165,000. The notes bear an annual interest rate of 6% maturing on June 26, 2021 and are convertible to common shares any time after 180 days from the issuance date at a price of $.02 per share. The notes include an antidilution provision when certain conditions are met, and the investor can’t convert into a certain number of common shares that would result in owning more than 4.9% of the outstanding shares of the Company. As a result of the Company’s early adoption of ASU 2017-11, the anti-dilution provisions in the notes did not qualify for derivative accounting. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 9. WARRANTS Below is a table with a summary of warrant activity for the six months ended June 30, 2018. During the quarter ended June 30, 2018, the Company issued 52,000 common shares and received $3,640 as part of a cash basis exercise of warrants. Warrants Weighted Average Exercise Price Weighted Average Contractual Term (years) Aggregated Intrinsic Value Outstanding, December 31, 2017 9,700,126 $ 0.20 0.84 $ 0 Granted 0 0 - 0 Exercised (52,000 ) 0.07 - - Outstanding, March 31, 2018 9,648,126 $ 0.20 0.60 $ 0 Vested, March 31, 2018 9,648,126 $ 0.20 0.60 $ 0 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 10. NOTES PAYABLE Notes payable at June 30, 2018 and December 31, 2017 consist of: June 30, December 31, Note payable to third party, interest at 6%, due August 10, 2011 15,000 - Total $ 15,000 $ - The note is currently past due and is unsecured. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY In April 2018, CannAwake 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 Nipton’s properties. During the quarter ended June 30, 2018 the Company recognized $47,778 in dividends. The Company recognized a capital contribution of $2,000,000 in connection with the transfer of assets from American Green in March, 2018 and subsequent cancellation of the Third Deed of Trust for the same amount resulting from the reverse merger of the Company and Nipton. See Notes 1 and 6. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS During the quarter ended June 30, 2018, the Company entered into an agreement with an individual to sell 9 million common shares of the Company at a price of $0.035 per share for total cash consideration of $315,000 and received a partial payment of $100,000. This partial payment is recorded in Accounts Payable as of June 30, 2018. Subsequent to June 30, 2018, the Company received the remaining $215,000 and issued the 9 million common shares. Subsequent to June 30, 2018, the Company received $348,000 under 9 convertible promissory notes issued to investors. The notes are subject to annual interest of 6% maturing on March 20, 2021 and are convertible to common shares any time after 180 days from the issuance date at a price of $.02 per share. The notes include an antidilution provision when certain conditions are met, and each investor can’t convert into a certain number of common shares that would result in them owning more than 4.9% of the outstanding shares of the Company. Subsequent to June 30, 2018, the Company issued 24,306 common shares in consideration for the surrender of 106,583 warrants as part of a cashless exercise. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 assets, 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. |
Revenue Recognition | Revenue Recognition In May, 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605) and requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018. As a consequence of the adoption of Topic 606, we did not recognize lease income related to Nipton in the second quarter of 2018 since collectability was not probable. |
Impairment of long lived assets | Impairment of long lived 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. |
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. Property and equipment at June 30, 2018 consist of: Property & Equipment Book Accumulated Net Book Estimated Land $ 3,850,000 $ - $ 3,850,000 N/A Buildings 1,050,000 (8,750 ) 1,041,250 30 Other Improvements 875,979 (7,300 ) 868,679 30 Vehicles 28,487 (1,424 ) 27,063 5 Total $ 5,804,466 $ (17,474 ) $ 5,786,992 |
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 June 30, 2018 and December 31, 2017, 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 and convertible preferred stock. For the six months ended June 30, 2018, there were 169,648,126 potentially dilutive common shares outstanding. These potentially dilutive common shares are anti-dilutive during the six months ended June 30, 2018, due to our operating losses, and therefore, have not been included in the calculation of earnings per share. |
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. |
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 June 30, 2018 and December 31, 2017, there were no financial assets or liabilities that require to be fair valued on a recurring basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company has chosen to adopt ASU 2017-11 as of April 1, 2018. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of net liabilities reverse merger | Description Amount Cash $ 1,292 Other Assets 320,193 Accounts Payable (40,610 ) Other Current Liabilities (554,474 ) Long Term Liabilities (30,000 ) Total $ (303,599 ) |
Schedule of property and equipment | Property & Equipment Book Accumulated Net Book Estimated Land $ 3,850,000 $ - $ 3,850,000 N/A Buildings 1,050,000 (8,750 ) 1,041,250 30 Other Improvements 875,979 (7,300 ) 868,679 30 Vehicles 28,487 (1,424 ) 27,063 5 Total $ 5,804,466 $ (17,474 ) $ 5,786,992 |
Restatement (Tables)
Restatement (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of correction on consolidated statements of operations | As Previously Reported Adjustment As Restated For the three months ended June 30, 2018 Consolidated Statement of Operations: NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (11,807,276 ) $ 11,056,000 $ (751,276 ) Basic and Diluted Net Loss per common share $ (0.35 ) $ 0.33 $ (0.02 ) For the six months ended June 30, 2018 Consolidated Statement of Operations: NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (11,830,457 ) $ 11,056,000 $ (774,457 ) Basic and Diluted Net Loss per common share $ (0.71 ) $ 0.66 $ (0.05 ) |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of mortgage notes payable | Description Current Long Term Accrued Payments Total First Deed of Trust $ 487,016 $ 1,908,402 $ 29,943 $ - $ 2,425,361 Second Deed of Trust 68,516 268,482 4,212 - 341,210 Subtotal (Third Party) 555,532 2,176,884 34,155 - 2,766,571 Fourth Deed of Trust (Related Party – American Green) 1,043,563 - 13,045 - 1,056,608 Total $ 1,599,095 $ 2,176,884 $ 47,200 - $ 3,823,179 |
Schedule of principal payments on notes payable | Year Amount 2018 $ 274,316 2019 1,613,070 2020 598,521 2021 629,013 2022 661,059 Total $ 3,775,979 |
Nipton [Member] | |
Schedule of mortgage notes payable | Note Amount First Deed of Trust $ 2,395,418 Second Deed of Trust 336,998 Third Deed of Trust (Related Party - American Green) 2,000,000 Fourth Deed of Trust (Related Party - American Green) 1,043,563 Total $ 5,775,979 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of warrant activity | Warrants Weighted Average Exercise Price Weighted Average Contractual Term (years) Aggregated Intrinsic Value Outstanding, December 31, 2017 9,700,126 $ 0.20 0.84 $ 0 Granted 0 0 - 0 Exercised (52,000 ) 0.07 - - Outstanding, March 31, 2018 9,648,126 $ 0.20 0.60 $ 0 Vested, March 31, 2018 9,648,126 $ 0.20 0.60 $ 0 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | June 30, December 31, Note payable to third party, interest at 6%, due August 10, 2011 15,000 - Total $ 15,000 $ - |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) | Mar. 31, 2018USD ($) |
Accounting Policies [Abstract] | |
Cash | $ 1,292 |
Other Assets | 320,193 |
Accounts Payable | (40,610) |
Other Current Liabilities | (554,474) |
Long Term Liabilities | (30,000) |
Total | $ (303,599) |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details 1) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Book Value | $ 5,804,466 |
Accumulated Depreciation | (17,474) |
Net Book Value | 5,786,992 |
Land [Member] | |
Book Value | 3,850,000 |
Accumulated Depreciation | |
Net Book Value | 3,850,000 |
Buildings [Member] | |
Book Value | 1,050,000 |
Accumulated Depreciation | (8,750) |
Net Book Value | $ 1,041,250 |
Estimated Useful Life (years) | 30 years |
Other Improvements [Member] | |
Book Value | $ 875,979 |
Accumulated Depreciation | (7,300) |
Net Book Value | $ 868,679 |
Estimated Useful Life (years) | 30 years |
Vehicles [Member] | |
Book Value | $ 28,487 |
Accumulated Depreciation | (1,424) |
Net Book Value | $ 27,063 |
Estimated Useful Life (years) | 5 years |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies (Details Textual) - USD ($) | Apr. 05, 2018 | Sep. 12, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Basis of Presentation and Significant Accounting Policies (Textual) | ||||
Purchase of real estate and buildings | $ 5,012,888 | |||
Securities exchange agreement, description | CannAwake and American Green closed the Nipton acquisition. At the closing of the Agreement, CannAwake 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, in exchange for all the outstanding shares of capital stock of Nipton. The shares accrue dividends at the rate of five percent per annum on the stated value of $25 per share. Following the closing of the acquisition, Nipton. became a wholly-owned subsidiary of the Company, with American Green, the former stockholder of Nipton, owning a controlling interest of approximately 82% of the outstanding shares of common stock of CannAwake. | |||
Liabilities for uncertain tax positions | $ 0 | $ 0 | ||
Potentially dilutive common shares outstanding | 169,648,126 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Going Concern (Textual) | |||
Accumulated deficit | $ (715,361) | $ 11,318 | |
Line of credit received | $ 30,000 | ||
Proceeds from convertible debt | 165,000 | ||
Majority shareholders credit lines | $ 500,000 |
Restatement (Details)
Restatement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (751,276) | $ (774,457) | ||
Basic and Diluted Net Loss per common share | $ (0.02) | $ (0.05) | ||
As Previously Reported [Member] | ||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (11,807,276) | $ (11,830,457) | ||
Basic and Diluted Net Loss per common share | $ (0.35) | $ (0.71) | ||
Adjustment [Member] | ||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ 11,056,000 | $ 11,056,000 | ||
Basic and Diluted Net Loss per common share | $ 0.33 | $ 0.66 |
Restatement (Details Textual)
Restatement (Details Textual) - $ / shares | Jun. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2017 |
Restatement (Textual) | |||
Designated shares of Series A convertible preferred stock | 9,840,000 | 160,000 | 9,840,000 |
Par value, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Deposit Toward T&M Sale (Detail
Deposit Toward T&M Sale (Details) - USD ($) | Apr. 04, 2017 | Jan. 03, 2017 | Jun. 30, 2018 | Feb. 10, 2017 |
High Luck Group [Member] | ||||
Deposit Toward T&M Sale (Textual) | ||||
Sale of stock transaction, description | The consideration for 18% of Tartagal and Morillo will be $2,000,000 upon the transfer of the concessions, and 3% of gross revenues. | |||
Revenues from production of oil or gas | $ 2,000,000 | |||
Deposits | $ 2,000,000 | |||
Delta International Oil & Gas Inc. [Member] | ||||
Deposit Toward T&M Sale (Textual) | ||||
Deposits | $ 2,000,000 | |||
Escrow deposit | $ 500,000 |
Notes Receivable (Details)
Notes Receivable (Details) | 1 Months Ended | 6 Months Ended | |
Jul. 26, 2017USD ($) | Jun. 30, 2018USD ($) | May 25, 2017USD ($)CreditLines / Number | |
Notes Receivable (Textual) | |||
Description of interest rate terms | The note will also be prepaid from 25% of the production in the new wells. | ||
Provision for bad debts | $ 275,490 | ||
Impairment loss | $ 44,703 | ||
Landmaster Partners LLC [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% | ||
Second Chance Oil LLC [Member] | |||
Notes Receivable (Textual) | |||
Loaned amount | $ 250,000 | ||
Number of wells | CreditLines / Number | 2 |
Mortgage Notes Payable (Details
Mortgage Notes Payable (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Mortgage notes total | $ 5,775,979 |
First Deed of Trust [Member] | |
Mortgage notes total | 2,395,418 |
Second Deed of Trust [Member] | |
Mortgage notes total | 336,998 |
Third Deed of Trust (Related Party - American Green) [Member] | |
Mortgage notes total | 2,000,000 |
Fourth Deed of Trust (Related Party - American Green) [Member] | |
Mortgage notes total | $ 1,043,563 |
Mortgage Notes Payable (Detai_2
Mortgage Notes Payable (Details 1) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Current Principal Balance at June 30, 2018 | $ 1,599,095 |
Long Term Principal Balance at June 30, 2018 | 2,176,884 |
Accrued Interest | 47,200 |
Payments | |
Total Balance at June 30, 2018 | 3,823,179 |
First Deed of Trust [Member] | |
Current Principal Balance at June 30, 2018 | 487,016 |
Long Term Principal Balance at June 30, 2018 | 1,908,402 |
Accrued Interest | 29,943 |
Payments | |
Total Balance at June 30, 2018 | 2,425,361 |
Second Deed of Trust [Member] | |
Current Principal Balance at June 30, 2018 | 68,516 |
Long Term Principal Balance at June 30, 2018 | 268,482 |
Accrued Interest | 4,212 |
Payments | |
Total Balance at June 30, 2018 | 341,210 |
Subtotal (Third Party) [Member] | |
Current Principal Balance at June 30, 2018 | 555,532 |
Long Term Principal Balance at June 30, 2018 | 2,176,884 |
Accrued Interest | 34,155 |
Payments | |
Total Balance at June 30, 2018 | 2,766,571 |
Fourth Deed of Trust (Related Party - American Green) [Member] | |
Current Principal Balance at June 30, 2018 | 1,043,563 |
Long Term Principal Balance at June 30, 2018 | |
Accrued Interest | 13,045 |
Payments | |
Total Balance at June 30, 2018 | $ 1,056,608 |
Mortgage Notes Payable (Detai_3
Mortgage Notes Payable (Details 2) | Jun. 30, 2018USD ($) |
Year | |
2,018 | $ 274,316 |
2,019 | 1,613,070 |
2,020 | 598,521 |
2,021 | 629,013 |
2,022 | 661,059 |
Total | $ 3,775,979 |
Mortgage Notes Payable (Detai_4
Mortgage Notes Payable (Details Textual) - USD ($) | Sep. 12, 2017 | Mar. 14, 2017 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2018 |
Mortgage Notes Payable (Textual) | |||||
Purchase of real estate and buildings | $ 5,012,888 | ||||
Issued and outstanding common shares, percentage | 100.00% | ||||
Land and improvements | $ 5,775,979 | ||||
Carrying value of assets | $ 5,775,979 | $ 5,775,979 | |||
Mortgage notes, total | 5,775,979 | ||||
Maturity date | Mar. 20, 2021 | Jun. 26, 2021 | |||
Land and improvements | $ 5,759,929 | $ 5,759,929 | |||
Freeman-Lang Revocable Trust [Member] | |||||
Mortgage Notes Payable (Textual) | |||||
Promissory notes issued | 2,630,000 | ||||
Provident Corporation [Member] | |||||
Mortgage Notes Payable (Textual) | |||||
Promissory notes issued | $ 370,000 | ||||
First Deed of Trust [Member] | |||||
Mortgage Notes Payable (Textual) | |||||
Accrues annual interest, percentage | 5.00% | ||||
Payments of principal and interest | $ 149,438 | ||||
Maturity date | Oct. 1, 2022 | ||||
Second Deed of Trust [Member] | |||||
Mortgage Notes Payable (Textual) | |||||
Accrues annual interest, percentage | 5.00% | ||||
Payments of principal and interest | $ 21,023 | ||||
Maturity date | Oct. 1, 2022 | ||||
Fourth Deed of Trust (Related Party - American Green) [Member] | |||||
Mortgage Notes Payable (Textual) | |||||
Accrues annual interest, percentage | 5.00% | ||||
Maturity date | Apr. 1, 2019 | ||||
Third deed of trust [Member] | |||||
Mortgage Notes Payable (Textual) | |||||
Recognized as a capital contribution | $ 2,000,000 |
Line Of Credit - Related Party
Line Of Credit - Related Party (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Mar. 14, 2018 | |
Line of Credit - Related Party (Textual) | ||
Non-interest bearing | $ 2,000,000 | |
Advanced | $ 323,007 | |
Form of expenses paid | 179,120 | |
Received in cash | 115,400 | |
Asset acquired | $ 28,487 |
Convertible Notes (Details)
Convertible Notes (Details) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2018USD ($)Investors$ / shares | Jun. 30, 2018USD ($)$ / shares | |
Convertible Notes (Textual) | ||
Outstanding convertible notes | $ 30,000 | |
Number of investors | Investors | 2 | |
Annual interest | 6.00% | 6.00% |
Mature date | Mar. 20, 2021 | Jun. 26, 2021 |
Issuance price | $ / shares | $ .02 | $ .02 |
Notes antidilution provision, description | The notes include an antidilution provision when certain conditions are met, and each investor can’t convert into a certain number of common shares that would result in them owning more than 4.9% of the outstanding shares of the Company. These convertible notes were assumed by Nipton as part of the reverse merger. | The notes include an antidilution provision when certain conditions are met, and the investor can’t convert into a certain number of common shares that would result in owning more than 4.9% of the outstanding shares of the Company. |
Issued notes to certain investors | $ 165,000 | |
Investor [Member] | ||
Convertible Notes (Textual) | ||
Outstanding convertible notes | $ 15,000 | |
Investor One [Member] | ||
Convertible Notes (Textual) | ||
Outstanding convertible notes | $ 15,000 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants, Outstanding, Beginning | shares | 9,700,126 |
Warrants, Granted | shares | 0 |
Warrants, Exercised | shares | (52,000) |
Warrants, Outstanding, Ending | shares | 9,648,126 |
Warrants, Vested, March 31, 2018 | shares | 9,648,126 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 0.20 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.07 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 0.20 |
Weighted Average Exercise Price, Vested, March 31, 2018 | $ / shares | $ 0.20 |
Weighted Average Contractual Term (years), Outstanding, Beginning | 10 months 3 days |
Weighted Average Contractual Term (years), Outstanding, Ending | 7 months 6 days |
Weighted Average Contractual Term (years), Vested | 7 months 6 days |
Aggregated Intrinsic Value, Outstanding, Beginning | $ | $ 0 |
Aggregated Intrinsic Value, Granted | $ | 0 |
Aggregated Intrinsic Value, Outstanding, Ending | $ | 0 |
Aggregated Intrinsic Value, Vested, March 31, 2018 | $ | $ 0 |
Warrants (Details Textual)
Warrants (Details Textual) | 3 Months Ended |
Jun. 30, 2018USD ($)shares | |
Warrants (Textual) | |
Common shares issued | shares | 52,000 |
Cash received | $ | $ 3,640 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Total | $ 15,000 | |
Note payable to third party, interest at 6%, due August 10, 2011 [Member] | ||
Total | $ 15,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | 6 Months Ended |
Jun. 30, 2018 | |
Notes Payable (Textual) | |
Interest rate | 6.00% |
Notes payable due date | Aug. 10, 2011 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Stockholders' Equity (Textual) | |||
Designated shares of Series A preferred stock | 160,000 | 9,840,000 | 9,840,000 |
Par value, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Conversion of common stock, description | Each share is convertible 1,000 to 1 into common stock. | ||
Dividend rate percentage | 5.00% | ||
Capital contribution | $ 2,000,000 | ||
Dividends | $ 47,778 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | |
Subsequent Events (Textual) | |||
Sell of common shares | 9,000,000 | ||
Price per share | $ 0.035 | $ 0.035 | |
Total cash consideration | $ 315,000 | ||
Partial payment received | 100,000 | ||
Remaining payment received | $ 215,000 | ||
Issue of common shares | 9,000,000 | 9,000,000 | |
Annual interest | 6.00% | 6.00% | 6.00% |
Maturity date | Mar. 20, 2021 | Jun. 26, 2021 | |
Price per share | $ .02 | $ .02 | $ .02 |
Notes antidilution provision, description | The notes include an antidilution provision when certain conditions are met, and each investor can’t convert into a certain number of common shares that would result in them owning more than 4.9% of the outstanding shares of the Company. These convertible notes were assumed by Nipton as part of the reverse merger. | The notes include an antidilution provision when certain conditions are met, and the investor can’t convert into a certain number of common shares that would result in owning more than 4.9% of the outstanding shares of the Company. | |
Common shares issued | 24,306 | ||
Number of warrants surrender | 106,583 | ||
Investors [Member] | |||
Subsequent Events (Textual) | |||
Received under convertible promissory notes issued | $ 348,000 | $ 348,000 | |
Annual interest | 6.00% | 6.00% | |
Maturity date | Mar. 20, 2021 | ||
Price per share | $ 0.02 | $ 0.02 | |
Notes antidilution provision, description | The notes include an antidilution provision when certain conditions are met, and each investor can’t convert into a certain number of common shares that would result in them owning more than 4.9% of the outstanding shares of the Company. |