Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | Prairie Operating Co. |
Entity Central Index Key | 0001162896 |
Entity Tax Identification Number | 98-0357690 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 602 Sawyer Street |
Entity Address, Address Line Two | Suite 710 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77007 |
City Area Code | 713 |
Local Phone Number | 424-4247 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 602 Sawyer Street |
Entity Address, Address Line Two | Suite 710 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77007 |
City Area Code | 713 |
Local Phone Number | 424-4247 |
Contact Personnel Name | Edward Kovalik |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 27,020 | $ 246,358 | $ 2,785,188 |
Accounts receivable, (no allowance for doubtful accounts) | 427 | ||
Receivable from sale of investment | 90,000 | ||
Prepaid expenses | 26,799 | 40,702 | 107,749 |
Inventory | 18,725 | ||
Cryptocurrency | 302,654 | ||
Deposits on mining equipment | 4,673,680 | 7,613,230 | |
Total Current Assets | 53,819 | 5,050,740 | 10,827,973 |
Other Assets | |||
Property and equipment, net of accumulated depreciation of $747,216 and $89,136, respectively | 1,567,431 | 1,632,007 | 2,226,360 |
Right of use asset, net of accumulated amortization of $426,918 and $299,583 respectively | 127,335 | ||
Deposits on mining equipment | 4,721,280 | ||
Deposits and other assets | 110,350 | 110,350 | 18,201 |
Total Assets | 6,452,880 | 6,793,097 | 13,199,869 |
Current Liabilities | |||
Accounts payable and accrued expenses | 3,565,924 | 3,232,855 | 801,747 |
Accrued interest and expenses – related parties | 3,259,997 | 3,055,989 | 2,231,558 |
Convertible notes payable | 1,400,000 | 1,400,000 | |
Lease liability, current portion | 33,977 | ||
Accrued expenses – related party | |||
Secured convertible debenture(s) – related party(ies) | 4,993,700 | 4,993,700 | 2,500,000 |
Current liabilities associated with discontinued operations | 485,712 | 485,712 | 472,029 |
Total Current Liabilities | 13,705,333 | 13,168,256 | 6,039,311 |
Non-current liabilities: | |||
Lease liability, long term portion | 101,116 | ||
Secured convertible debenture – related party, net of unamortized debt discount of $0 | 2,500,000 | ||
SBA/PPP loans payable | 149,900 | 149,900 | 361,595 |
Total Long-Term Liabilities | 149,900 | 149,900 | 2,962,711 |
Total Liabilities | 13,855,233 | 13,318,156 | 9,002,022 |
Commitments and contingencies (Note 4) | |||
Stockholders’ equity (deficit): | |||
Common stock; $0.0001 par value; 100,000,000 shares authorized; 12,246,036 and 8,191,382 shares issued and outstanding, respectively | 1,224 | 1,224 | 819 |
Additional paid-in capital | 54,296,425 | 54,202,355 | 51,506,854 |
Members’ Deficit | (61,700,030) | (60,728,664) | (47,309,849) |
Total Members’ Deficit | (7,402,353) | (6,525,059) | 4,197,847 |
Total Liabilities and Members’ Deficit | 6,452,880 | 6,793,097 | 13,199,869 |
Prairie Operating Co LLC [Member] | |||
Current Assets | |||
Cash | 79,762 | 79,845 | |
Accounts receivable, (no allowance for doubtful accounts) | 0 | ||
Total Current Assets | 79,762 | 79,845 | |
Other Assets | |||
Deferred transaction costs | 1,973,058 | 1,760,665 | |
Total Assets | 2,052,820 | 1,840,510 | |
Current Liabilities | |||
Total Current Liabilities | 2,498,732 | 2,222,030 | |
Non-current liabilities: | |||
Total Long-Term Liabilities | |||
Total Liabilities | 2,498,732 | 2,222,030 | |
Commitments and contingencies (Note 4) | |||
Stockholders’ equity (deficit): | |||
Members’ Deficit | (445,912) | (381,520) | |
Total Members’ Deficit | (445,912) | (381,520) | |
Total Liabilities and Members’ Deficit | 2,052,820 | 1,840,510 | |
Prairie Operating Co LLC [Member] | Nonrelated Party [Member] | |||
Current Liabilities | |||
Accrued expenses – related party | 2,496,648 | 2,219,946 | |
Prairie Operating Co LLC [Member] | Related Party [Member] | |||
Current Liabilities | |||
Accrued expenses – related party | 2,084 | 2,084 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | 27 | 25 | 22 |
Series B Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | |||
Series C Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | $ 1 | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, accumulated depreciation | $ 811,792 | $ 747,216 | $ 89,136 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,246,036 | 12,246,036 | 8,191,382 |
Common stock, shares outstanding | 12,246,036 | 12,246,036 | 8,191,382 |
Allowance for doubtful accounts | $ 0 | ||
Right of use asset, accumulated amortization | $ 426,918 | 299,583 | |
Unamortized debt discount, non-current | $ 0 | $ 0 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 273,129 | 256,117 | 223,964 |
Preferred stock, shares outstanding | 273,129 | 256,117 | 223,964 |
Series B Preferred Stock [Member] | |||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,458 | 1,439 | 3,720 |
Preferred stock, shares outstanding | 1,458 | 1,439 | 3,720 |
Series C Preferred Stock [Member] | |||
Preferred stock, shares authorized | 15,000 | 15,000 | 15,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 7,630 | 7,630 | 7,880 |
Preferred stock, shares outstanding | 7,630 | 7,630 | 7,880 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||||
Revenues | $ 343,055 | $ 517,602 | $ 369,804 | ||
Expenses | |||||
Cryptocurrency mining costs | 6,305 | 386,342 | 1,071,458 | 281,790 | |
Depreciation and amortization | 64,576 | 164,520 | 658,080 | 112,512 | |
Stock based compensation | 170,120 | 1,923,105 | 2,681,201 | 12,338,424 | |
General and administrative expenses | 576,289 | 932,861 | 3,606,522 | 5,787,790 | |
Operating expenses | |||||
Impairment of mined cryptocurrency | 106,105 | 107,174 | 59,752 | ||
Total Expenses | 817,290 | 3,512,933 | 8,124,435 | 18,580,268 | |
Loss from operations | (817,290) | (3,169,878) | (7,606,833) | (18,210,464) | |
Other income (expense): | |||||
Realized loss on sale of cryptocurrency | (127,222) | ||||
Impairment of fixed assets | (5,231,752) | ||||
Loss on sale of investment | (19,104) | ||||
PPP loan forgiveness | 197,662 | 197,662 | 183,567 | ||
Interest expense | (154,076) | (148,064) | (613,827) | (1,175,217) | |
Other income | |||||
Total other income (expense) | (154,076) | 49,598 | (5,794,243) | (991,650) | |
Loss from operations before provision for income taxes | (971,366) | (3,120,280) | (13,401,076) | (19,202,114) | |
Provision for income taxes | |||||
Loss from continuing operations | (971,366) | (3,120,280) | (13,401,076) | (19,202,114) | |
Discontinued operations: | |||||
Income (loss) from discontinued operations | 31,185 | (17,738) | 78,242 | ||
Gain on sale of discontinued operations | 1,853,169 | ||||
Net income from discontinued operations | 31,185 | (17,738) | 1,931,411 | ||
Net Loss | (971,366) | (3,089,095) | (13,418,814) | (17,270,703) | |
Dividends on preferred stock | (95,472) | (99,510) | (364,384) | (372,325) | |
Earnings attributable to common stockholders | $ (1,066,838) | $ (3,188,605) | $ (13,783,198) | $ (17,643,028) | |
Earnings (loss) per common share: | |||||
Earnings (loss) per share from continuing operations, basic and diluted | $ (0.09) | $ (0.34) | $ (1.18) | $ (4.12) | |
Earnings per share from discontinued operations, basic and diluted | 0.41 | ||||
Earnings (loss) per share, basic and diluted | $ (0.09) | $ (0.34) | $ (1.18) | $ (3.71) | |
Weighted average common shares outstanding, basic and diluted | 12,246,036 | 9,427,905 | 11,648,878 | 4,755,244 | |
Prairie Operating Co LLC [Member] | |||||
Revenue: | |||||
Revenues | |||||
Expenses | |||||
General and administrative expenses | 64,392 | 461,520 | |||
Operating expenses | |||||
Total Expenses | 64,392 | 461,520 | |||
Discontinued operations: | |||||
Net Loss | $ (64,392) | $ (461,520) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Prairie Operating Co LLC [Member] | Noncontrolling Interest [Member] |
Balance - June 7, 2022 (date of inception) at Dec. 31, 2020 | $ 17 | $ 351 | $ 23,206,367 | $ (30,039,146) | $ (6,844,909) | $ (12,498) | |||
Beginning balance, shares at Dec. 31, 2020 | 173,993 | 3,506,752 | |||||||
Warrants issued for services | 2,270,015 | 2,270,015 | |||||||
Exercise of stock options | $ 30 | 50,595 | $ 50,625 | ||||||
Exercise of stock options, shares | 302,644 | 317,500 | |||||||
Conversion of series A preferred stock to common | $ (1) | $ 50 | (49) | ||||||
Conversion of series A preferred stock to common, shares | (8,750) | 500,000 | |||||||
Conversion of series B preferred stock to common | $ 95 | (95) | |||||||
Conversion of series B preferred stock to common, shares | (1,280) | 948,646 | |||||||
Dividend on Series A preferred stock | (254,322) | (254,322) | |||||||
Dividend on Series B preferred stock | (118,003) | (118,003) | |||||||
Net loss | (17,270,703) | (17,270,703) | |||||||
Stock based compensation | 9,726,950 | 9,726,950 | |||||||
Issuance of series A preferred stock to settle accrued liabilities and compensation | $ 6 | 588,044 | 588,050 | ||||||
Issuance of Series A preferred stock to settle accrued liabilities and compensation, shares | 58,721 | ||||||||
Issuance of common stock and warrants, net | $ 293 | 3,924,757 | 3,925,050 | ||||||
Issuance of common stock and warrants, net, shares | 2,933,340 | ||||||||
Issuance of series B preferred stock and warrants, net | 4,378,995 | 4,378,995 | |||||||
Issuance of series B preferred stock and warrants, net, shares | 5,000 | ||||||||
Issuance of series C preferred stock and warrants, net | $ 1 | 7,733,600 | 7,733,601 | ||||||
Issuance of series C preferred stock and warrants net, shares | 7,880 | ||||||||
Write-off of non-controlling interest | 12,498 | 12,498 | |||||||
Balance - December 31, 2022 at Dec. 31, 2021 | $ 22 | $ 1 | $ 819 | 51,506,854 | (47,309,849) | 4,197,847 | |||
Ending balance, shares at Dec. 31, 2021 | 223,964 | 3,720 | 7,880 | 8,191,382 | |||||
Warrants issued for services | 109,383 | 109,383 | |||||||
Exercise of Warrants | $ 60 | 899,940 | 900,000 | ||||||
Exercise of Warrants, shares | 600,000 | ||||||||
Replacement warrants issued | 1,608,000 | 1,608,000 | |||||||
Exercise of stock options | $ 19 | (19) | |||||||
Exercise of stock options, shares | 185,216 | ||||||||
Issuance of common stock for services | $ 3 | 44,997 | 45,000 | ||||||
Issuance of common stock for services, shares | 30,000 | ||||||||
Issuance of series A preferred stock to settle compensation | $ 2 | 160,718 | 160,720 | ||||||
Issuance of series A preferred stock to settle compensation, shares | 16,072 | ||||||||
Issuance of series B preferred stock to settle liabilities | 111,459 | 111,459 | |||||||
Issuance of series B preferred stock to settle liabilities, shares | 112 | ||||||||
Conversion of series A preferred stock to common | $ (2) | $ 119 | (117) | ||||||
Conversion of series A preferred stock to common, shares | (20,798) | 1,188,456 | |||||||
Conversion of series B preferred stock to common | $ 120 | (120) | |||||||
Conversion of series B preferred stock to common, shares | (1,532) | 1,208,751 | |||||||
Conversion of secured convertible debentures to common | $ 4 | 6,296 | 6,300 | ||||||
Conversion of secured convertible debenture to Common stock, shares | 36,000 | ||||||||
Dividend on Series A preferred stock | (66,763) | (66,763) | |||||||
Dividend on Series B preferred stock | (32,837) | (32,837) | |||||||
Net loss | (3,089,095) | (3,089,095) | |||||||
Balance - December 31, 2022 at Mar. 31, 2022 | $ 22 | $ 1 | $ 1,144 | 54,347,791 | (50,398,944) | 3,950,014 | |||
Ending balance, shares at Mar. 31, 2022 | 219,238 | 2,300 | 7,880 | 11,439,805 | |||||
Balance - June 7, 2022 (date of inception) at Dec. 31, 2021 | $ 22 | $ 1 | $ 819 | 51,506,854 | (47,309,849) | 4,197,847 | |||
Beginning balance, shares at Dec. 31, 2021 | 223,964 | 3,720 | 7,880 | 8,191,382 | |||||
Warrants issued for services | 472,501 | 472,501 | |||||||
Exercise of Warrants | $ 77 | 983,253 | 983,330 | ||||||
Exercise of Warrants, shares | 766,660 | ||||||||
Replacement warrants issued | 1,608,000 | 1,608,000 | |||||||
Exercise of stock options | $ 19 | (19) | |||||||
Exercise of stock options, shares | 185,216 | 217,500 | |||||||
Issuance of common stock for services | $ 3 | 44,997 | $ 45,000 | ||||||
Issuance of common stock for services, shares | 30,000 | ||||||||
Issuance of series A preferred stock to settle compensation | $ 6 | 555,694 | 555,700 | ||||||
Issuance of series A preferred stock to settle compensation, shares | 55,576 | ||||||||
Conversion of series A preferred stock to common | $ (3) | $ 134 | (131) | ||||||
Conversion of series A preferred stock to common, shares | (23,423) | 1,338,456 | |||||||
Conversion of series B preferred stock to common | $ 195 | (195) | |||||||
Conversion of series B preferred stock to common, shares | (2,472) | 1,962,448 | |||||||
Conversion of secured convertible debentures to common | $ 4 | 6,296 | 6,300 | ||||||
Conversion of secured convertible debenture to Common stock, shares | 36,000 | ||||||||
Dividend on Series A preferred stock | (273,497) | (273,497) | |||||||
Dividend on Series B preferred stock | (90,887) | (90,887) | |||||||
Net loss | (13,418,814) | (13,418,814) | |||||||
Recission of common stock issued for services | $ (3) | 3 | |||||||
Recission of common stock issued for services, shares | (30,000) | ||||||||
Issuance of common stock for investment | $ 17 | 99,983 | 100,000 | ||||||
Issuance of common stock for investment, shares | 169,205 | ||||||||
Issuance of series B preferred stock to settle liabilities | 189,466 | 189,466 | |||||||
Issuance of series B preferred stock to settle liabilities, shares | 191 | ||||||||
Issuance of common stock, net | (4) | (1) | (5) | ||||||
Issuance of common stock, net, shares | 11,502 | ||||||||
Conversion of series C preferred stock to common | $ 19 | (19) | |||||||
Conversion of series C preferred stock to common, shares | (250) | 185,167 | |||||||
Settlement to exchange warrant shares for convertible note | $ (60) | (899,940) | (900,000) | ||||||
Settlement to exchange warrant shares for convertible note, shares | (600,000) | ||||||||
Balance - December 31, 2022 at Dec. 31, 2022 | $ 25 | $ 1 | $ 1,224 | 54,202,355 | (60,728,664) | (6,525,059) | $ (381,520) | ||
Ending balance, shares at Dec. 31, 2022 | 256,117 | 1,439 | 7,630 | 12,246,036 | |||||
Balance - June 7, 2022 (date of inception) at Jun. 06, 2022 | |||||||||
Net loss | (461,520) | ||||||||
Capital contributions | 80,000 | ||||||||
Balance - December 31, 2022 at Dec. 31, 2022 | $ 25 | $ 1 | $ 1,224 | 54,202,355 | (60,728,664) | $ (6,525,059) | (381,520) | ||
Ending balance, shares at Dec. 31, 2022 | 256,117 | 1,439 | 7,630 | 12,246,036 | |||||
Exercise of stock options, shares | |||||||||
Issuance of series A preferred stock to settle compensation | $ 2 | 170,118 | $ 170,120 | ||||||
Issuance of series A preferred stock to settle compensation, shares | 17,012 | ||||||||
Issuance of series B preferred stock to settle liabilities | 19,424 | 19,424 | |||||||
Issuance of series B preferred stock to settle liabilities, shares | 19 | ||||||||
Dividend on Series A preferred stock | (75,784) | (75,784) | |||||||
Dividend on Series B preferred stock | (19,688) | (19,688) | |||||||
Net loss | (971,366) | (971,366) | (64,392) | ||||||
Capital contributions | |||||||||
Balance - December 31, 2022 at Mar. 31, 2023 | $ 27 | $ 1 | $ 1,224 | $ 54,296,425 | $ (61,700,030) | $ (7,402,353) | $ (445,912) | ||
Ending balance, shares at Mar. 31, 2023 | 273,129 | 1,458 | 7,630 | 12,246,036 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (971,366) | $ (3,089,095) | $ (13,418,814) | $ (17,270,703) | |
Adjustment to reconcile net loss to net cash used in operating activities: | |||||
Gain from sale of discontinued operations | (1,853,169) | ||||
Depreciation and amortization | 64,576 | 164,520 | 658,080 | 112,512 | |
Accretion of debt discount | 535,784 | ||||
Amortization of lease right | (148) | (7,759) | 5,423 | ||
Stock based compensation | 170,120 | 1,923,105 | 2,870,665 | 12,585,008 | |
Impairment of cryptocurrency | 106,105 | 107,174 | 59,752 | ||
Impairment of fixed assets | 5,231,752 | ||||
Realized loss on sale of cryptocurrency | 127,222 | ||||
Loss on sale of investment | 19,104 | ||||
PPP loan forgiveness | (197,662) | (197,662) | (183,567) | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 307 | 428 | 33,025 | ||
Receivable from sale of investment | 90,000 | (90,000) | |||
Prepaid expenses | 13,903 | (56,414) | 67,047 | (54,435) | |
Inventory | 1,906 | 18,725 | (18,725) | ||
Cryptocurrency, net of mining fees | (336,187) | (507,150) | (302,654) | ||
Current assets associated with discontinued operations | 233,018 | ||||
Security deposits | (92,149) | 102 | |||
Assets associated with discontinued operations | 180,683 | ||||
Accounts payable and accrued expenses | 556,501 | 446,413 | 3,371,431 | 569,459 | |
Accrued and unpaid dividends on preferred stock | (95,472) | (99,600) | (364,384) | (372,325) | |
Liabilities associated with discontinued operations | (8,384) | 13,683 | (1,228,911) | ||
Cash used in operating activities | (171,738) | (1,145,134) | (2,192,607) | (6,969,723) | |
Cash flow from investing activities: | |||||
Proceeds from sale of cryptocurrency | 575,408 | ||||
Purchase of investment | (125,000) | ||||
Proceeds from sale of investment | 90,000 | ||||
Deposits on mining equipment, net | (47,600) | 707,810 | 2,939,550 | (7,613,230) | |
Purchase of property and equipment | (2,111,932) | (5,295,478) | (2,315,496) | ||
Net cash used in investing activities | (47,600) | (1,404,122) | (1,815,520) | (9,928,726) | |
Cash Flows from Financing Activities | |||||
Proceeds from the issuance of common stock and warrants, net | 3,925,050 | ||||
Proceeds from the issuance of series B preferred stock and warrants, net | 4,378,995 | ||||
Proceeds from the issuance of series C preferred stock and warrants, net | 7,733,601 | ||||
Proceeds from the exercise of stock options | 50,625 | ||||
Proceeds from the exercise of warrants | 900,000 | 983,330 | |||
Proceeds from (payments to) SBA/PPP loans payable | (14,033) | (14,033) | 197,662 | ||
Proceeds from note payable | 500,000 | ||||
Proceeds from the sale of discontinued operations | 1,500,000 | ||||
Cash provided by investing activities | 885,967 | 1,469,297 | 17,785,933 | ||
Net increase in cash | (219,338) | (1,663,289) | (2,538,830) | 887,484 | |
Cash – beginning of period | 246,358 | 2,785,188 | 2,785,188 | 1,897,703 | |
Cash – end of period | 27,020 | 1,121,899 | $ 246,358 | 246,358 | 2,785,188 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for income taxes | |||||
Cash paid for interest | |||||
Supplemental disclosure of non-cash activity: | |||||
Issuance of series A preferred stock to settle accrued liabilities and compensation | 170,120 | 160,720 | 555,700 | 588,044 | |
Issuance of series B preferred stock to settle accrued liabilities | 19,424 | 111,459 | 189,466 | ||
Accrued dividends on preferred stock | 95,472 | ||||
Conversion of preferred stock to common stock | 239 | 348 | 145 | ||
Conversion of secured convertible debentures to common stock | $ 6,300 | 6,300 | |||
Dividends on preferred stock | $ 364,384 | $ 372,325 | |||
Issuance of common stock for investment | 100,000 | ||||
Settlement to exchange warrant shares for convertible note | $ 900,000 | ||||
Prairie Operating Co LLC [Member] | |||||
Cash Flows from Operating Activities | |||||
Net loss | (64,392) | (461,520) | |||
Changes in operating assets and liabilities: | |||||
Increase in accounts payable and accrued expenses | 64,309 | 461,365 | |||
Cash used in operating activities | (83) | (155) | |||
Cash Flows from Financing Activities | |||||
Proceeds from sale of options | 80,000 | ||||
Cash provided by investing activities | 80,000 | ||||
Net increase in cash | (83) | 79,845 | |||
Cash – beginning of period | 79,845 | ||||
Cash – end of period | 79,762 | 79,845 | $ 79,845 | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid for income taxes | |||||
Cash paid for interest | |||||
Supplemental disclosure of non-cash activity: | |||||
Accrued deferred transaction costs associated with the Merger and Exok Transaction | 178,893 | 1,350,744 | |||
Accrued deferred transaction costs associated with the PIPE Transaction | $ 33,501 | $ 409,921 |
Organization, Nature of Busines
Organization, Nature of Business and Basis of Presentation | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Organization, Nature of Business and Basis of Presentation | Note 1. Organization, Nature of Business and Basis of Presentation Organization On May 3, 2023, we changed our name from Creek Road Miners, Inc. to Prairie Operating Co. (the “Company,” “we,” “us” or “our” Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (known collectively as “legacy operations”). The Merger Agreement and Related Transactions On May 3, 2023, Prairie Operating Co., a Delaware corporation formerly named Creek Road Miners, Inc. completed its previously announced merger with Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie LLC”), pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023 (the “Merger Agreement,” and the closing thereunder, the “Closing”), by and among the Company, Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Prairie LLC, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Merger”). Upon consummation of the Merger, the Company changed its name from “Creek Road Miners, Inc.” to “Prairie Operating Co.” The Company continues to trade under the current ticker symbol “CRKR” and expects to commence trading on the OTCQB under the new name and ticker symbol “PROP” once FINRA processes the Company’s pending Rule 10b-17 action request pursuant to FINRA Rule 6490. Prior to the consummation of the Merger, the Company effectuated a series of restructuring transactions in the following order: (i) the Company’s Series A preferred stock, par value $ 0.0001 0.0001 0.0001 76,251,018 0.0001 12 30 12 1,000,000 0.175 110,250 630,000 318,750 1,821,429 6,608,220 Prior to the Closing, all of the Company’s then existing warrants to purchase shares of Common Stock and Series B Preferred Stock and options to purchase shares of Common Stock were cancelled and retired and ceased to exist without the payment of any consideration to the holders thereof. At the effective time of the Merger, membership interests in Prairie LLC were converted into the right to receive each member’s pro rata share of 65,647,676 In addition, the Company consummated the previously announced purchase of oil and gas leases, including all of Exok, Inc.’s, an Oklahoma corporation (“Exok”), right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado, together with certain other associated assets, data and records, consisting of approximately 3,157 4,494 3,000,000 To fund the Exok Transaction, the Company received an aggregate of $ 17.3 0.01 1,000 0.175 100 Nature of Business Cryptocurrency Mining We generate substantially all our revenue through cryptocurrency we earn through our mining activities. We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. Our mining operations commenced on October 24, 2021. We use special cryptocurrency mining computers (known as “miners”) to solve complex cryptographic algorithms to support the Bitcoin blockchain and, in return, receive Bitcoin as our reward. Miners measure their processing power, which is known as “hashing” power, in terms of the number of hashing algorithms solved (or “hashes”) per second, which is the miner’s “hash rate.” We participate in mining pools that pool the resources of groups of miners and split cryptocurrency rewards earned according to the “hashing” capacity each miner contributes to the mining pool. Since June 30, 2022 the Company has received Mining Equipment All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (ASIC) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (SHA-256) in return for Bitcoin cryptocurrency rewards. As of March 31, 2023, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity. On December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 6,762,000 4,016,600 4,016,600 As of March 31, 2023, none of the 600 miners purchased from Bitmain have been delivered to the Company. In May 2023, the Company paid shipping costs of $ 54,000 Mining Results The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The following table presents additional information regarding our cryptocurrency mining operations: Schedule of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 (1) 0.6 $ 7,350 Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency (0.6 ) (11,203 ) Realized gain on the sale of cryptocurrency — 3,853 Balance December 31, 2022 — $ — Balance beginning — $ — Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency — — Realized gain on the sale of cryptocurrency — — Balance March 31, 2023 (1) — $ — Balance ending - $ - (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Factors Affecting Profitability Our business is heavily dependent on the market price of Bitcoin. The prices of cryptocurrencies, specifically Bitcoin, have experienced substantial volatility. Further affecting the industry, and particularly for the Bitcoin blockchain, the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “halving.” For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block. The Bitcoin blockchain has undergone halving three times since its inception as follows: (1) on November 28, 2012 at block 210,000; (2) on July 9, 2016 at block 420,000; and (3) on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in March 2024 at block 840,000, when the reward will be reduced to 3.125 Bitcoin per block We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. S ince June 30, 2022 the Company has Our business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to its lowest price since December 2020. As of March 31, 2023 the market price of Bitcoin was $ 28,478 67,000 Government Regulation Cryptocurrency is increasingly becoming subject to governmental regulation, both in the U.S. and internationally. State and local regulations also may apply to our activities and other activities in which we may participate in the future. Numerous regulatory bodies have shown an interest in regulating blockchain or cryptocurrency activities. For example, on March 9, 2022 President Biden signed an executive order on cryptocurrencies. While the executive order does not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. Future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability. As the regulatory and legal environment evolves, we may become subject to new laws and regulation which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. | Note 1. Organization, Nature of Business and Basis of Presentation Organization Creek Road Miners, Inc. (formerly known as Wizard Brands, Inc., Wizard Entertainment, Inc., Wizard World, Inc., and GoEnergy, Inc.) was incorporated in Delaware on May 2, 2001. Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (known collectively as “legacy operations”). On August 6, 2021, we entered into an Asset Purchase Agreement (the “Informa Agreement”) with Informa Pop Culture Events, Inc., a Delaware corporation (“Informa”). Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 On September 15, 2021, we sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. Merger Agreement On October 24, 2022, the Company, Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Prairie (the “Merger”), with Prairie surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. At the effective time of the Merger (the “Effective Time”), the Company will (a) deliver the greater of (A) 2,000,000 0.0001 (B) the product of (x) the number of issued and outstanding shares of common stock immediately following the consummation of the Restructuring Transactions (as defined below) by the Company multiplied by (y) 33.33% to the members of Prairie (the “Prairie Members”) and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of common stock for $0.25 per share only exercisable if specific production hurdles are achieved. In connection with the Merger, the Company will cause the following restructuring transactions (the “Restructuring Transactions”): (1) all holders of the Company’s outstanding shares of Series A preferred stock, Series B preferred stock, Series C preferred stock, and 12% senior secured convertible debentures (the “Convertible Debentures”), and holders of certain warrants, certain convertible promissory notes and certain other accrued liabilities, will convert their respective shares of Series A preferred stock, Series B preferred stock, Series C preferred stock and Convertible Debentures, and respective warrants, convertible promissory notes and accrued liabilities into shares of common stock and (2) thereafter, the Company shall effect a reverse stock split of the common stock at a ratio between 1-23 and 1-30 (the “Reverse Stock Split”). Nature of Business Cryptocurrency Mining We generate substantially all our revenue through cryptocurrency we earn through our mining activities. We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. Our mining operations commenced on October 24, 2021. We use special cryptocurrency mining computers (known as “miners”) to solve complex cryptographic algorithms to support the Bitcoin blockchain and, in return, receive Bitcoin as our reward. Miners measure their processing power, which is known as “hashing” power, in terms of the number of hashing algorithms solved (or “hashes”) per second, which is the miner’s “hash rate.” We participate in mining pools that pool the resources of groups of miners and split cryptocurrency rewards earned according to the “hashing” capacity each miner contributes to the mining pool. Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Mining Equipment All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of December 31, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. On December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 6,762,000 3,969,000 47,600 Schedule of Market Price of Miners Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Remaining amount due $ 47,600 As of December 31, 2022, all 600 miners purchased from Bitmain have not been delivered to the Company, and will remain undelivered until all fees are paid to ship the miners from the Bitmain facility to the Company. Mining Results The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The following table presents additional information regarding our cryptocurrency mining operations: Schedule of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 (1) 0.6 $ 7,350 Balance beginning 0.6 $ 7,350 Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency (0.6 ) (11,203 ) Realized gain on the sale of cryptocurrency — 3,853 Realized gain (loss) on the sale of cryptocurrency — 3,853 Balance December 31, 2022 (1) — $ — Balance — $ — (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Factors Affecting Profitability Our business is heavily dependent on the market price of Bitcoin. The prices of cryptocurrencies, specifically Bitcoin, have experienced substantial volatility. Further affecting the industry, and particularly for the Bitcoin blockchain, the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “halving”. For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block. The Bitcoin blockchain has undergone halving three times since its inception as follows: (1) on November 28, 2012 at block 210,000; (2) on July 9, 2016 at block 420,000; and (3) on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in March 2024 at block 840,000, when the reward will be reduced to 3.125 Bitcoin per block. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million and the theoretical supply of new Bitcoin is exhausted. Many factors influence the price of Bitcoin, and potential increases or decreases in prices in advance of, or following, a future halving is unknown. We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. S ince June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Our business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to its lowest price since December 2020. As of December 31, 2022 the market price of Bitcoin was $ 16,547 67,000 Government Regulation Cryptocurrency is increasingly becoming subject to governmental regulation, both in the U.S. and internationally. State and local regulations also may apply to our activities and other activities in which we may participate in the future. Numerous regulatory bodies have shown an interest in regulating blockchain or cryptocurrency activities. For example, on March 9, 2022 President Biden signed an executive order on cryptocurrencies. While the executive order does not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. Future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability. As the regulatory and legal environment evolves, we may become subject to new laws and regulation which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors”. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
Prairie Operating Co LLC [Member] | |||
Organization, Nature of Business and Basis of Presentation | Note 1 – Organization and Nature of Business Organization, Nature of Business and Basis of Presentation Organization and General Prairie Operating Co., LLC (the “Company”) is a limited liability company formed under the laws of the State of Delaware on June 7, 2022. The Company was formed for the purpose of acquiring and operating oil and gas properties in the United States. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from June 7, 2022 (inception) to March 31, 2023, relates to the Company’s formation, the Merger (as defined below) and the Exok Acquisition (see Notes 1 and 5). As of March 31, 2023, the Company did not generate any operating revenues. Merger Agreement On October 24, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Prairie Operating Co., a Delaware corporation (“PrairieCo”), and Creek Road Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), pursuant to which Merger Sub merged with and into the Company (the “Merger”), with the Company surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of PrairieCo. The Merger closed on May 3, 2023 (the “Closing Date”). See Note 5 for further discussion. Acquisition of Oil and Gas Properties Concurrently with entering into the Merger Agreement, the Company entered into a purchase and sale agreement (the “PSA”) with Exok, Inc. (“Exok”) to acquire certain oil and gas leasehold interests (the “Exok Assets”) covering 23,485 37,030 28,182,000 24,000,000 4,182,000 | Note 1 – Organization and Nature of Business Organization, Nature of Business and Basis of Presentation Organization and General Prairie Operating Co., LLC (the “Company”) is a limited liability company formed under the laws of the State of Delaware on June 7, 2022. The Company was formed for the purpose of acquiring and operating oil and gas properties in the United States. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from June 7, 2022 (inception) to December 31, 2022, relates to the Company’s formation, the Merger (as defined below) and the Exok Acquisition (see Notes 1 and 6). As of December 31, 2022, the Company did not generate any operating revenues. The Company has selected December 31 as its fiscal year end. Merger Agreement On October 24, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Prairie Operating Co., a Delaware corporation (“PrairieCo”), and Creek Road Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), pursuant to which Merger Sub merged with and into the Company (the “Merger”), with the Company surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of PrairieCo. The Merger closed on May 3, 2023 (the “Closing Date”). See Note 6 for further discussion. Acquisition of Oil and Gas Properties Concurrently with entering into the Merger Agreement, the Company entered into a purchase and sale agreement (the “PSA”) with Exok, Inc. (“Exok”) to acquire certain oil and gas leasehold interests (the “Exok Assets”) covering 23,485 37,030 28,182,000 24,000,000 4,182,000 |
Going Concern Analysis
Going Concern Analysis | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Going Concern Analysis | Note 2. Going Concern Analysis Historically, we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred significant losses and experienced negative cash flow. The Company had net losses from continuing operations of $ 971,366 , and $ 3,095,699 , for the three months ended March 31, 2023 and 2022, respectively. We cannot predict if we will be profitable. We may continue to incur losses for an indeterminate period of time and may be unable to achieve profitability. An extended period of losses and negative cash flow may prevent us from successfully operating and expanding our business. We may be unable to achieve or sustain profitability on a quarterly or annual basis. On March 31, 2023, we had cash and cash equivalents of $ 27,020 , a working capital deficit of approximately $ 14 million, and an accumulated deficit of approximately $ 62 million. Upon closing of the Merger and related transactions on May 3, 2023, we received proceeds from the issuance of preferred stock of $ 17.3 million. A majority of these proceeds remain within the Company after the Merger and related transactions for use in our business. The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company can meet its obligations and has adequate liquidity to operate. Significant assumptions used in the Company’s forecasted model of liquidity in the next 12 months include its current cash position, inclusive of the impacts from the Merger and related transactions discussed above, and its ability to manage spending. Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the matters discussed herein. | Note 2. Going Concern Analysis Historically, we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred significant losses and experienced negative cash flow. The Company had net losses from continuing operations of $ 13,401,076 19,202,114 246,358 8.1 61 We have evaluated the significance of the uncertainty regarding the Company’s financial condition in relation to our ability to meet our obligations, which has raised substantial doubts about the Company’s ability to continue as a going concern. While it is very difficult to estimate our future liquidity requirements the Company believes that if it is unable close the Merger, or obtain debt and/or equity financing, existing cash resources will be depleted in early 2023. The Company may be able to generate cash through the sale of fixed assets, specifically cryptocurrency miners. However, the total cash generated would be significantly less than the total of the Company’s liabilities. There are no assurances that the Merger will close, that debt and/or equity financing can be obtained, or that the sale of fixed assets, specifically cryptocurrency miners can be achieved. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the matters discussed herein. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to close the merger with Prairie, or obtain debt and/or equity financing, and there are no assurances that either can occur. | |
Prairie Operating Co LLC [Member] | |||
Going Concern Analysis | Note 2 – Going Concern Going Concern Analysis Since its inception, the Company has incurred significant losses. The Company had a net loss of $ 64,392 79,762 2,418,970 445,912 17.3 The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company can meet its obligations and has adequate liquidity to operate. Significant assumptions used in Company’s forecasted model of liquidity in the next 12 months include PrairieCo’s current cash position, inclusive of the impacts from the Merger and related transactions discussed above, its ability to obtain funding from PrairieCo, and its ability to manage spending. Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months. The financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the matters discussed herein. | Note 3 – Going Concern Going Concern Analysis Since its inception, the Company has incurred significant losses. The Company had a net loss of $ 461,520 79,845 2,142,184 381,520 17.3 The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company can meet its obligations and has adequate liquidity to operate. Significant assumptions used in Company’s forecasted model of liquidity in the next 12 months include PrairieCo’s current cash position, inclusive of the impacts from the Merger and related transactions discussed above, its ability to obtain funding from PrairieCo, and its ability to manage spending. Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months. The financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the matters discussed herein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Such reclassifications did not affect net assets, net loss or cash flows as previously presented. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 Cryptocurrency Cryptocurrency (Bitcoin) is included in current assets in the accompanying consolidated balance sheets. The classification of cryptocurrencies as a current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. Impairment of Long-Lived Assets Long-lived assets are comprised of intangible assets and property and equipment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An estimate of undiscounted future cash flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists, pursuant to the provisions of FASB ASC 360-10 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows and fundamental analysis. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable value. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 9 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Leases The Company accounts for leases in accordance with the provisions of ASC 842, Leases. This standard requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues) for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cryptocurrency Mining Costs The Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations, including mining pool fees, natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. Stock-Based Compensation The Company periodically issues stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Income taxes We account for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Discontinued Operations On August 6, 2021, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Informa. Pursuant to the Asset Purchase Agreement, Creek Road Miners Corp. (formerly known as Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the three months ended March 31, 2023 and year ended December 31, 2022, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the three months ended March 31, 2023 and 2022, are classified as discontinued operations. Earnings (Loss) Per Common Share Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Potential common shares are excluded from the computation when their effect is antidilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the three months ended March 31, 2023 and 2022, because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at March 31, 2023 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 273,129 10 2,731,290 0.175 15,607,371 Series B preferred stock 1,458 1,080 1,574,640 0.500 3,149,280 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 5,000 1,080 5,400,000 0.500 10,800,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 100,089,456 (1) As of March 31, 2023 Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | Note 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The following table lists the Company’s wholly-owned subsidiaries as of December 31, 2022: Schedule of Company’s Wholly-owned Subsidiaries Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable Creek Road Miners Corp. (fka Kick the Can Corp.) Nevada, U.S.A. September 20, 2010 100 % Wizard Special Events, LLC California, U.S.A. June 5, 2018 100 % Creek Road Merger Sub, LLC Delaware, U.S.A. October 4, 2022 100 % Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Such reclassification did not affect net assets, net loss or cash flows as previously presented. Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less. In all periods presented, cash equivalents consist primarily of money market funds. Fair value of financial instruments Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3 – Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company has no fair value items required to be disclosed as of December 31, 2022 or 2021 under these requirements. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. However, in the case of the secured convertible debentures due to related parties, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 Cryptocurrency Cryptocurrency (Bitcoin) is included in current assets in the accompanying consolidated balance sheets. The classification of cryptocurrencies as a current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. Impairment of Long-Lived Assets Long-lived assets are comprised of intangible assets and property and equipment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An estimate of undiscounted future cash flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists, pursuant to the provisions of FASB ASC 360-10 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows and fundamental analysis. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable value. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 9 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Leases The Company accounts for leases in accordance with the provisions of ASC 842, Leases. This standard requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Our leases consist of leaseholds on office space. We utilized a portfolio approach in determining our discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues) for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cryptocurrency Mining Costs The Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations, including mining pool fees, fuel and natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. Reverse Stock Split We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. Stock-Based Compensation The Company periodically issues stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Discontinued Operations On August 6, 2021, the Company entered into the Informa Agreement with Informa. Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022. The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the years ending December 31, 2022 and 2021, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the years ending December 31, 2022 and 2021, are classified as discontinued operations. Earnings (Loss) Per Common Share Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Potential common shares are excluded from the computation when their effect is antidilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the years ended December 31, 2022 and 2021, because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at December 31, 2022 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 256,117 10 2,561,170 0.175 14,635,257 Series B preferred stock 1,439 1,080 1,554,120 0.500 3,108,240 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 10,000 1,080 10,800,000 0.500 21,600,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 109,876,302 (1) As of December 31, 2022 Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | |
Prairie Operating Co LLC [Member] | |||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less. Accounts Receivable and Allowance for Doubtful Accounts It is the Company’s policy to record accounts receivable at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of December 31, 2022, there were no no Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures A fair value hierarchy prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3 – Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The carrying amount of the Company’s cash and cash equivalents approximates fair value as of December 31, 2022. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Deferred Transaction Costs Deferred transaction costs are expenses directly related to the Merger and related transactions. These costs primarily consist of legal and accounting fees that the Company capitalized. On the date of the Merger, deferred transaction costs related to the PIPE Transaction will be reclassified to equity and the deferred transaction costs related directly to the Merger will be reclassified to the cost of the net assets acquired in the Merger. Accrued Expenses Accrued expenses in our balance sheet consist of $ 2,210,094 in legal costs, $ 9,552 in accounting costs, and $ 300 of other costs. Income Taxes The Company is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the members. As such, no recognition of federal or state income taxes for the Company have been provided for in the accompanying financial statements. Any uncertain tax position taken by the member is not an uncertain position of the Company. Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Deposits on Mining Equipment
Deposits on Mining Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deposits On Mining Equipment | ||
Deposits on Mining Equipment | Note 4. Deposits on Mining Equipment Deposits on mining equipment, consisted of the following: Schedule of Mining Equipment Cryptocurrency Miners Mobile Data Centers Total Balance December 31, 2021 $ 7,089,000 $ 524,230 $ 7,613,230 Deposits on equipment during the period 1,602,300 530,430 2,132,730 Equipment delivered during the period (4,722,300 ) (349,980 ) (5,072,280 ) Balance December 31, 2022 $ 3,969,000 $ 704,680 $ 4,673,680 Balance beginning $ 3,969,000 $ 704,680 $ 4,673,680 Deposits on equipment during the period 47,600 — 47,600 Equipment delivered during the period — — — Balance March 31, 2023 $ 4,016,600 $ 704,680 $ 4,721,280 Balance ending $ 4,016,600 $ 704,680 $ 4,721,280 All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (ASIC) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (SHA-256) in return for Bitcoin cryptocurrency rewards. As of March 31, 2023, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity. On December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 6,762,000 4,016,600 4,016,600 As of March 31, 2023, none of the 600 miners purchased from Bitmain have been delivered to the Company, and will remain undelivered until all fees are paid to ship the miners from the Bitmain facility to the Company. | Note 4. Deposits on Mining Equipment Deposits on mining equipment, consisted of the following: Schedule of Mining Equipment Cryptocurrency Miners Mobile Data Centers Total Balance December 31, 2020 $ — $ — $ — Deposits on equipment during the period 7,089,000 524,230 7,613,230 Equipment delivered during the period — — — Balance December 31, 2021 $ 7,089,000 $ 524,230 $ 7,613,230 Balance beginning $ 7,089,000 $ 524,230 $ 7,613,230 Deposits on equipment during the period 1,602,300 530,430 2,132,730 Equipment delivered during the period (4,722,300 ) (349,980 ) (5,072,280 ) Balance December 31, 2022 $ 3,969,000 $ 704,680 $ 4,673,680 Balance ending $ 3,969,000 $ 704,680 $ 4,673,680 All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of December 31, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. On December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 6,762,000 3,969,000 47,600 Schedule of Estimated Market Price of Miners Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Remaining amount due $ 47,600 As of December 31, 2022, all 600 miners purchased from Bitmain have not been delivered to the Company, and will remain undelivered until all fees are paid to ship the miners from the Bitmain facility to the Company. |
Cryptocurrency
Cryptocurrency | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disclosure Cryptocurrency Abstract | ||
Cryptocurrency | Note 5. Cryptocurrency The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The Company recognized impairments, or write downs, of cryptocurrency (Bitcoin) rewards to the lowest fair market value of Bitcoin from the time the reward was earned through the end of the reporting period. The impairments amounted to $ 0 106,105 Schedule of Additional Information of Cryptocurrency Mining Operations Quantity of Bitcoin US $ Amounts Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 0.6 $ 7,350 Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency (0.6 ) (11,203 ) Realized gain on the sale of cryptocurrency — 3,853 Balance December 31, 2022 — $ — Balance beginning — $ — Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency — — Realized gain on the sale of cryptocurrency — — Balance March 31, 2023 — $ — Balance ending — $ — (1) Since June 30, 2022 the Company has | Note 5. Cryptocurrency The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The Company recognized an impairment, or write down, of cryptocurrency (Bitcoin) rewards to the lowest fair market value of Bitcoin from the time the reward was earned through December 31, 2022. The impairment amounted to $ 107,174 59,752 Schedule of Additional Information of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance December 31, 2020 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Balance beginning 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 13.2 517,602 Mining pool operating fees (0.3 ) (10,452 ) Proceeds from the sale of cryptocurrency (19.5 ) (575,408 ) Realized loss on the sale of cryptocurrency — (127,222 ) Impairment of cryptocurrencies — (107,174 ) Balance December 31, 2022 (1) — $ — Balance ending — $ — (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 6. Property and Equipment Property and equipment, excluding those associated with discontinued operations, stated at cost, less accumulated depreciation and amortization, consisted of the following: Schedule of Property and Equipment March 31, 2023 December 31, 2022 Cryptocurrency miners $ 2,152,970 $ 2,152,970 Mobile data center 219,372 219,372 Computer equipment 6,881 6,881 Total 2,379,223 2,379,223 Less accumulated depreciation (811,792 ) (747,216 ) Net, Property and equipment $ 1,567,431 $ 1,632,007 Depreciation expense, excluding that associated with discontinued operations, for the three months ended March 31, 2023 and 2022 amounted to $ 64,576 164,520 All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (ASIC) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (SHA-256) in return for Bitcoin cryptocurrency rewards. As of March 31, 2023, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity. | Note 6. Property and Equipment Property and equipment, excluding those associated with discontinued operations, stated at cost, less accumulated depreciation and amortization, consisted of the following: Schedule of Property and Equipment 2022 2021 December 31, 2022 2021 Cryptocurrency miners $ 2,152,970 $ 1,784,062 Mobile data centers 219,372 518,663 Computer equipment 6,881 12,771 Total 2,379,223 2,315,496 Less accumulated depreciation (747,216 ) (89,136 ) Net, Property and equipment $ 1,632,007 $ 2,226,360 Depreciation expense, excluding that associated with discontinued operations, for the years ended December 31, 2022 and 2021 amounted to $ 658,080 112,512 5,231,752 All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of December 31, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. |
Amounts Due to Related Parties
Amounts Due to Related Parties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Amounts Due To Related Parties | ||
Amounts Due to Related Parties | Note 7. Amounts Due to Related Parties Amounts due to related parties as of March 31, 2023 consisted of the following: Schedule of Due to Related Parties Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued interest and expenses $ 375,000 $ 1,899,074 $ 985,923 $ 3,259,997 Current secured convertible debenture — 2,496,850 2,496,850 4,993,700 Total $ 375,000 $ 4,395,924 $ 3,482,773 $ 8,253,697 Amounts due to related parties as of December 31, 2022 consisted of the following: Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued interest and expenses $ 318,750 $ 1,825,195 $ 912,044 $ 3,055,989 Current secured convertible debenture — 2,496,850 2,496,850 4,993,700 Total $ 318,750 $ 4,322,045 $ 3,408,894 $ 8,049,689 As of March 31, 2023, the secured convertible debentures with an aggregate principal amount of $ 4,993,700 2,496,850 2,496,850 28,535,429 0.175 | Note 8. Amounts Due to Related Parties Amounts due to related parties as of December 31, 2022 consisted of the following: Schedule of Due to Related Parties Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued Interest and expenses $ 318,750 $ 1,825,195 $ 912,044 $ 3,055,989 Current secured convertible debentures — 2,496,850 2,496,850 4,993,700 Total $ 318,750 $ 4,322,045 $ 3,408,894 $ 8,049,689 Amounts due to related parties as of December 31, 2021 consisted of the following: Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued Interest and expenses $ 93,750 $ 1,525,479 $ 612,329 $ 2,231,558 Current secured convertible debenture — 2,500,000 — 2,500,000 Non-current secured convertible debenture — — 2,500,000 2,500,000 Total $ 93,750 $ 4,025,479 $ 3,112,329 $ 7,231,558 As of December 31, 2022, the Convertible Debentures with an aggregate principal amount of $ 4,993,700 2,496,850 2,496,850 28,535,429 0.175 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 8. Related Party Transactions The Company has entered into transactions with the following related parties: Related Party: Bristol Capital, LLC Bristol Capital, LLC (“Bristol Capital”) is managed by Paul L. Kessler. Mr. Kessler served as Executive Chairman of the Company from December 29, 2016, through November 24, 2020, when Mr. Kessler resigned his position, but continued to serve as member of the Board of Directors. On December 1, 2021, Mr. Kessler was again appointed Consulting Agreement On December 29, 2016, the Company entered into a Consulting Services Agreement with Bristol Capital. Pursuant to the Consulting Agreement, Mr. Kessler agreed to serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017. The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods, unless either the Company or Bristol Capital gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current term. Upon the execution of the agreement the Company granted Bristol Capital options to purchase up to an aggregate of 30,000 0.25 During the term, the Company will pay Bristol Capital, as amended, a monthly fee $ 18,750 5 200,000 On November 22, 2018, the Company agreed to issue 202,022 496,875 On August 3, 2020, the Company cancelled the 202,022 49,688 38,438 384,375 On March 1, 2021, the Company issued 22,500 225,000 During the three months ended March 31, 2023 and 2022, the Company incurred expenses of approximately $ 56,250 375,000 318,750 Non-Accountable Expense Reimbursement On September 7, 2021, Bristol Capital received a one-time non-accountable expense reimbursement of $ 200,000 Reimbursement of Legal Fees In January 2022, Bristol Capital was reimbursed for $ 12,040 Related Party: Bristol Capital Advisors, LLC Bristol Capital Advisors, LLC (“Bristol Capital Advisors”) is managed by Paul L. Kessler. Operating Sublease On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease with Bristol Capital Advisors. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months 8,000 0 83,054 Related Party: Bristol Investment Fund, Ltd. Bristol Investment Fund, Ltd. (“Bristol Investment Fund”) is managed by Bristol Capital Advisors, which in turn is managed by Paul L. Kessler. Securities Purchase Agreement – December 2016 On December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, pursuant to which the Company sold to Bristol Investment Fund, for a cash purchase price of $ 2,500,000 25,000 25,000 85,000 25,791 (i) Secured Convertible Debenture On December 1, 2016, the Company issued the Bristol Convertible Debenture with an initial principal balance of $ 2,500,000 December 30, 2018 12 Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the purchaser converts, in whole or in part, the Bristol Convertible Debenture into common stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Bristol Convertible Debenture (only as to that principal amount then being redeemed) and on the maturity date The Bristol Convertible Debenture is convertible into shares of the Company’s common stock at any time at the option of the holder. The initial conversion price was $ 3.00 3.00 50 The Bristol Convertible Debenture contains anti-dilution provisions where, if the Company, at any time while the Bristol Convertible Debenture is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less that is lower than the conversion price then in effect, the conversion price shall be reduced to the lower effective price per share. On December 19, 2019, the maturity date of the Bristol Convertible Debenture was amended to December 30, 2021 On May 1, 2020, the maturity date of the Bristol Convertible Debenture was amended to December 31, 2022. On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 0.25 10,000,000 On October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued operations that were sold during the year, the Bristol Convertible Debenture was amended to reduce the conversion price to $ 0.175 During March 31, 2022, the Bristol Convertible Debenture principal in the amount of $ 3,150 18,000 0.175 On December 31, 2022 the maturity date of the Bristol Convertible Debenture was amended to May 31, 2023. As of March 31, 2023, the Bristol Convertible Debenture with a principal amount of $ 2,496,850 14,267,714 0.175 As of March 31, 2023 and December 31, 2022, the amount of accrued interest payable to Bristol Investment Fund under the Bristol Convertible Debenture was $ 1,899,074 1,825,195 (ii) Series A Common Stock Purchase Warrants On December 1, 2016, the Company issued series A common stock purchase warrants to acquire up to 833,333 3.00 December 1, 2021 On December 19, 2019, as a result of the anti-dilution provisions, the issuance of the Barlock Convertible Debenture with a conversion price of $ 2.50 1,000,000 2.50 On December 19, 2019, Bristol Investment Fund assigned 300,000 December 1, 2024 700,000 2.50 On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 7,000,000 0.25 7,000,000 0.25 On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the Convertible Debentures to $ 0.175 10,000,000 0.175 On September 9, 2022, Bristol Investment Fund assigned 20 As of March 31, 2023, Bristol Investment Fund held series A common stock purchase warrants to acquire 10,000,000 0.175 In addition, the warrants may be exercised, in whole or in part, at any time until they expire. If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. (iii) Series B Common Stock Purchase Warrants On December 1, 2016, the Company issued series B common stock purchase warrants to acquire up to 833,333 0.002 December 1, 2021 1,667 Upon issuance of the Bristol Convertible Debenture, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $ 1,448,293 no Related Party: Barlock 2019 Fund, LP Barlock is managed by Scott D. Kaufman, who served as Chief Executive Officer of the Company from November 24, 2020, through May 11, 2022, and as co-Chief Executive Officer from May 12, 2022 through August 8, 2022, and as a Director from November 4, 2019, through August 8, 2022, and as Chairman of the Board of Directors from November 24, 2020, through December 1, 2021. Securities Purchase Agreement – December 2019 On December 19, 2019, the Company entered into the purchase agreement with Barlock, pursuant to which the Company sold to Barlock, for a cash purchase price of $ 2,500,000 25,400 (i) Secured Convertible Debenture On December 19, 2019, the Company entered issued the Barlock Convertible Debenture with an initial principal balance of $ 2,500,000 December 30, 2021 12 Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the purchaser converts, in whole or in part, the Barlock Convertible Debenture into common stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Barlock Convertible Debenture (only as to that principal amount then being redeemed) and on the maturity date. The Barlock Convertible Debenture is convertible into shares of the Company’s common stock at any time at the option of the holder. The initial conversion price was $ 2.50 2.50 50 The Barlock Convertible Debenture contains anti-dilution provisions where, if the Company, at any time while the Barlock Convertible Debenture is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less that is lower than the conversion price then in effect, the conversion price shall be reduced to the lower effective price per share. On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 0.25 10,000,000 On October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued operations that were sold during the year, the Barlock Convertible Debenture was amended to reduce the conversion price to $ 0.175 In March 2022, the principal amount of $ 3,150 18,000 0.175 As of March 31, 2023, the Barlock Convertible Debenture with a principal amount of $ 2,496,850 14,267,714 0.175 As of March 31, 2023 and December 31, 2022, the amount of accrued interest payable to Barlock under the Barlock Convertible Debenture was $ 985,923 912,044 (ii) Series A Common Stock Purchase Warrants On December 19, 2019, Bristol Investment Fund assigned to Barlock Capital Management, LLC series A common stock purchase warrants to acquire up to 300,000 2.50 December 1, 2024 On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 3,000,000 0.25 3,000,000 0.25 On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the secured convertible debenture to $ 0.175 4,285,714 0.175 As of March 31, 2023, Barlock Capital Management, LLC held series A common stock purchase warrants to acquire 4,285,714 0.175 In addition, the warrants may be exercised, in whole or in part, at any time until they expire. If at any time after the six month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company Upon issuance of the secured convertible debenture, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $ 545,336 no Related Party: Barlock Capital Management, LLC Barlock Capital Management, LLC, is managed by Scott D. Kaufman, who served as Chief Executive Officer of the Company from November 24, 2020, through May 11, 2022, and as co-Chief Executive Officer from May 12, 2022 through August 8, 2022, and as a Director from November 4, 2019, through August 8, 2022, and as Chairman of the Board of Directors from November 24, 2020, through December 1, 2021. From September 2021 through December 2021, the Company rented executive office space located at 2700 Homestead Road, Park City, UT 84098, for approximately $ 3,000 Related Party: American Natural Energy Corporation Scott D. Kaufman is a director and shareholder of American Natural Energy Corporation (“ANEC”). In addition, Richard G. Boyce is a former director of the Company who resigned from the Board on July 22, 2022, is also a director of ANEC. On October 22, 2021, the Company entered into an agreement with ANEC, where ANEC would: (i) allow the Company to moor a barge on the ANEC operations site with the Company’s mobile data center that houses cryptocurrency miners and a mobile turbine, and, (ii) supply natural gas to power a mobile turbine that produces electricity that, in turn, is used to power the miners. ANEC charged the Company for the amount of natural gas used based on the daily spot price of an unaffiliated third party, and a daily fee of $ 1,500 2,000 0 230,000 In addition, in January 2022, the Company began renting executive office space located at 2700 Homestead Road, Park City, UT 84098, for approximately $ 3,000 0 9,000 Related Party: Scott D. Kaufman, Chief Executive Officer On September 7, 2021, Scott D. Kaufman received a one-time non-accountable expense reimbursement of $ 200,000 Related Party: K2PC Consulting, LLC K2PC Consulting, LLC is managed by the spouse of Scott D. Kaufman. The company paid marketing fees to K2PC Consulting, LLC in the amount of $ 0 7,850 Related Party: John D. Maatta, Director John D. Maatta is a current director, and served as Chief Executive Officer of the Company until November 24, 2020, as co-Chief Executive Officer from May 12, 2022 through July 8, 2022, and again as Chief Executive Officer beginning on July 9, 2022. On November 22, 2018, the Company agreed to issue 86,466 212,707 On August 3, 2020, the Company cancelled the 86,466 21,271 29,496 294,965 35,100 351,000 100,000 125,000 126,000 no On March 1, 2021, 8,500 85,546 Related Party: CONtv CONtv is a joint venture with third parties and Bristol Capital, LLC. The Company holds a limited and passive interest of 10 0 | Note 9. Related Party Transactions The Company has entered into transactions with the following related parties: Related Party: Bristol Capital, LLC Bristol Capital, LLC (“Bristol Capital”), is managed by Paul L. Kessler. Mr. Kessler served as Executive Chairman of the Company from December 29, 2016, through November 24, 2020, when Mr. Kessler resigned his position, but continued to serve as member of the Board of Directors. On December 1, 2021 Mr. Kessler was again appointed Consulting Agreement On December 29, 2016, the Company entered into a Consulting Services Agreement with Bristol Capital (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Kessler agreed to serve as Executive Chairman of the Company. The initial term of the Consulting Agreement is from December 29, 2016 through March 28, 2017. The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods, unless either the Company or Bristol Capital gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current term. Upon the execution of the agreement the Company granted Bristol Capital options to purchase up to an aggregate of 30,000 0.25 During the term, the Company will pay Bristol Capital, as amended, a monthly fee $ 18,750 payable in cash or preferred stock, at the Company’s election. In addition, Bristol Capital may receive an annual bonus in an amount and under terms determined by the Compensation Committee of the Board and approved by the Board in its sole and absolute discretion. The Company shall also, in association with the Uplisting, issue to Bristol Capital (i) shares of common stock equal to 5 % of the fully diluted shares of common stock of the Company, calculated with the inclusion of Bristol Capital’s equity stock holdings and shares issuable upon conversion of convertible instruments, preferred stock, options, and warrants; and (ii) a onetime non-accountable expense reimbursement of $ 200,000 . On November 22, 2018, the Company agreed to issue 202,022 496,875 On August 3, 2020, the Company cancelled the 202,022 49,688 38,438 384,375 On March 1, 2021, the Company issued 22,500 225,000 During the years ended December 31, 2022 and 2021, the Company incurred expenses of approximately $ 225,000 318,750 93,750 Non-Accountable Expense Reimbursement On September 7, 2021, Bristol Capital received a one-time non-accountable expense reimbursement of $ 200,000 Reimbursement of Legal Fees In January 2022, Bristol Capital was reimbursed for $ 12,040 Related Party: Bristol Capital Advisors, LLC Bristol Capital Advisors, LLC (“Bristol Capital Advisors”), is managed by Paul L. Kessler. Operating Sublease On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease with Bristol Capital Advisors (the “Sublease”). The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months 8,000 0 83,054 Related Party: Bristol Investment Fund, Ltd. Bristol Investment Fund, Ltd. (“Bristol Investment Fund”) is managed by Bristol Capital Advisors, which in turn is managed by Paul L. Kessler. Securities Purchase Agreement – December 2016 On December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, pursuant to which the Company sold to Bristol Investment Fund, for a cash purchase price of $ 2,500,000 25,000 25,000 85,000 25,791 i) Secured Convertible Debenture On December 1, 2016, the Company issued the Bristol Convertible Debenture with an initial principal balance of $ 2,500,000 December 30, 2018 12 The Bristol Convertible Debenture is convertible into shares of the Company’s common stock at any time at the option of the holder. The initial conversion price was $ 3.00 3.00 50 The Bristol Convertible Debenture contains anti-dilution provisions where, if the Company, at any time while the Bristol Convertible Debenture is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less that is lower than the conversion price then in effect, the conversion price shall be reduced to the lower effective price per share. On December 19, 2019, the maturity date of the Bristol Convertible Debenture was amended to December 30, 2021 On May 1, 2020, the maturity date of the Bristol Convertible Debenture was amended to December 31, 2022. On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 0.25 10,000,000 On October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued operations that were sold during the year, the Bristol Convertible Debenture was amended to reduce the conversion price to $ 0.175 During March 2022, Bristol Convertible Debenture principal in the amount of $ 3,150 0.175 On December 31, 2022 the maturity date of the Bristol Convertible Debenture was amended to May 31, 2023. As of December 31, 2022 and 2021, the Bristol Convertible Debenture with a principal amount of $ 2,496,850 2,500,000 14,267,714 14,285,714 0.175 As of December 31, 2022 and 2021, the amount of accrued interest payable to Bristol Investment Fund under the Bristol Convertible Debenture was $ 1,825,195 1,525,479 (ii) Series A Common Stock Purchase Warrants On December 1, 2016, the Company issued series A common stock purchase warrants to acquire up to 833,333 3.00 December 1, 2021 On December 19, 2019, as a result of the anti-dilution provisions, the issuance of the Barlock Convertible Debenture with a conversion price of $ 2.50 1,000,000 2.50 On December 19, 2019, Bristol Investment Fund assigned 300,000 December 1, 2024 700,000 2.50 On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 7,000,000 0.25 7,000,000 0.25 On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the Convertible Debentures to $ 0.175 10,000,000 0.175 On September 9, 2022, Bristol Investment Fund assigned 20 As of December 31, 2022, Bristol Investment Fund held series A common stock purchase warrants to acquire 10,000,000 0.175 In addition, the warrants may be exercised, in whole or in part, at any time until they expire. If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. (iii) Series B Common Stock Purchase Warrants On December 1, 2016, the Company issued series B common stock purchase warrants to acquire up to 833,333 0.002 December 1, 2021 1,667 Upon issuance of the Bristol Convertible Debenture, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $ 1,448,293 0 Related Party: Barlock 2019 Fund, LP Barlock is managed by Scott D. Kaufman, who has served as Chief Executive Officer of the Company from November 24, 2020, through May 11, 2022, and as co-Chief Executive Officer from May 12, 2022 through August 8, 2022, and a former Director from November 4, 2019, through August 8, 2022, and former Chairman of the Board of Directors from November 24, 2020, through December 1, 2021. Securities Purchase Agreement – December 2019 On December 19, 2019, the Company entered into the purchase agreement with Barlock, pursuant to which the Company sold to Barlock, for a cash purchase price of $ 2,500,000 25,400 (ii) Secured Convertible Debenture On December 19, 2019, the Company entered issued a Barlock Convertible Debenture with an initial principal balance of $ 2,500,000 December 30, 2021 12 Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the purchaser converts, in whole or in part, the Barlock Convertible Debenture into common stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Barlock Convertible Debenture (only as to that principal amount then being redeemed) and on the maturity date. The Barlock Convertible Debenture is convertible into shares of the Company’s common stock at any time at the option of the holder. The initial conversion price was $ 2.50 2.50 50 The Barlock Convertible Debenture contains anti-dilution provisions where, if the Company, at any time while the Barlock Convertible Debenture is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less that is lower than the conversion price then in effect, the conversion price shall be reduced to the lower effective price per share. On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 0.25 10,000,000 On October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued operations that were sold during the year, the Barlock Convertible Debenture was amended to reduce the conversion price to $ 0.175 During March 2022, the principal amount of $ 3,150 18,000 0.175 As of December 31, 2022 and 2021, the Barlock Convertible Debenture with a principal amount of $ 2,496,850 2,500,000 14,267,714 14,285,714 0.175 As of December 31, 2022 and 2021, the amount of accrued interest payable to Barlock under the Barlock Convertible Debenture was $ 912,044 612,239 (ii) Series A Common Stock Purchase Warrants On December 19, 2019, Bristol Investment Fund assigned to Barlock Capital Management, LLC series A common stock purchase warrants to acquire up to 300,000 2.50 December 1, 2024 On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 3,000,000 0.25 3,000,000 0.25 On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the secured convertible debenture to $ 0.175 4,285,714 0.175 As of December 31, 2022, Barlock Capital Management, LLC held series A common stock purchase warrants to acquire 4,285,714 0.175 In addition, the warrants may be exercised, in whole or in part, at any time until they expire. If at any time after the six-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company Upon issuance of the secured convertible debenture, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $ 545,336 0 Related Party: Barlock Capital Management, LLC Barlock Capital Management, LLC, is managed by Scott D. Kaufman, who served as Chief Executive Officer of the Company from November 24, 2020, through May 11, 2022, and as co-Chief Executive Officer from May 12, 2022 through August 8, 2022, and a former Director from November 4, 2019, through August 8, 2022, and former Chairman of the Board of Directors from November 24, 2020, through December 1, 2021. From September 2021 through December 2021, the Company rented executive office space located at 2700 Homestead Road, Park City, UT 84098, for approximately $ 3,000 0 9,410 In addition, the Company paid management fees to Barlock Capital Management, LLC in the amount of $ 0 81,000 Related Party: American Natural Energy Corporation Scott D. Kaufman is a director and shareholder of American Natural Energy Corporation (“ANEC”). In addition, Richard G. Boyce is a former director of the Company who resigned from the Board on July 22, 2022, is also a director of ANEC. On October 22, 2021, the Company entered into an agreement with ANEC, where ANEC would: (i) allow the Company to moor a barge on the ANEC operations site with the Company’s mobile data center that houses cryptocurrency miners and a mobile turbine, and, (ii) supply natural gas to power a mobile turbine that produces electricity that, in turn, is used to power the miners. ANEC charges the Company for the amount of natural gas used based on the daily spot price of an unaffiliated third party, and a daily fee of $ 1,500 2,000 400,000 In addition, in January 2022, the Company began renting executive office space located at 2700 Homestead Road, Park City, UT 84098, for approximately $ 3,000 9,000 Related Party: Scott D. Kaufman, former Chief Executive Officer On September 7, 2021, Scott D. Kaufman received a one-time non-accountable expense reimbursement of $ 200,000 Related Party: K2PC Consulting, LLC K2PC Consulting, LLC is managed by the spouse of Scott D. Kaufman. The company paid marketing fees to K2PC Consulting, LLC in the amount of $ 7,850 24,500 Related Party: John D. Maatta, Director and Chief Executive Officer John D. Maatta is a current director, and served as Chief Executive Officer of the Company until November 24, 2020, as co-Chief Executive Officer from May 12, 2022 through July 8, 2022, and again as Chief Executive Officer beginning on July 9, 2022. On November 22, 2018, the Company agreed to issue 86,466 212,707 On August 3, 2020, the Company cancelled the 86,466 21,271 29,496 294,965 35,100 351,000 100,000 125,000 126,000 0 On March 1, 2021, 8,500 85,546 Related Party: CONtv CONtv is a joint venture with third parties and Bristol Capital, LLC. The Company holds a limited and passive interest of 10 0 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | Note 9. Convertible Notes Payable Creecal Holdings LLC (Assigned from Leviston Resources LLC) In connection with a loan in the principal amount of $ 500,000 500,000 the then due date of the Creecal Note was amended to May 31, 2023. The Creecal Note is convertible at the holder’s option at the conversion price of the Company’s Series C preferred stock then in effect (the “Creecal Note Conversion Price”), provided that so long as an event of default has not occurred under the Note and the Company’s Series B preferred stock remains outstanding, the Creecal Note Conversion Price shall not be lower than the conversion price of the Series B preferred stock. Unless the holder opts to convert the Creecal Note contemporaneously with the Merger , the Creecal Note will be immediately due and paid at the closing of the Merger. In the event the Merger is abandoned or cancelled the Creecal Note will be due 30 days after such event. In connection with the Merger and related transactions discussed in Note 1, all amounts payable under the Creecal Note were converted into shares of Common Stock. Alpha Capital Anstalt On August 24, 2022, the Company entered into an Agreement (the “Settlement”) with Alpha Capital Anstalt (“Alpha”). The Settlement relates to a dispute with the Company’s then-CEO in connection with Alpha’s partial exercise on March 20, 2022 of warrants to purchase 600,000 0.0001 900,000 Pursuant to the Settlement, Alpha agreed to exchange the 600,000 900,000 August 25, 2023 22 600,000 The Alpha Note is convertible at Alpha’s option at the conversion price of the Company’s Series C preferred stock then in effect (the “Alpha Note Conversion Price”). Upon notice that the Merger is imminent, Alpha will convert the Alpha Note at a 10 In connection with the Merger and related transactions discussed in Note 1, all amounts payable under the Alpha Note were converted into shares of Common Stock. | Note 10. Convertible Notes Payable Creecal Holdings LLC (Assigned from Leviston Resources LLC) In connection with a loan in the principal amount of $ 500,000 500,000 The Creecal Note is due on March 8, 2023 and shall 4 22 The Creecal Note is convertible at the holder’s option at the conversion price of the Company’s Series C preferred stock then in effect (the “Creecal Note Conversion Price”), provided that so long as an event of default has not occurred under the Note and the Company’s Series B preferred stock remains outstanding, the Creecal Note Conversion Price shall not be lower than the conversion price of the Series B preferred stock. Unless the holder opts to convert the Creecal Note contemporaneously with the Merger , the Creecal Note will be immediately due and paid at the closing of the Merger. In the event the Merger is abandoned or cancelled the Creecal Note will be due 30 days after such event. Alpha Capital Anstalt On August 24, 2022, the Company entered into an Agreement (the “Settlement”) with Alpha Capital Anstalt (“Alpha”). The Settlement relates to a dispute with the Company’s then-CEO in connection with Alpha’s partial exercise on March 20, 2022 of warrants to purchase 600,000 0.0001 900,000 Pursuant to the Settlement, Alpha agreed to exchange the 600,000 900,000 August 25, 2023 22 600,000 The Alpha Note is convertible at Alpha’s option at the conversion price of the Company’s Series C preferred stock then in effect (the “Alpha Note Conversion Price”). Upon notice that the Merger is imminent, Alpha will convert the Alpha Note at a 10% discount of the amounts owed thereunder into shares of common stock at the lower of: (i) the Alpha Note Conversion Price; or (ii) the lowest per share valuation attributed to the common stock in the Merger and any capital raise completed by the Company in connection with the Merger. |
SBA_PPP Notes Payable
SBA/PPP Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SBA/PPP Notes Payable | Note 10. SBA/PPP Notes Payable Small Business Administration Paycheck Protection Program Loans On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act was enacted and included a provision for the Small Business Administration (“SBA”) to implement its Paycheck Protection Program (“PPP”). The PPP provides small businesses with funds to pay payroll costs, including some benefits over a covered period of up to 24 weeks. Funds received under the PPP may also be used to pay interest on mortgages, rent, and utilities. Subject to certain criteria being met, all or a portion of the loan may be forgiven. The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term SBA Guaranteed PPP Loan On April 30, 2020, the Company entered into an SBA guaranteed PPP loan. The Company received aggregate proceeds of $ 197,600 1.00 183,567 no SBA Loan On May 31, 2020, the Company entered into a loan agreement with the SBA. The Company received aggregate proceeds of $ 149,900 3.75 149,900 Second Draw SBA Guaranteed PPP Loan On February 24, 2021, the Company entered into a Second Draw SBA guaranteed PPP loan. The Company received aggregate proceeds of $ 197,662 1.00 197,662 no The following table summarizes PPP/SBA loans payable: Schedule of Loans Payable March 31, 2023 December 31, 2022 As of March 31, 2023 December 31, 2022 SBA Guaranteed PPP Loan $ — $ — SBA Loan 149,900 149,900 Second Draw SBA Guaranteed PPP Loan — — Total $ 149,900 $ 149,900 | Note 12. SBA/PPP Notes Payable Small Business Administration Paycheck Protection Program Loans On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and included a provision for the Small Business Administration (“SBA”) to implement its Paycheck Protection Program (“PPP”). The PPP provides small businesses with funds to pay payroll costs, including some benefits over a covered period of up to 24 weeks. Funds received under the PPP may also be used to pay interest on mortgages, rent, and utilities. Subject to certain criteria being met, all or a portion of the loan may be forgiven. The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term SBA Guaranteed PPP Loan On April 30, 2020, the Company entered into an SBA guaranteed PPP loan. The Company received aggregate proceeds of $ 197,600 1.00 183,567 0 14,033 SBA Loan On May 31, 2020, the Company entered into a loan agreement with the SBA. The Company received aggregate proceeds of $ 149,900 3.75 149,900 Second Draw SBA Guaranteed PPP Loan On February 24, 2021, the Company entered into a Second Draw SBA guaranteed PPP loan. The Company received aggregate proceeds of $ 197,662 1.00 197,662 0 197,662 The following table summarizes PPP/SBA loans payable: Schedule of Loans Payable December 31, 2022 December 31, 2021 As of December 31, 2022 December 31, 2021 SBA Guaranteed PPP Loan $ — $ 14,033 SBA Loan 149,900 149,900 Second Draw SBA Guaranteed PPP Loan — 197,662 Total $ 149,900 $ 361,595 |
Contingencies and Commitments
Contingencies and Commitments | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Contingencies and Commitments | Note 11. Contingencies and Commitments Russia – Ukraine Conflict The Russia – Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. The Company does not receive goods or services sourced from those countries, does not anticipate any disruption in its supply chain and has no business relationships, connections to or assets in Russia, Belarus or Ukraine. No impairments to assets have been made due to the conflict. We are unable at this time to know the full ramifications of the Russia – Ukraine conflict and its effects on our business. | Note 13. Contingencies and Commitments Russia – Ukraine Conflict The Russia – Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. The Company does not receive goods or services sourced from those countries, does not anticipate any disruption in its supply chain and has no business relationships, connections to or assets in Russia, Belarus or Ukraine. No impairments to assets have been made due to the conflict. We are unable at this time to know the full ramifications of the Russia – Ukraine conflict and its effects on our business. | |
Prairie Operating Co LLC [Member] | |||
Contingencies and Commitments | Note 3 – Commitments and Contingencies Contingencies and Commitments The Company reimbursed members and others for reasonable, documented and customary out-of-pocket expenses incurred in connection with services provided related to the Company’s formation, the Merger and the Exok Acquisition (see Notes 1 and 5) upon closing. As of March 31, 2023, such expenses were approximately $ 10,000 | Note 4 – Commitments and Contingencies Contingencies and Commitments The Company reimbursed members and others for reasonable, documented and customary out-of-pocket expenses incurred in connection with services provided related to the Company’s formation, the Merger and the Exok Acquisition (see Notes 1 and 6) upon closing. As of December 31, 2022, such expenses were approximately $ 10,000 |
Common Stock Options
Common Stock Options | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Common Stock Options | Note 12. Common Stock Options On May 9, 2011, the Company adopted the 2016 Incentive Stock Award Plan (the “2011 Plan”), on August 12, 2016, the Company adopted the 2016 Incentive Stock Award Plan (the “2016 Plan”), on August 3, 2020, the Company adopted the 2020 Stock Plan (the “2020 Plan”), and on December 1, 2021, the Company adopted the 2021 Incentive Stock Award Plan (the “2021 Plan”), collectively (the “Plans”). The purpose of the Plans is to grant options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the 2020 Plan was 500,000 10,000,000 3,000,000 On August 21, 2020 the Board approved the repricing of the exercise price of outstanding stock options that had been issued to directors and employees to $ 0.25 Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes stock option activity during the three months ended March 31, 2023: Schedule of Stock Option Activity Weighted Average Options Exercise Price Outstanding at December 31, 2022 259,250 $ 0.25 Granted — — Exercised — — Forfeited/Cancelled — — Outstanding at March 31, 2023 259,250 $ 0.25 Exercisable at December 31, 2022 259,250 0.25 Exercisable at March 31, 2023 259,250 0.25 The weighted average remaining contractual life of all options outstanding, vested and exercisable as of March 31, 2023 was 1.8 zero Additional information regarding stock options outstanding and exercisable as of March 31, 2023 is as follows: Schedule of Stock Option Outstanding and Exercisable Option Remaining Exercise Options Contractual Options Price Outstanding Life (in years) Exercisable $ 0.25 259,250 1.8 259,250 | Note 14. Common Stock Options On May 9, 2011, the Company adopted the 2016 Incentive Stock Award Plan (the “2011 Plan”), on August 12, 2016, the Company adopted the 2016 Incentive Stock Award Plan (the “2016 Plan”), on August 3, 2020, the Company adopted the 2020 Stock Plan (the “2020 Plan”), and on December 1, 2021, the Company adopted the 2021 Incentive Stock Award Plan (the “2021 Plan”), collectively (the “Plans”). The purpose of the Plans is to grant options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the 2020 Plan was 500,000 10,000,000 10,000,000 On August 21, 2020 the Board approved the repricing of the exercise price of outstanding stock options that had been issued to directors and employees to $ 0.25 Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes stock option activity during the years ended December 31, 2022 and 2021: Schedule of Stock Option Activity Weighted Average Exercise Options Price Outstanding at December 31, 2020 789,250 $ 0.32 Granted 7,300,000 2.55 Exercised (317,500 ) 0.29 Forfeited/Cancelled (120,000 ) 0.30 Outstanding at December 31, 2021 7,651,750 $ 2.45 Granted — — Exercised (217,500 ) 0.42 Forfeited/Cancelled (7,175,000 ) 2.59 Outstanding at December 31, 2022 259,250 $ 0.25 Exercisable at December 31, 2020 451,448 $ 0.32 Exercisable at December 31, 2021 4,151,750 $ 2.28 Exercisable at December 31, 2022 259,250 $ 0.25 The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the years ended December 31, 2022 and 2021: Schedule of Assumptions Used to Estimate Fair Value of Options Assumptions Expected dividend yield 0 % Risk-free interest rate 0.12 0.82 % Expected life (in years) 2.5 3.0 Expected volatility 297 545 % The weighted average remaining contractual life of all options outstanding, vested and exercisable as of December 31, 2022 was 2.1 0 3,641,063 During the year ended December 31, 2022, the Company issued 185,216 217,500 7,175,000 During the year ended December 31, 2021, the Company granted to Directors and employees options to purchase a total of 7,300,000 17,850,000 9,726,950 8,925,000 302,644 317,500 50,625 On December 1, 2021, the Company granted certain of its Directors and employees options to purchase a total of 7,000,000 2.65 5 such time as there is a VWAP equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest; at such time as there is a VWAP equal to $3.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest; at such time as there is a VWAP equal to $3.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest; and at such time as there is a VWAP equal to $4.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest. Additional information regarding stock options outstanding and exercisable as of December 31, 2022 is as follows: Schedule of Stock Option Outstanding and Exercisable Option Remaining Exercise Options Contractual Options Price Outstanding Life (in years) Exercisable $ 0.25 259,250 2.1 259,250 |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common Stock Warrants | ||
Common Stock Warrants | Note 13. Common Stock Warrants On January 1, 2022, the Company granted warrants to purchase shares of the Company’s common stock to a consultant in connection with the issuance of Series C preferred stock as follows: a warrant to purchase 400,000 1.50 5 250,000 2.50 5 250,000 2.75 5 On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 1.50 1.50 1.50 1.50 On March 30, 2022, warrants to purchase 600,000 900,000 600,000 The following table summarizes common stock warrant activity during the three months ended March 31, 2023: Schedule of Stock Warrants Activity Common Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 21,984,266 $ 0.37 Granted — — Exercised — — Forfeited/Cancelled — — Outstanding at March 31, 2023 21,984,266 $ 0.37 (1) Exercisable at December 31, 2022 21,984,266 $ 0.37 Exercisable at March 31, 2023 21,984,266 $ 0.37 (1) On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 1.50 1.50 1.50 1.50 The weighted average remaining contractual life of all common stock warrants outstanding as of March 31, 2023 was 2.3 0 Additional information regarding common stock warrants outstanding and exercisable as of March 31, 2023 is as follows: Schedule of Stock Warrants Outstanding and Exercisable Warrant Remaining Exercise Warrants Contractual Warrants Price Outstanding Life (in years) Exercisable $ 0.175 14,285,714 1.7 14,285,714 0.50 6,318,552 3.7 6,318,552 1.00 300,000 1.0 300,000 1.50 400,000 3.8 400,000 1.53 180,000 1.4 180,000 2.50 250,000 3.8 250,000 2.75 250,000 3.8 250,000 Total 21,948,266 21,948,266 | Note 15. Common Stock Warrants During the year ended December 31, 2022, the Company granted warrants to purchase a total of 900,000 600,000 600,000 1,608,000 2,080,501 0 On January 1, 2022, the Company granted warrants to purchase shares of the Company’s common stock to a consultant in connection with the issuance of Series C preferred stock as follows: a warrant to purchase 400,000 1.50 5 250,000 2.50 5 250,000 2.75 5 On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 1.50 1.50 1.50 1.50 In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements (the “Support Agreements”) relating to the Merger. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreement amends the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders 0.50 . On March 30, 2022, warrants to purchase 600,000 900,000 600,000 During the three months ended September 30, 2022, warrants to purchase 166,660 83,330 1,210,000 During the three months ended December 31, 2022, warrants to purchase 1,120,000 On March 1, 2021, the Company granted warrants to purchase shares the Company’s common stock to certain consultants as follows: two warrants to purchase 100,000 0.50 5 2 100,000 1.00 5 2 350,000 50,000 0.50 On March 24, 2021, the Company granted warrants to purchase shares the Company’s common stock to a consultant as follows: a warrant to purchase 300,000 1.00 5 180,000 1.5278 5 From August 2021 through October 2021, in connection with the issuance of common stock, the Company issued warrants to acquire 2,933,340 1.50 5 If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company. On October 12, 2021, the Company granted certain directors warrants to purchase a total of 60,000 1.50 3 On October 20, 2021, the Company granted a director a warrant to purchase 400,000 1.50 3 20% upon execution of the Services Agreement; 20% on January 20, 2022; 20% on April 20, 2022; 20% on July 20, 2022; and 20% on October 20, 2022. On October 31, 2021, the Company granted a consultant warrants to purchase 750,000 1.50 3 40% upon execution of the Services Agreement; 20% on April 1, 2022; 20% on August 1, 2022; and 20% on December 1, 2022. During December 2021, in connection with the issuance of Series C preferred stock, the Company issued (i) warrants to acquire 1,750,936 2.50 5 1,750,936 2.75 5 If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. The warrants are callable by the Company if the VWAP as calculated over 20 consecutive trading days exceeds 200% of the then exercise price, and the average daily dollar volume for such measurement period exceeds 100,000 shares per trading day. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company. The following table summarizes common stock warrant activity during the years ended December 31, 2022 and 2021: Schedule of Stock Warrants Activity Common Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2020 10,300,000 $ 0.26 Results of anti-dilution provisions (1) 4,285,714 - (1) Granted 8,525,212 1.91 Exercised — — Forfeited/Cancelled (650,000 ) 1.81 Outstanding at December 31, 2021 22,460,926 $ 0.82 Results of anti-dilution provisions — — Granted 1,500,000 1.48 Exercised (766,660 ) 1.28 Forfeited/Cancelled (1,210,000 ) 1.50 Outstanding at December 31, 2022 21,984,266 $ 0.37 (2) Exercisable at December 31, 2020 10,300,000 $ 0.26 Exercisable at December 31, 2021 22,460,926 $ 0.80 Exercisable at December 31, 2022 21,984,266 $ 0.37 (2) (1) On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the secured convertible debenture to $ 0.175 10,000,000 14,285,714 0.175 (2) On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 per common share, in exchange for any warrants exercised at this time at the exercise price of $ 1.50 per common share. The issuance of replacement warrants has the effect of resetting the conversion price of all outstanding shares of Series C preferred stock to $ 1.50 per common share and resetting the exercise price of all outstanding warrants to $ 1.50 per common share in instances where those conversion and exercise prices are above $ 1.50 . Additionally, i n late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into the Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the held by Series B and Series C Preferred Stockholders 0.50 per common share . The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes calculation for the common stock warrants granted during the year ended December 31, 2021 and 2022: Schedule of Assumptions Used to Estimate Fair Value of Warrants Assumptions Expected dividend yield 0 % Risk-free interest rate 0.32 2.09 % Expected life (in years) 2 3 Expected volatility 291 297 % The weighted average remaining contractual life of all common stock warrants outstanding as of December 31, 2022 was 2.56 0 Additional information regarding common stock warrants outstanding and exercisable as of December 31, 2022 is as follows: Schedule of Stock Warrants Outstanding and Exercisable Warrant Remaining Exercise Warrants Contractual Warrants Price Outstanding Life (in years) Exercisable $ 0.175 14,285,714 1.9 14,285,714 0.50 6,318,552 3.9 6,318,552 1.00 300,000 1.2 300,000 1.50 400,000 4.0 400,000 1.53 180,000 1.7 180,000 2.50 250,000 4.0 250,000 2.75 250,000 4.0 250,000 Total 21,948,266 21,948,266 |
Series B Preferred Stock Warran
Series B Preferred Stock Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Series B Preferred Stock Warrants | ||
Series B Preferred Stock Warrants | Note 14. Series B Preferred Stock Warrants From March 2021 through December 2021, in connection with the issuance of Series B preferred stock, the Company issued (i) a warrant to acquire 5,000 1,000 March 26, 2023 5,000 1,000 March 26, 2024 The Company can force the exercise of the warrants if the VWAP exceeds $3.75 per share per share for 20 consecutive trading days and the daily average trading volume of the Common Stock exceeds $100,000 in aggregate value for such period. The warrant holder may not be forced to exercise the warrant if such exercise would cause the holder’s beneficial ownership to exceed 4.9% The Series B preferred stock issuable upon exercise of the Series B preferred stock warrants are automatically convertible into shares of common stock at the Series B conversion price. Each share of our Series B preferred stock is convertible into a number of shares of our common stock determined by dividing the aggregate stated value for the Series B preferred stock being converted ($1,080 per share, as amended, subject to adjustment as set forth in the currently effective Series B Certificate of Designation) by the then-applicable conversion price (initially $1.50 per share), subject to adjustment as set forth in the currently effective Series B Certificate of Designation 10,000 1,000 10,800,000 7,200,000 1.50 The following table summarizes Series B preferred stock warrant activity during the three months ended March 31, 2023: Schedule of Stock Warrants Activity Series B Preferred Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 10,000 $ 1,000 Granted — — Exercised — — Forfeited/Cancelled (5,000 ) 1,000 Outstanding at March 31, 2023 5,000 $ 1,000 Exercisable at March 31, 2023 5,000 1,000 The weighted average remaining contractual life of all Series B preferred stock warrants outstanding as of March 31, 2023 was 1.0 | Note 16. Series B Preferred Stock Warrants From March 2021 through December 2021, in connection with the issuance of Series B preferred stock, the Company issued (i) a warrant to acquire 5,000 1,000 March 26, 2023 5,000 1,000 March 26, 2024 In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into the Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders 0.50 The Series B preferred stock issuable upon exercise of the Series B preferred stock warrants are automatically convertible into shares of common stock at the Series B conversion price. Each share of our Series B preferred stock is convertible into a number of shares of our common stock determined by dividing the aggregate stated value for the Series B preferred stock being converted ($1,080 per share, as amended, subject to adjustment as set forth in the currently effective Series B Certificate of Designation) by the then-applicable conversion price (initially $1.50 per share), subject to adjustment as set forth in the currently effective Series B Certificate of Designation. 10,000 1,000 10,800,000 21,600,000 0.50 The following table summarizes Series B preferred stock warrant activity during the year ended December 31, 2022: Schedule of Stock Warrants Activity Series B Preferred Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 — $ — Granted 10,000 1,000 Exercised — — Forfeited/Cancelled — — Outstanding at December 31, 2022 10,000 $ 1,000 Exercisable at December 31, 2022 10,000 $ 1,000 The weighted average remaining contractual life of all Series B preferred stock warrants outstanding as of December 31, 2022 was 0.7 |
Common Stock
Common Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Common Stock | Note 15. Common Stock Holders of our Common Stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for our operations and expansion. Upon liquidation, dissolution or winding-up, the holders of our Common Stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities. The holders of our Common Stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue. We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action From August 2021 through October 2021, we consummated the transactions contemplated by the securities purchase agreement with the investors party thereto, pursuant to which, we generated net cash proceeds of $ 3,925,050 2,933,340 1.50 2,933,340 1.50 5 3.9 On January 25, 2022, the Company granted an officer 30,000 | Note 17. Common Stock Holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for our operations and expansion. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue. We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. From August 2021 through October 2021, we consummated the transactions contemplated by the securities purchase agreement with the investors party thereto, pursuant to which, we generated net cash proceeds of $ 3,925,050 2,933,340 1.50 2,933,340 1.50 5 3.9 On January 25, 2022, the Company granted an officer 30,000 On May 31, 2022, the Company issued 169,205 On August 24, 2022, the Company entered into the Settlement with Alpha. The Settlement relates to a dispute with the Company’s then-CEO in connection with Alpha’s partial exercise on March 20, 2022 of the Warrant Shares. Pursuant to the Settlement, Alpha agreed to exchange the Warrant Shares for the Alpha Note. As of December 31, 2022 Alpha had returned 600,000 |
Preferred Stock
Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Preferred Stock | Note 16. Preferred Stock Under the terms of the Certificate of Incorporation, our Board is expressly granted authority to authorize the issuance from time to time of shares of preferred stock in one or more series, for such consideration and for such corporate purposes as our Board may from time to time determines, and by filing a certificate pursuant to applicable law of the State of Delaware to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent permitted by the Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof. Series A Preferred Stock Holders of our Series A Preferred Stock are entitled to the number of votes per share equal to 2,000 12 10.00 0.25 On January 1, 2022, the Company granted an officer 7,722 77,216 On March 31, 2022, we issued 3,409 34,090 4,941 49,410 On June 30, 2022, we issued 5,361 53,610 4,941 49,410 On September 30, 2022, we issued: 902 9,020 2,958 29,580 8,333 83,333 3,426 34,260 On December 31, 2022, we issued: 3,792 37,920 5,000 50,000 4,110 41,100 685 6,850 On March 31, 2023, we issued: 3,792 37,920 5,000 4,110 41,100 4,110 41,100 During the three months ended March 31, 2023, no As of March 31, 2023, there were 273,129 2,731,290 15,607,371 0.175 Series B Preferred Stock Holders of our Series B Preferred Stock have no voting rights. Holders of our Series B Preferred Stock are entitled to receive a cumulative dividend on each share of Series B Preferred Stock issued and outstanding at the rate of five percent ( 5 ’ 1,080 1.00 1.50 51 9.99 From March 2021 through December 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC, pursuant to which, we generated net cash proceeds of $ 4,378,995 5,000 1,080 5,000 1,000 March 26, 2023 5,000 1,000 March 26, 2024 In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use their reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the conversion price of the Series B and Series C preferred stock to $ 0.50 amends the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders 0.50 and provides for the conversion of the Series B and Series C preferred stock into shares of the Company’s common stock immediately prior to the closing of the Merger. During the three months ended March 31, 2023, no As of March 31, 2023, there were 1,458 1,574,640 3,149,280 0.50 Series C Preferred Stock Holders of our Series C Preferred Stock have no voting rights. Holders of our Series C Preferred Stock are entitled to receive dividends on Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to any dividends paid on Common Stock. In the event of any liquidation, dissolution or winding up of our company, whether voluntary or involuntary, holders of our Series C Preferred Stock are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of Common Stock and Common Stock Equivalents (as defined in the Certificate of Designation) by reason of their ownership thereof, for each share held an amount equal to the Stated Value (as defined in the Certificate of Designation), plus fees, if any. The Series C Preferred Stock ranks junior to the Series B Preferred Stock as to rights upon a liquidation, dissolution or winding up of the Company. The Series C Preferred Stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Stated Value, currently $1,111, by the Series C Conversion Price, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any Common Stock or securities convertible into, exercisable, or exchangeable for Common Stock for no consideration or for consideration less than the applicable Series C Conversion Price in effect immediately prior to such issuance. We are entitled to redeem some or all of the outstanding shares of Series C Preferred Stock for cash in an amount equal to the Optional Redemption Amount (as defined in the Certificate of Designation). The Series C Preferred Stock is entitled to certain protective provisions and, without the written consent of at least 50.1% in Stated Value of the outstanding shares of the Series C Preferred Stock, we may not (or permit any of our subsidiaries to) enter into, create, incur, assume, guarantee or suffer to exist any indebtedness, other than Permitted Indebtedness (as defined in the Certificate of Designation). Shares of common stock issuable upon the conversion of Series C Preferred Stock are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 1.50 1.50 1.50 1.50 On July 7, 250 185,167 In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the conversion price of the Series B and Series C preferred stock to $ 0.50 amends the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders 0.50 and provides for the conversion of the Series B and Series C preferred stock into shares of the Company’s common stock immediately prior to the closing of the Merger. As of March 31, 2023, there were 7,630 8,476,930 16,953,860 0.50 | Note 18. Preferred Stock Under the terms of the Certificate of Incorporation, our Board is expressly granted authority to authorize the issuance from time to time of shares of preferred stock in one or more series, for such consideration and for such corporate purposes as our Board may from time to time determines, and by filing a certificate pursuant to applicable law of the State of Delaware to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent permitted by the Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof. Series A Preferred Stock Holders of our Series A preferred stock are entitled to the number of votes per share equal to 2,000 12 10.00 0.25 On January 1, 2022, the Company granted an officer 7,722 77,216 On March 31, 2022, we issued 3,409 34,090 4,941 49,410 On June 30, 2022, we issued 5,361 53,610 4,941 49,410 On September 30, 2022, we issued: 902 9,020 2,958 29,580 8,333 83,333 3,426 34,260 On December 31, 2022, we issued: 3,792 37,920 5,000 50,000 4,110 41,110 685 6,850 During the year ended December 31, 2022 and 2021, 23,423 8,750 1,338,456 500,000 As of December 31, 2022, there were 256,117 2,567,170 14,635,257 0.175 On March 1, 2021, we issued shares of our Series A preferred stock as follows: 8,500 85,546 22,500 225,000 8,300 83,332 On June 30, 2021, we issued 6,249 62,490 On September 30, 2021, we issued 6,249 62,490 On December 31, 2021, we issued 6,250 62,500 673 6,730 Series B Preferred Stock Holders of our Series B preferred stock have no voting rights. Holders of our Series B preferred stock are entitled to receive a cumulative dividend on each share of Series B preferred stock issued and outstanding at the rate of five percent ( 5 1,080 1.00 1.50 51 9.99 From March 2021 through December 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC, pursuant to which, we generated net cash proceeds of $ 4,378,995 5,000 1,080 5,000 1,000 March 26, 2023 5,000 1,000 March 26, 2024 In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the conversion price of the Series B and Series C preferred stock to $ 0.50 amends the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders 0.50 and provides for the conversion of the Series B and Series C preferred stock into shares of the Company’s common stock immediately prior to the closing of the Merger. During the years ended December 31, 2022 and 2021, 2,472 1,280 1,962,448 948,646 As of December 31, 2022, there were 1,439 1,554,120 3,108,240 0.50 Series C Preferred Stock Holders of our Series C preferred stock have no voting rights. Holders of our Series C preferred stock are entitled to receive dividends on Series C preferred stock equal (on an as-if-converted-to-Common-Stock basis) to any dividends paid on common stock. In the event of any liquidation, dissolution or winding up of our company, whether voluntary or involuntary, holders of our Series C preferred stock are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of common stock and Common Stock Equivalents (as defined in the Certificate of Designation) by reason of their ownership thereof, for each share held an amount equal to the Stated Value (as defined in the Certificate of Designation), plus fees, if any. The Series C preferred stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the Stated Value, currently $1,111, by the Series C Conversion Price, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for Common Stock for no consideration or for consideration less than the applicable Series C Conversion Price in effect immediately prior to such issuance. We are entitled to redeem some or all of the outstanding shares of Series C preferred stock for cash in an amount equal to the Optional Redemption Amount (as defined in the Certificate of Designation). The Series C preferred stock is entitled to certain protective provisions and, without the written consent of at least 50.1% in Stated Value of the outstanding shares of the Series C preferred stock, we may not (or permit any of our subsidiaries to) enter into, create, incur, assume, guarantee or suffer to exist any indebtedness, other than Permitted Indebtedness (as defined in the Certificate of Designation). Shares of common stock issuable upon the conversion of Series C preferred stock are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 1.50 1.50 1.50 1.50 On July 7, 250 185,167 In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the conversion price of the Series B and Series C preferred stock to $ 0.50 amends the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders 0.50 and provides for the conversion of the Series B and Series C preferred stock into shares of the Company’s common stock immediately prior to the closing of the Merger. As of December 31, 2022, there were 7,630 8,476,930 16,953,860 0.50 During December 2021, we consummated the transactions contemplated by the securities purchase agreement with the investors party thereto, pursuant to which we generated net cash proceeds of $ 7,733,601 7,880 1,111 1,750,936 2.50 5 1,750,936 2.75 5 |
Discontinued Operations
Discontinued Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued Operations | Note 17. Discontinued Operations On August 6, 2021, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Informa. Pursuant to the Agreement, Creek Road Miners Corp. (formerly known as Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 of this amount. On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 Schedule of Gain from Sale of Discontinue Operation Description Amount Net cash paid on the closing date $ 1,500,000 Less: Current assets 36,060 Inventory 193,300 Fixed assets, net 16,700 Intangible assets, net 123,200 Total 369,260 Gain from sale $ 1,130,740 CONtv is a joint venture with third parties and Bristol Capital, LLC. The Company holds a limited and passive interest of 10 0 0 Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events, and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (collectively known as “legacy operations”). The related assets and liabilities associated with the discontinued operations in our condensed consolidated balance sheets for the three months ended March 31, 2023 and year ended December 31, 2022, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022, are classified as discontinued operations. The assets and liabilities related to discontinued operations consists of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement March 31, December 31, 2023 2022 Assets Current assets: Prepaid expenses $ — $ — Inventory — — Total current assets — — Other assets: Property and equipment, net — — Intangible assets, net — — Total assets $ — $ — Liabilities Current liabilities: Accounts payable and accrued expenses $ 485,712 $ 485,712 Deferred revenue — — Due to CONtv — — Total liabilities $ 485,712 $ 485,712 In addition, revenue and expenses from discontinued operations were as follows: 2023 2022 Three Months Ended March 31, 2023 2022 Revenue $ — $ — Operating costs and expenses: Cost of revenue — — General and administrative — — Total operating expenses — — Loss from operations — — Other income (expense): Other income — 31,185 Interest income — — Loss on disposal of fixed assets — — Total other income (expense) — 31,185 Income (loss) from discontinued operations $ — $ 31,185 | Note 19. Discontinued Operations On August 6, 2021, the Company entered into the Informa Agreement with Informa. Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 of this amount. On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 Schedule of Gain from Sale of Discontinue Operation Description Amount Net cash paid on the closing date $ 1,500,000 Less: Current assets 36,060 Inventory 193,300 Fixed assets, net 16,700 Intangible assets, net 123,200 Total 369,260 Gain from sale $ 1,130,740 CONtv is a joint venture with third parties and Bristol Capital, LLC. The Company holds a limited and passive interest of 10 0 0 Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events, and sold a gelatin machine and related consumables that were discontinued in 2021 In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (collectively known as “legacy operations”). The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the years ending December 31, 2022 and 2021, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the years ending December 31, 2022 and 2021, are classified as discontinued operations. The assets and liabilities related to discontinued operations consists of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement December 31, December 31, 2022 2021 Assets Current assets: Prepaid expenses $ — $ — Inventory — — Total current assets — — Other assets: Property and equipment, net — — Intangible assets, net — — Total assets $ — $ — Liabilities Current liabilities: Accounts payable and accrued expenses $ 485,712 $ 472,029 Deferred revenue — — Due to CONtv — — Total liabilities $ 485,712 $ 472,029 In addition, revenue and expenses from discontinued operations were as follows: 2022 2021 Years Ended December 31, 2022 2021 Revenue $ 43,580 $ 829,767 Operating costs and expenses: Cost of revenue 59,037 776,719 General and administrative — 842,097 Total operating expenses 59,037 1,618,816 Loss from operations (15,457 ) (789,049 ) Other income (expense): Other income (2,281 ) 867,288 Interest income — — Loss on disposal of fixed assets — 1,853,169 Total other income (expense) (2,281 ) 2,720,457 Income (loss) from discontinued operations $ (17,738 ) $ 1,931,108 |
Subsequent Events
Subsequent Events | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Subsequent Events | Note 18. Subsequent Events Merger The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustments in these condensed consolidated financial statements. As described in Note 1, on May 3, 2023, the Company consummated the Merger. Reimbursements Following the Merger, the Board approved a one-time payment of $ 250,000 | Note 20. Subsequent Events Decrease in Market Price of Bitcoin, and Increase in Cost of Natural Gas Our business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to its lowest price since December 2020. As of December 31, 2022 the market price of Bitcoin was $ 16,547 67,000 On March 2, 2023, we entered into a Master Services Agreement and Order Form (the “Master Services Agreement”) with Atlas Power Hosting, LLC (“Atlas”). Atlas will provide us with cryptocurrency mining services for our miners at its facility in North Dakota. The Master Services Agreement has a term of two years unless otherwise terminated pursuant to its terms. Under the Master Services Agreement, we will pay Atlas a monthly hosting service fee for the quantity of electricity consumed by our miners, with an initial price per kilowatt-hour of $0.08. In lieu of a deposit or prepayment, all cryptocurrency mined by our miners will be transferred to wallets in the control of Atlas. Atlas will then deduct the hosting service fee from the monthly total mined currency produced by our miners and remit the net mined currency to us. | |
Prairie Operating Co LLC [Member] | |||
Subsequent Events | Note 5 – Subsequent Events Non-Compensatory Options On May 3, 2023, prior to the closing of the Merger, the Company entered into a non-compensatory option purchase agreement with its members, Bristol Capital LLC (“Bristol”) and a third party investor pursuant to which Bristol and such third party investor purchased non-compensatory options for $ 24,000 8,000 30 30 10 Amended and Restated Merger Agreement On May 3, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “AR Merger Agreement”) with PrairieCo and Merger Sub to, among other things: (i) r emove the reverse stock split of the shares of Common Stock, at a ratio between 1-23 and 1-30 (ii) amend the date by which the AR Merger Agreement may be terminated by either or the Company if the Merger has not been consummated to on or before September 30, 2023; (iii) reflect the terms of the AR PSA (as defined below) and the PIPE Transaction; and (iv) provide for the assumption of the Company’s long-term incentive plan by PrairieCo prior to the effective time of the Merger. Amended Purchase and Sale Agreement On May 3, 2023, the Company entered into an Amended and Restated Purchase and Sale Agreement (the “AR PSA”) with PrairieCo and Exok to, among other things: (i) reflect that the Exok Assets to be purchased by the Company for a total amount of $ 3,000,000 3,157 4,494 (ii) amend the effective date of the conveyance of the Exok Assets to be the Closing Date; (iii) remove the issuance of $ 4,182,000 836,4000 836,400 836,400 6.00 (iv) include an option of PrairieCo to purchase, from the Closing Date until the later of (x) the date that is ninety (90) days following the Closing Date and (y) August 15, 2023, approximately 20,327 32,695 22,182,000 18,000,000 4,182,000 1 4,182,000 2 The Merger and Exok Acquisition both closed on May 3, 2023. At the effective time of the Merger, membership interests in the Company were converted into the right to receive each member’s pro rate share of 65,647,676 8,000,000 0.25 | Note 6 – Subsequent Events Non-Compensatory Options On May 3, 2023, prior to the closing of the Merger, the Company entered into a non-compensatory option purchase agreement with its members, Bristol Capital LLC (“Bristol”) and a third party investor pursuant to which Bristol and such third party investor purchased non-compensatory options for $ 24,000 8,000 30 30 10 Amended and Restated Merger Agreement On May 3, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “AR Merger Agreement”) with PrairieCo and Merger Sub to, among other things: (i) r emove the reverse stock split of the shares of Common Stock, at a ratio between 1-23 and 1-30 (ii) amend the date by which the AR Merger Agreement may be terminated by either or the Company if the Merger has not been consummated to on or before September 30, 2023; (iii) reflect the terms of the AR PSA (as defined below) and the PIPE Transaction; and (iv) provide for the assumption of the Company’s long-term incentive plan by PrairieCo prior to the effective time of the Merger. Amended Purchase and Sale Agreement On May 3, 2023, the Company entered into an Amended and Restated Purchase and Sale Agreement (the “AR PSA”) with PrairieCo and Exok to, among other things: (i) reflect that the Exok Assets to be purchased by the Company for a total amount of $ 3,000,000 3,157 4,494 (ii) amend the effective date of the conveyance of the Exok Assets to be the Closing Date; (iii) remove the issuance of $ 4,182,000 836,4000 836,400 836,400 6.00 (iv) include an option of PrairieCo to purchase, from the Closing Date until the later of (x) the date that is ninety (90) days following the Closing Date and (y) August 15, 2023, approximately 20,327 32,695 22,182,000 18,000,000 4,182,000 1 4,182,000 2 The Merger and Exok Acquisition both closed on May 3, 2023. At the effective time of the Merger, membership interests in the Company were converted into the right to receive each member’s pro rate share of 65,647,676 8,000,000 0.25 |
Investment
Investment | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investment | Note 7. Investment On May 28, 2022, the Company entered into a Binding Memorandum of Understanding for a Proposed Transaction with Highwire to acquire certain energy assets including natural gas production opportunities in South Dakota, North Dakota, and Wyoming as well as an opportunity for fixed-price electricity generation in Wyoming. Under the terms of the agreement and subject to certain conditions, the Company has the following obligations to Highwire (i) $ 125,000 100,000 125,000 110,000 450,000 20,000 The Company paid Highwire $ 125,000 100,000 169,205 110,000 On December 30, 2022 the Company sold its investment in Highwire and recorded the transaction as follows: Schedule of Sale of Investment Description Amount Basis of Investment $ 225,000 Less: Cash receivable at closing 90,000 Offset of account payable to seller 115,896 Total 205,896 Loss from sale $ 19,104 |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Lease Obligations | |
Lease Obligations | Note 11. Lease Obligations Office Lease Obligation On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease with Bristol Capital Advisors, a related party. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016, with monthly payments of approximately $ 8,000 The Company classified the lease as an operating lease and determined that the value of the lease assets and liability on January 1, 2019, the date the Company adopted ASC 842 using the modified retrospective approach, was $ 252,980 12 0 83,054 0 0 0 85,035 Warehouse Lease Obligation On April 18, 2020 the Company entered into a commercial lease for 3,200 3,900 2 five years May 1, 2025 20,000 The Company classified the lease as an operating lease and determined that the value of the lease assets and liability at the inception of the lease was $ 173,938 12 31,920 47,424 0 127,335 0 135,094 7,759 72,331 The following table presents lease expense for the following years: Schedule of Components of Lease Expenses 2022 2021 For the Years Ended December 31, 2022 2021 Operating lease $ 32,604 $ 89,956 |
Sale of Options
Sale of Options | 3 Months Ended | 7 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Prairie Operating Co LLC [Member] | ||
Sale of Options | Note 4 – Sale of Options On August 31, 2022, the Company entered into agreements with its members whereby each member was provided non-compensatory options to purchase a 40 1,000,000 80,000 August 31, 2027 25 2,500 5,000 7,500 10,000 | Note 5 – Sale of Options On August 31, 2022, the Company entered into agreements with its members whereby each member was provided non-compensatory options to purchase a 40 1,000,000 80,000 August 31, 2027 25 2,500 5,000 7,500 10,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The following table lists the Company’s wholly-owned subsidiaries as of December 31, 2022: Schedule of Company’s Wholly-owned Subsidiaries Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable Creek Road Miners Corp. (fka Kick the Can Corp.) Nevada, U.S.A. September 20, 2010 100 % Wizard Special Events, LLC California, U.S.A. June 5, 2018 100 % Creek Road Merger Sub, LLC Delaware, U.S.A. October 4, 2022 100 % | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets. | |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Such reclassifications did not affect net assets, net loss or cash flows as previously presented. | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Such reclassification did not affect net assets, net loss or cash flows as previously presented. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 | |
Cryptocurrency | Cryptocurrency Cryptocurrency (Bitcoin) is included in current assets in the accompanying consolidated balance sheets. The classification of cryptocurrencies as a current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. | Cryptocurrency Cryptocurrency (Bitcoin) is included in current assets in the accompanying consolidated balance sheets. The classification of cryptocurrencies as a current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are comprised of intangible assets and property and equipment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An estimate of undiscounted future cash flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists, pursuant to the provisions of FASB ASC 360-10 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows and fundamental analysis. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable value. | Impairment of Long-Lived Assets Long-lived assets are comprised of intangible assets and property and equipment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An estimate of undiscounted future cash flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists, pursuant to the provisions of FASB ASC 360-10 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows and fundamental analysis. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable value. | |
Property and equipment | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 9 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 9 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. | |
Leases | Leases The Company accounts for leases in accordance with the provisions of ASC 842, Leases. This standard requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. | Leases The Company accounts for leases in accordance with the provisions of ASC 842, Leases. This standard requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Our leases consist of leaseholds on office space. We utilized a portfolio approach in determining our discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. | |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues) for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues) for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. | |
Cryptocurrency Mining Costs | Cryptocurrency Mining Costs The Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations, including mining pool fees, natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. | Cryptocurrency Mining Costs The Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations, including mining pool fees, fuel and natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. | |
Reverse Stock Split | Stock-Based Compensation The Company periodically issues stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. | Reverse Stock Split We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. | |
Income Taxes | Income taxes We account for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
Discontinued Operations | Discontinued Operations On August 6, 2021, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Informa. Pursuant to the Asset Purchase Agreement, Creek Road Miners Corp. (formerly known as Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the three months ended March 31, 2023 and year ended December 31, 2022, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the three months ended March 31, 2023 and 2022, are classified as discontinued operations. | Discontinued Operations On August 6, 2021, the Company entered into the Informa Agreement with Informa. Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 1,130,740 In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022. The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the years ending December 31, 2022 and 2021, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the years ending December 31, 2022 and 2021, are classified as discontinued operations. | |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Potential common shares are excluded from the computation when their effect is antidilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the three months ended March 31, 2023 and 2022, because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at March 31, 2023 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 273,129 10 2,731,290 0.175 15,607,371 Series B preferred stock 1,458 1,080 1,574,640 0.500 3,149,280 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 5,000 1,080 5,400,000 0.500 10,800,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 100,089,456 (1) As of March 31, 2023 | Earnings (Loss) Per Common Share Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Potential common shares are excluded from the computation when their effect is antidilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the years ended December 31, 2022 and 2021, because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at December 31, 2022 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 256,117 10 2,561,170 0.175 14,635,257 Series B preferred stock 1,439 1,080 1,554,120 0.500 3,108,240 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 10,000 1,080 10,800,000 0.500 21,600,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 109,876,302 (1) As of December 31, 2022 | |
Related Parties | Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | |
Cash and cash equivalents | Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less. In all periods presented, cash equivalents consist primarily of money market funds. | ||
Fair value of financial instruments | Fair value of financial instruments Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3 – Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company has no fair value items required to be disclosed as of December 31, 2022 or 2021 under these requirements. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. However, in the case of the secured convertible debentures due to related parties, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis. | ||
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. | ||
Prairie Operating Co LLC [Member] | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. | ||
Income Taxes | Income Taxes The Company is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the members. As such, no recognition of federal or state income taxes for the Company have been provided for in the accompanying financial statements. Any uncertain tax position taken by the member is not an uncertain position of the Company. | ||
Related Parties | Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | ||
Cash and cash equivalents | Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts It is the Company’s policy to record accounts receivable at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of December 31, 2022, there were no no | ||
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures A fair value hierarchy prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3 – Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The carrying amount of the Company’s cash and cash equivalents approximates fair value as of December 31, 2022. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. | ||
Deferred Transaction Costs | Deferred Transaction Costs Deferred transaction costs are expenses directly related to the Merger and related transactions. These costs primarily consist of legal and accounting fees that the Company capitalized. On the date of the Merger, deferred transaction costs related to the PIPE Transaction will be reclassified to equity and the deferred transaction costs related directly to the Merger will be reclassified to the cost of the net assets acquired in the Merger. | ||
Accrued Expenses | Accrued Expenses Accrued expenses in our balance sheet consist of $ 2,210,094 in legal costs, $ 9,552 in accounting costs, and $ 300 of other costs. |
Organization, Nature of Busin_2
Organization, Nature of Business and Basis of Presentation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Cryptocurrency Mining Operations | Schedule of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 (1) 0.6 $ 7,350 Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency (0.6 ) (11,203 ) Realized gain on the sale of cryptocurrency — 3,853 Balance December 31, 2022 — $ — Balance beginning — $ — Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency — — Realized gain on the sale of cryptocurrency — — Balance March 31, 2023 (1) — $ — Balance ending - $ - (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. | Schedule of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 (1) 0.6 $ 7,350 Balance beginning 0.6 $ 7,350 Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency (0.6 ) (11,203 ) Realized gain on the sale of cryptocurrency — 3,853 Realized gain (loss) on the sale of cryptocurrency — 3,853 Balance December 31, 2022 (1) — $ — Balance — $ — (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Schedule of Market Price of Miners | Schedule of Market Price of Miners Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Remaining amount due $ 47,600 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Anti-dilutive Securities Excluded from Earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 273,129 10 2,731,290 0.175 15,607,371 Series B preferred stock 1,458 1,080 1,574,640 0.500 3,149,280 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 5,000 1,080 5,400,000 0.500 10,800,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 100,089,456 (1) As of March 31, 2023 | Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 256,117 10 2,561,170 0.175 14,635,257 Series B preferred stock 1,439 1,080 1,554,120 0.500 3,108,240 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 10,000 1,080 10,800,000 0.500 21,600,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 109,876,302 (1) As of December 31, 2022 |
Schedule of Company’s Wholly-owned Subsidiaries | The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The following table lists the Company’s wholly-owned subsidiaries as of December 31, 2022: Schedule of Company’s Wholly-owned Subsidiaries Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable Creek Road Miners Corp. (fka Kick the Can Corp.) Nevada, U.S.A. September 20, 2010 100 % Wizard Special Events, LLC California, U.S.A. June 5, 2018 100 % Creek Road Merger Sub, LLC Delaware, U.S.A. October 4, 2022 100 % |
Deposits on Mining Equipment (T
Deposits on Mining Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deposits On Mining Equipment | ||
Schedule of Mining Equipment | Deposits on mining equipment, consisted of the following: Schedule of Mining Equipment Cryptocurrency Miners Mobile Data Centers Total Balance December 31, 2021 $ 7,089,000 $ 524,230 $ 7,613,230 Deposits on equipment during the period 1,602,300 530,430 2,132,730 Equipment delivered during the period (4,722,300 ) (349,980 ) (5,072,280 ) Balance December 31, 2022 $ 3,969,000 $ 704,680 $ 4,673,680 Balance beginning $ 3,969,000 $ 704,680 $ 4,673,680 Deposits on equipment during the period 47,600 — 47,600 Equipment delivered during the period — — — Balance March 31, 2023 $ 4,016,600 $ 704,680 $ 4,721,280 Balance ending $ 4,016,600 $ 704,680 $ 4,721,280 | Deposits on mining equipment, consisted of the following: Schedule of Mining Equipment Cryptocurrency Miners Mobile Data Centers Total Balance December 31, 2020 $ — $ — $ — Deposits on equipment during the period 7,089,000 524,230 7,613,230 Equipment delivered during the period — — — Balance December 31, 2021 $ 7,089,000 $ 524,230 $ 7,613,230 Balance beginning $ 7,089,000 $ 524,230 $ 7,613,230 Deposits on equipment during the period 1,602,300 530,430 2,132,730 Equipment delivered during the period (4,722,300 ) (349,980 ) (5,072,280 ) Balance December 31, 2022 $ 3,969,000 $ 704,680 $ 4,673,680 Balance ending $ 3,969,000 $ 704,680 $ 4,673,680 |
Schedule of Estimated Market Price of Miners | Schedule of Estimated Market Price of Miners Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Remaining amount due $ 47,600 |
Cryptocurrency (Tables)
Cryptocurrency (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disclosure Cryptocurrency Abstract | ||
Schedule of Additional Information of Cryptocurrency Mining Operations | Schedule of Additional Information of Cryptocurrency Mining Operations Quantity of Bitcoin US $ Amounts Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 0.6 $ 7,350 Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency (0.6 ) (11,203 ) Realized gain on the sale of cryptocurrency — 3,853 Balance December 31, 2022 — $ — Balance beginning — $ — Revenue recognized from cryptocurrency mined — — Mining pool operating fees — — Proceeds from the sale of cryptocurrency — — Realized gain on the sale of cryptocurrency — — Balance March 31, 2023 — $ — Balance ending — $ — (1) Since June 30, 2022 the Company has | Schedule of Additional Information of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance December 31, 2020 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Balance beginning 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 13.2 517,602 Mining pool operating fees (0.3 ) (10,452 ) Proceeds from the sale of cryptocurrency (19.5 ) (575,408 ) Realized loss on the sale of cryptocurrency — (127,222 ) Impairment of cryptocurrencies — (107,174 ) Balance December 31, 2022 (1) — $ — Balance ending — $ — (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment, excluding those associated with discontinued operations, stated at cost, less accumulated depreciation and amortization, consisted of the following: Schedule of Property and Equipment March 31, 2023 December 31, 2022 Cryptocurrency miners $ 2,152,970 $ 2,152,970 Mobile data center 219,372 219,372 Computer equipment 6,881 6,881 Total 2,379,223 2,379,223 Less accumulated depreciation (811,792 ) (747,216 ) Net, Property and equipment $ 1,567,431 $ 1,632,007 | Property and equipment, excluding those associated with discontinued operations, stated at cost, less accumulated depreciation and amortization, consisted of the following: Schedule of Property and Equipment 2022 2021 December 31, 2022 2021 Cryptocurrency miners $ 2,152,970 $ 1,784,062 Mobile data centers 219,372 518,663 Computer equipment 6,881 12,771 Total 2,379,223 2,315,496 Less accumulated depreciation (747,216 ) (89,136 ) Net, Property and equipment $ 1,632,007 $ 2,226,360 |
Amounts Due to Related Parties
Amounts Due to Related Parties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Amounts Due To Related Parties | ||
Schedule of Due to Related Parties | Amounts due to related parties as of March 31, 2023 consisted of the following: Schedule of Due to Related Parties Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued interest and expenses $ 375,000 $ 1,899,074 $ 985,923 $ 3,259,997 Current secured convertible debenture — 2,496,850 2,496,850 4,993,700 Total $ 375,000 $ 4,395,924 $ 3,482,773 $ 8,253,697 Amounts due to related parties as of December 31, 2022 consisted of the following: Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued interest and expenses $ 318,750 $ 1,825,195 $ 912,044 $ 3,055,989 Current secured convertible debenture — 2,496,850 2,496,850 4,993,700 Total $ 318,750 $ 4,322,045 $ 3,408,894 $ 8,049,689 | Amounts due to related parties as of December 31, 2022 consisted of the following: Schedule of Due to Related Parties Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued Interest and expenses $ 318,750 $ 1,825,195 $ 912,044 $ 3,055,989 Current secured convertible debentures — 2,496,850 2,496,850 4,993,700 Total $ 318,750 $ 4,322,045 $ 3,408,894 $ 8,049,689 Amounts due to related parties as of December 31, 2021 consisted of the following: Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued Interest and expenses $ 93,750 $ 1,525,479 $ 612,329 $ 2,231,558 Current secured convertible debenture — 2,500,000 — 2,500,000 Non-current secured convertible debenture — — 2,500,000 2,500,000 Total $ 93,750 $ 4,025,479 $ 3,112,329 $ 7,231,558 |
SBA_PPP Notes Payable (Tables)
SBA/PPP Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Loans Payable | The following table summarizes PPP/SBA loans payable: Schedule of Loans Payable March 31, 2023 December 31, 2022 As of March 31, 2023 December 31, 2022 SBA Guaranteed PPP Loan $ — $ — SBA Loan 149,900 149,900 Second Draw SBA Guaranteed PPP Loan — — Total $ 149,900 $ 149,900 | The following table summarizes PPP/SBA loans payable: Schedule of Loans Payable December 31, 2022 December 31, 2021 As of December 31, 2022 December 31, 2021 SBA Guaranteed PPP Loan $ — $ 14,033 SBA Loan 149,900 149,900 Second Draw SBA Guaranteed PPP Loan — 197,662 Total $ 149,900 $ 361,595 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2023: Schedule of Stock Option Activity Weighted Average Options Exercise Price Outstanding at December 31, 2022 259,250 $ 0.25 Granted — — Exercised — — Forfeited/Cancelled — — Outstanding at March 31, 2023 259,250 $ 0.25 Exercisable at December 31, 2022 259,250 0.25 Exercisable at March 31, 2023 259,250 0.25 | The following table summarizes stock option activity during the years ended December 31, 2022 and 2021: Schedule of Stock Option Activity Weighted Average Exercise Options Price Outstanding at December 31, 2020 789,250 $ 0.32 Granted 7,300,000 2.55 Exercised (317,500 ) 0.29 Forfeited/Cancelled (120,000 ) 0.30 Outstanding at December 31, 2021 7,651,750 $ 2.45 Granted — — Exercised (217,500 ) 0.42 Forfeited/Cancelled (7,175,000 ) 2.59 Outstanding at December 31, 2022 259,250 $ 0.25 Exercisable at December 31, 2020 451,448 $ 0.32 Exercisable at December 31, 2021 4,151,750 $ 2.28 Exercisable at December 31, 2022 259,250 $ 0.25 |
Schedule of Stock Option Outstanding and Exercisable | Additional information regarding stock options outstanding and exercisable as of March 31, 2023 is as follows: Schedule of Stock Option Outstanding and Exercisable Option Remaining Exercise Options Contractual Options Price Outstanding Life (in years) Exercisable $ 0.25 259,250 1.8 259,250 | Additional information regarding stock options outstanding and exercisable as of December 31, 2022 is as follows: Schedule of Stock Option Outstanding and Exercisable Option Remaining Exercise Options Contractual Options Price Outstanding Life (in years) Exercisable $ 0.25 259,250 2.1 259,250 |
Schedule of Assumptions Used to Estimate Fair Value of Options | The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the years ended December 31, 2022 and 2021: Schedule of Assumptions Used to Estimate Fair Value of Options Assumptions Expected dividend yield 0 % Risk-free interest rate 0.12 0.82 % Expected life (in years) 2.5 3.0 Expected volatility 297 545 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Stock Warrants Outstanding and Exercisable | Additional information regarding common stock warrants outstanding and exercisable as of March 31, 2023 is as follows: Schedule of Stock Warrants Outstanding and Exercisable Warrant Remaining Exercise Warrants Contractual Warrants Price Outstanding Life (in years) Exercisable $ 0.175 14,285,714 1.7 14,285,714 0.50 6,318,552 3.7 6,318,552 1.00 300,000 1.0 300,000 1.50 400,000 3.8 400,000 1.53 180,000 1.4 180,000 2.50 250,000 3.8 250,000 2.75 250,000 3.8 250,000 Total 21,948,266 21,948,266 | Additional information regarding common stock warrants outstanding and exercisable as of December 31, 2022 is as follows: Schedule of Stock Warrants Outstanding and Exercisable Warrant Remaining Exercise Warrants Contractual Warrants Price Outstanding Life (in years) Exercisable $ 0.175 14,285,714 1.9 14,285,714 0.50 6,318,552 3.9 6,318,552 1.00 300,000 1.2 300,000 1.50 400,000 4.0 400,000 1.53 180,000 1.7 180,000 2.50 250,000 4.0 250,000 2.75 250,000 4.0 250,000 Total 21,948,266 21,948,266 |
Schedule of Assumptions Used to Estimate Fair Value of Warrants | The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes calculation for the common stock warrants granted during the year ended December 31, 2021 and 2022: Schedule of Assumptions Used to Estimate Fair Value of Warrants Assumptions Expected dividend yield 0 % Risk-free interest rate 0.32 2.09 % Expected life (in years) 2 3 Expected volatility 291 297 % | |
Common Stock Warrant [Member] | ||
Schedule of Stock Warrants Activity | The following table summarizes common stock warrant activity during the three months ended March 31, 2023: Schedule of Stock Warrants Activity Common Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 21,984,266 $ 0.37 Granted — — Exercised — — Forfeited/Cancelled — — Outstanding at March 31, 2023 21,984,266 $ 0.37 (1) Exercisable at December 31, 2022 21,984,266 $ 0.37 Exercisable at March 31, 2023 21,984,266 $ 0.37 (1) On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 1.50 1.50 1.50 1.50 | The following table summarizes common stock warrant activity during the years ended December 31, 2022 and 2021: Schedule of Stock Warrants Activity Common Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2020 10,300,000 $ 0.26 Results of anti-dilution provisions (1) 4,285,714 - (1) Granted 8,525,212 1.91 Exercised — — Forfeited/Cancelled (650,000 ) 1.81 Outstanding at December 31, 2021 22,460,926 $ 0.82 Results of anti-dilution provisions — — Granted 1,500,000 1.48 Exercised (766,660 ) 1.28 Forfeited/Cancelled (1,210,000 ) 1.50 Outstanding at December 31, 2022 21,984,266 $ 0.37 (2) Exercisable at December 31, 2020 10,300,000 $ 0.26 Exercisable at December 31, 2021 22,460,926 $ 0.80 Exercisable at December 31, 2022 21,984,266 $ 0.37 (2) (1) On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the secured convertible debenture to $ 0.175 10,000,000 14,285,714 0.175 (2) On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 per common share, in exchange for any warrants exercised at this time at the exercise price of $ 1.50 per common share. The issuance of replacement warrants has the effect of resetting the conversion price of all outstanding shares of Series C preferred stock to $ 1.50 per common share and resetting the exercise price of all outstanding warrants to $ 1.50 per common share in instances where those conversion and exercise prices are above $ 1.50 . Additionally, i n late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into the Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the held by Series B and Series C Preferred Stockholders 0.50 per common share . |
Series B Preferred Stock Warr_2
Series B Preferred Stock Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Series B Preferred Stock [Member] | ||
Schedule of Stock Warrants Activity | The following table summarizes Series B preferred stock warrant activity during the three months ended March 31, 2023: Schedule of Stock Warrants Activity Series B Preferred Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 10,000 $ 1,000 Granted — — Exercised — — Forfeited/Cancelled (5,000 ) 1,000 Outstanding at March 31, 2023 5,000 $ 1,000 Exercisable at March 31, 2023 5,000 1,000 | The following table summarizes Series B preferred stock warrant activity during the year ended December 31, 2022: Schedule of Stock Warrants Activity Series B Preferred Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 — $ — Granted 10,000 1,000 Exercised — — Forfeited/Cancelled — — Outstanding at December 31, 2022 10,000 $ 1,000 Exercisable at December 31, 2022 10,000 $ 1,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Gain from Sale of Discontinue Operation | Schedule of Gain from Sale of Discontinue Operation Description Amount Net cash paid on the closing date $ 1,500,000 Less: Current assets 36,060 Inventory 193,300 Fixed assets, net 16,700 Intangible assets, net 123,200 Total 369,260 Gain from sale $ 1,130,740 | Schedule of Gain from Sale of Discontinue Operation Description Amount Net cash paid on the closing date $ 1,500,000 Less: Current assets 36,060 Inventory 193,300 Fixed assets, net 16,700 Intangible assets, net 123,200 Total 369,260 Gain from sale $ 1,130,740 |
Schedule of Discontinued Operation of Balance Sheet and Operation Statement | The assets and liabilities related to discontinued operations consists of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement March 31, December 31, 2023 2022 Assets Current assets: Prepaid expenses $ — $ — Inventory — — Total current assets — — Other assets: Property and equipment, net — — Intangible assets, net — — Total assets $ — $ — Liabilities Current liabilities: Accounts payable and accrued expenses $ 485,712 $ 485,712 Deferred revenue — — Due to CONtv — — Total liabilities $ 485,712 $ 485,712 In addition, revenue and expenses from discontinued operations were as follows: 2023 2022 Three Months Ended March 31, 2023 2022 Revenue $ — $ — Operating costs and expenses: Cost of revenue — — General and administrative — — Total operating expenses — — Loss from operations — — Other income (expense): Other income — 31,185 Interest income — — Loss on disposal of fixed assets — — Total other income (expense) — 31,185 Income (loss) from discontinued operations $ — $ 31,185 | The assets and liabilities related to discontinued operations consists of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement December 31, December 31, 2022 2021 Assets Current assets: Prepaid expenses $ — $ — Inventory — — Total current assets — — Other assets: Property and equipment, net — — Intangible assets, net — — Total assets $ — $ — Liabilities Current liabilities: Accounts payable and accrued expenses $ 485,712 $ 472,029 Deferred revenue — — Due to CONtv — — Total liabilities $ 485,712 $ 472,029 In addition, revenue and expenses from discontinued operations were as follows: 2022 2021 Years Ended December 31, 2022 2021 Revenue $ 43,580 $ 829,767 Operating costs and expenses: Cost of revenue 59,037 776,719 General and administrative — 842,097 Total operating expenses 59,037 1,618,816 Loss from operations (15,457 ) (789,049 ) Other income (expense): Other income (2,281 ) 867,288 Interest income — — Loss on disposal of fixed assets — 1,853,169 Total other income (expense) (2,281 ) 2,720,457 Income (loss) from discontinued operations $ (17,738 ) $ 1,931,108 |
Investment (Tables)
Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Sale of Investment | Schedule of Sale of Investment Description Amount Basis of Investment $ 225,000 Less: Cash receivable at closing 90,000 Offset of account payable to seller 115,896 Total 205,896 Loss from sale $ 19,104 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease Obligations | |
Schedule of Components of Lease Expenses | The following table presents lease expense for the following years: Schedule of Components of Lease Expenses 2022 2021 For the Years Ended December 31, 2022 2021 Operating lease $ 32,604 $ 89,956 |
Schedule of Cryptocurrency Mini
Schedule of Cryptocurrency Mining Operations (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||||||||
Realized gain (loss) on the sale of cryptocurrency | $ (127,222) | |||||||||||||
Crypto Currency [Member] | ||||||||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||||||||
Balance beginning | [1] | $ 7,350 | [2] | $ 586 | [3] | $ 532,736 | $ 302,654 | $ 302,654 | ||||||
Beginning balance, Quantity of bitcoin | [3] | 0.6 | [3] | 0.3 | [3] | 14.7 | 6.6 | 6.6 | 0 | |||||
Revenue recognized from cryptocurrency mined | $ 7,955 | $ 166,592 | $ 343,055 | $ 369,804 | $ 517,602 | $ 369,804 | ||||||||
Revenue recognized from cryptocurrency mined, Quantity of bitcoin | 0.3 | [3] | 4.6 | 8.3 | 6.7 | 13.2 | 6.7 | |||||||
Mining pool operating fees | $ (156) | $ (3,428) | $ (6,868) | $ (7,398) | $ (10,452) | $ (7,398) | ||||||||
Mining pool operating fees, Quantity of bitcoin | (0.1) | (0.2) | (0.1) | (0.3) | (0.1) | |||||||||
Impairment of cryptocurrencies | $ 3,853 | $ (1,035) | $ (34) | $ (106,105) | $ (59,752) | $ (107,174) | $ (59,752) | |||||||
Impairment of cryptocurrencies, Quantity of bitcoin | [1] | [1] | ||||||||||||
Proceeds from the sale of cryptocurrency | $ (11,203) | $ (564,205) | $ (575,408) | |||||||||||
Proceeds from the sale of cryptocurrency, Quantity of bitcoin | (0.6) | (18.9) | (19.5) | |||||||||||
Realized gain (loss) on the sale of cryptocurrency | $ 3,853 | $ (131,075) | $ (127,222) | |||||||||||
Realized gain (loss) on the sale of cryptocurrency, Quantity of bitcoin | ||||||||||||||
Balance ending, Quantity of bitcoin | [3] | 0.6 | [3] | 0.3 | [3] | 14.7 | 6.6 | [3] | 6.6 | |||||
Balance ending | [3] | [1] | $ 7,350 | [2] | $ 586 | [3] | $ 532,736 | $ 302,654 | [1] | $ 302,654 | ||||
[1]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining.[2]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining.[3]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Organization, Nature of Busin_3
Organization, Nature of Business and Basis of Presentation (Details Narrative) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
May 03, 2023 USD ($) a $ / shares shares | Oct. 24, 2022 $ / shares shares | Jul. 07, 2022 shares | Sep. 15, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 31, 2023 USD ($) | Dec. 17, 2021 USD ($) | Aug. 06, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Conversion of stock amount converted1 | $ 239 | $ 348 | $ 145 | |||||||||||
Conversion of stock shares issued1 | shares | 15,607,371 | 14,635,257 | ||||||||||||
Conversion of stock shares converted | shares | 185,167 | 3,149,280 | 3,108,240 | |||||||||||
Miners description | we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity. | we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. | ||||||||||||
Factors affecting profitability description | (1) on November 28, 2012 at block 210,000; (2) on July 9, 2016 at block 420,000; and (3) on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in March 2024 at block 840,000, when the reward will be reduced to 3.125 Bitcoin per block | |||||||||||||
Changes in market price of bitcoin description | the market price of Bitcoin was $28,478, which reflects a decrease of approximately 31% since the beginning of 2022, and a decrease of approximately 58% from its all-time high of approximately $67,000. | the market price of Bitcoin was $16,547, which reflects a decrease of approximately 60% since the beginning of 2022, and of approximately 75% from its all-time high of approximately $67,000. In addition, the cost of natural gas that we use to produce electricity to power our miners has increased substantially. The cost of natural gas in the United States during 2022 has increased by as much as approximately 260% since the beginning of 2022. | ||||||||||||
Bitcoin market price | $ 28,478 | $ 16,547 | ||||||||||||
Shares issued | shares | 2,000,000 | 8,191,382 | 12,246,036 | 8,191,382 | 12,246,036 | 8,191,382 | ||||||||
Stock conversion description | (B) the product of (x) the number of issued and outstanding shares of common stock immediately following the consummation of the Restructuring Transactions (as defined below) by the Company multiplied by (y) 33.33% to the members of Prairie (the “Prairie Members”) and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of common stock for $0.25 per share only exercisable if specific production hurdles are achieved. | |||||||||||||
Remaining estimated mining payment due | $ 47,600 | |||||||||||||
Maximum [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Bitcoin market price | $ 67,000 | 67,000 | ||||||||||||
Bitmain Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Market price per miner | $ 11,250 | |||||||||||||
Initial total reference price | $ 6,762,000 | |||||||||||||
Final adjusted price | 4,016,600 | |||||||||||||
Payment for deposit on mining equiment | $ 4,016,600 | 3,969,000 | ||||||||||||
Remaining estimated mining payment due | $ 47,600 | |||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Deferred revenue and other liabilities | $ 722,429 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Converted shares | shares | 28,535,429 | 28,535,429 | ||||||||||||
Jevo LLC [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Sale of assets | $ 1,500,000 | |||||||||||||
Gain on transaction | $ 1,130,740 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Converted shares | shares | 76,251,018 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||
Area of land | a | 3,157 | |||||||||||||
Payments to acquire land held for use | $ 3,000,000 | |||||||||||||
Subsequent Event [Member] | Bitmain Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Payment for shipping cost | $ 54,000 | |||||||||||||
Subsequent Event [Member] | PIPE Investor [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Proceeds from sale of property held for sale | $ 17,300,000 | |||||||||||||
Subsequent Event [Member] | Merger Consideration [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Conversion of stock shares converted | shares | 65,647,676 | |||||||||||||
Subsequent Event [Member] | Exok [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Area of land | a | 4,494 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Conversion of stock shares issued1 | shares | 1,821,429 | |||||||||||||
promissory note | $ 6,608,220 | |||||||||||||
Subsequent Event [Member] | Bristol Capital Advisors [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Conversion of stock amount converted1 | $ 318,750 | |||||||||||||
Subsequent Event [Member] | Prairie Operating Co LLC [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Area of land | a | 23,485 | |||||||||||||
Subsequent Event [Member] | Prairie Operating Co LLC [Member] | Exok [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Area of land | a | 37,030 | |||||||||||||
Payments to acquire land held for use | $ 28,182,000 | |||||||||||||
Cash | 24,000,000 | |||||||||||||
Issuance of common stock and warrants | 4,182,000 | |||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Conversion of stock amount converted1 | $ 110,250 | |||||||||||||
Conversion of stock shares issued1 | shares | 630,000 | |||||||||||||
Subsequent Event [Member] | Convertable Debt [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Debt instrument percentage | 12% | |||||||||||||
Subsequent Event [Member] | Original Debentures [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Debt instrument percentage | 30% | |||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||||
Warrant coverage percentage | 100% | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Conversion of stock amount converted1 | $ 2,731,290 | $ 2,567,170 | ||||||||||||
Conversion of stock shares issued1 | shares | 273,129 | 256,117 | ||||||||||||
Conversion of stock shares converted | shares | 0 | 23,423 | 8,750 | |||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Conversion of stock shares issued1 | shares | 1,338,456 | 500,000 | ||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Debt instrument face amount | $ 1,080 | $ 1,080 | ||||||||||||
Conversion of stock amount converted1 | $ 10,800,000 | $ 10,800,000 | ||||||||||||
Conversion of stock shares issued1 | shares | 1,458 | 1,439 | ||||||||||||
Conversion of stock shares converted | shares | 0 | 5,000 | 2,472 | 1,280 | ||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Conversion of stock shares issued1 | shares | 1,962,448 | 948,646 | ||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | 0.0001 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Conversion of stock amount converted1 | $ 8,476,930 | $ 8,476,930 | ||||||||||||
Conversion of stock shares issued1 | shares | 16,953,860 | 16,953,860 | ||||||||||||
Conversion of stock shares converted | shares | 7,880 | 7,630 | 7,630 | |||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | 0.0001 | |||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Preferred stock, par value | $ / shares | 0.01 | |||||||||||||
Share price | $ / shares | 0.175 | |||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Share price | $ / shares | $ 1,000 |
Going Concern Analysis (Details
Going Concern Analysis (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||
May 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net losses from continuing operations | $ 971,366 | $ 3,095,699 | $ 13,401,076 | $ 19,202,114 | ||
Cash and cash equivalents | 27,020 | $ 246,358 | 246,358 | 2,785,188 | ||
Working capital deficit | 14,000,000 | 8,100,000 | 8,100,000 | |||
Accumulated deficit | 61,700,030 | 60,728,664 | 60,728,664 | 47,309,849 | ||
Proceeds from the issuance of preferred stock | 17,300,000 | |||||
Net loss | 971,366 | $ 3,089,095 | 13,418,814 | $ 17,270,703 | ||
Prairie Operating Co LLC [Member] | ||||||
Cash and cash equivalents | 79,762 | 79,845 | 79,845 | |||
Working capital deficit | 2,418,970 | 2,142,184 | 2,142,184 | |||
Accumulated deficit | 445,912 | 381,520 | 381,520 | |||
Proceeds from the issuance of preferred stock | $ 17,300,000 | |||||
Net loss | 64,392 | 461,520 | ||||
Cash | $ 79,762 | $ 79,845 | $ 79,845 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Resulting Common Shares | 100,089,456 | 109,876,302 | |
Equity Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | 259,250 | 259,250 | |
Potentially Dilutive Security Stated Value Per Share | |||
Potentially Dilutive Security Total Value or Stated Value | |||
Potentially Dilutive Security Assumed Conversion Price | |||
Potentially Dilutive Security Resulting Common Shares | 259,250 | 259,250 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | 21,984,266 | 21,984,266 | |
Potentially Dilutive Security Stated Value Per Share | [1] | ||
Potentially Dilutive Security Total Value or Stated Value | |||
Potentially Dilutive Security Assumed Conversion Price | [1] | ||
Potentially Dilutive Security Resulting Common Shares | 21,984,266 | 21,984,266 | |
Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | 273,129 | 256,117 | |
Potentially Dilutive Security Stated Value Per Share | $ 10 | $ 10 | [1] |
Potentially Dilutive Security Total Value or Stated Value | $ 2,731,290 | $ 2,561,170 | |
Potentially Dilutive Security Assumed Conversion Price | 0.175% | 0.175% | [1] |
Potentially Dilutive Security Resulting Common Shares | 15,607,371 | 14,635,257 | |
Series B Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | 1,458 | 1,439 | |
Potentially Dilutive Security Stated Value Per Share | $ 1,080 | $ 1,080 | [1] |
Potentially Dilutive Security Total Value or Stated Value | $ 1,574,640 | $ 1,554,120 | |
Potentially Dilutive Security Assumed Conversion Price | 0.50% | 0.50% | [1] |
Potentially Dilutive Security Resulting Common Shares | 3,149,280 | 3,108,240 | |
Series C Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | 7,630 | 7,630 | |
Potentially Dilutive Security Stated Value Per Share | $ 1,111 | $ 1,111 | [1] |
Potentially Dilutive Security Total Value or Stated Value | $ 8,476,930 | $ 8,476,930 | |
Potentially Dilutive Security Assumed Conversion Price | 0.50% | 0.50% | [1] |
Potentially Dilutive Security Resulting Common Shares | 16,953,860 | 16,953,860 | |
Series B Preferred Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | 5,000 | 10,000 | |
Potentially Dilutive Security Stated Value Per Share | $ 1,080 | $ 1,080 | [1] |
Potentially Dilutive Security Total Value or Stated Value | $ 5,400,000 | $ 10,800,000 | |
Potentially Dilutive Security Assumed Conversion Price | 0.50% | 0.50% | [1] |
Potentially Dilutive Security Resulting Common Shares | 10,800,000 | 21,600,000 | |
Secured Convertible Debentures [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | |||
Potentially Dilutive Security Stated Value Per Share | [1] | ||
Potentially Dilutive Security Total Value or Stated Value | $ 4,993,700 | $ 4,993,700 | |
Potentially Dilutive Security Assumed Conversion Price | 0.175% | 0.175% | [1] |
Potentially Dilutive Security Resulting Common Shares | 28,535,429 | 28,535,429 | |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially Dilutive Security Quantity | |||
Potentially Dilutive Security Stated Value Per Share | [1] | ||
Potentially Dilutive Security Total Value or Stated Value | $ 1,400,000 | $ 1,400,000 | |
Potentially Dilutive Security Assumed Conversion Price | 0.50% | 0.50% | [1] |
Potentially Dilutive Security Resulting Common Shares | 2,800,000 | 2,800,000 | |
[1]As of December 31, 2022 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 7 Months Ended | ||||
Sep. 15, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Aug. 06, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
FDIC insurance limit | $ 250,000 | $ 250,000 | |||
Accounts receivable | $ 427 | ||||
Allowance for doubtful accounts | $ 0 | ||||
Jevo LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Sale of assets | $ 1,500,000 | ||||
Gain on transaction | $ 1,130,740 | ||||
Prairie Operating Co LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Accounts receivable | 0 | ||||
Allowance for doubtful accounts | 0 | ||||
Legal Fees | 2,210,094 | ||||
[custom:AccountingCosts] | 9,552 | ||||
Other Cost and Expense, Operating | $ 300 | ||||
Asset Purchase Agreement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred revenue and other liabilities | $ 722,429 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property plant and equipment useful life | 3 years | 3 years | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property plant and equipment useful life | 9 years | 9 years |
Schedule of Mining Equipment (D
Schedule of Mining Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Balance beginning | $ 4,673,680 | $ 7,613,230 | |
Deposits on equipment during the period | 47,600 | 2,132,730 | $ 7,613,230 |
Equipment delivered during the period | (5,072,280) | ||
Balance ending | 4,721,280 | 4,673,680 | 7,613,230 |
Balance beginning | 4,673,680 | 7,613,230 | |
Balance ending | 4,673,680 | 7,613,230 | |
Cryptocurrency Miners [Member] | |||
Balance beginning | 3,969,000 | 7,089,000 | |
Deposits on equipment during the period | 47,600 | 1,602,300 | 7,089,000 |
Equipment delivered during the period | (4,722,300) | ||
Balance ending | 4,016,600 | 3,969,000 | 7,089,000 |
Balance beginning | 3,969,000 | 7,089,000 | |
Balance ending | 3,969,000 | 7,089,000 | |
Mobile Data Centers [Member] | |||
Balance beginning | 704,680 | 524,230 | |
Deposits on equipment during the period | 530,430 | 524,230 | |
Equipment delivered during the period | (349,980) | ||
Balance ending | 704,680 | 704,680 | 524,230 |
Balance beginning | $ 704,680 | 524,230 | |
Balance ending | $ 704,680 | $ 524,230 |
Deposits on Mining Equipment (D
Deposits on Mining Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 17, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Miners description | we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity. | we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. | |
Remaining estimated mining payment due | $ 47,600 | ||
Bitmain Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Market price per miner | $ 11,250 | ||
Initial total reference price | $ 6,762,000 | ||
Final adjusted price | $ 4,016,600 | ||
Payment for deposit on mining equiment | $ 4,016,600 | 3,969,000 | |
Remaining estimated mining payment due | $ 47,600 |
Schedule of Additional Informat
Schedule of Additional Information of Cryptocurrency Mining Operations (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||||||||
Realized loss on the sale of cryptocurrency | $ (127,222) | |||||||||||||
Crypto Currency [Member] | ||||||||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||||||||
Balance beginning | [1] | $ 7,350 | [2] | $ 586 | [3] | $ 532,736 | $ 302,654 | $ 302,654 | ||||||
Beginning balance, Quantity of bitcoin | [3] | 0.6 | [3] | 0.3 | [3] | 14.7 | 6.6 | 6.6 | 0 | |||||
Revenue recognized from cryptocurrency mined | $ 7,955 | $ 166,592 | $ 343,055 | $ 369,804 | $ 517,602 | $ 369,804 | ||||||||
Revenue recognized from cryptocurrency mined, Quantity of bitcoin | 0.3 | [3] | 4.6 | 8.3 | 6.7 | 13.2 | 6.7 | |||||||
Mining pool operating fees | $ (156) | $ (3,428) | $ (6,868) | $ (7,398) | $ (10,452) | $ (7,398) | ||||||||
Mining pool operating fees, Quantity of bitcoin | (0.1) | (0.2) | (0.1) | (0.3) | (0.1) | |||||||||
Impairment of cryptocurrencies | $ 3,853 | $ (1,035) | $ (34) | $ (106,105) | $ (59,752) | $ (107,174) | $ (59,752) | |||||||
Impairment of cryptocurrencies, Quantity of bitcoin | [1] | [1] | ||||||||||||
Proceeds from the sale of cryptocurrency | $ (11,203) | $ (564,205) | $ (575,408) | |||||||||||
Proceeds from the sale of cryptocurrency, Quantity of bitcoin | (0.6) | (18.9) | (19.5) | |||||||||||
Realized loss on the sale of cryptocurrency | $ 3,853 | $ (131,075) | $ (127,222) | |||||||||||
Realized gain (loss) on the sale of cryptocurrency, Quantity of bitcoin | ||||||||||||||
Balance ending, Quantity of bitcoin | [3] | 0.6 | [3] | 0.3 | [3] | 14.7 | 6.6 | [3] | 6.6 | |||||
Balance ending | [3] | [1] | $ 7,350 | [2] | $ 586 | [3] | $ 532,736 | $ 302,654 | [1] | $ 302,654 | ||||
[1]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining.[2]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining.[3]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Cryptocurrency (Details Narrati
Cryptocurrency (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Cryptocurrency Abstract | ||||
Impairment of intangible assets | $ 0 | $ 106,105 | ||
Impairment of intangible assets | $ 106,105 | $ 107,174 | $ 59,752 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | |||
Cryptocurrency miners | $ 2,152,970 | $ 2,152,970 | $ 1,784,062 |
Mobile data centers | 219,372 | 219,372 | 518,663 |
Computer equipment | 6,881 | 6,881 | 12,771 |
Total | 2,379,223 | 2,379,223 | 2,315,496 |
Less accumulated depreciation | (811,792) | (747,216) | (89,136) |
Net, Property and equipment | $ 1,567,431 | $ 1,632,007 | $ 2,226,360 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 64,576 | $ 164,520 | $ 658,080 | $ 112,512 |
Impairment of assets | $ 5,231,752 |
Schedule of Due to Related Part
Schedule of Due to Related Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Accrued Interest and expenses | $ 3,259,997 | $ 3,055,989 | $ 2,231,558 |
Current secured convertible debenture | 4,993,700 | 4,993,700 | 2,500,000 |
Total | 8,049,689 | 7,231,558 | |
Non-current secured convertible debenture | 2,500,000 | ||
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Total | 8,253,697 | 8,049,689 | |
Bristol Capital LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued Interest and expenses | 375,000 | 318,750 | 93,750 |
Current secured convertible debenture | |||
Total | 318,750 | 93,750 | |
Non-current secured convertible debenture | |||
Bristol Capital LLC [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Total | 375,000 | 318,750 | |
Bristol Investment Fund Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued Interest and expenses | 1,899,074 | 1,825,195 | 1,525,479 |
Current secured convertible debenture | 2,496,850 | 2,496,850 | 2,500,000 |
Total | 4,322,045 | 4,025,479 | |
Non-current secured convertible debenture | |||
Bristol Investment Fund Ltd [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Total | 4,395,924 | 4,322,045 | |
Barlock 2019 Fund LP [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued Interest and expenses | 985,923 | 912,044 | 612,329 |
Current secured convertible debenture | 2,496,850 | 2,496,850 | |
Total | 3,408,894 | 3,112,329 | |
Non-current secured convertible debenture | $ 2,500,000 | ||
Barlock 2019 Fund LP [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Total | $ 3,482,773 | $ 3,408,894 |
Amounts Due to Related Partie_2
Amounts Due to Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common Stock [Member] | ||
Short-Term Debt [Line Items] | ||
Debt conversion, converted instrument, shares issued | 28,535,429 | 28,535,429 |
Debt instrument, convertible, conversion price | $ 0.175 | $ 0.175 |
Secured Convertible Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, face amount | $ 4,993,700 | $ 4,993,700 |
Secured Convertible Debentures [Member] | Bristol Investment Fund Ltd [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, face amount | 2,496,850 | 2,496,850 |
Barlock Convertible Debentures [Member] | Barlock 2019 Fund LP [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, face amount | $ 2,496,850 | $ 2,496,850 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 17 Months Ended | |||||||||||||||||||||||
Mar. 30, 2022 USD ($) shares | Jan. 01, 2022 $ / shares shares | Oct. 31, 2021 $ / shares shares | Sep. 07, 2021 USD ($) | Mar. 02, 2021 USD ($) shares | Mar. 01, 2021 USD ($) shares | Aug. 03, 2020 USD ($) $ / shares shares | Mar. 27, 2020 | Dec. 19, 2019 USD ($) $ / shares shares | Nov. 22, 2018 USD ($) shares | Dec. 29, 2016 USD ($) $ / shares shares | Dec. 01, 2016 USD ($) $ / shares shares | Jul. 01, 2016 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) | Sep. 30, 2021 shares | Jun. 30, 2021 shares | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Jun. 30, 2022 shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | Nov. 15, 2018 USD ($) shares | Sep. 09, 2022 | Oct. 22, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Shares granted | shares | 7,300,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.45 | $ 0.25 | $ 2.45 | $ 0.32 | ||||||||||||||||||||||||||
Non accountable expense reimbursement | $ 200,000 | |||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 100,000 | |||||||||||||||||||||||||||||
Shares cancelled during period | shares | 86,466 | |||||||||||||||||||||||||||||
Debt interest payable description | The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term | |||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 600,000 | 250,000 | 2,933,340 | 21,948,266 | 166,660 | 166,660 | 21,948,266 | |||||||||||||||||||||||
Exercise price | $ / shares | $ 2.75 | $ 1.50 | ||||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 900,000 | $ 83,330 | $ 900,000 | $ 983,330 | ||||||||||||||||||||||||||
Stock issued during period shares other value | (5) | |||||||||||||||||||||||||||||
Loan payable | 149,900 | $ 361,595 | 149,900 | 361,595 | ||||||||||||||||||||||||||
Investments | 302,654 | 302,654 | ||||||||||||||||||||||||||||
Due to related party current | 7,231,558 | 8,049,689 | 7,231,558 | |||||||||||||||||||||||||||
Barlock Capital Management, LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Payments for rent | 0 | 81,000 | ||||||||||||||||||||||||||||
American Natural Energy Corporation [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Payments for rent | $ 3,000 | 0 | 9,000 | 9,000 | ||||||||||||||||||||||||||
Due to related party on initial ninety days | $ 1,500 | |||||||||||||||||||||||||||||
Repayments of related party debt | $ 0 | $ 230,000 | $ 400,000 | |||||||||||||||||||||||||||
Due to related party current | 2,000 | |||||||||||||||||||||||||||||
Bristol Capital LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt interest rate | 10% | 10% | ||||||||||||||||||||||||||||
Investments | $ 0 | 0 | $ 0 | 0 | ||||||||||||||||||||||||||
Scott D Kaufman [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued | shares | 8,300 | |||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 83,332 | |||||||||||||||||||||||||||||
Scott D Kaufman [Member] | Barlock Capital Management, LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Payments for rent | 3,000 | 0 | 9,410 | |||||||||||||||||||||||||||
Monthly rent | 3,000 | |||||||||||||||||||||||||||||
John D Maatta [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Repayments of related party debt | $ 126,000 | |||||||||||||||||||||||||||||
Proceeds from related party debt | $ 125,000 | $ 100,000 | ||||||||||||||||||||||||||||
Loan payable | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 18,000 | |||||||||||||||||||||||||||||
Bristol Investment Fund Ltd [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Due to related party current | 4,025,479 | $ 4,322,045 | $ 4,025,479 | |||||||||||||||||||||||||||
John D Maatta [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares share based compensation | shares | 86,466 | |||||||||||||||||||||||||||||
Stock issued during period value share based compensation | $ 212,707 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Shares granted | shares | 7,722 | |||||||||||||||||||||||||||||
Shares cancelled during period | shares | 21,271 | |||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | 0.175 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | 0.175 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Scott D Kaufman [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares share based compensation | shares | 6,249 | 6,249 | 3,409 | 5,361 | 902 | 6,250 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | John D Maatta [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares share based compensation | shares | 8,333 | 5,000 | ||||||||||||||||||||||||||||
Stock issued during period shares other | shares | 8,500 | |||||||||||||||||||||||||||||
Stock issued during period shares other value | $ 85,546 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | John D Maatta [Member] | Debt Settlement One [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares other | shares | 29,496 | |||||||||||||||||||||||||||||
Stock issued during period shares other value | $ 294,965 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | John D Maatta [Member] | Debt Settlement Two [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares other | shares | 35,100 | |||||||||||||||||||||||||||||
Stock issued during period shares other value | $ 351,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Mr.Maatta [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares other | shares | 8,500 | |||||||||||||||||||||||||||||
Stock issued during period shares other value | $ 85,546 | |||||||||||||||||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | ||||||||||||||||||||||||||||||
Stock issued during period shares other value | ||||||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Beneficial ownership limitation | Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company | |||||||||||||||||||||||||||||
Series A Warrants [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 1,000,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||
Series A Common Stock Purchase Warrants [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.175 | |||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 10,000,000 | |||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 10,000,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.175 | |||||||||||||||||||||||||||||
Consulting Services Agreement [Member] | Bristol Capital LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Non accountable expense reimbursement | $ 200,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Bristol Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face amount | $ 2,500,000 | $ 3,150 | $ 3,150 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 30, 2021 | Dec. 30, 2018 | ||||||||||||||||||||||||||||
Debt interest rate | 12% | |||||||||||||||||||||||||||||
Debt interest payable description | Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the purchaser converts, in whole or in part, the Bristol Convertible Debenture into common stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Bristol Convertible Debenture (only as to that principal amount then being redeemed) and on the maturity date | |||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | 0.175 | $ 3 | $ 0.175 | $ 0.175 | ||||||||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 50% | |||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 18,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Bristol Convertible Debentures [Member] | Director and Employees [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Decrease in conversion price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 50% | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Bristol Investment Fund Ltd [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued | shares | 25,000 | |||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 85,000 | |||||||||||||||||||||||||||||
Purchase price of securities | 2,500,000 | |||||||||||||||||||||||||||||
Repayments of debt | 25,000 | |||||||||||||||||||||||||||||
Debt instrument unamortized discount | $ 25,791 | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 7,000,000 | |||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 7,000,000 | 300,000 | 833,333 | 7,000,000 | ||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.25 | $ 3 | $ 0.25 | |||||||||||||||||||||||||||
Maturity date | Dec. 01, 2024 | Dec. 01, 2021 | ||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Series A Warrants [Member] | Director and Employees [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | 0.25 | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Series A Common Stock Purchase Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.175 | $ 0.175 | $ 0.175 | |||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.20 | 0.20 | 20 | |||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Series B Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 833,333 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.002 | |||||||||||||||||||||||||||||
Maturity date | Dec. 01, 2021 | |||||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 1,667 | |||||||||||||||||||||||||||||
Securities Purchase Agreement - December 2016 [Member] | Series B Warrants [Member] | Bristol Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unamortized discount | 0 | 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Fair value adjustment of warrants | 1,448,293 | 1,448,293 | ||||||||||||||||||||||||||||
Securities Purchase Agreement December 2019 [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face amount | $ 2,500,000 | $ 3,150 | $ 3,150 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 30, 2021 | |||||||||||||||||||||||||||||
Debt interest rate | 12% | |||||||||||||||||||||||||||||
Debt interest payable description | Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the purchaser converts, in whole or in part, the Barlock Convertible Debenture into common stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Barlock Convertible Debenture (only as to that principal amount then being redeemed) and on the maturity date. | |||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | 0.175 | $ 2.50 | $ 0.175 | $ 0.175 | ||||||||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 50% | |||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 18,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement December 2019 [Member] | Barlock Convertible Debentures [Member] | Director and Employees [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | 0.25 | |||||||||||||||||||||||||||||
Decrease in conversion price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Securities Purchase Agreement December 2019 [Member] | Barlock 2019 Fund, LP [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Purchase price of securities | $ 2,500,000 | |||||||||||||||||||||||||||||
Debt instrument unamortized discount | $ 25,400 | |||||||||||||||||||||||||||||
Securities Purchase Agreement December 2019 [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unamortized discount | $ 0 | 0 | $ 0 | 0 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.175 | |||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 4,285,714 | 3,000,000 | ||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 4,285,714 | 3,000,000 | 300,000 | 4,285,714 | 4,285,714 | 3,000,000 | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.175 | $ 0.25 | $ 2.50 | $ 0.175 | $ 0.175 | $ 0.25 | ||||||||||||||||||||||||
Maturity date | Dec. 01, 2024 | |||||||||||||||||||||||||||||
Fair value adjustment of warrants | $ 545,336 | $ 545,336 | ||||||||||||||||||||||||||||
Beneficial ownership limitation | Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company | |||||||||||||||||||||||||||||
Securities Purchase Agreement December 2019 [Member] | Series A Warrants [Member] | Director and Employees [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Bristol Capital LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Non accountable expense reimbursement | $ 200,000 | |||||||||||||||||||||||||||||
Legal fees | $ 12,040 | |||||||||||||||||||||||||||||
Bristol Capital LLC [Member] | Consulting Services Agreement [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Shares granted | shares | 30,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 18,750 | |||||||||||||||||||||||||||||
Percentage of fully diluted shares of common stock | 5% | |||||||||||||||||||||||||||||
Non accountable expense reimbursement | $ 200,000 | |||||||||||||||||||||||||||||
Professional fees | $ 56,250 | $ 56,250 | 225,000 | 225,000 | ||||||||||||||||||||||||||
Accrued professional fees | 375,000 | 93,750 | $ 318,750 | 93,750 | ||||||||||||||||||||||||||
Bristol Capital LLC [Member] | Consulting Services Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued | shares | 22,500 | 38,438 | ||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 225,000 | $ 384,375 | ||||||||||||||||||||||||||||
Shares cancelled during period | shares | 202,022 | |||||||||||||||||||||||||||||
Cancellation, value | $ 49,688 | |||||||||||||||||||||||||||||
Bristol Capital LLC [Member] | Consulting Services Agreement [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued | shares | 38,438 | 202,022 | ||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 384,375 | $ 496,875 | ||||||||||||||||||||||||||||
Bristol Capital LLC [Member] | Securities Purchase Agreement - December 2016 [Member] | Bristol Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.175 | |||||||||||||||||||||||||||||
Bristol Capital Advisors, LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Operating lease term | 5 years and 3 months | |||||||||||||||||||||||||||||
Operating lease payments | $ 8,000 | $ 0 | 83,054 | |||||||||||||||||||||||||||
Bristol Investment Fund Ltd [Member] | Securities Purchase Agreement - December 2016 [Member] | Bristol Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face amount | $ 2,496,850 | 2,500,000 | $ 2,496,850 | $ 2,500,000 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.175 | |||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 14,267,714 | 14,267,714 | 14,285,714 | 10,000,000 | ||||||||||||||||||||||||||
Accrued interest payable | $ 1,899,074 | 1,525,479 | $ 1,825,195 | $ 1,525,479 | ||||||||||||||||||||||||||
Bristol Investment Fund Ltd [Member] | Securities Purchase Agreement - December 2016 [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 700,000 | 7,000,000 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.50 | $ 0.25 | ||||||||||||||||||||||||||||
Barlock 2019 Fund LP [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face amount | 2,496,850 | 2,496,850 | ||||||||||||||||||||||||||||
Barlock 2019 Fund LP [Member] | Securities Purchase Agreement December 2019 [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 10,000,000 | |||||||||||||||||||||||||||||
Barlock 2019 Fund, LP [Member] | Series A Warrants [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 1,000,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||
Barlock 2019 Fund, LP [Member] | Securities Purchase Agreement - December 2016 [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Maturity date | Dec. 01, 2024 | |||||||||||||||||||||||||||||
Due to related party current | $ 300,000 | |||||||||||||||||||||||||||||
Barlock 2019 Fund, LP [Member] | Securities Purchase Agreement December 2019 [Member] | Barlock Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face amount | $ 2,496,850 | 2,500,000 | $ 2,496,850 | $ 2,500,000 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ / shares | $ 0.175 | $ 0.175 | ||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | shares | 14,267,714 | 14,267,714 | 14,285,714 | |||||||||||||||||||||||||||
Accrued interest payable | $ 985,923 | $ 612,239 | $ 912,044 | $ 612,239 | ||||||||||||||||||||||||||
Barlock Capital Management, LLC [Member] | Securities Purchase Agreement December 2019 [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Class of warrant or right number of securities called by each warrant or right | shares | 3,000,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Related Party [Member] | American Natural Energy Corporation [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Due to related party current | $ 2,000 | |||||||||||||||||||||||||||||
K2PC Consulting, LLC [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Payments of marketing fees | $ 0 | $ 7,850 | $ 7,850 | $ 24,500 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Sep. 08, 2022 | Aug. 24, 2022 | Mar. 20, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Oct. 24, 2022 | May 18, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Warrants to purchase shares | 350,000 | 2,933,340 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrants to purchase shares | 1,750,936 | ||||||||
Leviston Resources LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 500,000 | ||||||||
Creecal Holdings, LLC [Member] | Creecal Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 500,000 | ||||||||
Debt instrument, interest rate per annum | 22% | ||||||||
Debt instrument, interest rate | 4% | ||||||||
Alpha Capital Anstalt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, discount rate | 10% | ||||||||
Alpha Capital Anstalt [Member] | Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrants to purchase shares | 600,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Debt instrument, conversion | $ 900,000 | ||||||||
Alpha Capital Anstalt [Member] | Convertible Promissory Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 900,000 | ||||||||
Conversion of secured convertible debenture to Common stock, shares | 600,000 | ||||||||
Debt instrument, maturity date | Aug. 25, 2023 | ||||||||
Debt instrument, interest rate per annum | 22% | ||||||||
Stock issued during period shares | 600,000 |
Schedule of Loans Payable (Deta
Schedule of Loans Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Total | $ 149,900 | $ 149,900 | $ 361,595 |
SBA Guaranteed PPP Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 14,033 | ||
SBA Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 149,900 | 149,900 | 149,900 |
Second Draw SBA Guaranteed PPP Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 197,662 |
SBA_PPP Notes Payable (Details
SBA/PPP Notes Payable (Details Narrative) - USD ($) | Dec. 11, 2021 | Mar. 27, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | Feb. 24, 2021 | May 31, 2020 | Apr. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt instrument, description | The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term | |||||||||
Guaranteed SBA PPP Loan [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt instrument face amount | $ 197,600 | |||||||||
Debt instrument interest rate stated percentage | 1% | |||||||||
Debt Instrument, Decrease, Forgiveness | $ 183,567 | |||||||||
Notes and loans payable | $ 0 | $ 0 | $ 14,033 | |||||||
Loan Agreement SBA [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt instrument face amount | $ 149,900 | |||||||||
Debt instrument interest rate stated percentage | 3.75% | |||||||||
Notes and loans payable | 149,900 | 149,900 | 149,900 | |||||||
Second Draw Guaranteed SBA PPP Loan [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt instrument face amount | $ 197,662 | |||||||||
Debt instrument interest rate stated percentage | 1% | |||||||||
Notes and loans payable | $ 0 | $ 0 | $ 0 | $ 197,662 | $ 197,662 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Dec. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||||
Number of options, outstanding at the beginning of the period | 259,250 | 7,651,750 | 789,250 | ||
Weighted average exercise price, outstanding at the beginning of the period | $ 0.25 | $ 2.45 | $ 0.32 | ||
Number of options, granted | 7,300,000 | ||||
Weighted average exercise price, granted | $ 2.55 | ||||
Number of options, exercised | (217,500) | (317,500) | |||
Weighted average exercise price, exercised | $ 2.65 | $ 0.42 | $ 0.29 | ||
Number of options, forfeited/cancelled | (7,175,000) | (120,000) | |||
Weighted average exercise price, forfeited/cancelled | $ 2.59 | $ 0.30 | |||
Number of options, outstanding at the end of the period | 259,250 | 259,250 | 7,651,750 | ||
Number of options, Exercisable at end of the period | 259,250 | 259,250 | 4,151,750 | 451,448 | |
Weighted average exercise price, per share | $ 0.25 | $ 0.25 | $ 2.28 | $ 0.32 | |
Weighted average exercise price, outstanding at the end of the period | $ 0.25 | $ 2.45 |
Schedule of Stock Option Outsta
Schedule of Stock Option Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Jan. 01, 2022 | Dec. 01, 2021 | Mar. 31, 2023 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Option Exercise Price | $ 2.65 | $ 0.42 | $ 0.29 | ||||
Remaining Exercise Price (in years) | 5 years | 5 years | 5 years | ||||
Options Exercisable | 259,250 | 259,250 | 4,151,750 | 451,448 | |||
Option Exercise Price Range One [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Option Exercise Price | $ 0.25 | $ 0.25 | |||||
Options Outstanding | 259,250 | 259,250 | |||||
Remaining Exercise Price (in years) | 1 year 9 months 18 days | 2 years 1 month 6 days | |||||
Options Exercisable | 259,250 | 259,250 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 01, 2022 | Dec. 01, 2021 | Mar. 24, 2021 | Aug. 03, 2020 | May 09, 2011 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 29, 2022 | Dec. 31, 2020 | Aug. 21, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares option granted | 7,300,000 | ||||||||||||
Stock option exercise price | $ 0.25 | $ 2.45 | $ 0.32 | ||||||||||
Weighted average remaining contractual term | 1 year 9 months 18 days | 2 years 1 month 6 days | |||||||||||
Exercisable intrinsic value | $ 0 | $ 0 | $ 3,641,063 | ||||||||||
Class of warrant exercise price per share | $ 2.75 | $ 1.50 | |||||||||||
Exercise option share | 217,500 | 317,500 | |||||||||||
Cancelled options to purchase | 86,466 | ||||||||||||
Share based compensation unvested option shares | $ 8,925,000 | ||||||||||||
Exercise option share value | $ 50,625 | ||||||||||||
Common stock exercise price per share | $ 2.65 | $ 0.42 | $ 0.29 | ||||||||||
Stock option exercise term | 5 years | 5 years | 5 years | ||||||||||
Share based compensation description | such time as there is a VWAP equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest; at such time as there is a VWAP equal to $3.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest; at such time as there is a VWAP equal to $3.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest; and at such time as there is a VWAP equal to $4.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest. | ||||||||||||
Directors and Employees [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares option granted | 7,000,000 | 7,300,000 | |||||||||||
Stock option exercise price | $ 0.25 | ||||||||||||
Class of warrant exercise price per share | $ 0.25 | ||||||||||||
Exercise option share | 302,644 | ||||||||||||
Fair value option of vesting period | $ 1,608,000 | ||||||||||||
Fair value option vesting period | $ 9,726,950 | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Class of warrant exercise price per share | $ 1 | $ 1.50 | |||||||||||
Exercise option share | 185,216 | 185,216 | 302,644 | ||||||||||
Cancelled options to purchase | 7,175,000 | ||||||||||||
Exercise option share value | $ 19 | $ 19 | $ 30 | ||||||||||
Stock option exercise term | 5 years | ||||||||||||
Common Stock [Member] | Directors and Employees [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Exercise option share | 317,500 | ||||||||||||
Fair value option of vesting period | $ 17,850,000 | ||||||||||||
Exercise option share value | $ 50,625 | ||||||||||||
2020 Plan [Member] | Common Stock [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares option granted | 500,000 | ||||||||||||
2021 Plan [Member] | Common Stock [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares option granted | 10,000,000 | ||||||||||||
Stock option available for granted | 3,000,000 | 10,000,000 |
Schedule of Stock Warrants Acti
Schedule of Stock Warrants Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Stock Warrants, Forfeited/Cancelled | (50,000) | ||||||
Stock Warrants Exercisable - Ending | 21,948,266 | ||||||
Series B Preferred Stock [Member] | |||||||
Stock Warrants Outstanding - Beginning | 10,000 | ||||||
Weighted Average Exercise Price Outstanding - Beginning | $ 1,000 | ||||||
Stock Warrants, Granted | 10,000 | ||||||
Weighted Average Exercise Price, Granted | $ 1,000 | ||||||
Stock Warrants, Exercised | |||||||
Weighted Average Exercise Price, Exercised | |||||||
Stock Warrants, Forfeited/Cancelled | (5,000) | ||||||
Weighted Average Exercise Price, Forfeited/Cancelled | $ 1,000 | ||||||
Stock Warrants Outstanding - Ending | 5,000 | 10,000 | |||||
Weighted Average Exercise Price Outstanding - Ending | $ 1,000 | $ 1,000 | |||||
Stock Warrants Exercisable - Ending | 5,000 | 10,000 | |||||
Weighted Average Exercise Price Exercisable - Ending | $ 1,000 | $ 1,000 | |||||
Common Stock Warrant [Member] | |||||||
Stock Warrants Outstanding - Beginning | 21,984,266 | 22,460,926 | 10,300,000 | ||||
Weighted Average Exercise Price Outstanding - Beginning | $ 0.37 | [1] | $ 0.82 | $ 0.26 | |||
Stock Warrants, Granted | 1,500,000 | 8,525,212 | |||||
Weighted Average Exercise Price, Granted | $ 1.48 | $ 1.91 | |||||
Stock Warrants, Exercised | (766,660) | ||||||
Weighted Average Exercise Price, Exercised | $ 1.28 | ||||||
Stock Warrants, Forfeited/Cancelled | (1,210,000) | (650,000) | |||||
Weighted Average Exercise Price, Forfeited/Cancelled | $ 1.50 | $ 1.81 | |||||
Stock Warrants Outstanding - Ending | 21,984,266 | 21,984,266 | 22,460,926 | ||||
Weighted Average Exercise Price Outstanding - Ending | $ 0.37 | [2] | $ 0.37 | [1] | $ 0.82 | ||
Stock Warrants Exercisable - Ending | 21,984,266 | 21,984,266 | 22,460,926 | 10,300,000 | |||
Weighted Average Exercise Price Exercisable - Ending | $ 0.37 | $ 0.37 | [1] | $ 0.80 | $ 0.26 | ||
Stock Warrants, Results of anti-dilution provisions | 4,285,714 | [3] | |||||
Weighted Average Exercise Price, Results of anti-dilution provisions | [3] | ||||||
[1]On March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $ 1.50 per common share, in exchange for any warrants exercised at this time at the exercise price of $ 1.50 per common share. The issuance of replacement warrants has the effect of resetting the conversion price of all outstanding shares of Series C preferred stock to $ 1.50 per common share and resetting the exercise price of all outstanding warrants to $ 1.50 per common share in instances where those conversion and exercise prices are above $ 1.50 . Additionally, i n late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into the Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the held by Series B and Series C Preferred Stockholders 0.50 per common share . 1.50 1.50 1.50 1.50 1.50 0.175 10,000,000 14,285,714 0.175 |
Schedule of Stock Warrants Ac_2
Schedule of Stock Warrants Activity (Details) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 01, 2022 | Mar. 30, 2022 | Mar. 29, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Mar. 24, 2021 |
Warrant exercise price | $ 2.75 | $ 1.50 | ||||||||
Warrant to purchase shares of common stock | 21,948,266 | 21,948,266 | 166,660 | 600,000 | 250,000 | 2,933,340 | ||||
Series C Preferred Stock [Member] | ||||||||||
Warrant exercise price | $ 0.50 | $ 1.50 | $ 1.50 | $ 2.50 | ||||||
Warrant to purchase shares of common stock | 400,000 | 1,750,936 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Warrant exercise price | $ 0.175 | |||||||||
Debt instrument, convertible, conversion price | $ 0.175 | |||||||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||
Warrant to purchase shares of common stock | 10,000,000 | |||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||
Warrant to purchase shares of common stock | 14,285,714 | |||||||||
Series B And Series C Preferred Stock holders [Member] | Support Aggreement [Member] | ||||||||||
Warrant exercise price | $ 0.50 | |||||||||
16 Warrant [Member] | ||||||||||
Warrant exercise price | 1.50 | |||||||||
16 Warrant [Member] | 16 Warrant Holders [Member] | ||||||||||
Warrant exercise price | 1.50 | |||||||||
Common Stock [Member] | ||||||||||
Warrant exercise price | $ 1.50 | $ 1 | ||||||||
Debt instrument, convertible, conversion price | $ 0.175 | $ 0.175 | ||||||||
Warrant to purchase shares of common stock | 300,000 |
Schedule of Stock Warrants Outs
Schedule of Stock Warrants Outstanding and Exercisable (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2022 | Dec. 01, 2021 | Mar. 01, 2021 | Dec. 31, 2021 | Mar. 31, 2023 | Oct. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 30, 2022 | |
Class of warrant exercise price per share | $ 2.75 | $ 1.50 | |||||||
Warrant outstanding | 250,000 | 21,948,266 | 2,933,340 | 21,948,266 | 166,660 | 600,000 | |||
Warrant Exercisable | 21,948,266 | ||||||||
Remaining Contractual Life (in years) | 5 years | 5 years | 5 years | ||||||
Warrant Exercisable | 21,948,266 | ||||||||
Warrant One [Member] | |||||||||
Class of warrant exercise price per share | $ 0.175 | $ 0.50 | |||||||
Warrant outstanding | 14,285,714 | 6,318,552 | |||||||
Remaining Contractual Life (in years) | 1 year 8 months 12 days | ||||||||
Warrant Exercisable | 14,285,714 | ||||||||
Remaining Contractual Life (in years) | 3 years 10 months 24 days | ||||||||
Warrant Exercisable | 6,318,552 | ||||||||
Warrant Two [Member] | |||||||||
Class of warrant exercise price per share | $ 0.50 | $ 1 | |||||||
Warrant outstanding | 6,318,552 | 300,000 | |||||||
Remaining Contractual Life (in years) | 3 years 8 months 12 days | ||||||||
Warrant Exercisable | 6,318,552 | ||||||||
Remaining Contractual Life (in years) | 1 year 2 months 12 days | ||||||||
Warrant Exercisable | 300,000 | ||||||||
Warrant Three [Member] | |||||||||
Class of warrant exercise price per share | $ 1 | $ 1.50 | |||||||
Warrant outstanding | 300,000 | 400,000 | |||||||
Remaining Contractual Life (in years) | 1 year | ||||||||
Warrant Exercisable | 300,000 | ||||||||
Remaining Contractual Life (in years) | 4 years | ||||||||
Warrant Exercisable | 400,000 | ||||||||
Warrant Four [Member] | |||||||||
Class of warrant exercise price per share | $ 1.50 | $ 1.53 | |||||||
Warrant outstanding | 400,000 | 180,000 | |||||||
Remaining Contractual Life (in years) | 3 years 9 months 18 days | ||||||||
Warrant Exercisable | 400,000 | ||||||||
Remaining Contractual Life (in years) | 1 year 8 months 12 days | ||||||||
Warrant Exercisable | 180,000 | ||||||||
Warrant Five [Member] | |||||||||
Class of warrant exercise price per share | $ 1.53 | $ 2.50 | |||||||
Warrant outstanding | 180,000 | 250,000 | |||||||
Remaining Contractual Life (in years) | 1 year 4 months 24 days | ||||||||
Warrant Exercisable | 180,000 | ||||||||
Remaining Contractual Life (in years) | 4 years | ||||||||
Warrant Exercisable | 250,000 | ||||||||
Warrant Six [Member] | |||||||||
Class of warrant exercise price per share | $ 2.50 | $ 2.75 | |||||||
Warrant outstanding | 250,000 | 250,000 | |||||||
Remaining Contractual Life (in years) | 3 years 9 months 18 days | ||||||||
Warrant Exercisable | 250,000 | ||||||||
Remaining Contractual Life (in years) | 4 years | ||||||||
Warrant Exercisable | 250,000 | ||||||||
Warrant Seven [Member] | |||||||||
Class of warrant exercise price per share | $ 2.75 | ||||||||
Warrant outstanding | 250,000 | ||||||||
Remaining Contractual Life (in years) | 3 years 9 months 18 days | ||||||||
Warrant Exercisable | 250,000 | ||||||||
Warrant [Member] | |||||||||
Class of warrant exercise price per share | $ 2.50 | $ 0.50 | $ 2.75 | $ 0.175 | |||||
Warrant outstanding | 250,000 | 100,000 | 1,750,936 | 14,285,714 | |||||
Remaining Contractual Life (in years) | 2 years 3 months 18 days | ||||||||
Remaining Contractual Life (in years) | 5 years | 5 years | 5 years | 1 year 10 months 24 days | |||||
Warrant Exercisable | 14,285,714 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 30, 2022 | Jan. 01, 2022 | Dec. 01, 2021 | Oct. 31, 2021 | Oct. 20, 2021 | Oct. 12, 2021 | Mar. 24, 2021 | Mar. 01, 2021 | Dec. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2022 | Mar. 29, 2022 | Aug. 21, 2020 | |
Warrant to purchase shares of common stock | 600,000 | 250,000 | 2,933,340 | 21,948,266 | 21,948,266 | 166,660 | 2,933,340 | 21,948,266 | |||||||||||
Warrant exercise price | $ 2.75 | $ 1.50 | $ 1.50 | ||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||||||||
Proceeds from warrant exercises | $ 900,000 | $ 83,330 | $ 900,000 | $ 983,330 | |||||||||||||||
Shares granted | 7,300,000 | ||||||||||||||||||
Share based compensation unvested option shares | $ 8,925,000 | $ 8,925,000 | |||||||||||||||||
Remaining Exercise Price (in years) | 5 years | 5 years | 5 years | ||||||||||||||||
Warrants to purchase shares | 250,000 | ||||||||||||||||||
Shares issued, price per share | $ 2.75 | $ 0.50 | $ 0.50 | ||||||||||||||||
Forfeited or cancelled outstanding warrants | 50,000 | ||||||||||||||||||
Share based compensation vesting period | 1 year 9 months 18 days | 2 years 1 month 6 days | |||||||||||||||||
Warrant to purchase | 2,933,340 | 350,000 | 2,933,340 | 350,000 | |||||||||||||||
Class of warrant description | If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company. | ||||||||||||||||||
Directors and Employees [Member] | |||||||||||||||||||
Warrant exercise price | $ 0.25 | ||||||||||||||||||
Shares granted | 7,000,000 | 7,300,000 | |||||||||||||||||
Fair value option of vesting period | $ 1,608,000 | $ 1,608,000 | |||||||||||||||||
Fair value option vesting period | $ 9,726,950 | ||||||||||||||||||
Warrants Holders [Member] | |||||||||||||||||||
Forfeited or cancelled outstanding warrants | 1,120,000 | 1,210,000 | |||||||||||||||||
Directors [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 750,000 | 750,000 | |||||||||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||
Shares granted | 400,000 | 60,000 | |||||||||||||||||
Remaining Exercise Price (in years) | 3 years | 3 years | 3 years | ||||||||||||||||
Number of percentage execution | 40% upon execution of the Services Agreement; 20% on April 1, 2022; 20% on August 1, 2022; and 20% on December 1, 2022. | 20% upon execution of the Services Agreement; 20% on January 20, 2022; 20% on April 20, 2022; 20% on July 20, 2022; and 20% on October 20, 2022. | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 250,000 | 100,000 | 1,750,936 | 14,285,714 | 14,285,714 | 1,750,936 | |||||||||||||
Warrant exercise price | $ 2.50 | $ 0.50 | $ 2.75 | $ 0.175 | $ 0.175 | $ 2.75 | |||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Weighted average remaining contractual term | 2 years 3 months 18 days | ||||||||||||||||||
Fair value of common stock intrinsic value | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Share based compensation unvested option shares | $ 0 | $ 0 | |||||||||||||||||
Remaining Exercise Price (in years) | 5 years | 5 years | 5 years | 1 year 10 months 24 days | |||||||||||||||
Share based compensation vesting period | 2 years | ||||||||||||||||||
Warrant to purchase | 1,750,936 | 1,750,936 | |||||||||||||||||
Class of warrant description | If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. The warrants are callable by the Company if the VWAP as calculated over 20 consecutive trading days exceeds 200% of the then exercise price, and the average daily dollar volume for such measurement period exceeds 100,000 shares per trading day. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company. | ||||||||||||||||||
Weighted average remaining contractual term | 2 years 6 months 21 days | ||||||||||||||||||
Warrant [Member] | Consultants [Member] | |||||||||||||||||||
Shares granted | 900,000 | ||||||||||||||||||
Warrant [Member] | Directors and Employees [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 600,000 | 600,000 | |||||||||||||||||
Fair value option vesting period | $ 2,080,501 | ||||||||||||||||||
16 Warrant [Member] | |||||||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||||||
16 Warrant [Member] | 16 Warrant Holders [Member] | |||||||||||||||||||
Warrant exercise price | 1.50 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 300,000 | ||||||||||||||||||
Warrant exercise price | $ 1 | 1.50 | |||||||||||||||||
Remaining Exercise Price (in years) | 5 years | ||||||||||||||||||
Common Stock [Member] | Directors and Employees [Member] | |||||||||||||||||||
Fair value option of vesting period | $ 17,850,000 | $ 17,850,000 | |||||||||||||||||
Two Warrant [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 100,000 | ||||||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||||||
Remaining Exercise Price (in years) | 5 years | ||||||||||||||||||
Share based compensation vesting period | 2 years | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 400,000 | 1,750,936 | 1,750,936 | ||||||||||||||||
Warrant exercise price | $ 1.50 | $ 2.50 | $ 0.50 | $ 2.50 | $ 1.50 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Remaining Exercise Price (in years) | 5 years | 5 years | |||||||||||||||||
Series B And Series C Preferred Stock holders [Member] | Support Aggreement [Member] | |||||||||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Warrant to purchase shares of common stock | 180,000 | ||||||||||||||||||
Warrant exercise price | $ 1.5278 | $ 1,000 | $ 0.50 | $ 1,000 | |||||||||||||||
Remaining Exercise Price (in years) | 5 years | ||||||||||||||||||
Forfeited or cancelled outstanding warrants | 5,000 | ||||||||||||||||||
Warrant to purchase | 5,000 | 5,000 |
Series B Preferred Stock Warr_3
Series B Preferred Stock Warrants (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Jul. 07, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 01, 2022 | Jan. 01, 2022 | Oct. 31, 2021 | Mar. 24, 2021 | |
Warrants to acquire preferred stock | 350,000 | 350,000 | 2,933,340 | |||||||||
Class of warrant exercise price per share | $ 2.75 | $ 1.50 | ||||||||||
Reason for exercise of warrant, description | The Company can force the exercise of the warrants if the VWAP exceeds $3.75 per share per share for 20 consecutive trading days and the daily average trading volume of the Common Stock exceeds $100,000 in aggregate value for such period. The warrant holder may not be forced to exercise the warrant if such exercise would cause the holder’s beneficial ownership to exceed 4.9% | |||||||||||
Convertible stock value | $ 239 | $ 348 | $ 145 | |||||||||
Convertible common stock shares outstanding | 185,167 | 3,149,280 | 3,108,240 | |||||||||
Warrant Two [Member] | ||||||||||||
Class of warrant exercise price per share | $ 0.50 | $ 1 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Warrants to acquire preferred stock | 5,000 | 5,000 | ||||||||||
Exercise price of warrant | $ 1,000 | $ 1,000 | ||||||||||
Warrant expiration date | Mar. 26, 2023 | Mar. 26, 2023 | ||||||||||
Class of warrant exercise price per share | $ 1,000 | $ 1,000 | $ 0.50 | $ 1.5278 | ||||||||
Warrants outstanding | 10,000 | 10,000 | ||||||||||
Exercise price per share | $ 1,000 | $ 1,000 | ||||||||||
Convertible stock value | $ 10,800,000 | $ 10,800,000 | ||||||||||
Convertible common stock shares outstanding | 0 | 5,000 | 2,472 | 1,280 | ||||||||
Weighted average remaining contractual life | 1 year | 8 months 12 days | ||||||||||
Series B Preferred Stock [Member] | Warrant Two [Member] | ||||||||||||
Warrants to acquire preferred stock | 5,000 | 5,000 | ||||||||||
Warrant expiration date | Mar. 26, 2024 | Mar. 26, 2024 | ||||||||||
Class of warrant exercise price per share | $ 1,000 | $ 1,000 | ||||||||||
Series B Common Stock [Member] | ||||||||||||
Conversion price description | Each share of our Series B preferred stock is convertible into a number of shares of our common stock determined by dividing the aggregate stated value for the Series B preferred stock being converted ($1,080 per share, as amended, subject to adjustment as set forth in the currently effective Series B Certificate of Designation) by the then-applicable conversion price (initially $1.50 per share), subject to adjustment as set forth in the currently effective Series B Certificate of Designation | Each share of our Series B preferred stock is convertible into a number of shares of our common stock determined by dividing the aggregate stated value for the Series B preferred stock being converted ($1,080 per share, as amended, subject to adjustment as set forth in the currently effective Series B Certificate of Designation) by the then-applicable conversion price (initially $1.50 per share), subject to adjustment as set forth in the currently effective Series B Certificate of Designation. | ||||||||||
Convertible Common Stock [Member] | ||||||||||||
Convertible common stock shares outstanding | 7,200,000 | 21,600,000 | ||||||||||
Conversion price | $ 1.50 | $ 0.50 | ||||||||||
Series B And Series C Preferred Stock holders [Member] | Support Aggreement [Member] | ||||||||||||
Class of warrant exercise price per share | $ 0.50 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
May 31, 2022 | Jan. 25, 2022 | Jan. 23, 2020 | Oct. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Oct. 24, 2022 | Mar. 29, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Mar. 24, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Reverse stock split description | We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action | ||||||||||
Proceeds from issuance of private placement | $ 3,925,050 | ||||||||||
Common stock price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Warrants to acquire preferred stock | 2,933,340 | 350,000 | |||||||||
Class of warrant exercise price per share | $ 1.50 | $ 2.75 | |||||||||
Expected life (in years) | 5 years | 5 years | |||||||||
Proceeds from issuance of warrants | $ 3,900,000 | ||||||||||
Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common stock for investment, shares | 169,205 | ||||||||||
Class of warrant exercise price per share | $ 1.50 | $ 1 | |||||||||
Debt Settlement [Member] | Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock issued during period shares returned | 600,000 | ||||||||||
Highwire Energy Partners, Inc. [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common stock for investment, shares | 169,205 | ||||||||||
Employment Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common stock for investment, shares | 30,000 | ||||||||||
Private Placement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common stock for investment, shares | 2,933,340 | ||||||||||
Common stock price per share | $ 1.50 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Jul. 07, 2022 | Jan. 01, 2022 | Dec. 01, 2021 | Mar. 24, 2021 | Mar. 01, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 29, 2022 | |
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued price per share | $ 2.75 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||
Shares granted | 7,300,000 | |||||||||||||||||
Conversion of stock shares converted | 185,167 | 3,149,280 | 3,108,240 | |||||||||||||||
Conversion of stock shares issued | 15,607,371 | 14,635,257 | ||||||||||||||||
Conversion of preferred stock to common stock | $ 239 | $ 348 | $ 145 | |||||||||||||||
Proceeds from issuance | $ 3,925,050 | |||||||||||||||||
Warrants to acquire preferred stock | 350,000 | 2,933,340 | 350,000 | 350,000 | ||||||||||||||
Warrant exercise price | $ 2.75 | $ 1.50 | ||||||||||||||||
Stock issued during period value new issues | $ 100,000 | |||||||||||||||||
Remaining Exercise Price (in years) | 5 years | 5 years | 5 years | |||||||||||||||
16 Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price | $ 1.50 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price | $ 1 | 1.50 | ||||||||||||||||
Conversion of secured convertible debenture to Common stock, shares | 36,000 | 36,000 | ||||||||||||||||
Issuance of common stock for investment, shares | 169,205 | |||||||||||||||||
Stock issued during period value new issues | $ 17 | |||||||||||||||||
Remaining Exercise Price (in years) | 5 years | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to acquire preferred stock | 1,750,936 | 1,750,936 | 1,750,936 | |||||||||||||||
Warrant exercise price | $ 2.50 | $ 0.50 | $ 2.75 | $ 2.75 | $ 0.175 | $ 2.75 | ||||||||||||
Remaining Exercise Price (in years) | 5 years | 5 years | 5 years | 1 year 10 months 24 days | ||||||||||||||
Scott D Kaufman [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock for investment, shares | 8,300 | |||||||||||||||||
Stock issued during period value new issues | $ 83,332 | |||||||||||||||||
Mr. Maatta [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock for investment, shares | 8,500 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of votes per share | 2,000 | 2,000 | ||||||||||||||||
Issued and outstanding percentage | 12% | 12% | ||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | ||||||||||||||||
Conversion price | $ 0.175 | $ 0.175 | ||||||||||||||||
Shares granted | 7,722 | |||||||||||||||||
Stock issued during period value share based compensation | $ 77,216 | |||||||||||||||||
Conversion of stock shares converted | 0 | 23,423 | 8,750 | |||||||||||||||
Conversion of stock shares issued | 273,129 | 256,117 | ||||||||||||||||
Conversion of preferred stock to common stock | $ 2,731,290 | $ 2,567,170 | ||||||||||||||||
Warrant exercise price | $ 0.175 | |||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of stock shares issued | 1,338,456 | 500,000 | ||||||||||||||||
Series A Preferred Stock [Member] | Scott D Kaufman [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 62,490 | $ 62,490 | $ 34,090 | $ 53,610 | $ 9,020 | $ 62,500 | ||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 6,249 | 6,249 | 3,409 | 5,361 | 902 | 6,250 | ||||||||||||
Series A Preferred Stock [Member] | Paul L. Kessler [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 37,920 | $ 49,410 | $ 49,410 | $ 29,580 | $ 37,920 | $ 6,730 | ||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 3,792 | 4,941 | 4,941 | 2,958 | 3,792 | 673 | ||||||||||||
Series A Preferred Stock [Member] | John D Maatta [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 83,333 | $ 50,000 | ||||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 8,333 | 5,000 | ||||||||||||||||
Series A Preferred Stock [Member] | MrSheikh [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 41,100 | $ 34,260 | $ 41,100 | |||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 4,110 | 3,426 | 4,110 | |||||||||||||||
Stock issued during period value share based compensation | $ 41,110 | |||||||||||||||||
Series A Preferred Stock [Member] | Alan Urban [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 6,850 | |||||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 685 | |||||||||||||||||
Series A Preferred Stock [Member] | Mr. Maatta [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 50,000 | |||||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 5,000 | 5,000 | ||||||||||||||||
Stock issued during period value new issues | $ 85,546 | |||||||||||||||||
Series A Preferred Stock [Member] | Mr Urban [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period value share based compensation | $ 41,100 | |||||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 4,110 | |||||||||||||||||
Series A Preferred Stock [Member] | Mr Kessler [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock for investment, shares | 22,500 | |||||||||||||||||
Stock issued during period value new issues | $ 225,000 | |||||||||||||||||
Series A certificate of Designation [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion price | $ 0.25 | $ 0.25 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issued and outstanding percentage | 5% | 5% | ||||||||||||||||
Conversion price | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||
Conversion of stock shares converted | 0 | 5,000 | 2,472 | 1,280 | ||||||||||||||
Conversion of stock shares issued | 1,458 | 1,439 | ||||||||||||||||
Conversion of preferred stock to common stock | $ 10,800,000 | $ 10,800,000 | ||||||||||||||||
Debt instrument face amount | $ 1,080 | $ 1,080 | ||||||||||||||||
Debt interest rate | 51% | 51% | ||||||||||||||||
Proceeds from issuance | $ 4,378,995 | |||||||||||||||||
Debt conversion converted instrument amount | $ 1,080 | |||||||||||||||||
Warrants to acquire preferred stock | 5,000 | 5,000 | 5,000 | |||||||||||||||
Warrant exercise price | $ 1.5278 | $ 1,000 | 0.50 | $ 1,000 | $ 1,000 | |||||||||||||
Conversion of stock shares converted | $ 1,574,640 | $ 1,554,120 | ||||||||||||||||
Remaining Exercise Price (in years) | 5 years | |||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of stock shares issued | 1,962,448 | 948,646 | ||||||||||||||||
Series B Preferred Stock [Member] | Junior Securities [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Beneficial ownership | 9.99% | 9.99% | ||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion price | $ 1 | $ 1 | ||||||||||||||||
Series B Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion price | 1.50 | $ 1.50 | ||||||||||||||||
Series B Preferred Stock One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Expiration date | Mar. 26, 2023 | |||||||||||||||||
Series B Preferred Stock Two [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price | 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||
Expiration date | Mar. 26, 2024 | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion price | $ 0.50 | $ 0.50 | 0.50 | $ 0.50 | $ 0.50 | |||||||||||||
Conversion of stock shares converted | 7,880 | 7,630 | 7,630 | |||||||||||||||
Conversion of stock shares issued | 16,953,860 | 16,953,860 | ||||||||||||||||
Conversion of preferred stock to common stock | $ 8,476,930 | $ 8,476,930 | ||||||||||||||||
Proceeds from issuance | $ 7,733,601 | |||||||||||||||||
Debt conversion converted instrument amount | $ 1,111 | |||||||||||||||||
Warrant exercise price | $ 1.50 | $ 2.50 | $ 0.50 | $ 2.50 | $ 2.50 | $ 1.50 | ||||||||||||
Convertible Preferred stock terms of conversion | The Series C Preferred Stock ranks junior to the Series B Preferred Stock as to rights upon a liquidation, dissolution or winding up of the Company. The Series C Preferred Stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Stated Value, currently $1,111, by the Series C Conversion Price, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any Common Stock or securities convertible into, exercisable, or exchangeable for Common Stock for no consideration or for consideration less than the applicable Series C Conversion Price in effect immediately prior to such issuance. We are entitled to redeem some or all of the outstanding shares of Series C Preferred Stock for cash in an amount equal to the Optional Redemption Amount (as defined in the Certificate of Designation). The Series C Preferred Stock is entitled to certain protective provisions and, without the written consent of at least 50.1% in Stated Value of the outstanding shares of the Series C Preferred Stock, we may not (or permit any of our subsidiaries to) enter into, create, incur, assume, guarantee or suffer to exist any indebtedness, other than Permitted Indebtedness (as defined in the Certificate of Designation). Shares of common stock issuable upon the conversion of Series C Preferred Stock are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company | The Series C preferred stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the Stated Value, currently $1,111, by the Series C Conversion Price, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for Common Stock for no consideration or for consideration less than the applicable Series C Conversion Price in effect immediately prior to such issuance. We are entitled to redeem some or all of the outstanding shares of Series C preferred stock for cash in an amount equal to the Optional Redemption Amount (as defined in the Certificate of Designation). The Series C preferred stock is entitled to certain protective provisions and, without the written consent of at least 50.1% in Stated Value of the outstanding shares of the Series C preferred stock, we may not (or permit any of our subsidiaries to) enter into, create, incur, assume, guarantee or suffer to exist any indebtedness, other than Permitted Indebtedness (as defined in the Certificate of Designation). Shares of common stock issuable upon the conversion of Series C preferred stock are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company | ||||||||||||||||
Conversion of secured convertible debenture to Common stock, shares | 250 | |||||||||||||||||
Remaining Exercise Price (in years) | 5 years | 5 years | ||||||||||||||||
Series C Preferred Stock One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to acquire preferred stock | 1,750,936 | 1,750,936 | 1,750,936 | |||||||||||||||
Warrant exercise price | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||||
Remaining Exercise Price (in years) | 5 years |
Schedule of Gain from Sale of D
Schedule of Gain from Sale of Discontinue Operation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 15, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Current assets | |||||
Total | |||||
Gain from sale | 1,853,169 | ||||
Current assets | |||||
Total | |||||
Gain from sale | $ 1,853,169 | ||||
Jevo Assets [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net cash paid on the closing date | $ 1,500,000 | ||||
Current assets | 36,060 | ||||
Inventory | 193,300 | ||||
Fixed assets, net | 16,700 | ||||
Intangible assets, net | 123,200 | ||||
Total | 369,260 | ||||
Gain from sale | 1,130,740 | ||||
Current assets | 36,060 | ||||
Inventory | 193,300 | ||||
Fixed assets, net | 16,700 | ||||
Intangible assets, net | 123,200 | ||||
Total | 369,260 | ||||
Gain from sale | $ 1,130,740 |
Schedule of Discontinued Operat
Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | ||||
Prepaid expenses | ||||
Inventory | ||||
Total current assets | ||||
Other assets: | ||||
Property and equipment, net | ||||
Intangible assets, net | ||||
Total | ||||
Current liabilities: | ||||
Accounts payable and accrued expenses | 485,712 | 485,712 | 472,029 | |
Deferred revenue | ||||
Due to CONtv | ||||
Total liabilities | 485,712 | 485,712 | 472,029 | |
Revenue | 43,580 | 829,767 | ||
Operating costs and expenses: | ||||
Cost of revenue | 59,037 | 776,719 | ||
General and administrative | 842,097 | |||
Total operating expenses | 59,037 | 1,618,816 | ||
Loss from operations | (15,457) | (789,049) | ||
Other income (expense): | ||||
Other income | 31,185 | (2,281) | 867,288 | |
Interest income | ||||
Loss on disposal of fixed assets | 1,853,169 | |||
Total other income (expense) | 31,185 | (2,281) | 2,720,457 | |
Income (loss) from discontinued operations | $ 31,185 | $ (17,738) | $ 1,931,108 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 15, 2021 | Aug. 06, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain loss on disposal of discontinued operation net of tax | $ 1,853,169 | |||||
Investments | 302,654 | |||||
Due to related party | ||||||
CONtv [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Passive interest | 10% | 10% | ||||
Investments | $ 0 | $ 0 | 0 | |||
CONtv [Member] | Discontinued Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Due to related party | $ 0 | $ 0 | $ 0 | |||
Jevo Assets [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain loss on disposal of discontinued operation net of tax | $ 1,130,740 | |||||
Net cash paid on the closing date | $ 1,500,000 | |||||
Asset Purchase Agreement [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain loss on disposal of discontinued operation net of tax | $ 722,429 | |||||
Informa Agreement [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain loss on disposal of discontinued operation net of tax | $ 722,429 |
Schedule of Market Price of Min
Schedule of Market Price of Miners (Details) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Estimated mining payment due | $ 4,016,600 | |
Payment made sale of mining | 3,969,000 | |
Remaining estimated mining payment due | 47,600 | |
July 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 7,756 | |
Estimated mining payment due | 775,600 | |
August 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 7,140 | |
Estimated mining payment due | 714,000 | |
September 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 7,140 | |
Estimated mining payment due | 714,000 | |
October 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 6,510 | |
Estimated mining payment due | 651,000 | |
November 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 5,810 | |
Estimated mining payment due | 581,000 | |
December 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 5,810 | [1] |
Estimated mining payment due | $ 581,000 | |
[1]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Schedule of Company_s Wholly-ow
Schedule of Company’s Wholly-owned Subsidiaries (Details) | Dec. 31, 2022 |
Creak Road Miners Crop [Member]. | |
Attributable interest | 100% |
Wizard Special Events [Member]. | |
Attributable interest | 100% |
Creecal Holdings, LLC [Member] | |
Attributable interest | 100% |
Schedule of Estimated Market Pr
Schedule of Estimated Market Price of Miners (Details) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Estimated mining payment due | $ 4,016,600 | |
Payment made sale of mining | 3,969,000 | |
Remaining estimated mining payment due | 47,600 | |
July 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 7,756 | |
Estimated mining payment due | 775,600 | |
August 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 7,140 | |
Estimated mining payment due | 714,000 | |
September 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 7,140 | |
Estimated mining payment due | 714,000 | |
October 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 6,510 | |
Estimated mining payment due | 651,000 | |
November 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 5,810 | |
Estimated mining payment due | 581,000 | |
December 2022 Batch [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of market price per miner | 5,810 | [1] |
Estimated mining payment due | $ 581,000 | |
[1]Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 12 Months Ended | |||||||||
Aug. 15, 2023 USD ($) a shares | May 03, 2023 USD ($) a $ / shares shares | May 03, 2023 USD ($) a $ / shares shares | Mar. 02, 2023 | Aug. 31, 2022 USD ($) | Jan. 23, 2020 | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Jan. 01, 2022 $ / shares | Oct. 31, 2021 $ / shares | |
Subsequent Event [Line Items] | ||||||||||
Changes in market price of bitcoin description | the market price of Bitcoin was $16,547, which reflects a decrease of approximately 60% since the beginning of 2022, and of approximately 75% from its all-time high of approximately $67,000. In addition, the cost of natural gas that we use to produce electricity to power our miners has increased substantially. The cost of natural gas in the United States during 2022 has increased by as much as approximately 260% since the beginning of 2022. | |||||||||
Bitcoin market price | $ 16,547 | $ 28,478 | ||||||||
Reverse stock split | We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action | |||||||||
Exercise price | $ / shares | $ 2.75 | $ 1.50 | ||||||||
Issuance of common stock for investment | 100,000 | |||||||||
Prairie Operating Co LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase of non compensatory options | $ 1,000,000 | |||||||||
Membership interest | 40% | |||||||||
Amended Purchase And Sale Agreement [Member] | Prairie Operating Co LLC [Member] | Forecast [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Area of land | a | 20,327 | |||||||||
Total equity consideration | $ 4,182,000 | |||||||||
Issuance of common stock for investment, shares | shares | 1 | |||||||||
Class of warrant or right, outstanding | shares | 2 | |||||||||
Purchase price | $ 22,182,000 | |||||||||
Cash | $ 18,000,000 | |||||||||
Amended Purchase And Sale Agreement [Member] | Prairie Operating Co LLC [Member] | Exok [Member] | Forecast [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Area of land | a | 32,695 | |||||||||
Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Bitcoin market price | $ 67,000 | $ 67,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business costs | $ 250,000 | |||||||||
Payments to acquire land held for use | $ 3,000,000 | |||||||||
Area of land | a | 3,157 | 3,157 | ||||||||
Subsequent Event [Member] | Exok [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Area of land | a | 4,494 | 4,494 | ||||||||
Subsequent Event [Member] | Prairie Operating Co LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | ratio between 1-23 and 1-30 | |||||||||
Area of land | a | 23,485 | 23,485 | ||||||||
Subsequent Event [Member] | Prairie Operating Co LLC [Member] | Exok [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to acquire land held for use | $ 28,182,000 | |||||||||
Area of land | a | 37,030 | 37,030 | ||||||||
Cash | $ 24,000,000 | $ 24,000,000 | ||||||||
Subsequent Event [Member] | Bristol Capital LLC [Member] | Prairie Operating Co LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase of non compensatory options | $ 24,000 | |||||||||
Membership interest | 30% | 30% | ||||||||
Subsequent Event [Member] | Third Party Investor [Member] | Prairie Operating Co LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase of non compensatory options | $ 8,000 | |||||||||
Membership interest | 10% | 10% | ||||||||
Subsequent Event [Member] | Master Services Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Term of service agreement | 2 years | |||||||||
Monthly hosting service fee | we will pay Atlas a monthly hosting service fee for the quantity of electricity consumed by our miners, with an initial price per kilowatt-hour of $0.08. | |||||||||
Subsequent Event [Member] | Amended Purchase And Sale Agreement [Member] | Prairie Operating Co LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to acquire land held for use | $ 3,000,000 | |||||||||
Area of land | a | 3,157 | 3,157 | ||||||||
Total equity consideration | $ 4,182,000 | |||||||||
Issuance of common stock for investment, shares | shares | 836.4000 | |||||||||
Class of warrant or right, outstanding | shares | 836,400 | 836,400 | ||||||||
Exercise price | $ / shares | $ 6 | $ 6 | ||||||||
Conversion of secured convertible debenture to Common stock, shares | shares | 65,647,676 | |||||||||
Non compensatory options acquire, shares | shares | 8,000,000 | |||||||||
Share price | $ / shares | $ 0.25 | $ 0.25 | ||||||||
Issuance of common stock for investment | $ 4,182,000 | |||||||||
Subsequent Event [Member] | Amended Purchase And Sale Agreement [Member] | Prairie Operating Co LLC [Member] | Exok [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Area of land | a | 4,494 | 4,494 |
Schedule of Sale of Investment
Schedule of Sale of Investment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |||||
Basis of Investment | $ 225,000 | ||||
Cash receivable at closing | 90,000 | ||||
Offset of account payable to seller | 115,896 | ||||
Total | 205,896 | ||||
Loss from sale | $ 19,104 | $ 19,104 |
Investment (Details Narrative)
Investment (Details Narrative) - USD ($) | 12 Months Ended | |||
May 31, 2022 | May 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payments to acquire investments | $ 125,000 | |||
Issuance of common stock for investment | 100,000 | |||
Highwire Energy Partners, Inc. [Member] | ||||
Issuance of common stock for investment, shares | 169,205 | |||
Highwire Energy Partners, Inc. [Member] | Binding Memorandum [Member] | ||||
Investment agreement description | Under the terms of the agreement and subject to certain conditions, the Company has the following obligations to Highwire (i) $125,000 upon execution, (ii) $100,000 in common stock, (iii) $125,000 within 72 hours after Bitcoin mining operations commence, (iv) $110,000 to release Highwire from its bonding obligations, (v) an amount not to exceed $450,000 for the construction of a road on the South Dakota location, (vi) $20,000 for the installation of a mobile data center on the North Dakota property, (vii) the operating costs of each property, (viii) 15% of Bitcoin mining gross profit on the properties, and up to $400,000 if the Company elects to proceed with operations in Wyoming | |||
Payments to acquire investments | $ 125,000 | 125,000 | ||
Issuance of common stock for investment | 100,000 | $ 100,000 | ||
Issuance of common stock for investment, shares | 169,205 | |||
Highwire Energy Partners, Inc. [Member] | Binding Memorandum [Member] | SUDAN | ||||
Payments to acquire investments | 450,000 | |||
Highwire Energy Partners, Inc. [Member] | Binding Memorandum [Member] | ND [Member] | ||||
Payments to acquire investments | 20,000 | |||
Highwire Energy Partners, Inc. [Member] | Binding Memorandum [Member] | Bitcoin Mining Operations [Member] | ||||
Payments to acquire investments | 125,000 | |||
Highwire Energy Partners, Inc. [Member] | Binding Memorandum [Member] | Bonding Obligations [Member] | ||||
Payments to acquire investments | $ 110,000 | $ 110,000 |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Obligations | ||
Operating lease | $ 32,604 | $ 89,956 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Estimate Fair Value of Options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Risk-free interest rate | 0.12% | 0.12% |
Expected life (in years) | 2 years 6 months | 2 years 6 months |
Expected volatility | 297% | 297% |
Maximum [Member] | ||
Risk-free interest rate | 0.82% | 0.82% |
Expected life (in years) | 3 years | 3 years |
Expected volatility | 545% | 545% |
Schedule of Assumptions Used _2
Schedule of Assumptions Used to Estimate Fair Value of Warrants (Details) | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Oct. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected life (in years) | 5 years | 5 years | ||
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0 | 0 | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.32 | 0.32 | ||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 2.09 | 2.09 | ||
Measurement Input, Expected Term [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected life (in years) | 2 years | 2 years | ||
Measurement Input, Expected Term [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected life (in years) | 3 years | 3 years | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 291 | 291 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 297 | 297 |
Lease Obligations (Details Narr
Lease Obligations (Details Narrative) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Apr. 18, 2020 USD ($) ft² | Jun. 16, 2016 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 08, 2022 USD ($) | Jan. 01, 2019 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, right-of-use asset | $ 127,335 | |||||||
Prairie Operating Co LLC [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Expenses | $ 10,000 | 10,000 | ||||||
Office Lease Obligation [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lessee, Operating Lease, Description | The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016, with monthly payments of approximately $8,000 | |||||||
Operating lease, payments | $ 8,000 | 0 | 83,054 | |||||
Operating lease, right-of-use asset | 0 | 0 | 0 | $ 252,980 | ||||
Operating lease, weighted average discount rate, percent | 12% | |||||||
Operating lease, liability | 0 | 0 | 0 | |||||
Operating lease, right-of-use asset, amortization expense | 0 | 85,035 | ||||||
Warehouse Lease Obligation [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 3,900 | 31,920 | 47,424 | |||||
Operating lease, right-of-use asset | $ 173,938 | 0 | 0 | 127,335 | ||||
Operating lease, weighted average discount rate, percent | 12% | |||||||
Operating lease, liability | $ 173,938 | $ 0 | 0 | 135,094 | ||||
Operating lease, right-of-use asset, amortization expense | $ 7,759 | $ 72,331 | ||||||
Area of land | ft² | 3,200 | |||||||
Rent percentage | 2% | |||||||
Lessee, operating lease, term | 5 years | |||||||
Lease expiration date | May 01, 2025 | |||||||
Payment for termination of lease | $ 20,000 |
Sale of Options (Details Narrat
Sale of Options (Details Narrative) - Prairie Operating Co LLC [Member] | Aug. 31, 2022 USD ($) BOED |
Membership interest | 40% |
Purchase of non compensatory options | $ | $ 1,000,000 |
Sale of non compensatory options | $ | $ 80,000 |
Non compensatory options expire date | Aug. 31, 2027 |
Restricted options exercisable increments percentage | 25% |
Barrels of oil equivalent per day one | 2,500 |
Barrels of oil equivalent per day two | 5,000 |
Barrels of oil equivalent per day three | 7,500 |
Barrels of oil equivalent per day four | 10,000 |