Short-Term and Long-Term Borrowings | NOTE 9 — SHORT-TERM AND LONG-TERM BORROWINGS: Current debt (Short-term borrowings) Note Payable – Related Party 12% Subordinated Notes The Company’s 12% Subordinated Notes (“the Notes”) issued pursuant to a January 2010 private placement offering to accredited investors, resulted in $595,000 in gross proceeds (of which $250,000 was from a related party) to the Company and accrue interest at 12% per annum, payable semi-annually on January 29th and July 29th. On January 29, 2015, the Company and 12 of the 13 holders of the Notes agreed to extend the maturity date of the Notes for an additional two years to January 29, 2017. Effective January 29, 2017, the maturity date of the Notes and the expiration date of the warrants that were issued in conjunction with the Notes were extended for an additional two years to January 29, 2019. The exercise price of the associated warrants was lowered from $0.14 to $0.07 as part of the Note maturity extension. There are ten noteholders, holding 980,000 warrants (including 500,000 warrants held by a related party) who have not yet exercised their warrants. The Notes principal of $565,000 is payable in full at the amended maturity date of the Notes. The fair value of the warrant modification, as determined by the Black-Scholes option pricing model, was $29,075 and was recognized as a discount to debt and is being amortized over the extended maturity date of the Notes. The Black-Scholes valuation encompassed the following weighted average assumptions: a risk free interest rate of 1.22%; volatility of 378.73%; and dividend yield of 0.0%. The Notes principal of $565,000 is payable in full at the amended maturity date of the Notes. Should the Board of Directors, on the maturity date, decide that the payment of the principal and any unpaid interest would impair the financial condition or operations of the Company, the Company may then elect a mandatory conversion of the unpaid principal and interest into the Company’s common stock at a conversion rate equal to 75% of the average closing price of the Company’s common stock over the 20 consecutive trading days preceding December 31, 2018. Amortization expense was $10,903 at November 30, 2018 and 2017, respectively. The unamortized debt discount at November 30, 2018 and February 28, 2018 was $2,423 and $13,326, respectively. 12% Note balances at November 30, 2018 and February 28, 2018 are set forth in the table below: November 30, 2018 February 28, 2018 12% Subordinated notes $ 315,000 $ 315,000 Debt discount (1,351) (7,429) 12% Subordinated notes balance, net $ 313,649 $ 307,571 12% Note balances – related parties at November 30, 2018 and February 28, 2018 are set forth in the table below: November 30, 2018 February 28, 2018 12% Subordinated notes – related party $ 250,000 $ 250,000 Debt discount (1,072) (5,897) 12% Subordinated notes – related party balance, net $ 248,928 $ 244,103 In conjunction with the Notes private placement, a total of 1,190,000 common stock purchase warrants (including 500,000 held by a related party) were issued at a rate of two warrants for every dollar raised through the private placement. The warrants have an amended exercise price of $0.07 and an amended expiration date of January 29, 2019. The 12% Note warrants that have been exercised are set forth in the table below. At November 30, 2018, there were 980,000 warrants (including 500,000 held by a related party) that were not exercised and had not expired. Fiscal Period Warrants Exercised Shares of Common Stock Issued Number of Accredited Investors Year Ended February 28, 2014 100,000 100,000 1 Year Ended February 28, 2015 50,000 50,000 1 Year Ended February 29, 2016 - - - Year Ended February 28, 2017 - - - Year Ended February 28, 2018 - - - Nine Months Ended November 30, 2018 - - - Totals 150,000 150,000 2 Maximilian Loan Agreement (Credit Facility) On October 31, 2012, the Company entered into a loan agreement with Maximilian Resources LLC, a Delaware limited liability company and successor by assignment to Maximilian Investors LLC (either party, as appropriate, is referred to in these notes to the financial statements as “Maximilian”), which provided for a revolving credit facility of up to $20 million, that matured on October 31, 2016, with a minimum commitment of $2.5 million. In August 2013, the Company amended its loan agreement with Maximilian thereby increasing the amount of the credit facility to $90 million and reduced the annual interest rate to 12%. The Company evaluated the amendment of the revolving credit facility under ASC 470-50-40 and determined that the Company’s borrowing capacity under the amended loan agreement exceeded its borrowing capacity under the old loan agreement. Consequently, the unamortized discount and deferred financing costs as of the date of amendment were amortized over the term of the loan agreement. On October 31, 2016 through the Fourth Amendment to the Amended and Restated Loan and Security Agreement (the “Restructuring Agreement”), the maturity date of the loan was changed to February 28, 2020. As a result of the decline in hydrocarbon prices that started in June of 2014, the Company has been unable to make any type of interest or principal payments required under the amended terms of its credit facility with Maximilian since December of 2015. Due to the Company’s default on the Maximilian loan, all unamortized discount and deferred financing costs were fully amortized during the twelve months ended February 28, 2018. Under the terms of the Restructuring Amendment all unpaid interest is currently being accrued. Accrued interest on the credit facility loan at November 30, 2018 and February 28, 2018 was $3,459,858 and $1,812,128, respectively. During the nine months ended November 30, 2018 and 2017, the Company received advances of $-0- and $102,700, respectively, under the terms of the credit facility. On December 27, 2018, the Company settled its outstanding indebtedness with Maximilian including a release and termination of all liens and security interests granted to Maximilian with respect to the Company’s California and Michigan projects. Please refer to Note 14 – Subsequent Events for further discussion on this transaction. Maximilian Promissory Note – Michigan Exploratory Joint Drilling Project The Company has a note payable loan balance to Maximilian of $94,650 as of November 30, 2018 and February 28, 2018. The Company has received $94,650 in aggregate from multiple advances since January 2017 from Maximilian under a separate promissory note agreement dated January 17, 2017 and amended on February 10, 2017 regarding the development of an exploratory joint drilling project in Michigan. Advances under this agreement are subject to a 5% (five percent) per annum interest rate. In the event of a default of any of the Company’s obligations under the promissory note, the amounts due may be called immediately due and payable at Maximilian’s option. Due to a lack of available funding from Maximilian, we have been unable to spud a well on the Michigan project. The Company is currently considered to be in default under the terms of its loan agreement. Maximilian is currently in receivership. The United States District Court for the Eastern District of New York, Southern Division has hired consultants to assist in finding a new lender. No assurances can be made as to who the new lender will be or how the structure of the loan will affect the Company. Accrued interest on the Michigan promissory note at November 30, 2018 and February 28, 2018 was $8,774 and $5,158, respectively. During the nine months ended November 30, 2018 and 2017, the Company received advances of $-0- and $10,650. The $10,650 was paid directly to the Operator of the Michigan project by Maximilian on the Company’s behalf. In accordance with the guidance found in ASC-470-10-45, the entire balance of both the Maximilian credit facility loan and the Michigan loan is presented under the current liabilities section of the balance sheets. Current debt balances at November 30, 2018 and February 28, 2018 are set forth in the table below: November 30, 2018 February 28, 2018 Credit facility balance $ 9,063,144 $ 9,063,144 Michigan exploratory joint drilling debt 94,650 94,650 Subtotal debt 9,157,794 9,157,794 Accrued interest on credit facility and Michigan exploratory joint drilling debt 3,468,632 1,817,287 Total Maximilian debt $ 12,626,426 $ 10,975,081 On December 27, 2018, the Company settled its outstanding indebtedness with Maximilian including a release and termination of all liens and security interests granted to Maximilian with respect to the Company’s California and Michigan projects. Please refer to Note 14 – Subsequent Events for further information on this transaction. Line of Credit At November 30, 2018 and February 28, 2018, the line of credit had an outstanding balance of $834,329 and $873,350, respectively. During the nine months ended November 30, 2018 and 2017, the Company received advances of $33,300 and $65,000 from the line of credit. Additionally during the nine months ended November 30, 2018, the Company made payments to the line of credit of $95,000 and $45,000, respectively. Interest incurred for the nine months ended November 30, 2018 and 2017 was $22,680 and $24,903, respectively. |