Short-Term and Long-Term Borrowings | NOTE 9 — SHORT-TERM AND LONG-TERM BORROWINGS: Note Payable – Related Party On December 22, 2020, the Company entered into a Secured Promissory Note (the “ Note Noteholder The Company may prepay the Note at any time. Upon the occurrence of any Event of Default and expiration of any applicable cure period, and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Company: (a) declare the entire principal amount of the Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; (b) exercise any of its remedies with respect to the collateral set forth in the Deed of Trust; and/or (c) exercise any or all of its other rights, powers or remedies under applicable law. Current portion of note payable –related party balances at February 28, 2021 and February 29, 2020 are set forth in the table below: February 28, 2021 February 29, 2020 Note payable – related party, current portion $ 8,598 $ — Unamortized debt issuance expenses (728 ) — Note payable – related party, current portion, net $ 7,870 $ — Note payable –related party long-term balances at February 28, 2021 and February 29, 2020 are set forth in the table below: February 28, 2021 February 29, 2020 Note payable – related party, non-current $ 145,540 $ — Unamortized debt issuance expenses (10,080 ) — Note payable– related party, non-current, net $ 135,460 $ — Future estimated payments on the outstanding note payable - related party are set forth in the table below: Twelve month periods ending February 28/29 2022 $ 8,598 2023 8,829 2024 9,065 2025 9,309 2026 9,558 Thereafter 108,779 Total $ 154,138 Convertible Note Payable – Related Party During the twelve months ended February 29, 2020, the Company’s Chairman, President and Chief Executive Officer loaned the Company $27,835 for general operating expenses under a Convertible Note Purchase Agreement. The Note had a maturity date of 180 days, or July 12, 2020 and carried no interest, fees or penalties. On July 13, 2020, the note payable was converted to 6,958,758 shares of the Company’s common stock. The note payable had a conversion price of $0.004 per share. 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 was extended for an additional two years to January 29, 2019. The 980,000 warrants held by ten noteholders expired on January 29, 2019. The Company has informed the Note holders that the payment of principal and final interest will be late and is subject to future financing being completed. The Notes principal of $565,000 was payable in full at the amended maturity date of the Notes, and has not been paid. Interest continues to accrue on the unpaid $565,000 principal balance. The terms of the Notes, state that should the Board of Directors, on any future 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. The accrued interest on the 12% Notes at February 28, 2021 and February 29, 2020 was $340,042 and $272,428, respectively. 12% Note balances at February 28, 2021 and February 29, 2020 are set forth in the table below: February 28, 2021 February 29, 2020 12% Subordinated notes - third party $ 315,000 $ 315,000 12% Subordinated notes - related party 250,000 250,000 Net 12% Subordinated Note balance $ 565,000 $ 565,000 The accrued interest owed on the 12% Subordinated Note to the related party is presented on the Company’s Balance Sheets under the caption Accounts payable – related party Accrued interest Line of Credit The Company has an existing $890,000 line of credit for working capital purposes with UBS Bank USA (“UBS”), established pursuant to a Credit Line Agreement dated October 24, 2011 that is secured by the personal guarantee of our President and Chief Executive Officer. On July 10, 2017, a $700,000 portion of the outstanding credit line balance was converted to a 24-month fixed term annual interest rate of 3.244% with interest payable monthly. On July 10, 2019, the 24-month fixed term loan amount of $700,000 was renewed at the same annual percentage interest rate of 3.244% for an additional 24 months. The remaining balance of the credit line has a stated reference rate of 0.249% + 337.5 basis points with interest payable monthly. The reference rate is based on the 30-day LIBOR (“London Interbank Offered Rate”) and is subject to change from UBS. During the twelve months ended February 28, 2021 and February 29, 2020, we received advances on the line of credit of $-0- and $74,000, respectively. During the twelve months ended February 28, 2021 and February 29, 2020, the Company made payments to the line of credit of $60,000 and $60,000, respectively. Interest converted to principal for the twelve months ended February 28, 2021 and February 29, 2020 was $28,503 and $31,548, respectively. At February 28, 2021 and February 29, 2020, the line of credit had an outstanding balance of $840,904 and $872,401, respectively. Note Payable In December 2018, the Company was able to settle an outstanding balance owed to one of its third-party vendors. This settlement resulted in a $120,000 note payable being issued to the vendor. Additionally, the Company agreed to issue 2,000,000 shares of the Company’s common stock as a part of the settlement agreement. Based on the closing price of the Company’s common stock on the date of the settlement agreement, the value of the common stock transaction was determined to be $6,000. The common stock shares were issued during the twelve months ended February 29, 2020. The note has a maturity date of January 1, 2022 and bears an interest rate of 10% rate per annum. Monthly interest is accrued and payable on January 1 st Production Revenue Payable Since December 2018, the Company has been conducting a fundraising program to fund the drilling of future wells in California and Michigan and to settle some of its existing historical debt. The purchasers of production payment interests receive a production revenue payment on future wells to be drilled in California and Michigan in exchange for their purchase. On August 22, 2019, the Company entered into a Note Payoff Agreement with the Company’s Chairman, President and Chief Executive Officer as payment in full of the $250,100 that had been loaned to the Company during the fiscal years ended February 29, 2012 and February 28, 2013. Pursuant to the Note Payoff Agreement, the Company issued a production payment interest in certain of the Company’s production revenue from the drilling of future wells in California and Michigan. The production payment interest was granted for a deemed consideration amount of the balance of the Notes. The grant was made on the same terms as the Company has sold production payment interests to other third parties in the 2018-2019 fiscal year pursuant to its previously disclosed program. As of February 28, 2021 and February 29, 2020, the production revenue payment program balance was $950,100, respectively, of which $550,100, respectively, was owed to a related party - the Company’s Chairman, President and Chief Executive Officer. The production payment interest entitles the purchasers to receive production payments equal to twice their original amount paid, payable from a percentage of the Company’s future net production payments from wells drilled after the date of the purchase and until the Production Payment Target (as described below) is met. The Company shall pay fifty percent (50%) of its net production payments from the relevant wells to the purchasers until each purchaser has received two times the purchase price (the “Production Payment Target”). Once the Company pays the purchasers amounts equal to the Production Payment Target, it shall thereafter pay a pro-rated eight percent (8%) of $1.3 million on its net production payments from the relevant wells to each of the purchasers. However, if the total raised is less than the target $1.3 million, then the payment will be a proportionate amount of the eight percent (8%). Additionally, if the Production Payment Target is not met within the first three years, the Company shall pay seventy-five percent (75%) of its production payments from the relevant wells to the purchasers until the Production Payment Target is met. At February 28, 2021, the Production Payment Target has not been met within the original three years and all future payments will be at the seventy-five percent (75%) rate. The Company accounted for the amounts received from these sales in accordance with ASC 470-10-25 and 470-10-35 which require amounts recorded as debt to be amortized under the interest method as described in ASC 835-30, Interest Method. Consequently, the program balance of $950,100 has been recognized as a production revenue payable. The Company determined an effective interest rate based on future expected cash flows to be paid to the holders of the production payment interests. This rate represents the discount rate that equates estimated cash flows with the initial proceeds received from the sales and is used to compute the amount of interest to be recognized each period. Estimating the future cash outflows under this agreement requires the Company to make certain estimates and assumptions about future revenues and payments and such estimates are subject to significant variability. Therefore, the estimates are likely to change which may result in future adjustments to the accretion of the interest expense and the amortized cost based carrying value of the related payables. Accordingly, the Company has estimated the cash flows associated with the production revenue payments and determined a discount of $1,050,158 as of February 28, 2021, which is being accounted as interest expense over the estimated period over which payments will be made based on expected future revenue streams. For the twelve months ended February 28, 2020 and February 29, 2020, amortization of the debt discount on these payables amounted to $115,151 and $361,583, respectively, which has been included in interest expense in the statements of operations. Production revenue payable balances at February 28, 2020 and February 29, 2020 are set forth in the table below: February 28, 2021 February 29, 2020 Estimated payments of production revenue payable $ 2,000,258 $ 2,054,766 Less: unamortized discount (496,836 ) (666,495 ) 1,503,422 1,388,271 Less: current portion (111,753 ) (43,069 ) Net production revenue payable – long term $ 1,391,669 $ 1,345,202 Paycheck Protection Program (PPP) Loan On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act commonly referred to as the CARES Act. One component of the CARES Act was the first draw paycheck protection program (“PPP”) which provides small business with the resources needed to maintain their payroll and cover applicable overhead. The PPP is implemented by the Small Business Administration (“SBA”) with support from the Department of the Treasury. The PPP provides funds to pay up to eight weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. We applied for, and were accepted to participate in this program. On May 11, 2020, we received funding for $74,355. We used all the loan proceeds to partially subsidize direct payroll expenses. The loan is a two-year loan with a maturity date of May 5, 2022. The loan bears an annual interest rate of 1%. The loan shall be payable monthly with the first six monthly payments deferred. On February 12, 2021, we applied for loan forgiveness under the provisions of Section 1106 of the CARES Act. Loan forgiveness is subject to the sole approval of the SBA. On February 23, 2021, the SBA notified our lender that the loan was forgiven in full. On March 4, 2021, we applied for, and were accepted to participate in the SBA Second Draw PPP program. On March 15, 2021, we received funding for $72,800. It is the Company’s intent to apply for loan forgiveness for the Second Draw PPP loan. Loan forgiveness is subject to the sole approval of the SBA. The Company is eligible for loan forgiveness in an amount equal to payments made during the 24-week period beginning on the loan date, with the exception that no more than 25.0% of the amount of loan forgiveness may be for certain expenses other than payroll expenses. We intend to use all the loan proceeds to partially subsidize direct payroll expenses. Encumbrances On October 17, 2018, a working interest partner in California filed a UCC financing statement in regards to payable amounts owed to the partner by the Company. As of February 28, 2021, we had no encumbrances on our crude oil project in Michigan. |