Meta Materials (MMATQ) 10-Q 9 Nov 20 2020 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2020	Nov. 09, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-36247
Entity Registrant Name	TORCHLIGHT ENERGY RESOURCES, INC.
Entity Central Index Key	0001431959
Entity Tax Identification Number	74-3237581
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5700 West Plano Pkwy
Entity Address, Address Line Two	Suite 3600
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75093
City Area Code	(214)
Local Phone Number	432-8002
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TRCH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		99,327,673

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 258,803	$ 89,730
Restricted cash	500,000
Accounts receivable	268,458	199,462
Production revenue receivable	73,464	100,546
Subscription receivable		250,000
Prepayments - development costs	750,000
Prepaid expenses	153,062	96,006
Total current assets	2,003,787	735,744
Oil and gas properties, net	33,463,330	40,182,043
Convertible note receivable	501,096
Office equipment, net	4,905	6,348
TOTAL ASSETS	35,973,118	40,924,135
Current liabilities:
Accounts payable	819,458	1,444,002
PPP note payable	77,477
Accrued payroll	1,131,176	996,176
Related party payables	45,000	45,000
Due to working interest owners	54,320	54,320
Accrued interest payable	501,171	445,861
Total current liabilities	18,263,153	13,962,486
Convertible notes payable and accrued interest		7,157,260
Asset retirement obligations	23,745	23,319
Total liabilities	20,259,983	25,857,739
Stockholders’ equity:
Preferred stock, par value $0.001, 10,000,000 shares authorized; -0- issued and outstanding September 30, 2020 and December 31, 2019
Common stock, par value $0.001; 150,000,000 shares authorized; 99,432,298 issued and outstanding at September 30, 2020; 76,222,042 issued and outstanding at December 31, 2019	99,438	76,225
Additional paid-in capital	122,645,462	114,143,872
Accumulated deficit	(107,031,765)	(99,153,701)
Total stockholders’ equity	15,713,135	15,066,396
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	35,973,118	40,924,135
12% Secured Promissory Notes [Member]
Current liabilities:
Convertible Notes Payable, Current	12,367,808
6% Secured Promissory Notes [Member]
Current liabilities:
Convertible Notes Payable, Current	1,500,000
12% Unsecured Promissory Notes [Member]
Current liabilities:
Convertible Notes Payable, Current		8,437,127
Convertible Debt, Noncurrent		3,940,703
8% Convertible Promissory Notes Payable [Member]
Current liabilities:
Convertible Notes Payable, Current	1,226,743
Convertible Debt, Noncurrent		773,971
10% Convertible Promissory Notes Payable [Member]
Current liabilities:
Convertible Notes Payable, Current	540,000	540,000
14% Convertible Promissory Notes Payable [Member]
Current liabilities:
Convertible Notes Payable, Current		2,000,000
Convertible Debt, Noncurrent	$ 1,973,085

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Transfer of Financial Assets Accounted for as Sales [Line Items]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	99,432,298	76,222,042
Common Stock, Shares, Outstanding	99,432,298	76,222,042
12% Secured Promissory Notes [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Promissory Notes, Discount and Financing Cost Current	$ 132,192	$ 0
12% Unsecured Promissory Notes [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Promissory Notes, Discount and Financing Cost Current	0	127,170
Promissory Notes, Discount and Financing Cost Non-Current	0	59,297
8% Convertible Promissory Notes Payable [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Promissory Notes, Discount and Financing Cost Current	733,257
Promissory Notes, Discount and Financing Cost Non-Current		$ 1,186,029
14% Convertible Promissory Notes Payable [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Promissory Notes, Discount and Financing Cost Non-Current	$ 26,915

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Oil and gas sales	$ 61,722	$ 71,142	$ 191,819	$ 619,054
Cost of revenues	(23,644)	(117,104)	(171,664)	(358,424)
Gross profit	38,078	(45,962)	20,155	260,630
Operating expenses:
General and administrative	590,369	849,425	2,244,804	2,557,343
Depreciation, depletion and amortization	77,118	27,355	802,316	355,050
Loss on extinguishment of debt			1,829,651
Impairment loss			2,108,301	474,357
Total operating expenses	667,487	876,780	6,985,072	3,386,750
Other income (expense)
Interest expense and accretion of note discounts	(256,636)	(328,895)	(914,243)	(694,077)
Interest income	1,096		1,096	52
Total (expense), net	(255,540)	(328,895)	(913,147)	(694,025)
Loss before income taxes	(884,949)	(1,251,637)	(7,878,064)	(3,820,145)
Provision for income taxes
Net loss	$ (884,949)	$ (1,251,637)	$ (7,878,064)	$ (3,820,145)
Basic and Diluted	$ (0.01)	$ (0.02)	$ (0.09)	$ (0.05)
Basic and Diluted	98,242,340	73,930,596	87,926,086	72,350,083

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows From Operating Activities
Net loss	$ (7,878,064)	$ (3,820,145)
Adjustments to reconcile net loss to net cash from operations:
Stock based compensation	395,150	854,720
Stock issued for interest payments on notes payable		497,817
Accrued interest payable in stock	60,801	163,168
Amortization of debt issuance costs	230,755	214,939
Accretion of note discounts	82,605	274,217
Amortization of beneficial conversion on convertible notes	452,772
Depreciation, depletion and amortization	802,316	355,050
Loss on extinguishment of debt	1,829,651
Impairment loss	2,108,301	474,357
Change in:
Accounts receivable	(68,996)	(56,456)
Production revenue receivable	27,082	247,123
Prepayments - development costs		144,641
Prepaid expenses	(57,056)	(106,265)
Accounts payable and accrued expenses	226,820	89,119
Accrued interest payable	483,554	489,127
Net cash from operating activities	(1,304,309)	(178,588)
Cash Flows From Investing Activities
Investment in oil and gas properties	(5,570,495)	(6,606,279)
Purchase of property, plant, and equipment		(6,564)
Net cash from investing activities	(5,570,495)	(6,612,843)
Cash Flows From Financing Activities
Issuance of common stock, net of offering costs	6,466,400	2,516,880
Proceeds from stock subscription receivable	250,000
Proceeds from notes payable	1,077,477	4,010,000
Payment for extension of debt maturity	(250,000)
Proceeds from exercise of warrants into common stock		184,843
Net cash from financing activities	7,543,877	6,711,723
Net increase (decrease) in cash and restricted cash	669,073	(79,708)
Cash and restricted cash - beginning of period	89,730	840,163
Cash and restricted cash - end of period	758,803	760,455
Supplemental disclosure of cash flow information:
Cash paid for interest	1,344,469	1,131,819
Cash paid for state franchise tax	100	4,442
Supplemental disclosure of non-cash investing and financing activities:
Debt converted by transfer of working interest	7,330,849
Common stock issued for prepayment of development costs	750,000
Common stock issued for payment in kind on notes payable	314,107	314,107
Common stock issued for note principal and interest conversion	65,646	50,000
Common stock issued for note extension	16,000
Increase (decrease) in accounts payable for property development costs	(531,864)	225,536
Beneficial conversion feature on convertible notes		1,145,546
Debt discount from fair value of warrants with convertible notes		240,455
Note receivable from third party	500,000
Account payable relieved in transfer of oil and gas properties	7,000
Common stock issued for lease interests		$ 125,000

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning Balance, Shares at Dec. 31, 2018	70,112,376
Beginning Balance at Dec. 31, 2018	$ 70,116	$ 107,266,965	$ (89,314,305)	$ 18,022,776
Issuance of common stock for services	$ 92	99,908		100,000
Beginning Balance, Shares	92,593
Issuance of common stock for cash	$ 1,593	1,272,487		1,274,080
Beginning Balance, Shares	1,592,600
Warrants issued for services		186,000		186,000
Stock options issued for services		111,250		111,250
Net loss			(1,677,874)	(1,677,874)
Beginning Balance, Shares at Mar. 31, 2019	71,911,115
Beginning Balance at Mar. 31, 2019	$ 71,914	109,028,125	(90,992,179)	18,107,860
Issuance of common stock for interest	$ 13	14,615		14,628
Beginning Balance, Shares	13,546
Issuance of common stock for option/warrant exercise	$ 100	76,900		77,000
Beginning Balance, Shares	100,000
Beginning Balance, Shares at Dec. 31, 2018	70,112,376
Beginning Balance at Dec. 31, 2018	$ 70,116	107,266,965	(89,314,305)	18,022,776
Net loss				(3,820,145)
Beginning Balance, Shares at Sep. 30, 2019	74,255,375
Beginning Balance at Sep. 30, 2019	$ 74,258	112,878,089	(93,134,450)	19,817,897
Issuance of common stock for promissory note extension
Issuance of common stock for note payment in kind				314,107
Issuance of common stock for prepayment of development costs
Common stock issued in note principal and interest conversion				50,000
Issuance of common stock for oil and gas lease extension				125,000
Beneficial conversion feature on convertible notes				1,145,546
Debt discount from fair value of warrants issued with convertible notes				240,455
Beginning Balance, Shares at Mar. 31, 2019	71,911,115
Beginning Balance at Mar. 31, 2019	$ 71,914	109,028,125	(90,992,179)	18,107,860
Issuance of common stock for services	$ 100	148,900		149,000
Beginning Balance, Shares	100,000
Issuance of common stock for cash	$ 695	555,305		556,000
Beginning Balance, Shares	695,000
Warrants issued for services		87,000		87,000
Stock options issued for services		25,000		25,000
Net loss			(890,634)	(890,634)
Beginning Balance, Shares at Jun. 30, 2019	73,123,917
Beginning Balance at Jun. 30, 2019	$ 73,127	110,441,403	(91,882,813)	18,631,717
Issuance of common stock for note payment in kind	$ 202	313,906		314,108
Beginning Balance, Shares	202,316
Issuance of common stock for interest	$ 48	50,492		50,540
Beginning Balance, Shares	46,796
Issuance of common stock for option/warrant exercise	$ 68	107,775		107,843
Beginning Balance, Shares	68,690
Issuance of common stock for oil and gas lease extension	$ 100	124,900		125,000
Beginning Balance, Shares	100,000
Issuance of common stock for services	$ 120	116,280		116,400
Beginning Balance, Shares	120,000
Issuance of common stock for cash	$ 858	685,942		686,800
Beginning Balance, Shares	858,500
Issuance of common stock for convertible note conversion	$ 45	49,955		50,000
Warrants issued for services		67,570		67,570
Stock options issued for services		12,500		12,500
Net loss			(1,251,637)	(1,251,637)
Beginning Balance, Shares at Sep. 30, 2019	74,255,375
Beginning Balance at Sep. 30, 2019	$ 74,258	112,878,089	(93,134,450)	19,817,897
Issuance of common stock for interest	$ 108	118,438		118,546
Issuance of common stock for interest, shares	107,503
Beneficial conversion feature on convertible notes		1,145,546		1,145,546
Debt discount from fair value of warrants issued with convertible notes		240,455		240,455
Issuance of common stock for convertible note conversion, shares	45,455
Beginning Balance, Shares at Dec. 31, 2019	76,222,042
Beginning Balance at Dec. 31, 2019	$ 76,225	114,143,872	(99,153,701)	15,066,396
Issuance of common stock for services	$ 125	86,125		86,250
Beginning Balance, Shares	125,000
Issuance of common stock to a vendor for delay in payment	$ 40	25,960		26,000
Beginning Balance, Shares	40,000
Issuance of common stock for cash	$ 3,886	2,353,232		2,357,118
Beginning Balance, Shares	3,885,715
Issuance of common stock for convertible note conversion		382,500		382,500
Warrants issued for services		98,900		98,900
Stock options issued for services		19,500		19,500
Net loss			(3,693,863)	(3,693,863)
Beginning Balance, Shares at Mar. 31, 2020	80,272,757
Beginning Balance at Mar. 31, 2020	$ 80,276	117,110,089	(102,847,564)	14,342,801
Beginning Balance, Shares at Dec. 31, 2019	76,222,042
Beginning Balance at Dec. 31, 2019	$ 76,225	114,143,872	(99,153,701)	15,066,396
Issuance of common stock for services				$ 161,750
Beginning Balance, Shares				317,857
Issuance of common stock to a vendor for delay in payment				$ 26,000
Beginning Balance, Shares				40,000
Issuance of common stock for convertible note conversion				$ 382,500
Warrants issued for services				148,900
Stock options issued for services				58,500
Net loss				(7,878,064)
Beginning Balance, Shares at Sep. 30, 2020	99,432,298
Beginning Balance at Sep. 30, 2020	$ 99,438	122,645,462	(107,031,765)	15,713,135
Issuance of common stock for promissory note extension				$ 16,000
Beginning Balance, Shares				40,000
Issuance of common stock for note payment in kind				$ 314,107
Issuance of common stock for prepayment of development costs				750,000
Common stock issued in note principal and interest conversion				$ 65,646
Common stock issued in note principal and interest conversion, Shares				198,926
Issuance of common stock for oil and gas lease extension
Beneficial conversion feature on convertible notes
Debt discount from fair value of warrants issued with convertible notes
Beginning Balance, Shares at Mar. 31, 2020	80,272,757
Beginning Balance at Mar. 31, 2020	$ 80,276	117,110,089	(102,847,564)	14,342,801
Issuance of common stock for services	$ 143	59,857		60,000
Beginning Balance, Shares	142,857
Issuance of common stock for cash	$ 11,345	2,767,856		2,779,201
Beginning Balance, Shares	11,344,737
Stock options issued for services		19,500		19,500
Net loss			(3,299,252)	(3,299,252)
Beginning Balance, Shares at Jun. 30, 2020	94,468,304
Beginning Balance at Jun. 30, 2020	$ 94,471	122,060,814	(106,146,816)	16,008,469
Warrants issued in connection with common stock offerings		891,112		891,112
Issuance of common stock for promissory note extension	$ 40	15,960		16,000
Beginning Balance, Shares	40,000
Common stock issued in payment of accounts payable	$ 357	134,643		135,000
Beginning Balance, Shares	357,143
Issuance of common stock for note payment in kind	$ 680	313,427		314,107
Beginning Balance, Shares	680,376
Issuance of common stock for prepayment of development costs	$ 1,630	748,370		750,000
Beginning Balance, Shares	1,630,434
Issuance of common stock for services	$ 50	15,450		15,500
Beginning Balance, Shares	50,000
Issuance of common stock for cash	$ 1,557	437,412		438,969
Beginning Balance, Shares	1,557,173
Warrants issued for services		50,000		50,000
Stock options issued for services		19,500		19,500
Net loss			(884,949)	(884,949)
Beginning Balance, Shares at Sep. 30, 2020	99,432,298
Beginning Balance at Sep. 30, 2020	$ 99,438	122,645,462	(107,031,765)	15,713,135
Common stock issued in warrant exercise	$ 3,158	(3,158)
Common stock issued in warrant exercise, Shares	3,157,895
Common stock issued in note principal and interest conversion	$ 202	$ 65,444		$ 65,646
Common stock issued in note principal and interest conversion, Shares	198,926

NATURE OF BUSINESS

NATURE OF BUSINESS	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS	1. NATURE OF BUSINESS Torchlight Energy Resources, Inc. was incorporated in October 2007 under the laws of the State of Nevada as Pole Perfect Studios, Inc. (“PPS”). From its incorporation to November 2010, the company was primarily engaged in business start-up activities. We are engaged in the acquisition, exploitation and/or development of oil and natural gas properties in the United States. We operate our business through our subsidiaries Torchlight Energy Inc., Torchlight Energy Operating, LLC, Hudspeth Oil Corporation, Torchlight Hazel LLC, and Warwink Properties LLC.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	2. GOING CONCERN At September 30, 2020, the Company had not yet achieved profitable operations. We had a net loss of $ 7,878,064 107,031,765 16,259,366 The Company’s ability to continue as a going concern is dependent on its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management’s plan to address the Company’s ability to continue as a going concern includes: (1) obtaining debt or equity funding from private placement, institutional, or public sources; (2) obtain loans from financial institutions, where possible, or (3) participating in joint venture transactions with third parties. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that may result from the outcome of this uncertainty.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	3. SIGNIFICANT ACCOUNTING POLICIES The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. Accounting principles followed and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below: Use of estimates Basis of presentation These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, the accompanying unaudited financial condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Certain reclassifications have been made to the prior period’s consolidated financial statements and related footnotes to conform them to the current period presentation. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. SIGNIFICANT ACCOUNTING POLICIES - continued Risks and uncertainties Concentration of risks Fair value of financial instruments For assets and liabilities that require re-measurement to fair value the Company categorizes them in a three-level fair value hierarchy as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. ● Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Cash and cash equivalents Accounts receivable Oil and gas properties Oil and gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. Unevaluated properties are reviewed for impairment at least quarterly and are determined through an evaluation considering, among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions. Gains and losses on the sale of oil and gas properties are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. SIGNIFICANT ACCOUNTING POLICIES - continued Capitalized interest 1,773,658 2,084,026 Depreciation, depletion, and amortization Ceiling test 2,108,301 474,357 The ceiling test calculation uses a commodity price assumption which is based on the unweighted arithmetic average of the price on the first day of each month for each month within the prior 12 month period and excludes future cash outflows related to estimated abandonment costs. The determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances, and other factors which are difficult to predict could also affect estimates of proved reserves in the future. Asset retirement obligations Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. Income taxes Authoritative guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Company tax returns remain subject to Federal and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. SIGNIFICANT ACCOUNTING POLICIES - continued Estimated interest and penalties related to potential underpayment on any unrecognized tax benefits are classified as a component of tax expense in the statements of operation. The Company has not recorded any interest or penalties associated with unrecognized tax benefits for any periods covered by these financial statements. Share-based compensation The Company accounts for stock option awards using the calculated value method. The expected term was derived using the simplified method provided in Securities and Exchange Commission release Staff Accounting Bulletin No. 110, which averages an awards weighted average vesting period and contractual term for “plain vanilla” share options. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. The Company also issues equity awards to non-employees. The fair value of these option awards is estimated when the award recipient completes the contracted professional services. The Company recognizes expense for the estimated total value of the awards during the period from their issuance until performance completion. The Company values warrant and option awards using the Black-Scholes option pricing model. Revenue recognition Revenues from oil and gas sales Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenues Oil sales $ 59,858 $ 71,064 $ 186,968 $ 596,247 Gas sales 1,864 78 4,851 22,807 Total $ 61,722 $ 71,142 $ 191,819 $ 619,054 Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring control of those goods to the customer. Amounts allocated in the Company’s price contracts are based on the standalone selling price of those products in the context of long-term contracts. Payment is generally received one or two months after the sale has occurred. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. SIGNIFICANT ACCOUNTING POLICIES - continued Gain or loss on derivative instruments is outside the scope of ASC 606 and is not considered revenue from contracts with customers subject to ASC 606. The Company may in the future use financial or physical contracts accounted for as derivatives as economic hedges to manage price risk associated with normal sales, or in limited cases may use them for contracts the Company intends to physically settle but do not meet all of the criteria to be treated as normal sales. Producer Gas Imbalances. Basic and diluted earnings (loss) per share – 11,027,390 Environmental laws and regulations Recent adopted accounting pronouncements Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material impact on the Company’s financial position or results from operations. Subsequent events

OIL & GAS PROPERTIES

OIL & GAS PROPERTIES	9 Months Ended
	Sep. 30, 2020
Extractive Industries [Abstract]
OIL & GAS PROPERTIES	4. OIL & GAS PROPERTIES The following table presents the capitalized costs for oil & gas properties of the Company September 30, 2020 December 31, 2019 Evaluated costs subject to amortization $ 16,092,416 $ 13,243,541 Unevaluated costs 33,009,327 39,667,740 Total capitalized costs 49,101,743 52,911,281 Less accumulated depreciation, depletion and amortization (15,638,413 ) (12,729,238 ) Total oil and gas properties $ 33,463,330 $ 40,182,043 Unevaluated costs as of September 30, 2020 include cumulative costs on developing projects including the Orogrande, Hazel, and Winkler projects in West Texas. The Company periodically adjusts for the separation of evaluated versus unevaluated costs within its full cost pool to recognize the value impairment related to the expiration of, or changes in market value, of unevaluated leases. The impact of reclassifications as they become necessary is to increase the basis for calculation of future period’s depletion, depreciation and amortization which effectively recognizes the impairment on the consolidated statement of operations over future periods. Reclassified costs also become evaluated costs for purposes of ceiling tests and which may cause recognition of increased impairment expense in future periods. The cumulative unevaluated costs which have been reclassified within our full cost pool totals $ 5,881,635 TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. OIL & GAS PROPERTIES - continued Due to the volatility of commodity prices, should oil and natural gas prices decline in the future, it is possible that a further write-down could occur. Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for which transportation and/or marketing contracts are not in place. Estimated reserves to be developed through secondary or tertiary recovery processes are classified as unevaluated properties. Current Projects We are an energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. We are primarily focused on the acquisition of early stage projects, the development and delineation of these projects, and then the monetization of those assets once these activities are completed. Since 2010, our primary focus has been the development of interests in oil and gas projects we hold in the Permian Basin in West Texas. We also hold minor interests in certain other oil and gas projects in Central Oklahoma that we are in the process of divesting. As of September 30, 2020, we had interests in four oil and gas projects: the Orogrande Project in Hudspeth County, Texas, the Hazel Project in Sterling, Tom Green, and Irion Counties, Texas, the Winkler Project in Winkler County, Texas and the wells in Central Oklahoma. Orogrande Project, West Texas On August 7, 2014, we entered into a Purchase Agreement with Hudspeth Oil Corporation (“Hudspeth”), McCabe Petroleum Corporation (“MPC”), and Gregory McCabe, our Chairman. Mr. McCabe was the sole owner of both Hudspeth and MPC. Under the terms and conditions of the Purchase Agreement, we purchased 100% 172,000 We believe all drilling obligations through September 30, 2020 have been met. On September 23, 2015, Hudspeth entered into a Farmout Agreement with Pandora Energy, LP (“Pandora”), Founders Oil & Gas, LLC (“Founders”), and for the limited purposes set forth therein, MPC and Mr. McCabe, for the entire Orogrande Project in Hudspeth County, Texas. The Farmout Agreement provided that Hudspeth and Pandora (collectively referred to as “Farmor”) would assign to Founders an undivided 50% of the leasehold interest and a 37.5% net revenue interest in the oil and gas leases and mineral interests in the Orogrande Project, which interests, except for any interests retained by Founders, would be reassigned to Farmor by Founders if Founders did not spend a minimum of $45.0 million on actual drilling operations on the Orogrande Project by September 23, 2017. Under a joint operating agreement also entered into on September 23, 2015, Founders was designated as operator of the leases. Effective March 27, 2017 the property became subject to a DDU Agreement which allows for all 192 existing leases covering approximately 134,000 net acres leased from University Lands to be combined into one drilling and development unit for development purposes. The term of the DDU Agreement expires on December 31, 2023, and the time to drill on the drilling and development unit continues through December 2023. The DDU Agreement also grants the right to extend the DDU Agreement through December 2028 if compliance with the DDU Agreement is met and the extension fee associated with the additional time is paid. Our drilling obligations include four five During 2017, we assumed operational control from Founders Oil and Gas Operating LLC on the Orogrande Project. We were joined by Wolfbone Investments, LLC, (“Wolfbone”), a company owned by Mr. McCabe. We, along with Hudspeth, Wolfbone and, for the limited purposes set forth therein, Pandora, entered into an Assignment of Farmout Agreement with Founders, (the “Assignment of Farmout Agreement”), pursuant to which we and Wolfbone will share the remaining commitments under the Farmout Agreement. All original provisions of our carried interest were to remain in place including reimbursement to us on each wellbore. Founders was to remain a 9.5% working interest owner in the Orogrande Project for the $9.5 million it had spent as of the date of the Assignment of Farmout Agreement, and such interests were to be carried until $40.5 million is spent by Wolfbone and us, with each contributing 50% of such capital spend, under the existing agreement. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. OIL & GAS PROPERTIES - continued Our working interest in the Orogrande Project thereby increased by 20.25% to a total of 67.75% and Wolfbone then owned 20.25%. On July 25, 2018, we and Hudspeth entered into a Settlement & Purchase Agreement (the “Settlement Agreement”) with Founders (and Founders Oil & Gas Operating, LLC), Wolfbone and MPC, which agreement provides for Founders assigning all of its working interest in the oil and gas leases of the Orogrande Project to Hudspeth and Wolfbone equally. Future well capital spending obligations remained the same 50% contribution from Hudspeth and 50% from Wolfbone until such time as the $40.5 million to be spent on the project. The Company estimates that there is still approximately $9.0 million remaining to be spent on the project until such time as the capital expenditures revert back to the percentages of the working interest owners. After the assignment by Founders, Hudspeth’s working interest increased to 72.5%. The Company has drilled eight test wells in the Orogrande in order to stay in compliance with University Lands D&D Unit Agreement, as well as, to test for potential shallow pay zones and deeper pay zones that may be present on structural plays. Development of the wells continued into the nine months ended September 30, 2020 to further capture and document the scientific base in support of demonstrating the production potential of the property. The Company is currently marketing the project for an outright sale or farm in partner. This marketing process has been long and arduous as the overall market is quite soft. Due to the size and scope of the project, we are dealing with very large companies that have multitudes of people reviewing our material, which in itself is extensive. During the marketing process, the Company and Wolfbone will endeavor to complete the University Maverick A24 #1 as a potential producer in the Atoka formation. Should a farm out partner or sale not occur, the Company and Wolfbone will continue to drill additional wells in the play in order to fulfill the obligations under the DDU Agreement Rich Masterson, our consulting geologist, is credited with originating the Orogrande Project in Hudspeth County in the Orogrande Basin. With Mr. Masterson’s assistance and based on all the science we have gathered to date, we have identified multiple unconventional and conventional target pay zones with depths between 3,000’ and 8,000’ with primary pay, described as the Penn formation, located at depths of 5,300 to 5,900’. Based on our geologic analysis to date, this basin has stacked pay with zones including the Wolfcamp, Penn, Barnett, Woodford, Atoka and more. These potential zones are prospective for oil and gas with a GOR of 1100 expected based on our gathered scientific information and analysis from independent third parties. On March 9, 2020, holders of notes payable by the Company entered into a Conversion Agreement under which the noteholders elected to convert principal of $6,000,000 and approximately $1,331,000 of accrued interest on the notes, in accordance with their terms, into an aggregate 6% working interest (of all such holders) in the Orogrande Project. The Orogrande Project ownership Revenue Working Interest Interest University Lands - Mineral Owner 20.000 % n/a ORRI - Magdalena Royalties, LLC, an entity controlled by Gregory McCabe, Chairman 4.500 % n/a ORRI - Unrelated Party 0.500 % n/a Hudspeth Oil Corporation, a subsidiary of Torchlight Energy Resources Inc. 49.875 % 66.500 % Wolfbone Investments LLC, an entity controlled by Gregory McCabe, Chairman 18.750 % 25.000 % Conversion by Note Holders in March, 2020 4.500 % 6.000 % Unrelated Party 1.875 % 2.500 % 100.000 % 100.000 % TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. OIL & GAS PROPERTIES - continued Hazel Project in the Midland Basin in West Texas Effective April 4, 2016, TEI acquired from MPC a 66.66% working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout of a 25% working interest was retained by MPC and another unrelated working interest owner. In October 2016, the holders of all of our then-outstanding shares of Series C Preferred Stock (which were issued in July 2016) elected to convert into a total 33.33% working interest in our Hazel Project, reducing our ownership from 66.66% to a 33.33% working interest. The Company has drilled six test wells on the Hazel Project to capture and document the scientific base in support of demonstrating the production potential of the property. Acquisition of Additional Interests in Hazel Project On January 30, 2017, we entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which was wholly-owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66% working interest in the 12,000 gross acres, 9,600 net acres, in the Hazel Project. Also on January 30, 2017, TEI entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, TEI acquired certain of Wolfbone’s Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40 acre unit surrounding the well. Upon the closing of the transactions, our working interest in the Hazel Project increased by 40.66% to a total ownership of 74%. Effective June 1, 2017, we acquired an additional 6% working interest from unrelated working interest owners increasing our working interest in the Hazel project to 80%, and an overall net revenue interest of 74-75%. Mr. Masterson, who assisted with development in our Orogrande project, is also credited with originating the Hazel Project in the Midland Basin. We were required to drill one well every six months to hold the entire 12,000 acre block for eighteen months until to November 22, 2018, and thereafter two wells every six months. During 2019 and the nine months ended September 30, 2020 modifications were completed to mineral owner leases as described below. Lease Modifications In May 2019 we entered into agreements with two of the three mineral owners on the northern section of the leases to keep the entire acreage block as one lease with a one year extension. We issued each of them 50,000 shares of our common stock as consideration for this extension. As of September 30, 2020 we have structured the extension agreement retroactively with the third mineral owner for cash consideration. Due to this extension, our obligation for 2019 reduced to one obligation well. We finished that obligation well targeting a shallow zone that showed oil potential. For the remainder of 2020 the Company must drill one well in June and two wells by the December 31, 2020. Development of the June well was initiated during June, 2020. The December obligation was met under the terms of the Option Agreement. See below. In April 2018, we announced that we have commenced a process that could result in the monetization of the Hazel Project. We believed the development activity at the Hazel Project, coupled with nearby activities of other oil and gas operators, suggested that this project has achieved a level of value worth monetizing. We anticipate that the liquidity that would be provided from selling the Hazel Project would be used to retire debt with any remainder redeployed into the Orogrande Project. Option Agreement with Masterson Hazel Partners, LP On August 13, 2020, our subsidiaries Torchlight Energy, Inc. and Torchlight Hazel, LLC (collectively, “Torchlight”) entered into an option agreement (the “Option Agreement”) with Masterson Hazel Partners, LP (“MHP”) and McCabe Petroleum Corporation. Under the agreement, MHP is obligated to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the “Well”) on our Hazel Project, sufficient to satisfy Torchlight’s continuous development obligations on the southern half of the prospect no later than September 30, 2020. MHP paid to Torchlight $1,000 as an option fee at the time of execution of the Option Agreement. If MHP fails to meet the September 30, 2020 deadline, then the options granted pursuant to the Option Agreement will automatically terminate, and Torchlight will retain the $1,000 option fee as its sole remedy. MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs, the revenue from production of the Well attributable to Torchlight’s interest until such time as it has recovered its reasonable costs and expenses for drilling, completing, and operating the well. In exchange for MHP satisfying the above drilling obligations, Torchlight granted to MHP the exclusive right and option to perform operations, at MHP’s sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight’s continuous development obligations on the northern half of the prospect. In the event that MHP exercises this drilling option and satisfies the continuous development obligations on the northern half of the prospect, then MHP will have the option to purchase the entire Hazel Project by March 31, 2021, under the terms of the form of Purchase and Sale Agreement included as an exhibit to the Option Agreement, at an aggregate purchase price of $12,690,704 for approximately 9,762.08 net mineral acres, and not less than 74% net revenue interest (approximately $1,300 per net mineral acre). MHP must exercise the above options no later than December 1, 2020, subject to extension to March 11, 2021 if MHP drills the Well on the southern half of the prospect, provides notice no later than December 1, 2020 of its intent to conduct operations on the northern half of the prospect and on or before December 15, 2020, conducts operations sufficient to satisfy the drilling obligations regarding the second well on the northern half of the prospect. In the event MHP exercises its option to purchase the entire Hazel Project, McCabe Petroleum Corporation, which is owned by our chairman Gregory McCabe, has agreed to reduce its reversionary interest in the Hazel Project from 20% to not more than 12.5%. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. OIL & GAS PROPERTIES - continued On September 18, 2020, the parties entered into a First Amendment to Option Agreement, under which, the date MHP must exercise its options under the Option Agreement was extended. MHP must now exercise the options no later than February 3, 2021, subject to extension to the earlier of May 31, 2021 or the maturity date of the promissory notes held by the David A. Straz, Jr. Foundation and David A. Straz, Jr. Irrevocable Trust DTD 11/11/1986, if MHP drills the well on the southern half of the prospect, provides notice no later than February 3, 2021 of its intent to conduct operations on the northern half of the prospect and on or before February 17, 2021, conducts operations sufficient to satisfy the drilling obligations regarding the second well on the northern half of the prospect. Winkler Project, Winkler County, Texas On December 1, 2017, an Agreement and Plan of Reorganization was entered into with MPC and Warwink Properties, LLC (“Warwink Properties”) to acquire certain assets, including a 10.71875% working interest in approximately 640 acres in Winkler County, Texas. Also on December 1, 2017, MPC closed its transaction with MECO IV, LLC (” MECO”), for the purchase and sale of certain assets. Warwink Properties received a carry from MECO (through the tanks) of up to $1,179,076 in the next well drilled on the Winkler County leases. Also on December 1, 2017, the transactions contemplated by the Purchase Agreement that TEI entered into with MPC closed. Under the Purchase Agreement TEI acquired beneficial ownership of certain of MPC’s assets, including acreage and wellbores located in Ward County, Texas (the “Ward County Assets”). Addition to the Winkler Project As of May 7, 2018 our Winkler project in the Delaware Basin had begun the drilling phase of the first Winkler Project well, the UL 21 War-Wink 47 #2H. Additional acreage was leased by our operating partner under the Area of Mutual Interest Agreement (AMI) and we exercised its right to participate for its 12.5% in the additional 1,080 gross acres. Our carried interest in the first well was applied to this new well and allowed MECO to drill and produce potential revenues sooner than originally planned. The primary leasehold is a 320-acre block and allows for 5,000-foot lateral wells to be drilled. The first well was completed and began production in October, 2018 and is producing currently. The operator has informed us that there will be no planned additional wells in the acreage in 2020. All acreage is presently held by production. During the nine months ended September 30, 2020, the Company transferred a group of marginal unproductive wells (acquired as part of the original Winkler transaction) to the Operator of the properties in exchange for a $7,000 credit against the outstanding account payable due to the Operator. No gain or loss was recognized on the transaction. In December 2018, the Company began to take measures on its own to market the Winkler Project in an effort to focus on the Orogrande. This process is ongoing. Hunton Play, Central Oklahoma Presently, we are producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove. Assessment for Assets Held for Sale Classification With respect to marketing oil and natural gas properties, the Company has evaluated the properties being marketed to determine whether any should be reclassified as held-for-sale at September 30, 2020. The held-for-sale criteria include: management commits to a plan to sell; the asset is available for immediate sale; an active program to locate a buyer exists; the sale of the asset is probable and expected to be completed within one year; the asset is being actively marketed for sale; and it is unlikely that significant changes to the plan will be made. If each of these criteria is met, the property would be reclassified as held-for-sale on the Company’s consolidated balance sheets and measured at the lower of their carrying amount or estimated fair value less costs to sell. Fair values are estimated using accepted valuation techniques, such as a discounted cash flow model, valuations performed by third parties, earnings multiples, or indicative bids, when available. Management considers historical experience and all available information at the time the estimates are made; however, the fair value that is ultimately realized upon the sale of the assets to be divested may differ from the estimated fair values reflected in the consolidated financial statements. If each of these criteria is met, DD&A expense would not be recorded on assets to be divested once they are classified as held for sale. Based on management’s assessment, certain criteria have not been met and no assets are classified as held for sale as of September 30, 2020.

RELATED PARTY PAYABLES

RELATED PARTY PAYABLES	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
RELATED PARTY PAYABLES	5. RELATED PARTY PAYABLES As of September 30, 2020 and December 31, 2019, related party payables was $ 45,000 1,131,176 996,176 On September 18, 2020, McCabe Petroleum Corporation, an entity owned by Greg McCabe, Torchlight’s Chairman, provided a bridge loan to Torchlight for $ 1,500,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	6. COMMITMENTS AND CONTINGENCIES Leases The Company is a subtenant on a month to month basis for the occupancy of its office premises. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. COMMITMENTS AND CONTINGENCIES - continued Legal Matters On January 31, 2020, Torchlight Energy Resources, Inc. and its wholly owned subsidiaries Torchlight Energy, Inc. and Torchlight Energy Operating, LLC were served with a lawsuit brought by Goldstone Holding Company, LLC ( Goldstone Holding Company, LLC v. Torchlight Energy, Inc., et al. On April 30, 2020, our wholly owned subsidiary, Hudspeth Oil Corporation, filed suit against Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies. The suit seeks the recovery of approximately $1.4 million in costs incurred as a result of a tool failure during drilling activities on the University Founders A25 #2 well that is located in the Orogrande Field. Working interest owner Wolfbone Investments, LLC, a company owned by our Chairman Gregory Mccabe, is a co-plaintiff in that action. After the suit was filed, Cordax filed a mineral lien in the amount of $104,500.01 against the Orogrande Field and has sued the operator and counterclaimed against Hudpspeth for breach of contract, seeking the same amount as the lien. We are contesting the lien in good faith. The suit, Hudspeth Oil Corporation and Wolfbone Investments, LLC v. Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies th Environmental Matters The Company is subject to contingencies as a result of environmental laws and regulations. Present and future environmental laws and regulations applicable to the Company’s operations could require substantial capital expenditures or could adversely affect its operations in other ways that cannot be predicted at this time. As of September 30, 2020 and December 31, 2019, no amounts had been recorded because no specific liability has been identified that is reasonably probable of requiring the Company to fund any future material amounts.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
STOCKHOLDERS’ EQUITY	7. STOCKHOLDERS’ EQUITY Common Stock On January 10, 2020, the Company sold 600,000 0.60 On January 16, 2020, the Company announced the closing of its underwritten public offering of 3,285,715 0.70 1,997,118 In May 2020, the Company issued 680,376 314,107 In May 2020, we issued 1,630,434 750,000 On May 20, 2020, the Company announced the closing of its underwritten public offering of 3,450,000 0.34 886,622 TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. STOCKHOLDERS’ EQUITY - continued On June 16, 2020, the Company announced the closing of its registered direct offering of 7,894,737 0.38 2,783,691 During the nine months ended September 30, 2020, the Company issued 317,857 161,750 During the nine months ended September 30, 2020, the Company issued 40,000 26,000 During the nine months ended September 30, 2020, the Company issued 198,926 65,646 During the nine months ended September 30, 2020, the Company issued 40,000 16,000 During the nine months ended September 30, 2020, the Company issued 257,143 90,000 During the nine months ended September 30, 2020, the Company issued 100,000 45,000 On July 20, 2020, the Company entered into a Sales Agreement to conduct an “at-the-market” equity offering program pursuant to which the Company may issue and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $7,000,000. The Sales Agent is entitled to an aggregate fixed commission of 3.0% of the gross proceeds from shares sold. Gross proceeds from sales of 1,557,173 72,997 438,969 Warrants and Options During the nine months ended September 30, 2020, the Company issued 715,000 warrants with total fair value of $ 148,900 58,500 During the nine months ended September 30, 2020, the Company issued 750,000 warrants valued at $ 382,500 During the nine months ended September 30, 2020, the Company issued 600,000 warrants in connection with the sale of 600,000 shares of common stock valued at $360,000 in a private placement. During the nine months ended September 30, 2020, the Company issued 172,500 warrants valued at $36,225 in connection with the offering of common stock on May 20, 2020 as referred to above. In connection with the registered direct offering closed June 16, 2020, as referenced above, the Company issued 3,157,895 warrants. The warrants were exercised on July 9, 2020 under the cashless provisions in the agreement resulting in the Company issuing 3,157,895 shares of common stock for which no cash was received. Of the total proceeds received from the offering $854,887 was allocated to the warrants using the pro rata percentage of the number of warrants to the total shares ultimately issued under the offering terms. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. STOCKHOLDERS’ EQUITY - continued A summary of warrants outstanding Exercise Expiration Date in Price 2021 2022 2023 2024 2025 Total $ 0.425 - - - - 172,500 172,500 $ 0.500 - - 500,000 - - 500,000 $ 0.70 - - - - 965,000 965,000 $ 0.80 - - - - 2,266,667 2,266,667 $ 1.03 120,000 - - - - 120,000 $ 1.14 - - 600,000 - - 600,000 $ 1.21 - - 120,000 - - 120,000 $ 1.35 - 365,455 - - - 365,455 $ 1.63 - - - 100,000 - 100,000 $ 1.64 200,000 - - - - 200,000 $ 2.00 200,000 - - - - 200,000 520,000 365,455 1,220,000 100,000 3,404,167 5,609,622 On June 11, 2020, 4,500,000 stock options previously granted to officers of the Company in 2015 expired. On July 15, 2020, we entered into new one-year employment agreements with John Brda, our President and Chief Executive Officer, and Roger Wurtele, our Chief Financial Officer. As part of their employment compensation, the Compensation Committee granted Mr. Brda an option to purchase a total of up to 2,250,000 375,000 1,875,000 750,000 375,000 375,000 A summary of stock options outstanding Exercise Expiration Date in Price 2021 2022 2023 2024 2025 Total $ 0.50 - - - - 750,000 750,000 $ 1.00 - - - - 2,250,000 2,250,000 $ 0.85 - - - 600,000 - 600,000 $ 0.97 259,742 - - - - 259,742 $ 1.10 - 800,000 - - - 800,000 $ 1.19 - - 700,000 - - 700,000 $ 1.57 - - - - - - $ 1.63 - 58,026 - - - 58,026 259,742 858,026 700,000 600,000 3,000,000 5,417,768 At September 30, 2020, the Company had reserved 11,027,390 TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. STOCKHOLDERS’ EQUITY - continued Warrants and options granted were valued using the Black-Scholes Option Pricing Model. The assumptions used in calculating the fair value of the warrants and options issued 2020 Risk-free interest rate 0.13% 1.21% Expected volatility of common stock 90% 205% Dividend yield 0.00% Discount due to lack of marketability 20% Expected life of option/warrant Three Years to Five Years 2019 Risk-free interest rate 1.77% 2.46% Expected volatility of common stock 80% 107% Dividend yield 0.00% Discount due to lack of marketability 20% Expected life of option/warrant Three Years Five Years

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2020
Income Tax Disclosure [Abstract]
INCOME TAXES	8. INCOME TAXES The Company recorded no income tax provision at September 30, 2020 and December 31, 2019 because of losses incurred. The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. The Company recorded no income tax expense for the nine months ended September 30, 2020 because the Company expects to incur a tax loss in the current year. Similarly, no income tax expense was recognized for the nine months ended September 30, 2019. The Company had a net deferred tax asset related to federal net operating loss carryforwards of $ 72,806,721 66,984,025

PROMISSORY NOTES

PROMISSORY NOTES	9 Months Ended
	Sep. 30, 2020
Promissory Notes
PROMISSORY NOTES	9. PROMISSORY NOTES Promissory Notes Issued in 2017 On April 10, 2017, we sold two 12% unsecured promissory notes with a total of $ 8,000,000 12% April 10, 2020 7,540,000 These 12% promissory notes allow for early redemption. The notes also contain certain covenants under which we have agreed that, except for financing arrangements with established commercial banking or financial institutions and other debts and liabilities incurred in the normal course of business, we will not issue any other notes or debt offerings which have a maturity date prior to the payment in full of the 12% notes, unless consented to by the holders. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. PROMISSORY NOTES - continued The effective interest rate is 16.15% On April 24, 2017, we used $ 2,509,500 1,007,890 64,297 On February 20, 2020, the Company extended the maturity on $4 million of the 12% unsecured promissory notes previously due in April, 2020. The maturity date of the subject promissory note has been extended for one year, from April 10, 2020 to April 10, 2021 As part of the terms of this extension agreement, the Company paid the noteholder a fee of $ 80,000 Promissory Notes Issued in 2018 On February 6, 2018, we sold to the Straz Trust in a private transaction a 12% unsecured promissory note with a principal amount of $ 4,500,000 April 10, 2020 4,332,150 This 12% promissory note allows for early redemption, provided that if we redeem before February 6, 2019, we must pay the holder all unpaid interest and common stock payments on the portion of the note redeemed that would have been earned through February 6, 2019. The note also contains certain covenants under which we have agreed that, except for financing arrangements with established commercial banking or financial institutions and other debts and liabilities incurred in the normal course of business, we will not issue any other notes or debt offerings which have a maturity date prior to the payment in full of the 12% note, unless consented to by the holder. The effective interest rate is 15.88% Extension of Promissory Notes On April 24, 2020, the Company entered into a Note Amendment Agreement with each of the Straz Foundation, as a lender, the Straz Trust, as a lender and collateral agent, and The Northern Trust Company and Christopher M. Straz, as co-trustees of the Straz Trust. Under the Note Amendment Agreement, the parties agreed to amend and restate the two promissory notes issued to the Straz Trust on April 10, 2017 and February 6, 2018 that have total principal outstanding of $8,500,000, along with the promissory note issued to the Straz Foundation on April 10, 2017 which had an outstanding principal amount of $ 4,000,000 April 10, 2021 Under the Note Amendment Agreements, we and our subsidiaries provided a first priority lien on certain collateral in favor of the collateral agent for the benefit of the lenders. The collateral includes all assets and property held by Hudspeth Oil Corporation and Torchlight Hazel, LLC, which includes without limitation our working interest in certain oil and gas leases in Hudspeth County, Texas, known as the “Orogrande Project” and our working interest in certain oil and gas leases in the Midland Basin in West Texas, known as the “Hazel Project.” Further, these subsidiaries, along with Torchlight Energy, Inc., provided guaranty with respect to payment of the three promissory notes. The Note Amendment Agreements also provide that (a) upon any disposition of less than 100% of Borrower’s right, title and interest in and to the Orogrande Project or the Hazel Project, we must prepay an amount equal to 75% of the proceeds thereof (up to the outstanding amount due under the notes), unless such disposition results in us owning less than a 45% working interest (on an 8/8ths basis) in the Orogrande Project or the Hazel Project, in which case the prepayment amount is to be equal to 100% of such proceeds (up to the outstanding amount due under the notes); and (b) upon any disposition of 100% of our right, title and interest in and to the Orogrande Project or the Hazel Project, we must prepay an amount equal to 100% of the proceeds thereof (up to the outstanding amount due under the notes). Additionally, the promissory notes, as amended, now provide conversion rights whereby the lenders will have the right, at each such lender’s option, to convert any portion of principal and interest into shares of common stock of Torchlight Energy Resources, Inc. at a conversion price of $1.50 per share. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. PROMISSORY NOTES - continued The Note Amendment Agreements (as further amended) provided that no later than May 25, 2020, we were obligated to pay: (a) to the lenders all past due interest that has accrued on the existing promissory notes, and (b) to the Straz Trust a fee of $170,000, which payments were made. Further, the agreements have certain negative covenants regarding related party transactions, dividends, stock repurchases, grants of liens on other assets, and payment of accrued executive compensation. There are also typical affirmative covenants regarding legal compliance and payment of taxes. The agreements also provide certain notice and disclosure requirements, including notice of material events, such as defaults under other obligations and litigation. The $170,000 extension fee was paid on May 22 and the interest payments were made on June 17, 2020 within the terms of a forbearance agreement which provided an extension of the due date of the interest payments. All other terms and conditions of the three original promissory notes remain substantially unchanged, including without limitation, monthly payments of interest only at the rate of 12% per annum, with a balloon payment of the outstanding principal due and payable at maturity, and annual payments of common stock at the rate of 2.5% of the principal amount outstanding, based on a volume-weighted average price. In May 2020 and April 2019, respectively, the holders of the notes described above received 680,376 202,316 The 12% promissory note transactions 12% 2020 Unsecured promissory note balance - December 31, 2019 $ 12,377,830 Note principal converted to common stock on July 14, 2020 (64,297 ) Accretion of discount and amortization of debt issuance costs 304,275 Debt extension fee paid (250,000 ) 12% 2021 Secured promissory note balance - September 30, 2020 $ 12,367,808 Convertible Notes Issued in October, 2018 On October 17, 2018, we sold to certain investors in a private transaction 16% Series C Unsecured Convertible Promissory Notes with a total principal amount of $ 6,000,000 April 17, 2020 TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. PROMISSORY NOTES - continued On March 9, 2020, each of the noteholders entered into a Conversion Agreement with us and our subsidiary Hudspeth Oil Corporation (“Hudspeth”), under which the noteholders elected to convert the notes, in accordance with their terms, into an aggregate 6% working interest (of all such holders) in certain oil and gas leases in Hudspeth County, Texas, known as our “Orogrande Project.” Principal of $6,000,000 and approximately $1,331,000 of accrued interest were converted at March 9, 2020. The Conversion Agreements also provided additional consideration to the noteholders including a limited carry, a top-off obligation of us and Hudspeth, and warrants to purchase a total of 750,000 restricted shares of our common stock, which warrants will have a term of five years and an exercise price of $0.70 per share. The limited carry provides that for the remainder of the 2020 calendar year, Hudspeth will pay all costs and expenses attributable to the assigned working interests, except where prohibited by law or regulation. The top-off obligation provides that, subject to the terms and conditions of the Conversion Agreements, if (a) we sell our entire working interest in the Orogrande Project, (b) as part of such sale, the holder’s entire working interests are sold, and (c) the gross proceeds received by all the holders in such transaction are equal to less than $9,000,000; then we must pay the holders an amount equal to $9,000,000, (i) less gross proceeds the holders received in the transaction, (ii) less the amount of the carry the holders received under the Conversion Agreements, and (iii) less any gross proceeds the holders received in any farmouts occurring prior to the transaction. The transaction was treated as an extinguishment of debt. The fair value of the working interest transferred in the conversion of the debt was $ 8,778,000 382,500 1,829,651 Convertible Notes Issued in First Quarter 2019 On February 11, 2019 the Company raised a total of $ 2,000,000 May 11, 2020 14% 1.08 On April 21, 2020, Torchlight Energy Resources, Inc. entered into agreements to amend the two 14% Series D Unsecured Convertible Promissory Notes that were originally issued on February 11, 2019. Under the amendment agreements, (a) the maturity dates were extended from May 11, 2020 to November 11, 2021 0.43 Under the note amendments, the noteholders agreed to forebear demand or collection on all interest payments due and payable under the Note, including any past due interest payments, for 20 days after the execution of the Note Amendment Agreement. Further, we agreed to (a) issue each holder 20,000 restricted shares of common stock immediately and (b) pay each holder a fee of $10,000, at the same time as the payment of past due interest is paid. The past due interest and fee was paid. These two promissory notes will continue to provide for monthly payments of interest only at the rate of 14% per annum, with a balloon payment of the outstanding principal due and payable at maturity. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. PROMISSORY NOTES - continued Convertible Notes Issued in Third Quarter 2019 In July 2019, the Company issued 8% Unsecured Convertible Promissory notes in the amount of $ 2,010,000 8% May 21, 2021 1.10 1.35 Warrants issued along with the notes meet the requirements of the scope exemptions in ASC 815-10-15-74 and are thus classified as equity upon issuance. The Company determined the fair value of the warrants using the Black Scholes pricing formula and is recognized as a discount on the carrying amount of the notes and is credited to additional paid in capital. The fair value of the warrants at the issuance date was determined to be $ 240,455 A beneficial conversion feature (“BCF”) of a convertible note is normally characterized as the convertible portion feature that provides a rate of conversion that is below market value or “in the money” when issued. The BCF related to the issuance of the notes was recorded at the issuance date. The BCF was measured using the intrinsic value method and is shown as a discount to the carrying amount of the convertible note and is credited to additional paid in capital. The intrinsic value of the BCF at the issuance date of the notes was determined to be $ 1,145,546 The allocated fair values of the BCF and the warrants was recorded as a debt discount from the face amount of the notes and such discount is being accreted over the expected term of the notes and is charged to interest expense. The Company recognized interest expense of $ 452,772 The Company evaluated the July 2019 notes for derivative accounting criteria and concluded that derivative accounting treatment was not applicable. Convertible Notes Issued in Fourth Quarter 2019 Effective October 31, 2019, the Company issued 10% Unsecured Convertible Promissory notes in the amount of $ 540,000 December 3, 2020 0.75 The Company evaluated the October 2019 notes for BCF and derivative accounting criteria and concluded that there was no BCF or derivative accounting treatment applicable. Paycheck Protection Program Loan In response to the COVID-19 pandemic, the U.S. Small Business Administration (the “SBA”) made available low-interest rate loans to qualified small businesses, including under its Paycheck Protection Program (the “PPP”). On April 10, 2020, in order to supplement its cash balance, the Company submitted an application for a loan (“SBA loan”) in the amount of $ 77,477 0.98% Section 1106 of the CARES Act provides for forgiveness of up to the full principal amount of qualifying loans guaranteed under the PPP. The PPP and loan forgiveness are intended to provide economic relief to small businesses, such as the Company, that are adversely impacted under the COVID-19 Emergency Declaration issued by President Trump on March 13, 2020. The Company will apply for loan forgiveness. Secured Convertible Promissory Note Issued in Third Quarter, 2020 On September 18, 2020, McCabe Petroleum Corporation, a company owned by our chairman Gregory McCabe (“MPC”), loaned us $1,500,000, evidenced by a 6% Secured Convertible Promissory Note (the “MPC Note”). The note bears interest at the rate of 6% per annum and provides for payment of the principal amount along with all accrued and unpaid interest in one lump sum payment on its maturity date of May 10, 2021. In connection with the proposed business combination transaction with Metamaterial Inc. (“Metamaterial”), the note provides the following requirements on the use of proceeds of the loan as follows: (i) we will lend $500,000 to Metamaterial pursuant to an 8% Unsecured Convertible Promissory Note (the “Metamaterial Note”); (ii) we will retain and use $500,000 for general corporate purposes, including without limitation, expenses incurred by us in connection with the proposed business combination transaction; and (iii) we will deposit $500,000 into an escrow account, to be held in escrow. If we and Metamaterial enter into a definitive agreement by the later of November 30, 2020 or such later date that is agreed to by us and Metamaterial in writing, the $500,000 from this escrow account will be released to us, and we will lend this amount to Metamaterial pursuant to another convertible promissory note (the “Second Metamaterial Note”). If we do not enter into a definitive agreement by the later of November 30, 2020 or such later date that is agreed to in writing, the $500,000 from this escrow account will be released back to MPC and deducted from the principal amount outstanding under the MPC Note. The MPC Note is secured by our pledge of the Metamaterial Note and the Second Metamaterial Note (if issued). If we and Metamaterial do not enter into a definitive agreement by the later of November 30, 2020 or such later date that is agreed to in writing, then promptly after that date, we will assign to MPC the Metamaterial Note in full repayment and discharge of $500,000 (plus accrued and unpaid interested on the Metamaterial Note) of the principal amount of the MPC Note, and the remaining $500,000 (less accrued and unpaid interested on the Metamaterial Note) of the principal amount, plus all unpaid interest accrued under the MPC Note, will remain subject to the MPC Note. If a definitive agreement is entered into by the later of November 30, 2020 or such later date that is agreed to in writing, but the proposed business combination transaction is terminated prior to closing or otherwise does not close by the maturity date of the MPC Note, then we will assign to MPC both the Metamaterial Note and Second Metamaterial Note in full repayment and discharge of $1,000,000 (plus accrued and unpaid interested on the Metamaterial Note and Second Metamaterial Note) of the principal amount of the MPC Note, and the remaining $500,000 (less accrued and unpaid interested on the Metamaterial Note and Second Metamaterial Note) of the principal amount, plus all unpaid interest accrued under the MPC Note, will remain subject to the MPC Note. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. PROMISSORY NOTES - continued The MPC Note also provides that if (i) we and Metamaterial do not enter into a definitive agreement by the later of November 30, 2020 or such later date that is agreed to in writing, or (ii) we and Metamaterial enter into a definitive agreement but the proposed transaction is terminated prior to closing or otherwise does not close by the maturity date of the MPC Note, then at such time and until the maturity date, MPC will have the right, at its option, to convert up to $500,000 of the remaining principal amount of the MPC Note, plus all unpaid interest accrued under the MPC Note, into shares of our common stock at a conversion price of $0.375 per share. Additionally, if the proposed transaction with Metamaterial closes, all principal and interest under the MPC Note will automatically convert into shares of our common stock at $0.375 per share. The Company evaluated the notes for a beneficial conversion feature (“BCF”) and derivative accounting criteria and concluded that there was no BCF or derivative accounting treatment applicable. Loan to Metamaterial Inc. On September 20, 2020, we loaned Metamaterial $500,000, evidenced by an 8% Unsecured Convertible Promissory Note (the “Metamaterial Note”). The note bears interest at the rate of 8% per annum and provides for payment of the principal amount along with all accrued and unpaid interest in one lump sum payment on its maturity date of September 20, 2022. Metamaterial has the right to redeem after 120 days. The note is convertible at the price of $0.35 (CAD) per share at the option of the holder if the definitive agreement for the proposed transaction between us and Metamaterial is not entered into by November 2, 2020 (unless extended in writing by the parties) or the definitive agreement is entered but is terminated or expires without closing. The date was extended to November 30, 2020 on November 2, 2020. The Company evaluated the notes for a beneficial conversion feature (“BCF”) and derivative accounting criteria and concluded that there was no BCF or derivative accounting treatment applicable.

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS	9 Months Ended
	Sep. 30, 2020
Asset Retirement Obligation Disclosure [Abstract]
ASSET RETIREMENT OBLIGATIONS	10. ASSET RETIREMENT OBLIGATIONS The following is a reconciliation of the asset retirement obligations liability through September 30, 2020: Asset retirement obligations – December 31, 2019 $ 23,319 Accretion expense 142 Estimated liabilities recorded - Asset retirement obligations – March 31, 2020 $ 23,461 Accretion expense 142 Estimated liabilities recorded - Asset retirement obligations – June 30, 2020 $ 23,603 Accretion expense 142 Estimated liabilities recorded - Asset retirement obligations – September 30, 2020 $ 23,745

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS Hazel Project Option Agreement In accordance with the terms of the Option Agreement (see Note 4), Masterson Hazel Partners, LP exercised its option on August 17, 2020 to drill the well that was required to meet the Company’s drilling obligation on the southern half of the prospect. The development of that well is in progress at date of this filing.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Use of estimates	Use of estimates
Basis of presentation	Basis of presentation These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, the accompanying unaudited financial condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Certain reclassifications have been made to the prior period’s consolidated financial statements and related footnotes to conform them to the current period presentation.
Risks and uncertainties	Risks and uncertainties
Concentration of risks	Concentration of risks
Fair value of financial instruments	Fair value of financial instruments For assets and liabilities that require re-measurement to fair value the Company categorizes them in a three-level fair value hierarchy as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. ● Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
Cash and cash equivalents	Cash and cash equivalents
Accounts receivable	Accounts receivable
Oil and gas properties	Oil and gas properties Oil and gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. Unevaluated properties are reviewed for impairment at least quarterly and are determined through an evaluation considering, among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions. Gains and losses on the sale of oil and gas properties are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.
Capitalized interest	Capitalized interest 1,773,658 2,084,026
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization
Ceiling test	Ceiling test 2,108,301 474,357 The ceiling test calculation uses a commodity price assumption which is based on the unweighted arithmetic average of the price on the first day of each month for each month within the prior 12 month period and excludes future cash outflows related to estimated abandonment costs. The determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances, and other factors which are difficult to predict could also affect estimates of proved reserves in the future.
Asset retirement obligations	Asset retirement obligations Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.
Income taxes	Income taxes Authoritative guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Company tax returns remain subject to Federal and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. SIGNIFICANT ACCOUNTING POLICIES - continued Estimated interest and penalties related to potential underpayment on any unrecognized tax benefits are classified as a component of tax expense in the statements of operation. The Company has not recorded any interest or penalties associated with unrecognized tax benefits for any periods covered by these financial statements.
Share-based compensation	Share-based compensation The Company accounts for stock option awards using the calculated value method. The expected term was derived using the simplified method provided in Securities and Exchange Commission release Staff Accounting Bulletin No. 110, which averages an awards weighted average vesting period and contractual term for “plain vanilla” share options. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. The Company also issues equity awards to non-employees. The fair value of these option awards is estimated when the award recipient completes the contracted professional services. The Company recognizes expense for the estimated total value of the awards during the period from their issuance until performance completion. The Company values warrant and option awards using the Black-Scholes option pricing model.
Revenue recognition	Revenue recognition Revenues from oil and gas sales Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenues Oil sales $ 59,858 $ 71,064 $ 186,968 $ 596,247 Gas sales 1,864 78 4,851 22,807 Total $ 61,722 $ 71,142 $ 191,819 $ 619,054 Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring control of those goods to the customer. Amounts allocated in the Company’s price contracts are based on the standalone selling price of those products in the context of long-term contracts. Payment is generally received one or two months after the sale has occurred. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. SIGNIFICANT ACCOUNTING POLICIES - continued Gain or loss on derivative instruments is outside the scope of ASC 606 and is not considered revenue from contracts with customers subject to ASC 606. The Company may in the future use financial or physical contracts accounted for as derivatives as economic hedges to manage price risk associated with normal sales, or in limited cases may use them for contracts the Company intends to physically settle but do not meet all of the criteria to be treated as normal sales. Producer Gas Imbalances.
Basic and diluted earnings (loss) per share	Basic and diluted earnings (loss) per share – 11,027,390
Environmental laws and regulations	Environmental laws and regulations
Recent adopted accounting pronouncements	Recent adopted accounting pronouncements Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material impact on the Company’s financial position or results from operations.
Subsequent events	Subsequent events

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Revenues from oil and gas sales	Revenues from oil and gas sales
SIGNIFICANT ACCOUNTING POLICIES	Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenues Oil sales $ 59,858 $ 71,064 $ 186,968 $ 596,247 Gas sales 1,864 78 4,851 22,807 Total $ 61,722 $ 71,142 $ 191,819 $ 619,054

OIL & GAS PROPERTIES (Tables)

OIL & GAS PROPERTIES (Tables)	9 Months Ended
	Sep. 30, 2020
Extractive Industries [Abstract]
The following table presents the capitalized costs for oil & gas properties of the Company	The following table presents the capitalized costs for oil & gas properties of the Company
OIL & GAS PROPERTIES	September 30, 2020 December 31, 2019 Evaluated costs subject to amortization $ 16,092,416 $ 13,243,541 Unevaluated costs 33,009,327 39,667,740 Total capitalized costs 49,101,743 52,911,281 Less accumulated depreciation, depletion and amortization (15,638,413 ) (12,729,238 ) Total oil and gas properties $ 33,463,330 $ 40,182,043
The Orogrande Project ownership	The Orogrande Project ownership
OIL & GAS PROPERTIES (Details 2)	Revenue Working Interest Interest University Lands - Mineral Owner 20.000 % n/a ORRI - Magdalena Royalties, LLC, an entity controlled by Gregory McCabe, Chairman 4.500 % n/a ORRI - Unrelated Party 0.500 % n/a Hudspeth Oil Corporation, a subsidiary of Torchlight Energy Resources Inc. 49.875 % 66.500 % Wolfbone Investments LLC, an entity controlled by Gregory McCabe, Chairman 18.750 % 25.000 % Conversion by Note Holders in March, 2020 4.500 % 6.000 % Unrelated Party 1.875 % 2.500 % 100.000 % 100.000 %

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
summary of warrants outstanding	A summary of warrants outstanding
STOCKHOLDERS' EQUITY	Exercise Expiration Date in Price 2021 2022 2023 2024 2025 Total $ 0.425 - - - - 172,500 172,500 $ 0.500 - - 500,000 - - 500,000 $ 0.70 - - - - 965,000 965,000 $ 0.80 - - - - 2,266,667 2,266,667 $ 1.03 120,000 - - - - 120,000 $ 1.14 - - 600,000 - - 600,000 $ 1.21 - - 120,000 - - 120,000 $ 1.35 - 365,455 - - - 365,455 $ 1.63 - - - 100,000 - 100,000 $ 1.64 200,000 - - - - 200,000 $ 2.00 200,000 - - - - 200,000 520,000 365,455 1,220,000 100,000 3,404,167 5,609,622
summary of stock options outstanding	A summary of stock options outstanding
STOCKHOLDERS' EQUITY (Details 2)	Exercise Expiration Date in Price 2021 2022 2023 2024 2025 Total $ 0.50 - - - - 750,000 750,000 $ 1.00 - - - - 2,250,000 2,250,000 $ 0.85 - - - 600,000 - 600,000 $ 0.97 259,742 - - - - 259,742 $ 1.10 - 800,000 - - - 800,000 $ 1.19 - - 700,000 - - 700,000 $ 1.57 - - - - - - $ 1.63 - 58,026 - - - 58,026 259,742 858,026 700,000 600,000 3,000,000 5,417,768
The assumptions used in calculating the fair value of the warrants and options issued	Warrants and options granted were valued using the Black-Scholes Option Pricing Model. The assumptions used in calculating the fair value of the warrants and options issued
STOCKHOLDERS' EQUITY (Details 3)	2020 Risk-free interest rate 0.13% 1.21% Expected volatility of common stock 90% 205% Dividend yield 0.00% Discount due to lack of marketability 20% Expected life of option/warrant Three Years to Five Years 2019 Risk-free interest rate 1.77% 2.46% Expected volatility of common stock 80% 107% Dividend yield 0.00% Discount due to lack of marketability 20% Expected life of option/warrant Three Years Five Years

PROMISSORY NOTES (Tables)

PROMISSORY NOTES (Tables)	9 Months Ended
	Sep. 30, 2020
Promissory Notes
The 12% promissory note transactions	The 12% promissory note transactions
PROMISSORY NOTES	12% 2020 Unsecured promissory note balance - December 31, 2019 $ 12,377,830 Note principal converted to common stock on July 14, 2020 (64,297 ) Accretion of discount and amortization of debt issuance costs 304,275 Debt extension fee paid (250,000 ) 12% 2021 Secured promissory note balance - September 30, 2020 $ 12,367,808

ASSET RETIREMENT OBLIGATIONS (T

ASSET RETIREMENT OBLIGATIONS (Tables)	9 Months Ended
	Sep. 30, 2020
Asset Retirement Obligation Disclosure [Abstract]
The following is a reconciliation of the asset retirement obligations liability through September 30, 2020:	The following is a reconciliation of the asset retirement obligations liability through September 30, 2020:
ASSET RETIREMENT OBLIGATIONS	Asset retirement obligations – December 31, 2019 $ 23,319 Accretion expense 142 Estimated liabilities recorded - Asset retirement obligations – March 31, 2020 $ 23,461 Accretion expense 142 Estimated liabilities recorded - Asset retirement obligations – June 30, 2020 $ 23,603 Accretion expense 142 Estimated liabilities recorded - Asset retirement obligations – September 30, 2020 $ 23,745

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Loss	$ 884,949	$ 3,299,252	$ 3,693,863	$ 1,251,637	$ 890,634	$ 1,677,874	$ 7,878,064	$ 3,820,145
Accumulated Losses	107,031,765						107,031,765		$ 99,153,701
Working capital deficit	$ 16,259,366						$ 16,259,366

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Accounting Policies [Abstract]
Oil sales	$ 59,858	$ 71,064	$ 186,968	$ 596,247
Gas sales	1,864	78	4,851	22,807
Total	$ 61,722	$ 71,142	$ 191,819	$ 619,054

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Accounting Policies [Abstract]
Interest Costs Capitalized			$ 1,773,658	$ 2,084,026
Impairment Expense			$ 2,108,301	$ 474,357
Antidilutive Securities Excluded from Computation of Earnings Per Share, In shares			11,027,390

OIL & GAS PROPERTIES (Details)

OIL & GAS PROPERTIES (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Extractive Industries [Abstract]
Evaluated costs subject to amortization	$ 16,092,416	$ 13,243,541
Unevaluated costs	33,009,327	39,667,740
Total capitalized costs	49,101,743	52,911,281
Less accumulated depreciation, depletion  and amortization	(15,638,413)	(12,729,238)
Total oil and gas properties	$ 33,463,330	$ 40,182,043

OIL & GAS PROPERTIES (Details 2

OIL & GAS PROPERTIES (Details 2)	Sep. 30, 2020
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	100.00%
[custom:WorkingCapitalMethodInvestmentPercentage-0]	100.00%
University Lands - Mineral Owner
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	20.00%
ORRI - Magdalena Royalties, LLC, an entity controlled by Gregory McCabe, Chairman
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	4.50%
ORRI - Unrelated Party
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	0.50%
Hudspeth Oil Corporation, a subsidiary of Torchlight Energy Resources Inc.
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	49.875%
[custom:WorkingCapitalMethodInvestmentPercentage-0]	66.50%
Wolfbone Investments LLC, an entity controlled controlled by Gregory McCabe, Chairman
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	18.75%
[custom:WorkingCapitalMethodInvestmentPercentage-0]	25.00%
Conversion by Note Holders in March, 2020
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	4.50%
[custom:WorkingCapitalMethodInvestmentPercentage-0]	6.00%
Unrelated Party
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	1.875%
[custom:WorkingCapitalMethodInvestmentPercentage-0]	2.50%

OIL & GAS PROPERTIES (Details N

OIL & GAS PROPERTIES (Details Narrative)	9 Months Ended
	Sep. 30, 2020USD ($)Number	Aug. 07, 2014
Reserve Quantities [Line Items]
Impairment Charge on Reclassified Assets | $	$ 5,881,635
Equity Method Investment, Ownership Percentage	100.00%
Drilling Obligation	4
Drilling Obligation Year 2023	5
Board of Directors Chairman [Member]
Reserve Quantities [Line Items]
Equity Method Investment, Ownership Percentage		100.00%

RELATED PARTY PAYABLES (Details

RELATED PARTY PAYABLES (Details Narrative) - USD ($)	Sep. 30, 2020	Sep. 18, 2020	Dec. 31, 2019
Transfer of Financial Assets Accounted for as Sales [Line Items]
Due to Related Parties, Noncurrent	$ 45,000		$ 45,000
Accrued Payroll Taxes	1,131,176		996,176
12% Secured Promissory Notes [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Convertible Notes Payable, Current	$ 12,367,808	$ 1,500,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	Sep. 30, 2020$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	11,027,390
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	5,609,622
Equity Option [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	520,000
Equity Option [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	365,455
Equity Option [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	1,220,000
Equity Option [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	100,000
Equity Option [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	3,404,167
Equity Option [Member] | Exercise Price 0.425 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.425
Class of Warrant or Right, Outstanding	172,500
Equity Option [Member] | Exercise Price 0.425 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.425 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.425 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.425 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.425 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	172,500
Equity Option [Member] | Exercise Price 0.50 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.500
Class of Warrant or Right, Outstanding	500,000
Equity Option [Member] | Exercise Price 0.50 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.50 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.50 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	500,000
Equity Option [Member] | Exercise Price 0.50 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.50 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.70 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.70
Class of Warrant or Right, Outstanding	965,000
Equity Option [Member] | Exercise Price 0.70 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.70 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.70 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.70 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.70 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	965,000
Equity Option [Member] | Exercise Price 0.80 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.80
Class of Warrant or Right, Outstanding	2,266,667
Equity Option [Member] | Exercise Price 0.80 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.80 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.80 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.80 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 0.80 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	2,266,667
Equity Option [Member] | Exercise Price 1.03 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.03
Class of Warrant or Right, Outstanding	120,000
Equity Option [Member] | Exercise Price 1.03 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	120,000
Equity Option [Member] | Exercise Price 1.03 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.03 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.03 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.03 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.14 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.14
Class of Warrant or Right, Outstanding	600,000
Equity Option [Member] | Exercise Price 1.14 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.14 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.14 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	600,000
Equity Option [Member] | Exercise Price 1.14 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.14 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.21 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.21
Class of Warrant or Right, Outstanding	120,000
Equity Option [Member] | Exercise Price 1.21 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.21 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.21 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	120,000
Equity Option [Member] | Exercise Price 1.21 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.21 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.35 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.35
Class of Warrant or Right, Outstanding	365,455
Equity Option [Member] | Exercise Price 1.35 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.35 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	365,455
Equity Option [Member] | Exercise Price 1.35 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.35 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.35 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.63 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.63
Class of Warrant or Right, Outstanding	100,000
Equity Option [Member] | Exercise Price 1.63 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.63 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.63 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.63 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	100,000
Equity Option [Member] | Exercise Price 1.63 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.64 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.64
Class of Warrant or Right, Outstanding	200,000
Equity Option [Member] | Exercise Price 1.64 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	200,000
Equity Option [Member] | Exercise Price 1.64 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.64 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.64 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 1.64 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 2.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 2
Class of Warrant or Right, Outstanding	200,000
Equity Option [Member] | Exercise Price 2.00 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	200,000
Equity Option [Member] | Exercise Price 2.00 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 2.00 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 2.00 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | Exercise Price 2.00 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding

STOCKHOLDERS' EQUITY (Details 2

STOCKHOLDERS' EQUITY (Details 2)	Sep. 30, 2020$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	11,027,390
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	5,417,768
Warrant [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	259,742
Warrant [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	858,026
Warrant [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	700,000
Warrant [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	600,000
Warrant [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	3,000,000
Warrant [Member] | Exercise Price 0.50 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.50
Class of Warrant or Right, Outstanding	750,000
Warrant [Member] | Exercise Price 0.50 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.50 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.50 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.50 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.50 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	750,000
Warrant [Member] | Exercise Price 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1
Class of Warrant or Right, Outstanding	2,250,000
Warrant [Member] | Exercise Price 1.00 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.00 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.00 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.00 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.00 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	2,250,000
Warrant [Member] | Exercise Price 0.85 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.85
Class of Warrant or Right, Outstanding	600,000
Warrant [Member] | Exercise Price 0.85 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.85 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.85 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.85 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	600,000
Warrant [Member] | Exercise Price 0.85 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.97 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.97
Class of Warrant or Right, Outstanding	259,742
Warrant [Member] | Exercise Price 0.97 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	259,742
Warrant [Member] | Exercise Price 0.97 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.97 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.97 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 0.97 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.10 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.10
Class of Warrant or Right, Outstanding	800,000
Warrant [Member] | Exercise Price 1.10 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	800,000
Warrant [Member] | Exercise Price 1.10 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.10 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.10 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.19 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.19
Class of Warrant or Right, Outstanding	700,000
Warrant [Member] | Exercise Price 1.19 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.19 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.19 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	700,000
Warrant [Member] | Exercise Price 1.19 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.19 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.57 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.57
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.57 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.57 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.57 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.57 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.57 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.63 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.63
Class of Warrant or Right, Outstanding	58,026
Warrant [Member] | Exercise Price 1.63 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.63 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	58,026
Warrant [Member] | Exercise Price 1.63 [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.63 [Member] | 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.63 [Member] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding

STOCKHOLDERS' EQUITY (Details 3

STOCKHOLDERS' EQUITY (Details 3) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.13%	1.77%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	1.21%	2.46%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	90.00%	80.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	205.00%	107.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Expected Dividend	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate	20.00%	20.00%
Minimum [Member]
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	3 years	3 years
Maximum [Member]
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years	5 years

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended						9 Months Ended
	May 31, 2020	Apr. 30, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Jul. 15, 2020	Jun. 16, 2020	May 20, 2020	Jan. 16, 2020	Jan. 10, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares			99,432,298						99,432,298			7,894,737	3,450,000	3,285,715	600,000	76,222,042
Common Stock, per Share			$ 0.001						$ 0.001			$ 0.38	$ 0.34	$ 0.70	$ 0.60	$ 0.001
Common Stock, Value, Issued			$ 99,438						$ 99,438			$ 2,783,691	$ 886,622	$ 1,997,118		$ 76,225
[custom:IssuanceOfCommonStockForPaymentInKindOnNotesPayableShares]	680,376	202,316
[custom:IssuanceOfCommonStockForPaymentInKindOnNotesPayable]	$ 314,107			$ 314,107			$ 314,108		$ 314,107	$ 314,107
Stock Issued During Period, Shares, Issued for Services									317,857
Stock Issued During Period, Value, Issued for Services			15,500	60,000	$ 86,250	$ 116,400	149,000	$ 100,000	$ 161,750
[custom:IssuanceOfCommonStockToVendorForDelayInPaymentShares]									40,000
[custom:IssuanceOfCommonStockToVendorForDelayInPayment]					26,000				$ 26,000
[custom:CommonStockIssuedInConversionOfConvertibleNotePrincipalShares]									198,926
[custom:CommonStockIssuedInConversionOfConvertibleNotePrincipal]			65,646						$ 65,646	50,000
[custom:IssuanceOfCommonStockForPromissoryNoteExtensionShares]									40,000
[custom:CommonStockIssuedForNoteExtension]				16,000					$ 16,000
[custom:CommonStockIssuedInPaymentOfAccountsPayable]				135,000
Commission Fees			72,997
Stock Issued During Period, Value, New Issues			438,969	2,779,201	2,357,118	686,800	556,000	1,274,080
[custom:IssuanceOfWarrantsForServicesOrClaims]			50,000		98,900	67,570	87,000	186,000	148,900
Issuance of Stock and Warrants for Services or Claims			$ 19,500	$ 19,500	19,500	12,500	$ 25,000	$ 111,250	58,500
Stock Issued During Period, Value, Conversion of Convertible Securities					$ 382,500	$ 50,000			$ 382,500
Common Stock, Shares Authorized			150,000,000						150,000,000							150,000,000
Class of Warrant or Right, Outstanding			11,027,390						11,027,390
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:IssuanceOfCommonStockForPaymentInKindOnNotesPayableShares]				680,376			202,316
[custom:IssuanceOfCommonStockForPaymentInKindOnNotesPayable]				$ 680			$ 202
Stock Issued During Period, Shares, Issued for Services			50,000	142,857	125,000	120,000	100,000	92,593
Stock Issued During Period, Value, Issued for Services			$ 50	$ 143	$ 125	$ 120	$ 100	$ 92
[custom:IssuanceOfCommonStockToVendorForDelayInPaymentShares]					40,000
[custom:IssuanceOfCommonStockToVendorForDelayInPayment]					$ 40
[custom:CommonStockIssuedInConversionOfConvertibleNotePrincipalShares]			198,926
[custom:CommonStockIssuedInConversionOfConvertibleNotePrincipal]			$ 202
[custom:IssuanceOfCommonStockForPromissoryNoteExtensionShares]				40,000
[custom:CommonStockIssuedForNoteExtension]				$ 40
[custom:CommonStockIssuedInPaymentOfAccountsPayableShares]				357,143
[custom:CommonStockIssuedInPaymentOfAccountsPayable]				$ 357
Stock Issued During Period, Shares, New Issues			1,557,173	11,344,737	3,885,715	858,500	695,000	1,592,600
Stock Issued During Period, Value, New Issues			$ 1,557	$ 11,345	$ 3,886	$ 858	$ 695	$ 1,593
[custom:IssuanceOfWarrantsForServicesOrClaims]
Issuance of Stock and Warrants for Services or Claims
Stock Issued During Period, Value, Conversion of Convertible Securities						$ 45
Common Stock [Member] | President and Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized											2,250,000
Common Stock [Member] | President and Chief Executive Officer [Member] | Exercise Price 0.50 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized											375,000
Common Stock [Member] | President and Chief Executive Officer [Member] | Exercise Price 1.00 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized											1,875,000
Common Stock [Member] | Chief Financial Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized											750,000
Common Stock [Member] | Chief Financial Officer [Member] | Exercise Price 0.50 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized											375,000
Common Stock [Member] | Chief Financial Officer [Member] | Exercise Price 1.00 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized											375,000
Vendor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:CommonStockIssuedInPaymentOfAccountsPayableShares]									257,143
[custom:CommonStockIssuedInPaymentOfAccountsPayable]									$ 90,000
Former CEO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:CommonStockIssuedInPaymentOfAccountsPayableShares]									100,000
[custom:CommonStockIssuedInPaymentOfAccountsPayable]									$ 45,000
Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares	1,630,434
Common Stock, Value, Issued	$ 750,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards	$ 72,806,721	$ 66,984,025

PROMISSORY NOTES (Details)

PROMISSORY NOTES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Promissory Notes
12% 2020 Unsecured promissory note balance - December 31, 2019	$ 12,377,830
Note principal converted to common stock on July 14, 2020	(64,297)
Accretion of discount and amortization of debt issuance costs	304,275
Debt extension fee paid	(250,000)
12% 2021 Secured promissory note balance - September 30, 2020	$ 12,367,808

PROMISSORY NOTES (Details Narra

PROMISSORY NOTES (Details Narrative) - USD ($)	Apr. 21, 2020	Feb. 20, 2020	Oct. 31, 2019	Feb. 11, 2019	Oct. 17, 2018	Feb. 06, 2018	Apr. 24, 2017	Apr. 10, 2017	May 31, 2020	Jul. 31, 2019	Apr. 30, 2019	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	May 01, 2020	Dec. 31, 2019
Transfer of Financial Assets Accounted for as Sales [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																	0.98%
Debt Conversion, Converted Instrument, Amount															$ 7,330,849
[custom:PaymentForExtensionOfDebtMaturity]															(250,000)
[custom:IssuanceOfCommonStockForPaymentInKindOnNotesPayableShares]									680,376		202,316
Stock Issued During Period, Value, Conversion of Convertible Securities													$ 382,500	$ 50,000	382,500
Gain (Loss) on Extinguishment of Debt															(1,829,651)
Interest Expense												256,636		$ 328,895	914,243	$ 694,077
Notes Payable, Current												77,477			77,477		$ 77,477
12% Unsecured Promissory Notes [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Convertible Notes Payable, Current						$ 4,500,000		$ 8,000,000										8,437,127
Debt Instrument, Interest Rate, Stated Percentage								12.00%
Debt Instrument, Maturity Date		Apr. 10, 2021				Apr. 10, 2020		Apr. 10, 2020
Proceeds from Unsecured Notes						$ 4,332,150	$ 2,509,500	$ 7,540,000
Effective Interest Rate						15.88%		16.15%
Debt Conversion, Converted Instrument, Shares Issued							1,007,890
Debt Conversion, Converted Instrument, Amount							$ 64,297
[custom:PaymentForExtensionOfDebtMaturity]		$ 80,000
8% Convertible Promissory Notes Payable [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Convertible Notes Payable, Current		$ 4,000,000								$ 2,010,000		1,226,743			1,226,743
Debt Instrument, Interest Rate, Stated Percentage										8.00%
Debt Instrument, Maturity Date										May 21, 2021
Debt Instrument, Convertible, Conversion Price										$ 1.10
Warrant, Exercise Price										$ 1.35
Fair Value of Warrant										$ 240,455
Debt Instrument, Convertible, Beneficial Conversion Feature										$ 1,145,546
Interest Expense															452,772
16% Series C Unsecured Convertible Promissory Notes [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Convertible Notes Payable, Current					$ 6,000,000
Debt Instrument, Maturity Date					Apr. 17, 2020
Debt Conversion, Converted Instrument, Amount															8,778,000
Stock Issued During Period, Value, Conversion of Convertible Securities															382,500
Gain (Loss) on Extinguishment of Debt															1,829,651
14% Convertible Promissory Notes Payable [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Convertible Notes Payable, Current				$ 2,000,000														2,000,000
Debt Instrument, Interest Rate, Stated Percentage				14.00%
Debt Instrument, Maturity Date	Nov. 11, 2021			May 11, 2020
Debt Instrument, Convertible, Conversion Price	$ 0.43			$ 1.08
10% Convertible Promissory Notes Payable [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Convertible Notes Payable, Current			$ 540,000									$ 540,000			$ 540,000			$ 540,000
Debt Instrument, Maturity Date			Dec. 3, 2020
Debt Instrument, Convertible, Conversion Price			$ 0.75

ASSET RETIREMENT OBLIGATIONS (D

ASSET RETIREMENT OBLIGATIONS (Details) - USD ($)	3 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligation, Beginning Balance	$ 23,603	$ 23,461	$ 23,319
Asset Retirement Obligation, Accretion Expense	142	142	142
Asset Retirement Obligation, Ending Balance	$ 23,745	$ 23,603	$ 23,461