Meta Materials (MMATQ) 10-Q 14 May 21 2021 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
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	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		145,563,667

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 13,154,580	$ 131,327
Convertible note receivable	10,089,863
Accounts receivable	137,801	137,801
Accounts receivable, related party	99,820	92,320
Production revenue receivable		21,182
Prepayments - development costs		35,272
Prepaid expenses	54,283	103,672
Total current assets	23,536,347	521,574
Oil and gas properties, net	31,441,701	30,857,959
Convertible note receivable	1,032,548	1,012,822
Office equipment, net	4,128	4,549
TOTAL ASSETS	56,014,724	32,396,904
Current liabilities:
Accounts payable	590,396	1,026,950
Accrued payroll		1,213,779
Related party payables	45,000	98,805
Due to working interest owners	54,320	54,320
Accrued interest payable		503,229
Total current liabilities	689,716	2,897,083
PPP note payable		77,477
Interest payable, net of current portion		283,080
Asset retirement obligations	21,937	21,844
Total liabilities	711,653	19,753,486
Stockholders’ equity:
Preferred stock, par value $0.001, 10,000,000 shares authorized; -0- issued and outstanding March 31, 2021 and December 31, 2020
Common stock, par value $0.001; 150,000,000 shares authorized; 145,313,667 issued and outstanding at March 31, 2021; 103,273,264 issued and outstanding at December 31, 2020	145,317	103,276
Additional paid-in capital	169,149,039	124,475,739
Accumulated deficit	(113,991,285)	(111,935,597)
Total stockholders’ equity	55,303,071	12,643,418
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	56,014,724	32,396,904
12% Unsecured Promissory Notes [Member]
Current liabilities:
Convertible Debt, Noncurrent		12,430,821
8% Convertible Promissory Notes Payable [Member]
Current liabilities:
Convertible Debt, Noncurrent		1,454,043
6% Secured Convertible Promissory Note [Member]
Current liabilities:
Convertible Debt, Noncurrent		1,600,000
14% Convertible Promissory Notes Payable [Member]
Current liabilities:
Convertible Debt, Noncurrent		$ 989,138

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 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 or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	145,313,667	103,273,264
Common Stock, Shares, Outstanding	145,313,667	103,273,264

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Oil and gas sales	$ 2,471	$ 84,620
Cost of revenues	(14,492)	(67,858)
Gross profit	(12,021)	16,762
Operating expenses:
General and administrative	1,722,805	1,047,624
Depreciation, depletion and amortization	421	447,405
Loss on extinguishment of debt		1,829,651
Total operating expenses	1,723,226	3,324,680
Other income (expense)
Interest expense and accretion of note discounts	(507,965)	(385,945)
Forgiveness of PPP loan	77,477
Interest income	110,047
Total expense, net	(320,441)	(385,945)
Loss before income taxes	(2,055,688)	(3,693,863)
Provision for income taxes
Net loss	$ (2,055,688)	$ (3,693,863)
Basic and Diluted	$ (0.02)	$ (0.05)
Basic and Diluted	129,609,037	79,595,394

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash Flows From Operating Activities
Net loss	$ (2,055,688)	$ (3,693,863)
Adjustments to reconcile net loss to net cash from operations:
Stock based compensation	34,250	230,650
Accrued interest payable in stock		305,202
Amortization of debt issuance costs		71,647
Accretion of note discounts		57,291
Amortization of beneficial conversion on convertible notes	505,957	120,410
PPP loan forgiveness	(77,477)
Depreciation, depletion and amortization	421	447,405
Loss on extinguishment of debt		1,829,651
Change in:
Accounts receivable - related party	(7,500)	(23,047)
Production revenue receivable	21,182	29,440
Prepayment of development costs	35,272
Prepaid expenses	49,389	34,335
Accounts payable and accrued expenses	(1,654,550)	247,269
Related party payables	(53,805)
Accrued interest payable	(334,164)	22,268
Net cash from operating activities	(3,536,713)	(321,342)
Cash Flows From Investing Activities
Investment in oil and gas properties	(579,433)	(2,212,852)
Convertible note receivable	(10,109,589)
Net cash from investing activities	(10,689,022)	(2,212,852)
Cash Flows From Financing Activities
Issuance of common stock, net of offering costs	25,929,649	2,357,118
Proceeds from stock subscription receivable		250,000
Payment for extension of debt maturity		(80,000)
Proceeds from exercise of warrants into common stock	1,319,339
Net cash from financing activities	27,248,988	2,527,118
Net increase (decrease) in cash	13,023,253	(7,076)
Cash - beginning of period	131,327	840,163
Cash - end of period	13,154,580	833,087
Supplemental disclosure of cash flow information:
Cash paid for interest	475,305	399,677
Supplemental disclosure of non-cash investing and financing activities:
Debt converted by transfer of working interest		7,330,849
Common stock issued for payment in kind on notes payable	248,479
Common stock issued for note principal and interest conversion	17,263,665
Increase in accounts payable for property development costs	$ 4,217	$ 839,855

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, 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
Issuance of common stock for services, Shares	125,000
Issuance of common stock for cash, less underwriting/offering costs	$ 3,886	2,353,232		2,357,118
Issuance of common stock for cash, less underwriting/offering costs, Shares	3,885,715
Net loss			(3,693,863)	(3,693,863)
Ending Balance, Shares at Mar. 31, 2020	80,272,757
Ending Balance at Mar. 31, 2020	$ 80,276	117,110,089	(102,847,564)	14,342,801
Issuance of common stock to a vendor for delay in payment	$ 40	25,960		26,000
Issuance of common stock to a vendor for delay in payment, Shares	40,000
Warrants issued in conversion of notes payable		382,500		382,500
Warrants issued for services		98,900		98,900
Stock options issued for services		19,500		19,500
Beginning Balance, Shares at Dec. 31, 2020	103,273,264
Beginning Balance at Dec. 31, 2020	$ 103,276	124,475,739	(111,935,597)	12,643,418
Issuance of common stock for services	$ 25	34,225		$ 34,250
Issuance of common stock for services, Shares	25,000			25,000
Issuance of common stock for cash, less underwriting/offering costs	$ 23,300	25,906,349		$ 25,929,649
Issuance of common stock for cash, less underwriting/offering costs, Shares	23,300,000
Common stock issued in warrant and option exercise	$ 1,295	1,318,044		1,319,339
Common stock issued in warrant and option exercise, Shares	1,295,326
Common stock issued in cashless warrant exercise	$ 509	(509)
Common stock issued in cashless warrant exercise, Shares	507,951
Common stock issued for payment in kind on notes payable	$ 186	248,293		248,479
Common stock issued for payment in kind on notes payable, Shares	186,329
Common stock issued in note principal and interest conversion	$ 16,726	17,166,898		$ 17,183,624
Common stock issued in note principal and interest conversion, Shares	16,725,797			16,725,797
Net loss			(2,055,688)	$ (2,055,688)
Ending Balance, Shares at Mar. 31, 2021	145,313,667
Ending Balance at Mar. 31, 2021	$ 145,317	$ 169,149,039	$ (113,991,285)	$ 55,303,071

NATURE OF BUSINESS

NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2021
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, and Torchlight Hazel LLC.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	2. GOING CONCERN At March 31, 2021, the Company had not yet achieved profitable operations. We had a net loss of $ 2,055,688 113,991,285 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	3 Months Ended
	Mar. 31, 2021
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, 2020. 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. 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 141,048 614,479 Depreciation, depletion, and amortization Ceiling test 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 March 31, 2021 March 31, 2020 Revenues Oil sales $ 1,166 $ 82,113 Gas sales 1,305 2,507 Total $ 2,471 $ 84,620 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 – 8,741,060 Environmental laws and regulations Recently adopted accounting pronouncements Effective January 1, 2021, we adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 Income Taxes as well as provides simplification by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on our consolidated financial statements. In October 2020, the FASB issued ASU 2020-09, Debt- Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 (“ASU 2020-09”). The amendments in ASU 2020-09 amend rules focused on the provision of material, relevant, and decision-useful information regarding guarantees and other credit enhancements, and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities on an unregistered basis. The adopted amendments relate to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X, and affiliates whose securities collateralize securities registered or being registered in Rule 3-16 of Regulation S-X. The amendments in ASU 2020-09 are effective for public business entities for annual periods beginning after December 15, 2020. The Company has evaluated the provisions of ASU 2020-09 and noted no material impact to our consolidated financial statements or disclosures from the adoption of this ASU. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company’s financial statements and related disclosures. 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	3 Months Ended
	Mar. 31, 2021
Extractive Industries [Abstract]
OIL & GAS PROPERTIES	4. OIL & GAS PROPERTIES The following table presents the capitalized costs for oil & gas properties March 31, 2021 December 31, 2020 Evaluated costs subject to amortization $ 15,656,182 $ 15,656,182 Unevaluated costs 31,441,701 30,857,959 Total capitalized costs 47,097,883 46,514,141 Less accumulated depreciation, depletion and amortization (15,656,182 ) (15,656,182 ) Total oil and gas properties $ 31,441,701 $ 30,857,959 Unevaluated costs as of March 31, 2021 include cumulative costs on developing projects including the Orogrande and Hazel projects in West Texas. The Company periodically adjusts for the separation of evaluated versus unevaluated costs within its full cost pool to recognize any 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 any 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 remaining 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 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 March 31, 2021, we had interests in three oil and gas projects: the Orogrande Project in Hudspeth County, Texas, the Hazel Project in Sterling, Tom Green, and Irion Counties, Texas, and two 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% We believe all drilling obligations through March 31, 2021 have been met. 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 TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. OIL & GAS PROPERTIES - continued On July 25, 2018, we and Hudspeth entered into a Settlement & Purchase Agreement (the “Settlement Agreement”) with Founders (and Founders Oil & Gas Operating, LLC, former Operator), Wolfbone and MPC (entities controlled by our Chairman), which agreement provided 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 $8.7 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. The Company has drilled nine 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 through March 31, 2021 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. 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. 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. 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, the Company entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, we 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%. 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. 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 December 31, 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. 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 was 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 has satisfied this drilling obligation. MHP paid to Torchlight $1,000 as an option fee at the time of execution of the Option Agreement. 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. TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED ) 4. OIL & GAS PROPERTIES - continued 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. Because MHP exercised this drilling option and satisfied the continuous development obligations on the northern half of the prospect, under the terms of the Option Agreement (as amended in September 2020 and in April 2021) MHP now has the option to purchase the entire Hazel Project no later than September 30, 2021; provided, however, that the Option Price increases by $500,000 on the first of every calendar month beginning on June 1, 2021, without proration, during the option period. Further, the option period will expire upon the occurrence of the earlier of following: (1) if MHP fails to, no later than 30 days prior to the date of any drilling obligation on the Hazel Project, deliver notice of intent to conduct operations sufficient to satisfy such obligation; or (2) if MHP fails to commence operations sufficient to satisfy any drilling obligation on the Hazel Project seven days prior to the deadline for satisfying the applicable drilling obligation. Such purchase would be under the terms of a form of Purchase and Sale Agreement included as an exhibit to the Option Agreement, at an aggregate purchase price of $12,690,704 (subject to additions as described above) for approximately 9,762 net mineral acres, and not less than 74% net revenue interest (approximately $1,300 per net mineral acre). 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%. 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 March 31, 2021. 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 March 31, 2021.

RELATED PARTY PAYABLES

RELATED PARTY PAYABLES	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY PAYABLES	5. RELATED PARTY PAYABLES As of March 31, 2021 and December 31, 2020, related party payables were $ 45,000 98,805 0 1,213,779 As of March 31, 2021 and December 31, 2020, there was $ 99,820 92,320

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2021
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 subject to a sublease agreement through October 31, 2021 for occupancy of its office premises which requires monthly rent payments of $3,512. 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 Hudspeth for breach of contract, seeking the same amount as the lien. We have added the manufacturer of one of the tool components that we contend was a cause of the tool failure. The suit, Hudspeth Oil Corporation and Wolfbone Investments, LLC v. Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies On March 18, 2021, Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies filed a lawsuit in Hudspeth County, Texas seeking to foreclose its mineral lien against the Orogrande Field in the amount of $104,500.01 and recover related attorney’s fees. The foreclosure action, Datalog LWT Inc. d/b/a Cordax Evaluation Technologies v. Torchlight Energy Resources, Inc. 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 March 31, 2021, and December 31, 2020, 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	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	7. STOCKHOLDERS’ EQUITY Common Stock On January 13, 2021, the Company sold 300,000 0.80 240,000 On February 10, 2021 the Company closed its underwritten public offering of 23,000,000 1.20 25,689,649 On February 16, 2021, the Company issued 186,329 248,479 During the three months ended March 31, 2021, the Company issued 25,000 34,250 During the three months ended March 31, 2021, the Company issued 16,725,797 17,183,624 Warrants and Options During the three months ended March 31, 2021, the Company issued 1,803,277 shares of common stock in warrant and option exercises. 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 - - - - 10,760 10,760 $ 0.70 - - - - 965,000 965,000 $ 0.80 - - - - 1,666,667 1,666,667 $ 1.03 120,000 - - - - 120,000 $ 1.14 - - 600,000 - - 600,000 $ 1.21 - - 120,000 - - 120,000 $ 1.63 - - - 100,000 - 100,000 120,000 - 720,000 100,000 2,642,427 3,582,427 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 $ 0.97 129,871 - - - - 129,871 $ 1.10 - 600,000 - - - 600,000 $ 1.19 - - 700,000 - - 700,000 $ 1.63 - 58,026 - - - 58,026 129,871 658,026 700,000 600,000 3,000,000 5,087,897 At March 31, 2021, the Company had reserved 8,670,324 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 No warrants or options were issued during the three months ended March 31, 2021. 2020 Risk-free interest rate .13% 1.61% 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 Five Years

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	8. INCOME TAXES The Company recorded no income tax provision at March 31, 2021 and December 31, 2020 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 three months ended March 31, 2021 because the Company expects to incur a tax loss in the current year. Similarly, no income tax expense was recognized for the three months ended March 31, 2020. The Company had a net deferred tax asset related to federal net operating loss carryforwards of $ 78,903,136 77,359,811

PROMISSORY NOTES

PROMISSORY NOTES	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
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 in principal amount to David A. Straz, Jr. Foundation (the “Straz Foundation”) and the David A. Straz, Jr. Irrevocable Trust DTD 11/11/1986 (the “Straz Trust”) in a private transaction. Interest only is due and payable on the notes each month at the rate of 12% per annum, with a balloon payment of the outstanding principal due and payable at maturity on April 10, 2020 . The holders of the notes will also receive annual payments of common stock at the rate of 2.5% of principal amount outstanding, based on a volume-weighted average price. Both notes were sold at an original issue discount of 94.25% and accordingly, we received total proceeds of $ 7,540,000 from the investors. We used the proceeds for working capital and general corporate purposes, which includes, without limitation, drilling capital, lease acquisition capital and repayment of prior debt. The notes were amended in April 2020 to, among other thing, extend the maturity date to April 10, 2021 and provide conversion rights at a conversion price of $1.50 per share of common stock. During the quarter ended March 31, 2021 the notes were retired in full by conversion into the Company’s common stock. Unamortized debt issuance cost related to these notes of $80,040 was transferred to Additional Paid in Capital. 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 During the quarter ended March 31, 2021 the note was retired in full by conversion into the Company’s common stock. 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 to retire the notes in full. 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 and the value of warrants issued to the holders was $ 382,500 . The Company recognized a Loss on extinguishment of debt in the amount of $ 1,829,651 for the three months ended March 31, 2020. Convertible Notes Issued in First Quarter 2019 On February 11, 2019 the Company raised a total of $ 2,000,000 from investors through the sale of two 14% Series D Unsecured Convertible Promissory Notes. Principal was payable in a lump sum at maturity on May 11, 2020 with payments of interest payable monthly at the rate of 14% per annum. Holders of the notes have the right to convert principal and interest at any time into common stock at a conversion price of $ 1.08 per share. The Company has the right to redeem the notes at any time, provided that the redemption amount must include all interest that would have been earned through maturity. 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 , (b) the conversion price under which the noteholders may convert into our common stock was changed from $1.08 to $ 0.43 , During the quarter ended December 31, 2020, $1,000,000 was converted into common stock. During the quarter ended March 31, 2021 the remaining balance of the notes was retired in full by conversion into the Company’s common stock. 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 together with warrants to purchase our common stock. Principal and 8% interest are due at maturity on May 21, 2021 . The principal and accrued interest on the notes are convertible into shares of common stock at $ 1.10 per common share at any time after the original issue date. Along with the notes, the three year warrants equal to 20% of the number of shares of common stock issuable upon the conversion of the notes were issued to note holders. The warrants are exercisable at $ 1.35 per share. During the quarter ended March 31, 2021 the notes were retired in full by conversion into the Company’s common stock. Unamortized debt issuance costs related to these notes of $505,957 was transferred to interest expense. 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. On March 31, 2021, the U.S Small Business Administration notified the Company that the Company’s PPP loan was forgiven in full, including all principal and interest outstanding as of the date of forgiveness and, as such, $77,477 has been recognized as an other income on the Company’s consolidated statement of operations. 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 bore interest at the rate of 6% per annum and provided 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 provided 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. Under the terms of the note, the $500,000 from this escrow account was released to us, and we lent this amount to Metamaterial pursuant to another convertible promissory note (the “Second Metamaterial Note”). TORCHLIGHT ENERGY RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. PROMISSORY NOTES - continued The MPC Note was secured by our pledge of the Metamaterial Note and the Second Metamaterial Note. The MPC Note also provided 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. On January 29, 2021, we and MPC agreed to amend the MPC note to allow MPC to convert at any time, including prior to closing of the Metamaterial transaction. In addition, Greg McCabe loaned the Company $100,000 on December 30, 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. During the quarter ended March 31, 2021 both the MPC Note and the $100,000 note were retired in full by conversion into the Company’s common stock. Loans to Metamaterial Inc. On September 20, 2020, we loaned Metamaterial $500,000, evidenced by an 8% Unsecured Convertible Promissory Note. An additional $500,000 was loaned on December 16, 2020. The notes bear interest at the rate of 8% per annum and provide 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 notes are convertible at the price of $0.35 (CAD) per share at the option of the holder if the Arrangement Agreement with Metamaterial is terminated or expires without closing. On February 18, 2021, Torchlight loaned to Meta $10,000,000, evidenced by a convertible promissory note issued by Meta (the “Promissory Note”), to satisfy Torchlight’s requirement to provide additional bridge financing to Meta pursuant to the Arrangement Agreement. The Promissory Note is unsecured and bears interest at a rate of 8% per annum. The outstanding principal amount, all accrued and unpaid interest, and all other amounts accrued under the Promissory Note will be due and payable in one lump sum payment on February 18, 2022 (the “Maturity Date”). On or after June 18, 2021, the outstanding principal amount of the Promissory Note, in whole or in part, plus any accrued and unpaid interest, may be repaid at the option of Meta at any time upon not less than 10 nor more than 30 days written notice to Torchlight. If the Arrangement Agreement is terminated or expires without the completion of the Arrangement, Torchlight will have the right to convert all or any portion of the principal amount and any accrued but unpaid interest under the Promissory Note into Common Shares at a conversion price of CAD$2.80 per Common Share (subject to adjustment as described in the Promissory Note). Further, if the Arrangement is not completed, Meta will be obligated to repay to Torchlight the total unpaid balance of the principal and interest under the Promissory Note, to the extent not converted into Common Shares, on the Maturity Date. 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	3 Months Ended
	Mar. 31, 2021
Asset Retirement Obligation Disclosure [Abstract]
ASSET RETIREMENT OBLIGATIONS	10. ASSET RETIREMENT OBLIGATIONS The following is a reconciliation of the asset retirement obligations liability Asset retirement obligations – December 31, 2020 $ 21,844 Accretion expense 93 Estimated liabilities recorded - Asset retirement obligations – March 31, 2021 $ 21,937

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS In May 2021 the company issued 250,000 shares of common stock in exercise of warrants.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2021
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, 2020. 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.
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, Policy [Policy Text Block]	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 141,048 614,479
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization
Ceiling test	Ceiling test 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 March 31, 2021 March 31, 2020 Revenues Oil sales $ 1,166 $ 82,113 Gas sales 1,305 2,507 Total $ 2,471 $ 84,620 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 – 8,741,060
Environmental laws and regulations	Environmental laws and regulations
Recently adopted accounting pronouncements	Recently adopted accounting pronouncements Effective January 1, 2021, we adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 Income Taxes as well as provides simplification by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on our consolidated financial statements. In October 2020, the FASB issued ASU 2020-09, Debt- Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 (“ASU 2020-09”). The amendments in ASU 2020-09 amend rules focused on the provision of material, relevant, and decision-useful information regarding guarantees and other credit enhancements, and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities on an unregistered basis. The adopted amendments relate to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X, and affiliates whose securities collateralize securities registered or being registered in Rule 3-16 of Regulation S-X. The amendments in ASU 2020-09 are effective for public business entities for annual periods beginning after December 15, 2020. The Company has evaluated the provisions of ASU 2020-09 and noted no material impact to our consolidated financial statements or disclosures from the adoption of this ASU. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company’s financial statements and related disclosures. 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)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Revenues from oil and gas sales	Revenues from oil and gas sales
SIGNIFICANT ACCOUNTING POLICIES	Three Months Three Months March 31, 2021 March 31, 2020 Revenues Oil sales $ 1,166 $ 82,113 Gas sales 1,305 2,507 Total $ 2,471 $ 84,620

OIL & GAS PROPERTIES (Tables)

OIL & GAS PROPERTIES (Tables)	3 Months Ended
	Mar. 31, 2021
Extractive Industries [Abstract]
capitalized costs for oil & gas properties	The following table presents the capitalized costs for oil & gas properties
OIL & GAS PROPERTIES	March 31, 2021 December 31, 2020 Evaluated costs subject to amortization $ 15,656,182 $ 15,656,182 Unevaluated costs 31,441,701 30,857,959 Total capitalized costs 47,097,883 46,514,141 Less accumulated depreciation, depletion and amortization (15,656,182 ) (15,656,182 ) Total oil and gas properties $ 31,441,701 $ 30,857,959
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)	3 Months Ended
	Mar. 31, 2021
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 - - - - 10,760 10,760 $ 0.70 - - - - 965,000 965,000 $ 0.80 - - - - 1,666,667 1,666,667 $ 1.03 120,000 - - - - 120,000 $ 1.14 - - 600,000 - - 600,000 $ 1.21 - - 120,000 - - 120,000 $ 1.63 - - - 100,000 - 100,000 120,000 - 720,000 100,000 2,642,427 3,582,427
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 $ 0.97 129,871 - - - - 129,871 $ 1.10 - 600,000 - - - 600,000 $ 1.19 - - 700,000 - - 700,000 $ 1.63 - 58,026 - - - 58,026 129,871 658,026 700,000 600,000 3,000,000 5,087,897
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 No warrants or options were issued during the three months ended March 31, 2021.
STOCKHOLDERS' EQUITY (Details 3)	2020 Risk-free interest rate .13% 1.61% 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 Five Years

ASSET RETIREMENT OBLIGATIONS (T

ASSET RETIREMENT OBLIGATIONS (Tables)	3 Months Ended
	Mar. 31, 2021
Asset Retirement Obligation Disclosure [Abstract]
reconciliation of the asset retirement obligations liability	The following is a reconciliation of the asset retirement obligations liability
ASSET RETIREMENT OBLIGATIONS	Asset retirement obligations – December 31, 2020 $ 21,844 Accretion expense 93 Estimated liabilities recorded - Asset retirement obligations – March 31, 2021 $ 21,937

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Loss	$ 2,055,688	$ 3,693,863
Accumulated Losses	$ 113,991,285		$ 111,935,597

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accounting Policies [Abstract]
Oil sales	$ 1,166	$ 82,113
Gas sales	1,305	2,507
Total	$ 2,471	$ 84,620

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accounting Policies [Abstract]
Interest Costs Capitalized	$ 141,048	$ 614,479
Antidilutive Securities Excluded from Computation of Earnings Per Share, In shares	8,741,060

OIL & GAS PROPERTIES (Details)

OIL & GAS PROPERTIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Extractive Industries [Abstract]
Evaluated costs subject to amortization	$ 15,656,182	$ 15,656,182
Unevaluated costs	31,441,701	30,857,959
Total capitalized costs	47,097,883	46,514,141
Less accumulated depreciation, depletion  and amortization	(15,656,182)	(15,656,182)
Total oil and gas properties	$ 31,441,701	$ 30,857,959

OIL & GAS PROPERTIES (Details 2

OIL & GAS PROPERTIES (Details 2)	Mar. 31, 2021
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)	3 Months Ended	12 Months Ended
	Mar. 31, 2021USD ($)Number	Dec. 31, 2020USD ($)	Aug. 07, 2014
Reserve Quantities [Line Items]
Impairment Charge on Reclassified Assets | $	$ 5,881,635	$ 5,881,635
Equity Method Investment, Ownership Percentage	100.00%
Drilling Obligation	4
Drilling Obligation 2021	4
Drilling Obligation Year 2022	5
Drilling Obligation Year 2023	5
Drilling Obligation Year 2024	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 ($)	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Due to Related Parties, Noncurrent	$ 45,000	$ 98,805
Accrued Payroll Taxes	0	1,213,779
Accounts Receivable, Related Parties	99,820	92,320
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Accounts Receivable, Related Parties	$ 99,820	$ 92,320

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	Mar. 31, 2021$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	8,670,324
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	3,582,427
Equity Option [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] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Equity Option [Member] | 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	720,000
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	2,642,427
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	10,760
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	10,760
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	1,666,667
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	1,666,667
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 1.63 [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

STOCKHOLDERS' EQUITY (Details 2

STOCKHOLDERS' EQUITY (Details 2) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	8,670,324
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	5,087,897
Warrant [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	129,871
Warrant [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	658,026
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] | 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	3,000,000
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] | 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	$ 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] | 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	$ 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] | 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 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 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	$ 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] | 2025 [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 0.97 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.97
Class of Warrant or Right, Outstanding	129,871
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		129,871
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] | 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] | 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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.10
Class of Warrant or Right, Outstanding	600,000
Warrant [Member] | Exercise Price 1.10 [Member] | 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding
Warrant [Member] | Exercise Price 1.10 [Member] | 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	600,000
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] | 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] | 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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 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] | 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] | 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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 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] | 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] | 2024 [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)	12 Months Ended
	Dec. 31, 2020
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%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	1.61%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	90.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	205.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate	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
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

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Feb. 16, 2021	Mar. 31, 2021	Mar. 31, 2020	Feb. 10, 2021	Jan. 13, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares, Issued		145,313,667		23,000,000	300,000	103,273,264
Common Stock, Par or Stated Value Per Share		$ 0.001		$ 1.20	$ 0.80	$ 0.001
Common Stock, Value, Issued		$ 145,317		$ 25,689,649	$ 240,000	$ 103,276
Stock Issued During Period, Shares, Issued for Services		25,000
Stock Issued During Period, Value, Issued for Services		$ 34,250	$ 86,250
Stock Issued During Period, Shares, Other		16,725,797
Stock Issued During Period, Value, Other		$ 17,183,624
Class of Warrant or Right, Outstanding		8,670,324
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:IssuanceOfCommonStockForPaymentInKindOnNotesPayableShares]	186,329	186,329
[custom:CommonStockIssuedInPaymentOfAccountsPayable]	248,479
Stock Issued During Period, Shares, Issued for Services		25,000	125,000
Stock Issued During Period, Value, Issued for Services		$ 25	$ 125
Stock Issued During Period, Shares, Other		16,725,797
Stock Issued During Period, Value, Other		$ 16,726

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards	$ 78,903,136	$ 77,359,811

PROMISSORY NOTES (Details Narra

PROMISSORY NOTES (Details Narrative) - USD ($)	Apr. 21, 2020	Feb. 11, 2019	Oct. 17, 2018	Feb. 06, 2018	Apr. 10, 2017	Jul. 31, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	May 01, 2020
Short-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage										0.98%
Debt Conversion, Converted Instrument, Amount								$ 7,330,849
Stock Issued During Period, Value, Conversion of Convertible Securities								382,500
Gain (Loss) on Extinguishment of Debt								(1,829,651)
Notes Payable, Current									$ 77,477	$ 77,477
12% Unsecured Promissory Notes [Member]
Short-term Debt [Line Items]
Convertible Notes Payable, Current				$ 4,500,000	$ 8,000,000
Debt Instrument, Interest Rate, Stated Percentage					12.00%
Debt Instrument, Maturity Date				Apr. 10, 2020	Apr. 10, 2020
Proceeds from Unsecured Notes Payable				$ 4,332,150	$ 7,540,000
Convertible Notes Payable 4 [Member]
Short-term Debt [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]
Short-term Debt [Line Items]
Convertible Notes Payable, Current		$ 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
8% Convertible Promissory Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes Payable, Current						$ 2,010,000
Debt Instrument, Interest Rate, Stated Percentage						8.00%
Debt Instrument, Maturity Date						May 21, 2021
Debt Instrument, Convertible, Conversion Price						$ 1.10
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price						$ 1.35

ASSET RETIREMENT OBLIGATIONS (D

ASSET RETIREMENT OBLIGATIONS (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Asset Retirement Obligation Disclosure [Abstract]
Asset retirement obligations, Beginning Balance'	$ 21,844
Accretion expense	93
Asset retirement obligations, Ending balance	$ 21,937

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	May 14, 2021shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Conversion of Units	250,000