Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | May 18, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Evergreen Sustainable Enterprises, Inc. | ||
Trading Symbol | EGSE | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 113,254,002 | ||
Entity Public Float | $ 18,658,253 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001527102 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Entity File Number | 000-55019 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-3119496 | ||
Entity Address, Address Line One | 8533 Midway Road | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75209 | ||
City Area Code | (469) | ||
Local Phone Number | 209-6154 | ||
Title of 12(b) Security | Common Stock, par value $0.00001 per share | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Houston, Texas | ||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 275,506 | $ 20,656 |
Accounts receivable | 470,719 | |
Inventories | 148,427 | 212,518 |
Prepaid expenses | 22,143 | 4,723 |
Total current assets | 916,795 | 237,897 |
Property and equipment, net | 2,161,952 | 2,580,662 |
Operating lease right-of-use asset | 161,827 | 263,065 |
Intangible assets, net | 1,271,398 | 1,857,908 |
Goodwill | 799,888 | 799,888 |
Other assets | 2,060 | 407,000 |
Total Assets | 5,313,920 | 6,146,420 |
Current Liabilities: | ||
Accounts payable | 686,297 | 883,485 |
Accrued liabilities | 767,396 | 410,990 |
Payables to related parties | 591,574 | 204,007 |
Operating lease liability - related party | 111,839 | 101,238 |
Notes payable – related parties | 3,322,620 | 2,183,551 |
Other indebtedness - current | 250,002 | 501,668 |
Current liabilities of discontinued operations held for sale | 166,186 | 153,482 |
Total current liabilities | 5,895,914 | 4,438,421 |
Operating lease liability - related party, net of current portion | 49,988 | 161,827 |
Long-term liabilities of discontinued operations held for sale | 207,197 | 162,948 |
Total liabilities | 6,153,099 | 4,763,196 |
Commitments and contingencies | ||
Series B redeemable preferred stock, no par value, $10,000 stated value, 300 shares authorized, 118 shares issued and outstanding at December 31, 2022 and 2021 | 591,558 | 591,558 |
Equity (Deficit): | ||
Preferred stock, $0.00001 par value; 200,000,000 shares authorized, none outstanding | ||
Common stock, $0.00001 par value; 200,000,000 shares authorized, 113,204,002 and 113,094,002 shares issued and outstanding at December 31, 2022 and 2021, respectively | 1,132 | 1,131 |
Additional paid-in capital | 34,029,851 | 29,150,258 |
Accumulated deficit | (35,230,018) | (28,118,245) |
Evergreen Sustainable Enterprises equity (deficit) | (1,199,035) | 1,033,144 |
Noncontrolling interest | (231,702) | (241,478) |
Total equity (deficit) | (1,430,737) | 791,666 |
Total Liabilities and Equity (Deficit) | $ 5,313,920 | $ 6,146,420 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 113,204,002 | 113,094,002 |
Common stock, shares outstanding | 113,204,002 | 113,094,002 |
Series B Redeemable Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | ||
Preferred stock, stated Value (in Dollars) | $ 10,000 | $ 10,000 |
Preferred stock, shares authorized | 300 | 300 |
Preferred stock, shares issued | 118 | 118 |
Preferred stock, shares outstanding | 118 | 118 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Post-harvest and midstream services | $ 2,505,590 | $ 592,024 |
Rental | 90,000 | 82,500 |
Total revenue | 2,595,590 | 674,524 |
Costs and Expenses: | ||
Cost of revenue (exclusive of items shown separately below) | 1,016,930 | 652,521 |
Depreciation and amortization | 1,005,220 | 1,340,425 |
Impairment expense | 407,000 | |
General and administrative | 7,128,421 | 7,803,196 |
Total costs and expenses | 9,557,571 | 9,796,142 |
Operating loss | (6,961,981) | (9,121,618) |
Other expense (income): | ||
Other income | (500,905) | (25,424) |
Change in fair value of marketable security | (11,770) | |
Interest expense | 501,146 | 708,338 |
Total other expense (income) | 241 | 671,144 |
Loss from continuing operations | (6,962,222) | (9,792,762) |
Income (loss) from discontinued operations | (59,773) | (32,213) |
Net loss | (7,021,995) | (9,824,975) |
Less: net income (loss) attributable to noncontrolling interests | 9,776 | (2,247) |
Net loss attributable to Evergreen Sustainable Enterprises | $ (7,031,771) | $ (9,822,728) |
Loss from continuing operations | ||
Basic (in Dollars per share) | $ (0.06) | $ (0.17) |
Diluted (in Dollars per share) | (0.06) | (0.17) |
Loss from discontinued operations | ||
Basic (in Dollars per share) | ||
Diluted (in Dollars per share) | ||
Earnings (loss) per share | ||
Basic (in Dollars per share) | (0.06) | (0.17) |
Diluted (in Dollars per share) | $ (0.06) | $ (0.17) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Series B Redeemable Preferred Stock | Series A Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at Dec. 31, 2020 | $ 729,058 | $ 4,975,503 | $ 6,083,480 | $ 4,436,018 | $ (18,220,705) | $ (239,231) | $ (2,964,935) |
Balance (in Shares) at Dec. 31, 2020 | 135 | 6,328,948 | 17,380,317 | ||||
Acquisition of Certain Assets of Halcyon Thruput, LLC | $ 2,500,000 | 2,500,000 | |||||
Acquisition of Certain Assets of Halcyon Thruput, LLC (in Shares) | 6,250,000 | ||||||
Issuances of common stock units | $ 136,717 | 838,283 | 975,000 | ||||
Issuances of common stock units (in Shares) | 1,758,333 | ||||||
Warrant exercises | $ 4,771,679 | (1,429,679) | 3,342,000 | ||||
Warrant exercises (in Shares) | 9,494,316 | ||||||
Issuance of common shares for Convertible Promissory Note | $ 217,769 | 217,769 | |||||
Issuance of common shares for Convertible Promissory Note (in Shares) | 618,660 | ||||||
Issuance of common shares for Senior Secured Promissory Note | $ 1,942,500 | 1,942,500 | |||||
Issuance of common shares for Senior Secured Promissory Note (in Shares) | 1,000,000 | ||||||
Common shares issued to vendor for services | $ 117,500 | 117,500 | |||||
Common shares issued to vendor for services (in Shares) | 125,000 | ||||||
Issuance of common shares for extension of secured note | $ 18,000 | 18,000 | |||||
Issuance of common shares for extension of secured note (in Shares) | 20,000 | ||||||
Change in common stock par value due to change in corporate domicile | $ (15,868,273) | 15,868,273 | |||||
Conversion of Series A preferred stock | $ (4,975,503) | $ 759 | 4,974,744 | ||||
Conversion of Series A preferred stock (in Shares) | (6,328,948) | 75,947,376 | |||||
Series B preferred stock redemptions | $ (137,500) | ||||||
Series B preferred stock redemptions (in Shares) | (17) | ||||||
Series B preferred stock dividend | (74,812) | (74,812) | |||||
Stock-based compensation | $ 81,000 | 4,462,619 | 4,543,619 | ||||
Stock-based compensation (in Shares) | 500,000 | ||||||
Net loss | (9,822,728) | (2,247) | (9,824,975) | ||||
Balance at Dec. 31, 2021 | $ 591,558 | $ 1,131 | 29,150,258 | (28,118,245) | (241,478) | 791,666 | |
Balance (in Shares) at Dec. 31, 2021 | 118 | 113,094,002 | |||||
Issuance of common shares for extension of secured note | $ 1 | 52,580 | 52,581 | ||||
Issuance of common shares for extension of secured note (in Shares) | 110,000 | ||||||
Modification of warrants for extension of promissory note to investor | 68,756 | 68,756 | |||||
Series B preferred stock dividend | (80,002) | (80,002) | |||||
Stock-based compensation | 4,758,257 | 4,758,257 | |||||
Net loss | (7,031,771) | 9,776 | (7,021,995) | ||||
Balance at Dec. 31, 2022 | $ 591,558 | $ 1,132 | $ 34,029,851 | $ (35,230,018) | $ (231,702) | $ (1,430,737) | |
Balance (in Shares) at Dec. 31, 2022 | 118 | 113,204,002 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (7,021,995) | $ (9,824,975) |
Loss from discontinued operations | (59,773) | (32,213) |
Net loss from continuing operations | (6,962,222) | (9,792,762) |
Adjustments to reconcile net loss from continuing operations to net cash from operating activities: | ||
Depreciation and amortization | 1,005,220 | 1,340,425 |
Impairment expense | 407,000 | |
Amortization of debt discount | 52,581 | 380,282 |
Stock-based compensation | 4,758,257 | 4,543,619 |
Common shares issued to vendor for services | 117,500 | |
Modification of warrants for extension of promissory note to investor | 68,756 | |
Other income - PPP Loan forgiveness | (25,424) | |
Loss on disposal of property and equipment | 6,938 | |
Change in fair value of marketable securities | (11,770) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (470,719) | 75,470 |
Inventories | 64,091 | (212,518) |
Prepaid expenses and other assets | (19,480) | (4,723) |
Accounts payable and accrued liabilities | 466,783 | 85,939 |
Net cash from operating activities – continuing operations | (629,733) | (3,497,024) |
Net cash from operating activities – discontinued operations | (2,820) | |
Net cash from operating activities | (632,553) | (3,497,024) |
Cash Flows From Investing Activities | ||
Capital expenditures | (77,715) | |
Acquisition of certain assets of Halcyon Thruput, LLC, net of acquired cash of $224,530 | (1,525,470) | |
Proceeds from sale of investment in common stock | 34,847 | |
Net cash from investing activities – continuing operations | (1,568,338) | |
Cash Flows From Financing Activities | ||
Issuance of common stock units | 925,000 | |
Redemptions of Series B preferred stock | (137,500) | |
Series B preferred stock dividends paid | (16,500) | |
Proceeds from warrant exercises | 3,342,000 | |
Repayment of Halcyon bank note | (995,614) | |
Proceeds from notes payable - related parties | 1,294,069 | |
Repayments of notes payable - related parties | (105,000) | |
Proceeds from subordinated notes | 410,000 | |
Repayment of subordinated notes | (50,000) | (1,100,000) |
Payment of mortgage payable | (251,666) | (117,793) |
Net cash from financing activities – continuing operations | 887,403 | 2,309,593 |
Net change in cash | 254,850 | (2,755,769) |
Cash, beginning of period | 20,656 | 2,776,425 |
Cash, end of period | $ 275,506 | $ 20,656 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net of acquired cash | $ 224,530 | $ 224,530 |
Business
Business | 12 Months Ended |
Dec. 31, 2022 | |
Business [Abstract] | |
Business | 1. Business Evergreen Sustainable Enterprises, Inc. (formerly Generation Hemp, Inc.) (the “Company”) was incorporated on August 21, 2021 in the State of Delaware. The Company was originally incorporated as Home Treasure Finders, Inc. (“HTF”) on July 28, 2008 in the State of Colorado. On November 27, 2019, HTF purchased approximately 94% of the common stock of Energy Hunter Resources, Inc. (“EHR”) in a series of transactions accounted for as a reverse merger. Upon closing, HTF changed its name to Generation Hemp, Inc. In March 2023, the Company changed its name to Evergreen Sustainable Enterprises, Inc. On January 11, 2021, we completed the acquisition of certain assets of Halcyon Thruput, LLC (“Halcyon”). With this acquisition, we commenced providing post-harvest and midstream services to hemp growers by drying, processing, cleaning and stripping harvested hemp directly from the field and wetbaled at our 48,000 square foot leased facility located in Hopkinsville, Kentucky. The Company also offers safe storage services for processed hemp, which enables farmers to maximize strategic market timing. We market two retail products, Gas Monkey Spill-Jack Rowdy Rooster We also generate revenue from rental of our “Cannabis Zoned” (Hemp) warehouse property located in Denver, Colorado currently leased to an unaffiliated hemp seed company. As of December 31, 2022, EHR held an approximate 8% working interest in an oil & gas property located in Cochran County, Texas within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR’s oil & gas activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each of the periods presented. Our management team has been and continues to actively review acquisition candidates involved in the hemp industry that operate within a number of vertical businesses, predominantly within the midstream sector that are attractive to us and are within the hemp supply chain. Additionally, the Company has been studying the Bitcoin mining space and in January 2023 announced a new strategic initiative in this area and commenced bitcoin operations. Refer to Note 15 for more discussion. Liquidity and Going Concern – In the year ended December 31, 2022, the Company used $633 thousand of cash for its operating activities. At December 31, 2022, the Company’s current liabilities, including financing obligations due within one year, totaled $5.9 million as compared with its current assets of $917 thousand. The Company will continue to pursue additional capital raising opportunities in order to fund future acquisitions and meet its obligations as they become due. We may not be successful in obtaining additional financing needed. In the event financing cannot be obtained, the Company may not be able to satisfy these plans and obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation – Business Combinations – Use of Estimates – Revenue Recognition – Rental revenue is recognized based on the contractual cash rental payments for the period. Cash – Inventories Property and Equipment – P Leases Intangible Assets Impairment of Long-Lived Assets Noncontrolling Interest Stock-based Compensation – Income Taxes – The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain tax positions as of December 31, 2022 or 2021. Income tax returns we file may be routinely examined by tax authorities. The statute of limitations is currently open for tax returns filed after 2018. The Company is subject to the Texas margin tax; however, tax expense was zero for the years ended December 31, 2022 and 2021. Discontinued Operations – The Company follows the successful efforts method of accounting for its oil and gas properties. Costs to acquire mineral interests in oil and gas properties and to drill and equip new development wells and related asset retirement costs are capitalized. In 2019, the Company’s oil and gas properties became fully impaired and the carrying amount of the properties was expensed to the market decline and the Company’s determination to exit the oil and gas business. The oil & gas properties have limited production and operations for which the Company recognizes its share as a non-operating working interest owner. Oil & gas revenue is recognized for discontinued operations based on delivered quantities in the amount of the consideration to which the Company is entitled. The Company records a liability for the plugging, abandonment and remediation of its properties at the end of their productive lives. The Company computes the liability for asset retirement obligations by calculating the present value of estimated future cash flows related to each property. This requires the Company to use significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells and its risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations. Asset retirement obligations are recorded as a liability at their estimated present value at the asset’s inception, with an offsetting increase to producing properties in the accompanying balance sheet which is amortized to expense on a unit-of-production basis. Periodic accretion of the discount on asset retirement obligations is recorded as expense. Fair Value Measurements – Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of cash, accounts receivable, accounts payable and indebtedness approximate their carrying amounts due to the relatively short maturity of these instruments. Earnings (loss) per Share – Major Customer and Concentration of Credit Risk – During 2022, one customer accounted for approximately 96% of our post-harvest and midstream services revenue. Amounts due from this customer represented all of our accounts receivable at December 31, 2022. During 2021, one customer accounted for approximately 91% of our post-harvest and midstream services revenue. No amounts were due from this customer at December 31, 2021. Our rental revenue is derived from a single lessee on a commercial warehouse owned by the Company. There were no amounts due from this customer at December 31, 2022 or 2021. Recent Accounting Pronouncements – Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) There are no other new accounting pronouncements that are expected to have a material impact on the consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consisted of the following: Useful December 31, Life (yrs) 2022 2021 Land $ 96,000 $ 96,000 Warehouse 30 916,500 916,500 Leasehold Improvements 3 473,601 473,601 Machinery and equipment 5-7 1,506,447 1,506,447 Vehicles 4 149,440 149,440 Computer equipment and software 3 46,825 46,825 Office furniture and equipment 3-5 17,294 17,294 Subtotal 3,206,107 3,206,107 Less accumulated depreciation and amortization (1,044,155 ) (625,445 ) Total property and equipment, net $ 2,161,952 $ 2,580,662 |
Intangible and Other Assets
Intangible and Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Assets | 4. Intangible and Other Assets The following table summarizes information related to finite-lived intangible assets: December 31, 2022 December 31, 2021 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Customer relationships $ 2,612,649 $ (1,362,311 ) $ 1,250,338 $ 2,612,649 $ (796,858 ) $ 1,815,791 Non-competition agreements 63,176 (42,116 ) 21,060 63,176 (21,059 ) 42,117 Total $ 2,675,825 $ (1,404,427 ) $ 1,271,398 $ 2,675,825 $ (817,917 ) $ 1,857,908 Future amortization expense for intangible assets in each of the next five years are expected to be $419 thousand for 2023, $278 thousand for 2024, $194 thousand for 2025, $130 thousand for 2026 and $86 thousand for 2027. Other assets included $407,000 at December 31, 2021 for the Company’s option to purchase the facility located in Hopkinsville, Kentucky leased from Halcyon. Under this agreement, the Company had the option to purchase the facility on or before August 25, 2022, as amended, for a purchase price of $993 thousand. This agreement was not renewed upon its expiration. Impairment expense totaling $407 thousand was recognized in the third quarter of 2022 as a result. |
Notes Payable _ Related Parties
Notes Payable – Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable – Related Parties [Abstract] | |
Notes Payable – Related Parties | 5. Notes Payable – Related Parties Notes payable – related parties consisted of the following: December 31, 2022 2021 Subordinated Promissory Note to CEO $ 523,551 $ 523,551 Convertible Promissory Note to CEO 1,107,069 410,000 Secured Promissory Note to Coventry Asset Management, LTD. 1,000,000 1,000,000 Subordinated Promissory Note to Investor 200,000 250,000 Promissory Note to Investment Hunter, LLC 492,000 - Total notes payable – related parties $ 3,322,620 $ 2,183,551 Subordinated Promissory Note to CEO – Convertible Promissory Note to CEO Secured Promissory Note and Warrants to Coventry Asset Management, LTD. – interest at a rate of 14% per annum. The promissory note has been extended seven times including the issuance of 20,000 restricted common shares as extension fees each for the first five extensions and the issuance of 50,000 restricted common shares for the last two extensions. The maturity date of the promissory note is December 31, 2023, as amended. If before December 31, 2023, the Company raises new equity capital of $5 million or more, then the full amount outstanding under the promissory note is due within five days. As amended, principal payments of $250 thousand each are due June 1, 2023 and August 31, 2023. Accrued interest on this secured note totaled $200 thousand at December 31, 2022. Subordinated Promissory Note and Warrants to Investor – The holder of the subordinated note received a warrant to purchase 500 thousand shares of common stock exercisable for cash at an exercise price of $0.352 per share. As consideration for the April 2022 extension, the term of this warrant was extended by one year to December 30, 2023. The Company recognized $69 thousand of interest expense in 2022 for the modification related to this extension of the warrant term. Promissory Note to Investment Hunter, LLC |
Other Indebtedness
Other Indebtedness | 12 Months Ended |
Dec. 31, 2022 | |
Other Indebtedness [Abstract] | |
Other Indebtedness | 6. Other Indebtedness Mortgage Payable and Operating Lease The Company leases the Denver warehouse property to a tenant under an operating lease which was renewed with a new tenant and extended to August 1, 2023 for a monthly rent of $7.5 thousand. The lease requires a true-up with the tenant for property taxes and insurance paid by the Company and requires the tenant to maintain the interior and exterior of the warehouse (except for the roof). The lease provides for a rent abatement in the first and last month of the contracted extension. Minimum future rents for 2023 are $52 thousand. Paycheck Protection Program Loan – |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases Office Space – Hemp Processing Operating Facility Future Bitcoin Mining Premises |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Litigation – Evergreen Sustainable Enterprises, Inc. (formerly Generation Hemp, Inc.) v. Colorado Mill Equipment, LLC The defendant sold to the Company a faulty piece of equipment for $16 thousand and will not refund to the Company the purchase price after repeated attempts to return their equipment. An original lawsuit filed by the Company against Colorado Mill Equipment in January 2022 in Dallas County was subsequently dismissed due to jurisdiction. A second lawsuit was subsequently filed in El Paso County, Colorado and is currently pending. Halcyon Thruput, LLC, Plaintiff v. United National Insurance Company, Defendant, United States District Court for the Northern District of Texas, Dallas Division, Case No. 3:21-CV-3136-K Halcyon Thruput, LLC (Halcyon) obtained an all-risks commercial insurance policy, including an Equipment Breakdown Endorsement (Policy) from United National Insurance Company (UNIC) to provide substantial coverages for Halcyon Thruput LLC’s (Halcyon) $1.2 million hemp processing dryer (Dryer) at its facility in Hopkinsville, Kentucky. During the Policy period, the Dryer caught fire due to the Dryer being defectively designed. While UNIC has paid a number of Halcyon’s claims, Halcyon’s claim for the cost of the replacement Dryer of $1.5 million was denied as described below. Buyer, a wholly owned subsidiary of the Company, pursuant to an Asset Purchase Agreement as twice amended, then acquired all the assets of Halcyon, except for the right to the proceeds of UNIC’s insurance policy since the Policy prohibited assignment. Halcyon and Buyer agreed that Buyer’s principal, Gary C. Evans, had the right to control the litigation, engage counsel for Halcyon and make all decisions relating to any proceeds received in the litigation by settlement or otherwise. Halcyon’s suit against UNIC, which was removed to federal court, seeks over $1 million plus statutory interest on that sum from August 10, 2020 for violating the Texas Insurance Code’s requirement that claims be promptly paid, additional statutory penalties, and attorneys’ fees. Certain documents have been executed between the Company, Halcyon and legal counsel, which provide for a sharing of costs and expenses and awards, if any, against UNIC. Mediation of the case was held in April 2022 where no agreement was reached by the parties. Depositions of the Company’s expert witnesses were completed in July 2022 and of UNIC’s representatives in September 2022. In August 2022, the Company received a second payment from UNIC of $357 thousand as a partial settlement of this claim, which amount was reported as other income in the consolidated financial statements. JDONE, LLC v. Grand Traverse Holdings, LLC and John Gallegos, Denver District Court Case No. 2019CV33723 JDONE, LLC (“JDONE”), a wholly owned subsidiary of the Company and landlord of a commercial warehouse building in Denver, brought suit against Grand Traverse Holdings, LLC for default of its commercial lease of the warehouse from JDONE. This case settled in October 2022 and the Company received $122 thousand from the defendant, which amount was reported as other income in the consolidated financial statements. KBSIII Tower at Lake Carolyn, LLC and Prime US-Tower at Lake Carolyn, LLC (collectively – “KBSIII”) v. Energy Hunter Resources, Inc. Plaintiff/Counterdefendant KBSIII was seeking lost rent on office space for periods after EHR vacated office premises located in Las Colinas, Texas. EHR filed a counter suit alleging specific damages due to uninhabitable premises of the office space due to the intolerable conduct of other tenants located on the same floor. On December 23, 2020, the trial court entered a summary judgment against EHR for $231 thousand. The judgment provides for post-judgment interest at a rate of 5% per annum until paid and further provides for additional amounts owed should EHR pursue unsuccessful appeals to higher courts. At December 31, 2022, the Company had accrued $253 thousand for this judgment, which is exclusively an EHR obligation. Ogborn-Mihm, LLP v. Evergreen Sustainable Enterprises, Inc. (formerly Generation Hemp, Inc.), JDONE, LLC and Gary C. Evans The Company was recently made aware of litigation filed against it in the District Court of Denver from a law firm which was previously engaged by the Company. While none of the parties have been officially served, the alleged amount being sought from the Company is less than $50,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 9. Income Taxes No amounts were recorded for income tax expense during the years ended December 31, 2022 or 2021. A reconciliation of the expected statutory federal tax and the total income tax expense from continuing operations was as follows: Year Ended December 31, 2022 2021 Federal statutory rate $ (1,462,067 ) $ (2,056,480 ) State income taxes, net (141,438 ) (198,940 ) Change in valuation allowance 1,630,110 3,655,210 Change in state tax rates - (178,644 ) True-up of prior year deferred items - (929,450 ) Other, net (26,605 ) (291,696 ) Total income tax expense $ - $ - The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following: December 31, 2022 2021 Assets: Net operating loss carryforwards $ 5,471,098 $ 4,960,487 Stock-based compensation 2,142,362 1,046,464 Property and equipment (24,310 ) 33,803 Intangible assets 216,726 135,012 Subtotal 7,805,876 6,175,766 Valuation allowance (7,805,876 ) (6,175,766 ) Net deferred tax asset $ - $ - The Company has federal net operating loss (“NOL”) carryforwards of approximately $23.8 million at December 31, 2022, of which approximately $6.5 million begin to expire in 2034 and the remainder have no expiration. The Company estimates that a majority of its NOL carryforwards are subject to annual limitations under Internal Revenue Code Section 382 as a result of ownership changes at various times including in the Transaction. These NOL carryforwards may never be utilized by the Company. The Company is delinquent in filing its 2021 Federal and state tax returns. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | 10. Equity Series A Preferred Stock – Series B Preferred Stock Units – The sale of the preferred stock units for $10 thousand each resulted in aggregate gross proceeds of approximately $1.35 million, before deducting estimated offering expenses payable by the Company. Substantially all of the proceeds raised in the offering were used to fund the acquisition of assets of Halcyon, expenses related thereto and for general corporate purposes. Each share of Series B Preferred Stock is initially convertible into 25,000 shares of common stock, subject to adjustment. Holders of Series B Preferred Stock are entitled to receive dividends of 6.00% per annum based on the stated value equal to $10 thousand per share. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the related certificate of designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its common stock, (e) enter into any agreement with respect to any of the foregoing, or (f) pay cash dividends or distributions on any equity securities of the Company other than pursuant to the terms of the outstanding Series B Preferred Stock. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. Any or all of the Series B Preferred Stock may be converted, at their holder’s option, into 25,000 shares of common stock, as adjusted for any stock dividends, splits, combinations or similar events. At any time after the occurrence of a “Qualifying Event,” the Company, upon 5-day written notice, shall have the right to cause each share of Series B Preferred Stock (and all accrued in-kind dividends with respect thereto) to be converted into common stock. For purposes of this automatic conversion of the Series B Preferred Stock, a “Qualifying Event” shall have occurred if (A) (1) the rolling five-trading day volume-weighted average trading price of shares of the common stock exceeds $1.00, and (2) there shall be an effective registration statement under the Securities Act of 1933, as amended covering all of the shares of common stock which would be issuable upon conversion of all of the outstanding shares of Series B Preferred Stock or (B) the Company closes a firm commitment underwriting of the common stock on a Form S-1 Registration Statement with aggregate gross proceeds of at least $5 million at a price per share equal to or greater than $1.00. In each instance, a conversion may not be made unless the Company has filed an amendment to its Articles of Incorporation effecting an increase in its authorized common stock so that the Company has a sufficient number of authorized and unissued shares of common stock so as to permit the conversion of all outstanding shares. The Series B Preferred Stock may be redeemed by the Company for its stated value, plus accrued and unpaid dividends, at any time. Initially, redemption payments of 12.5% each of the total amount of Series B Preferred Stock then outstanding plus accrued dividends were due from the Company to each Holder of Series B Preferred Stock at the end of each calendar quarter of 2021. The first required redemption payments totaling $137 thousand were made in April 2021. In May, June and October of 2021, the three holders of the Series B Preferred Stock, including the Company’s chief executive officer, entered into transactions in which they accepted the mandatory redemption payment required pursuant to the Series B Preferred Stock certificate of designation in a number of Series B Units to effectively waive the redemption requirement. All other terms of the Series B Units remain unchanged and the holders’ ownership interest in the Series B Preferred Units remains the same as it was before such transactions. Common Stock – ● Acquisition of Certain Assets of Halcyon ● 2021 First Quarter Issuances of Common Stock Units ● Warrant Exercises ● Issuances for Exchange or Conversion of Debt ● Issuance to Vendor for Services ● Issuance for Extension of Secured Note ● Issuance for Conversion of Series A Preferred Stock ● 2021 Fourth Quarter Issuances of Common Stock Units ● Issuance for Extensions of Secured Note – Common Stock Warrants Outstanding – # of Price Expiration Date Method of Exercise Issued in December 2020 with subordinated note to investor (1) 500,000 $ 0.352 December 30, 2023 Cash Issued in Q1 2021 with common stock units (1) 1,600,000 $ 0.500 January-February, 2023 Cash Issued in Q4 2021 with common stock units (1) 958,333 $ 0.600 October-December, 2023 Cash Total warrants outstanding at December 31, 2022 3,058,333 (1) May be redeemed for $0.0001 per warrant at the Company’s option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. Following is a summary of outstanding stock warrants activity for the periods presented: # of Weighted Warrants as of January 1, 2021 22,988,632 $ 0.353 Issued 2,558,333 $ 0.537 Cancelled (7,244,316 ) $ 0.352 Exercised (9,494,316 ) $ 0.352 Warrants as of December 31, 2021 8,808,333 $ 0.407 Canceled (5,750,000 ) $ 0.354 Warrants as of December 31, 2022 3,058,333 $ 0.507 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation We award restricted stock or stock options as incentive compensation to employees and compensation to our Board of Directors for services. Generally, these awards include vesting periods of up to three years from the date of grant. The 2021 Omnibus Incentive Plan (“2021 Plan”) was adopted by our Board on July 1, 2021. The 2021 Plan provides for the initial reservation of 15 million shares of common stock for issuance, and provides that the maximum number of shares that may be issued pursuant to the exercise of ISOs is 15 million. On the one-year anniversary date of the 2021 Plan, the number of shares of common stock reserved for issuance automatically increased to 20% of the fully diluted common shares outstanding, including shares issuable upon the conversion of preferred shares, as calculated on an as-converted basis. In the first quarter of 2021, the Company issued 500,000 restricted shares valued at $155 thousand as incentive compensation to two executives who joined the Company. Compensation expense related to these awards totaled $155 thousand for 2021. These awards became fully vested in January 2022. In the fourth quarter of 2021, the Company awarded options for 13,850,000 shares of the Company’s common stock as incentive compensation to management and the Board of Directors. One-third of the awarded options vested immediately with the remaining options vesting in two equal annual tranches over the next two years. Vested options may be exercised at any time until their expiration after 10 years at an exercise price of $0.76 per share. Unvested options are forfeited upon termination of service. The fair value of the awards at the date of grant of $10.5 million was determined using the Black-Scholes option pricing model. Key assumptions included a risk-free interest rate ranging from 1.18% to 1.28%, historical volatility ranging from 331% to 643% and an expected life of the stock options ranging from five to six years. In the third quarter of 2022, the Company awarded options for 1,915,000 shares of the Company’s common stock as incentive compensation to its CEO and board of directors. The awarded options vest over the next three years. Vested options may be exercised at any time until their expiration ranging from eight to 10 years at their exercise prices ranging from $0.30 to $0.33 per share. Unvested options are forfeited upon termination of service. The fair value of the awards at the date of grant of $576 thousand was determined using the Black-Scholes option pricing model. Key assumptions included a risk-free interest rate ranging from 2.87% to 3.03%, historical volatility ranging from 251% to 408% and an expected life of the stock options ranging from four to seven years. We recognized $4.7 million of compensation expense in 2022 and $1.4 million in 2021 for option awards. As of December 31, 2022, there was $2.0 million of total unrecognized compensation cost related to options to be recognized over a remaining weighted average period of 17 months. The following table summarizes options outstanding, as well as activity for the periods presented: Shares Weighted Weighted Price Aggregate Outstanding at January 1, 2021 - $ - $ - - Granted 13,850,000 $ 0.76 $ 0.76 - Outstanding at December 31, 2021 13,850,000 $ 0.76 $ 0.76 - Granted 1,915,000 $ 0.30 $ 0.31 - Outstanding at December 31, 2022 15,765,000 $ 0.70 $ 0.71 - The remaining weighted average contractual life of exercisable options at December 31, 2022 was nine years. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 12. Discontinued Operations In 2019, management determined to fully divest of EHR’s oil and gas activities. As such, these activities are presented as discontinued operations for each of the periods presented. The following is a summary of the carrying amounts of major classes of assets and liabilities of the discontinued operations to assets and liabilities held for sale: December 31, 2022 2021 Assets: Oil and natural gas properties held for sale, at cost $ 1,874,849 $ 1,874,849 Accumulated DD&A (1,874,849 ) (1,874,849 ) Total assets of discontinued operations held for sale $ - $ - Liabilities: Accrued liabilities $ 61,701 $ 48,997 Asset retirement obligations 52,368 52,368 Revenue payable 52,117 52,117 Current liabilities of discontinued operations held for sale 166,186 153,482 Asset retirement obligations - Long-term liabilities of discontinued operations held for sale 207,197 162,948 Total liabilities of discontinued operations held for sale $ 373,383 $ 316,430 The following is a summary of the major classes of line items constituting loss on discontinued operations shown in the consolidated statements of operations: For the year ended 2022 2021 Revenue - Oil and gas sales $ 147,828 $ 116,710 Costs and Expenses: Lease operating expense 163,352 134,590 Accretion of asset retirement obligations 44,249 14,333 Total costs and expenses 207,601 148,923 Loss from discontinued operations $ (59,773 ) $ (32,213 ) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 13. Supplemental Cash Flow Information For the year ended 2022 2021 Cash paid for interest $ 68,321 $ 138,736 Cash paid for taxes - - Noncash investing and financing activities: Acquisition of certain assets of Halcyon Thruput, LLC - issuance of common shares - 2,500,000 - issuance of subordinated note - 850,000 - assumption of Halcyon bank note - 995,614 Series B preferred stock dividend payable 80,002 58,312 Issuance of common stock units previously subscribed - 50,000 Issuances of common shares for exchange or conversion of debt - 2,160,269 Conversion of Series A preferred stock into common stock - 4,975,503 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 14. Earnings (Loss) per Share The following is the computation of earnings (loss) per basic and diluted share: For the year ended 2022 2021 Amounts attributable to Generation Hemp: Numerator Loss from continuing operations attributable to common stockholders $ (6,975,740 ) $ (9,792,532 ) Income (loss) from discontinued operations (56,031 ) (30,196 ) Less: preferred stock dividends (80,002 ) (74,812 ) Net loss attributable to common stockholders $ (7,111,773 ) $ (9,897,540 ) Denominator Weighted average shares used to compute basic EPS 113,163,591 57,159,659 Dilutive effect of convertible note 1,164,773 1,164,773 Dilutive effect of preferred stock 2,950,000 55,075,900 Dilutive effect of common stock options 229,762 709,981 Dilutive effect of common stock warrants 1,320,951 11,022,542 Weighted average shares used to compute diluted EPS 118,829,077 125,132,855 Earnings (loss) per share: Loss from continuing operations Basic $ (0.06 ) $ (0.17 ) Diluted $ (0.06 ) $ (0.17 ) Loss from discontinued operations Basic $ - $ - Diluted $ - $ - Earnings (loss) per share Basic $ (0.06 ) $ (0.17 ) Diluted $ (0.06 ) $ (0.17 ) The computation of diluted earnings per common share excludes the assumed conversion of the Series B Preferred Stock and outstanding convertible notes and exercise of common stock options and warrants in periods when we report a loss. The dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] [Standard Label] | |
Subsequent Events | 15. Subsequent Events Issuance of common stock options Commencement of Bitcoin Operations and Acquisition of Toro Energía Sociedad Anonima On January 9, 2023, the Company purchased 80% of Toro Energía Sociedad Anonima (“Toro”), a Costa Rican corporation with ownership of a hydroelectric dam in Costa Rica. The source of approximately one megawatt of power produced from the hydroelectric dam (six generators) will be used to power new Bitcoin mining machines at an extremely low cost. The transaction included seller-financed debt of $985 thousand. The seller-financed debt has a term of 10 years and a 9.5% per annum variable interest rate (based on the prime rate) with straight line amortization. The seller-financed debt is secured by pledge of the Toro Dam. The purchase price for 80% of Toro’s equity was $1.4 million. These amounts were paid in cash from proceeds of a Secured Promissory Note (“Secured Note”) with the Gary C. Evans, CEO of the Company (‘Evans”). Under the terms of the Secured Note, (a) the Company and Evans restructured (i) the Subordinated Promissory Note dated November 20, 2020 and (ii) Convertible Promissory Note dated July 20, 2021, such that all accrued and unpaid interest on each note were rolled into a new Secured Note, (b) Evans lent the Company $500 thousand on January 9, 2023 and $969 thousand on January 10, 2023. The Secured Note has a maturity date of July 15, 2023 and bears interest at the rate of 10.00% per annum. The Secured Note has a conversion feature which permits Evans to convert at the Maturity Date then outstanding principal and interest at a conversion price of $0.275 (the closing price of the Company’s stock on January 9, 2023). The Toro Dam is located approximately 25 miles from San Jose between two volcano craters. The site generates all its energy from green resources with a proven 98% run time over the years and has a full-time staff in place under a new Operating & Maintenance Agreement. Hydroelectric power is a clean and renewable energy source that is used to generate electricity by harnessing the energy of falling water and can provide a reliable and a very cost-effective source of energy for bitcoin mining operations. Hydroelectric power can help reduce the carbon footprint of cryptocurrency mining, as many cryptocurrencies are produced using fossil fuels, which continues to contribute to greenhouse gas emissions and climate change. By using hydroelectric power, bitcoin mining can be made more environmentally friendly and sustainable and can help improve the stability and reliability of cryptocurrency networks. Hydroelectric power is a relatively stable and reliable source of energy, compared to other sources such as coal or fossil fuels, which can be prone to price fluctuations and supply disruptions. The Company has committed to acquire 240 new Bitmain S19J Pro+ ASIC miners that will be deployed at the Toro Dam in the first half of 2023. Subordinated Promissory Note and Warrants to Investor – Hemp Processing Operating Facility Issuance of Series C Preferred Units Each share of Series C Redeemable Convertible Preferred Stock is convertible, at the holder’s option, into 100 thousand shares of our common stock at any time. It is subject to automatic conversion if (a) the rolling five (5)-trading day volume-weighted average trading price of shares of our common stock exceeds $0.75 and (b) there shall be an effective registration statement under the Securities Act of 1933. The conversion ratio may be adjusted for certain dilutive issuances or in the event a dividend is paid on our common stock. The Series C Redeemable Convertible Preferred Stock is redeemable at any time at the Company’s option. The warrants are exercisable for a cash exercise price of $0.50 per share and expire in three years. The warrants may be redeemed at the Company’s option if after one year from issuance, the trading price of the Company’s common stock exceeds $0.875 over a ten consecutive day trading period having a minimum trading volume of 25 thousand shares daily. Promissory Note to Investment Hunter, LLC Secured Promissory Note to a Director and our CEO – On April 19, 2023, Razorback I, LLC, a wholly-owned subsidiary of the Company, borrowed $300 thousand under a secured promissory note from one of our directors and our CEO. Proceeds from the note are expected to be utilized in the acquisition of land in Arkansas to expand bitcoin mining operations. The promissory note matures on April 15, 2024. Interest accrues at 12% per annum and is due quarterly beginning on July 15, 2023. The holders have the option to convert the outstanding principal and interest into restricted shares at a conversion price of $0.30 per share of common stock. The secured promissory note is collateralized by a pledge of 100% of the ownership interest of Razorback I, LLC and has been guaranteed by the Company as well. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – |
Business Combinations | Business Combinations – |
Use of Estimates | Use of Estimates – |
Revenue Recognition | Revenue Recognition – Rental revenue is recognized based on the contractual cash rental payments for the period. |
Cash | Cash – |
Inventories | Inventories |
Property and Equipment | Property and Equipment – P |
Leases | Leases |
Intangible Assets | Intangible Assets |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Noncontrolling Interests Policy Text Block | Noncontrolling Interest |
Stock-based Compensation | Stock-based Compensation – |
Income Taxes | Income Taxes – The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain tax positions as of December 31, 2022 or 2021. Income tax returns we file may be routinely examined by tax authorities. The statute of limitations is currently open for tax returns filed after 2018. The Company is subject to the Texas margin tax; however, tax expense was zero for the years ended December 31, 2022 and 2021. Discontinued Operations – The Company follows the successful efforts method of accounting for its oil and gas properties. Costs to acquire mineral interests in oil and gas properties and to drill and equip new development wells and related asset retirement costs are capitalized. In 2019, the Company’s oil and gas properties became fully impaired and the carrying amount of the properties was expensed to the market decline and the Company’s determination to exit the oil and gas business. The oil & gas properties have limited production and operations for which the Company recognizes its share as a non-operating working interest owner. Oil & gas revenue is recognized for discontinued operations based on delivered quantities in the amount of the consideration to which the Company is entitled. The Company records a liability for the plugging, abandonment and remediation of its properties at the end of their productive lives. The Company computes the liability for asset retirement obligations by calculating the present value of estimated future cash flows related to each property. This requires the Company to use significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells and its risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations. Asset retirement obligations are recorded as a liability at their estimated present value at the asset’s inception, with an offsetting increase to producing properties in the accompanying balance sheet which is amortized to expense on a unit-of-production basis. Periodic accretion of the discount on asset retirement obligations is recorded as expense. |
Fair Value Measurement | Fair Value Measurements – Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of cash, accounts receivable, accounts payable and indebtedness approximate their carrying amounts due to the relatively short maturity of these instruments. |
Earnings (loss) per Share | Earnings (loss) per Share – |
Major Customer and Concentration of Credit Risk | Major Customer and Concentration of Credit Risk – During 2022, one customer accounted for approximately 96% of our post-harvest and midstream services revenue. Amounts due from this customer represented all of our accounts receivable at December 31, 2022. During 2021, one customer accounted for approximately 91% of our post-harvest and midstream services revenue. No amounts were due from this customer at December 31, 2021. Our rental revenue is derived from a single lessee on a commercial warehouse owned by the Company. There were no amounts due from this customer at December 31, 2022 or 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) There are no other new accounting pronouncements that are expected to have a material impact on the consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | Useful December 31, Life (yrs) 2022 2021 Land $ 96,000 $ 96,000 Warehouse 30 916,500 916,500 Leasehold Improvements 3 473,601 473,601 Machinery and equipment 5-7 1,506,447 1,506,447 Vehicles 4 149,440 149,440 Computer equipment and software 3 46,825 46,825 Office furniture and equipment 3-5 17,294 17,294 Subtotal 3,206,107 3,206,107 Less accumulated depreciation and amortization (1,044,155 ) (625,445 ) Total property and equipment, net $ 2,161,952 $ 2,580,662 |
Intangible and Other Assets (Ta
Intangible and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | December 31, 2022 December 31, 2021 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Customer relationships $ 2,612,649 $ (1,362,311 ) $ 1,250,338 $ 2,612,649 $ (796,858 ) $ 1,815,791 Non-competition agreements 63,176 (42,116 ) 21,060 63,176 (21,059 ) 42,117 Total $ 2,675,825 $ (1,404,427 ) $ 1,271,398 $ 2,675,825 $ (817,917 ) $ 1,857,908 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable – Related Parties [Abstract] | |
Schedule of notes payable – related parties | December 31, 2022 2021 Subordinated Promissory Note to CEO $ 523,551 $ 523,551 Convertible Promissory Note to CEO 1,107,069 410,000 Secured Promissory Note to Coventry Asset Management, LTD. 1,000,000 1,000,000 Subordinated Promissory Note to Investor 200,000 250,000 Promissory Note to Investment Hunter, LLC 492,000 - Total notes payable – related parties $ 3,322,620 $ 2,183,551 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of reconciliation of the expected statutory federal tax | Year Ended December 31, 2022 2021 Federal statutory rate $ (1,462,067 ) $ (2,056,480 ) State income taxes, net (141,438 ) (198,940 ) Change in valuation allowance 1,630,110 3,655,210 Change in state tax rates - (178,644 ) True-up of prior year deferred items - (929,450 ) Other, net (26,605 ) (291,696 ) Total income tax expense $ - $ - |
Schedule of deferred tax assets and liabilities | December 31, 2022 2021 Assets: Net operating loss carryforwards $ 5,471,098 $ 4,960,487 Stock-based compensation 2,142,362 1,046,464 Property and equipment (24,310 ) 33,803 Intangible assets 216,726 135,012 Subtotal 7,805,876 6,175,766 Valuation allowance (7,805,876 ) (6,175,766 ) Net deferred tax asset $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrants outstanding | # of Price Expiration Date Method of Exercise Issued in December 2020 with subordinated note to investor (1) 500,000 $ 0.352 December 30, 2023 Cash Issued in Q1 2021 with common stock units (1) 1,600,000 $ 0.500 January-February, 2023 Cash Issued in Q4 2021 with common stock units (1) 958,333 $ 0.600 October-December, 2023 Cash Total warrants outstanding at December 31, 2022 3,058,333 (1) May be redeemed for $0.0001 per warrant at the Company’s option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. |
Schedule of outstanding stock warrants activity | # of Weighted Warrants as of January 1, 2021 22,988,632 $ 0.353 Issued 2,558,333 $ 0.537 Cancelled (7,244,316 ) $ 0.352 Exercised (9,494,316 ) $ 0.352 Warrants as of December 31, 2021 8,808,333 $ 0.407 Canceled (5,750,000 ) $ 0.354 Warrants as of December 31, 2022 3,058,333 $ 0.507 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of summarizes options outstanding | Shares Weighted Weighted Price Aggregate Outstanding at January 1, 2021 - $ - $ - - Granted 13,850,000 $ 0.76 $ 0.76 - Outstanding at December 31, 2021 13,850,000 $ 0.76 $ 0.76 - Granted 1,915,000 $ 0.30 $ 0.31 - Outstanding at December 31, 2022 15,765,000 $ 0.70 $ 0.71 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations to assets and liabilities held for sale | December 31, 2022 2021 Assets: Oil and natural gas properties held for sale, at cost $ 1,874,849 $ 1,874,849 Accumulated DD&A (1,874,849 ) (1,874,849 ) Total assets of discontinued operations held for sale $ - $ - Liabilities: Accrued liabilities $ 61,701 $ 48,997 Asset retirement obligations 52,368 52,368 Revenue payable 52,117 52,117 Current liabilities of discontinued operations held for sale 166,186 153,482 Asset retirement obligations - Long-term liabilities of discontinued operations held for sale 207,197 162,948 Total liabilities of discontinued operations held for sale $ 373,383 $ 316,430 |
Schedule of discontinued operations shown in the consolidated statements of operations | For the year ended 2022 2021 Revenue - Oil and gas sales $ 147,828 $ 116,710 Costs and Expenses: Lease operating expense 163,352 134,590 Accretion of asset retirement obligations 44,249 14,333 Total costs and expenses 207,601 148,923 Loss from discontinued operations $ (59,773 ) $ (32,213 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | For the year ended 2022 2021 Cash paid for interest $ 68,321 $ 138,736 Cash paid for taxes - - Noncash investing and financing activities: Acquisition of certain assets of Halcyon Thruput, LLC - issuance of common shares - 2,500,000 - issuance of subordinated note - 850,000 - assumption of Halcyon bank note - 995,614 Series B preferred stock dividend payable 80,002 58,312 Issuance of common stock units previously subscribed - 50,000 Issuances of common shares for exchange or conversion of debt - 2,160,269 Conversion of Series A preferred stock into common stock - 4,975,503 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per basic and diluted share | For the year ended 2022 2021 Amounts attributable to Generation Hemp: Numerator Loss from continuing operations attributable to common stockholders $ (6,975,740 ) $ (9,792,532 ) Income (loss) from discontinued operations (56,031 ) (30,196 ) Less: preferred stock dividends (80,002 ) (74,812 ) Net loss attributable to common stockholders $ (7,111,773 ) $ (9,897,540 ) Denominator Weighted average shares used to compute basic EPS 113,163,591 57,159,659 Dilutive effect of convertible note 1,164,773 1,164,773 Dilutive effect of preferred stock 2,950,000 55,075,900 Dilutive effect of common stock options 229,762 709,981 Dilutive effect of common stock warrants 1,320,951 11,022,542 Weighted average shares used to compute diluted EPS 118,829,077 125,132,855 Earnings (loss) per share: Loss from continuing operations Basic $ (0.06 ) $ (0.17 ) Diluted $ (0.06 ) $ (0.17 ) Loss from discontinued operations Basic $ - $ - Diluted $ - $ - Earnings (loss) per share Basic $ (0.06 ) $ (0.17 ) Diluted $ (0.06 ) $ (0.17 ) |
Business (Details)
Business (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 11, 2021 $ / ft² | Nov. 27, 2019 | Dec. 31, 2022 USD ($) | |
Business (Details) [Line Items] | |||
Square foot facility (in Dollars per Square Foot) | $ / ft² | 48,000 | ||
Description of business, description | As of December 31, 2022, EHR held an approximate 8% working interest in an oil & gas property located in Cochran County, Texas within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR’s oil & gas activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each of the periods presented. | ||
Cash for its operating activities | $ 633 | ||
Financing obligations terms | 1 year | ||
Current assets | $ 5,900 | ||
Financing obligations | $ 917 | ||
Energy Hunter Resources, Inc. [Member] | |||
Business (Details) [Line Items] | |||
Percentage of common stock | 94% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Noncontrolling interest | 6% | 6% |
Income tax, percentage | 50% | |
Midstream service revenue | 96% | |
Service revenue percentage | 91% |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 3,206,107 | $ 3,206,107 |
Less accumulated depreciation and amortization | (1,044,155) | (625,445) |
Total property and equipment, net | 2,161,952 | 2,580,662 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 96,000 | 96,000 |
Warehouse [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 30 years | |
Subtotal | $ 916,500 | 916,500 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 3 years | |
Subtotal | $ 473,601 | 473,601 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 1,506,447 | 1,506,447 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 7 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 4 years | |
Subtotal | $ 149,440 | 149,440 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 3 years | |
Subtotal | $ 46,825 | 46,825 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 17,294 | $ 17,294 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful Life (years) | 5 years |
Intangible and Other Assets (De
Intangible and Other Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Future amortization expense for intangible assets 2023 | $ 419,000 | ||
Future amortization expense for intangible assets 2024 | 278,000 | ||
Future amortization expense for intangible assets 2025 | 194,000 | ||
Future amortization expense for intangible assets 2026 | 130,000 | ||
Future amortization expense for intangible assets 2027 | 86,000 | ||
Other assets | $ 2,060 | $ 407,000 | |
Option to purchase, description | the Company’s option to purchase the facility located in Hopkinsville, Kentucky leased from Halcyon. Under this agreement, the Company had the option to purchase the facility on or before August 25, 2022, as amended, for a purchase price of $993 thousand. | ||
Impairment expense | $ 407,000 |
Intangible and Other Assets (_2
Intangible and Other Assets (Details) - Schedule of finite-lived intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,675,825 | $ 2,675,825 |
Accumulated Amortization | (1,404,427) | (817,917) |
Net | 1,271,398 | 1,857,908 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,612,649 | 2,612,649 |
Accumulated Amortization | (1,362,311) | (796,858) |
Net | 1,250,338 | 1,815,791 |
Non-competition agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 63,176 | 63,176 |
Accumulated Amortization | (42,116) | (21,059) |
Net | $ 21,060 | $ 42,117 |
Notes Payable _ Related Parti_3
Notes Payable – Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jun. 01, 2023 | Aug. 31, 2023 | Dec. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 01, 2023 | Jul. 31, 2022 | |
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Accrued interest | $ 60 | |||||||
Convertible note matured, description | The convertible note initially matured on January 1, 2022 but was subsequently amended to extend the maturity date to January 1, 2023. | |||||||
Conversion price per share (in Dollars per share) | $ 0.3 | |||||||
Restricted common shares (in Shares) | 50,000 | |||||||
Principal payments | $ 250 | $ 250 | ||||||
Warrant to purchase shares of common stock (in Shares) | 500,000 | |||||||
Exercise price per share (in Dollars per share) | $ 0.352 | |||||||
Warrant term | 1 year | |||||||
Extension date | Dec. 30, 2023 | |||||||
Interest expense | $ 69 | |||||||
Subordinated Promissory Note to CEO [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Subordinated promissory note amount | $ 524 | |||||||
Subordinated promissory note due date | Sep. 30, 2021 | |||||||
Debt Instrument, Maturity Date | Jan. 01, 2023 | |||||||
Bears interest rate | 10% | |||||||
Accrued interest | $ 43 | |||||||
New equity capital | $ 3,000 | |||||||
Convertible Promissory Note to CEO [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Bears interest rate | 10% | |||||||
Advances totaling | $ 410 | |||||||
Additional advances | $ 697 | |||||||
Conversion price per share (in Dollars per share) | $ 0.5 | |||||||
Accrued interest | $ 107 | |||||||
Subsequent Event [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Accrued interest | $ 240 | |||||||
Promissory Note to Investment Hunter, LLC [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Bears interest rate | 10% | |||||||
Advances totaling | $ 492 | |||||||
Due date | Jan. 01, 2023 | |||||||
Secured Promissory Note and Warrants to Coventry Asset Management, LTD. [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Bears interest rate | 14% | |||||||
Principal amount | $ 1,000 | |||||||
Restricted common shares (in Shares) | 20,000 | |||||||
New equity capital | $ 5,000 | |||||||
Accrued interest | $ 200 | |||||||
Secured Promissory Note and Warrants to Coventry Asset Management, LTD. [Member] | Promissory Note [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Maturity date | Dec. 31, 2023 | |||||||
Subordinated Promissory Note and Warrants to Investor [Member] | ||||||||
Notes Payable – Related Parties (Details) [Line Items] | ||||||||
Convertible note matured, description | subordinated note principal together with accrued and unpaid interest was due, as previously amended, on March 31, 2022 but was extended to June 30, 2022. | |||||||
Principal amount | $ 500 | |||||||
Principal payments | $ 300 | |||||||
Interest rate, percentage | 10% |
Notes Payable _ Related Parti_4
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties [Line Items] | ||
Total notes payable – related parties | $ 3,322,620 | $ 2,183,551 |
Subordinated Promissory Note to CEO [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties [Line Items] | ||
Total | 523,551 | 523,551 |
Convertible Promissory Note to CEO [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties [Line Items] | ||
Total | 1,107,069 | 410,000 |
Secured Promissory Note to Coventry Asset Management, LTD. [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties [Line Items] | ||
Total | 1,000,000 | 1,000,000 |
Subordinated Promissory Note to Investor [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties [Line Items] | ||
Total | 200,000 | 250,000 |
Promissory Note to Investment Hunter, LLC [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of notes payable – related parties [Line Items] | ||
Total | $ 492,000 |
Other Indebtedness (Details)
Other Indebtedness (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Apr. 29, 2020 | |
Other Indebtedness [Abstract] | ||
Mortgage payable, description | The note has been amended a number of times to a maturity date of October 1, 2023. In the latest extension, the Company made a principal payment of $25 thousand plus accrued interest in January 2023 and agreed to make seven additional monthly principal payments of $25 thousand plus accrued interest each beginning on March 1, 2023. | |
Accrued interest | $ 50,000 | |
Interest rate | 12% | |
Interest expenses | $ 5,000,000 | |
Lease and rental expense | 7,500 | |
Minimum future rents | $ 52,000 | |
Loan amount | $ 25,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) [Line Items] | ||
Lease payment | $ 2 | |
Lease expense | $ 24 | $ 22 |
Borrowing rate percentage | 10% | |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Monthly rent | $ 1 | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Monthly rent | 4 | |
Oz Capital, LLC [Member] | ||
Leases (Details) [Line Items] | ||
Lease payment | 10 | |
Lease expense | $ 123 | $ 119 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 23, 2020 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Purchase price of equipment | $ 16,000 | |
Insurance claim for replacement | $ 1,500,000 | |
Description of suit against UNIC | Halcyon’s suit against UNIC, which was removed to federal court, seeks over $1 million plus statutory interest on that sum from August 10, 2020 for violating the Texas Insurance Code’s requirement that claims be promptly paid, additional statutory penalties, and attorneys’ fees. Certain documents have been executed between the Company, Halcyon and legal counsel, which provide for a sharing of costs and expenses and awards, if any, against UNIC. | |
Partial settlement claim | $ 357,000 | |
Amount of summary judgment | $ 231,000 | 50,000 |
Litigation settlement interest percentage | 5% | |
Amount accrued for judgment | 253,000 | |
Halcyon Thruput LLC’s [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Substantial coverages | 1,200,000 | |
Grand Traverse Holdings, LLC [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Amount received from defendant | $ 122,000 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Income Taxes [Abstract] | |
Federal net operating loss not expiration | $ 23.8 |
Federal net operating loss expiration | $ 6.5 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of the expected statutory federal tax - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Expected Statutory Federal Tax [Abstract] | ||
Federal statutory rate | $ (1,462,067) | $ (2,056,480) |
State income taxes, net | (141,438) | (198,940) |
Change in valuation allowance | 1,630,110 | 3,655,210 |
Change in state tax rates | (178,644) | |
True-up of prior year deferred items | (929,450) | |
Other, net | (26,605) | (291,696) |
Total income tax expense |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Net operating loss carryforwards | $ 5,471,098 | $ 4,960,487 |
Stock-based compensation | 2,142,362 | 1,046,464 |
Property and equipment | (24,310) | 33,803 |
Intangible assets | 216,726 | 135,012 |
Subtotal | 7,805,876 | 6,175,766 |
Valuation allowance | (7,805,876) | (6,175,766) |
Net deferred tax asset |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 08, 2021 | Apr. 30, 2021 | |
Equity (Details) [Line Items] | |||||
Converted into shares of common stock | 25,000 | ||||
Sale of preferred stock units (in Dollars) | $ 10 | ||||
Aggregate gross proceeds (in Dollars) | $ 1,350 | ||||
Price per share (in Dollars per share) | $ 1 | ||||
Redemption payments percentage | 12.50% | ||||
Redemption payments total (in Dollars) | $ 137 | ||||
Common stock, shares outstanding | 113,204,002 | 113,094,002 | |||
Weighted average market price of common stock exceed (in Dollars per share) | $ 1 | ||||
Shares of Common stock | 25,000 | ||||
Common Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Equity, description | ●Acquisition of Certain Assets of Halcyon – In January 2021, the Company issued 6,250,000 shares of common stock valued at $2.5 million ($0.40 per share; restricted from trading for a period of up to one year) in the acquisition. ●2021 First Quarter Issuances of Common Stock Units – In the first quarter of 2021, the Company issued 800,000 common stock units for total proceeds of $400,000. Each common stock unit consisted of one share of common stock and a warrant for the purchase of two shares of common stock for $0.50 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The fair value of the warrants was determined using an options valuation model with key assumptions including a risk-free interest rate of 0.11% and historical volatility of 272%. A total of $263 thousand was allocated to the warrants and reported in additional paid-in capital. ●Warrant Exercises – In the first quarter of 2021, the Company received approximately $3 million for the exercise of 8,428,976 outstanding warrants. In the fourth quarter of 2021, the Company received $375 thousand for the exercise of 1,065,340 outstanding warrants. ●Issuances for Exchange or Conversion of Debt – The Company issued a total of 1,618,660 common shares for the exchange or conversion of outstanding indebtedness totaling $2.2 million in the first quarter of 2021. ●Issuance to Vendor for Services – In the third quarter of 2021, the Company issued 125,000 common shares valued at $117.5 thousand to a vendor for services performed. ●Issuance for Extension of Secured Note – The Company issued 20,000 common shares valued at $18 thousand as consideration to extend the maturity of a senior note in the third quarter of 2021. ●Issuance for Conversion of Series A Preferred Stock – As noted above, in the third quarter of 2021, the Company issued 75,947,376 common shares for the conversion of all outstanding shares of its Series A Preferred Stock. ●2021 Fourth Quarter Issuances of Common Stock Units – In the fourth quarter of 2021, the Company issued 958,333 common stock units to accredited investors for total proceeds of $575 thousand. Each common stock unit consists of one share of common stock and a warrant for the purchase of one share of common stock for $0.60 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The fair value of the warrants was determined using an options valuation model with key assumptions including risk-free interest rates ranging from 0.48% to 0.70% and historical volatility ranging from 237% to 258%. A total of $277 thousand was allocated to the warrants and reported in additional paid-in capital.. ●Issuance for Extensions of Secured Note – The Company issued 110,000 common shares valued at $52.6 thousand as consideration for extensions of the maturity of a senior note in 2022. Refer to Note 5. | ||||
Aggregate gross proceeds (in Dollars) | $ 5,000 | ||||
Price per share (in Dollars per share) | $ 1 | ||||
Warrant [Member] | |||||
Equity (Details) [Line Items] | |||||
Warrant per share (in Dollars per share) | $ 0.0001 | ||||
Series A Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Shares of preferred stock | 6,328,948 | ||||
Converted into shares of common stock | 75,947,376 | ||||
Converting into shares of restricted common stock | 12 | ||||
Series B Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Converted into shares of common stock | 25,000 | ||||
Equity, description | On December 30, 2020, the Company sold to certain accredited investors, including Gary C. Evans, our Chief Executive Officer, an aggregate of 135 preferred stock units comprised of (i) one share of Series B Redeemable Convertible Preferred Stock, no par value, and (ii) one warrant exercisable for 50 thousand shares of common stock of the Company until December 30, 2022 at an exercise price of $0.352 per share. | ||||
Dividends percentage | 6% | ||||
Stated value per share (in Dollars) | $ 10 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of warrants outstanding | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | ||
Equity (Details) - Schedule of warrants outstanding [Line Items] | ||
Number of Warrants | 3,058,333 | |
Issued in December 2020 [Member] | Subordinated note to investor [Member] | ||
Equity (Details) - Schedule of warrants outstanding [Line Items] | ||
Number of Warrants | 500,000 | [1] |
Price (each) | $ / shares | $ 0.352 | [1] |
Expiration Date | December 30, 2023 | [1] |
Method of Exercise | Cash | [1] |
Issued in Q1 2021 [Member] | Common stock units [Member] | ||
Equity (Details) - Schedule of warrants outstanding [Line Items] | ||
Number of Warrants | 1,600,000 | [1] |
Price (each) | $ / shares | $ 0.5 | [1] |
Expiration Date | January-February, 2023 | [1] |
Method of Exercise | Cash | [1] |
Issued in Q4 2021 [Member] | Common stock units [Member] | ||
Equity (Details) - Schedule of warrants outstanding [Line Items] | ||
Number of Warrants | 958,333 | [1] |
Price (each) | $ / shares | $ 0.6 | [1] |
Expiration Date | October-December, 2023 | [1] |
Method of Exercise | Cash | [1] |
[1] May be redeemed for $0.0001 per warrant at the Company’s option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of outstanding stock warrants activity - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Outstanding Stock Warrants Activity Abstract | ||
Number of Warrants, Warrants beginning | 8,808,333 | 22,988,632 |
Weighted Average Exercise Price, Warrants beginning | $ 0.407 | $ 0.353 |
Number of Warrants, Warrants ending | 3,058,333 | 8,808,333 |
Weighted Average Exercise Price, Warrants ending | $ 0.507 | $ 0.407 |
Number of Warrants, Warrants Issued | 2,558,333 | |
Weighted Average Exercise Price, Issued | $ 0.537 | |
Number of Warrants, Warrants Cancelled | (5,750,000) | (7,244,316) |
Weighted Average Exercise Price, Cancelled | $ 0.354 | $ 0.352 |
Number of Warrants, Warrants Exercised | (9,494,316) | |
Weighted Average Exercise Price, Exercised | $ 0.352 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) [Line Items] | ||||||
Diluted common shares outstanding percentage | 20% | |||||
Compensation expense related to awards | $ 155 | |||||
Common stock incentive compensation | 1,915,000 | 13,850,000 | ||||
Weighted average contractual life | 10 years | 9 years | ||||
Exercise price per share | 0.76 | 0.76 | ||||
Grant value | $ 10,500,000 | $ 576,000 | $ 1,400,000 | |||
Awarded options vest over year | 3 years | |||||
Compensation expense | 4,700,000 | |||||
Total unrecognized compensation cost | $ 2,000,000 | |||||
Minimum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Weighted average contractual life | 8 years | |||||
Exercise price per share | 0.3 | 0.3 | ||||
Risk free interest rate | 2.87% | 1.18% | ||||
Volatility ranging | 251% | 331% | ||||
Stock options range | 4 years | 5 years | ||||
Maximum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Weighted average contractual life | 10 years | |||||
Exercise price per share | 0.33 | 0.33 | ||||
Risk free interest rate | 3.03% | |||||
Risk free interest rate | 1.28% | |||||
Volatility ranging | 408% | 643% | ||||
Stock options range | 7 years | 6 years | ||||
2021 Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
common stock for issuance | 15,000,000 | |||||
Number of shares | 15,000,000 | |||||
Restricted Stock [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Restricted shares, issued | 500,000 | |||||
Restricted shares, value | $ 155,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of summarizes options outstanding - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Summarizes Options Outstanding Abstract | ||
Shares Beginning (in Shares) | 13,850,000 | |
Weighted Average Grant Date Fair Value Beginning | $ 0.76 | |
Weighted Average Exercise Price Beginning | $ 0.76 | |
Aggregate Intrinsic Value Beginning (in Dollars) | ||
Shares Ending (in Shares) | 15,765,000 | 13,850,000 |
Weighted Average Grant Date Fair Value Ending | $ 0.7 | $ 0.76 |
Weighted Average Exercise Price Ending | $ 0.71 | $ 0.76 |
Aggregate Intrinsic Value Ending (in Dollars) | ||
Shares Granted (in Shares) | 1,915,000 | 13,850,000 |
Weighted Average Grant Date Fair Value Granted | $ 0.3 | $ 0.76 |
Weighted Average Exercise Price Granted | $ 0.31 | $ 0.76 |
Aggregate Intrinsic Value Granted (in Dollars) |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of discontinued operations to assets and liabilities held for sale - Discontinued Operations [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Oil and natural gas properties held for sale, at cost | $ 1,874,849 | $ 1,874,849 |
Accumulated DD&A | (1,874,849) | (1,874,849) |
Total assets of discontinued operations held for sale | ||
Liabilities: | ||
Accrued liabilities | 61,701 | 48,997 |
Asset retirement obligations | 52,368 | 52,368 |
Revenue payable | 52,117 | 52,117 |
Current liabilities of discontinued operations held for sale | 166,186 | 153,482 |
Long-term liabilities of discontinued operations held for sale | 207,197 | 162,948 |
Total liabilities of discontinued operations held for sale | $ 373,383 | $ 316,430 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of discontinued operations shown in the consolidated statements of operations - Discontinued Operations [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue - | ||
Oil and gas sales | $ 147,828 | $ 116,710 |
Costs and Expenses: | ||
Lease operating expense | 163,352 | 134,590 |
Accretion of asset retirement obligations | 44,249 | 14,333 |
Total costs and expenses | 207,601 | 148,923 |
Loss from discontinued operations | $ (59,773) | $ (32,213) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of supplemental cash flow information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 68,321 | $ 138,736 |
Cash paid for taxes | ||
Acquisition of certain assets of Halcyon Thruput, LLC | ||
issuance of common shares | 2,500,000 | |
issuance of subordinated note | 850,000 | |
assumption of Halcyon bank note | 995,614 | |
Series B preferred stock dividend payable | 80,002 | 58,312 |
Issuance of common stock units previously subscribed | 50,000 | |
Issuances of common shares for exchange or conversion of debt | 2,160,269 | |
Conversion of Series A preferred stock into common stock | $ 4,975,503 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - Schedule of earnings (loss) per basic and diluted share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||
Loss from continuing operations attributable to common stockholders | $ (6,975,740) | $ (9,792,532) |
Income (loss) from discontinued operations | (56,031) | (30,196) |
Less: preferred stock dividends | (80,002) | (74,812) |
Net loss attributable to common stockholders | $ (7,111,773) | $ (9,897,540) |
Denominator | ||
Weighted average shares used to compute basic EPS | 113,163,591 | 57,159,659 |
Dilutive effect of convertible note | 1,164,773 | 1,164,773 |
Dilutive effect of preferred stock | 2,950,000 | 55,075,900 |
Dilutive effect of common stock options | 229,762 | 709,981 |
Dilutive effect of common stock warrants | 1,320,951 | 11,022,542 |
Weighted average shares used to compute diluted EPS | 118,829,077 | 125,132,855 |
Loss from continuing operations | ||
Basic | $ (0.06) | $ (0.17) |
Diluted | (0.06) | (0.17) |
Loss from discontinued operations | ||
Basic | ||
Diluted | ||
Earnings (loss) per share | ||
Basic | (0.06) | (0.17) |
Diluted | $ (0.06) | $ (0.17) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 01, 2023 | Jan. 10, 2023 | Jan. 09, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 15, 2023 | Apr. 15, 2023 | Jan. 15, 2023 | Jul. 31, 2022 | |
Subsequent Events [Abstract] | ||||||||||
Operating & maintenance agreement description | The Toro Dam is located approximately 25 miles from San Jose between two volcano craters. The site generates all its energy from green resources with a proven 98% run time over the years and has a full-time staff in place under a new Operating & Maintenance Agreement. | |||||||||
Lease payment | $ 2,000 | |||||||||
Shares value | 25 | |||||||||
Advances total | $ 300,000 | |||||||||
Conversion price, per share (in Dollars per share) | $ 0.3 | |||||||||
Toro Energía Sociedad Anonima [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Ownership percentage | 80% | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Purchase of common stock (in Shares) | 100,000 | |||||||||
exercise price (in Dollars per share) | $ 0.3 | |||||||||
Seller-financed debt | $ 985,000 | |||||||||
Seller financed debt term | 10 years | |||||||||
Interest rate per annum | 9.50% | 10% | ||||||||
Accrued and unpaid interest | $ 969,000 | $ 500,000 | ||||||||
Conversion price | 0.275% | |||||||||
Repayment accrued interest | $ 240,000 | |||||||||
Lease payment | $ 20,500 | |||||||||
Common stock, shares | $ 100,000 | |||||||||
Common stock exceeds, per share (in Dollars per share) | $ 0.75 | |||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Common stock exceeds, per share (in Dollars per share) | 0.875 | |||||||||
Exercise price, per share (in Dollars per share) | $ 0.5 | |||||||||
Warrant expire | 3 years | |||||||||
Subsequent Event [Member] | Toro Energía Sociedad Anonima [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Ownership percentage | 80% | |||||||||
Subsequent Event [Member] | Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Redeemable Convertible Preferred Stock (in Dollars per share) | $ 8.5 | |||||||||
Warrants shares (in Shares) | 5,000 | |||||||||
Cumulative dividends, percentage | 8.50% | |||||||||
Subsequent Event [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Private Placement [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Total proceeds | $ 300,000 | |||||||||
Forecast [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
borrowing | $ 300 | |||||||||
Interest accrued, rate | 12% | |||||||||
Conversion price, per share (in Dollars per share) | $ 0.3 | |||||||||
Qwnership, percentage | 100% | |||||||||
Toro Energía Sociedad Anonima [Member] | ||||||||||
Subsequent Events [Abstract] | ||||||||||
Equity total Amount | $ 1,400,000 |