Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 23, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Trading Symbol | VYEY | ||
Entity Registrant Name | VICTORY ENERGY CORP | ||
Entity Central Index Key | 700,764 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding March XX | 6,146,446 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,582,384 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 24,383 | $ 56,456 |
Accounts Receivable | 0 | 44,379 |
Prepaid expenses | 113,967 | 9,951 |
Total current assets | 138,350 | 110,786 |
Fixed Assets | ||
Furniture and equipment | 43,622 | 46,883 |
Accumulated depreciation | (43,133) | (30,893) |
Total furniture and equipment, net | 489 | 15,990 |
Oil & gas properties, net of impairment | 0 | 2,787,986 |
Accumulated depletion and accretion | 0 | (2,166,643) |
Total oil & gas properties, net | 0 | 621,343 |
Intangible assets | 17,630,000 | 0 |
Management fee receivable - affiliate | 0 | 137,556 |
Total Assets | 17,768,839 | 885,675 |
Current Liabilities | ||
Accounts payable | 590,870 | 420,559 |
Accrued liabilities | 374,281 | 746,491 |
Accrued liabilities - related parties | 0 | 1,489,973 |
Liability for unauthorized preferred stock issued | 9,283 | 9,283 |
Note payable (net of unamortized deferred financing costs) | 0 | 564,263 |
Note payable (net of debt discount) - affiliate | 896,500 | 0 |
Asset retirement obligation | 0 | 76,850 |
Total current liabilities | 1,870,934 | 3,307,419 |
Other Liabilities | ||
Asset retirement obligation | 0 | 7,141 |
Total long term liabilities | 0 | 7,141 |
Total Liabilities | 1,870,934 | 3,314,560 |
Stockholders Equity (Deficit) | ||
Common stock, $0.001 par value, 300,000,000 shares authorized, 5,206,174 shares and 823,278 shares issued and outstanding at December 31, 2017 and 2016, respectively | 5,206 | 823 |
Receivable for stock subscription | (4,800,000) | 0 |
Additional paid-in capital | 87,552,737 | 35,825,876 |
Accumulated deficit | (66,861,036) | (46,140,750) |
Total Victory Energy Corporation stockholders equity (deficit) | 15,897,905 | (10,314,051) |
Noncontrolling interest | 0 | 7,885,166 |
Total stockholders equity (deficit) | 15,897,905 | (2,428,885) |
Total Liabilities and Stockholders Equity (Deficit) | 17,768,839 | 885,675 |
Preferred Series B stock, $0.001 par value, 800,000 shares authorized, 800,000 shares and 0 shares issued and outstanding for December 31, 2017 and 2016, respectively | ||
Stockholders Equity (Deficit) | ||
Preferred stock | 800 | 0 |
Preferred Series C stock, $0.001 par value, 810,000 shares authorized, 180,000 and 0 shares issued and outstanding for December 31, 2017 and 2016, respectively | ||
Stockholders Equity (Deficit) | ||
Preferred stock | 180 | 0 |
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 20,000 shares and 0 shares issued and 18,333 and 0 shares outstanding for December 31, 2017 and 2016, respectively | ||
Stockholders Equity (Deficit) | ||
Preferred stock | $ 18 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Aug. 21, 2017 | Dec. 31, 2016 | Dec. 31, 2006 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common stock, shares issued | 5,206,174 | 823,278 | ||
Common stock, shares outstanding | 5,206,174 | 823,278 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 998,333 | 715,517 | ||
Preferred stock, shares outstanding | 998,333 | |||
Series B Preferred Stock | ||||
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 800,000 | 800,000 | 800,000 | |
Preferred stock, shares issued | 800,000 | 0 | ||
Preferred stock, shares outstanding | 800,000 | 0 | ||
Series C Preferred Stock | ||||
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 810,000 | 810,000 | 810,000 | |
Preferred stock, shares issued | 180,000 | 0 | ||
Preferred stock, shares outstanding | 180,000 | 0 | ||
Series D Preferred Stock | ||||
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 20,000 | 20,000 | ||
Preferred stock, shares issued | 20,000 | 0 | ||
Preferred stock, shares outstanding | 18,333 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses | ||
General and administrative | $ 2,174,965 | $ 1,767,226 |
Depreciation and amortization | 15,502 | 6,463 |
Total operating expenses | 2,190,467 | 1,773,689 |
Loss from operations | (2,190,467) | (1,773,689) |
Other Income (Expense) | ||
Interest expense | (338,236) | (134,116) |
Total other income (expense) | (338,236) | (134,116) |
Loss before tax benefit | (2,528,703) | (1,907,805) |
Tax benefit | 0 | 0 |
Loss from continuing operations | (2,528,703) | (1,907,805) |
Income (loss) from discontinued operations | (18,191,583) | 1,206 |
Loss applicable to common stockholders | $ (20,720,286) | $ (1,906,599) |
Basic: | ||
Loss per share from Continuing Operations (in dollars per share) | $ (2.43) | $ (2.32) |
Loss per share from discontinued operations (in dollars per share) | (17.5) | 0 |
Loss per share, basic (in dollars per share) | (19.93) | (2.32) |
Diluted: | ||
Loss per share from Continuing Operations (in dollars per share) | (2.21) | (2.31) |
Loss per share from discontinued operations (in dollars per share) | (15.93) | 0 |
Loss per share, diluted (in dollars per share) | $ (18.14) | $ (2.31) |
Weighted average shares, basic (in shares) | 1,039,420 | 823,878 |
Weighted average shares, diluted (in shares) | 1,142,105 | 824,515 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (20,720,286) | $ (1,906,599) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Loss on disposal of discontinued operations, net of tax | 18,205,884 | 0 |
Accretion and revisions of asset retirement obligations | 9,613 | 2,670 |
Amortization of debt discount | 210,000 | 40,823 |
Amortization of deferred financing costs | 6,237 | 0 |
Gain on settlement of asset retirement obligation | 0 | (27,850) |
Gain on settlement and sale of oil and gas properties | 0 | (125,774) |
Depletion, accretion, depreciation, and amortization | 91,321 | 132,339 |
Stock based compensation | 312,351 | 86,733 |
Change in operating assets and liabilities | ||
Accounts receivable | (2,304) | (6,689) |
Accounts receivable - affiliate | 126,243 | (5,972) |
Prepaid expense | (104,016) | (1,217) |
Accounts payable | 215,924 | (1,112,210) |
Accrued liabilities - related parties | (58,435) | 684,794 |
Accrued liabilities | (312,172) | 211,872 |
Accrued interest note payable - affiliate | 81,500 | 0 |
Net cash used in operating activities | (1,938,140) | (2,027,080) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Lease purchases, drilling capital expenditures | 0 | (18,442) |
Proceeds from sale of assets | 0 | 97,094 |
Revisions of furniture and equipment | 3,261 | 0 |
Net cash provided by investing activities | 3,261 | 78,652 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Non-controlling interest contributions | 1,170,000 | 2,112,000 |
Receivable for stock subscription | 200,000 | 0 |
Debt financing proceeds - affiliate | 1,135,000 | 0 |
Principal payments of debt financing | (570,500) | (109,500) |
Redemption of preferred stock | (31,694) | 0 |
Net cash provided by financing activities | 1,902,806 | 2,002,500 |
Net Change in Cash and Cash Equivalents | (32,073) | 54,072 |
Beginning Cash and Cash Equivalents | 56,456 | 2,384 |
Ending Cash and Cash Equivalents | 24,383 | 56,456 |
Supplemental cash flow information - cash paid for: | ||
Interest | 20,469 | 46,056 |
Non-cash investing and financing activities: | ||
Accrued interest and amortization of debt discount | 317,767 | 88,060 |
Accrued capital expenditures | 0 | 230,661 |
Revisions to depreciation | 6,086 | 0 |
Receivable for stock subscription | 4,800,000 | 0 |
Intangible Assets | $ 17,330,000 | $ 0 |
STATEMENTS OF STOCKHOLDER'S EQU
STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($) | Total | Common Stock | Receivable for Stock Subscription | Additional Paid In Capital | Accumulated Deficit | Noncontrolling Interest | Series B Preferred StockPreferred Stock | Series C Preferred StockPreferred Stock | Series D Preferred StockPreferred Stock |
Beginning balance (in shares) at Dec. 31, 2015 | 823,278 | 0 | 0 | 0 | |||||
Beginning balance at Dec. 31, 2015 | $ (2,721,019) | $ 823 | $ 0 | $ 35,739,143 | $ (44,289,126) | $ 5,828,141 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Contributions from noncontrolling interest owners | 2,112,000 | 2,112,000 | |||||||
Stock based compensation | 86,733 | 86,733 | |||||||
Net loss | (1,906,599) | (1,906,599) | (54,975) | ||||||
Ending balance (in shares) at Dec. 31, 2016 | 823,278 | 0 | 0 | 0 | |||||
Ending balance at Dec. 31, 2016 | (2,428,885) | $ 823 | 0 | 35,825,876 | (46,140,750) | 7,885,166 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Contributions from noncontrolling interest owners | 1,170,000 | 1,170,000 | |||||||
Stock based compensation | 312,351 | 312,351 | |||||||
Net loss | (20,720,286) | (20,720,286) | |||||||
Change in non-controlling interest | (9,055,166) | 0 | (9,055,166) | ||||||
Discount on note payable | 210,000 | 210,000 | |||||||
Receivable for stock subscription | (4,800,000) | (4,800,000) | |||||||
Preferred shares issued, net of redemptions (shares) | 800,000 | 180,000 | 18,333 | ||||||
Preferred shares issued, net of redemptions | 99,908,098 | 99,907,100 | $ 800 | $ 180 | $ 18 | ||||
Discount on preferred stock | (75,500,259) | (75,500,259) | |||||||
Issuance of common stock (shares) | 4,382,896 | ||||||||
Issuance of common stock | 26,802,052 | $ 4,383 | 26,797,669 | ||||||
Ending balance (in shares) at Dec. 31, 2017 | 5,206,174 | 800,000 | 180,000 | 18,333 | |||||
Ending balance at Dec. 31, 2017 | $ 15,897,905 | $ 5,206 | $ (4,800,000) | $ 87,552,737 | $ (66,861,036) | $ 0 | $ 800 | $ 180 | $ 18 |
STATEMENTS OF STOCKHOLDER'S EQ7
STATEMENTS OF STOCKHOLDER'S EQUITY (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Series B stock, $0.001 par value, 800,000 shares authorized, 800,000 shares and 0 shares issued and outstanding for December 31, 2017 and 2016, respectively | ||
Common stock, par value (in dollars per share) | 0.001 | |
Preferred Series C stock, $0.001 par value, 810,000 shares authorized, 180,000 and 0 shares issued and outstanding for December 31, 2017 and 2016, respectively | ||
Common stock, par value (in dollars per share) | 0.001 | |
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 20,000 shares and 0 shares issued and 18,333 and 0 shares outstanding for December 31, 2017 and 2016, respectively | ||
Common stock, par value (in dollars per share) | $ 0.001 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies: Victory Energy Corporation ("Victory" or "the Company") is an Austin, Texas based publicly held company that is in the process of transitioning from an upstream oil and gas exploration and production company, into a technology driven oilfield services company offering patented oil and gas technology drilling products designed to improve oil and gas well drilling outcomes. Prior to entering into the Transaction Agreement and Divestiture Agreement described below, the Company had been focused on the acquisition and development of unconventional resource play opportunities in the Permian Basin, the Eagle Ford shale of south Texas and other strategically important areas that offer predictable economic outcomes and long-lived reserve characteristics. The Company's asset portfolio included both vertical and horizontal wells in prominent formations such as the Eagle Ford, Austin Chalk, Woodbine, Spraberry, Wolfcamp, Wolfberry, Mississippian, Cline, Fusselman and Ellenberger. As of August 21, 2017, the Company held a working interest in 30 completed wells located in Texas and New Mexico, predominantly in the Permian Basin of west Texas and the Eagle Ford area of south Texas. Prior to the divestiture of Aurora Energy Partners, a two-member Texas partnership (“Aurora”), described below, all of the Company's oil and natural gas operations were conducted through, and the Company held all of our oil and natural gas assets through, the Company's 50% partnership interest in Aurora. Aurora was a consolidated subsidiary for financial statement purposes. Through the Company's partnership interest in Aurora, the Company was the beneficial owner of fifty percent ( 50% ) of the oil and gas properties, wells and reserves held of record by Aurora. Following the Transaction Agreement and the divestiture of the Company's interests in Aurora, the Company is focused exclusively on technology-driven, friction reducing oilfield products and services. Specifically, delivering metal coating products and services that provide protection and friction reduction for nearly every metal component of a drilling operation. The Company was organized under the laws of the State of Nevada on January 7, 1982. The Company is authorized to issue 300,000,000 shares of $0.001 par value common stock. On December 19, 2017 the Company completed a 1-for-38 reverse stock split of the outstanding common stock. All information in this Annual Report on Form 10-K reflects the effect of the reverse stock split. The Company has 5,206,174 shares of common stock outstanding as of December 31, 2017. Our corporate headquarters are located at 3355 Bee Caves Rd. Ste. 608, Austin, Texas. A summary of significant accounting policies followed in the preparation of the accompanying financial statements is set forth below. Basis of Presentation and Consolidation: For the year ended December 31, 2016 the financial statements were previously presented on a consolidated basis. Following the Divestiture of Aurora discussed above, which was completed on December 13, 2017, the Company does not have any subsidiaries. All of the operations are conducted by the Company. Use of Estimates: The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation, depletion, and amortization (“DD&A”) expense, property costs, estimated future net cash flows from proved reserves, assumptions related to abandonments and impairments of oil and natural gas properties, taxes, accruals of capitalized costs, operating costs and production revenue, general and administrative costs and interest, purchase price allocation on properties acquired, various common stock, warrants and option transactions, and loss contingencies. Cash and Cash Equivalents: The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2017 and December 31, 2016. Other Property and Equipment: Our office equipment in Austin, Texas is being depreciated on the straight-line method over the estimated useful life of three to seven years. Intangible Assets: Our intangible assets are comprised of contract-based and marketing-related intangible assets. Our contract-based intangible assets include a sublicense agreement and a trademark license. The contract-based intangible assets have useful lives of 11.1 years to 15 years . As of December 31, 2017 the Company has not begun to use the economic benefits of the sublicense agreement and the trademark license and, accordingly, they were not amortized. The Company will begin to amortize the contract-based intangible assets using the straight-line amortization method over their respective remaining useful lives once it has begun to use their economic benefits. Our marketing related intangible assets include three non-compete agreements all of which have useful lives of 15 years . As of December 31, 2017 the Company has not begun to use the economic benefits of the non-compete agreements and, accordingly, they were not amortized. The Company will begin to amortize the marketing-related intangible assets using the straight-line amortization method over their respective remaining useful lives once it has begun to use their economic benefits. The remaining useful lives of intangible assets will be evaluated each reporting period. Intangible assets will be tested for impairment at least annually and upon a triggering event. The following table shows intangible assets and related accumulated amortization as of December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Sublicense agreement $ 11,330,000 $ — Trademark license 6,030,000 — Non-compete agreements 270,000 — Accumulated amortization — — Intangible assets, net $ 17,630,000 $ — Fair Value: At December 31, 2017 and 2016, the carrying value of our financial instruments such as prepaid expenses and payables approximated their fair values based on the short-term maturities of these instruments. The carrying value of other liabilities approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Management believes that due to our current credit worthiness, the fair value of debt could be less than the book value. Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures , established a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820 hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Unamortized Discount: Unamortized discount consists of value attributed to free standing equity instruments issued to the holders of affiliate note payable (see Note 12) and are amortized over the life of the related loans using a method consistent with the interest method. Amortization of debt discount totaled $210,000 for the twelve months ended December 31, 2017 and is included in interest expense in the statements of operations. The following table shows the discount and related accumulated amortization as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Original issuance discount $ 210,000 $ — Accumulated amortization (210,000 ) — Unamortized discount, net $ — $ — Stock-Based Compensation: The Company applies FASB ASC 718, Compensation-Stock Compensation , to account for the issuance of options and warrants to employees, key partners, directors, officers and Navitus Energy Group ("Navitus") investors. The standard requires all share-based payments, including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of options and warrants granted to employees, directors and officers is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of our stock price. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected term of the common stock option or warrant, the dividend yield and the risk-free interest rate. The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third-parties. Restricted stock, options or warrants issued to third parties are recorded on the basis of their fair value, which is measured as of the date issued. The options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period and is included in general and administrative expenses in the accompanying statements of operations. Income Taxes: The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Earnings per Share: Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2017 and 2016, respectively. The weighted average number of common shares outstanding was 1,039,420 at December 31, 2017 . Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. The following table outlines outstanding common stock shares and common stock equivalents. Years Ended December 31, 2017 2016 Common Stock Shares Outstanding 5,206,174 823,278 Common Stock Equivalents Outstanding Warrants 527,367 292,308 Stock Options 223,556 27,766 Unconverted Preferred A Shares 137,932 137,932 Total Common Stock Equivalents Outstanding 888,855 458,006 Going Concern: The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the financial statements, the Company has incurred losses of $ 20,720,286 and $ 1,906,599 during the years ended December 31, 2017 and 2016 , respectively. Non-cash expenses and allowances were significant during the years ended December 31, 2017 and 2016 , and the net cash used in operating activities, or negative cash flows from operating activities, were $ 1,938,140 and $ 2,027,080 , respectively. The cash proceeds from new contributions to the Aurora partnership by Navitus, and loans from affiliates have allowed the Company to continue operations. Management anticipates that operating losses will continue in the near term until the Company begins to operate as a technology focused oilfield services company. For the years ended December 31, 2017 and 2016, the Company had no significant capital expenditures. On August 21, 2017, the Company entered into a loan agreement (as amended, the “VPEG Loan Agreement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”), pursuant to which VPEG loaned $500,000 to the Company. Such loan is evidenced by a secured convertible original issue discount promissory note issued by us to VPEG on August 21, 2017 (the “VPEG Note”). The VPEG Note reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000 , notwithstanding the fact that the loan is in the amount of $500,000 . The VPEG Note does not bear any interest in addition to the original issue discount, matures on September 1, 2017, and is secured by a security interest in all of the Company’s assets. On October 11, 2017, the Company and VPEG entered into an amendment to the VPEG Loan Agreement and VPEG Note, pursuant to which the parties agreed to (i) increase the loan amount to $565,000 , (ii) increase the principal amount of the VPEG Note to $621,500 , reflecting an original issue discount of $56,500 and (iii) extend the maturity date to November 30, 2017. On January 17, 2018, the Company and VPEG entered into a second amendment to the VPEG Loan Agreement and VPEG Note, pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG’s written demand for payment on the VPEG Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the VPEG Note on the same terms upon the written request from the Company; and (iii) that, in the event that VPEG exercises its option to convert the note into shares of common stock at any time after the maturity date and prior to payment in full of the principal amount of the VPEG Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share, and containing a cashless exercise feature and such other provisions as mutually agreed to by the Company and VPEG. This loan provided short-term financing required for operating and transaction expenses. On August 21, 2017, the Company entered into a transaction agreement (the “Transaction Agreement”) with Armacor Victory Ventures, LLC, a Delaware limited liability company (“AVV”), pursuant to which AVV (i) granted to the Company a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of AVV’s owned and licensed intellectual property for use in the Oilfield Services industry, except for a tubular solutions company headquartered in France, and (ii) agreed to contribute to the Company $5,000,000 (the “Cash Contribution”), in exchange for which the Company issued 800,000 shares of its newly designated Series B Convertible Preferred Stock. To date, AVV has contributed a total of $255,000 to the Company, but has yet to make the entire Cash Contribution. The Company remains in active discussions with VPEG and others related to longer term financing required for capital expenditures planned for 2018. Without additional outside investment from the sale of equity securities and/or debt financing, capital expenditures and overhead expenses must be reduced to a level commensurate with available cash flows. The accompanying financial statements are prepared as if the Company will continue as a going concern. The financial statements do not contain adjustments, including adjustments to recorded assets and liabilities, which might be necessary if the Company were unable to continue as a going concern. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards On May 17, 2017, FASB issued Accounting Standards Update ("ASU") 2017-09, Scope of Modification Accounting ( clarifies Topic 718) Compensation – Stock Compensation , such that an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award unless all of the following criteria are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the modification and the ASU indicates that if the modification does not affect any of the inputs to the valuation technique used to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the modification; the ASU is effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company adopted this ASU on January 1, 2018. The Company expects the adoption of this ASU will only impact financial statements if and when there is a modification to share-based award agreements. In January 2017, FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is deemed to be a business. Determining whether a transferred set constitutes a business is important because the accounting for a business combination differs from that of an asset acquisition. The definition of a business also affects the accounting for dispositions. Under ASU 2017-01, when substantially all of the fair value of assets acquired is concentrated in a single asset, or a group of similar assets, the assets acquired would not represent a business and business combination accounting would not be required. ASU 2017-01 may result in more transactions being accounted for as asset acquisitions rather than business combinations. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017 and shall be applied prospectively. Early adoption is permitted. The Company adopted ASU 2017-01 on January 1, 2017 and will apply the new guidance to applicable transactions going forward. In March 2016, FASB issued guidance regarding the simplification of employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this guidance in the second quarter of 2016 as permitted by the guidance. Adoption of this guidance did not impact the financial statements, except for the simplification in accounting for income taxes using a modified retrospective approach. Upon adoption, the Company recorded a related deferred tax asset for previously unrecognized excess tax benefits of $37 million . As it is more likely than not that the deferred tax asset will not be realized, the Company recorded a full valuation allowance of $37 million , resulting in no net effect on the statement of operations. The Company elected to continue its current policy of estimating forfeitures. In April 2015, FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. In August 2015, FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30), which addresses the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Therefore, the Company adopted ASU 2015-03 beginning January 1, 2016. Changes to the balance sheet have been applied on a retrospective basis. This resulted in the reclassification of debt issuance costs of $6,237 and $40,823 associated with the Credit Agreement from Other Assets to Current Note Payable in the Balance Sheet for the years ended December 31, 2017 and 2016. In February 2015, FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidated Analysis . ASU 2015-02 amended the consolidation guidance by modifying the evaluation criteria for whether limited partnerships and similar legal entities are variable interest entities, eliminating the presumption that a general partner should consolidate a limited partnership, and affecting the consolidated analysis of reporting entities that are involved with variable interest entities. The adoption of ASU 2015-02, effective January 1, 2016, did not have a material impact on the company's balance sheets, statements of operations or consolidated statements of cash flows. Recently Issued Accounting Standards In February 2016, the FASB issued guidance regarding the accounting for leases. The guidance requires recognition of most leases on the balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this guidance on the financial statements. In January 2016, the FASB issued guidance regarding several broad topics related to the recognition and measurement of financial assets and liabilities. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company does not expect this guidance to have a material impact on the financial statements. In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. In April 2016, May 2016 and December 2016, FASB issued additional guidance, addressed implementation issues and provided technical corrections. The guidance may be applied retrospectively or using a modified retrospective approach to adjust retained earnings (deficit). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of this guidance on the financial statements. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Divestiture of Aurora On August 21, 2017, the Company entered into a divestiture agreement with Navitus, and on September 14, 2017, the Company entered into amendment no. 1 to the divestiture agreement (as amended, the “Divestiture Agreement”). Pursuant to the Divestiture Agreement, the Company agreed to divest and transfer its 50% ownership interest in Aurora to Navitus, which owned the remaining 50% interest, in consideration for a release from Navitus of all of the Company’s obligations under the second amended partnership agreement, dated October 1, 2011, between the Company and Navitus, including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity. The Company also agreed to (i) issue 4,382,872 shares of common stock to Navitus and (ii) pay off or otherwise satisfy all indebtedness and other material liabilities of Aurora at or prior to closing of the Divestiture Agreement. Closing of the Divestiture Agreement was completed on December 13, 2017. The Divestiture Agreement contained usual pre- and post-closing representations, warranties and covenants. In addition, Navitus agreed that the Company may take any steps necessary to amend the exercise price of warrants issued to Navitus Partners, LLC to reflect an exercise price of $1.52 . The Company also agreed to provide Navitus with demand registration rights with respect to the shares to be issued to it under the Divestiture Agreement, whereby the Company agreed to, upon Navitus’ request, file a registration statement on an appropriate form with the SEC covering the resale of such shares and use commercially reasonable efforts to cause such registration statement to be declared effective within one hundred twenty (120) days following such filing. The registration statement was filed on February 5, 2018 and amended on February 8, 2018. The Company has not yet amended the exercise price of warrants issued to Navitus Partners, LLC to reflect an exercise price of $1.52 . Closing of the Divestiture Agreement was subject to customary closing conditions and certain other specific conditions, including the following: (i) the issuance of 4,382,872 shares of common stock to Navitus; (ii) the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, which total approximately $1.2 million ; (iii) the receipt of any authorizations, consents and approvals of all governmental authorities or agencies and of any third parties; (iv) the execution of a mutual release by the parties; and (v) the execution of customary officer certificates by the Company and Navitus regarding the representations, warrants and covenants contained in the Divestiture Agreement. Consequently, the Company issued 4,382,872 shares of common stock to Navitus on December 14, 2017. Aurora's revenues, related expenses and loss on disposal are components of "income (loss) from discontinued operations" in the statements of operations. The statement of cash flows is reported on a consolidated basis without separately presenting cash flows from discontinued operations for all periods presented. Results from discontinued operations were as follows: Year Ended 2017 2016 Revenues from discontinued operations $ 276,705 $ 440,803 Income from discontinued operations before tax benefit 14,301 1,206 Tax benefit — — Income from discontinued operations, net of tax benefit 14,301 1,206 Income (loss) on disposal of discontinued operations, net of tax (18,205,884 ) — Income (loss) from discontinued operations, net of tax $ (18,191,583 ) $ 1,206 The following table represents the income (loss) on discontinued operations recognized in the years ended December 31, 2017 and 2016. These amounts may be adjusted as certain contingencies regarding estimated transaction costs are resolved in subsequent periods. Year Ended 2017 Fair value of assets given per Divestiture Agreement $ 542,262 Change in noncontrolling interest (9,023,089 ) Fair value of stock issued per Divestiture Agreement 26,647,862 Transactions costs 38,849 Estimated (income) loss on disposal of discontinued operations $ 18,205,884 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions $250,000 payable to Rogers that was issued by Victory in connection with the entry by Lucas and the Company into the Pre-Merger Collaboration Agreement with Lucas Energy Inc., Navitus and AEP Assets, LLC, a wholly-owned subsidiary of Aurora, (ii) that the Company would pay Rogers, on or before July 15, 2015, $258,125 , and (iii) that Rogers’ legal counsel will hold the assignment of the Additional Penn Virginia Property and the Settlement Shares in escrow until such time as the payment of $258,125 is made by the Company to the Rogers. Failure of the Company to make the payment of $258,125 on or before July 15, 2015, would result in the Company being in default under the Rogers Settlement Agreement and default interest on the amount due would begin to accrue at a per diem rate of $129.0625 . Additionally, the Company acknowledged in the Amendment its obligation to pay Rogers’ attorney’s fees in the amount of $22,500 . The Company has not made any payments to Rogers pursuant to the Rogers Settlement Agreement and as a result the additional Penn Virginia Property was returned to Lucas in September 2015. The full amount due under the Roger’s obligation including accrued interest at December 31, 2017 totals $374,281 and is included in accrued liabilities on the balance sheets. |
Liability for Unauthorized Pref
Liability for Unauthorized Preferred Stock Issued | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Liability for Unauthorized Preferred Stock Issued | Liability for Unauthorized Preferred Stock Issued During the year ended December 31, 2006, the Company authorized the issuance of 10,000,000 shares of Preferred Stock, convertible at the shareholder’s option to common stock at the rate of 100 shares of common stock for every share of preferred stock. During the year ended December 31, 2006, the Company issued 715,517 shares of preferred stock for cash of $246,950 . The Company subsequently issued additional preferred stock and had several preferred shareholders convert their shares into common stock during the years ended December 31, 2009, 2008, and 2007. The Company’s legal counsel determined that the preferred shares had not been duly authorized by the State of Nevada. Since the Company had issued and received consideration for the preferred stock, notwithstanding that the stock was not legally authorized, the Company has presented the preferred stock as a liability in the balance sheets. The Company has offered to settle the debt with the remaining holders of the unauthorized preferred stock by honoring the terms of conversion of two shares of preferred stock into 3 shares of common stock. The Company intends to cancel the preferred stock once all remaining preferred stockholders have converted. There were 68,966 and 68,966 shares of unconverted preferred stock outstanding at December 31, 2017 and 2016, respectively. The Company needs approximately 3,632 common shares in order to settle the outstanding debt as stated below. The remaining liability for the unconverted preferred stock is based on the original cash tendered and consisted of the following as of: December 31, 2017 2016 Liability for unauthorized preferred stock $ 9,283 $ 9,283 |
Revolving Credit Agreement
Revolving Credit Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Credit Agreement | Revolving Credit Agreement On February 20, 2014, Aurora, as borrower, entered a credit agreement (the "Credit Agreement") with Texas Capital Bank (“the Lender”). Guarantors on the Credit Agreement are Victory and Navitus, the two partners of Aurora. Pursuant to the Credit Agreement, the Lender agreed to extend credit to Aurora in the form of (a) one or more revolving credit loans (each such loan, a “Loan”) and (b) the issuance of standby letters of credit, of up to an aggregate principal amount at any one time not to exceed the lesser of (i) $25,000,000 or (ii) the borrowing base in effect from time to time (the “Commitment”). The initial borrowing base on February 20, 2014 was set at $1,450,000 . The borrowing base is determined by the Lender, in its sole discretion, based on customary lending practices, review of the oil and natural gas properties included in the borrowing base, financial review of Aurora, the Company and Navitus and such other factors as may be deemed relevant by the Lender. The borrowing base is re-determined (i) on or about June 30 of each year based on the previous December 31 reserve report prepared by an independent reserve engineer, and (ii) on or about August 31 of each year based on the previous June 30 reserve report prepared by Aurora’s internal reserve engineers or an independent reserve engineer and certified by an officer of Aurora. The Credit Agreement was to mature on February 20, 2017. Amounts borrowed under the Credit Agreement will bear interest at rates equal to the lesser of (i) the maximum rate of interest which may be charged or received by the Lender in accordance with applicable Texas law and (ii) the interest rate per annum publicly announced from time to time by the Lender as the prime rate in effect at its principal office plus the applicable margin. The applicable margin is, (i) with respect to Loans, one percent ( 1.00% ) per annum, (ii) with respect to letter of credit fees, two percent ( 2.00% ) per annum and (iii) with respect to commitment fees, one-half of one percent ( 0.50% ) per annum. Loans made under the Credit Agreement are secured by (i) a first priority lien in the oil and gas properties of Aurora, the Company and Navitus, and (ii) a first priority security interest in substantially all of the assets of Aurora and its subsidiaries, if any, as well as in 100% of the partnership interests in Aurora held by the Company and Navitus. Loans made under the Credit Agreement to Aurora are fully guaranteed by the Company and Navitus. On May 13, 2015, Aurora informed the Lender it would not make a required $300,000 payment but was submitting the newly acquired five Eagle Ford wells as additional collateral to be considered and its willingness to execute mortgages regarding the properties to meet the Deficiency. On August 21, 2015, the Company executed a Forbearance Agreement whereby the Lender would forbear all existing events of default which includes all payments under the previously mentioned Borrowing Base Deficiency payments not yet paid under the April 13, 2015 Redetermination Date notification, as well as the late interest payments for June, July and August 2015, violations of Aurora financial covenants for the three months ended March 31, 2015, and June 30, 2015, and default notice for the late filing of March 31, 2015 financial reports. On August 26, 2015, the Company paid the Lender $76,081 to cover a portion of the deficiency payment, as well as a Forbearance document fee and Lender's legal expenses, as required by the Forbearance Agreement, and the aforementioned Forbearance Agreement went into effect for the $260,000 remaining borrowing base deficiency payment. On August 31, 2015, the Forbearance Agreement terminated pursuant to its terms. The Company made a $50,000 principal payment to the Lender on October 14, 2015 as part of that plan. On December 5, 2016, the Company entered into a new Forbearance Agreement to the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender has agreed to forbear from exercising any of its rights and remedies under the Credit Agreement until February 20, 2017 with respect to the historical events of default. The Forbearance Period was amended and extended on March 2, 2017 and will end on the first to occur of the following: (i) the expiration of the amended Forbearance Period on August 20, 2017, (ii) a breach by Aurora or any Guarantor of any of the conditions, covenants, representations and/or warranties set forth in the Forbearance Agreement, (iii) the occurrence of any new event of default under the Credit Agreement, (iv) the occurrence or threat of the occurrence of any enforcement action against Aurora or any Guarantor by any of their creditors which, in Lender’s reasonable judgment, would materially interfere with the operation of Aurora’s or the Guarantor’s business or the Lender’s ability to collect on the obligations due under the Credit Agreement, (v) the institution of any bankruptcy proceeding relating to Aurora or any Guarantor, or (vi) the initiation by Aurora or any Guarantor of any judicial, administrative or arbitration proceedings against the Lender. The Lender’s agreement to forbear from exercising its rights and remedies as a result of the Existing Events of Default is subject to and conditioned upon the following: (i) the payment by Aurora to the Lender of at least $20,000 on or before the last business day of each calendar week occurring hereafter and (ii) the delivery by Aurora of such other documents, instruments and certificates as reasonably requested by Lender. The foregoing description of the Forbearance Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Forbearance Agreement. Since the execution of the extended Forbearance Agreement, the Company has paid the Lender $570,500 . The balance owed on the Credit Agreement was $0 and $672,000 as of December 31, 2017 and 2016, respectively. Amortization of debt financing costs on this debt was $ 6,237 and $30,617 for the twelve months ended December 31, 2017 and December 31, 2016, respectively. Interest expense related to the Credit Agreement was $20,415 and $ 46,056 for the twelve months ended December 31, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes There was no provision for (benefit of) income taxes for the years ended December 31, 2017 and 2016 , after the application of ASC 740 “Income Taxes.” The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. There have been transactions that have changed the Company’s ownership structure since inception that may have resulted in one or more ownership changes as defined by the IRC Section 382. The Company’s transaction in 2017 has resulted in a limitation of pre-change in control net operating loss carry forwards to $8,163,281 over a 20 year period. For the year ending December 31, 2017, the Company incurred a net operating loss carry forward of $2,186,513 . Combined with the Section 382 limitation, the Company has net operating losses available of approximately $8,954,020 as of December 31, 2017. The Federal net operating loss carry forwards begin to expire in 2028. Capital loss carryovers may only be used to offset capital gains. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. ASC 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2017 and 2016 , respectively. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the deferred tax benefit associated with the use of the net operating loss carry forwards and will recognize a deferred tax asset at that time. On December 22, 2017 the Tax Cuts and Jobs Act (TCJA) was signed into law. Pursuant to Staff Accounting Bulletin No 118, a reasonable estimate of the specific income tax effects of the TCJA can be determined and the Company is reporting these provisional amounts. Accordingly, the Company may revise these estimates in the upcoming year. The TCJA reduces the corporate income tax rate from 34% to 21% effective January 1, 2018. All deferred income tax assets and liabilities, including NOL’s have been measured using the new rate under the TCJA and are reflected in the valuation of these assets as of December 31, 2017. The value of our deferred tax assets has decreased by $1,237,729 and the related valuation allowance has been reduced by the same amount. Significant components of the Company’s deferred income tax assets are as follows: 2017 2016 Net operating loss carryforwards $ 1,880,344 $ 7,403,629 Depreciation and accretion (102 ) 3,106 Equity based expenses 119,165 86,734 Deferred taxes 1,999,407 7,493,469 Valuation allowance (1,999,407 ) (7,493,469 ) Net deferred income tax assets $ — $ — Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2017 2016 Net operating loss 34.0 % 34.0 % Meals and entertainment — % 1.0 % Rate reduction due to the TCJA (49.2 )% 0.1 % Net operating loss reduction due to IRC 382 203.3 % — % Change in valuation allowance 218.5 % 33.9 % Effective income tax rate — % — % ASC 740 provides guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under the current accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2017 and 2016 the Company does not have a liability for unrecognized tax benefits. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued. Tax years 2014 forward are open and subject to examination by the Federal taxing authority. The Company is not currently under examination and it has not been notified of a pending examination. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders Equity | Stockholders Equity Preferred stock The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock. The Company has designated 200,000 shares of its preferred stock as Series A Preferred Stock, 800,000 shares as Series B Preferred Stock, 810,000 shares as Series C Preferred Stock and 20,000 shares as Series D Preferred Stock and 670,000 shares of Preferred Stock remain undesignated. The Company has 998,333 shares of preferred stock issued and outstanding as of December 31, 2017. Series B Preferred Stock The terms of the Series B Convertible Preferred Stock are governed by a certificate of designation (the “Series B Certificate of Designation”) filed by the Company with the Nevada Secretary of State on August 21, 2017. Pursuant to the Series B Certificate of Designation, the Company designated 800,000 shares of its preferred stock as Series B Convertible Preferred Stock. In connection with the Transaction Agreement, the Company issued all 800,000 shares to AVV on August 21, 2017. Dividends . Holders are entitled to receive dividends on shares of Series B Convertible Preferred Stock equal (on an as-if-converted-to-common-stock basis regardless of whether the Series B Convertible Preferred Stock is then convertible) to and in the same form as dividends actually paid on shares of the common stock when and if such dividends are paid on shares of the common stock. Liquidation . Upon any liquidation, dissolution or winding-up of the company, whether voluntary or involuntary, the holders of Series B Convertible Preferred Stock are entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the Series B Convertible Preferred Stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid pari passu with all holders of common stock. Voting Rights . Except as otherwise required by law, holders of Series B Convertible Preferred Stock have no voting rights. However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Convertible Preferred Stock or alter or amend the Series B Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to the Series B Convertible Preferred Stock, (c) amend the Company’s articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Conversion . On the later to occur of (i) the date on which all Funding Conditions (as defined in the Transaction Agreement) have been satisfied, and (ii) the date that AVV pays entire Cash Contribution in accordance with the Transaction Agreement, each share of Series B Convertible Preferred Stock plus accrued, but unpaid, dividends thereon shall be automatically converted (without the payment of additional consideration by the holder thereof), into such number of fully paid and non-assessable shares of common stock as is determined by dividing the Stated Value by the Conversion Price in effect on such conversion date. The “Stated Value” is equal to $122.6628243 per share. The “Conversion Price” is equal to $0.04 , subject to adjustment as set forth in the Series B Certificate of Designation. Other Rights . Holders of Series B Convertible Preferred Stock have no preemptive or subscription rights and there are no redemption or sinking fund provisions applicable to the Series B Convertible Preferred Stock. Series C Preferred Stock The terms of the Series C Preferred Stock are governed by a certificate of designation (the “Series C Certificate of Designation”) filed by the Company with the Nevada Secretary of State on August 21, 2017. Pursuant to the Series C Certificate of Designation, the Company designated 810,000 shares of its preferred stock as Series C Preferred Stock. As discussed in Note 12 - Related Party Transactions, on August 21, 2017, the Company entered into the VPEG Settlement Agreement, the Navitus Settlement Agreement and the Insider Settlement Agreement pursuant to which the Company issued 180,000 shares of Series C Preferred Stock. Dividends . Holders are entitled to receive dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-common-stock basis regardless of whether the Series C Preferred Stock is then convertible) to and in the same form as dividends actually paid on shares of the common stock when and if such dividends are paid on shares of the common stock. Liquidation . Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of shares of Series C Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment shall be made to the holders of shares of common stock, the higher of (a) an amount equal to the Stated Value per share, plus any dividends declared but unpaid thereon, which amount shall be paid pari passu with all holders of the Company’s Series D Preferred Stock, or (b) the same amount that a holder of common stock would receive if the Series C Preferred Stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid pari passu with all holders of common stock. The “Stated Value” shall initially be $7.94005355560000 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock. Voting Rights . Holders of shares of Series C Preferred Stock vote together with the holders of common stock on an as-if-converted-to-Common-Stock basis. Except as provided by law, the holders of shares of Series C Preferred Stock vote together with the holders of shares of common stock as a single class. However, as long as any shares of Series C Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Series C Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to the Series C Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series C Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Conversion . On the date on which all Funding Conditions (as defined in the Transaction Agreement) have been satisfied, each share of Series C Preferred Stock plus accrued, but unpaid, dividends thereon shall be automatically converted (without the payment of additional consideration by the holder thereof), into such number of fully paid and non-assessable shares of common stock as is determined by dividing the Stated Value by the Conversion Price in effect on such conversion date. The “Conversion Price” shall initially be equal to $0.04 , subject to adjustment as set forth in the Series C Certificate of Designation. Other Rights . Holders of Series C Preferred Stock have no preemptive or subscription rights and there are no redemption or sinking fund provisions applicable to the Series C Preferred Stock. Series D Preferred Stock The terms of the Series D Preferred Stock are governed by a certificate of designation (the “Series D Certificate of Designation”) filed by the Company with the Nevada Secretary of State on August 21, 2017. Pursuant to the Series D Certificate of Designation, the Company designated 20,000 shares of its preferred stock as Series D Preferred Stock. As discussed in Note 12 - Related Party Transactions, on August 21, 2017, the Company entered into the McCall Settlement Agreement pursuant to which the Company issued 20,000 shares of the Company’s newly designated Series D Preferred Stock. Dividends . Except for stock dividends and distributions for which adjustments are to be made pursuant to the Series D Certificate of Designation, holders of Series D Preferred Stock are not entitled to dividends. Liquidation . Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of shares of Series D Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of shares of common stock, an amount equal to the Stated Value per share, plus any dividends declared but unpaid thereon. The “Stated Value” shall initially be $19.01615 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series D Preferred Stock. Voting Rights . Holders of shares of Series D Preferred Stock vote together with the holders of common stock on an as-if-converted-to-common-stock basis. Except as provided by law, the holders of shares of Series D Preferred Stock vote together with the holders of shares of common stock as a single class. However, as long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Series D Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to the Series D Preferred Stock, (c) amend the Company’s articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series D Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Redemption . To the extent of funds legally available for the payment therefor, the Company is required to redeem the outstanding shares of Series D Preferred Stock, at a redemption price equal to the Stated Value per share (subject to adjustment), payable in cash in equal monthly installments commencing on the fifteenth (15th) calendar day following the date that the Company obtained stockholder approval (which was obtained on November 20, 2017) (each such date, a “Redemption Date”). If funds legally available for redemption on the Redemption Date are insufficient to redeem the total number of outstanding shares of Series D Preferred Stock, the holders of shares of Series D Preferred Stock shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to the full number of shares owned by them if all such outstanding shares were redeemed in full. At any time thereafter when additional funds are legally available for the redemption, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available. During the year ended December 31, 2017, the Company redeemed 1,667 shares of Series D Preferred Stock. Conversion . If, following the date when stockholder approval has been obtained, any portion of the redemption price has not been paid by the Company on any Redemption Date, the holder may, at its option, elect to convert each share of Series D Preferred Stock plus accrued, but unpaid dividends thereon, into such number of fully paid and non-assessable shares of common stock as is determined by dividing the Stated Value by the Conversion Price in effect on such conversion date; provided, however, that in lieu of such conversion and before giving effect thereto, the Company may elect to bring current the redemption payments payable. The “Conversion Price” is initially equal to $0.04 , subject to adjustment as set forth in the Series D Certificate of Designation. Other Rights . Holders of Series D Preferred Stock have no preemptive or subscription rights and there are no sinking fund provisions applicable to Series D Preferred Stock. Common stock The Company is authorized to issue 300,000,000 shares of $0.001 par value common stock, and has 5,206,174 shares of common stock outstanding as of December 31, 2017. Long-Term Incentive Plan On February 24, 2014, the Board of Directors of the Company approved and adopted the Victory Energy Corporation 2014 Long Term Incentive Plan (the “LTIP”) for the employees, directors and consultants of the Company and its affiliates. The LTIP provides for the grant of all or any of the following components: (1) stock options, (2) restricted stock, (3) other stock-based awards, (4) performance awards and (5) dividends and dividend equivalents. Subject to adjustment in accordance with the LTIP, the maximum aggregate number of shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”) that may be issued with respect to awards under the LTIP is fifteen percent ( 15% ) of the outstanding shares of Common Stock at the end of the preceding calendar quarter, of which the maximum number of such shares that may be issued as incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986 is two million ( 2,000,000 ) shares of Common Stock. Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the Board, until such time as a compensation committee of the Board is established (the “Compensation Committee”), at which time the LTIP will be administered by the Compensation Committee. The total number of shares of common stock initially available for issuance under the LTIP was 4,591,174 . As of December 31, 2017, 3,367,500 shares of unrestricted common stock and 595,000 options had been issued under the LTIP. The maximum contractual term is five years. As of December 31, 2017, 628,674 shares of common stock are available for issuance under the LTIP. Stock Based Compensation The Company estimates the fair value of employee stock options and warrants granted using the Black-Scholes Option Pricing Model. Key assumptions used to estimate the fair value of warrants and stock options include the exercise price of the award, the fair value of the Company’s common stock on the date of grant, the expected warrant or option term, the risk free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on the Company’s common stock. During the years ended December 31, 2017 and 2016, the Company did not grant stock awards to directors, officers, or employees. |
Warrants for Stock
Warrants for Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Warrants for Stock | Warrants for Stock At December 31, 2017 and 2016 warrants outstanding for common stock of the Company were as follows: Number of Shares Underlying Warrants Weighted Average Exercise Price Balance at January 1, 2017 292,308 $ 11.71 Granted 291,011 2.74 Exercised — — Canceled (55,952 ) 23.27 Balance at December 31, 2017 527,367 $ 5.53 Number of Shares Underlying Warrants Weighted Average Exercise Price Balance at January 1, 2016 240,685 $ 18.01 Granted 58,226 5.27 Exercised — — Canceled (6,603 ) 21.78 Balance at December 31, 2016 292,308 $ 11.71 During the year ended December 31, 2017 , the Company granted 30,799 warrants for $1,170,000 in capital contributions through Navitus Partners, LLC. The Company also granted 53,808 warrants in exchange for services during the year ended December 31, 2017. The Company also granted 69,476 warrants to purchase shares of common stock to directors, officers and employees for 2016 services during the year ended December 31, 2017. The Company also issued 136,928 warrants to purchase shares of common stock to Visionary Private Equity Group I, LP in conjunction with a private placement uring the year ended December 31, 2017. All warrants were valued using the Black Scholes pricing model. During the year ended December 31, 2016, the Company granted 55,594 warrants for $2,112,000 in capital contributions through Navitus Partners, LLC. The Company also granted 2,632 warrants in exchange for services during the year ended December 31, 2016. All warrants were valued using the Black Scholes pricing model. The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2017 : Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Number of Shares Underlying Warrants Weighted Average Exercise Price $4.94 – $17.48 216,877 $ 9.56 1.81 216,877 $ 9.56 $1.52 – $3.51 310,490 $ 2.72 4.19 310,490 $ 2.72 527,367 527,367 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2016 : Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Number of Shares Underlying Warrants Weighted Average Exercise Price $475.00 – $475.00 422 $ 475 0.81 422 $ 475 $4.94 – $38.00 272,407 $ 11.65 2.35 272,407 $ 11.65 $2.28 – $3.42 19,479 $ 2.49 4.88 19,479 $ 2.49 292,308 292,308 These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants using the Black-Scholes Option Pricing Model using the following assumptions: 2017 2016 Risk free interest rates 1.19% – 2.13% 1.25% – 1.72% Expected life 5 years 5 years Estimated volatility 918.7% – 972.1% 422.9% – 667.5% Dividend yield — % — % Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected term of the warrants. The Company believes this method produces an estimate that is representative of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the expected term of these warrants is likely to differ materially from historical volatility. The expected term is based on the remaining term of the warrants. The risk-free interest rate is based on U.S. Treasury securities. At December 31, 2017 and 2016 the aggregate intrinsic value of the warrants outstanding and exercisable was $408,938 and $0 , respectively. The intrinsic value of a warrant is the amount by which the market value of the underlying warrant exercise price exceeds the market price of the stock at December 31 of each year. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | Stock Options The following table summarizes stock option activity in the Company’s stock-based compensation plans for the year ended December 31, 2017 . All options issued were non-qualified stock options. Number of Weighted Average Aggregate Number of Weighted Average Fair Value At Outstanding at December 31, 2015 37,636 $ 12.01 $ — 18,665 13.59 Granted at Fair Value — $ — Exercised — — Canceled (9,870 ) $ 10.72 Outstanding at December 31, 2016 27,766 $ 12.47 $ — 21,187 13.16 Granted at Fair Value 197,369 $ 1.52 Exercised — — Canceled (1,579 ) $ 38 Outstanding at December 31, 2017 223,556 $ 2.62 $ 489,475 44,827 13.49 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2017 . If the exercise price exceeds the market value, there is no intrinsic value. During the year ended December 31, 2017 , the Company did not grant employee stock options or stock options for consulting services. The fair value of the stock option grants are amortized over the respective vesting period using the straight-line method and assuming no forfeitures and cancellations. Compensation expense related to stock options included in general and administrative expense in the accompanying statements of operations for the years ended December 31, 2017 and 2016 , was $312,351 , and $86,733 , respectively. Stock options are granted at the fair market value of the Company’s common stock on the date of grant. Options granted to officers and other employees vest immediately or over 36 months as provided in the option agreements at the date of grant. The fair value of each option granted in 2017 and 2016 was estimated using the Black-Scholes Option Pricing Model. The following assumptions were used to compute the weighted average fair value of options granted during the periods presented. 2017 2016 Expected term of option 10 years 3 years Risk free interest rates 2.18 % 1.12 % Estimated volatility 972.1 593.3 Dividend yield — % — % The following table summarizes information about stock options outstanding at December 31, 2017 : Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number Exercisable Weighted Average Exercise Price of Exercisable Options Aggregate Intrinsic Value (1) $1.52- $13.30 223,556 9.04 $ 2.62 $ 489,475 44,827 $ 13.49 $ 54,386 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2017. If the exercise price exceeds the market value, there is no intrinsic value. The following table summarizes information about options outstanding at December 31, 2016 : Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number Exercisable Weighted Average Exercise Price of Exercisable Options Aggregate Intrinsic Value (1) $10.26-$38.00 27,766 5.25 $ 12.47 $ — 21,187 $ 13.16 $ — A summary of the Company’s non-vested stock options at December 31, 2017 and December 31, 2016 and changes during the years are presented below. Non-Vested Stock Options Options Weighted Average Non-Vested at December 31, 2016 6,579 $ 10.26 Granted 197,369 $ 1.52 Vested (25,220 ) $ 2.66 Forfeited — $ — Non-Vested at December 31, 2017 178,728 $ 1.68 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Rent expense for the years ended December 31, 2017 and 2016 was $ 30,000 and $ 30,000 , respectively. The Company's office space is leased on a month-to-month basis, and therefore future annual minimum payments under non-cancellable operating leases are $0 and $0 for the years ending December 31, 2017 and 2016, respectively. Litigation Legal Cases Settled Cause No. 08-04-07047-CV; Oz Gas Corporation v. Remuda Operating Company, et al. v. Victory Energy Corporation.; In the 112th District Court of Crockett County, Texas. Plaintiff Oz Gas Corporation (“Oz”) filed a lawsuit in April 2008 against various parties for bad faith trespass, among other claims, regarding the drilling of two wells on lands that Oz claims title to. On November 18, 2009, Victory Energy Corporation intervened in the lawsuit to protect its 50% interest in one of the named wells in the lawsuit (that being the 155-2 well located on the Adams Baggett Ranch in Crockett County, Texas). This case was mediated, with no settlement reached. It went to trial February 8-9, 2012. The Court found in favor of Oz and rendered verdict against Victory and the other Defendants, jointly and severally. Victory appealed this case to the 8th Court of Appeals in El Paso, Texas where the Court of Appeals affirmed the verdict of the District Court and Victory filed a Motion for Rehearing, which was denied. Victory filed a Petition for Review in the Supreme Court of Texas on December 15, 2014 which was denied. Victory filed a Motion for Rehearing with the Supreme Court which was denied. Oz filed Interrogatories and Request for Production in Aid of Judgment which have been answered by Victory. A Settlement and Forbearance Agreement was entered into on March 22, 2016 between the parties wherein no further post-judgment discovery or collection efforts will be made by Oz, for $140,000 net of a $14,000 payment received by the Oz receiver (see next following Cause No. C-1-CV-16-001610), with monthly payments of $7,500 commencing April, 15, 2016. The remaining balance of $65,000 as of December 31, 2016 is included in Accounts Payable on the Consolidated Balance Sheet. The remaining balance was fully paid off during 2017, therefore there is no liability as of December 31, 2017. Cause No. C-1-CV-16-001610; Oz Gas Corporation v. Victory Energy Corporation; In the County Court at Law No. 1 of Travis County, Texas. Plaintiff Oz Gas Corporation (“Oz”) filed an Application for Turnover Relief in Travis County, Texas on February 19, 2016. This order was granted and Thomas L. Kolker was appointed as Receiver to assist in the collection of non-exempt assets. Victory itself has not been placed into Receivership. Victory filed its Motion to Vacate the Turnover that was heard and denied by the trial court. Oz has since filed an Amended Application for Turnover Relief and Appointment of a Receiver to be heard March 10, 2016. Victory filed its Notice of Appeal March 4, 2016. A Settlement and Forbearance Agreement was entered into on March 22, 2016 as described above. Cause No. D-1-GN-13-000044; Aurora Energy Partners and Victory Energy Corporation v. Crooked Oaks, LLC; In the 261st District Court of Travis County, Texas. Victory Energy Corporation sued Crooked Oaks, LLC a/k/a Crooked Oak, LLC for breach of a purchase and sale agreement dated May 7, 2012 in which Victory sold certain assets to Crooked Oaks, LLC for $400,000 of which only $200,000 has been paid as of December 31, 2014. The lawsuit seeks to recover the remaining balance owed of $200,000 from Crooked Oaks, LLC in addition to attorney’s fees and all costs of court. Crooked Oaks, LLC has asserted a counterclaim for rescission of the underlying contract. Victory and Crooked Oaks attended a mediation on February 10, 2016 where it was determined that Crooked Oaks was insolvent and since that date the case has been dismissed with prejudice. Cause No. 50,916; Trilogy Operating Inc. v. Aurora Energy Partners; In the 118th Judicial District Court of Howard County, Texas. This lawsuit was filed on January 6, 2016. This lawsuit alleges causes of action for a suit on a sworn account, breach of contract and a suit to foreclose on liens regarding the drilling and completion of seven wells. Aurora filed an answer on January 29, 2016. Trilogy filed a Motion for Partial Summary Judgment on March 23, 2016. The parties entered into a Settlement Agreement and Release on April 26, 2016, effective April 1, 2016 to dismiss the lawsuit with prejudices. The Joint Motion to Dismiss with Prejudice was granted by the court May 2, 2016. In conjunction with the Joint Motion to Dismiss, Aurora assigned Trilogy all its interests in the seven wells and related oil and gas leases. Cause No. 2015-05280; TELA Garwood Limited, LP. v. Aurora Energy Partners, Victory Energy Corporation, Kenneth Hill, David McCall, Robert Miranda, Robert Grenley, Ronald Zamber, and Patrick Barry; In the 164th District Court of Harris County, Texas. This lawsuit was filed on January 30, 2015 and supplemented on March 4, 2015. This lawsuit alleges breach of contract regarding a Purchase and Sale Agreement that TELA Garwood Limited, LP and Aurora Energy Partners entered into on June 30, 2014. A first closing was held on June 30, 2014 and a purchase price adjustment payment was made on July 31, 2014. Between these two dates Aurora paid TELA approximately $3,050,133 . A second closing was to take place in September, however several title defects were found to exist. The title defects could not be cured and a purchase price reduction could not be agreed upon by the parties in relation to the title defects, therefore, the second closing never took place. Aurora and Victory filed an answer and counterclaim in this case. Both parties filed opposing motions for summary judgment which were heard on April 14, 2016. The Court granted Aurora's partial motions for summary judgment dismissing claims against Aurora/Victory's officers and directors, including Kenny Hill, David McCall, Robert Grenley, Ronald Zamber, Patrick Barry, and Fred Smith. The Court denied the remaining summary judgment issues of both parties. On June 2, 2016 Aurora/Victory filed a second Motion for Partial Summary Judgment on some discrete contract interpretation issues. The Court denied this motion on September 2, 2016. On December 9, 2016, Aurora/Victory and TELA entered into a Mutual Release and Settlement Agreement in which Aurora agreed to pay TELA $320,000 (which is recorded in Accounts Payable as of December 31, 2016) and in turn each Party agreed to release the other Party from any matter relating to the PSA, the litigation or any claims that were or could have been brought in the litigation. In accordance with the Mutual Release and Settlement Agreement, Aurora made the full payment on February 1, 2017. Cause No. 10-09-07213; Perry Howell, et al. v. Charles Gary Garlitz, et al.; In the 112th District Court of Crockett County, Texas. The above referenced lawsuit was filed on or about September 6, 2010. This lawsuit alleges that Cambrian Management, Ltd. and Victory were trespassers on their land, and that they, along with other Defendants, drilled a well (115 #8) on land belonging to Plaintiffs. Plaintiffs claim trespass and unjust enrichment by certain Defendants because of the drilling of the 115 #8 well. The Court placed this case on the Dismissal Docket asking any party to show cause as to why it should maintain this case on the docket on July 8, 2016. No party came forward stating why the case should be maintained and the Court entered and Order of Dismissal on August 9, 2016. Legal Cases Pending Cause No. CV-47,230; James Capital Energy, LLC and Victory Energy Corporation v. Jim Dial, et al.; In the 142nd District Court of Midland County, Texas. This is a lawsuit filed on or about January 19, 2010 by James Capital Energy, LLC and Victory Energy Corporation against numerous parties for fraud, fraudulent inducement, negligent misrepresentation, breach of contract, breach of fiduciary duty, trespass, conversion and a few other related causes of action. This lawsuit stems from an investment Victory entered into for the purchase of six wells on the Adams Baggett Ranch with the right of first refusal on option acreage. On December 9, 2010, Victory was granted an interlocutory Default Judgment against Defendants Jim Dial, 1st Texas Natural Gas Company, Inc., Universal Energy Resources, Inc., Grifco International, Inc., and Precision Drilling & Exploration, Inc. The total judgment amounted to approximately $17,183,987 . Victory has added a few more parties to this lawsuit. Discovery is ongoing in this case and no trial date has been set at this time. Victory believes they will be victorious against all the remaining Defendants in this case. On October 20, 2011 Defendant Remuda filed a Motion to Consolidate and a Counterclaim against Victory. Remuda is seeking to consolidate this case with two other cases wherein Remuda is the named Defendant. An objection to this motion was filed and the cases have not been consolidated. Additionally, the Company does not believe that the counterclaim made by Remuda has any legal merit. There was no further activity related to this case during the years ended December 31, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions David McCall, former general counsel and former director, is a partner in The McCall Firm McCall Law Firm (“McCall”). Fees related to his services are attributable to litigation involving the Company’s oil and natural gas operations in Texas. On August 21, 2017, in connection with the Transaction Agreement, the Company entered into a settlement agreement and mutual release (the “McCall Settlement Agreement”) with McCall, pursuant to which all obligations of the Company to McCall to repay indebtedness for borrowed money, which totaled $380,323 , including all accrued, but unpaid, interest thereon, was converted into 20,000 shares of the Company’s newly designated Series D Preferred Stock. As of December 31, 2017 and December 31, 2016, the Company owed The McCall Firm $0 and $503,377 , respectively. During the year ended December 31, 2017, the Company redeemed 1,667 shares of Series D Preferred Stock. During the year ended December 31, 2016, the temporary capital advances totaling $130,000 had been made by Navitus. James Capital Consulting, LLC is the Managing Partner of Navitus and Dr. Ronald Zamber, the chairman of the Board of Directors, is the Managing Member of James Capital Consulting, LLC. As discussed in Note 4 - Acquisitions and Dispositions, on August 21, 2017, the Company entered into the Divestiture Agreement with Navitus, pursuant to which the Company agreed to divest and transfer its 50% ownership interest in Aurora to Navitus, which owned the remaining 50% interest, and issue 4,382,872 shares to Navitus in consideration for a release from Navitus of all of the Company’s obligations under the second amended partnership agreement, dated October 1, 2011, between us and Navitus. Closing of the Divestiture Agreement was completed on December 13, 2017. On August 21, 2017, the Company entered into a settlement agreement and mutual release (the “Navitus Settlement Agreement”) with Messrs. Ronald Zamber and Greg Johnson (affiliate of Navitus), pursuant to which all obligations of the Company to Messrs. Zamber and Johnson to repay indebtedness for borrowed money, which totaled approximately $520,800 , was converted into 65,591.4971298402 shares of Series C Preferred Stock, 46,699.9368965913 shares of which were issued to Dr. Zamber and 18,891.5602332489 shares of which were issued to Mr. Johnson. On August 21, 2017, the Company entered into a settlement agreement and mutual release (the “Insider Settlement Agreement”) with Dr. Zamber and Mrs. Kim Rubin Hill, the wife of Kenneth Hill, the Company’s Chief Executive Officer, pursuant to which all obligations of the Company to Dr. Zamber and Mrs. Hill to repay indebtedness for borrowed money, which totaled approximately $35,000 , was converted into 4,408.03072109140 shares of Series C Preferred Stock, 1,889.1560233249000 shares of which were issued to Dr. Zamber and 2,518.8746977665000 shares of which were issued to Mrs. Hill. On February 3, 2017, the Company completed a private placement, pursuant to which VPEG purchased a unit comprised of $320,000 principal amount of a 12% unsecured six-month promissory note and a common stock purchase warrant to purchase 136,928 shares of common stock at an exercise price of $3.5074 per share. Visionary PE GP I, LLC is the general partner of VPEG and Dr. Zamber is the Managing Director Visionary PE GP I, LLC. On August 21, 2017, the Company entered into a settlement agreement and mutual release (the “VPEG Settlement Agreement”) with VPEG, pursuant to which all obligations of the Company to VPEG to repay indebtedness for borrowed money (other than the VPEG Note), which totaled approximately $873,409.64 , was converted into 110,000.472149068 shares of Series C Preferred Stock. Some of the obligations to VPEG arose pursuant to the private placement note described above. Pursuant to the VPEG Settlement Agreement, the 12% unsecured six-month promissory note was repaid in full and terminated, but VPEG retained the common stock purchase warrant. On August 21, 2017, in connection with the Transaction Agreement, the Company entered into the VPEG Loan Agreement with VPEG, pursuant to which VPEG loaned $500,000 to the Company. Such loan is evidenced by the VPEG Note, issued by the Company to VPEG on August 21, 2017. The VPEG Note reflects an original issue discount of $50,000 such that the principal amount of the note is $550,000 , notwithstanding the fact that the loan is in the amount of $500,000 . The VPEG Note does not bear any interest in addition to the original issue discount, matures on September 1, 2017, and is secured by a security interest in all of the Company’s assets. On October 11, 2017, the Company and VPEG entered into an amendment to the VPEG Loan Agreement and VPEG Note, pursuant to which the parties agreed to (i) increase the loan amount to $565,000 , (ii) increase the principal amount of the VPEG Note to $621,500 , reflecting an original issue discount of $56,500 and (iii) extend the maturity date to November 30, 2017. As of December 31, 2017 the balance of the loan was $896,500 and is recorded in "Note payable (net of debt discount) - affiliate". |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 17, 2018, the Company and VPEG entered into a second amendment to the VPEG Loan Agreement and VPEG Note, pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG’s written demand for payment on the VPEG Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the VPEG Note on the same terms upon the written request from the Company; and (iii) that, in the event that VPEG exercises its option to convert the note into shares of common stock at any time after the maturity date and prior to payment in full of the principal amount of the VPEG Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share, and containing a cashless exercise feature and such other provisions as mutually agreed to by the Company and VPEG. During the period of January 1, 2018 through March 21, 2018 the Company received additional loan proceeds of $432,000 from VPEG. During the period of January 1, 2018 through March 21, 2018 the Company received additional cash contributions of $55,000 from AVV. On January 24, 2018, all shares of Series C Preferred Stock were converted into common stock in accordance with the terms of the Series C Certificate of Designation. As a result, the Company issued an aggregate of 940,272 shares of common stock. On February 5, 2018, the Company filed a certificate of withdrawal for the Series C Certificate of Designation to remove the designation of Series C Preferred Stock and return all shares to undesignated preferred stock of the Company. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation: For the year ended December 31, 2016 the financial statements were previously presented on a consolidated basis. Following the Divestiture of Aurora discussed above, which was completed on December 13, 2017, the Company does not have any subsidiaries. All of the operations are conducted by the Company. |
Use of Estimates | Use of Estimates: The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation, depletion, and amortization (“DD&A”) expense, property costs, estimated future net cash flows from proved reserves, assumptions related to abandonments and impairments of oil and natural gas properties, taxes, accruals of capitalized costs, operating costs and production revenue, general and administrative costs and interest, purchase price allocation on properties acquired, various common stock, warrants and option transactions, and loss contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2017 and December 31, 2016. |
Other Property and Equipment | Other Property and Equipment: Our office equipment in Austin, Texas is being depreciated on the straight-line method over the estimated useful life of three to seven years. |
Intangible Assets | Intangible Assets: Our intangible assets are comprised of contract-based and marketing-related intangible assets. Our contract-based intangible assets include a sublicense agreement and a trademark license. The contract-based intangible assets have useful lives of 11.1 years to 15 years . As of December 31, 2017 the Company has not begun to use the economic benefits of the sublicense agreement and the trademark license and, accordingly, they were not amortized. The Company will begin to amortize the contract-based intangible assets using the straight-line amortization method over their respective remaining useful lives once it has begun to use their economic benefits. Our marketing related intangible assets include three non-compete agreements all of which have useful lives of 15 years . As of December 31, 2017 the Company has not begun to use the economic benefits of the non-compete agreements and, accordingly, they were not amortized. The Company will begin to amortize the marketing-related intangible assets using the straight-line amortization method over their respective remaining useful lives once it has begun to use their economic benefits. The remaining useful lives of intangible assets will be evaluated each reporting period. Intangible assets will be tested for impairment at least annually and upon a triggering event. |
Fair Value | Fair Value: At December 31, 2017 and 2016, the carrying value of our financial instruments such as prepaid expenses and payables approximated their fair values based on the short-term maturities of these instruments. The carrying value of other liabilities approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Management believes that due to our current credit worthiness, the fair value of debt could be less than the book value. Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures , established a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820 hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). |
Unamortized Discount | Unamortized Discount: Unamortized discount consists of value attributed to free standing equity instruments issued to the holders of affiliate note payable (see Note 12) and are amortized over the life of the related loans using a method consistent with the interest method. |
Stock-Based Compensation | Stock-Based Compensation: The Company applies FASB ASC 718, Compensation-Stock Compensation , to account for the issuance of options and warrants to employees, key partners, directors, officers and Navitus Energy Group ("Navitus") investors. The standard requires all share-based payments, including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of options and warrants granted to employees, directors and officers is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of our stock price. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected term of the common stock option or warrant, the dividend yield and the risk-free interest rate. The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third-parties. Restricted stock, options or warrants issued to third parties are recorded on the basis of their fair value, which is measured as of the date issued. The options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period and is included in general and administrative expenses in the accompanying statements of operations. |
Income Taxes | Income Taxes: The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Earnings per Share | Earnings per Share: Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2017 and 2016, respectively. The weighted average number of common shares outstanding was 1,039,420 at December 31, 2017 . Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards On May 17, 2017, FASB issued Accounting Standards Update ("ASU") 2017-09, Scope of Modification Accounting ( clarifies Topic 718) Compensation – Stock Compensation , such that an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award unless all of the following criteria are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the modification and the ASU indicates that if the modification does not affect any of the inputs to the valuation technique used to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the modification; the ASU is effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company adopted this ASU on January 1, 2018. The Company expects the adoption of this ASU will only impact financial statements if and when there is a modification to share-based award agreements. In January 2017, FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is deemed to be a business. Determining whether a transferred set constitutes a business is important because the accounting for a business combination differs from that of an asset acquisition. The definition of a business also affects the accounting for dispositions. Under ASU 2017-01, when substantially all of the fair value of assets acquired is concentrated in a single asset, or a group of similar assets, the assets acquired would not represent a business and business combination accounting would not be required. ASU 2017-01 may result in more transactions being accounted for as asset acquisitions rather than business combinations. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017 and shall be applied prospectively. Early adoption is permitted. The Company adopted ASU 2017-01 on January 1, 2017 and will apply the new guidance to applicable transactions going forward. In March 2016, FASB issued guidance regarding the simplification of employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this guidance in the second quarter of 2016 as permitted by the guidance. Adoption of this guidance did not impact the financial statements, except for the simplification in accounting for income taxes using a modified retrospective approach. Upon adoption, the Company recorded a related deferred tax asset for previously unrecognized excess tax benefits of $37 million . As it is more likely than not that the deferred tax asset will not be realized, the Company recorded a full valuation allowance of $37 million , resulting in no net effect on the statement of operations. The Company elected to continue its current policy of estimating forfeitures. In April 2015, FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. In August 2015, FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30), which addresses the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Therefore, the Company adopted ASU 2015-03 beginning January 1, 2016. Changes to the balance sheet have been applied on a retrospective basis. This resulted in the reclassification of debt issuance costs of $6,237 and $40,823 associated with the Credit Agreement from Other Assets to Current Note Payable in the Balance Sheet for the years ended December 31, 2017 and 2016. In February 2015, FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidated Analysis . ASU 2015-02 amended the consolidation guidance by modifying the evaluation criteria for whether limited partnerships and similar legal entities are variable interest entities, eliminating the presumption that a general partner should consolidate a limited partnership, and affecting the consolidated analysis of reporting entities that are involved with variable interest entities. The adoption of ASU 2015-02, effective January 1, 2016, did not have a material impact on the company's balance sheets, statements of operations or consolidated statements of cash flows. Recently Issued Accounting Standards In February 2016, the FASB issued guidance regarding the accounting for leases. The guidance requires recognition of most leases on the balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this guidance on the financial statements. In January 2016, the FASB issued guidance regarding several broad topics related to the recognition and measurement of financial assets and liabilities. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company does not expect this guidance to have a material impact on the financial statements. In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. In April 2016, May 2016 and December 2016, FASB issued additional guidance, addressed implementation issues and provided technical corrections. The guidance may be applied retrospectively or using a modified retrospective approach to adjust retained earnings (deficit). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of this guidance on the financial statements. |
Organization and Summary of S22
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table shows intangible assets and related accumulated amortization as of December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Sublicense agreement $ 11,330,000 $ — Trademark license 6,030,000 — Non-compete agreements 270,000 — Accumulated amortization — — Intangible assets, net $ 17,630,000 $ — |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | The following table shows the discount and related accumulated amortization as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Original issuance discount $ 210,000 $ — Accumulated amortization (210,000 ) — Unamortized discount, net $ — $ — |
Schedule of Common Stock and Common Stock Equivalents | The following table outlines outstanding common stock shares and common stock equivalents. Years Ended December 31, 2017 2016 Common Stock Shares Outstanding 5,206,174 823,278 Common Stock Equivalents Outstanding Warrants 527,367 292,308 Stock Options 223,556 27,766 Unconverted Preferred A Shares 137,932 137,932 Total Common Stock Equivalents Outstanding 888,855 458,006 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Results from discontinued operations were as follows: Year Ended 2017 2016 Revenues from discontinued operations $ 276,705 $ 440,803 Income from discontinued operations before tax benefit 14,301 1,206 Tax benefit — — Income from discontinued operations, net of tax benefit 14,301 1,206 Income (loss) on disposal of discontinued operations, net of tax (18,205,884 ) — Income (loss) from discontinued operations, net of tax $ (18,191,583 ) $ 1,206 |
Schedule of Detail From Income Loss From Discontinued Operations | These amounts may be adjusted as certain contingencies regarding estimated transaction costs are resolved in subsequent periods. Year Ended 2017 Fair value of assets given per Divestiture Agreement $ 542,262 Change in noncontrolling interest (9,023,089 ) Fair value of stock issued per Divestiture Agreement 26,647,862 Transactions costs 38,849 Estimated (income) loss on disposal of discontinued operations $ 18,205,884 |
Liability for Unauthorized Pr24
Liability for Unauthorized Preferred Stock Issued (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Assets and Other Liabilities | The remaining liability for the unconverted preferred stock is based on the original cash tendered and consisted of the following as of: December 31, 2017 2016 Liability for unauthorized preferred stock $ 9,283 $ 9,283 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets are as follows: 2017 2016 Net operating loss carryforwards $ 1,880,344 $ 7,403,629 Depreciation and accretion (102 ) 3,106 Equity based expenses 119,165 86,734 Deferred taxes 1,999,407 7,493,469 Valuation allowance (1,999,407 ) (7,493,469 ) Net deferred income tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2017 2016 Net operating loss 34.0 % 34.0 % Meals and entertainment — % 1.0 % Rate reduction due to the TCJA (49.2 )% 0.1 % Net operating loss reduction due to IRC 382 203.3 % — % Change in valuation allowance 218.5 % 33.9 % Effective income tax rate — % — % |
Warrants for Stock (Tables)
Warrants for Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of warrants outstanding for common stock | At December 31, 2017 and 2016 warrants outstanding for common stock of the Company were as follows: Number of Shares Underlying Warrants Weighted Average Exercise Price Balance at January 1, 2017 292,308 $ 11.71 Granted 291,011 2.74 Exercised — — Canceled (55,952 ) 23.27 Balance at December 31, 2017 527,367 $ 5.53 Number of Shares Underlying Warrants Weighted Average Exercise Price Balance at January 1, 2016 240,685 $ 18.01 Granted 58,226 5.27 Exercised — — Canceled (6,603 ) 21.78 Balance at December 31, 2016 292,308 $ 11.71 |
Information about stock warrants | The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2017 : Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Number of Shares Underlying Warrants Weighted Average Exercise Price $4.94 – $17.48 216,877 $ 9.56 1.81 216,877 $ 9.56 $1.52 – $3.51 310,490 $ 2.72 4.19 310,490 $ 2.72 527,367 527,367 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2016 : Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Number of Shares Underlying Warrants Weighted Average Exercise Price $475.00 – $475.00 422 $ 475 0.81 422 $ 475 $4.94 – $38.00 272,407 $ 11.65 2.35 272,407 $ 11.65 $2.28 – $3.42 19,479 $ 2.49 4.88 19,479 $ 2.49 292,308 292,308 |
Fair value of each warrant | These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants using the Black-Scholes Option Pricing Model using the following assumptions: 2017 2016 Risk free interest rates 1.19% – 2.13% 1.25% – 1.72% Expected life 5 years 5 years Estimated volatility 918.7% – 972.1% 422.9% – 667.5% Dividend yield — % — % |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity in the Company’s stock-based compensation plans for the year ended December 31, 2017 . All options issued were non-qualified stock options. Number of Weighted Average Aggregate Number of Weighted Average Fair Value At Outstanding at December 31, 2015 37,636 $ 12.01 $ — 18,665 13.59 Granted at Fair Value — $ — Exercised — — Canceled (9,870 ) $ 10.72 Outstanding at December 31, 2016 27,766 $ 12.47 $ — 21,187 13.16 Granted at Fair Value 197,369 $ 1.52 Exercised — — Canceled (1,579 ) $ 38 Outstanding at December 31, 2017 223,556 $ 2.62 $ 489,475 44,827 13.49 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2017 . If the exercise price exceeds the market value, there is no intrinsic value. |
Schedule of stock option fair value assumptions | The following assumptions were used to compute the weighted average fair value of options granted during the periods presented. 2017 2016 Expected term of option 10 years 3 years Risk free interest rates 2.18 % 1.12 % Estimated volatility 972.1 593.3 Dividend yield — % — % |
Information about stock options | The following table summarizes information about stock options outstanding at December 31, 2017 : Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number Exercisable Weighted Average Exercise Price of Exercisable Options Aggregate Intrinsic Value (1) $1.52- $13.30 223,556 9.04 $ 2.62 $ 489,475 44,827 $ 13.49 $ 54,386 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2017. If the exercise price exceeds the market value, there is no intrinsic value. The following table summarizes information about options outstanding at December 31, 2016 : Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number Exercisable Weighted Average Exercise Price of Exercisable Options Aggregate Intrinsic Value (1) $10.26-$38.00 27,766 5.25 $ 12.47 $ — 21,187 $ 13.16 $ — |
Schedule of nonvested restricted stock units activity | A summary of the Company’s non-vested stock options at December 31, 2017 and December 31, 2016 and changes during the years are presented below. Non-Vested Stock Options Options Weighted Average Non-Vested at December 31, 2016 6,579 $ 10.26 Granted 197,369 $ 1.52 Vested (25,220 ) $ 2.66 Forfeited — $ — Non-Vested at December 31, 2017 178,728 $ 1.68 |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies - Organization and Basis of Presentation (Details) | Dec. 19, 2017 | Dec. 31, 2017well$ / sharesshares | Aug. 21, 2017 | Aug. 20, 2017 | Dec. 31, 2016$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of wells | well | 30 | ||||
Noncontrolling Interest [Line Items] | |||||
Reverse stock split conversion ratio | 0.023631579 | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 5,206,174 | 823,278 | |||
Subsidiaries | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% |
Organization and Summary of S29
Organization and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Organization and Summary of S30
Organization and Summary of Significant Accounting Policies - Other Property and Equipment (Details) - Office Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Organization and Summary of S31
Organization and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 0 | $ 0 |
Intangible assets, net | $ 17,630,000 | 0 |
Marketing-related intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 15 years | |
Sublicense agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 11,330,000 | 0 |
Trademark license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 6,030,000 | 0 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 270,000 | $ 0 |
Minimum | Contract-based intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 11 years 1 month 6 days | |
Maximum | Contract-based intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 15 years |
Organization and Summary of S32
Organization and Summary of Significant Accounting Policies - Unamortized Discount (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Amortization of debt discount | $ 210,000 | |
Original issuance discount | 210,000 | $ 0 |
Accumulated amortization | (210,000) | 0 |
Unamortized discount, net | $ 0 | $ 0 |
Organization and Summary of S33
Organization and Summary of Significant Accounting Policies - Earnings per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Weighted average shares, basic (in shares) | 1,039,420 | 823,878 |
Organization and Summary of S34
Organization and Summary of Significant Accounting Policies - Common Stock and Common Stock Equivalents (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common Stock Shares Outstanding (in shares) | 5,206,174 | 823,278 |
Common Stock Equivalents Outstanding | ||
Warrants (in shares) | 527,367 | 292,308 |
Stock options (in shares) | 223,556 | 27,766 |
Unconverted Preferred A Shares (in shares) | 137,932 | 137,932 |
Total Common Stock Equivalents Outstanding (in shares) | 888,855 | 458,006 |
Organization and Summary of S35
Organization and Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) | Jan. 17, 2018 | Aug. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 11, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net loss | $ 20,720,286 | $ 1,906,599 | ||||
Net cash used in operating activities | (1,938,140) | $ (2,027,080) | ||||
Visionary Private Equity Group I, LP | Loan Agreement | Affiliated Entity | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 500,000 | |||||
Debt discount | 50,000 | |||||
Notes payable, related parties | 550,000 | |||||
Visionary Private Equity Group I, LP | Loan Agreement Amendment | Investor | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 565,000 | |||||
Debt discount | 56,500 | |||||
Notes payable, related parties | $ 896,500 | $ 896,500 | $ 621,500 | |||
Subsequent Event | Visionary Private Equity Group I, LP | Issue of Warrants | Investor | ||||||
Debt Instrument [Line Items] | ||||||
Term of warrant | 5 years | |||||
Exercise price of warrant (in dollars per share) | $ 1.52 | |||||
Private Placement | Armacor | ||||||
Debt Instrument [Line Items] | ||||||
Consideration receivable on transaction | $ 5,000,000 | |||||
Consideration received on transaction | $ 255,000 | |||||
Series B Preferred Stock | Armacor | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 800,000 | |||||
Series B Preferred Stock | Private Placement | Armacor | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 800,000 |
Recent Accounting Pronounceme36
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred tax asset | $ 1,999,407 | $ 7,493,469 | |
Debt issuance costs | 210,000 | 0 | |
Adjustments for New Accounting Pronouncement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred tax asset | $ 37,000,000 | ||
Deferred tax asset valuation allowance | $ 37,000,000 | ||
Other Assets | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt issuance costs | (6,237) | (40,823) | |
Current Notes Payable | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt issuance costs | $ 6,237 | $ 40,823 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2017 | Dec. 14, 2017 | Aug. 21, 2017 | Aug. 20, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | |||||
Common stock, shares issued | 5,206,174 | 823,278 | |||
Navitus | |||||
Loss Contingencies [Line Items] | |||||
Exercise price of warrant (in dollars per share) | $ 1.52 | ||||
Aurora | |||||
Loss Contingencies [Line Items] | |||||
Disposal group, liabilities | $ 1.2 | ||||
Aurora | Navitus | |||||
Loss Contingencies [Line Items] | |||||
Common stock, shares issued | 4,382,872 | ||||
Subsidiaries | |||||
Loss Contingencies [Line Items] | |||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% | |||
Subsidiaries | Navitus | |||||
Loss Contingencies [Line Items] | |||||
Ownership percentage by noncontrolling owners | 50.00% |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income (loss) on disposal of discontinued operations, net of tax | $ (18,205,884) | $ 0 |
Income (loss) from discontinued operations, net of tax | (18,191,583) | 1,206 |
Aurora | Discontinued Operations, Disposed of by Means Other than Sale, Exchange | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues from discontinued operations | 276,705 | 440,803 |
Income from discontinued operations before tax benefit | 14,301 | 1,206 |
Tax benefit | 0 | 0 |
Income from discontinued operations, net of tax benefit | 14,301 | 1,206 |
Income (loss) on disposal of discontinued operations, net of tax | (18,205,884) | 0 |
Income (loss) from discontinued operations, net of tax | $ (18,191,583) | $ 1,206 |
Discontinued Operations - Incom
Discontinued Operations - Income (Loss) from Disposal of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated (income) loss on disposal of discontinued operations | $ 18,205,884 | $ 0 |
Aurora | Discontinued Operations, Disposed of by Means Other than Sale, Exchange | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair value of assets given per Divestiture Agreement | 542,262 | |
Change in noncontrolling interest | (9,023,089) | |
Fair value of stock issued per Divestiture Agreement | 26,647,862 | |
Transactions costs | 38,849 | |
Estimated (income) loss on disposal of discontinued operations | $ 18,205,884 | $ 0 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Details) - Louise H. Rogers - USD ($) | Jul. 15, 2015 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Notes payable | $ 250,000 | |
Collaboration agreement, settlement agreement, total settlement payments due | 258,125 | $ 374,281 |
Collaboration agreement, settlement agreement, settlement payments, past due, daily interest accrual | 129.0625 | |
Collaboration agreement, settlement agreement, legal fees | $ 22,500 |
Liability for Unauthorized Pr41
Liability for Unauthorized Preferred Stock Issued - Narrative (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2006 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock issued upon conversion of preferred stock (in shares) | 1.5 | 100 | |
Preferred stock, shares issued | 998,333 | 715,517 | |
Value of preferred stock issued | $ 246,950 | ||
Unconverted preferred stock (in shares) | 998,333 | ||
Common stock needed to settle convertible preferred stock (in shares) | 3,632 | ||
Unconverted Preferred Stock | |||
Class of Stock [Line Items] | |||
Unconverted preferred stock (in shares) | 68,966 | 68,966 |
Liability for Unauthorized Pr42
Liability for Unauthorized Preferred Stock Issued - Liability for Unconverted Preferred Stock (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Liability for unauthorized preferred stock | $ 9,283 | $ 9,283 |
Revolving Credit Agreement (Det
Revolving Credit Agreement (Details) | Oct. 14, 2015USD ($) | Aug. 26, 2015USD ($) | May 13, 2015USD ($)well | Feb. 20, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Aug. 21, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Forebearance agreement, borrowing base deficiency payment | $ 76,081 | ||||||
Forbearance agreement, remaining borrowing base deficiency due | $ 260,000 | ||||||
Forbearance agreement, payment of borrowing base deficiency | $ 50,000 | ||||||
Remaining balance on credit agreement | $ 570,500 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Remaining balance on credit agreement | 0 | $ 672,000 | |||||
Revolving Credit Facility | Forbearance Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Forbearance agreement, periodic borrowing base deficiency payment | 20,000 | ||||||
Texas Capital Bank | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Texas Capital Bank | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Minimum borrowing capacity | $ 1,450,000 | ||||||
Debt instrument, interest rate (as a percent) | 0.50% | ||||||
Line of credit facility, failure to make required payment for decrease in maximum borrowing capacity | $ 300,000 | ||||||
Line of credit facility, number of wells added for collateral due to amount outstanding exceeding maximum borrowing capacity | well | 5 | ||||||
Amortization of financing costs | 6,237 | 30,617 | |||||
Interest expense | $ 20,415 | $ 46,056 | |||||
Texas Capital Bank | Revolving Credit Facility | Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 1.00% | ||||||
Debt instrument, collateral, percentage of interest in subsidiary | 100.00% | ||||||
Texas Capital Bank | Revolving Credit Facility | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 2.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Provision for (benefit of) income taxes | $ 0 | $ 0 | |
Operating loss carryforwards | 8,954,020 | $ 8,163,281 | |
Limitation on operating loss carryforwards, period | 20 years | ||
Operating loss carryforwards incurred | 2,186,513 | ||
Decrease in deferred tax asset | $ 1,237,729 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,880,344 | $ 7,403,629 |
Depreciation and accretion | (102) | 3,106 |
Equity based expenses | 119,165 | 86,734 |
Deferred taxes | 1,999,407 | 7,493,469 |
Valuation allowance | (1,999,407) | (7,493,469) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Net operating loss | 34.00% | 34.00% |
Meals and entertainment | 0.00% | 1.00% |
Rate reduction due to the TCJA | (49.20%) | 0.10% |
Net operating loss reduction due to IRC 382 | 203.30% | 0.00% |
Change in valuation allowance | 218.50% | 33.90% |
Effective income tax rate | 0.00% | 0.00% |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | Aug. 21, 2017 | Feb. 24, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2006 |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 998,333 | 998,333 | 715,517 | ||||
Preferred stock, shares outstanding | 998,333 | 998,333 | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares outstanding | 5,206,174 | 823,278 | 5,206,174 | ||||
Stock awards granted in period (in shares) | 0 | 0 | 0 | ||||
Long-Term Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||
Percentage of outstanding stock to determine number of shares available to grant | 15.00% | ||||||
Number of shares available for grant (in shares) | 2,000,000 | 628,674 | 628,674 | ||||
Number of shares authorized (in shares) | 4,591,174 | ||||||
Maximum contractual term | 5 years | ||||||
Common Stock | Long-Term Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Shares issued in period (in shares) | 3,367,500 | ||||||
Employee Stock Option | Long-Term Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Shares issued in period (in shares) | 595,000 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 200,000 | 200,000 | |||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 800,000 | 800,000 | 800,000 | 800,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 800,000 | 0 | 800,000 | ||||
Preferred stock, shares outstanding | 800,000 | 0 | 800,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Series C Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 810,000 | 810,000 | 810,000 | 810,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 180,000 | 0 | 180,000 | ||||
Preferred stock, shares outstanding | 180,000 | 0 | 180,000 | ||||
Debt conversion, stated value (dollars per share) | $ 7.94005355555556 | ||||||
Debt conversion price (dollars per share) | $ 0.04 | ||||||
Issuance of shares (in shares) | 180,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Series D Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 20,000 | 0 | 20,000 | ||||
Preferred stock, shares outstanding | 18,333 | 0 | 18,333 | ||||
Debt conversion, stated value (dollars per share) | $ 19.01615 | ||||||
Debt conversion price (dollars per share) | $ 0.04 | ||||||
Issuance of shares (in shares) | 20,000 | ||||||
Stock redeemed (in shares) | 1,667 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Undesignated Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 670,000 | 670,000 | |||||
Armacor | Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 800,000 | ||||||
Debt conversion, stated value (dollars per share) | $ 122.6628243 | ||||||
Debt conversion price (dollars per share) | $ 0.04 |
Warrants for Stock - Schedule o
Warrants for Stock - Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares Underlying Warrants | ||
Beginning balance (in shares) | 27,766 | |
Ending balance (in shares) | 223,556 | 27,766 |
Warrants | ||
Number of Shares Underlying Warrants | ||
Beginning balance (in shares) | 292,308 | 240,685 |
Granted (in shares) | 291,011 | 58,226 |
Exercised (in shares) | 0 | 0 |
Canceled (in shares) | (55,952) | (6,603) |
Ending balance (in shares) | 527,367 | 292,308 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 11.71 | $ 18.01 |
Granted (in dollars per share) | 2.74 | 5.27 |
Exercised (in dollars per share) | 0 | 0 |
Canceled (in dollars per share) | 23.27 | 21.78 |
Ending balance (in dollars per share) | $ 5.53 | $ 11.71 |
Warrants for Stock - Warrants O
Warrants for Stock - Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 223,556 | 27,766 | |
Warrants | |||
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 527,367 | 292,308 | 240,685 |
Weighted Average Exercise Price (in dollars per share) | $ 5.53 | $ 11.71 | $ 18.01 |
Exercisable Warrants | |||
Number of Shares Underlying Warrants (in shares) | 527,367 | 292,308 | |
$4.94 – $17.48 | Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | $ 4.94 | ||
Exercise price range, upper limit (in dollars per share) | $ 17.48 | ||
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 216,877 | ||
Weighted Average Exercise Price (in dollars per share) | $ 9.56 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year 9 months 22 days | ||
Exercisable Warrants | |||
Number of Shares Underlying Warrants (in shares) | 216,877 | ||
Weighted Average Exercise Price (in dollars per share) | $ 9.56 | ||
$1.52 – $3.51 | Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | 1.52 | ||
Exercise price range, upper limit (in dollars per share) | $ 3.51 | ||
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 310,490 | ||
Weighted Average Exercise Price (in dollars per share) | $ 2.72 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years 2 months 9 days | ||
Exercisable Warrants | |||
Number of Shares Underlying Warrants (in shares) | 310,490 | ||
Weighted Average Exercise Price (in dollars per share) | $ 2.72 | ||
$475.00 – $475.00 | Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | $ 475 | ||
Exercise price range, upper limit (in dollars per share) | $ 475 | ||
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 422 | ||
Weighted Average Exercise Price (in dollars per share) | $ 475 | ||
Weighted Average Remaining Contractual Life (in years) | 9 months 22 days | ||
Exercisable Warrants | |||
Number of Shares Underlying Warrants (in shares) | 422 | ||
Weighted Average Exercise Price (in dollars per share) | $ 475 | ||
$4.94 – $38.00 | Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | 4.94 | ||
Exercise price range, upper limit (in dollars per share) | $ 38 | ||
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 272,407 | ||
Weighted Average Exercise Price (in dollars per share) | $ 11.65 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 6 days | ||
Exercisable Warrants | |||
Number of Shares Underlying Warrants (in shares) | 272,407 | ||
Weighted Average Exercise Price (in dollars per share) | $ 11.65 | ||
$2.28 – $3.42 | Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | 2.28 | ||
Exercise price range, upper limit (in dollars per share) | $ 3.42 | ||
Outstanding Warrants | |||
Number of Shares Underlying Warrants (in shares) | 19,479 | ||
Weighted Average Exercise Price (in dollars per share) | $ 2.49 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years 10 months 17 days | ||
Exercisable Warrants | |||
Number of Shares Underlying Warrants (in shares) | 19,479 | ||
Weighted Average Exercise Price (in dollars per share) | $ 2.49 |
Warrants for Stock - Fair Value
Warrants for Stock - Fair Value Assumptions for Warrants (Details) - Warrants | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected life | 5 years | 5 years |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Risk free interest rates | 1.19% | 1.25% |
Estimated volatility | 918.70% | 422.90% |
Maximum | ||
Risk free interest rates | 2.13% | 1.72% |
Estimated volatility | 972.10% | 667.50% |
Warrants for Stock - Narrative
Warrants for Stock - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Related party contribution | $ 1,170,000 | $ 2,112,000 |
Warrants issued for services (in shares) | 53,808 | 2,632 |
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value | $ 408,938 | $ 0 |
Navitus | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of shares (in shares) | 30,799 | 55,594 |
Related party contribution | $ 1,170,000 | $ 2,112,000 |
Warrants to Purchase Shares of Common Stock to Directors, Offices and Employees [Member] | Affiliated Entity | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of shares (in shares) | 69,476 | |
Warrants to Purchase Shares of Common Stock to Visionary Private Equity Group [Member] | Affiliated Entity | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of shares (in shares) | 136,928 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Beginning balance (in shares) | 27,766 | |
Ending balance (in shares) | 223,556 | 27,766 |
Non-Qualified Stock Options | ||
Number of Options | ||
Beginning balance (in shares) | 27,766 | 37,636 |
Granted at Fair Value (in shares) | 197,369 | 0 |
Exercised (in shares) | 0 | 0 |
Canceled/Forfeited (in shares) | (1,579) | (9,870) |
Ending balance (in shares) | 223,556 | 27,766 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 12.47 | $ 12.01 |
Granted at Fair Value (in dollars per share) | 1.52 | 0 |
Exercised (in dollars per share) | 0 | 0 |
Canceled/Forfeited (in dollars per share) | 38 | 10.72 |
Ending balance (in dollars per share) | $ 2.62 | $ 12.47 |
Aggregate Intrinsic Value | ||
Beginning balance | $ 0 | $ 0 |
Granted at Fair Value | ||
Exercised | ||
Canceled/Forfeited | ||
Ending balance | $ 489,475 | $ 0 |
Number of Options Exercisable | ||
Beginning balance (in shares) | 21,187 | 18,665 |
Granted at Fair Value (in shares) | ||
Exercised (in shares) | ||
Canceled/Forfeited (in shares) | ||
Ending balance (in shares) | 44,827 | 21,187 |
Weighted Average Fair Value At Date of Grant | ||
Beginning balance (in dollars per share) | $ 13.16 | $ 13.59 |
Granted at Fair Value (in dollars per share) | ||
Exercised (in dollars per share) | ||
Canceled/Forfeited (in dollars per share) | ||
Ending balance (in dollars per share) | $ 13.49 | $ 13.16 |
Stock Options - Narrative (Deta
Stock Options - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock in exchange for services | $ 312,351 | $ 86,733 |
Award vesting period | 36 months |
Stock Options - Fair Value Assu
Stock Options - Fair Value Assumptions (Details) - Non-Qualified Stock Options | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of option | 10 years | 3 years |
Risk free interest rates | 2.18% | 1.12% |
Estimated volatility | 972.10% | 593.30% |
Dividend yield | 0.00% | 0.00% |
Stock Options - Summary of Info
Stock Options - Summary of Information About Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options (in shares) | 223,556 | 27,766 | |
Non-Qualified Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options (in shares) | 223,556 | 27,766 | 37,636 |
Weighted Average Exercise Price (in dollars per share) | $ 2.62 | $ 12.47 | $ 12.01 |
Number Exercisable (in shares) | 44,827 | 21,187 | 18,665 |
$1.52- $13.30 | Non-Qualified Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | $ 1.52 | ||
Exercise price range, upper limit (in dollars per share) | $ 13.3 | ||
Stock options (in shares) | 223,556 | ||
Weighted Average Remaining Contractual Life (Years) | 9 years 15 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 2.62 | ||
Aggregate Intrinsic Value | $ 489,475 | ||
Number Exercisable (in shares) | 44,827 | ||
Weighted Average Exercise Price of Exercisable Options (in dollars per share) | $ 13.49 | ||
Aggregate Intrinsic Value | $ 54,386 | ||
$10.26-$38.00 | Non-Qualified Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, lower limit (in dollars per share) | $ 10.26 | ||
Exercise price range, upper limit (in dollars per share) | $ 38 | ||
Stock options (in shares) | 27,766 | ||
Weighted Average Remaining Contractual Life (Years) | 5 years 3 months | ||
Weighted Average Exercise Price (in dollars per share) | $ 12.47 | ||
Aggregate Intrinsic Value | $ 0 | ||
Number Exercisable (in shares) | 21,187 | ||
Weighted Average Exercise Price of Exercisable Options (in dollars per share) | $ 13.16 | ||
Aggregate Intrinsic Value | $ 0 |
Stock Options - Summary of Non-
Stock Options - Summary of Non-Vested Stock Options Activity (Details) - Non-Qualified Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Non-vested beginning balance (in shares) | 6,579 | |
Granted (in shares) | 197,369 | 0 |
Vested (in shares) | (25,220) | |
Forfeited (in shares) | 0 | |
Non-vested ending balance (in shares) | 178,728 | 6,579 |
Weighted Average Grant Date Fair Value | ||
Non-vested beginning balance (in dollars per share) | $ 10.26 | |
Granted (in dollars per share) | 1.52 | |
Vested (in dollars per share) | 2.66 | |
Forfeited (in dollars per share) | 0 | |
Non-vested ending balance (in dollars per share) | $ 1.68 | $ 10.26 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 30,000 | $ 30,000 |
Future minimum lease payments due | $ 0 | $ 0 |
Commitments and Contingencies58
Commitments and Contingencies - Litigation (Details) | Dec. 09, 2016USD ($) | Mar. 22, 2016USD ($) | Dec. 09, 2010USD ($) | Jul. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 06, 2016well | May 07, 2012USD ($) | Jan. 19, 2010producing_well | Apr. 30, 2008well |
Oz Gas Corporation v. Remuda Operating Company, et al. v. Victory Energy Corporation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of oil wells subject to litigation | well | 2 | ||||||||||
Ownership percentage in well | 50.00% | ||||||||||
Litigation settlement outstanding | $ 140,000 | $ 65,000 | |||||||||
Payments received from legal settlement | 14,000 | ||||||||||
Monthly payments received from litigation settlement | $ 7,500 | ||||||||||
Victory v. Jim Dial, et al. | Pending Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of oil wells subject to litigation | producing_well | 6 | ||||||||||
Litigation settlement, amount awarded from other party | $ 17,183,987 | ||||||||||
Aurora Energy Partners and Victory Energy Corporation v. Crooked Oaks | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Agreed upon selling price of property, plant, and equipment | $ 400,000 | ||||||||||
Proceeds from sale of property, plant, and equipment | $ 200,000 | ||||||||||
Divestiture of business, receivable, past due | $ 200,000 | ||||||||||
Trilogy Operating, Inc. v. Aurora Energy Partners | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of oil wells subject to litigation | well | 7 | ||||||||||
TELA Garwood v. Aurora Energy Partners and Victory Energy Corporation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Payments to acquire working interest | $ 3,050,133 | ||||||||||
Litigation settlement, amount awarded to other party | $ 320,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 21, 2017 | Feb. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 11, 2017 | Aug. 20, 2017 |
Related Party Transaction [Line Items] | ||||||
Accrued liabilities - related parties | $ 0 | $ 1,489,973 | ||||
Affiliated Entity | Insider Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, related parties | $ 35,000 | |||||
General Counsel and Director | Legal Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued liabilities - related parties | 0 | 503,377 | ||||
Navitus | Temporary Capital Advances | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 130,000 | |||||
Visionary Private Equity Group I, LP | Securities Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, face amount | $ 320,000 | |||||
Debt instrument, stated interest rate | 12.00% | |||||
McCall Law Firm | Affiliated Entity | McCall Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, related parties | $ 380,323 | |||||
Navitus | Affiliated Entity | Aurora Divestiture | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of shares (in shares) | 4,382,872 | |||||
Navitus | Corporate Joint Venture | Navitus Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, related parties | $ 520,800 | |||||
Ron Zamber | Affiliated Entity | Insider Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 1,889.1560233248899 | |||||
Rim Rubin Hill | Affiliated Entity | Insider Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 2,518.8746977665201 | |||||
Visionary Private Equity Group I, LP | Affiliated Entity | VPEG Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, related parties | $ 873,409.64 | |||||
Visionary Private Equity Group I, LP | Affiliated Entity | Loan Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, related parties | 550,000 | |||||
Debt instrument, face amount | 500,000 | |||||
Debt discount | $ 50,000 | |||||
Visionary Private Equity Group I, LP | Investor | Loan Agreement Amendment | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, related parties | $ 896,500 | $ 621,500 | ||||
Debt instrument, face amount | 565,000 | |||||
Debt discount | $ 56,500 | |||||
Series D Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock redeemed (in shares) | 1,667 | |||||
Issuance of shares (in shares) | 20,000 | |||||
Series D Preferred Stock | McCall Law Firm | Affiliated Entity | McCall Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 20,000 | |||||
Series C Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of shares (in shares) | 180,000 | |||||
Series C Preferred Stock | Affiliated Entity | Insider Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 4,408.03072109141 | |||||
Series C Preferred Stock | Navitus | Corporate Joint Venture | Navitus Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 65,591.4971298402 | |||||
Series C Preferred Stock | Ron Zamber | Affiliated Entity | Navitus Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 46,699.9368965913 | |||||
Series C Preferred Stock | Greg Johnson | Affiliated Entity | Navitus Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 18,891.5602332489 | |||||
Series C Preferred Stock | Visionary Private Equity Group I, LP | Affiliated Entity | VPEG Settlement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted into shares (in shares) | 110,000.472149068 | |||||
Convertible Common Stock | Visionary Private Equity Group I, LP | Securities Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued (in shares) | 136,928 | |||||
Warrant exercise price (in dollars per share) | $ 3.5074 | |||||
Subsidiaries | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% | ||||
Subsidiaries | Navitus | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 50.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Thousands | Jan. 24, 2018 | Jan. 17, 2018 | Mar. 21, 2018 |
Subsequent Event [Line Items] | |||
Proceeds from loans | $ 432 | ||
Cash contributions | $ 55 | ||
Common Stock | |||
Subsequent Event [Line Items] | |||
Issuance of common stock (shares) | 940,272 | ||
Investor | Issue of Warrants | Visionary Private Equity Group I, LP | |||
Subsequent Event [Line Items] | |||
Term of warrant | 5 years | ||
Exercise price of warrant (in dollars per share) | $ 1.52 |