Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | INFINITY ENERGY RESOURCES, INC | |
Entity Central Index Key | 822,746 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,866,938 | |
Trading Symbol | IFNY | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 2,301 | $ 13,664 |
Prepaid expenses | 22,863 | 23,046 |
Total current assets | 25,164 | 36,710 |
Oil and gas properties, using full cost accounting, net of accumulated depreciation, depletion and amortization - Unproved | 9,655,882 | 9,628,098 |
Total assets | 9,681,046 | 9,664,808 |
Current liabilities: | ||
Accounts payable | 5,924,726 | 5,960,225 |
Accrued liabilities (including $794,280 due to related party at June 30, 2015 and $788,520 at December 31, 2014) | 2,491,444 | 2,484,238 |
Income tax liability | 150,000 | 150,000 |
Accrued interest and fees – bank and other | 349,549 | 341,748 |
Asset retirement obligations | 1,716,003 | $ 1,716,003 |
Secured convertible note payable-current | 105,000 | |
Line-of-credit with related party | 61,225 | $ 33,807 |
Notes payable-short term, net of discounts of $145,391 and $284,245 at June 30, 2015 and December 31, 2014, respectively | 854,609 | 1,340,755 |
Total current liabilities | 11,652,556 | $ 12,026,776 |
Secured convertible note payable-long term | 513,100 | |
Derivative liabilities | 7,135,145 | $ 701,214 |
Total long-term liabilities | $ 7,648,245 | $ 701,214 |
Redeemable, convertible preferred stock, par value $.0001, 6% cumulative dividend, authorized 10,000,000 shares: | ||
Total redeemable, convertible preferred stock | ||
Stockholders’ deficit: | ||
Common stock, par value $.0001, authorized 75,000,000 shares, issued and outstanding 26,866,938 and 25,559,678 shares at June 30, 2015 and December 31, 2014, respectively | $ 2,687 | $ 2,556 |
Additional paid-in capital | 108,571,909 | 107,239,985 |
Accumulated deficit | (118,194,351) | (110,305,723) |
Total stockholders’ deficit | (9,619,755) | (3,063,182) |
Total liabilities and stockholders’ deficit | $ 9,681,046 | $ 9,664,808 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Redeemable, convertible preferred stock, par value $.0001, 6% cumulative dividend, authorized 10,000,000 shares: | ||
Series A, -0- shares issued and outstanding at June 30, 2015 and December 31, 2014 | 0 | 0 |
Series B, -0- shares issued and outstanding at June 30, 2015 and December 31, 2014 | 0 | 0 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Redeemable, convertible preferred stock, par value $.0001, 6% cumulative dividend, authorized 10,000,000 shares: | ||
Series A, -0- shares issued and outstanding at June 30, 2015 and December 31, 2014 | 0 | 0 |
Series B, -0- shares issued and outstanding at June 30, 2015 and December 31, 2014 | 0 | 0 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Due to related party | $ 794,280 | $ 794,280 |
Short term note payable, net of discount | $ 145,391 | $ 284,245 |
Redeemable, convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable, convertible preferred stock, authorized | 10,000,000 | 10,000,000 |
Cumulative dividends | 6.00% | 6.00% |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 26,866,938 | 25,559,678 |
Common stock, outstanding | 26,866,938 | 25,559,678 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Cumulative dividends | 6.00% | 6.00% |
Convertible preferred stock par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Redeemable, convertible Preferred stock, issued | 0 | 0 |
Redeemable, convertible Preferred stock, outstanding | 0 | 0 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Cumulative dividends | 6.00% | 6.00% |
Convertible preferred stock par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Redeemable, convertible Preferred stock, issued | 0 | 0 |
Redeemable, convertible Preferred stock, outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating expenses: | ||||
Stock-based compensation | $ 42,612 | $ 202,005 | $ 100,972 | $ 761,967 |
General and administrative expenses | $ 122,310 | 200,309 | $ 228,179 | 341,683 |
Gain on settlement of litigation | (179,877) | (179,877) | ||
Total operating expenses | $ 164,922 | 222,437 | $ 329,151 | 923,773 |
Operating loss | (164,922) | (222,437) | (329,151) | (923,773) |
Other income (expense): | ||||
Interest expense | (124,221) | $ (644,736) | (697,304) | $ (1,890,871) |
Secured convertible note payable issuance costs | (1,302,629) | (1,302,629) | ||
Change in fair value of secured convertible note payable | (168,100) | (168,100) | ||
Issuance of warrant derivative in connection with secured convertible note | (8,034,007) | (8,034,007) | ||
Change in derivative fair value | 2,202,839 | $ 242,103 | 226,977 | $ 226,977 |
Other income | 3,440 | 174,457 | 72,835 | |
Total other income (expense) | (7,422,678) | $ (402,633) | (7,559,477) | (1,591,059) |
Loss before income taxes | $ (7,587,600) | $ (625,070) | $ (7,888,628) | $ (2,514,832) |
Income tax expense (benefit) | ||||
Net loss | $ (7,587,600) | $ (625,070) | $ (7,888,628) | $ (2,514,832) |
Accrual of 6% dividend payable on Series B redeemable, convertible preferred stock | (25,527) | |||
Loss applicable to common shareholders | $ (7,587,600) | $ (625,070) | $ (7,888,628) | $ (2,540,359) |
Basic and diluted net loss per share: | ||||
Basic | $ (0.28) | $ (0.02) | $ (0.30) | $ (0.10) |
Diluted | $ (0.28) | $ (0.02) | $ (0.30) | $ (0.10) |
Weighted average shares outstanding – basic and diluted | 26,784,716 | 25,497,456 | 26,410,710 | 25,343,089 |
Condensed Statements of Operat5
Condensed Statements of Operations (Unaudited) (Parenthetical) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||
Percentage of convertible preferred stock dividends payable | 6.00% | 6.00% |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 2,556 | $ 107,239,985 | $ (110,305,723) | $ (3,063,182) |
Balance, shares at Dec. 31, 2014 | 25,559,678 | |||
Stock based compensation | 100,972 | 100,972 | ||
Common stock purchase warrants issued for debt issuance costs | 243,604 | 243,604 | ||
Transition of derivative warrant liability to equity | 329,849 | 329,849 | ||
Common stock issued for extension of note payable | $ 20 | 103,980 | 104,000 | |
Common stock issued for extension of note payable, shares | 200,000 | |||
Conversion of line-of-credit to common stock | $ 10 | 49,990 | $ 50,000 | |
Conversion of line-of-credit to common stock, shares | 100,000 | 100,000 | ||
Conversion of note payables and accrued interest to common stock | $ 101 | $ 503,529 | $ 503,630 | |
Conversion of note payables and accrued interest to common stock, shares | 1,007,260 | |||
Net loss | $ (7,888,628) | (7,888,628) | ||
Balance at Jun. 30, 2015 | $ 2,687 | $ 108,571,909 | $ (118,194,351) | $ (9,619,755) |
Balance, shares at Jun. 30, 2015 | 26,866,938 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (7,888,628) | $ (2,514,832) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 100,972 | 761,967 |
Change in fair value of derivative liability | (226,977) | $ (226,977) |
Change in fair value of secured convertible note | 168,100 | |
Amortization of debt discount | $ 600,836 | $ 1,780,851 |
Gain on settlement of litigation | $ (179,877) | |
Issuance of warrant derivative in connection with senior convertible note | $ 8,034,007 | |
Warrant derivative issued for secured convertible note payable issuance costs | 1,302,629 | |
Change in operating assets and liabilities: | ||
Decrease in prepaid expenses | 12,483 | |
Increase (decrease) in accounts payable and accrued liabilities | 8,138 | $ 239,665 |
Net cash used in operating activities | (129,569) | (139,203) |
Cash flows from investing activities: | ||
Investment in oil and gas properties | (27,784) | (185,622) |
Net cash used in investing activities | $ (27,784) | (185,622) |
Cash flows from financing activities: | ||
Proceeds from debt and subordinated note payable | 485,000 | |
Repayment of notes payable | $ (150,000) | $ (10,000) |
Proceeds from issuance of secured convertible notes payable | 450,000 | |
Net borrowings (repayments) on line-of-credit | 77,418 | $ (61,838) |
Secured convertible note payable issuance costs | (231,428) | |
Net cash provided by financing activities | 145,990 | $ 413,162 |
Net increase (decrease) in cash and cash equivalents | (11,363) | 88,337 |
Cash and cash equivalents: | ||
Beginning | 13,664 | 74 |
End | $ 2,301 | $ 88,411 |
Supplemental cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental noncash disclosures: | ||
Conversion of note payables and accrued interest to common stock | $ 503,630 | |
Conversion of line-of-credit to common stock | 50,000 | |
Discount from warrant derivative issued in connection with notes payable | 126,677 | $ 580,056 |
Issuance of common stock purchase warrants for debt issuance costs | 207,952 | $ 477,194 |
Issuance of common stock for extension of note payable | 104,000 | |
Transition of derivative liability to equity | $ 329,849 | |
Series B Preferred shares and related accrued dividends satisfied by issuance of common shares | $ 1,681,749 | |
Issuance of revenue sharing interest in Nicaragua Concession to note holder | 482,369 | |
Issuance of common stock in settlement of litigation | 115,000 | |
Preferred dividends accrued | $ 25,527 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | Note 1 Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Information Infinity Energy Resources, Inc. (collectively, we, ours, us, Infinity or the Company) has prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, statements of operations, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2015 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with the audited financial statements and accompanying notes in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K, filed with the SEC. Nature of Operations The Company is engaged in the exploration of potential oil and gas resources in the Perlas and Tyra concession blocks offshore Nicaragua in the Caribbean Sea (the Nicaraguan Concessions or Concessions) which contains a total of approximately 1.4 million acres. The Company sold its wholly-owned subsidiary Infinity Oil and Gas of Texas, Inc. in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc., was administratively dissolved in 2009. The Company has been actively pursuing exploration and development of the Nicaraguan Concessions, which represents its principal asset and only exploration and development project. On March 5, 2009 Infinity signed the contracts relating to its Nicaraguan Concessions. Infinity has been conducting activities to develop geological information from the processing and evaluation of newly acquired and existing 2-D seismic data that was acquired for the Nicaraguan Concessions. Infinity has been conducting activities to develop geological information from the processing and evaluation of newly acquired and existing 2-D seismic data that was acquired for the Nicaraguan Concessions. The Company has identified multiple sites for exploratory drilling and is planning the initial exploratory well on the Perlas Block in order to determine the existence of commercial hydrocarbon reserves, subject to receipt from the Nicaraguan government of authorizations for the drilling of up to five wells. In order to meet its obligations under the Perlas Block of the Nicaraguan Concession, the Company has to drill its initial exploratory well during 2016 or risk being in default and losing its rights under the Nicaraguan Concessions. The work plan on the Tyra block now requires the Company to shoot additional seismic prior to the commencement of exploratory drilling. The Company is negotiating with the Nicaraguan government to seek the waiver of the additional seismic mapping on the Tyra Block so that it can proceed with exploratory drilling. There can be no assurance whether it will be able to obtain such waiver of the requirement. On May 7, 2015 the Company completed the private placement (the Private Placement) of a $12.0 million principal amount Senior Secured Convertible Note (the Note) and a Warrant to purchase 18,000,000 shares of the Companys common stock (the Warrant) with an institutional investor (the Investor). At the closing, the Investor acquired the Note by paying $450,000 in cash and issuing a promissory note, secured by cash, with a principal amount of $9,550,000 (the Investor Note). Assuming all amounts payable to the Company under the Investor Note are paid, the private placement will result in gross proceeds of $10.0 million before placement agent fees and other expenses associated with the transaction, subject to the satisfaction of certain conditions. The Company will receive the remaining cash proceeds upon each voluntary or mandatory prepayment of the Investor Note. The Investor may, at its option and at any time, voluntarily prepay the Investor Note, in whole or in part. The Investor must prepay the Investor Note, in whole or in part, upon the occurrence of one or more mandatory prepayment events. These include (i) the investors conversion of the Note into shares of common stock upon which the investor will be required to prepay the Investor Note, on a dollar-for-dollar basis, for each subsequent conversion of the Note and (ii) the Companys delivering a mandatory prepayment notice to the investor after it has received governmental authorizations from the Nicaraguan authorities necessary to commence drilling on at least five sites within the Concessions, among other conditions. The Note matures on the three-year anniversary of its issuance, bears interest at 8% per annum, and is convertible at any time at the option of the holder into shares of the Companys common stock at $0.50 per share (the Conversion Price). As a part of the private placement, the Company issued a Warrant to the investor giving it the right to purchase up to an aggregate of 18,000,000 shares of the Companys common stock at an exercise price of $0.50 per share. The Warrant is exercisable commencing six months from the date of issuance for a period of seven years from the date of issuance. The Note ranks senior to the Companys existing and future indebtedness and is secured by all of the assets of the Company, excluding the Concessions. In addition, the Company continues to seek offers from industry operators and other third parties for interests in the acreage in the Nicaraguan Concessions in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Going Concern As reflected in the accompanying statements of operations, the Company has had a history of losses. In addition, the Company has a significant working capital deficit and is currently experiencing substantial liquidity issues. The Company has relied on raising debt and equity capital in recent years in order to fund its ongoing maintenance/expenditure obligations under the Nicaraguan Concession, for its day-to-day operations and its corporate overhead since it has generated no operating revenues or cash flows in recent history. Currently, the Company is in technical default of the Nicaraguan Concession because it has not provided the required letters of credit to the Nicaraguan Government, which total $1,356,227 for the Perlas block and $278,450 for the Tyra block. In addition, the Company was delinquent in the payment of approximately $155,500 in annual maintenance payments required by the Nicaraguan Concession, but it made such payments in early May 2015. The Company is in negotiations with the Nicaraguan Government and its lenders to renew the letters of credit, although there is no assurance that it will be successful in that regard. If the Company does not receive the funding anticipated under its Private Placement, it must raise substantial amounts of debt and equity capital from other sources in the immediate future in order to fund: (1) the required letters of credit to the Nicaraguan Government; (2) the drilling of at least one exploratory well on the Perlas Block of the Nicaraguan Concessions during 2016; (3) the shooting of additional seismic on the Tyra Block of the Nicaraguan Concessions should it be unable to negotiate a waiver of such requirement from the Nicaraguan government (4) the payment of normal day-to-day operations and corporate overhead and (5) the payment of outstanding debt and other financial obligations as they become due. These are substantial operational and financial issues that must be successfully mitigated during 2015 or the Companys ability to satisfy the conditions necessary to maintain its Nicaragua Concessions will be in significant doubt. The Company is actively seeking new outside sources of debt and equity capital in addition to the May 2015 Private Placement in order to fund the substantial needs enumerated above, however, there can be no assurance that we will be able to obtain such capital or obtain it on favorable terms or within the timeframe necessary to cure the technical defaults existing on the Nicaraguan Concessions or to meet its ongoing requirements relative to drilling the exploratory wells. Due to the uncertainties related to these matters, there exists substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Significant estimates with regard to the financial statements include the estimated carrying value of unproved properties, the estimated fair value of derivative liabilities, stock-based awards and overriding royalty interests, and the realization of deferred tax assets. Fair Value of Financial Instruments The carrying values of the Companys accounts receivable, accounts payable and accrued liabilities and short term notes represent the estimated fair value due to the short-term nature of the accounts. The carrying value of the Companys debt under its line-of-credit with related party represents its estimated fair value due to its short-term nature, its rate of interest, associated fees and expenses and initially recorded discount. In accordance with ASC Topic 820 Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 Quoted prices in active markets for identical assets and liabilities. ● Level 2 Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). ● Level 3 Significant unobservable inputs (including the Companys own assumptions in determining the fair value. The estimated fair value of the Companys Note and various derivative liabilities, which are related to detachable warrants issued in connection with various notes payable, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Companys common stock, interest rates, the probability of both the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the warrant agreement terms and non-performance risk factors, among other items . The fair values for the warrant derivatives as of June 30, 2015 and December 31, 2014 were classified under the fair value hierarchy as Level 3. The following table represents the Companys hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014: June 30, 2015 Level 1 Level 2 Level 3 Total Liabilities: Senior Secured Convertible Note payable $ $ $ 618,100 $ 618,100 Derivative liabilities 7,135,145 7,135,145 $ $ $ 7,753,245 $ 7,753,245 December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ $ $ 701,214 $ 701,214 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the three months ended June 30, 2015 and 2014. Reclassifications Certain amounts in the prior period were reclassified to conform with the current periods financial statement presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit. |
Senior Secured Convertible Note
Senior Secured Convertible Note Payable | 6 Months Ended |
Jun. 30, 2015 | |
Senior Secured Convertible Note Payable | |
Senior Secured Convertible Note Payable | Note 2 Senior Secured Convertible Note Payable Senior Secured Convertible Note (the Note) payable consists of the following at June 30, 2015 and May 7, 2015 (origination date): June 30, 2015 May 7, 2015 Origination date Senior secured convertible note payable, at par value $ 12,000,000 $ 12,000,000 Investor note-unfunded portion (9,550,000 ) (9,550,000 ) Original issue discount (2,000,000 ) (2,000,000 ) 450,000 450,000 Fair value adjustments 168,100 232,400 Secured convertible note payable, at fair value 618,100 682,400 Less: Current maturities (105,000 ) (90,000 ) Secured convertible note payable, long-term $ 513,400 $ 592,400 On May 7, 2015, the Company completed the Private Placement of a $12.0 million Note and Warrant to purchase 18,000,000 shares of the Companys common stock, $0.0001 par value. The placement agent for the Company in the transaction will receive a fee of 6% of cash proceeds, or $600,000, if and when the Company receives the full cash proceeds. It received $27,000 of such amount at the closing. In addition, the placement agent was granted a warrant to purchase 2,400,000 shares of common stock at $0.50 per share, which warrant is immediately exercisable. The Note and Warrant were issued pursuant to a Securities Purchase Agreement, dated May 7, 2015, by and between the Company and the Investor. The Private Placement was made pursuant to an exemption from registration under such Act. At the closing, the Investor acquired the Note by paying $450,000 in cash and issuing a secured promissory note, secured by cash, with an aggregate initial principal amount of $9,550,000 (the Investor Note). Assuming all amounts payable to the Company under the Investor Note are paid without any offset or default, the Private Placement will result in gross proceeds of $10.0 million before placement agent fees and other expenses associated with the transaction, subject to the satisfaction of certain conditions. The Company used the proceeds from this offering to retire certain outstanding obligations, including the 2015 area and training fees relating to its Nicaraguan Concessions, and to provide working capital. The Company will receive the remaining cash proceeds upon each voluntary or mandatory prepayment of the Investor Note. An Investor may, at its option and at any time, voluntarily prepay the Investor Note, in whole or in part. The Investor Note is also subject to mandatory prepayment, in whole or in part, upon the occurrence of one or more of the following mandatory prepayment events: (1) Mandatory Prepayment upon Conversion (2) Mandatory Prepayment upon Mandatory Prepayment Notices The Investor Note also contains certain offset rights, which if executed, would reduce the amount outstanding under the Note and the Investor Note and the cash proceeds received by the Company. Description of the Note The Note ranks senior to the Companys existing and future indebtedness and is secured by all of the assets of the Company, excluding the Nicaraguan Concessions, and to the extent and as provided in the related security documents. The Note is convertible at any time at the option of the holder into shares of the Companys common stock at $0.50 per share (the Conversion Price). The Note matures on the three-year anniversary of the issuance date thereof. If the Company issues or sells shares of its common stock, rights to purchase shares of its common stock, or securities convertible into shares of its common stock for a price per share that is less than the Conversion Price then in effect, the then current Conversion Price will be decreased to equal such lower price. The foregoing adjustments to the Conversion Price for future stock issues will not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans. In addition, the Conversion Price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. On the first business day of each month beginning on the earlier of the (i) effectiveness of a registration statement the Company files to register the shares of common stock issuable upon conversion of the Note or exercise of the Warrant, as defined below, or (ii) sixth month following the date of the Note through and including the maturity date (the Installment Dates), the Company will pay to the Note holder an amount equal to (i) one-thirtieth (1/30th) of the original principal amount of the Note (or the principal outstanding on the Installment Date, if less) plus (ii) the accrued and unpaid interest with respect to such principal plus (iii) the accrued and unpaid late charges (if any) with respect to such principal and interest. The Investor has the ability to defer or accelerate such monthly payments in its sole discretion. Prior to the maturity date, the Note will bear interest at 8% per annum (or 18% per annum during an event of default) with interest payable in cash or in shares of Common Stock monthly in arrears on the first business day of each calendar month following the issuance date. Each monthly payment may be made in cash, in shares of the Companys common stock, or in a combination of cash and shares of its common stock. The Companys ability to make such payments with shares of its common stock will be subject to various equity conditions, including the existence of an effective registration statement covering the resale of the shares issued in payment (or, in the alternative, the eligibility of the shares issuable pursuant to the Note and the Warrant, as defined below, for sale without restriction under Rule 144 and without the need for the Company to remain current with its public filing obligations) and certain minimum trading price and trading volume. Such shares will be valued, as of the date on which notice is given by the Company that payment will be made in shares, at the lower of (1) the then applicable Conversion Price and (2) a price that is 80.0% of the arithmetic average of the three lowest weighted average prices of the Companys common stock during the twenty-trading day period ending two trading days before the applicable determination date (the Measurement Period). If the Company elects to pay such monthly payment in shares of the Companys stock it is required to pre-deliver shares of the Companys common stock and is required to deliver additional shares, if any, to a true-up such number of shares to the number of shares required to be delivered on the applicable Installment Date pursuant to the calculation above. At any time after the issuance date, the Company will have the right to redeem all or any portion of the outstanding principal balance of the Note plus all accrued but unpaid interest and any other charges at a price equal to 125% of such amount provided that (i) the arithmetic average of the closing sale price of the common stock for any twenty (20) consecutive Trading Days equals or exceeds 200% of the Conversion Price and (ii) among other conditions, there is an effective registration statement covering the resale of the shares issued in payment or, in the alternative, the eligibility of the shares issuable pursuant to the Note and the Warrant for sale without restriction under Rule 144 and without the need for the Company to remain current with its public filing obligations. The Investor has the right to convert any or all of the amount to be redeemed into common stock prior to redemption. Upon the occurrence of an event of default under the Note, the Investor may, so long as the event of default is continuing, require the Company to redeem all or a portion of its Note. Each portion of the Note subject to such redemption must be redeemed by the Company, in cash, at a price equal to the greater of (1) 125% of the amount being redeemed, including principal, accrued and unpaid interest, and accrued and unpaid late charges, and (2) the product of (I) the amount being redeemed and (II) the quotient determined by dividing (A) the greatest closing sale price of the shares of common stock during the period beginning on the date immediately preceding the event of default and ending on the date the holder delivers a redemption notice to the Company, by (B) the lowest Conversion Price in effect during such period. Subject to certain conditions, the Investor may also require the Company to redeem all or a portion of its Note in connection with a transaction that results in a Change of Control, as defined in the Note. The Company must redeem each portion of the Note subject to such redemption in cash at a price equal to the greater of (1) 125% of the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges), and (2) the product of (I) the amount being redeemed and (II) the quotient determined by dividing (A) the greatest closing sale price of the shares of common stock during the period beginning on the date immediately preceding the earlier to occur of (i) the consummation of the Change of Control and (ii) the public announcement of such Change of Control and ending on the date the holder delivers a redemption notice to the Company, by (B) the lowest Conversion Price in effect during such period. Description of the Warrant As a part of the Private Placement, the Company issued a Warrant to the Investor giving it the right to purchase up to an aggregate of 18,000,000 shares of the Companys common stock at an exercise price of $0.50 per share. The Warrant is exercisable commencing six months from the date of issuance and the exercise prices for the Warrant is subject to adjustment for certain events, such as stock splits and stock dividends. If the Company issues or sells shares of its common stock, rights to purchase shares of its common stock, or securities convertible into shares of its common stock for a price per share that is less than the exercise price then in effect, the exercise price of the Warrant will be decreased to equal such lesser price. Upon each such adjustment, the number of the shares of the Companys common stock issuable upon exercise of the Warrant will increase proportionately. The foregoing adjustments to the exercise price for future stock issues will not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans. In addition, the Conversion Price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. The Warrant will expire on the seventh (7th) anniversary of the date of issuance. 9.99% Restriction on Conversion of Note and Exercise of Warrant The Investor has no right to convert the Note or exercise the Warrant to the extent that such conversion or exercise would result in the Investor being the beneficial owner in excess of 9.99% of the Companys common stock. The Company is required to hold a meeting of its shareholders to approve increase the number of its authorized shares to meet its obligations under the Purchase Agreement to have reserved 200% of the shares issuable upon conversion of the Note and exercise of the Warrant. The Company has provided notice to its shareholders whereby it will hold its Annual Meeting of Shareholders on or about September 25, 2015 and thereby satisfy this requirement. Registration Rights Agreement In connection with the Private Placement, the Company and the Investor entered into a Registration Rights Agreement under which the Company is required, on or before 45 days after the closing of the Private Placement, to file a registration statement with the Securities and Exchange Commission (the SEC) covering the resale of 130% of the shares of the Companys common stock issuable pursuant to the Note and Warrant and to use its best efforts to have the registration declared effective as soon as practicable. The Company will be subject to certain monetary penalties, as set forth in the Registration Rights Agreement, if the registration statement is not filed or does not remain available for the resale (subject to certain allowable grace periods) of the Registrable Securities, as such term is defined in the Registration Rights Agreement. The Company filed the required registration Statement on Form S-1 on June 19, 2015 and is attempting to manage the process whereby it will be able to request the Securities and Exchange Commission to accelerate its effectiveness and thereby satisfy this requirement. Participation Rights If, during the period beginning on the closing date and ending on the four (4) year anniversary of the closing date, the Company offers, sells, grants any option to purchase, or otherwise disposes of any of its or its subsidiaries equity or equity equivalent securities (a Subsequent Placement), the Investor will have the right to participate for 50% of any such future Subsequent Placement. Description of the Financial Accounting and Reporting The Company elected to account for the Note on its fair value basis, therefore, the fair value of the Note, including its embedded conversion feature, were estimated together utilizing a binomial lattice model on its origination date and at June 30, 2015. Such assumptions included the following: Upon Issuance As of June 30, 2015 Volatility range 102.6 % 102.6 % Risk-free rate 1.00 % 1.00 % Contractual term 3.0 years 2.85 years Conversion price $ 0.50 $ 0.50 Par value of note $ 540,000 $ 540,000 Based upon the Companys election to account for the Note at fair value all related debt issuance expenses which totaled $1,302,629 (including $1,071,201 representing the value of the warrant issued to placement agent and $231,428 of other fees and expenses) was charged to non-operating expenses in May 2015. The Company received $450,000 of proceeds at the date of issuance and the fair market value of the secured convertible note was estimated to be $682,400 as of the issuance date and $618,100 at June 30, 2015. The net $168,100 change in fair market value of the note is included in change in fair value of secured notes payable in the accompanying statement of operations for the three and six months ended June 30, 2015. The Warrant issued to purchase 18,000,000 common shares in connection with the Note was treated as a derivative liability for accounting purposes due to its ratchet and anti-dilution provisions. Accordingly, the Company has estimated the fair value of the warrant derivative as of the issuance date of the secured convertible note was issued at $8,034,007 which has been charged to non-operating expense for the three and six months ended June 30, 2015. Changes in the fair value of the warrant derivative liabilities totaled $1,951,393 through June 30, 2015, which is included in changes in derivative fair value in the accompanying statement of operations for the three and six months ended June 30, 2015. The warrant issued to purchase 2,400,000 shares issued as part of the placement fee in connection with the Note was treated as a derivative liability for accounting purposes due to its ratchet and anti-dilution provisions. Accordingly, the Company has estimated the fair value of the warrant derivative as of the issuance date at $1,071,201 which is included in Note issuance costs for the three and six months ended June 30, 2015. Changes in the fair value of the warrant derivative liability totaled $260,186 through June 30, 2015, which is included in changes in derivative fair value in the accompanying statement of operations for the three and six months ended June 30, 2015. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Note 3 Debt Debt consists of the following at June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Line-of-credit with related party $ 61,225 $ 33,807 Notes payable, short term: Note payable, net of unamortized discount of $145,391 and $41,011, of June 30, 2015 and December 31, 2014 $ 854,609 $ 1,008,989 Note payable, net of unamortized discount of $-0- and $822, as of June 30, 2015 and December 31, 2014, respectively 24,178 Note payable, net of unamortized discount of $-0- and $27,712, as of June 30, 2015 and December 31, 2014, respectively 72,288 Notes payable, net of unamortized discount of $-0- and $175,248, as of June 30, 2015 and December 31, 2014, respectively 124,752 Notes payable, net of unamortized discount of $-0- and $39,452, as of June 30, 2015 and December 31, 2014, respectively 110,548 Total notes payable, short-term $ 854,609 $ 1,340,755 Line-of-Credit with Related Party The Company entered into a line-of-credit facility on September 23, 2013 that provides it with borrowing capacity on a revolving basis up to a maximum of $50,000, which was increased to $75,000 at June 30, 2015 with an initial maturity of November 23, 2013. The entity providing the credit facility is owned by an officer of another corporation for which Infinitys president and chairman of the board serves as president and chairman of the board. The facility is unsecured, bears interest at 8% per annum, and was renewed at its maturity in January 2014, April 2014, February 2015 and May 2015. Its current maturity date is May 28, 2015. In consideration for the origination of the line of credit facility and the various renewals, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 450,000 shares of common stock at an exercise price of $1.50 per share (as amended on January 23, 2014), which warrants were immediately exercisable and expired on various dates from September 23, 2018 to October 23, 2019 (as amended). The parties agreed as a condition to the renewal of the facility in January 2014 that all warrants would be extended to a five-year term and the exercise price reduced to $1.50 per share. The Company estimated the fair value of the warrants at $60,290 as of the original grant date in 2013, which amount was recorded as debt issuance costs and amortized to expense over the term of the line-of-credit. The Company estimated the fair value of the new warrants exercisable to purchase 400,000 shares issued to extend the facility during 2014 and the increased value of the amended warrants to be $603,966, which has been recorded as additional debt issuance costs and amortized to expense over the extended term of the facility. On February 28, 2015, the line-of-credit facility matured and the Company was unable to repay the principal and interest. The Company negotiated an extension to May 28, 2015 and granted the lender common stock purchase warrants exercisable to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.50 per share, which warrants were immediately exercisable and expire on February 28, 2020. The parties agreed as a condition to the renewal of the facility in February 2015 that all previously issued warrants to the lender totaling 890,625 shares would be extended to a five-year term and the exercise price reduced to $0.50 per share. The total value of the 100,000 newly issued warrants totaled $28,507 which is being amortized over the extension period. The increased value of the amended warrants totaled $149,517 which was immediately expensed. On March 26, 2015, the Company negotiated an additional amendment to the line-of-credit facility, which increased the maximum amount from $50,000 to $100,000. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.50 per share, which warrants were immediately exercisable and expire on March 26, 2020. The parties agreed as a condition to the amendment of the facility on March 26, 2015 that the line-of-credit will become convertible to common stock at an exchange rate of $0.50 per share. The total value of the 100,000 newly issued warrants totaled $30,288, which is being amortized over the extension period. On May 26, 2015, the Company negotiated an additional amendment to the line-of-credit facility, which decreased the maximum amount from $100,000 to $75,000 and extended its maturity date to August 28, 2015. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.50 per share, which warrants were immediately exercisable and expire on May 26, 2020. The parties agreed as a condition to the amendment of the facility on May 26, 2015 that the line-of-credit will be convertible to common stock at an exchange rate of $0.50 per share. The total value of the 100,000 newly issued warrants totaled $35,652, which is being amortized over the extension period. During the three months ended June 30, 2015 and 2014, a total of $59,250 and $112,243 of debt issuance costs were amortized (including amounts immediately expensed) to interest expense. During the six months ended June 30, 2015 and 2014, a total of $145,990 and $477,695 of debt issuance costs were amortized (including amounts immediately expensed) to interest expense and the remaining unamortized balance was $22,863 as of June 30, 2015. Effective March 31, 2015, the lender exercised its right to convert a portion of the outstanding line-of-credit principal balances totaling $50,000 into 100,000 shares of common stock at a price of $0.50 per share. Note Payable Short-term On December 27, 2013 the Company borrowed $1,050,000 under an unsecured credit facility with a private, third-party lender. The facility is represented by a promissory note (the December 2013 Note) with an original maturity date of March 12, 2014. The Company and the lender agreed to extend the maturity date of the Note to dates in May and December 2014, to April 7, 2015. Effective April 7, 2015 the Company and the lender agreed to further extend the maturity date of the Note from April 7, 2015 to the earlier of (i) April 7, 2016 or (ii) the payment in full of the Investor Note (the New Maturity Date). In connection with one of the extensions of the Note, the Company agreed to enter into a definitive revenue sharing agreement with the lender to grant the lender under the revenue sharing agreement an irrevocable right to receive a monthly payment equal to one half of one percent (1/2%) of the gross revenue derived from the share of all hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other oil and gas concessions that the Company and its affiliates may acquire in the future. This percent increased to one percent (1%) when the Company did not pay the Note in full by August 7, 2014. Therefore, the revenue sharing agreement is fixed at one percent (1%). The value of the one percent (1.0%) definitive revenue sharing agreement granted to the lender as consideration for the extension of the maturity date to December 7, 2014 was estimated to be $964,738. Such amount has been reflected as a reduction of oil and gas properties and as a discount on the renewed note payable and amortized ratably over the extended term of the note. In connection with the extension of the maturity date of the Note to the New Maturity Date, the Company (i) issued the lender 200,000 shares of restricted common stock; (ii) decreased the exercise price of the warrant to $0.50 per share and extended the term of the warrant to a period commencing on the New Maturity Date and expiring on the third anniversary of such date; and (iii) paid $50,000 toward amounts due under the Note. The Company issued no additional warrants to the lender in connection with the extension of the Note to the New Maturity Date. If the Company fails to pay the Note on or before its New Maturity Date, the number of shares issuable under the Warrant increases to 13,333,333 and the exercise price drops to $0.075 per share. All other terms of the warrant remain the same. The Note may be prepaid without penalty at any time. The Note is subordinated to all existing and future senior indebtedness, as such terms are defined in the Note. The Warrant has been treated as a derivative liability whereby the value of Warrant is estimated at the date of grant and recorded as a derivative liability and as a discount on the note payable. The warrant liability is revalued to fair value at each reporting date with the corresponding income (loss) reflected in the statement of operations as change in derivative liability. The discount is amortized ratably through the original maturity date and each of the extended maturity dates. The discount recorded as of the December 27, 2013 origination date of the note and the as a result of the amendments to the Note terms and extensions of the maturity date has been amortized ratably over the term and extended terms of the note. Discount amortization expense aggregated $30,284 and $285,472 for the three months ended June 30, 2015 and 2014, respectively. Discount amortization expense aggregated $68,336 and $1,086,026 for the six months ended June 30, 2015 and 2014, respectively and the remaining unamortized discount was $145,391 and $41,011 as of June 30, 2015 and December 31, 2014, respectively. Other than the Note described above, during the six months ended June 30, 2015 the Company had short-term notes outstanding with entities or individuals as follows: ● On January 7, 2014 the Company borrowed a total of $25,000 from an individual under a convertible note with a conversion price of $1.50 per share. The term of the note was for one year and it bears interest at 8% per annum. In connection with the loan, the Company issued the lender a warrant exercisable to purchase 25,000 shares of common stock at $1.50 per share for a term of five years from the date of the note. The terms of the note and warrant provide that if the note and interest are not paid in full by its maturity date, the conversion price of the note and exercise price of the warrant automatically reduce to $0.50 per share. The ratchet provision in the note conversion and warrant exercise price require that these be accounted for as derivative liabilities. The Company recorded the estimated fair value of the conversion feature and warrants totaling $37,323 as discounts on note payable and as a derivative liability in the same amount, as of the date of the note. On January 7, 2015, the Company and the holder agreed to extend the maturity date of the note to February 28, 2015 and in consideration the Company granted it an additional 25,000 warrants with an exercise price of $0.50 per share with a January 7, 2020 expiration date. The parties agreed as a condition to the renewal of the facility in January 2015 that all previously issued warrants to the lender totaling 150,000 shares would be extended to a five-year term and the exercise price reduced to $0.50 per share. The value of the newly issued warrants and the increased value of the amended warrants totaled $57,961 which was amortized over the extension terms. Interest expense for the three months ended June 30, 2015 and 2014 includes discount amortization in the amount of $-0- and $6,164, respectively. Interest expense for the six months ended June 30, 2015 and 2014 includes discount amortization in the amount of $32,961 and $24,172, and as of June 30, 2015 and December 31, 2014, the remaining unamortized discount was $-0- and $822, respectively. On February 28, 2015, the holder exercised its right to convert the full principal balance of $25,000 and accrued interest totaling $2,285 into 54,570 shares of common stock at a price of $0.50 per share. The Company paid the holder a fee of $2,729 in connection with the conversion of the note into common stock. ● On March 31, 2014 the Company borrowed a total of $100,000 from an entity under a convertible note with a conversion price of $1.50 per share. The term of the note was for a period of 180 days and it bears interest at 8% per annum. In connection with the loan, the Company issued the lender a warrant exercisable to purchase of 100,000 shares of common stock at $1.50 per share for a term of five years from the date of the note. On September 30, 2014, the parties agreed to extend the maturity date of the note to February 28, 2015, for which the Company granted an additional warrant exercisable to purchase 100,000 shares of common stock at an exercise price of $1.00 per share for a five-year term and reduced the exercise price of the previously issued warrants to $1.00 per share. The terms of the note and warrant provide that if the note and interest are not be paid in full by its maturity date, the conversion price of the note and the exercise price of the warrant automatically reduce to $0.50 per share. The ratchet provision in the note conversion and warrant exercise price required that the conversion feature and warrants be accounted for as derivative liabilities. The Company recorded the estimated fair value of the conversion feature and warrants totaling $143,502 as a discount on note payable and as a derivative liability in the same amount, on the origination date of the note. In addition, the fair value of the new warrants issued and changes to previously issued warrants at the date of the extension was estimated at $70,924, which was also recorded as a discount on the note and a derivative liability. The Company amortized the discount to interest ratably over the term of the note. Interest expense for the three months ended June 30, 2015 and 2014, respectively, includes discount amortization in the amount of $-0- and $43,502, respectively. The Company amortized the discount to interest ratably over the term of the note. Interest expense for the three months ended June 30, 2015 and 2014, respectively, includes discount amortization in the amount of $27,712 and $93,229, respectively and as of June 30, 2015 and December 31, 2014, the remaining unamortized discount was $-0- and $27,712. On February 28, 2015, the holder exercised its right to convert the full principal balance of $100,000 and accrued interest totaling $9,260 into 218,520 shares of common stock at a price of $0.50 per share. The parties agreed as a condition to the conversion in February 2015 that all previously issued warrants to the lender totaling 200,000 shares would be extended to a five-year term and the exercise price be reduced to $0.50 per share. The value of the warrant derivative was increased to the estimated value of $55,942 representing the amended terms of the previously issued warrants. The Company paid the holder a fee of $10,926 in connection with the conversion of the note into common stock. ● On April 4, 2014 and June 7, 2014 it borrowed a total of $250,000 from an entity under two convertible notes payable with a conversion price of $1.50 per share. The original terms of the April 4, 2014 and June 7, 2014 notes were for a period of 180 days and bore interest at 8% per annum. On November 19, 2014 it borrowed an additional $50,000 and renewed the previously notes to mature on February 28, 2015 and bearing interest at 8% per annum. In connection with the loans the Company issued the entity a warrant excisable to purchase 250,000 shares of common stock at $1.50 per share for a term of five years from the date of the notes. On November 19, 2014, the Company granted an additional 350,000 warrants with an exercise price of $1.00 per share and a five-year term and reduced the existing 250,000 warrants exercise price to $1.00 per share. The terms of the notes and warrants provide that if the notes and interest are not be paid in full by their respective maturity dates, the conversion price of the notes and the exercise price of the warrants automatically reduce to $0.50 per share. The ratchet provision contained in the note conversion and warrant exercise price required that these be accounted for as derivative liabilities. The Company recorded the estimated fair value of the conversion feature and warrants totaling $278,585 as a discount on note payable and as a derivative liability in the same amount, as of the date of the respective notes. In addition, the fair value of the new warrants issued and changes to previously issued warrants at the date of the extension was estimated at $436,366 which was also recorded as a discount on the note and a derivative liability. The Company amortized the discount to interest ratably over the term of the note. Interest expense for the three months ended June 30, 2015 and 2014 includes discount amortization in the amount of $175,248 and $99,633, respectively. Interest expense for the six months ended June 30, 2015 and 2014 includes discount amortization in the amount of $175,248 and $99,633, respectively and as of June 30, 2015, and December 31, 2014, the remaining unamortized discount was $-0- and $175,248, respectively. On February 28, 2015, the holder exercised its right to convert the partial principal balance of $200,000 and accrued interest totaling $17,085 into 317,490 shares of common stock at an exchange rate of $0.50 per share. The parties agreed that the remaining $100,000 principal balance will be paid in cash upon the Company closing on a new outside financing transaction which occurred in May 2015. The parties agreed as a condition to the conversion and the repayment of the $100,000 remaining principal balance on the note in February 2015 that all previously issued warrants to the lender totaling 600,000 shares would be extended to a five-year term and the exercise price be reduced to $0.50 per share. The value of the warrant derivative was increased to the estimated value of $152,751 representing the amended terms of the previously issued warrants. The Company paid the holder a fee of $21,709 in connection with the conversion of the note into common stock. ● On April 14, 2014 it borrowed a total of $100,000 from an entity under a convertible note payable with the conversion rate of $1.50 per share. The term of the note was for a period of 180 days and bore interest at 8% per annum. In connection with the loan, the Company issued the entity a warrant for the purchase of 100,000 shares of common stock at $1.50 per share for a period of five years from the date of the note. On October 2, 2014 it borrowed an additional $50,000 from this entity under a convertible notes payable with the conversion rate of $1.00 per share and extended the term of the original note payable to a maturity date of February 28, 2015. In connection with the issuance of the $50,000 note and the extension of the $100,000 note the Company issued 150,000 new warrants to acquire common stock at $1.00 per share for a term of five years and the reduction in exercise price of the original 100,000 warrants from $1.50 per share to $1.00 per share. The terms of the note and warrant provide that should the note and interest not be paid in full by its maturity date, the conversion price of the note and exercise price of the warrants automatically reduce to $0.50 per share. The ratchet provision in the note conversion and warrant exercise price required that these be accounted for as derivative liabilities. The Company recorded the estimated fair value of the conversion feature and warrants totaling $200,120 as a discount on note payable and as a derivative liability in the same amount, as of the date of the respective notes and the subsequent extension. Interest expense for the three months ended June 30, 2015 and 2014 includes discount amortization in the amount of $-0- and $47,597, respectively. Interest expense for the six months ended June 30, 2015 and 2014 includes discount amortization in the amount of $39,452 and $47,597, respectively and as of June 30, 2015 and December 31, 2014, the remaining unamortized discount was $-0- and $39,452, respectively. On February 28, 2015, the holder exercised its right to convert the full principal balance of $150,000 into 300,000 shares of common stock at a price of $0.50 per share. The parties agreed as a condition to the conversion in February 2015 that all previously issued warrants to the lender totaling 350,000 shares would be extended to a five-year term and the exercise price be reduced to $0.50 per share. The value of the warrant derivative was increased to the estimated value of $71,268 representing the amended terms of the previously issued warrants. The Company paid the holder a fee of $15,000 in connection with the conversion of the note into common stock. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Note 4 Common Stock On February 28, 2015, the Company issued a total of 1,007,260 shares of common stock to holders in exchange for notes payable with a principal balances aggregating $475,000 and accrued interest totaling $28,630. The note holders had exercised their conversion rights at an exchange rate of $0.50 per share. On March 31, 2015, the Company issued a total of 100,000 shares of common stock to the holder of the line-of-credit in exchange for a partial principal balance of $50,000. The lender had exercised their conversion right at an exchange rate of $0.50 per share. On May 8, 2015, the Company issued a lender 200,000 shares of restricted common stock valued at $104,000 (based on closing market price on the date of issuance) in connection with the extension of the maturity date of a note payable (See Note 3). The Company recorded the issuance of the common stock at its fair value with a corresponding increase in discount on the note to be amortized over the extended terms of the note. During 2014, the Company issued a total of 100,000 shares of common stock to an individual to settle outstanding litigation (See Note 9). The Company recorded the issuance of the 100,000 shares based upon the closing market price on the date of issuance and a corresponding credit to common stock and additional paid-in capital of $115,000. |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | Note 5 Stock Options The Company applies ASC 718, Stock Compensation In May 2006, the Companys stockholders approved the 2006 Equity Incentive Plan (the 2006 Plan), under which both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. An aggregate of 470,000 shares of the Companys common stock are reserved for issuance under the 2006 Plan. In June 2005, the Companys stockholders approved the 2005 Equity Incentive Plan (the 2005 Plan), under which both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. An aggregate of 475,000 shares of the Companys common stock are reserved for issuance under the 2005 Plan. Options granted under the 2005 Plan and 2006 Plan allow for the purchase of common stock at prices not less than the fair market value of such stock at the date of grant, become exercisable immediately or as directed by the Companys Board of Directors and generally expire ten years after the date of grant. The Company also has other equity incentive plans with terms similar to the 2005 and 2006 Plans. As of June 30, 2015, 136,500 shares were available for future grants under all plans. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility and expected dividends. These estimates involve inherent uncertainties and the application of management judgment. For purposes of estimating the expected term of options granted, the Company aggregates option recipients into groups that have similar option exercise behavioral traits. Expected volatilities used in the valuation model are based on the expected volatility that would be used by an independent market participant in the valuation of certain of the Companys warrants. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Companys forfeiture rate assumption used in determining its stock-based compensation expense is estimated based on historical data. The actual forfeiture rate could differ from these estimates. There were no stock options granted during the six months ended June 30, 2015. The following table summarizes stock option activity for the six months ended June 30, 2015: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2014 4,204,500 $ 3.89 6.3 years $ 90,335 Granted Exercised Forfeited (30,000 ) 8.50 Outstanding at June 30, 2015 4,174,500 $ 3.86 5.8 years $ 46,725 Outstanding and exercisable at June 30, 2015 3,854,500 $ 3.93 5.6 years $ 46,725 The Company recorded stock-based compensation expense in connection with the vesting of options granted aggregating $42,612 and $202,005 during the three months ended June 30, 2015 and 2014, respectively and $100,971 and $761,967 during the six months ended June 30, 2015 and 2014, respectively. The unrecognized compensation cost as of June 30, 2015 related to the unvested stock options as of that date was $98,773, which will be amortized over the next seven months. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 6 Derivative Instruments Derivatives Warrants Issued Relative to Note Payables The estimated fair value of the Companys derivative liabilities, all of which are related to the detachable warrants issued in connection with various notes payable and the secured convertible note, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Companys common stock, interest rates, the probability of both the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the note payable and warrant agreement terms (Note 2 and 3) and non-performance risk factors, among other items (ASC 820, Fair Value Measurements On May 7, 2015, the Company completed a Private Placement of a $12.0 million principal amount Note and Warrant to purchase 18,000,000 shares of the Companys common stock, $0.0001 par value. The detachable Warrant to purchase 18,000,000 shares of common stock is treated as a derivative liability in the accompanying financial statements at its estimated fair value. In addition, the placement agent for the Private Placement was granted a warrant to purchase 2,400,000 shares of common stock which is also treated as a derivative liability. A comparison of the assumptions used in calculating estimated fair value of such derivative liabilities at the issue date and as of June 30, 2015 is as follows: Upon Issuance As of June 30, 2015 Volatility range 119.2 % 104.6 % Risk-free rate 1.92 % 2.06 Contractual term 7.0 years 6.85 years Exercise price $ 0.50 $ 0.50 Number of warrants in aggregate 20,400,000 20,400,000 Based on such assumptions the estimated fair value of the Warrant issued in connection with the Note aggregated $8,034,007 as of the date of issuance which has been recorded as a non-operating expense in the three and six months ended June 30, 2015. The estimated fair value of the placement agent warrant issued in connection with the secured convertible note totaled $1,071,201which was expensed as a secured convertible note issuance cost in the three and six months ended June 30, 2015. In addition, the change in the estimated value of both warrants from their origination to June 30, 2015 represented a decrease of $2,211,578 which has been included in non-operating expenses together with other changes in derivative fair value of the other warrants described below. Other notes payable with a total principal balance of $475,000 were extinguished during the six months ended June 30, 2015. A comparison of the assumptions used in calculating estimated fair value of derivative liabilities at the issue date and as of the date of the transition from liability to equity during the six months ended June 30, 2015 is as follows: Upon Issuance As of date of transition to equity As of June 30, 2015 Volatility range 104 % 104 % 102 % Contractual term 5.0 years 5.0 years 3.1 years Exercise price $ 0.50 $ 0.50 $ 0.50 Number of warrants in aggregate 25,000 1,325,000 1,000,000 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Amount Balance at December 31, 2014 $ 701,214 Warrants issued in connection with the secured convertible note (expensed at issuance date)-Note 2 8,034,007 Warrants issued for the secured convertible note placement fee (expensed at issuance date)-Note 2 1,071,201 Warrants issued to originate or extend notes payable (recorded as discount on note payable) -Note 3 126,678 Unrealized derivative gains included in other expense (2,468,106 ) Transition of derivative liability to equity-Note 3 (329,849 ) Balance at June 30, 2015 $ 7,135,145 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Warrants | |
Warrants | Note 7 Warrants The following table summarizes warrant activity for the six months ended June 30, 2015: Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable at December 31, 2014 3,662,710 $ 1.59 Issued in conjunction with secured convertible note payable (Note 2) 18,000,000 0.50 Issued for secured convertible note payable placement fee (Note 2) 2,400,000 0.50 Issued in conjunction with notes payable (Note 3) 25,000 0.50 Issued in conjunction with line-of-credit (Note 3) 300,000 0.50 Exercised Outstanding and exercisable at June 30, 2015 24,387,710 $ 0.54 The weighted average term of all outstanding common stock purchase warrants was 6.4 years as of June 30, 2015. The intrinsic value of all outstanding common stock purchase warrants and the intrinsic value of all vested common stock purchase warrants was zero as of June 30, 2015. |
Supplemental Oil and Gas Inform
Supplemental Oil and Gas Information | 6 Months Ended |
Jun. 30, 2015 | |
Extractive Industries [Abstract] | |
Supplemental Oil and Gas Information | Note 8 Supplemental Oil and Gas Information Estimated Proved Oil and Gas Reserves (Unaudited) As of June 30, 2015 and December 31, 2014, the Company had no proved reserves. As such, there are no estimates of proved reserves to disclose, nor standardized measure of discounted future net cash flows relating to proved reserves. Costs Incurred in Oil and Gas Activities Costs incurred during the six months ended June 30, 2015 in connection with the Companys oil and gas acquisition, exploration and development activities are shown below. Six months ended June 30, 2015 Property acquisition costs: Proved $ - Unproved Total property acquisition costs - Development costs - Exploration costs 27,784 Total costs $ 27,784 Exploration costs during the six months ended June 30, 2015 primarily related to area concession fees to be paid to the Nicaraguan Government for 2015. Aggregate capitalized costs relating to the Companys oil and gas producing activities, and related accumulated depreciation, depletion and amortization are as follows: June 30, 2015 December 31, 2014 Proved oil and gas properties $ - $ - Unproved oil and gas properties 10,620,620 10,592,836 Total 10,620,620 10,592,836 Less amounts allocated to revenue sharing interest granted to Note holder for extension of maturity date (See Note 3) (964,738 ) (964,738 ) Less accumulated depreciation, depletion and amortization - - Net capitalized costs $ 9,655,882 $ 9,628,098 Costs Not Being Amortized Oil and gas property costs not being amortized at June 30, 2015, by year that the costs were incurred, are as follows: Year Ended December 31, 2015 (through June 30, 2015) $ 27,784 2014 115,622 2013 6,051,411 2012 581,723 2011 731,347 Prior 3,112,733 Total costs not being amortized $ 10,620,620 The above unevaluated costs relate to the Companys approximate 1,400,000 acre Nicaraguan Concessions. The Company anticipates that these unproved costs in the table above will be reclassified to proved costs within the next five years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 Commitments and Contingencies The Company has not maintained insurance coverage on its U.S domestic oil and gas properties for several years. The Company is not in compliance with Federal and State laws regarding the U.S. domestic oil and gas properties. The Companys known compliance issues relate to the Texas Railroad Commission regarding administrative filings and renewal permits relative to its Texas oil and gas properties that were sold in 2012. The ultimate resolution of these compliance issues could have a material adverse impact on the Companys financial statements. Nicaraguan Concessions The final approval of the EIA by the Nicaraguan government of our environmental impact study on April 13, 2013, began In accordance with the Concession agreements, we are required to provide the Ministry of Energy with letters of credit in the amounts of $1,356,227 for Perlas and $1,818,667 for Tyra, but have not done so. We made all required expenditures related to the Nicaraguan Concessions for the training fees, area fees and other expenditures and as area fees, for Tyra and Perlas for the years 2010 through May 2015, but will be required to pay such additional fees for the 2015/2016 period in March 2016 of approximately $155,000. We are negotiating the renewal and/or adjustment of the required letters of credit with the Nicaraguan Government. We plan to prepare the necessary information to submit the supplemental EIA in order to obtain the necessary authorizations to drill up to five locations in the Concessions. There can be no assurance that we will be successful any of the foregoing regards. Except for the foregoing items, we believe we are in full compliance with the terms of the Nicaraguan Concessions agreements. The Nicaraguan Government has yet to provide a waiver for the Tyra Block or grant the drilling permit on the Perlas Block. However assuming that it does provide the waiver and grant the drilling permit Infinity will be required to drill at least one exploratory well on the Perlas Block within one-year (estimated to be prior to May 2016). The minimum cash requirements to maintain and comply with the minimum work program as defined in the Nicaraguan Concessions for the next twelve month period will be approximately $5,500,000 for the Perlas Block, which includes all costs to prepare for and drill the initial exploratory well, and $280,000 for the Tyra Block (assuming the waiver is granted). In addition to the minimum cash requirements related to the Nicaraguan Concessions, the Company estimates that it will require approximately $330,000 of working capital to maintain corporate operations for the next 12 months The following charts set forth the minimum work programs required under for the Perlas and Tyra blocks comprising our Concessions in order for us to retain the Concessions. Minimum Work Program Perlas Block Perlas Exploration Minimum Work Commitment and Relinquishments Exploration Period (6 Years) Duration (Years) Work Commitment Relinquishment Irrevocable Guarantee Sub-Period1 2 - Environmental Impact Study - Acquisition & interpretation of 333km of new 2D seismic - Acquisition, processing & interpretation of 667km of new 2D seismic (or equivalent in 3D) 26km2 $ 443,100 Sub-Period 2 Optional 1 - Acquisition, processing & interpretation of 200km 2 53km2 $ 1,356,227 Sub-Period 3 Optional 1 - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is Shallower 80km2 $ 10,220,168 Sub-Period 4 Optional 2 - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower - Geochemical analysis All acreage except areas with discoveries $ 10,397,335 Minimum Work Program - Tyra Block Tyra Exploration Minimum Work Commitment and Relinquishments Exploration Period Duration (Years) Work Commitment Relinquishment Irrevocable Guarantee Sub-Period1 1.5 - Environmental Impact Study - Acquisition & interpretation of 667km of existing 2D seismic - Acquisition of 667km of new 2D seismic (or equivalent in 3D) 26km2 $ 408,450 Sub-Period 2 Optional 0.5 - Processing & interpretation of the 667km 2D seismic (or equivalent in 3D) acquired in the previous sub-period 40km2 $ 278,450 Sub-Period 3 Optional 2 - Acquisition, processing & interpretation of 250km 2 160km2 $ 1,818,667 Sub-Period 4 Optional 2 - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower - Geochemical analysis All acreage except areas with discoveries $ 10,418,667 Contractual and Fiscal Terms Training Program US $50,000 per year, per block Area Fee Years 1-3 $0.05/hectare Years 4-7 $0.10/hectare Years 8 & forward $0.15/hectare Royalties Recovery Factor 0 1.5 Percentage 5% 1.5 3.0 10% >3.0 15% Natural Gas Royalties Market value at production 5% Corporate Tax Rate no higher than 30% Social Contribution 3% of the net profit (1.5% for each autonomous region) Investment Protection ICSID arbitration OPIC insurance Revenue Sharing Commitments On March 23, 2009, the Company entered into a Securities Purchase Agreement, dated effective as of March 23, 2009, with Off-Shore, an accredited investor, to issue a subordinated secured promissory note in the aggregate principal amount of up to $1,275,000 and a one percent (1%) revenue sharing interest in the Nicaraguan Concessions. Off-Shore funded a total of $1,275,000 and subsequently converted the subordinated secured promissory note to common stock. Under the Revenue Sharing Agreement (the Revenue Agreement), Infinity assigned to Off-Shore a monthly payment (the RSP) equal to the revenue derived from one percent (1%) of Infinitys share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP will be paid to Off-Shore by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for Off-Shore. In connection with its dissolution Off-Shore assigned its RSP to its individual members. On June 6, 2009 the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment equal to the revenue derived from one percent (1%) of Infinitys share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for officers and directors. The Company intends to seek joint venture or working interest partners (the Farmout) prior to the commencement of any exploratory drilling operations on the Nicaraguan Concessions. On September 8, 2009 the Company entered into a Revenue Sharing Agreement with Jeff Roberts to assist the Company with its technical studies of gas and oil holdings in Nicaragua and managing and assisting in the Farmout. Infinity assigned to Jeff Roberts a monthly payment equal to the revenue derived from one percent (1%) of Infinitys share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid to Jeff Roberts by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for Jeff Roberts. In connection with the extension of the December 2013 Note with a $1,050,000 principal balance issued in December 2013, the Company entered into a Revenue Sharing Agreement in May 2014. Infinity assigned to the note holder a monthly payment equal to the revenue derived from one percent (1%) of 8/8ths of Infinitys share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other oil and gas concessions that the Company and its affiliates may acquire in the future. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for officers and directors. Letter of Intent to enter Exploration Services Agreement On October 13, 2014 the Company announced that it had entered into a Letter of Intent (LOI) with Granada Exploration, LLC, which has agreed to join with the Company to explore for potential hydrocarbons beneath Infinitys 1.4 million-acre oil and gas concessions in the Caribbean Sea offshore Nicaragua. Under the terms of the LOI, Granada Exploration will provide its services in exchange for a working interest in the Nicaraguan Concessions. The scope of such services will be more specifically described in a mutually acceptable Exploration Services Agreement (ESA), which is currently being negotiated. The ESA is anticipated to provide that Granada will earn an assignment from Infinity of an undivided 30% working interest in the Concessions, based on an 80% net revenue interest. Granada and Infinity are also anticipated to enter into a Joint Operating Agreement. Granada may, at its discretion, participate in an initial exploratory well for up to an additional undivided 20% working interest, on a prospect-by-prospect basis, with such additional interest to be based on an 80% net revenue interest. The LOI is subject to Granadas normal and customary due diligence, including the evaluation of the Companys Form 10-K and 10-Q filings, documents showing that the Company is in good standing regarding the Nicaraguan Concessions and with the Nicaraguan government; negotiation and approval of mutually acceptable formal agreements; and final approval by a majority of the partners that comprise Granada Exploration, LLC. The parties continue to negotiate the terms of the ESA, but have not entered into definitive agreements and Granada has not completed its normal and customary due diligence. Lack of Compliance with Law Regarding Domestic Properties Infinity has not been in compliance with existing federal, state and local laws, rules and regulations for its previously owned domestic oil and gas properties and this could have a material or significantly adverse effect upon the liquidity, capital expenditures, earnings or competitive position of Infinity. All domestic oil and gas properties held by Infinity Wyoming and Infinity-Texas have been disposed of as of June 30, 2015; however, the Company may remain liable for certain asset retirement costs should the new owners not complete their obligations. Management believes the total asset retirement obligations recorded of $1,716,003 as of June 30, 2015 and December 31, 2014 is sufficient to cover any potential noncompliance liabilities relative to the to the plugging of abandoned wells, the removal of facilities and equipment, and site restoration on oil and gas properties for its former oil and gas properties. The Company has not maintained insurance on the domestic properties for a number of years. Litigation The Company is subject to numerous claims and legal actions in which vendors are claiming breach of contract due to the Companys failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements. The Company is currently involved in litigation as follows: · Exterran Energy Solutions, L.P., f/k/a Hanover Compression Limited Partnership, who filed an action in the District Court of Erath County, Texas, number CV30512, on March 31, 2010 against Infinity Oil and Gas of Texas, Inc., Infinity Energy Resources, Inc., Longhorn Properties, LLC, and Forest Oil Corporation. Exterran Energy Solutions, L.P. provided certain gas compressor and related equipment pursuant to a Gas Compressor/Production Equipment Master Rental & Servicing Agreement with Infinity dated January 3, 2005 in Erath County, Texas and has claiming breach of contract for failure to pay amounts due. On October 13, 2011, a default judgment was entered against the Company in the amount of $445,521 plus interest and attorney fees. The Company has included the impacts of this litigation as liabilities in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. · In October 2012 the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company has engaged in negotiations with the State of Texas in late 2012 and early 2013 and has reached a settlement agreement that would reduce the aggregate liability, in this action and any extension of this to other Texas wells, to $45,103, which amount has been paid. Certain performance obligations remain which must be satisfied in order to finally settle and dismiss the matter. Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the officers retain potential liability on the above matter, and the officers are held personally harmless by indemnification provisions of the Company. Therefore these liabilities, to the extent they might become actual, are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 Infinity-Texas operated wells. This related liability, less the payment made to the State of Texas in 2012 in the amount of $45,103, is classified as an asset retirement obligation on the balance sheets. · Cambrian Consultants America, Inc. (Cambrian) filed an action in the District Court of Harris County, Texas, number CV2014-55719, on September 26, 2014 against Infinity Energy Resources, Inc. resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Companys offshore Nicaraguan Concessions. Cambrian provided these services pursuant to a Master Consulting Agreement with Infinity dated November 20, 2013 and is claiming breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $96,877 plus interest and attorney fees. The Company has included the impact of this litigation as a liability in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. · Torrey Hills Capital, Inc. (Torrey) notified the Company by letter dated August 15, 2014 of its demand for the payment of $56,000, which it alleged was unpaid and owed under a consulting agreement dated October 18, 2013. The parties entered into a consulting agreement under which Torrey agreed to provide investor relations services in exchange for payment of $7,000 per month and the issuance of 15,000 shares of common stock. The agreement was for an initial three month-term with automatic renewals unless terminated upon 30 days written notice by either party. The Company made payments totaling $14,000 and issued 15,000 shares of common stock during 2013. The Company contends that Torrey breached the agreement by not performing the required services and that it had provided proper notice of termination to Torrey. Furthermore, the Company contends that the parties agreed to settle the dispute on or around June 19, 2014 under which it would issue 28,000 shares of common stock in full settlement of any balance then owed and final termination of the agreement. Torrey disputes the Companys contentions and has submitted the dispute to binding arbitration. The Company has accrued $49,000 in accounts payable as of March 31, 2015 and December 31, 2014, which management believes is sufficient to provide for the ultimate resolution of this dispute. · Timothy Berge, who filed an action in the District Court, City and County of Denver Colorado number 09CV9566, was granted a default judgment on November 8, 2010 against the Company in the amount of $304,921 plus costs. Mr. Berge provided certain geological services to Infinity Oil and Gas of Texas, Inc. and claimed breach of contract for failure to pay amounts he alleged were due. The Company was unable to defend itself in this matter due to limited financial resources even though it believes that it had meritorious defenses. On May 27, 2014 the Company settled this litigation by the issuance of 100,000 shares of common stock and the payment of $10,000 cash. The Company had previously established a provision of $304,878 related to this litigation as an accrued liability in the accompanying balance sheet. The value of the 100,000 shares of common stock and $10,000 cash paid in settlement of this litigation totaled $125,000, resulting in a gain of $179,878 which was recorded in the statement of operations for the six months ended June 30, 2014. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 Related Party Transactions The Company currently does not have any employees other than the CEO and CFO. In previous years, certain general and administrative services (for which payment is deferred) had been provided by the CFOs accounting firm at its standard billing rates plus out-of-pocket expenses and consist primarily of accounting, tax and other administrative fees. For the years ended December 31, 2014 and 2013, the Company was billed $0 for such services. The amount due to the CFOs firm for services provided was $767,407 at June 30, 2015 and December 31, 2014, and is included in accrued liabilities at both dates. On June 6, 2009 the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment equal to the revenue derived from one percent (1%) of Infinitys share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions and does not create any rights in the Nicaraguan Concessions for officers and directors. The Company entered into a subordinated loan with Off-Shore in the aggregate amount of $1,275,000 for funds used to maintain the Nicaraguan Concessions. This note was satisfied by the Companys issuance of shares of Series B redeemable convertible preferred stock effective April 13, 2012 to Off-Shore and the conversion of the Series B redeemable convertible preferred stock to common stock effective February 28, 2014. The managing partner of Off-Shore and the CFO are partners in the accounting firm which the Company uses for general corporate purposes. In the February 2014 transaction, Offshore exchanged all of its 15,016 shares of Series B preferred stock for 375,400 shares of common stock. Each share of Series B preferred had a liquidation and par value of $100. The Company also issued Offshore an additional 45,048 shares of common stock for $180,192, the amount of the accrued and unpaid dividends on the Series B preferred stock as of the effective date of the transaction. As a result, the Company issued a total of 420,448 shares of common stock valued at $4.00 per share for a total of $1,681,792, which has been reflected as common stock and additional paid in capital during the six months ended June 30, 2014. In connection with its subordinated loan, Off-Shore was granted a one percent (1%) revenue sharing interest in the Nicaraguan Concessions. The managing partner of Off-Shore and the CFO are partners in the accounting firm which the Company uses for general corporate purposes. The revenue sharing interest remains in effect after the conversion of the subordinated promissory note to Series A preferred stock and subsequently to common stock. In connection with its dissolution Off-Shore assigned its RSP to its individual members, which includes the former managing partner of Offshore. As of June 30, 2015 and December 31, 2014, the Company had accrued compensation to its officers and directors of $1,305,208 and $1,187,208, respectively. On February 28, 2015, the line-of-credit facility matured and the Company was unable to repay the principal and interest. The Company negotiated an extension to May 28, 2015 and granted the lender common stock purchase warrants exercisable to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.50 per share, which warrants were immediately exercisable and expire on February 28, 2020. The parties agreed as a condition to the renewal of the facility in February 2015 that all previously issued warrants to the lender totaling 890,625 shares would be extended to a five-year term and the exercise price reduced to $0.50 per share. The total value of the 100,000 newly issued warrants totaled $28,507 which is being amortized over the extension period. The increased value of the amended warrants totaled $149,517 which was immediately expensed. On March 26, 2015, the Company negotiated an additional amendment to the line-of-credit facility, which increased the maximum amount from $50,000 to $100,000. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.50 per share, which warrants were immediately exercisable and expire on March 26, 2020. The parties agreed as a condition to the amendment of the facility on March 26, 2015 that the line-of-credit will become convertible to common stock at an exchange rate of $0.50 per share. The total value of the 100,000 newly issued warrants totaled $30,288 which is being amortized over the extension period. On May 26, 2015, the Company negotiated an additional amendment to the line-of-credit facility, which decreased the maximum amount from $100,000 to $75,000. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.50 per share, which warrants were immediately exercisable and expire on May 26, 2020. The parties agreed as a condition to the amendment of the facility on May 26, 2015 that the line-of-credit will be convertible to common stock at an exchange rate of $0.50 per share. The total value of the 100,000 newly issued warrants totaled $35,652 which is being amortized over the extension period. On March 7, 2014 the Company borrowed $10,000 from an individual who is related to Infinitys Chairman and President. The note was due on demand and bore interest at 8% per annum. This demand note was repaid in full during April 2014. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events Subsequent to June 30, 2015, the Company has issued a total of two new promissory notes for total cash proceeds of $85,000. The promissory notes have maturity dates during October 2015. The Company granted new warrants to purchase a total of 85,000 common shares of stock at an exercise price of $0.56 per share, all of which are immediately exercisable and terminate five years from the date of issuance. |
Nature of Operations, Basis o19
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information Infinity Energy Resources, Inc. (collectively, we, ours, us, Infinity or the Company) has prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, statements of operations, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2015 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with the audited financial statements and accompanying notes in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K, filed with the SEC. |
Nature of Operations | Nature of Operations The Company is engaged in the exploration of potential oil and gas resources in the Perlas and Tyra concession blocks offshore Nicaragua in the Caribbean Sea (the Nicaraguan Concessions or Concessions) which contains a total of approximately 1.4 million acres. The Company sold its wholly-owned subsidiary Infinity Oil and Gas of Texas, Inc. in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc., was administratively dissolved in 2009. The Company has been actively pursuing exploration and development of the Nicaraguan Concessions, which represents its principal asset and only exploration and development project. On March 5, 2009 Infinity signed the contracts relating to its Nicaraguan Concessions. Infinity has been conducting activities to develop geological information from the processing and evaluation of newly acquired and existing 2-D seismic data that was acquired for the Nicaraguan Concessions. Infinity has been conducting activities to develop geological information from the processing and evaluation of newly acquired and existing 2-D seismic data that was acquired for the Nicaraguan Concessions. The Company has identified multiple sites for exploratory drilling and is planning the initial exploratory well on the Perlas Block in order to determine the existence of commercial hydrocarbon reserves, subject to receipt from the Nicaraguan government of authorizations for the drilling of up to five wells. In order to meet its obligations under the Perlas Block of the Nicaraguan Concession, the Company has to drill its initial exploratory well during 2016 or risk being in default and losing its rights under the Nicaraguan Concessions. The work plan on the Tyra block now requires the Company to shoot additional seismic prior to the commencement of exploratory drilling. The Company is negotiating with the Nicaraguan government to seek the waiver of the additional seismic mapping on the Tyra Block so that it can proceed with exploratory drilling. There can be no assurance whether it will be able to obtain such waiver of the requirement. On May 7, 2015 the Company completed the private placement (the Private Placement) of a $12.0 million principal amount Senior Secured Convertible Note (the Note) and a Warrant to purchase 18,000,000 shares of the Companys common stock (the Warrant) with an institutional investor (the Investor). At the closing, the Investor acquired the Note by paying $450,000 in cash and issuing a promissory note, secured by cash, with a principal amount of $9,550,000 (the Investor Note). Assuming all amounts payable to the Company under the Investor Note are paid, the private placement will result in gross proceeds of $10.0 million before placement agent fees and other expenses associated with the transaction, subject to the satisfaction of certain conditions. The Company will receive the remaining cash proceeds upon each voluntary or mandatory prepayment of the Investor Note. The Investor may, at its option and at any time, voluntarily prepay the Investor Note, in whole or in part. The Investor must prepay the Investor Note, in whole or in part, upon the occurrence of one or more mandatory prepayment events. These include (i) the investors conversion of the Note into shares of common stock upon which the investor will be required to prepay the Investor Note, on a dollar-for-dollar basis, for each subsequent conversion of the Note and (ii) the Companys delivering a mandatory prepayment notice to the investor after it has received governmental authorizations from the Nicaraguan authorities necessary to commence drilling on at least five sites within the Concessions, among other conditions. The Note matures on the three-year anniversary of its issuance, bears interest at 8% per annum, and is convertible at any time at the option of the holder into shares of the Companys common stock at $0.50 per share (the Conversion Price). As a part of the private placement, the Company issued a Warrant to the investor giving it the right to purchase up to an aggregate of 18,000,000 shares of the Companys common stock at an exercise price of $0.50 per share. The Warrant is exercisable commencing six months from the date of issuance for a period of seven years from the date of issuance. The Note ranks senior to the Companys existing and future indebtedness and is secured by all of the assets of the Company, excluding the Concessions. In addition, the Company continues to seek offers from industry operators and other third parties for interests in the acreage in the Nicaraguan Concessions in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. |
Going Concern | Going Concern As reflected in the accompanying statements of operations, the Company has had a history of losses. In addition, the Company has a significant working capital deficit and is currently experiencing substantial liquidity issues. The Company has relied on raising debt and equity capital in recent years in order to fund its ongoing maintenance/expenditure obligations under the Nicaraguan Concession, for its day-to-day operations and its corporate overhead since it has generated no operating revenues or cash flows in recent history. Currently, the Company is in technical default of the Nicaraguan Concession because it has not provided the required letters of credit to the Nicaraguan Government, which total $1,356,227 for the Perlas block and $278,450 for the Tyra block. In addition, the Company was delinquent in the payment of approximately $155,500 in annual maintenance payments required by the Nicaraguan Concession, but it made such payments in early May 2015. The Company is in negotiations with the Nicaraguan Government and its lenders to renew the letters of credit, although there is no assurance that it will be successful in that regard. If the Company does not receive the funding anticipated under its Private Placement, it must raise substantial amounts of debt and equity capital from other sources in the immediate future in order to fund: (1) the required letters of credit to the Nicaraguan Government; (2) the drilling of at least one exploratory well on the Perlas Block of the Nicaraguan Concessions during 2016; (3) the shooting of additional seismic on the Tyra Block of the Nicaraguan Concessions should it be unable to negotiate a waiver of such requirement from the Nicaraguan government (4) the payment of normal day-to-day operations and corporate overhead and (5) the payment of outstanding debt and other financial obligations as they become due. These are substantial operational and financial issues that must be successfully mitigated during 2015 or the Companys ability to satisfy the conditions necessary to maintain its Nicaragua Concessions will be in significant doubt. The Company is actively seeking new outside sources of debt and equity capital in addition to the May 2015 Private Placement in order to fund the substantial needs enumerated above, however, there can be no assurance that we will be able to obtain such capital or obtain it on favorable terms or within the timeframe necessary to cure the technical defaults existing on the Nicaraguan Concessions or to meet its ongoing requirements relative to drilling the exploratory wells. Due to the uncertainties related to these matters, there exists substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Management Estimates | Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Significant estimates with regard to the financial statements include the estimated carrying value of unproved properties, the estimated fair value of derivative liabilities, stock-based awards and overriding royalty interests, and the realization of deferred tax assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Companys accounts receivable, accounts payable and accrued liabilities and short term notes represent the estimated fair value due to the short-term nature of the accounts. The carrying value of the Companys debt under its line-of-credit with related party represents its estimated fair value due to its short-term nature, its rate of interest, associated fees and expenses and initially recorded discount. In accordance with ASC Topic 820 Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 Quoted prices in active markets for identical assets and liabilities. ● Level 2 Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). ● Level 3 Significant unobservable inputs (including the Companys own assumptions in determining the fair value. The estimated fair value of the Companys Note and various derivative liabilities, which are related to detachable warrants issued in connection with various notes payable, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Companys common stock, interest rates, the probability of both the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the warrant agreement terms and non-performance risk factors, among other items . The fair values for the warrant derivatives as of June 30, 2015 and December 31, 2014 were classified under the fair value hierarchy as Level 3. The following table represents the Companys hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014: June 30, 2015 Level 1 Level 2 Level 3 Total Liabilities: Senior Secured Convertible Note payable $ $ $ 618,100 $ 618,100 Derivative liabilities 7,135,145 7,135,145 $ $ $ 7,753,245 $ 7,753,245 December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ $ $ 701,214 $ 701,214 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the three months ended June 30, 2015 and 2014. |
Reclassifications | Reclassifications Certain amounts in the prior period were reclassified to conform with the current periods financial statement presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit. |
Nature of Operations, Basic of
Nature of Operations, Basic of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Aseets and Liabilities Measured At Fair Value on Recurring Basis | The following table represents the Companys hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014: June 30, 2015 Level 1 Level 2 Level 3 Total Liabilities: Senior Secured Convertible Note payable $ $ $ 618,100 $ 618,100 Derivative liabilities 7,135,145 7,135,145 $ $ $ 7,753,245 $ 7,753,245 December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ $ $ 701,214 $ 701,214 |
Senior Secured Convertible No21
Senior Secured Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Senior Secured Convertible Note Payable | |
Schedule of Senior Secured Convertible Note Payable | Senior Secured Convertible Note (the Note) payable consists of the following at June 30, 2015 and May 7, 2015 (origination date): June 30, 2015 May 7, 2015 Origination date Senior secured convertible note payable, at par value $ 12,000,000 $ 12,000,000 Investor note-unfunded portion (9,550,000 ) (9,550,000 ) Original issue discount (2,000,000 ) (2,000,000 ) 450,000 450,000 Fair value adjustments 168,100 232,400 Secured convertible note payable, at fair value 618,100 682,400 Less: Current maturities (105,000 ) (90,000 ) Secured convertible note payable, long-term $ 513,400 $ 592,400 |
Schedule of Fair Value Basis of Note | The Company elected to account for the Note on its fair value basis, therefore, the fair value of the Note, including its embedded conversion feature, were estimated together utilizing a binomial lattice model on its origination date and at June 30, 2015. Such assumptions included the following: Upon Issuance As of June 30, 2015 Volatility range 102.6 % 102.6 % Risk-free rate 1.00 % 1.00 % Contractual term 3.0 years 2.85 years Conversion price $ 0.50 $ 0.50 Par value of note $ 540,000 $ 540,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt consists of the following at June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Line-of-credit with related party $ 61,225 $ 33,807 Notes payable, short term: Note payable, net of unamortized discount of $145,391 and $41,011, of June 30, 2015 and December 31, 2014 $ 854,609 $ 1,008,989 Note payable, net of unamortized discount of $-0- and $822, as of June 30, 2015 and December 31, 2014, respectively 24,178 Note payable, net of unamortized discount of $-0- and $27,712, as of June 30, 2015 and December 31, 2014, respectively 72,288 Notes payable, net of unamortized discount of $-0- and $175,248, as of June 30, 2015 and December 31, 2014, respectively 124,752 Notes payable, net of unamortized discount of $-0- and $39,452, as of June 30, 2015 and December 31, 2014, respectively 110,548 Total notes payable, short-term $ 854,609 $ 1,340,755 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2015: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2014 4,204,500 $ 3.89 6.3 years $ 90,335 Granted Exercised Forfeited (30,000 ) 8.50 Outstanding at June 30, 2015 4,174,500 $ 3.86 5.8 years $ 46,725 Outstanding and exercisable at June 30, 2015 3,854,500 $ 3.93 5.6 years $ 46,725 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Estimated Fair Value of Derivative Liabilities | A comparison of the assumptions used in calculating estimated fair value of such derivative liabilities at the issue date and as of June 30, 2015 is as follows: Upon Issuance As of June 30, 2015 Volatility range 119.2 % 104.6 % Risk-free rate 1.92 % 2.06 Contractual term 7.0 years 6.85 years Exercise price $ 0.50 $ 0.50 Number of warrants in aggregate 20,400,000 20,400,000 . A comparison of the assumptions used in calculating estimated fair value of derivative liabilities at the issue date and as of the date of the transition from liability to equity during the six months ended June 30, 2015 is as follows: Upon Issuance As of date of transition to equity As of June 30, 2015 Volatility range 104 % 104 % 102 % Contractual term 5.0 years 5.0 years 3.1 years Exercise price $ 0.50 $ 0.50 $ 0.50 Number of warrants in aggregate 25,000 1,325,000 1,000,000 |
Summary of Changes In Fair Value Derivative Financial Instruments | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Amount Balance at December 31, 2014 $ 701,214 Warrants issued in connection with the secured convertible note (expensed at issuance date)-Note 2 8,034,007 Warrants issued for the secured convertible note placement fee (expensed at issuance date)-Note 2 1,071,201 Warrants issued to originate or extend notes payable (recorded as discount on note payable) -Note 3 126,678 Unrealized derivative gains included in other expense (2,468,106 ) Transition of derivative liability to equity-Note 3 (329,849 ) Balance at June 30, 2015 $ 7,135,145 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Warrants | |
Summary of Warrant Activity | The following table summarizes warrant activity for the six months ended June 30, 2015: Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable at December 31, 2014 3,662,710 $ 1.59 Issued in conjunction with secured convertible note payable (Note 2) 18,000,000 0.50 Issued for secured convertible note payable placement fee (Note 2) 2,400,000 0.50 Issued in conjunction with notes payable (Note 3) 25,000 0.50 Issued in conjunction with line-of-credit (Note 3) 300,000 0.50 Exercised Outstanding and exercisable at June 30, 2015 24,387,710 $ 0.54 |
Supplemental Oil and Gas Info26
Supplemental Oil and Gas Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Extractive Industries [Abstract] | |
Schedule of Costs Incurred In Connection With Oil and Gas Acquisition, Exploration and Development Activities | Costs incurred during the six months ended June 30, 2015 in connection with the Companys oil and gas acquisition, exploration and development activities are shown below. Six months ended June 30, 2015 Property acquisition costs: Proved $ - Unproved Total property acquisition costs - Development costs - Exploration costs 27,784 Total costs $ 27,784 |
Schedule of Aggregate Capitalized Costs Relating To Oil and Gas Producing Activities, And Related Accumulated Depreciation, Depletion, Amortization and Ceiling Write-Downs | Aggregate capitalized costs relating to the Companys oil and gas producing activities, and related accumulated depreciation, depletion and amortization are as follows: June 30, 2015 December 31, 2014 Proved oil and gas properties $ - $ - Unproved oil and gas properties 10,620,620 10,592,836 Total 10,620,620 10,592,836 Less amounts allocated to revenue sharing interest granted to Note holder for extension of maturity date (See Note 3) (964,738 ) (964,738 ) Less accumulated depreciation, depletion and amortization - - Net capitalized costs $ 9,655,882 $ 9,628,098 |
Schedule of Oil And Gas Property Costs Not Being Amortized | Oil and gas property costs not being amortized at June 30, 2015, by year that the costs were incurred, are as follows: Year Ended December 31, 2015 (through June 30, 2015) $ 27,784 2014 115,622 2013 6,051,411 2012 581,723 2011 731,347 Prior 3,112,733 Total costs not being amortized $ 10,620,620 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Exploration Work Commitment and Relinquishments by Individual Blocks | The following charts set forth the minimum work programs required under for the Perlas and Tyra blocks comprising our Concessions in order for us to retain the Concessions. Minimum Work Program Perlas Block Perlas Exploration Minimum Work Commitment and Relinquishments Exploration Period (6 Years) Duration (Years) Work Commitment Relinquishment Irrevocable Guarantee Sub-Period1 2 - Environmental Impact Study - Acquisition & interpretation of 333km of new 2D seismic - Acquisition, processing & interpretation of 667km of new 2D seismic (or equivalent in 3D) 26km2 $ 443,100 Sub-Period 2 Optional 1 - Acquisition, processing & interpretation of 200km 2 53km2 $ 1,356,227 Sub-Period 3 Optional 1 - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is Shallower 80km2 $ 10,220,168 Sub-Period 4 Optional 2 - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower - Geochemical analysis All acreage except areas with discoveries $ 10,397,335 Minimum Work Program - Tyra Block Tyra Exploration Minimum Work Commitment and Relinquishments Exploration Period Duration (Years) Work Commitment Relinquishment Irrevocable Guarantee Sub-Period1 1.5 - Environmental Impact Study - Acquisition & interpretation of 667km of existing 2D seismic - Acquisition of 667km of new 2D seismic (or equivalent in 3D) 26km2 $ 408,450 Sub-Period 2 Optional 0.5 - Processing & interpretation of the 667km 2D seismic (or equivalent in 3D) acquired in the previous sub-period 40km2 $ 278,450 Sub-Period 3 Optional 2 - Acquisition, processing & interpretation of 250km 2 160km2 $ 1,818,667 Sub-Period 4 Optional 2 - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower - Geochemical analysis All acreage except areas with discoveries $ 10,418,667 |
Schedule of Contractual and Fiscal Terms | Contractual and Fiscal Terms Training Program US $50,000 per year, per block Area Fee Years 1-3 $0.05/hectare Years 4-7 $0.10/hectare Years 8 & forward $0.15/hectare Royalties Recovery Factor 0 1.5 Percentage 5% 1.5 3.0 10% >3.0 15% Natural Gas Royalties Market value at production 5% Corporate Tax Rate no higher than 30% Social Contribution 3% of the net profit (1.5% for each autonomous region) Investment Protection ICSID arbitration OPIC insurance |
Nature of Operations, Basis o28
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | May. 07, 2015USD ($)shares | Jun. 30, 2015USD ($)a$ / sharesshares | Mar. 26, 2015$ / shares | Feb. 28, 2015$ / shares | Dec. 31, 2014USD ($) | Dec. 27, 2013USD ($) |
Principal amount of senior secured convertible notes | $ 12,000,000 | $ 12,000,000 | $ 9,550,000 | |||
Proceeds from private placement | ||||||
Percentage of bears interest | 8.00% | |||||
Conversion price per share | $ / shares | $ .50 | $ 0.50 | $ .50 | |||
Letters of credit | $ 851,550 | |||||
Block Perlas [Member] | ||||||
Letters of credit | $ 1,356,227 | |||||
Block Tyra [Member] | ||||||
Letters of credit | $ 278,450 | |||||
Senior Secured Convertible Note [Member] | ||||||
Principal amount of senior secured convertible notes | 12,000,000 | |||||
Note payments for cash and issuing promissory note | 450,000 | |||||
Proceeds from private placement | 10,000,000 | |||||
Investor Promissory Note [Member] | ||||||
Principal amount of senior secured convertible notes | $ 9,550,000 | |||||
Warrant to purchase shares of common stock | shares | 18,000,000 | |||||
Promissory Note [Member] | ||||||
Percentage of bears interest | 8.00% | |||||
Conversion price per share | $ / shares | $ 0.50 | |||||
Warrant investor purchase aggregate shares | shares | 18,000,000 | |||||
Common stock exercise price per share | $ / shares | $ 0.50 | |||||
Nicaraguan Concession [Member] | ||||||
Nature of operations oil and gas resources acres | a | 1,400,000 | |||||
Annual maintenance payments | $ 155,500 |
Nature of Operations, Basis o29
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Aseets and Liabilities Measured At Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2015 | May. 07, 2015 | Dec. 31, 2014 |
Senior Secured Convertible Note payable | $ 618,100 | $ 682,400 | |
Derivative liabilities | 7,135,145 | $ 701,214 | |
Fair value on liabilities | $ 7,753,245 | ||
Level 1 [Member] | |||
Senior Secured Convertible Note payable | |||
Derivative liabilities | |||
Fair value on liabilities | |||
Level 2 [Member] | |||
Senior Secured Convertible Note payable | |||
Derivative liabilities | |||
Fair value on liabilities | |||
Level 3 [Member] | |||
Senior Secured Convertible Note payable | $ 618,100 | ||
Derivative liabilities | 7,135,145 | $ 701,214 | |
Fair value on liabilities | $ 7,753,245 |
Senior Secured Convertible No30
Senior Secured Convertible Note Payable (Details Narrative) - USD ($) | May. 07, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 26, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Dec. 27, 2013 |
Notes payable principal balance | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | $ 9,550,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from private placement | |||||||||
Percentage of bears interest | 8.00% | ||||||||
Conversion price per share | $ .50 | $ .50 | $ 0.50 | $ .50 | |||||
Fair value of warrants derivatives | $ 1,071,201 | ||||||||
Change in fair value of derivative liability | $ (2,202,839) | $ (242,103) | $ (226,977) | $ (226,977) | |||||
Private Placement [Member] | |||||||||
Notes payable principal balance | $ 12,000,000 | ||||||||
Warrant to purchase shares of common stock | 18,000,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Percentage of fee received of cash proceeds | 6.00% | ||||||||
Proceeds from issuance of common stock | $ 600,000 | ||||||||
Received amount at closing | 27,000 | ||||||||
Proceeds from private placement | $ 12,000,000 | ||||||||
Percentage of bears interest | 125.00% | ||||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | |||||||||
Notes payable principal balance | $ 9,550,000 | ||||||||
Warrant to purchase shares of common stock | 18,000,000 | 18,000,000 | |||||||
Proceeds from issuance of common stock | $ 168,100 | ||||||||
Note payments for cash and issuing promissory note | $ 450,000 | ||||||||
Proceeds from private placement | $ 10,000,000 | ||||||||
Common stock exercise price per share | $ 80 | ||||||||
Percentage of beneficial owner of excess | 125.00% | ||||||||
Percentage of receive a fee cash proceeds | 803400700.00% | ||||||||
Fair value of warrants derivatives | $ 1,951,393 | ||||||||
Private Agent [Member] | |||||||||
Notes payable principal balance | $ 9,550,000 | $ 1,302,629 | $ 1,302,629 | ||||||
Warrant to purchase shares of common stock | 27,000 | 1,071,201 | |||||||
Percentage of fee received of cash proceeds | 23142800.00% | ||||||||
Warrants price per share | $ 0.50 | ||||||||
Note payments for cash and issuing promissory note | $ 450,000 | ||||||||
Conversion price per share | $ 0.50 | ||||||||
Change in fair value of derivative liability | $ 168,100 |
Senior Secured Convertible No31
Senior Secured Convertible Note Payable - Schedule of Senior Secured Convertible Note Payable (Details) - USD ($) | Jun. 30, 2015 | May. 07, 2015 | Dec. 27, 2013 |
Senior Secured Convertible Note Payable - Schedule Of Senior Secured Convertible Note Payable Details | |||
Senior secured convertible note payable, at par value | $ 12,000,000 | $ 12,000,000 | $ 9,550,000 |
Investor note-unfunded portion | (9,550,000) | (9,550,000) | |
Original issue discount | (2,000,000) | (2,000,000) | |
Fair value adjustments | 168,100 | 232,400 | |
Secured convertible note payable, at fair value | 618,100 | 682,400 | |
Less: Current maturities | (105,000) | (90,000) | |
Secured convertible note payable, long-term | $ 513,400 | $ 592,400 |
Senior Secured Convertible No32
Senior Secured Convertible Note Payable - Schedule of Fair Value Basis of Note (Details) - Jun. 30, 2015 - USD ($) | Total |
Volatility - range | 102.60% |
Risk-free rate | 1.00% |
Contractual term | 2 years 10 months 6 days |
Conversion price | $ 0.50 |
Par value of note | $ 540,000 |
Upon Issuance [Member] | |
Volatility - range | 102.60% |
Risk-free rate | 1.00% |
Contractual term | 3 years |
Conversion price | $ 0.50 |
Par value of note | $ 540,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 26, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Mar. 31, 2014 | Jan. 07, 2014 | Dec. 27, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | Aug. 28, 2012 | Jun. 07, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | May. 07, 2015 |
Line of credit facility maximum borrowing capacity | $ 50,000 | $ 50,000 | $ 50,000 | $ 100,000 | $ 100,000 | |||||||||||
Percentage of loan agreement, bearing interest rate | 8.00% | 8.00% | ||||||||||||||
Debt maturity date | Nov. 23, 2013 | Feb. 28, 2013 | ||||||||||||||
Fair value of warrants recorded as debt issuance cost | 1,302,629 | 1,302,629 | $ 641,210 | |||||||||||||
Amortized debt issuance costs | (2,000,000) | (2,000,000) | $ (2,000,000) | |||||||||||||
Issuance of warrants common stock purchase price per share | $ 0.50 | $ .50 | $ .50 | $ 1.50 | $ 1.50 | $ 2.50 | $ 1.50 | |||||||||
Warrant exercisable and expire term | Mar. 26, 2010 | Feb. 28, 2020 | Aug. 31, 2017 | |||||||||||||
Warrant extended term | 5 years | 5 years | ||||||||||||||
Fair value of warrants | $ 30,288 | $ 28,507 | ||||||||||||||
Common stock purchase warrants issued for debt issuance costs | $ 149,517 | 243,604 | ||||||||||||||
Line of credit | $ 47,568 | |||||||||||||||
Unamortized line of credit | 48,865 | 48,865 | 23,046 | |||||||||||||
Remaining unamortized balance | 11,666 | 11,666 | ||||||||||||||
Proceeds from unsecured credit facility | $ 1,050,000 | |||||||||||||||
Debt interest rate | 8.00% | |||||||||||||||
Percentage of gross revenue | 1.00% | |||||||||||||||
Legal expenses | $ 25,000 | |||||||||||||||
Revenue sharing agreement extension maturity date | Dec. 7, 2014 | |||||||||||||||
Short term notes described | 1,050,000 | 1,050,000 | ||||||||||||||
Proceeds from borrowings | 485,000 | |||||||||||||||
Amortization of debt discount | $ 890,103 | 600,836 | $ 1,780,851 | |||||||||||||
Issuance of warrants to purchase of common stock | 100,000 | 100,000 | 1,000,000 | 450,000 | ||||||||||||
Common stock at an exercise price | $ 1.50 | |||||||||||||||
Warrants expiration date | Dec. 7, 2014 | |||||||||||||||
Discount on note payable | $ 964,738 | |||||||||||||||
Estimated fair value of conversion feature and warrants | $ 28,507 | $ 603,966 | 57,961 | 60,290 | ||||||||||||
Notes payable principal balance | $ 9,550,000 | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | ||||||||||||
Convertible notes payable conversion price | $ 0.50 | $ .50 | $ .50 | $ .50 | $ .50 | |||||||||||
Warrants exercise price reduced | $ .50 | $ 1.50 | ||||||||||||||
Accrued liabilities | $ 304,878 | $ 304,878 | ||||||||||||||
Interest expenses | 124,221 | $ 644,736 | $ 697,304 | 1,890,871 | ||||||||||||
Number of shares issued for note conversation | 1,007,260 | |||||||||||||||
Proceeds from Issuance of Private Placement | ||||||||||||||||
Common stock purchase warrants exercise price, per share | $ .50 | |||||||||||||||
Note Payable - Short-term [Member] | ||||||||||||||||
Remaining unamortized balance | 2,959 | $ 2,959 | 41,011 | |||||||||||||
Amortization of debt discount | 38,052 | $ 800,554 | ||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Warrant extended term | 5 years | 5 years | ||||||||||||||
Remaining unamortized balance | 0 | $ 0 | 822 | |||||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||||||||
Amortization of debt discount | $ 30,336 | |||||||||||||||
Issuance of warrants to purchase of common stock | 25,000 | 58,783 | 18,008 | |||||||||||||
Common stock at an exercise price | $ 1.50 | $ 1.50 | ||||||||||||||
Estimated fair value of conversion feature and warrants | $ 57,961 | $ 214,426 | ||||||||||||||
Discount amortized of note and interest expense | 2,285 | |||||||||||||||
Notes payable principal balance | $ 25,000 | $ 25,000 | 25,000 | |||||||||||||
Borrowing total | $ 100,000 | $ 25,000 | ||||||||||||||
Convertible notes payable conversion price | $ 1.50 | $ 1.50 | ||||||||||||||
Convertible note payable term | 1 year | 180 days | ||||||||||||||
Warrants exercise price reduced | $ .50 | $ 0.50 | $ 0.50 | |||||||||||||
Debt discount on notes payable | $ 143,502 | $ 37,323 | ||||||||||||||
Number of shares issued for note conversation | 54,570 | |||||||||||||||
Paid holder fee | $ 2,729 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Warrant exercisable and expire term | Jul. 23, 2019 | |||||||||||||||
Percentage of gross revenue | 2.00% | |||||||||||||||
Issuance of warrants to purchase of common stock | 13,333,333 | |||||||||||||||
Common stock at an exercise price | $ 0.075 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Warrant exercisable and expire term | Sep. 23, 2018 | |||||||||||||||
Percentage of gross revenue | 1.00% | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Warrant extended term | 5 years | |||||||||||||||
Fair value of warrants | $ 60,290 | |||||||||||||||
Common stock purchase warrants issued for debt issuance costs | $ 603,966 | |||||||||||||||
Issuance of warrants to purchase of common stock | 400,000 | |||||||||||||||
Warrants exercise price reduced | $ 1.50 | |||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||
Warrant exercisable and expire term | Sep. 23, 2018 | |||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||
Warrant exercisable and expire term | Oct. 23, 2019 | |||||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||||
Fair value of warrants recorded as debt issuance cost | 143,502 | |||||||||||||||
Fair value of warrants | $ 70,924 | |||||||||||||||
Remaining unamortized balance | $ 0 | $ 0 | 27,212 | |||||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||||||||
Amortization of debt discount | $ 27,712 | $ 43,502 | ||||||||||||||
Issuance of warrants to purchase of common stock | 100,000 | |||||||||||||||
Common stock at an exercise price | $ 1.50 | |||||||||||||||
Estimated fair value of conversion feature and warrants | 55,942 | |||||||||||||||
Notes payable principal balance | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||
Convertible notes payable conversion price | $ 1.50 | $ 1.50 | ||||||||||||||
Warrants exercise price reduced | $ 0.50 | 0.50 | ||||||||||||||
Accrued interest | $ 9,260 | |||||||||||||||
Number of shares issued for note conversation | 218,520 | |||||||||||||||
Paid holder fee | $ 10,926 | |||||||||||||||
Common stock purchase warrants exercise price, per share | $ 1 | |||||||||||||||
Two Convertible Notes Payable [Member] | ||||||||||||||||
Remaining unamortized balance | $ 0 | |||||||||||||||
Debt interest rate | 8.00% | |||||||||||||||
Borrowing total | $ 250,000 | |||||||||||||||
Convertible notes payable conversion price | $ 1.50 | |||||||||||||||
Debt discount on notes payable | $ 278,585 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Warrant extended term | 5 years | |||||||||||||||
Fair value of warrants | $ 278,585 | |||||||||||||||
Common stock purchase warrants issued for debt issuance costs | $ 436,366 | |||||||||||||||
Issuance of warrants to purchase of common stock | 250,000 | |||||||||||||||
Common stock at an exercise price | $ 1.50 | |||||||||||||||
Additional warrants granted | 350,000 | |||||||||||||||
Discount amortized of note and interest expense | $ 50,000 | |||||||||||||||
Convertible note payable term | 180 days | |||||||||||||||
Warrants exercise price reduced | $ 0.50 | |||||||||||||||
Common stock purchase warrants exercise price, per share | $ 1 | |||||||||||||||
Convertible Notes Payable [Member] | individual [Member] | ||||||||||||||||
Debt maturity date | Apr. 30, 2014 | |||||||||||||||
Common stock purchase warrants issued for debt issuance costs | $ 100,000 | |||||||||||||||
Remaining unamortized balance | ||||||||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||||||||
Amortization of debt discount | $ 39,452 | |||||||||||||||
Issuance of warrants to purchase of common stock | 150,000 | |||||||||||||||
Estimated fair value of conversion feature and warrants | $ 50,000 | |||||||||||||||
Borrowing total | $ 10,000 | $ 10,000 | ||||||||||||||
Convertible Notes Payable [Member] | April 14, 2014 [Member] | ||||||||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||||||||
Borrowing total | $ 100,000 | $ 100,000 | ||||||||||||||
Convertible notes payable conversion price | $ 1.50 | $ 1.50 | ||||||||||||||
Debt discount on notes payable | $ 50,000 | $ 50,000 | ||||||||||||||
Convertible Notes Payable Three [Member] | ||||||||||||||||
Remaining unamortized balance | 175,248 | |||||||||||||||
Amortization of debt discount | 175,248 | $ 0 | ||||||||||||||
Issuance of warrants to purchase of common stock | 600,000 | |||||||||||||||
Estimated fair value of conversion feature and warrants | $ 55,942 | |||||||||||||||
Notes payable principal balance | 200,000 | $ 200,000 | $ 100,000 | $ 100,000 | ||||||||||||
Warrants exercise price reduced | $ .50 | |||||||||||||||
Accrued interest | $ 17,085 | |||||||||||||||
Number of shares issued for note conversation | 317,490 | |||||||||||||||
Paid holder fee | $ 10,926 | |||||||||||||||
Convertible Notes Payable Four [Member] | ||||||||||||||||
Remaining unamortized balance | $ 39,452 | |||||||||||||||
Amortization of debt discount | ||||||||||||||||
Additional warrants granted | 71,268 | |||||||||||||||
Notes payable principal balance | $ 150,000 | $ 150,000 | ||||||||||||||
Warrants exercise price reduced | $ 0.50 | |||||||||||||||
Number of shares issued for note conversation | 300,000 | |||||||||||||||
Paid holder fee | $ 15,000 | |||||||||||||||
Debt conversion of accrued interest | 350,000 |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Aug. 28, 2012 |
Line-of-credit with related party | $ 61,225 | $ 33,807 | |
Note payable to related party, net of discount, short-term | 854,609 | 1,340,755 | $ 250,000 |
Notes Payable One [Member] | |||
Note payable to related party, net of discount, short-term | $ 854,609 | 1,008,989 | |
Notes Payable Two [Member] | |||
Note payable to related party, net of discount, short-term | 24,178 | ||
Notes Payable Three [Member] | |||
Note payable to related party, net of discount, short-term | 72,288 | ||
Notes Payable Four [Member] | |||
Note payable to related party, net of discount, short-term | 124,752 | ||
Notes Payable Five [Member] | |||
Note payable to related party, net of discount, short-term | $ 110,548 |
Debt - Schedule of Debt Outst35
Debt - Schedule of Debt Outstanding (Details) (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Notes Payable One [Member] | ||
Discount unamortized net | $ 145,391 | $ 410,111 |
Notes Payable Two [Member] | ||
Discount unamortized net | 0 | 822 |
Notes Payable Three [Member] | ||
Discount unamortized net | 0 | 27,712 |
Notes Payable Four [Member] | ||
Discount unamortized net | 0 | 175,248 |
Notes Payable Five [Member] | ||
Discount unamortized net | $ 0 | $ 39,452 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Feb. 28, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 26, 2015 |
Equity [Abstract] | ||||
Conversion of note payables and accrued interest to common stock | $ 475,000 | $ 503,630 | ||
Conversion of note payables and accrued interest to common stock, shares | 1,007,260 | |||
Accrued interest | $ 28,630 | |||
Conversion exchange rate per share | $ .50 | $ .50 | $ 0.50 | |
Conversion of line-of-credit to common stock | $ 50,000 | |||
Conversion of line-of-credit to common stock, shares | 100,000 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Stock date of granted expiration period | 10 years | ||
Stock-based compensation expense in connection with vesting of options granted | $ 58,360 | $ 559,962 | |
Unrecognized compensation cost related to unvested stock options | $ 141,385 | ||
2006 Equity Incentive Plan [Member] | |||
Issuance of reserved common stock, shares | 470,000 | ||
Aggregate number of stock reserved issuance | 475,000 | ||
Stock date of granted expiration period | 10 years | ||
All Plan [Member] | |||
Shares available for future grants under all plans | 136,500 | 136,500 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options Outstanding, Beginning | 4,204,500 | 4,204,500 |
Granted | ||
Exercised | ||
Forfeited | (30,000) | |
Number of Options Outstanding, Ending | 4,174,500 | 4,204,500 |
Number of Options Outstanding and exercisable | 3,854,500 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 3.89 | |
Granted | ||
Exercised | ||
Forfeited | $ 8.50 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending | 3.86 | $ 3.89 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable | $ 3.93 | |
Weighted Average Remaining Contractual Term Outstanding | 5 years 9 months 18 days | 6 years 3 months 18 days |
Outstanding and exercisable, Weighted Average Remaining Contractual Term | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 90,335 | |
Aggregate Intrinsic Value, Outstanding, Ending | 46,725 | $ 90,335 |
Outstanding and exercisable, Aggregate Intrinsic Value | $ 46,725 |
Derivative Instruments (Details
Derivative Instruments (Details Narrative) - USD ($) | May. 07, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 27, 2013 |
Notes payable principal balance | $ 12,000,000 | $ 12,000,000 | $ 9,550,000 | |
Proceeds from private placement | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Private Placement [Member] | ||||
Notes payable principal balance | $ 12,000,000 | |||
Warrant to purchase shares of common stock | 18,000,000 | |||
Proceeds from private placement | $ 12,000,000 | |||
Common stock, par value | $ 0.0001 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Estimated Fair Value of Derivative Liabilities (Details) - Jun. 30, 2015 - $ / shares | Total |
Volatility - range | 102.60% |
Risk-free rate | 1.00% |
Contractual term | 2 years 10 months 6 days |
Upon Issuance [Member] | |
Volatility - range | 102.60% |
Risk-free rate | 1.00% |
Contractual term | 3 years |
Derivative Instruments [Member] | |
Volatility - range | 104.60% |
Risk-free rate | 2.06% |
Contractual term | 6 years 10 months 6 days |
Exercise price | $ 0.50 |
Number of warrants in aggragate | 20,400,000 |
Derivative Instruments [Member] | Upon Issuance [Member] | |
Volatility - range | 119.20% |
Risk-free rate | 1.92% |
Contractual term | 7 years |
Exercise price | $ 0.50 |
Number of warrants in aggragate | 20,400,000 |
Derivative Instruments One [Member] | |
Volatility - range | 102.00% |
Contractual term | 3 years 1 month 6 days |
Exercise price | $ 0.50 |
Number of warrants in aggragate | 1,000,000 |
Derivative Instruments One [Member] | Upon Issuance [Member] | |
Volatility - range | 104.00% |
Contractual term | 5 years |
Exercise price | $ 0.50 |
Number of warrants in aggragate | 25,000 |
Derivative Instruments One [Member] | As of Date of Transition To Equity [Member] | |
Volatility - range | 104.00% |
Contractual term | 5 years |
Exercise price | $ 0.50 |
Number of warrants in aggragate | 1,325,000 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Changes In Fair Value Derivative Financial Instruments (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 701,214 | |
Warrants issued in connection with the secured convertible note (expensed at issuance date)-Note 2 | 8,034,007 | |
Warrants issued for the secured convertible note placement fee (expensed at issuance date)-Note 2 | 1,071,201 | |
Warrants issued to originate or extend notes payable (recorded as discount on note payable) -Note 3 | 126,678 | |
Unrealized derivative gains included in other expense | (265,267) | |
Transition of derivative liability to equity-Note 3 | 329,849 | |
Ending balance | $ 7,135,145 |
Warrants (Details Narrative)
Warrants (Details Narrative) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
Warrants | |
Weighted average of purchase warrants term | 6 years 4 months 24 days |
Common stock purchase warrants and intrinsic value | $ 0 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Warrants | |
Outstanding and exercisable, Number of Warrants, Beginning balance | 3,662,710 |
Number of Warrants, Issued for secured convertible note payable placement fee (Note 2) | 18,000,000 |
Number of Warrants, Issued for secured convertible note payable placement fee (Note 2) | 2,400,000 |
Number of Warrants, Issued in conjunction with notes payable (Note 3) | 25,000 |
Number of Warrants, Issued in conjunction with line-of-credit (Note 3) | 300,000 |
Number of Warrants, Exercised | |
Outstanding and exercisable, Number of Warrants, Ending balance | 24,387,710 |
Outstanding and exercisable, Weighted Average Exercise Price Per Share | $ 1.59 |
Weighted Average Exercise Price Per Share, Issued in conjunction with secured convertible note payable (Note 2) | 0.50 |
Weighted Average Exercise Price Per Share, Issued for secured convertible note payable placement fee (Note 2) | 0.50 |
Weighted Average Exercise Price Per Share, Issued in conjunction with notes payable (Note 3) | 0.50 |
Weighted Average Exercise Price Per Share, Issued in conjunction with line-of-credit (Note 3) | $ 0.50 |
Weighted Average Exercise Price Per Share, Exercised | |
Outstanding and exercisable, Weighted Average Exercise Price Per Share | $ 0.54 |
Supplemental Oil and Gas Info44
Supplemental Oil and Gas Information (Details Narrative) | Jun. 30, 2015a |
Nicaraguan Concessions [Member] | |
Unevaluated costs, acre of land | 1,400,000 |
Supplemental Oil and Gas Info45
Supplemental Oil and Gas Information - Schedule of Costs Incurred In Connection With Oil and Gas Acquisition, Exploration and Development Activities (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Extractive Industries [Abstract] | |
Proved | |
Unproved | |
Total property acquisition costs | |
Development costs | |
Exploration costs | $ 27,784 |
Total costs | $ 27,784 |
Supplemental Oil and Gas Info46
Supplemental Oil and Gas Information - Schedule of Aggregate Capitalized Costs Relating To Oil and Gas Producing Activities, And Related Accumulated Depreciation, Depletion, Amortization and Ceiling Write-Downs (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Extractive Industries [Abstract] | ||
Proved oil and gas properties | ||
Unproved oil and gas properties | $ 10,620,620 | $ 10,592,836 |
Total | 10,620,620 | 10,592,836 |
Less amount allocated to revenue sharing interest granted to Note holder for extension of maturity date (See Note 2) | $ (964,738) | $ (964,738) |
Less accumulated depreciation, depletion, amortization and ceiling write-downs | ||
Net capitalized costs | $ 9,655,882 | $ 9,628,098 |
Supplemental Oil and Gas Info47
Supplemental Oil and Gas Information - Schedule of Oil And Gas Property Costs Not Being Amortized (Details) | Jun. 30, 2015USD ($) |
Extractive Industries [Abstract] | |
2015 (through June 30, 2015) | $ 27,784 |
2,014 | 115,622 |
2,013 | 6,051,411 |
2,012 | 581,723 |
2,011 | 731,347 |
Prior | 3,112,733 |
Total costs not being amortized | $ 10,620,620 |
Commitments and Contingencies48
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 15, 2014 | Sep. 23, 2013 | Oct. 13, 2011 | Jun. 06, 2009 | Mar. 23, 2009 | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 31, 2012 | Dec. 31, 2009 |
Letters of credit | $ 851,550 | ||||||||
Letters of credit expiration date | Jan. 31, 2014 | ||||||||
Minimum cash requirements after approval | $ 5,500,000 | ||||||||
Minimum cash requirements after approval relating to training and area fees | 280,000 | ||||||||
Minimum cash requirements related estimate require approximately | 330,000 | ||||||||
Minimum working capital requirements | $ 315,000 | ||||||||
Secured subordinated promissory notes | $ 1,275,000 | ||||||||
Percentage of revenue sharing Interest | 1.00% | ||||||||
Amount funded by Off-Shore | $ 1,275,000 | ||||||||
Percentage of payment of revenue to Off-Shore | 1.00% | ||||||||
Percentage of payment of revenue to officers and directors | 1.00% | ||||||||
Notes payable principal balance | $ 1,050,000 | ||||||||
Asset retirement obligations | 1,716,003 | 1,716,003 | |||||||
Default judgment granted against the company | $ 445,521 | 125,000 | |||||||
Estimated liability relating each operating well | 30,000 | $ 45,103 | |||||||
Total estimated liability relating to all operating wells | 780,000 | ||||||||
Payment for demand | $ 56,000 | ||||||||
Payment for investor relations services | $ 7,000 | ||||||||
Number of shares issuance of common stock to investor | 15,000 | ||||||||
Payments made for new issued common stock | $ 14,000 | ||||||||
Number of shares issued during period settlement of final termination agreement | 28,000 | ||||||||
Accounts payable | 49,000 | $ 49,000 | |||||||
Cambrian Consultants America, Inc [Member] | |||||||||
Default judgment granted against the company | $ 96,877 | ||||||||
Perlas [Member] | |||||||||
Exploration concession term | 30 years | ||||||||
Letters of credit | $ 443,100 | ||||||||
Letters of credit expiration date | Mar. 31, 2014 | ||||||||
Increase letter of credit | $ 1,356,227 | ||||||||
Tyra [Member] | |||||||||
Exploration concession term | 30 years | ||||||||
Letters of credit | $ 408,450 | ||||||||
Letters of credit expiration date | Sep. 30, 2014 | ||||||||
Increase letter of credit | $ 278,450 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Exploration Work Commitment and Relinquishments by Individual Blocks (Details) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
Sub-Period1 [Member] | Block Perlas [Member] | |
Duration | 2 years |
Minimum Work Commitment | Environmental Impact Study Acquisition interpretation of 333km of new 2D seismic Acquisition, processing interpretation of 667km of new 2D seismic (or equivalent in 3D Environmental Impact Study - Acquisition & interpretation of 333km of new 2D seismic - Acquisition, processing & interpretation of 667km of new 2D seismic (or equivalent in 3D) |
Minimum Relinquishments | 26km2 |
Irrevocable Guarantee | $ 443,100 |
Sub-Period1 [Member] | Block Tyra [Member] | |
Duration | 1 year 6 months |
Minimum Work Commitment | Environmental Impact Study - Acquisition & interpretation of 667km of existing 2D seismic - Acquisition of 667km of new 2D seismic (or equivalent in 3D) |
Minimum Relinquishments | 26km2 |
Irrevocable Guarantee | $ 408,450 |
Sub-Period 2 Optional [Member] | Block Perlas [Member] | |
Duration | 1 year |
Minimum Work Commitment | - Acquisition, processing & interpretation of 200km2 of 3D seismic |
Minimum Relinquishments | 53km2 |
Irrevocable Guarantee | $ 1,356,227 |
Sub-Period 2 Optional [Member] | Block Tyra [Member] | |
Duration | 6 months |
Minimum Work Commitment | Processing & interpretation of the 667km 2D seismic (or equivalent in 3D) acquired in the previous sub-period |
Minimum Relinquishments | 40km2 |
Irrevocable Guarantee | $ 278,450 |
Sub-Period 3 Optional [Member] | Block Perlas [Member] | |
Duration | 1 year |
Minimum Work Commitment | Drilling of one exploration well to the Cretaceous or 3,500m, whichever is Shallower |
Minimum Relinquishments | 80km2 |
Irrevocable Guarantee | $ 10,220,168 |
Sub-Period 3 Optional [Member] | Block Tyra [Member] | |
Duration | 2 years |
Minimum Work Commitment | Acquisition, processing & interpretation of 250km2 of new 3D seismic |
Minimum Relinquishments | 160km2 |
Irrevocable Guarantee | $ 1,818,667 |
Sub-Period 4 Optional [Member] | Block Perlas [Member] | |
Duration | 2 years |
Minimum Work Commitment | Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower - Geochemical analysis |
Minimum Relinquishments | All acreage except areas with discoveries |
Irrevocable Guarantee | $ 10,397,335 |
Sub-Period 4 Optional [Member] | Block Tyra [Member] | |
Duration | 2 years |
Minimum Work Commitment | Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower - Geochemical analysis |
Minimum Relinquishments | All acreage except areas with discoveries |
Irrevocable Guarantee | $ 10,418,667 |
Commitments and Contingencies50
Commitments and Contingencies - Schedule of Contractual and Fiscal Terms (Details) - 6 months ended Jun. 30, 2015 | USD ($)Factor$ / shares |
Amount of contract per year, per block | $ | $ 50,000 |
Natural Gas Royalties | Market value at production |
Percentage of Natural Gas Royalties | 5.00% |
Corporate Tax | 30.00% |
Percentage of social contribution of net profit | 3.00% |
Percentage of social contribution of net profit for each autonomous region | 1.50% |
Investment Protection | ICSID arbitration OPIC insurance |
Factor One [Member] | |
Royalties recovery factor, minimum | 0 |
Royalties recovery factor, maximum | 1.5 |
Percentage of royalties | 5.00% |
Factor Two [Member] | |
Royalties recovery factor, minimum | 1.5 |
Royalties recovery factor, maximum | 3 |
Percentage of royalties | 10.00% |
Factor Three [Member] | |
Royalties recovery factor, maximum | 3 |
Percentage of royalties | 15.00% |
Period One [Member] | |
Period of area fee per hectare, minimum | 1 year |
Period of area fee per hectare, maximum | 3 years |
Area fee per hectare | $ / shares | $ 0.05 |
Period Two [Member] | |
Period of area fee per hectare, minimum | 4 years |
Period of area fee per hectare, maximum | 7 years |
Area fee per hectare | $ / shares | $ 0.10 |
Period Three [Member] | |
Period of area fee per hectare, maximum | 8 years |
Area fee per hectare | $ / shares | $ 0.15 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May. 15, 2015 | Mar. 26, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2014 | Sep. 23, 2013 | Sep. 23, 2013 | Aug. 28, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 13, 2012 |
Billing for CFO staff for consideration of office services | $ 0 | $ 0 | |||||||||||
Aggregate amount of off-shore subordinated loan | $ 1,275,000 | ||||||||||||
Exchange of shares owned | 375,400 | ||||||||||||
Additional shares issued | 420,448 | ||||||||||||
Value of additional shares issued | $ 1,681,792 | ||||||||||||
Issuance price per share | $ 4 | ||||||||||||
Accrued compensation to related parties | 1,246,208 | $ 1,187,208 | |||||||||||
Company borrowed amount by issued a short-term note payable | $ 250,000 | 854,609 | $ 1,340,755 | ||||||||||
Percentage of ownership held by board member | 49.00% | ||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||
Notes maturity date | Nov. 23, 2013 | Feb. 28, 2013 | |||||||||||
Issuance of warrants to purchase common stock | 100,000 | 100,000 | 350,000 | 120,000 | |||||||||
Issuance of warrants common stock purchase price per share | $ 0.50 | $ .50 | $ 1.50 | $ 1.50 | $ 2.50 | $ 1.50 | |||||||
Warrants expiration date | Mar. 26, 2010 | Feb. 28, 2020 | Aug. 31, 2017 | ||||||||||
Number of issued warrants lender | 890,625 | ||||||||||||
Line of credit facility, borrowing capacity | $ 100,000 | $ 50,000 | $ 50,000 | $ 100,000 | |||||||||
Line of credit facility, interest rate | 8.00% | 8.00% | |||||||||||
Line of credit facility, expiration date | Jan. 31, 2014 | ||||||||||||
Fair value of warrants | $ 28,507 | $ 603,966 | 57,961 | $ 60,290 | |||||||||
Warrant extended term | 5 years | 5 years | |||||||||||
Warrants exercise price reduced | $ .50 | $ 1.50 | |||||||||||
Increased value of amended warrants | $ 30,288 | $ 149,517 | |||||||||||
Borrowed | $ 100,000 | ||||||||||||
January 23, 2014 [Member] | |||||||||||||
Issuance of warrants to purchase common stock | 400,000 | ||||||||||||
Line of credit facility, borrowing capacity | $ 450,000 | ||||||||||||
Fair value of warrants | $ 60,290 | ||||||||||||
Warrants exercise price reduced | $ 1.50 | ||||||||||||
Minimum [Member] | |||||||||||||
Warrants expiration date | Sep. 23, 2018 | ||||||||||||
Maximum [Member] | |||||||||||||
Warrants expiration date | Jul. 23, 2019 | ||||||||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Exchange of shares owned | 15,016 | ||||||||||||
Preferred stock liquidation and par value | $ 100 | $ 100 | |||||||||||
Additional shares issued | 45,048 | ||||||||||||
Value of additional shares issued | $ 180,192 | ||||||||||||
CFO's Firm [Member] | |||||||||||||
Due to related party for consideration of services | $ 767,407 | $ 767,407 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 23, 2013 | Aug. 28, 2012 | Jun. 30, 2015 |
Promissory notes maturity date | Nov. 23, 2013 | Feb. 28, 2013 | |
Subsequent Event [Member] | |||
Proceeds from promissory notes | $ 85,000 | ||
Promissory notes maturity date | Oct. 30, 2015 | ||
Number of warrants issued to purchases of common stock | 85,000 | ||
Warrants exercise price per share | $ 0.56 | ||
Warrants terminate term | 5 years |