Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 20, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | INFINITY ENERGY RESOURCES, INC | |
Entity Central Index Key | 0000822746 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,548,265 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 73,235 | $ 1,785 |
Deposit to acquire oil and gas property | 75,000 | |
Total current assets | 148,235 | 1,785 |
Total assets | 148,235 | 1,785 |
Current liabilities: | ||
Accounts payable | 1,234,335 | 6,091,453 |
Accrued liabilities (including $788,520 due to related party at September 30, 2020 and December 31, 2019) | 3,747,468 | 3,777,580 |
Accrued interest | 37,787 | 528,684 |
Asset retirement obligations | 1,716,003 | 1,716,003 |
Notes payable, net | 129,094 | 1,104,125 |
Total current liabilities | 6,864,687 | 13,217,845 |
Derivative liabilities | 868 | 1,116 |
Total liabilities | 6,865,555 | 13,218,961 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficit: | ||
Preferred stock; par value $.0001 per share, 10,000,000 shares authorized; no shares issued or outstanding as of September 30, 2020 and December 31, 2019 | ||
Common stock, par value $.0001 per share, 75,000,000 shares authorized, 18,548,265 and 12,310,733 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 1,855 | 1,231 |
Additional paid-in capital | 110,270,518 | 109,583,945 |
Accumulated deficit | (116,989,693) | (122,802,352) |
Total stockholders' deficit | (6,717,320) | (13,217,176) |
Total liabilities and stockholders' deficit | $ 148,235 | $ 1,785 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accrued liabilities due to related party | $ 788,520 | $ 788,520 |
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 18,548,265 | 12,310,733 |
Common stock, shares outstanding | 18,548,265 | 12,310,733 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
General and administrative expenses | $ 120,168 | $ 9,911 | $ 226,235 | $ 139,059 |
Total operating expenses | 120,168 | 9,911 | 226,235 | 139,059 |
Operating loss | (120,168) | (9,911) | (226,235) | (139,059) |
Other income (expense): | ||||
Interest expense | (67,370) | (19,967) | (111,496) | (70,266) |
Gain on extinguishment of liabilities | 6,150,142 | 6,150,142 | 2,413,280 | |
Change in derivative fair value | 824 | (127,284) | 248 | (190,092) |
Total other income (expense) | 6,083,596 | (147,251) | 6,038,894 | 2,152,922 |
Income (loss) before income taxes | 5,963,428 | (157,162) | 5,812,659 | 2,013,863 |
Income tax (expense) benefit | ||||
Net income (loss) | $ 5,963,428 | $ (157,162) | $ 5,812,659 | $ 2,013,863 |
Basic and diluted net income (loss) per share: | ||||
Basic | $ 0.40 | $ (0.02) | $ 0.44 | $ 0.25 |
Diluted | $ 0.36 | $ (0.02) | $ 0.43 | $ 0.25 |
Weighted average shares outstanding - basic | 14,820,900 | 8,699,978 | 13,147,455 | 8,129,779 |
Weighted average shares outstanding - diluted | 16,641,125 | 8,699,978 | 13,754,197 | 8,129,779 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 771 | $ 109,080,273 | $ (124,647,127) | $ (15,566,083) |
Balance, shares at Dec. 31, 2018 | 7,712,569 | |||
Net income (loss) | (171,618) | (171,618) | ||
Balance at Mar. 31, 2019 | $ 771 | 109,080,273 | (124,818,745) | (15,737,701) |
Balance, shares at Mar. 31, 2019 | 7,712,569 | |||
Balance at Dec. 31, 2018 | $ 771 | 109,080,273 | (124,647,127) | (15,566,083) |
Balance, shares at Dec. 31, 2018 | 7,712,569 | |||
Net income (loss) | 2,013,863 | |||
Balance at Sep. 30, 2019 | $ 969 | 109,317,493 | (122,633,264) | (13,314,802) |
Balance, shares at Sep. 30, 2019 | 9,693,385 | |||
Balance at Mar. 31, 2019 | $ 771 | 109,080,273 | (124,818,745) | (15,737,701) |
Balance, shares at Mar. 31, 2019 | 7,712,569 | |||
Issuance of common shares pursuant to exchange agreements | $ 61 | 29,308 | 29,369 | |
Issuance of common shares pursuant to exchange agreements, shares | 605,816 | |||
Issuance of common stock purchase warrants pursuant to exchange agreements | 70,549 | 70,549 | ||
Net income (loss) | 2,342,643 | 2,342,643 | ||
Balance at Jun. 30, 2019 | $ 832 | 109,180,130 | (122,476,102) | (13,295,140) |
Balance, shares at Jun. 30, 2019 | 8,318,385 | |||
Issuance of common shares pursuant to Private Placement | $ 137 | 137,363 | 137,500 | |
Issuance of common shares pursuant to Private Placement, shares | 1,375,000 | |||
Net income (loss) | (157,162) | (157,162) | ||
Balance at Sep. 30, 2019 | $ 969 | 109,317,493 | (122,633,264) | (13,314,802) |
Balance, shares at Sep. 30, 2019 | 9,693,385 | |||
Balance at Dec. 31, 2019 | $ 1,231 | 109,583,945 | (122,802,352) | (13,217,176) |
Balance, shares at Dec. 31, 2019 | 12,310,733 | |||
Stock-based compensation | 24,308 | 24,308 | ||
Net income (loss) | (84,765) | (84,765) | ||
Balance at Mar. 31, 2020 | $ 1,231 | 109,608,253 | (122,887,117) | (13,277,633) |
Balance, shares at Mar. 31, 2020 | 12,310,733 | |||
Balance at Dec. 31, 2019 | $ 1,231 | 109,583,945 | (122,802,352) | (13,217,176) |
Balance, shares at Dec. 31, 2019 | 12,310,733 | |||
Net income (loss) | 5,812,659 | |||
Balance at Sep. 30, 2020 | $ 1,855 | 110,270,518 | (116,989,693) | (6,717,320) |
Balance, shares at Sep. 30, 2020 | 18,548,265 | |||
Balance at Mar. 31, 2020 | $ 1,231 | 109,608,253 | (122,887,117) | (13,277,633) |
Balance, shares at Mar. 31, 2020 | 12,310,733 | |||
Stock-based compensation | 24,308 | 24,308 | ||
Net income (loss) | (66,004) | (66,004) | ||
Balance at Jun. 30, 2020 | $ 1,231 | 109,632,561 | (122,953,121) | (13,319,329) |
Balance, shares at Jun. 30, 2020 | 12,310,733 | |||
Issuance of common shares pursuant to exchange agreements | $ 74 | 132,682 | 132,756 | |
Issuance of common shares pursuant to exchange agreements, shares | 737,532 | |||
Stock-based compensation | 105,825 | 105,825 | ||
Issuance of common shares in consideration for deposit to acquire oil and gas property | $ 50 | 74,950 | 75,000 | |
Issuance of common shares in consideration for deposit to acquire oil and gas property, shares | 500,000 | |||
Beneficial conversion feature on issuance of convertible note with detachable warrants to purchase common | 325,000 | 325,000 | ||
Issuance of restricted stock | $ 500 | (500) | ||
Issuance of restricted stock, shares | 5,000,000 | |||
Net income (loss) | 5,963,428 | 5,963,428 | ||
Balance at Sep. 30, 2020 | $ 1,855 | $ 110,270,518 | $ (116,989,693) | $ (6,717,320) |
Balance, shares at Sep. 30, 2020 | 18,548,265 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 5,812,659 | $ 2,013,863 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative liability | (248) | 190,092 |
Stock-based compensation | 154,441 | |
Gain on exchange of debt and warrant obligations | (1,310,006) | (2,413,280) |
Gain on derecognition of liabilities | (4,840,136) | |
Amortization of discount on convertible note payable | 44,094 | |
Change in operations assets and liabilities: | ||
Decrease in accounts payable | (16,982) | (5,740) |
Increase (decrease) in accrued liabilities | (30,112) | 77,721 |
Increase in accrued interest | 51,865 | 70,266 |
Net cash used in operating activities | (134,425) | (67,078) |
Cash flows from investing activities | ||
Deposit to acquire oil and gas property | (50,000) | |
Net cash used in investing activities | (50,000) | |
Cash flows from financing activities: | ||
Repayment of notes payable pursuant to exchange agreement | (100,000) | |
Repayment of notes payable - related party | (41,000) | |
Repayment of notes payable | (19,125) | |
Proceeds from convertible note payable | 325,000 | 56,000 |
Proceeds from private placement of common stock | 137,500 | |
Proceeds from issuance of note payable - related party | 41,000 | |
Net cash provided by financing activities | 205,875 | 193,500 |
Net increase in cash and cash equivalents | 71,450 | 76,422 |
Cash and cash equivalents: | ||
Beginning | 1,785 | 1,367 |
Ending | 73,235 | 77,789 |
Supplemental cash flow information: | ||
Cash paid for interest | 15,536 | |
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Beneficial conversion feature on issuance of convertible note payable with detachable warrants to purchase common stock | 325,000 | |
Issuance of common shares for deposit to acquire oil and gas property | 75,000 | |
Issuance of restricted common stock | 500 | 500 |
Exchange of secured convertible note payable | 2,197,231 | |
Exchange of convertible notes payable - short term | 240,000 | |
Issuance of common shares pursuant to exchange agreements | 132,756 | 29,369 |
Issuance of common stock purchase warrants pursuant to exchange agreements | $ 70,549 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 condensed 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 condensed balance sheets, statements of operations, statements of stockholders’ deficit 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 2020 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 condensed 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 Since 2009, we had planned to pursue the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks offshore Nicaragua in the Caribbean Sea (the “Nicaraguan Concessions” or “Concessions”), which contain a total of approximately 1.4 million acres. We sold our wholly-owned subsidiary, Infinity Oil and Gas of Texas, Inc. (“Infinity Texas”) in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc. (“Infinity Wyoming”), was administratively dissolved in 2009. We also began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of natural gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, on July 31, 2019, we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold for oil & gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). We paid a nonrefundable deposit of $50,000 to bind the Option, which provided us the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the Option prior to December 31, 2019. On September 2, 2020, the Company acquired a new Option from Core under similar terms as the previous Option, however the Option now permits the Company to purchase the Properties at a reduced price of $900,000 at any time prior to November 1, 2020, and in connection with the acquisition of the new Option, the Company has agreed to immediately conduct a capital raise of between approximately $2-10 million to fund its acquisition and development of the Properties. There can be no assurance that the Company will obtain adequate financing in order to close on the acquisition prior to November 1, 2020 regardless of the reduced price or to enable it to conduct such subsequent capital raise, particularly in light of recent events including the coronavirus pandemic and its impact on the oil and gas industry. If the Company is able to complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. We intend to complete the acquisition of the Properties prior to the Option termination date of November 1, 2020, subject to successfully obtaining adequate financing. We must obtain new sources of debt and/or equity capital to fund the substantial needs enumerated above, as well as satisfying our existing debt obligations. We are attempting to obtain extensions of the maturity date for our outstanding debt; however, there can be no assurance that we will be able to do so or what the final terms will be if the lenders agree to such extensions. Further, we can provide no assurance that we will be able to obtain sufficient new debt/equity capital to exercise the Option. COVID–19 PANDEMIC The unaudited condensed financial statements contained in this quarterly report on Form 10-Q as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of September 30, 2020. Economies throughout the world have been and continue to be severely disrupted by the effects of the quarantines, business closures and the reluctance of individuals to leave their homes as a result of the outbreak of the coronavirus (Covid-19). In particular, the oil and gas market has been severely impacted by the negative effects of the coronavirus because of the substantial and abrupt decrease in the demand for oil and gas globally. In addition, the capital markets have been disrupted and our efforts to raise necessary capital will likely be adversely impacted by the outbreak of the virus and we cannot forecast with any certainty when the disruptions caused by it will cease to impact our business and the results of our operations. In reading this quarterly report on Form 10-Q, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the outbreak of Covid-19. Nicaragua We began pursuing an oil and gas exploration opportunity offshore Nicaragua in the Caribbean Sea in 1999. Since such time, we built relationships with the Instituto Nicaraguense de Energia (“INE”) and undertook the geological and geophysical research that helped us to become one of only six companies qualified to bid on offshore blocks in the first international bidding round held by INE in January 2003. On March 5, 2009, we signed the contracts granting us the Nicaraguan Concessions. Since our acquisition of the Nicaraguan Concessions, we have conducted an environmental study and developed geological information from the reprocessing and additional evaluation of existing 2-D seismic data acquired over our Concessions. In April 2013, the Nicaraguan government formally approved our Environmental Impact Assessment, at which time we commenced significant activity under the initial work plan involving the acquisition of new seismic data on the two Nicaraguan Concessions. We undertook seismic shoots during late 2013 that resulted in the acquisition of new 2-D and 3-D seismic data and have reviewed it to select initial drilling sites for exploratory wells. We relied on raising debt and equity capital to fund our ongoing maintenance/expenditure obligations under the Nicaraguan Concession, our day-to-day operations and corporate overhead because we have generated no operating revenues or cash flows in recent years. The $1.0 million December 2013 Note (See Note 3) matured in April 2016 and was in default was paid off on September 24, 2020. The Company has two other notes payable with principal balances of $85,000 as of September 30, 2020 are now in default. In January 2020, we abandoned the Concessions. Going Concern The Company must raise substantial amounts of debt and equity capital from other sources in the immediate future in order to fund the (i) acquisition of the Properties under the Option; (ii) normal day-to-day operations and corporate overhead; and (iii) outstanding debt and other financial obligations as they become due, as described below. These are substantial operational and financial issues that must be successfully addressed during 2020. The Company is seeking new sources of debt and equity capital to fund the needs enumerated above. The Company is attempting to obtain extensions of the maturity dates for its debt or compromises regarding its debt. In addition, the Company will seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. The Company has extinguished and/or restructured certain obligations that were in default during 2019 and 2020; however, there can be no assurance that it will be able to obtain such new funding, extensions or additional restructurings or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed 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. Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios Application of Issue No 98-5 To Certain Convertible Instruments The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense using interest method. Derivative Instruments The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of September 30, 2020 and December 31, 2019 and during the periods then ended, the Company had no oil and natural gas derivative arrangements outstanding. As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Notes 2, 3, 5 and 6), those warrants are required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations. Fair Value of Financial Instruments The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts. 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 Company’s own assumptions in determining the fair value. The estimated fair value of the derivative liabilities, which are related to detachable warrants issued in connection with various notes payable, (See Note 5 - Derivative Instruments) 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 Company’s common stock, par value $0.001 per share (the “Common Stock”), interest rates, the probability of both of the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the warrant agreement terms (See Note 5 - Derivative Instruments) and non-performance risk factors, among other items. The fair values for the warrant derivatives as of September 30, 2020 and December 31, 2019 were classified under the fair value hierarchy as Level 3. The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019: September 30, 2020 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ — $ — $ 868 $ 868 $ — $ — $ 868 $ 868 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ — $ — $ 1,116 $ 1,116 $ — $ — $ 1,116 $ 1,116 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the periods ended September 30, 2020 and December 31, 2019. Basic and Diluted Earnings (Loss) Per Share Net earnings (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase Common Stock at the average market price during the period. The Company has a convertible notes payable which is potentially dilutive, and their potential dilutive effect is included in diluted earnings (loss) per share is included at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or excluded from the calculations if their inclusion would be antidilutive. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” Management does not believe that there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations. |
Secured Convertible Note Payabl
Secured Convertible Note Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Secured Convertible Note Payable | Note 2 – Secured Convertible Note Payable The Company’s Senior Secured Convertible Note Payable in the principal amount of $12.0 million, issued in May 2015 (the “Note”), was paid off and all related liabilities extinguished in 2019, therefore there was no balance outstanding as of September 30, 2020 and December 31, 2019. Following is an analysis of the activity in the Note during the nine months ended September 30, 2019: Amount Balance at December 31, 2018 $ 2,197,231 Funding under the Investor Note (as defined below) during the period — Principal repaid during the period by issuance of Common Stock — Change in fair value of Note during the period — Exchange of Note payable for Common Stock 2,197,231 Balance at September 30, 2019 $ — On May 7, 2015, the Company completed a private placement in May 2015 (the “May 2015 Private Placement”) of the Note and a warrant to purchase 1,800,000 shares of Common Stock (the “Warrant”). The placement agent for the Company in the transaction received a fee of 6% of the 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 (the “Placement Agent”) was granted a warrant to purchase 240,000 shares of Common Stock at $5.00 per share, which warrant is immediately exercisable (the “Placement Agent Warrant”). The Note and Warrant were issued pursuant to a Securities Purchase Agreement, dated May 7, 2015, by and between the Company and an institutional investor (the “Investor”). The May 2015 Private Placement was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “33 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”). On May 4, 2017, the Investor notified the Company that it elected to effect an Investor Optional Offset under Section 7(a) of the Investor Note of the full $9,490,000 principal amount outstanding under the Investor Note against $9,490,000 in aggregate principal outstanding under the Note. It did so by surrendering and concurrently cancelling $9,490,000 in aggregate principal of the Note in exchange for the satisfaction in full and cancellation of the Investor Note. The Note had an aggregate outstanding principal balance of $11,687,231 as of the date of the exchange. The Investor requested that the Company to deliver a new convertible note (the “Replacement Note”) with respect to the remaining principal balance of $2,197,231 to replace the Note. The aggregate outstanding principal balance of $11,687,231 of the Note included an approximate $2.0 million original issue discount; however, the Investor funded only $510,000 under the Investor Note. The Company had recorded the fair value of the Replacement Note assuming that the remaining par value was $2,197,231, as asserted by the Investor. The Replacement Note provided for a maturity date of May 7, 2018, a conversion price of $0.50 per share and was due in monthly installment payments through May 2018 either in cash or Common Stock, among other terms. The Company did not repay the Replacement Note at its maturity and it was therefore in technical default. The Replacement Note was to be secured to the same extent as the Note. The Company and the Investor have negotiated a resolution of these outstanding matters regarding the default status and the issuance of the Replacement Note under the terms of the financing. On May 23, 2019, the Company and the Investor agreed to an omnibus resolution to these outstanding matters and entered into an exchange agreement (the “Exchange Agreement”) and a side-letter agreement (the “Side-Letter Agreement”), as described below: Exchange Agreement As a result of the exchange transactions described above, the Investor no longer owns any of the Original Securities, including any rights thereunder, and the Company cancelled the certificate(s) and other physical documentation evidencing the Investor’s ownership of the Original Securities. Side-Letter Agreement ● A-B= aggregate number of Right Shares ● A = 9.99% of shares of Common Stock outstanding on November 23, 2019 (calculated based on the Number of Fully-Diluted Shares Outstanding (as defined below)) ● B = The shares of Common Stock Issued to the Investor contemporaneously with the Exchange Agreement For the purposes of the Side-Letter Agreement, “Number of Fully-Diluted Shares Outstanding” means, as of any time of determination, the sum of (i) the aggregate number of issued and outstanding shares of Common Stock as of such time of determination; (ii) the aggregate maximum number of shares of Common Stock issuable on an as-converted and as-exchanged basis, as applicable (excluding any exercise of warrants to purchase Common Stock), pursuant to all capital stock and all other securities of the Company or any of its subsidiaries (excluding any warrants to purchase Common Stock and all Rights issued pursuant to the Exchange Agreement) outstanding as of such time of determination (or issuable pursuant to agreements in effect as of such time) that are at any time and under any circumstances (after issuance thereof, if applicable), directly or indirectly, convertible into or exchangeable for, or which otherwise entitles the holder thereof to acquire, Common Stock (assuming, for such purpose, that each such security is convertible or exchangeable, as applicable, at the lowest price per share for which one share of Common Stock is at any time, directly or indirectly, issuable upon the conversion or exchange, as applicable, of any such security and without regards to any limitations on conversion or exchange applicable thereto); and (iii) without duplication with clause (ii) above, the aggregate maximum number of shares of Common Stock issuable pursuant to any agreement (excluding any warrants to purchase Common Stock and all Rights issued pursuant to the Exchange Agreement) of any person with the Company or any of its subsidiaries in effect as of such time of determination (assuming, for such purpose, that the shares of Common Stock, directly or indirectly, issued pursuant to such agreement is issued at the lowest price per share for which one share of Common Stock is at any time, directly or indirectly, issuable pursuant to such agreement). Notwithstanding the foregoing, if any warrants to purchase Common Stock are outstanding (or issuable upon conversion or exchange of securities outstanding) as of such six-month anniversary (each, an “Outstanding Warrant”), on such six-month anniversary, the Company shall issue the Investor an additional Right to acquire a warrant (the “New Warrant”) exercisable for up to 9.99% of the shares of Common Stock issuable upon exercise of all Outstanding Warrants as of such six-month anniversary (the “New Warrant Shares”). The New Warrant Shares shall be of like tenor to the Outstanding Warrants. Pursuant to the Side-Letter Agreement, the Company also agreed that from the execution date of the Exchange Agreement until twelve (12) months from such date, the Company will not raise capital at a price that is below $0.10 per share of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) without the Investor’s consent. On May 30, 2019, the Company and the Investor entered into Amendment No. 1 to Exchange Agreement (the “Amendment”). Following execution of the Exchange Agreement on May 23, 2019, the Company and the Investor became aware of an inadvertent error regarding the number of shares of Common Stock to be issued to the Investor pursuant to the Exchange Agreement. The Company and the Investor agreed to amend the Exchange Agreement so it reflects the correct number of shares of Common Stock to be issued and to ensure that the Investor does not beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately following the effective date of the Exchange Agreement. Pursuant to the Amendment, the Company and the Investor agreed that the number of shares of Common Stock to be issued to the Investor would be an aggregate of 605,816 shares, instead of the 770,485 shares stated in the Exchange Agreement. Consistent with the developments above, effective November 23, 2019, the parties finalized the reconciliation pursuant to the Side-Letter Agreement described above and the related issuance of the True-Up Shares. Pursuant to the provisions of the Side-Letter Agreement, the parties agreed to the issuance of an additional 567,348 shares of Common Stock and the issuance of a warrant to purchase 61,380 shares of Common Stock at an exercise price of $0.50 per share, with an expiration date of June 19, 2026. Following is an analysis of gain on exchange of the debt and warrant obligations pursuant to the Exchange Agreement, which was finalized on November 23, 2019: Amount Obligations extinguished on the date of exchange, May 23, 2019: Note balance at the date of exchange, May 23, 2019 $ 2,197,231 Accrued interest on the Note at the date of exchange, May 23, 2019 28,643 Fair value of Warrant Derivative at the date of exchange, May 23, 2019 116,731 Securities issued in exchange for the obligations extinguished on the date of exchange, May 23, 2019 and the finalization of the Side-Letter Agreement at November 23, 2019: 605,816 shares of Common Stock issued on the date of exchange May 23, 2019 valued at $0.121 per share, the closing market price on May 23, 2019 (73,304 ) 567,348 shares of Common Stock issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (68,082 ) Issuance of warrants to purchase 61,380 shares of Common Stock issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (7,358 ) Gain on exchange of debt and warrant obligations $ 2,193,861 Prior to the finalization of the Side-Letter Agreement, the estimate of the gain on exchange of debt and warrant obligations related to the Note as of September 30, 2019 was $2,161,441. In addition, the Company issued the Placement Agent Warrant in May 2015 to purchase 240,000 shares of Common Stock issued as part of the placement fee in connection with the Note. The Placement Agent Warrant contained an expiration date of May 7, 2022 and an exercise price of $5.00 per share and is subject to certain price protection and dilution provisions. Such warrant was treated as a derivative liability for accounting purposes due to its ratchet and anti-dilution provisions. On June 4, 2019, the Company entered into an exchange agreement with the Placement Agent to extinguish the Placement Agent Warrant, including its certain price protection and dilution provisions, for a new warrant to purchase up to 50,000 shares of Common Stock with a termination date of June 4, 2026 at an exercise price of $0.50 per share without any price protection or dilution provisions. The estimated fair value of the Placement Agent Warrant derivative as of May 23, 2019, the date of the exchange agreement with the Placement Agent, was $37,368, representing a change of $29,795 from January 1, 2019. As a result of the exchange agreement with the Placement Agent, the Company extinguished the derivative liability of $37,368 attributable to the Placement Agent Warrant and recognized the estimated value of the new warrant of $7,985 as of June 4, 2019, the date of such exchange agreement. The resulting $29,383 difference between the estimated fair value of the Placement Agent Warrant extinguished and the new warrant issued to the Placement Agent was recorded as a gain on exchange of debt and warrant obligations, effective June 4, 2019. A summary of the estimated gain on exchange and extinguishment of debt and warrant obligations as of and for the nine months ended September 30, 2019 follows: Amount Exchange of secured convertible note – estimated at September 30, 2019 (See Note 2 above) $ 2,161,441 Warrant issued to Placement Agent and exchanged on June 4, 2019 (See Note 2 above) 29,383 Convertible note exchanged on June 19, 2019 (See Note 3) 222,456 Gain on exchange of debt and warrant obligations $ 2,413,280 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 3 – Debt Debt consists of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Notes payable, short term: Convertible note payable, (less discount of $321,074 and $-0- as of September 30, 2020 and December 31, 2019, respectively) $ 44,094 $ — Note payable (in default) — 1,000,000 Note payable (in default) 50,000 50,000 Note payable (in default) 35,000 35,000 Note payable (due on demand) — 19,125 Total notes payable, short-term $ 129,094 $ 1,104,125 Convertible Note Payable – Short-term On August 19, 2020, the Company entered into a securities purchase agreement with an accredited investor (the “August Investor”) for the Company’s senior unsecured convertible note due August 19, 2021 (the “August Note”), with an aggregate principal face amount of approximately $365,169. The August Note is, subject to certain conditions, convertible into an aggregate of 3,943,820 shares of Common Stock, at a price of $0.10 per share. The Company also issued a five-year common stock purchase warrant to purchase up to 800,000 shares of Common Stock at an exercise price of $0.50 per share (the “Fixed Conversion Price”), subject to customary adjustments (the “August Warrant”). The August Warrant is immediately exercisable and on a cashless basis if the shares underlying such warrant have not been registered within 180 days after the date of issuance. The August Investor purchased such securities from the Company for an aggregate purchase price of $325,000. The Company also granted the August Investor certain automatic and piggy-back registration rights whereby the Company has agreed to register the resale by the August Investor of the shares underlying the August Warrant and the conversion of the August Note. The August Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,500,000. The August Note is convertible at any time by the August Investor and the Company shall have the right to request that the August Investor convert the August Note in full or in part at the Fixed Conversion Price in the event that the VWAP (as defined in the August Note) of the Common Stock exceeds $0.75 for twenty consecutive trading days. In addition, pursuant to the August Note, so long as the August Note remains outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the Fixed Conversion Price without written consent of the August Investor. The conversion of the August Note and the exercise of the August Warrant are each subject to beneficial ownership limitations such that the August Investor may not convert the August Note or exercise the August Warrant to the extent that such conversion or exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. The Company and the August Investor agreed that for so long as the August Note and August Warrant remains outstanding, the August Investor has a right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the such subsequent financing. The August Note and August Warrant each contain customary events of default, representations, warranties, agreements of the Company and the August Investor and customary indemnification rights and obligations of the parties thereto, as applicable. The Note contains a BCF because the convertible portion or feature of the August Note provides a rate of conversion that is below market value and therefore is “in-the-money” when issued. The Company has recorded the BCF related to the issuance of the August Note when issued and also recorded the estimated fair value of the detachable August Warrant issued with the August Note. The BCF of the August Note was measured by allocating a portion of the August Note’s proceeds to the detachable August Warrant (utilizing black-scholes methodology), and as a reduction of the carrying amount of the August Note equal to the intrinsic value of the conversion feature, both of which were credited to additional paid-in-capital as of the issuance date. The value of the proceeds received from the August Note was then allocated between the conversion features and August Warrant on an allocated fair value basis. The allocated value of the BCF and August Warrant exceeded the proceeds received from issuance of the August Note which was recorded as a discount from the face amount of the August Note. The discount is amortized over the term of the August Note under the interest method and is charged to interest expense. Following is an analysis of the August Note as of its issuance date: Amount Allocation of August Note: Amount allocated to beneficial conversion feature $ 221,006 Amount allocated to detachable August Warrants 103,994 Amount allocated to original issue discount 40,169 Par value of August Note 365,169 Less: Discount (365,169 ) August Note balance – Net of discount on date of issuance $ — Following is a summary of the August Note as of and for the nine months ended September 30, 2020 follows: Amount Balance December 31, 2019 $ — Issuance of August Note — Amortization of discount for the nine months ended September 30, 2020 44,094 Balance September 30, 2020, August Note – Net of discount $ 44,094 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. In connection with the December 2013 Note, the Company granted the lender a warrant (the “December 2013 Warrant”) exercisable to purchase 100,000 shares of its Common Stock at an exercise price of $15.00 per share. In connection with an extension to April 2015, the Company and such lender amended the date for exercise of the December 2013 Warrant to be a period commencing April 7, 2015 and expiring on the third anniversary of such date. The Company issued no additional warrants to the lender in connection with the extension of the December 2013 Note to the new April 2015 maturity date (the “New Maturity Date”). If the Company failed to pay the December 2013 Note on or before the New Maturity Date, the number of shares issuable under the December 2013 Warrant increases to 1,333,333 and the exercise price drops to $0.75 per share. All other terms of the December 2013 Warrant remained the same. The December 2013 Warrant has been treated as a derivative liability whereby the value of December 2013 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 December 2013 Warrant expired as of September 30, 2020 and is no longer exercisable. In connection with an additional extension of the December 2013 Note to April 7, 2016, the Company agreed to enter into a definitive revenue sharing agreement with the lender (the “Revenue Sharing Agreement”) 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 percentage increased to one percent (1%) when the Company did not pay the December 2013 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 was recorded as a reduction of oil and gas properties and as a discount on the December 2013 Note and amortized ratably over the extended term of such note. Such prospective Revenue Sharing Agreement is void with the abandonment of the Nicaraguan Concessions. In connection with the extension of the maturity date of the December 2013 Note to April 7, 2016, the Company also (i) issued the lender 20,000 shares of restricted Common Stock; (ii) decreased the exercise price of the December 2013 Warrant to $5.00 per share and extended the term of the December 2013 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 December 2013 Note. The Company issued no additional warrants to the lender in connection with the extension of the December 2013 Note to the New Maturity Date. If the Company failed to pay the December 2013 Note on or before the New Maturity Date, the number of shares issuable under the December 2013 Warrant increases to 1,333,333 and the exercise price drops to $0.75 per share. All other terms of the warrant remained the same. The Company failed to make the required payment previously described and the reset of the terms of the December 2013 Warrant occurred, however such warrant expired in March 2017 unexercised. The December 2013 Note may be prepaid without penalty at any time. The December 2013 Note is subordinated to all existing and future senior indebtedness, as such terms are defined in the December 2013 Note. The December 2013 Note was in default and the parties agreed to a resolution to this default, including completing the extinguishment of the note balance, accrued interest and revenue sharing agreement through an exchange agreement which is further described below. The December 2013 Warrant was treated as a derivative liability whereby the value of the December 2013 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 was 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 December 2013 Warrant expired in 2019 and is not deemed outstanding as of September 30, 2020 and December 31, 2019. The discount was amortized ratably through the original maturity date and each of the extended maturity dates. The Company recognized the value of the 20,000 shares of Common Stock issued ($104,000) and the increased value of the outstanding warrants due to the decrease in their exercise price ($68,716) as an additional discount on the December 2013 Note to be amortized ratably over the extended term of such note. On September 24, 2020, the Company entered into an Exchange and Settlement Agreement (the “September Exchange Agreement”) with the December 2013 Note holder (the “Holder”), pursuant to which the Holder agreed to exchange the December 2013 Note in the original principal amount of $1,050,000, representing outstanding principal balance of $1,000,000 and accrued and unpaid interest thereon (which totaled $542,762 as of September 24, 2020), for (i) a cash payment in the amount of $100,000 and (ii) 737,532 newly issued shares of Common Stock (the “Exchange”). In connection with the September Exchange Agreement, the Company and the Holder agreed to terminate the following agreements: (i) the preemptive rights agreement, dated as of December 27, 2013, between the Company and the Holder, (ii) the revenue sharing agreement, dated as of May 30, 2014, between the Company and the Holder, and (iii) the indemnity agreement, dated as of December 27, 2013, between the Company and the Holder. Additionally, pursuant to the September Exchange Agreement, the Holder acknowledged the expiration on March 12, 2017, by its terms, of a common stock purchase warrant, issued to the Holder, for the purchase of up to 100,000 shares of Common Stock. The Company and the Holder also agreed to provide mutual limited releases, releasing each of them from all liabilities and obligations to the other, as between them with respect to claims relating to the December 2013 Note, such preemptive rights agreement, the Holder’s warrant and all other agreements relating thereto. The closing of the Exchange occurred concurrently with the execution of the September Exchange Agreement. At the closing, the Company made the $100,000 cash payment and issued 737,532 shares of Common Stock (valued at $132,756 based on the closing market price of the Common Stock on the date of the Exchange) to the Holder and the underlying documents and obligations summarized above were surrendered and/or cancelled. A summary of the gain on exchange and extinguishment of debt and the related accrued interest as of and for the nine months ended September 30, 2020 follows: Amount Principal balance of December 2013 Note extinguished as a result of the Exchange $ 1,000,000 Accrued interest extinguished as a result of the Exchange 542,762 Total obligations extinguished as a result of the Exchange 1,542,762 Cash payment to Holder as a result of the Exchange (100,000 ) Value of Common Stock issued as a result of the Exchange (132,756 ) Gain on extinguishment of debt and related accrued interest $ 1,310,006 Other notes payable The following notes were extinguished on June 19, 2019: ● On November 8, 2016, the Company borrowed a total of $200,000 from an individual under a convertible note payable with a conversion rate of $5.00 per share. The note required no principal or interest payments until its maturity date of November 7, 2017 and bore interest at 8% per annum. The note was not paid on its original maturity date. ● On April 20, 2017, the Company borrowed $40,000 under an unsecured credit facility with a private, third-party lender which was convertible at a rate of $5.00 per share. The note required no principal or interest payments until its maturity date of April 19, 2018 and bore interest at 8% per annum. The note was not paid on its maturity date. On June 19, 2019, the Company and the holder of these two convertible notes entered into an exchange agreement whereby such notes with an unpaid principal balance of $240,000 and related accrued interest totaling $45,020 were extinguished. Under such exchange agreement, the Company issued the individual a new warrant exercisable to purchase up to 570,000 shares of Common Stock at an exercise price of $0.50 per share, with a termination date of June 19, 2026 and without any price protection or dilution provisions in exchange for the extinguishment of such notes and related accrued interest. The Black-Scholes valuation of the warrant issued to the holder on June 19, 2019 totaled $62,564. Following is an analysis of gain on extinguishment of the obligations pursuant to such exchange agreement on June 19, 2019: Amount Obligations extinguished on the date of exchange, June 19, 2019: Convertible notes balance at the date of exchange, June 19, 2019 $ 240,000 Accrued interest on the convertible notes at the date of exchange, June 19, 2019 45,020 Securities issued in exchange for the obligations extinguished on the date of the exchange, June 19, 2019: Value of the stock purchase warrant issued on the date of exchange, June 19, 2019 (62,564 ) Gain on exchange of debt and warrant obligations $ 222,456 Other than the December 2013 Note, at September 30, 2020, the Company had short-term notes outstanding with entities or individuals as follows: ● On July 7, 2015, the Company borrowed a total of $50,000 from an individual under a convertible note payable with the conversion rate of $5.60 per share. The term of such note was for a period of 90 days and bears interest at 8% per annum. In connection with the loan, the Company issued the individual a warrant for the purchase of 5,000 shares of Common Stock at $5.60 per share for a period of five years from the date of such note. The terms of such note and warrant provide that should such note, and related interest not be paid in full by its maturity date, the number of warrants automatically increases to 10,000 shares and the exercise price remains at $5.60 per share. The ratchet provision in such warrant requires that such warrant be accounted for as derivative liability. The Company recorded the estimated fair value of such warrant totaling $22,314 as a discount on such note payable and as a derivative liability in the same amount, as of the origination date. On October 7, 2015, such note was extended for an additional 90 days, or until January 7, 2016, and later to May 7, 2016 and then to October 7, 2016. The Company did not repay such note by October 7, 2016. The Company and such lender are pursuing a resolution of this default. There can be no assurance that the Company will be successful in this regard. In consideration, the Company granted the holder of such note common stock purchase warrants exercisable to purchase 5,000 shares of Common Stock on each extension date at an exercise price of $5.60 per share, which warrants are immediately exercisable and expire in five years. The value of the 5,000 warrants issued on January 7, 2016 totaled $379 and $131 on May 7, 2016, both of which were amortized over the extension period (through October 7, 2016). The related warrant derivative liability balance was $511 and $662 as of September 30, 2020 and December 31, 2019, respectively. See Note 5. ● On July 15, 2015, the Company borrowed a total of $35,000 from an individual under a convertible note payable with the conversion rate of $5.60 per share. The term of such note was for a period of 90 days and bears interest at 8% per annum. In connection with the loan, the Company issued the entity a warrant for the purchase of 3,500 shares of Common Stock at $5.60 per share for a period of five years from the date of such note. The terms of such note and warrant provide that should such note, and related interest not be paid in full by its maturity date, the number of warrants automatically increases to 7,000 shares and the exercise price remains at $5.60 per share. The ratchet provision in such warrant requires that such warrant be accounted for as a derivative liability. The Company recorded the estimated fair value of such warrant totaling $11,827 as a discount on such note payable and as a derivative liability in the same amount, as of the origination date. On October 15, 2015, such note was extended for an additional 90 days, or until January 15, 2016, and later to October 15, 2016. The Company did not repay such note by October 15, 2016. The Company is pursuing a resolution of this default, including an additional extension from the holder. There can be no assurance that the Company will be successful in this regard. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 3,500 shares of Common Stock on each extension date at an exercise price of $5.60 per share, which warrants are immediately exercisable and expire in five years. The value of the 3,500 warrants on January 15, 2016 totaled $267 and $74 on October 2016, both of which were amortized over the extension period (through October 15, 2016). The related warrant derivative liability balance was $357 and $454 as of September 30, 2020 and December 31, 2019, respectively. See Note 5. ● On May 21, 2018, the Company borrowed $13,125 under an unsecured promissory note with a private third-party lender, which is convertible into Common Stock at a rate of $0.50 per share. During June 2019 and August 2019, the Company borrowed an additional $50,500 and $5,500, respectively, from this same third-party lender under the same terms. Such note is due on demand and bears interest at 8% per annum. In October 2019 the Company repaid $50,000 in principal on this demand note and the remaining balance of $19,125 was paid off on August 19, 2020. ● On May 13, 2020, the Company borrowed $41,000 from its Chairman, Chief Executive Officer and President in the form of an unsecured promissory note bearing 6% interest and due on demand. The proceeds were used for general working capital purposes. The outstanding principal on such note totaling $41,000 was paid off in full on August 19, 2020. During the nine months ended September 30, 2020, the Company accrued and paid a total of $654 of interest on this related party note payable. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | Note 4 – Stock Options The Company applies ASC 718, Stock Compensation In June 2005, the Company’s stockholders approved the 2005 Equity Incentive Plan (the “2005 Plan”), under which both incentive and non-statutory stock options were available for grant to employees, officers, non-employee directors and consultants. An aggregate of 47,500 shares of Common Stock were reserved for issuance under the 2005 Plan and 2006 Plan; however, the 2005 Plan and the 2006 Plan have now expired, and no further issuances can be made. In May 2006, the Company’s stockholders approved the 2006 Equity Incentive Plan (the “2006 Plan”), under which both incentive and non-statutory stock options could have been granted to employees, officers, non-employee directors and consultants. 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 Company’s Board of Directors and generally expire ten years after the date of grant. The Company also has issued other stock options not pursuant to a formal plan with terms similar to the 2005 Plan and 2006 Plan. At the Annual Meeting of Stockholders held on September 25, 2015, the stockholders approved the Infinity Energy Resources, Inc. 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”) and reserved 500,000 shares of Common Stock for issuance under the 2015 Plan. As of September 30, 2020, 500,000 shares were available for future grants under the 2015 Plan. All other Company plans have now expired. 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 Company’s 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 Company’s 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 nine months ended September 30, 2020 and 2019. The following table summarizes stock option activity for the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Weighted Aggregate Outstanding at December 31, 2019 332,000 $ 41.86 2.29 years $ — Granted — — Exercised — — Forfeited — — Outstanding at September 30, 2020 332,000 $ 41.86 1.54 years $ — Outstanding and exercisable at September 30, 2020 332,000 $ 41.86 1.54 years $ — The Company recorded stock-based compensation expense in connection with the vesting of options granted aggregating $-0- and $-0- during the nine months ended September 30, 2020 and 2019, respectively. The intrinsic value as of September 30, 2020 related to the vested and unvested stock options as of that date was $-0-. The unrecognized compensation cost as of September 30, 2020 related to the unvested stock options as of that date was $-0- Restricted stock grants. A summary of all restricted stock activity under the equity compensation plans for the nine months ended September 30, 2020 is as follows: Number of Weighted Nonvested balance, December 31, 2019 750,000 $ 0.13 Granted 5,000,000 0.13 Vested (625,000 ) (0.13 ) Forfeited — — Nonvested balance, September 30, 2020 5,125,000 $ 0.13 The Company recorded stock-based compensation expense in connection with the issuance/vesting of restricted granted aggregating $154,441 and $-0- during the nine months ended September 30, 2020 and 2019, respectively. The Company estimated the fair market value of these restricted stock grants based on the closing market price on the date of grant. As of September 30, 2020, there were $569,284 of total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next twenty-one months in accordance with the respective vesting scale. The nonvested balance of restricted stock vests as follows: Years ended Number of 2020 (October 1, 2020 through December 31, 2020) 2,000,000 2021 3,125,000 Total 5,125,000 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 5 – Derivative Instruments The estimated fair value of the Company’s derivative liabilities, all of which are related to the 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 Company’s 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 (Note 3) and non-performance risk factors, among other items (ASC 820, Fair Value Measurements The Company issued warrants to purchase an aggregate of 25,500 shares of Common Stock, in connection with various outstanding debt instruments which require derivative accounting treatment as of September 30, 2020 and December 31, 2019. A comparison of the assumptions used in calculating estimated fair value of such derivative liabilities as of September 30, 2020 and December 31, 2019 is as follows: As of As of Volatility – range 374.5 % 316.2 % Risk-free rate 0.28 % 1.69 % Contractual term 0.1 – .8 years 0.5 – 1.3 years Exercise price $ 5.60 $ 5.60 Number of warrants in aggregate 25,500 34,000 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, 2019 $ 1,116 Unrealized derivative gains included in other income/expense for the period (248 ) Balance at September 30, 2020 $ 868 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 6 – Warrants The following table summarizes warrant activity for the nine months ended September 30, 2020: Number of Weighted Outstanding and exercisable at December 31, 2019 946,943 $ 1.78 Issued 800,000 0.50 Exercised/forfeited (200,063 ) (5.03 ) Outstanding and exercisable at September 30, 2020 1,546,880 $ 0.70 The weighted average term of all outstanding common stock purchase warrants was 5.1 years as of September 30, 2020. 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 September 30, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The effective income tax rate on income (loss) before income tax benefit varies from the statutory federal income tax rate primarily due to the net operating loss history of the Company maintaining a full reserve on all net deferred tax assets during the nine months ended September 30, 2020 and 2019. In addition, the Tax Cuts and Jobs Act (the “Act”) enacted on December 22, 2017 which significantly changed U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018. Under the Act, corporations are no longer subject to the AMT, effective for taxable years beginning after December 31, 2017. The Company has incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at September 30, 2020. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to continue to provide a 100% valuation allowance on its net deferred tax assets. The Company expects to continue to maintain a full valuation allowance until it determines that it can sustain a level of profitability that demonstrates its ability to realize these assets. To the extent the Company determines that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. For income tax purposes, the Company has net operating loss carry-forwards of approximately $66,950,000 in accordance with its 2019 Federal Income tax return as filed, which expire from 2025 through 2038. The Company has recently completed the filing of its tax returns for the tax years 2012 through 2019. Therefore, all such tax returns are open to examination by the Internal Revenue Service. The Internal Revenue Code contains provisions under Section 382 which limit a company’s ability to utilize net operating loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Management has not completed its review of whether such ownership changes have occurred as of September 30, 2020, and whether the Company currently is subject to an annual limitation or the possibility of the complete elimination of the net operating loss carry- forwards might have occurred. In addition, the Company may be further limited by additional ownership changes which may occur in the future. |
Gain on Extinguishment of Liabi
Gain on Extinguishment of Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Gain on Extinguishment of Liabilities | Note 8 – Gain on Extinguishment of Liabilities During the three and nine months ended September 30, 2020, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law. A summary of the estimated gain on exchange and extinguishment of trade payables, debt and warrant obligations as of and for the nine months ended September 30, 2020 and 2019 follows: September 30, 2020 September 30, 2019 Notes payable, short term: Gain on extinguishment of debt and related accrued interest (See Note 3 above) $ 1,310,006 $ — Extinguishment of trade payables 4,840,136 — Exchange of secured convertible note – estimated at September 30, 2019 (See Note 2 above) — 2,161,441 Warrant issued to Placement Agent and exchanged on June 4, 2019 (See Note 2 above) — 29,383 Convertible note exchanged on June 19, 2019 (See Note 3) — 222,456 Total notes payable, short-term $ 6,150,142 $ 2,413,280 The Company incurred trade payable obligations totaling $4,840,136 during 2013 which were extinguished in 2020 pursuant to the relevant Statute of Limitations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies The Company did not maintain insurance coverage on its U.S domestic oil and gas properties for a period of time that it owned oil and gas leases through its subsidiaries. Therefore, the Company was not in compliance with Federal and State laws regarding the U.S. domestic oil and gas properties it previously owned. The Company’s known compliance issues relate to the Texas Railroad Commission regarding the capping of abandoned wells, administrative filings and renewal permits relative to its Texas oil and gas properties that were sold in 2012 through a sale of its wholly-owned subsidiary Infinity Texas. The ultimate resolution of these compliance issues could have a material adverse impact on the Company’s financial statements. Nicaraguan Concessions The Company was in default of various provisions of the 30-year Concessions as of September 30, 2020, including (1) the drilling of at least one exploratory well on the Perlas concession block; (2) the shooting of additional seismic on the Tyra concession block; (3) the provision of the Ministry of Energy of Nicaragua with the required letters of credit in the amounts totaling $1,356,227 for the Perlas concession block and $278,450 for the Tyra concession block for exploration requirements on the leases; (4) payment of the 2016, 2017, 2018 and 2019 area fees required for both of the Concessions, which total approximately $194,485; and (5) payment of the 2016, 2017, 2018 and 2019 training fees required for both of the Concessions, totaling approximately $350,000. The Company had been seeking a resolution of these defaults including the ability to extend, renew and/or renegotiate the terms of the Nicaraguan Concessions with the Nicaraguan government to cure the defaults; however, the political climate, domestic issues and other factors caused the Company to halt such efforts and abandon the Concessions in January 2020. 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 the Company’s former subsidiaries, Infinity Wyoming and Infinity Texas, were disposed during and prior to 2012; however, the Company may remain liable for certain asset retirement costs should the new owners not complete their obligations properly plug abandoned wells. Management believes the total asset retirement obligations recorded of $1,716,003 as of September 30, 2020 and December 31, 2019 are sufficient to cover any potential noncompliance liabilities relative 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 nor has it owned/produced any oil & gas properties for a number of years. Binding Term Sheet to Acquire Domestic Oil and Gas Properties On July 31, 2019, we acquired the Option from Core to purchase the production and mineral rights/leasehold for the Properties. We paid a nonrefundable deposit of $50,000 to bind the Option, which provided us the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the Option prior to December 31, 2019. On September 2, 2020, the Company acquired a new Option from Core under similar terms as the previous Option, however the Option now permits the Company to purchase the Properties at a reduced price of $900,000 at any time prior to November 1, 2020, and in connection with the acquisition of the new Option, the Company has agreed to immediately conduct a capital raise of between approximately $2-10 million to fund its acquisition and development of the Properties. There can be no assurance that the Company will obtain adequate financing in order to close on the acquisition prior to November 1, 2020 regardless of the reduced price or to enable it to conduct such subsequent capital raise, particularly in light of recent events including the coronavirus pandemic and its impact on the oil and gas industry. If the Company is able to complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. We intend to complete the acquisition of the Properties prior to the Option termination date of November 1, 2020, subject to successfully obtaining adequate financing. We must obtain new sources of debt and/or equity capital to fund the acquisition, develop and operate the Properties. Further, we can provide no assurance that we will be able to obtain sufficient new debt/equity capital to exercise the Option. Litigation The Company is subject to numerous claims and legal actions in which vendors are claiming breach of contract due to the Company’s failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements. As part of the claims and legal actions referred to above, the Company is currently involved in court litigation as follows: ● In October 2012 the State of Texas filed a lawsuit naming Infinity Texas, such subsidiary’s corporate officers and the Company, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company engaged in negotiations with the State of Texas in late 2012 and early 2013 and 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 have potential liability regarding the above matter, and the officers are held personally harmless by indemnification provisions of the Company. Therefore, to the extent they might actually occur, these liabilities 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 included in the asset retirement obligation on the accompanying 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 the Company resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Nicaraguan Concessions. Cambrian provided these services pursuant to a Master Consulting Agreement with Infinity, dated November 20, 2013, and has claimed 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 about June 19, 2014, under which it would issue 2,800 shares of Common Stock in full settlement of any balance then owed and final termination of the agreement. Torrey disputed the Company’s contentions and submitted the dispute to binding arbitration. The Company was unable to defend itself and the arbitration panel awarded Torrey a total of $79,594 in damages. The Company has accrued this amount in accounts payable as of September 30, 2020 and December 31, 2019, which management believes is sufficient to provide for the ultimate resolution of this dispute. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions The Company does not have any employees other than its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. In previous years, certain general and administrative services (for which payment is deferred) had been provided by the Company’s Chief Financial Officer’s accounting firm at its standard billing rates plus out-of-pocket expenses consisting primarily of accounting, tax and other administrative fees. The Company no longer utilizes its Chief Financial Officer’s accounting firm for such support services and was not billed for any such services during the nine months ended September 30, 2020 and 2019. The amount due to such firm for services previously provided was $762,407 as of September 30, 2020 and December 31, 2019 and is included in accrued liabilities at both dates. The Company’s Chief Operating Officer is a non-controlling member of Core. The Company acquired an Option from Core to purchase the production and mineral rights/leasehold for the Properties. The Company paid a nonrefundable deposit of $50,000 in 2019 to bind the original Option, which gave it the right to acquire the Properties for $2.5 million prior to December 31, 2019. On September 2, 2020, the parties acquired a new Option from Core under similar terms as the previous Option, however the Option now permits the Company to purchase the Properties at a reduced price of $900,000 at any time prior to November 1, 2020, and in connection with the acquisition of the new Option, the Company has agreed to immediately conduct a capital raise of between approximately $2-10 million to fund its acquisition and development of the Properties. The Company issued 500,000 shares of Common Stock valued at $75,000 to Core in order to bind the new Option. There can be no assurance that the Company will obtain adequate financing in order to close on the acquisition prior to November 1, 2020 regardless of the reduced price or to enable it to conduct such subsequent capital raise, particularly in light of recent events including the coronavirus pandemic and its impact on the oil and gas industry. As of September 30, 2020 and December 31, 2019, the Company had accrued compensation to its officers and directors of $1,829,208. The Board of Directors authorized the Company to cease compensation for its officers and directors, effective January 1, 2018. On May 13, 2020, the Company borrowed $41,000 from its Chairman, CEO & President in the form of an unsecured promissory note bearing 6% interest and due on demand. The proceeds were used for general working capital purposes. The entire principal balance of the note was retired on August 19, 2020 and there is no remaining balance as of September 30, 2020. During the nine months ended September 30, 2020, the Company accrued and paid a total of $654 of interest on this related party note payable. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Basic and diluted net income (loss) per share: | |
Net Earnings (Loss) Per Share | Note 11 –Net Earnings (Loss) Per Share The calculation of the weighted average number of shares outstanding and loss per share outstanding for the three and nine months ended September 30, 2020 and 2019 are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Numerator for basic income per share - $ 5,963,428 $ (157,162 ) $ 5,812,659 $ 2,013,863 Less: Interest expense on convertible debt 46,529 — 46,529 — Numerator for diluted income per share – $ 6,009,957 $ (157,162 ) $ 5,859,188 $ 2,013,863 Denominator for basic loss per share – weighted average shares outstanding 14,820,900 8,699,978 13,147,455 8,129,779 Dilutive effect of convertible debt outstanding 1,820,225 606,742 Dilutive effect of shares issuable under stock options and warrants outstanding — — — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 16,641,125 8,699,978 13,754,197 8,129,779 Net loss per share: Basic $ 0.40 $ (0.02 ) $ 0.44 $ 0.25 Diluted $ 0.36 $ (0.02 ) $ 0.43 $ 0.25 Basic loss per share is based upon the weighted average number of shares of Common Stock outstanding during the period. For the three and nine months ended September 30, 2020, the shares issuable upon conversion of the convertible debt issued on August 19, 2020 were considered Common Stock equivalents and therefore its dilutive effect was included in the computation of diluted income per share. All shares issuable upon conversion of convertible debt (other than the convertible debt issued on August 19, 2020) and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. For the three and nine months ended September 30, 2019, all shares issuable upon conversion of convertible debt and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events COVID–19 PANDEMIC The unaudited condensed financial statements contained in this quarterly report on Form 10-Q as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of September 30, 2020. Continuing after such date, we believe that our efforts to raise necessary capital will likely be adversely impacted by the outbreak of the coronavirus (Covid-19) and we cannot forecast with any certainty when the disruptions caused by it will cease to impact our business and the results of our operations in subsequent quarterly periods. In reading this quarterly report on Form 10-Q, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties to the results of our operations in such subsequent periods caused by the outbreak of Covid-19. |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 condensed 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 condensed balance sheets, statements of operations, statements of stockholders’ deficit 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 2020 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 condensed 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 Since 2009, we had planned to pursue the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks offshore Nicaragua in the Caribbean Sea (the “Nicaraguan Concessions” or “Concessions”), which contain a total of approximately 1.4 million acres. We sold our wholly-owned subsidiary, Infinity Oil and Gas of Texas, Inc. (“Infinity Texas”) in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc. (“Infinity Wyoming”), was administratively dissolved in 2009. We also began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of natural gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, on July 31, 2019, we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold for oil & gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). We paid a nonrefundable deposit of $50,000 to bind the Option, which provided us the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the Option prior to December 31, 2019. On September 2, 2020, the Company acquired a new Option from Core under similar terms as the previous Option, however the Option now permits the Company to purchase the Properties at a reduced price of $900,000 at any time prior to November 1, 2020, and in connection with the acquisition of the new Option, the Company has agreed to immediately conduct a capital raise of between approximately $2-10 million to fund its acquisition and development of the Properties. There can be no assurance that the Company will obtain adequate financing in order to close on the acquisition prior to November 1, 2020 regardless of the reduced price or to enable it to conduct such subsequent capital raise, particularly in light of recent events including the coronavirus pandemic and its impact on the oil and gas industry. If the Company is able to complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. We intend to complete the acquisition of the Properties prior to the Option termination date of November 1, 2020, subject to successfully obtaining adequate financing. We must obtain new sources of debt and/or equity capital to fund the substantial needs enumerated above, as well as satisfying our existing debt obligations. We are attempting to obtain extensions of the maturity date for our outstanding debt; however, there can be no assurance that we will be able to do so or what the final terms will be if the lenders agree to such extensions. Further, we can provide no assurance that we will be able to obtain sufficient new debt/equity capital to exercise the Option. COVID–19 PANDEMIC The unaudited condensed financial statements contained in this quarterly report on Form 10-Q as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of September 30, 2020. Economies throughout the world have been and continue to be severely disrupted by the effects of the quarantines, business closures and the reluctance of individuals to leave their homes as a result of the outbreak of the coronavirus (Covid-19). In particular, the oil and gas market has been severely impacted by the negative effects of the coronavirus because of the substantial and abrupt decrease in the demand for oil and gas globally. In addition, the capital markets have been disrupted and our efforts to raise necessary capital will likely be adversely impacted by the outbreak of the virus and we cannot forecast with any certainty when the disruptions caused by it will cease to impact our business and the results of our operations. In reading this quarterly report on Form 10-Q, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the outbreak of Covid-19. Nicaragua We began pursuing an oil and gas exploration opportunity offshore Nicaragua in the Caribbean Sea in 1999. Since such time, we built relationships with the Instituto Nicaraguense de Energia (“INE”) and undertook the geological and geophysical research that helped us to become one of only six companies qualified to bid on offshore blocks in the first international bidding round held by INE in January 2003. On March 5, 2009, we signed the contracts granting us the Nicaraguan Concessions. Since our acquisition of the Nicaraguan Concessions, we have conducted an environmental study and developed geological information from the reprocessing and additional evaluation of existing 2-D seismic data acquired over our Concessions. In April 2013, the Nicaraguan government formally approved our Environmental Impact Assessment, at which time we commenced significant activity under the initial work plan involving the acquisition of new seismic data on the two Nicaraguan Concessions. We undertook seismic shoots during late 2013 that resulted in the acquisition of new 2-D and 3-D seismic data and have reviewed it to select initial drilling sites for exploratory wells. We relied on raising debt and equity capital to fund our ongoing maintenance/expenditure obligations under the Nicaraguan Concession, our day-to-day operations and corporate overhead because we have generated no operating revenues or cash flows in recent years. The $1.0 million December 2013 Note (See Note 3) matured in April 2016 and was in default was paid off on September 24, 2020. The Company has two other notes payable with principal balances of $85,000 as of September 30, 2020 are now in default. In January 2020, we abandoned the Concessions. |
Going Concern | Going Concern The Company must raise substantial amounts of debt and equity capital from other sources in the immediate future in order to fund the (i) acquisition of the Properties under the Option; (ii) normal day-to-day operations and corporate overhead; and (iii) outstanding debt and other financial obligations as they become due, as described below. These are substantial operational and financial issues that must be successfully addressed during 2020. The Company is seeking new sources of debt and equity capital to fund the needs enumerated above. The Company is attempting to obtain extensions of the maturity dates for its debt or compromises regarding its debt. In addition, the Company will seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. The Company has extinguished and/or restructured certain obligations that were in default during 2019 and 2020; however, there can be no assurance that it will be able to obtain such new funding, extensions or additional restructurings or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed 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. |
Beneficial Conversion Feature of Convertible Notes Payable | Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios Application of Issue No 98-5 To Certain Convertible Instruments The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense using interest method. |
Derivative Instruments | Derivative Instruments The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of September 30, 2020 and December 31, 2019 and during the periods then ended, the Company had no oil and natural gas derivative arrangements outstanding. As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Notes 2, 3, 5 and 6), those warrants are required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts. 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 Company’s own assumptions in determining the fair value. The estimated fair value of the derivative liabilities, which are related to detachable warrants issued in connection with various notes payable, (See Note 5 - Derivative Instruments) 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 Company’s common stock, par value $0.001 per share (the “Common Stock”), interest rates, the probability of both of the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the warrant agreement terms (See Note 5 - Derivative Instruments) and non-performance risk factors, among other items. The fair values for the warrant derivatives as of September 30, 2020 and December 31, 2019 were classified under the fair value hierarchy as Level 3. The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019: September 30, 2020 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ — $ — $ 868 $ 868 $ — $ — $ 868 $ 868 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ — $ — $ 1,116 $ 1,116 $ — $ — $ 1,116 $ 1,116 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the periods ended September 30, 2020 and December 31, 2019. |
Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per Share Net earnings (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase Common Stock at the average market price during the period. The Company has a convertible notes payable which is potentially dilutive, and their potential dilutive effect is included in diluted earnings (loss) per share is included at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or excluded from the calculations if their inclusion would be antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” Management does not believe that there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations. |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019: September 30, 2020 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ — $ — $ 868 $ 868 $ — $ — $ 868 $ 868 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ — $ — $ 1,116 $ 1,116 $ — $ — $ 1,116 $ 1,116 |
Secured Convertible Note Paya_2
Secured Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Activity in Secured Convertible Note | Following is an analysis of the activity in the Note during the nine months ended September 30, 2019: Amount Balance at December 31, 2018 $ 2,197,231 Funding under the Investor Note (as defined below) during the period — Principal repaid during the period by issuance of Common Stock — Change in fair value of Note during the period — Exchange of Note payable for Common Stock 2,197,231 Balance at September 30, 2019 $ — |
Schedule of Gain on Exchange of Debt and Warrant Obligations | Following is an analysis of gain on exchange of the debt and warrant obligations pursuant to the Exchange Agreement, which was finalized on November 23, 2019: Amount Obligations extinguished on the date of exchange, May 23, 2019: Note balance at the date of exchange, May 23, 2019 $ 2,197,231 Accrued interest on the Note at the date of exchange, May 23, 2019 28,643 Fair value of Warrant Derivative at the date of exchange, May 23, 2019 116,731 Securities issued in exchange for the obligations extinguished on the date of exchange, May 23, 2019 and the finalization of the Side-Letter Agreement at November 23, 2019: 605,816 shares of Common Stock issued on the date of exchange May 23, 2019 valued at $0.121 per share, the closing market price on May 23, 2019 (73,304 ) 567,348 shares of Common Stock issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (68,082 ) Issuance of warrants to purchase 61,380 shares of Common Stock issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (7,358 ) Gain on exchange of debt and warrant obligations $ 2,193,861 |
Schedule of Gain on Exchange Extinguishment of Debt and Warrant Obligations | A summary of the estimated gain on exchange and extinguishment of debt and warrant obligations as of and for the nine months ended September 30, 2019 follows: Amount Exchange of secured convertible note – estimated at September 30, 2019 (See Note 2 above) $ 2,161,441 Warrant issued to Placement Agent and exchanged on June 4, 2019 (See Note 2 above) 29,383 Convertible note exchanged on June 19, 2019 (See Note 3) 222,456 Gain on exchange of debt and warrant obligations $ 2,413,280 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt consists of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Notes payable, short term: Convertible note payable, (less discount of $321,074 and $-0- as of September 30, 2020 and December 31, 2019, respectively) $ 44,094 $ — Note payable (in default) — 1,000,000 Note payable (in default) 50,000 50,000 Note payable (in default) 35,000 35,000 Note payable (due on demand) — 19,125 Total notes payable, short-term $ 129,094 $ 1,104,125 |
Schedule of Debt Date of Issuance | Following is an analysis of the August Note as of its issuance date: Amount Allocation of August Note: Amount allocated to beneficial conversion feature $ 221,006 Amount allocated to detachable August Warrants 103,994 Amount allocated to original issue discount 40,169 Par value of August Note 365,169 Less: Discount (365,169 ) August Note balance – Net of discount on date of issuance $ — |
Schedule of Note Net of Discount | Following is a summary of the August Note as of and for the nine months ended September 30, 2020 follows: Amount Balance December 31, 2019 $ — Issuance of August Note — Amortization of discount for the nine months ended September 30, 2020 44,094 Balance September 30, 2020, August Note – Net of discount $ 44,094 |
Schedule of Gain on Extinguishment of Debt | A summary of the gain on exchange and extinguishment of debt and the related accrued interest as of and for the nine months ended September 30, 2020 follows: Amount Principal balance of December 2013 Note extinguished as a result of the Exchange $ 1,000,000 Accrued interest extinguished as a result of the Exchange 542,762 Total obligations extinguished as a result of the Exchange 1,542,762 Cash payment to Holder as a result of the Exchange (100,000 ) Value of Common Stock issued as a result of the Exchange (132,756 ) Gain on extinguishment of debt and related accrued interest $ 1,310,006 Following is an analysis of gain on extinguishment of the obligations pursuant to such exchange agreement on June 19, 2019: Amount Obligations extinguished on the date of exchange, June 19, 2019: Convertible notes balance at the date of exchange, June 19, 2019 $ 240,000 Accrued interest on the convertible notes at the date of exchange, June 19, 2019 45,020 Securities issued in exchange for the obligations extinguished on the date of the exchange, June 19, 2019: Value of the stock purchase warrant issued on the date of exchange, June 19, 2019 (62,564 ) Gain on exchange of debt and warrant obligations $ 222,456 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Weighted Aggregate Outstanding at December 31, 2019 332,000 $ 41.86 2.29 years $ — Granted — — Exercised — — Forfeited — — Outstanding at September 30, 2020 332,000 $ 41.86 1.54 years $ — Outstanding and exercisable at September 30, 2020 332,000 $ 41.86 1.54 years $ — |
Schedule of Restricted Stock Unit Activity | A summary of all restricted stock activity under the equity compensation plans for the nine months ended September 30, 2020 is as follows: Number of Weighted Nonvested balance, December 31, 2019 750,000 $ 0.13 Granted 5,000,000 0.13 Vested (625,000 ) (0.13 ) Forfeited — — Nonvested balance, September 30, 2020 5,125,000 $ 0.13 |
Schedule of Nonvested Restricted Stock Unit Activity | The nonvested balance of restricted stock vests as follows: Years ended Number of 2020 (October 1, 2020 through December 31, 2020) 2,000,000 2021 3,125,000 Total 5,125,000 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 as of September 30, 2020 and December 31, 2019 is as follows: As of As of Volatility – range 374.5 % 316.2 % Risk-free rate 0.28 % 1.69 % Contractual term 0.1 – .8 years 0.5 – 1.3 years Exercise price $ 5.60 $ 5.60 Number of warrants in aggregate 25,500 34,000 |
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, 2019 $ 1,116 Unrealized derivative gains included in other income/expense for the period (248 ) Balance at September 30, 2020 $ 868 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following table summarizes warrant activity for the nine months ended September 30, 2020: Number of Weighted Outstanding and exercisable at December 31, 2019 946,943 $ 1.78 Issued 800,000 0.50 Exercised/forfeited (200,063 ) (5.03 ) Outstanding and exercisable at September 30, 2020 1,546,880 $ 0.70 |
Gain on Extinguishment of Lia_2
Gain on Extinguishment of Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Estimated Gain on Exchange and Extinguishment of Debt | A summary of the estimated gain on exchange and extinguishment of trade payables, debt and warrant obligations as of and for the nine months ended September 30, 2020 and 2019 follows: September 30, 2020 September 30, 2019 Notes payable, short term: Gain on extinguishment of debt and related accrued interest (See Note 3 above) $ 1,310,006 $ — Extinguishment of trade payables 4,840,136 — Exchange of secured convertible note – estimated at September 30, 2019 (See Note 2 above) — 2,161,441 Warrant issued to Placement Agent and exchanged on June 4, 2019 (See Note 2 above) — 29,383 Convertible note exchanged on June 19, 2019 (See Note 3) — 222,456 Total notes payable, short-term $ 6,150,142 $ 2,413,280 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Basic and diluted net income (loss) per share: | |
Schedule of Net Earnings (Loss) Per Share | The calculation of the weighted average number of shares outstanding and loss per share outstanding for the three and nine months ended September 30, 2020 and 2019 are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Numerator for basic income per share - $ 5,963,428 $ (157,162 ) $ 5,812,659 $ 2,013,863 Less: Interest expense on convertible debt 46,529 — 46,529 — Numerator for diluted income per share – $ 6,009,957 $ (157,162 ) $ 5,859,188 $ 2,013,863 Denominator for basic loss per share – weighted average shares outstanding 14,820,900 8,699,978 13,147,455 8,129,779 Dilutive effect of convertible debt outstanding 1,820,225 606,742 Dilutive effect of shares issuable under stock options and warrants outstanding — — — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 16,641,125 8,699,978 13,754,197 8,129,779 Net loss per share: Basic $ 0.40 $ (0.02 ) $ 0.44 $ 0.25 Diluted $ 0.36 $ (0.02 ) $ 0.43 $ 0.25 |
Nature of Operations, Basis o_4
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Sep. 02, 2020USD ($) | Jul. 31, 2019USD ($)a | Apr. 20, 2017 | Nov. 08, 2016 | Dec. 27, 2013 | Sep. 30, 2020USD ($)a$ / shares | Dec. 31, 2019USD ($)$ / shares |
Debt maturity date | Apr. 19, 2018 | Nov. 7, 2017 | |||||
Notes payable current | $ 129,094 | $ 1,104,125 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
December 2013 Note [Member] | |||||||
Principal amount of senior secured convertible notes | $ 1,000,000 | ||||||
December 2013 Note [Member] | |||||||
Debt maturity date | Mar. 12, 2014 | Apr. 30, 2016 | |||||
Two Other Notes Payable [Member] | |||||||
Notes payable current | $ 85,000 | ||||||
Core Energy, LLC [Member] | |||||||
Contiguous acres | a | 11,000 | ||||||
Core Energy, LLC [Member] | Purchase Option, Prior to December 31, 2019 [Member] | |||||||
Non refundable deposits | $ 50,000 | $ 50,000 | |||||
Acquisition of oil and gas properties | $ 2,500,000 | $ 2,500,000 | |||||
Acquisition of oil and gas properties, description | If the Company is able to complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. | ||||||
Core Energy, LLC [Member] | Purchase Option, Prior to November 1, 2020 [Member] | |||||||
Acquisition of oil and gas properties | $ 900,000 | ||||||
Core Energy, LLC [Member] | Purchase Option, Prior to November 1, 2020 [Member] | Minimum [Member] | |||||||
Acquisition of oil and gas properties | 2,000,000 | ||||||
Core Energy, LLC [Member] | Purchase Option, Prior to November 1, 2020 [Member] | Maximum [Member] | |||||||
Acquisition of oil and gas properties | $ 10,000,000 | ||||||
Nicaraguan Concessions [Member] | |||||||
Nature of operations oil and gas resources acres | a | 1,400,000 |
Nature of Operations, Basis o_5
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative liabilities | $ 868 | $ 1,116 |
Fair Value, Measurements, Recurring [Member] | ||
Derivative liabilities | 868 | 1,116 |
Fair value on liabilities | 868 | 1,116 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Derivative liabilities | ||
Fair value on liabilities | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Derivative liabilities | ||
Fair value on liabilities | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Derivative liabilities | 868 | 1,116 |
Fair value on liabilities | $ 868 | $ 1,116 |
Secured Convertible Note Paya_3
Secured Convertible Note Payable (Details Narrative) - USD ($) | Sep. 02, 2020 | Nov. 23, 2019 | Jun. 04, 2019 | May 30, 2019 | May 23, 2019 | May 04, 2017 | Oct. 31, 2016 | May 07, 2016 | Jan. 15, 2016 | Jan. 07, 2016 | Jul. 15, 2015 | Jul. 07, 2015 | May 07, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 20, 2017 | Nov. 08, 2016 | Oct. 15, 2015 | Oct. 07, 2015 | May 31, 2015 |
Warrant to purchase shares of common stock | 25,500 | 25,500 | 34,000 | ||||||||||||||||||||
Warrants price per share | $ 5.60 | $ 5.60 | $ 5.60 | $ 5.60 | |||||||||||||||||||
Debt original issue of discount | $ 365,169 | $ 365,169 | |||||||||||||||||||||
Additional amount funded from related parties | 41,000 | ||||||||||||||||||||||
Conversion price per share | $ 5.60 | $ 5.60 | $ 5 | $ 5 | |||||||||||||||||||
Accrued interest | 37,787 | 37,787 | $ 528,684 | ||||||||||||||||||||
Number of shares issued, value | $ 75,000 | $ 137,500 | |||||||||||||||||||||
Change in fair value derivatives | 824 | $ (127,284) | 248 | (190,092) | |||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 74 | $ 131 | $ 267 | $ 379 | $ 11,827 | $ 22,314 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Warrant to purchase shares of common stock | 50,000 | 240,000 | |||||||||||||||||||||
Warrants price per share | $ 0.50 | $ 5 | |||||||||||||||||||||
Warrant expiration date | Jun. 4, 2026 | May 7, 2022 | |||||||||||||||||||||
Investor Note [Member] | |||||||||||||||||||||||
Notes payable principal balance | $ 9,490,000 | ||||||||||||||||||||||
Additional amount funded from related parties | 510,000 | ||||||||||||||||||||||
Convertible Note [Member] | |||||||||||||||||||||||
Notes payable principal balance | $ 11,687,231 | $ 11,687,231 | |||||||||||||||||||||
Convertible debt outstanding | 9,490,000 | ||||||||||||||||||||||
Cancellation of convertible note principal amount | 9,490,000 | ||||||||||||||||||||||
Debt original issue of discount | 2,000,000 | ||||||||||||||||||||||
Replacement Note [Member] | |||||||||||||||||||||||
Notes payable principal balance | $ 2,197,231 | ||||||||||||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||||||||||||
Exchange Agreement [Member] | Derivative [Member] | |||||||||||||||||||||||
Gain on exchange of debt and warrant obligations | $ 29,383 | ||||||||||||||||||||||
Extinguishment of debt | 37,368 | ||||||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 7,985 | ||||||||||||||||||||||
Exchange Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||
Fair value of the original warrant derivative | $ 37,368 | ||||||||||||||||||||||
Change in fair value derivatives | $ 29,795 | ||||||||||||||||||||||
Side-letter Agreement [Member] | |||||||||||||||||||||||
Warrant to purchase shares of common stock | 61,380 | ||||||||||||||||||||||
Warrants price per share | $ 0.50 | ||||||||||||||||||||||
Percentage of fully diluted shares outstanding | 9.99% | ||||||||||||||||||||||
Number of shares issued, value | $ 567,348 | ||||||||||||||||||||||
Warrant expiration date | Jun. 19, 2026 | ||||||||||||||||||||||
Gain on exchange of debt and warrant obligations | $ 2,161,441 | ||||||||||||||||||||||
Side-letter Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Sale of stock, price per share | $ 0.10 | ||||||||||||||||||||||
Side-letter Agreement [Member] | New Warrant [Member] | |||||||||||||||||||||||
Percentage of fully diluted shares outstanding | 9.99% | ||||||||||||||||||||||
Exchange Agreement Amendment 1 [Member] | |||||||||||||||||||||||
Percentage of fully diluted shares outstanding | 9.99% | ||||||||||||||||||||||
Number of shares issued, value | $ 605,816 | ||||||||||||||||||||||
May 2015 Private Placement [Member] | |||||||||||||||||||||||
Notes payable principal balance | $ 12,000,000 | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 1,800,000 | ||||||||||||||||||||||
Percentage of fee received of cash proceeds | 6.00% | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 600,000 | ||||||||||||||||||||||
Received amount at closing | $ 27,000 | ||||||||||||||||||||||
May 2015 Private Placement [Member] | Exchange Agreement [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||
Convertible debt outstanding | $ 2,197,231 | ||||||||||||||||||||||
Accrued interest | $ 28,643 | ||||||||||||||||||||||
May 2015 Private Placement [Member] | Registration Rights Agreement [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||
Common stock, capital shares reserved for future issuance | 770,485 | ||||||||||||||||||||||
Placement Agent [Member] | |||||||||||||||||||||||
Warrant to purchase shares of common stock | 240,000 | ||||||||||||||||||||||
Warrants price per share | $ 5 | ||||||||||||||||||||||
Private Placement Memorandum [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Notes payable principal balance | $ 9,550,000 | ||||||||||||||||||||||
Note payments for cash and issuing promissory note | $ 450,000 |
Secured Convertible Note Paya_4
Secured Convertible Note Payable - Schedule of Activity in Secured Convertible Note (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt Disclosure [Abstract] | |
Balance, beginning | $ 2,197,231 |
Funding under the Investor Note (as defined below) during the period | |
Principal repaid during the period by issuance of Common Stock | |
Change in fair value of Note during the period | |
Exchange of Note payable for Common Stock | 2,197,231 |
Balance, ending |
Secured Convertible Note Paya_5
Secured Convertible Note Payable - Schedule of Gain on Exchange of Debt and Warrant Obligations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Gain on exchange of debt and warrant obligations | $ 6,150,142 | $ 6,150,142 | $ 2,413,280 | |
Exchange Agreement on May 23, 2019 [Member] | ||||
Gain on exchange of debt and warrant obligations | 2,193,861 | |||
Exchange Agreement on May 23, 2019 [Member] | Convertible Note [Member] | ||||
Gain on exchange of debt and warrant obligations | 2,197,231 | |||
Exchange Agreement on May 23, 2019 [Member] | Accrued Interest [Member] | ||||
Gain on exchange of debt and warrant obligations | 28,643 | |||
Exchange Agreement on May 23, 2019 [Member] | Warrant Derivative [Member] | ||||
Gain on exchange of debt and warrant obligations | 116,731 | |||
Exchange Agreement on May 23, 2019 [Member] | Exchange of Securities [Member] | ||||
Gain on exchange of debt and warrant obligations | (73,304) | |||
Side-Letter Agreement on November 23, 2019 [Member] | Common Shares Issued [Member] | ||||
Gain on exchange of debt and warrant obligations | (68,082) | |||
Side-Letter Agreement on November 23, 2019 [Member] | Warrants Shares Issued [Member] | ||||
Gain on exchange of debt and warrant obligations | $ (7,358) |
Secured Convertible Note Paya_6
Secured Convertible Note Payable - Schedule of Gain on Exchange of Debt and Warrant Obligations (Details) (Parenthetical) - $ / shares | Sep. 02, 2020 | Nov. 23, 2019 | May 23, 2019 | Dec. 31, 2013 |
Number of shares issued | 500,000 | 15,000 | ||
Exchange Agreement on May 23, 2019 [Member] | Exchange of Securities [Member] | ||||
Number of shares issued | 605,816 | |||
Shares issued price per share | $ 0.121 | |||
Side-Letter Agreement on November 23, 2019 [Member] | Common Shares Issued [Member] | ||||
Number of shares issued | 567,348 | |||
Side-Letter Agreement on November 23, 2019 [Member] | Warrants Shares Issued [Member] | ||||
Number of shares issued | 61,380 |
Secured Convertible Note Paya_7
Secured Convertible Note Payable - Schedule of Gain on Exchange Extinguishment of Debt and Warrant Obligations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Gain on exchange of debt and warrant obligations | $ 6,150,142 | $ 6,150,142 | $ 2,413,280 | |
Exchange Agreement on June 30, 2019 [Member] | Exchange of Secured Convertible Note [Member] | ||||
Gain on exchange of debt and warrant obligations | 2,161,441 | |||
Exchange Agreement on June 4, 2019 [Member] | Warrant Issued Placement Agent [Member] | ||||
Gain on exchange of debt and warrant obligations | 29,383 | |||
Exchange Agreement on June 19, 2019 [Member] | ||||
Gain on exchange of debt and warrant obligations | 2,413,280 | |||
Exchange Agreement on June 19, 2019 [Member] | Convertible Note Exchanged [Member] | ||||
Gain on exchange of debt and warrant obligations | $ 222,456 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 24, 2020 | Sep. 02, 2020 | Aug. 19, 2020 | May 13, 2020 | Jun. 19, 2019 | May 21, 2018 | Apr. 20, 2017 | Nov. 08, 2016 | Oct. 31, 2016 | May 07, 2016 | Jan. 15, 2016 | Jan. 07, 2016 | Oct. 15, 2015 | Oct. 07, 2015 | Jul. 15, 2015 | Jul. 07, 2015 | Dec. 27, 2013 | Oct. 31, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2013 | Dec. 31, 2019 |
Debt maturity date | Apr. 19, 2018 | Nov. 7, 2017 | |||||||||||||||||||||||
Debt instrument, conversion price | $ 5 | $ 5 | $ 5.60 | $ 5.60 | |||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 3,500 | 5,000 | 3,500 | 5,000 | |||||||||||||||||||||
Warrants exercise price per share | $ 5.60 | $ 5.60 | $ 5.60 | $ 5.60 | |||||||||||||||||||||
Proceeds from unsecured credit facility | $ 40,000 | ||||||||||||||||||||||||
Increase of warrants issuance | 7,000 | 10,000 | |||||||||||||||||||||||
Warrants exercise price drops price per share | $ 5.60 | $ 5.60 | |||||||||||||||||||||||
Number of shares issued | 500,000 | 15,000 | |||||||||||||||||||||||
Number of shares issued, value | $ 75,000 | $ 137,500 | |||||||||||||||||||||||
Repayments of notes payable | $ 19,125 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | $ 35,000 | $ 50,000 | 325,000 | $ 56,000 | ||||||||||||||||||||
Debt instruments interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 74 | $ 131 | $ 267 | $ 379 | $ 11,827 | $ 22,314 | |||||||||||||||||||
Debt maturity extended date | Jan. 15, 2016 | Jan. 7, 2016 | |||||||||||||||||||||||
Debt maturity extended later date | Oct. 15, 2016 | May 7, 2016 | |||||||||||||||||||||||
Accrued interest related party note payable | $ 654 | ||||||||||||||||||||||||
Two Convertible Notes [Member] | |||||||||||||||||||||||||
Debt maturity date | Jun. 19, 2026 | ||||||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 570,000 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | ||||||||||||||||||||||||
Accrued and unpaid interest | $ 45,020 | ||||||||||||||||||||||||
Unpaid principal balance | 240,000 | ||||||||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 62,564 | ||||||||||||||||||||||||
Exchange and Settlement Agreement [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 1,050,000 | ||||||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 100,000 | ||||||||||||||||||||||||
Number of shares issued | 737,532 | ||||||||||||||||||||||||
Debt instrument, principal balance | $ 1,000,000 | ||||||||||||||||||||||||
Accrued and unpaid interest | 542,762 | ||||||||||||||||||||||||
Repayments of notes payable | $ 100,000 | ||||||||||||||||||||||||
September Exchange Agreement [Member] | |||||||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 100,000 | ||||||||||||||||||||||||
Number of shares issued | 737,532 | ||||||||||||||||||||||||
Number of shares issued, value | $ 132,756 | ||||||||||||||||||||||||
Repayments of notes payable | $ 100,000 | ||||||||||||||||||||||||
Senior Unsecured Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Debt maturity date | Aug. 19, 2021 | ||||||||||||||||||||||||
Debt instrument, face amount | $ 365,169 | ||||||||||||||||||||||||
Debt instrument, convertible | 3,943,820 | ||||||||||||||||||||||||
Debt instrument, conversion price | $ 0.10 | ||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 800,000 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | ||||||||||||||||||||||||
Repayment of debt | $ 325,000 | ||||||||||||||||||||||||
Debt instrument description | The August Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,500,000. The August Note is convertible at any time by the August Investor and the Company shall have the right to request that the August Investor convert the August Note in full or in part at the Fixed Conversion Price in the event that the VWAP (as defined in the August Note) of the Common Stock exceeds $0.75 for twenty consecutive trading days. In addition, pursuant to the August Note, so long as the August Note remains outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the Fixed Conversion Price without written consent of the August Investor. The conversion of the August Note and the exercise of the August Warrant are each subject to beneficial ownership limitations such that the August Investor may not convert the August Note or exercise the August Warrant to the extent that such conversion or exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. The Company and the August Investor agreed that for so long as the August Note and August Warrant remains outstanding, the August Investor has a right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the such subsequent financing. | ||||||||||||||||||||||||
Proceeds from debt | $ 2,500,000 | ||||||||||||||||||||||||
December 2013 Note [Member] | |||||||||||||||||||||||||
Debt maturity date | Mar. 12, 2014 | Apr. 30, 2016 | |||||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 100,000 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||
Proceeds from unsecured credit facility | $ 1,050,000 | ||||||||||||||||||||||||
Warrant expiration date description | The Company issued no additional warrants to the lender in connection with the extension of the December 2013 Note to the new April 2015 maturity date. | ||||||||||||||||||||||||
Increase of warrants issuance | 1,333,333 | ||||||||||||||||||||||||
Warrants exercise price drops price per share | $ 0.75 | ||||||||||||||||||||||||
December 2013 Note to April 7, 2016 One [Member] | |||||||||||||||||||||||||
Warrant expiration date description | The Company issued no additional warrants to the lender in connection with the extension of the December 2013 Note to the New Maturity Date. If the Company failed to pay the December 2013 Note on or before the New Maturity Date, the number of shares issuable under the December 2013 Warrant increases to 1,333,333 and the exercise price drops to $0.75 per share. All other terms of the warrant remained the same. The Company failed to make the required payment previously described and the reset of the terms of the December 2013 Warrant occurred, however such warrant expired in March 2017 unexercised. The December 2013 Note may be prepaid without penalty at any time. | ||||||||||||||||||||||||
Percentage of revenue sharing agreement description | In connection with an additional extension of the December 2013 Note to April 7, 2016, the Company agreed to enter into a definitive revenue sharing agreement with the lender (the "Revenue Sharing Agreement") 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 percentage increased to one percent (1%) when the Company did not pay the December 2013 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 was recorded as a reduction of oil and gas properties and as a discount on the December 2013 Note and amortized ratably over the extended term of such note. Such prospective Revenue Sharing Agreement is void with the abandonment of the Nicaraguan Concessions. | ||||||||||||||||||||||||
Estimated revenue | $ 964,738 | ||||||||||||||||||||||||
December 2013 Note to April 7, 2016 Two [Member] | |||||||||||||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||||||||||||
Repayment of debt | $ 50,000 | ||||||||||||||||||||||||
Increase of warrants issuance | 1,333,333 | ||||||||||||||||||||||||
Warrants exercise price drops price per share | $ 0.75 | ||||||||||||||||||||||||
Restricted common stock issued | 20,000 | ||||||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||||||
Number of shares issued, value | $ (104,000) | ||||||||||||||||||||||||
Increased value of the outstanding warrants | (68,716) | ||||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||
Derivative liability | 995 | $ 662 | |||||||||||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||||||||||
Derivative liability | $ 357 | $ 454 | |||||||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | 19,125 | ||||||||||||||||||||||||
Repayments on unsecured promissory note | $ 50,000 | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Chairman Chief Executive Officer and President [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 41,000 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 41,000 | ||||||||||||||||||||||||
Debt instruments interest rate | 6.00% | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Private Third Lender [Member] | |||||||||||||||||||||||||
Debt instrument, conversion price | $ 0.50 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 13,125 | $ 5,500 | $ 50,500 | ||||||||||||||||||||||
Debt instruments interest rate | 8.00% |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Total notes payable, short-term | $ 129,094 | $ 1,104,125 | |
Convertible Notes Payable [Member] | |||
Total notes payable, short-term | 44,094 | ||
Note Payable (In Default) One [Member] | |||
Total notes payable, short-term | 1,000,000 | ||
Notes Payable (In Default) Two [Member] | |||
Total notes payable, short-term | 50,000 | 50,000 | |
Notes Payable (In Default) Three [Member] | |||
Total notes payable, short-term | 35,000 | 35,000 | |
Note Payable (Due on Demand) Four [Member] | |||
Total notes payable, short-term | $ 19,125 |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding (Details) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt discount | $ 365,169 | |
Convertible Notes Payable [Member] | ||
Debt discount | $ 321,074 | $ 0 |
Debt - Schedule of Debt Date of
Debt - Schedule of Debt Date of Issuance (Details) | Sep. 30, 2020USD ($) |
Par value of August Note | $ 365,169 |
Less: Discount | (365,169) |
August Note balance - Net of discount on date of issuance | |
Amount Allocated to Beneficial Conversion Feature [Member] | |
Par value of August Note | 221,006 |
Amount Allocated to Detachable August Warrants [Member] | |
Par value of August Note | 103,994 |
Amount Allocated to Original Issue Discount [Member] | |
Par value of August Note | $ 40,169 |
Debt - Schedule of Note Net of
Debt - Schedule of Note Net of Discount (Details) - USD ($) | Nov. 08, 2016 | Jul. 15, 2015 | Jul. 07, 2015 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Disclosure [Abstract] | |||||
Balance, beginning | $ 2,197,231 | ||||
Issuance of August Note | $ 200,000 | $ 35,000 | $ 50,000 | 325,000 | 56,000 |
Amortization of discount for the nine months ended September 30, 2020 | 44,094 | ||||
Balance, ending | $ 44,094 |
Debt - Schedule of Gain on Exti
Debt - Schedule of Gain on Extinguishment of Debt (Details) - USD ($) | Jun. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Gain on extinguishment of debt and related accrued interest | $ 6,150,142 | $ 6,150,142 | $ 2,413,280 | ||
Gain on exchange of debt and warrant obligations | 1,310,006 | 2,413,280 | |||
Exchange Agreement [Member] | |||||
Gain on extinguishment of debt and related accrued interest | 1,310,006 | ||||
Exchange Agreement [Member] | Principal Balance of December 2013 Note extinguished as a Result of the Exchange [Member] | |||||
Gain on extinguishment of debt and related accrued interest | 1,000,000 | ||||
Exchange Agreement [Member] | Accrued Interest Extinguished as a Result of the Exchange [Member] | |||||
Gain on extinguishment of debt and related accrued interest | 542,762 | ||||
Exchange Agreement [Member] | Obligations Extinguished as a Result of the Exchange [Member] | |||||
Gain on extinguishment of debt and related accrued interest | 1,542,762 | ||||
Exchange Agreement [Member] | Cash Payment to Holder as a Result of the Exchange [Member] | |||||
Gain on extinguishment of debt and related accrued interest | (100,000) | ||||
Exchange Agreement [Member] | Value of Common Stock Issued as a Result of the Exchange [Member] | |||||
Gain on extinguishment of debt and related accrued interest | $ (132,756) | ||||
Exchange Agreement on June 19, 2019 [Member] | |||||
Gain on extinguishment of debt and related accrued interest | $ 2,413,280 | ||||
Gain on exchange of debt and warrant obligations | $ 222,456 | ||||
Exchange Agreement on June 19, 2019 [Member] | Convertible Note [Member] | |||||
Gain on exchange of debt and warrant obligations | 240,000 | ||||
Exchange Agreement on June 19, 2019 [Member] | Accrued Interest on Convertible Notes [Member] | |||||
Gain on exchange of debt and warrant obligations | 45,020 | ||||
Exchange Agreement on June 19, 2019 [Member] | Stock Purchase Warrant [Member] | |||||
Gain on exchange of debt and warrant obligations | $ (62,564) |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Number of options granted | ||
Stock-based compensation expense in connection with vesting of options granted | $ 0 | $ 0 |
Share based vested and unvested stock options, intrinsic value | 0 | |
Unrecognized compensation cost related to unvested stock options | 0 | |
Stock-based compensation expense | 154,441 | |
Unrecognized compensation costs to non-vested restricted stock grants | $ 569,284 | |
2005 Equity Incentive Plan [Member] | ||
Issuance of reserved common stock, shares | 47,500 | |
2005 Plan and 2006 Plan [Member] | ||
Stock date of granted expiration period | 10 years | |
2015 Stock Option and Restricted Stock Plan [Member] | ||
Issuance of reserved common stock, shares | 500,000 | |
Shares available for future grants under all plans | 500,000 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning | 332,000 | |
Number of Options, Granted | ||
Number of Options, Exercised | ||
Number of Options, Forfeited | ||
Number of Options, Outstanding, Ending | 332,000 | |
Number of Options, Outstanding and Exercisable | 332,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 41.86 | |
Weighted Average Exercise Price Per Share, Granted | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Weighted Average Exercise Price Per Share, Forfeited | ||
Weighted Average Exercise Price Per Share, Outstanding, Ending | 41.86 | |
Weighted Average Exercise Price Per Share, Outstanding and Exercisable | $ 41.86 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 2 years 3 months 15 days | |
Weighted Average Remaining Contractual Term, Outstanding, Ending | 1 year 6 months 14 days | |
Weighted Average Remaining Contractual Term, Outstanding and Exercisable | 1 year 6 months 14 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Aggregate Intrinsic Value, Outstanding, Ending | ||
Aggregate Intrinsic Value, Outstanding and Exercisable |
Stock Options - Schedule of Res
Stock Options - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Restricted shares, Nonvested balance, beginning | shares | 750,000 |
Number of Restricted shares, Granted | shares | 5,000,000 |
Number of Restricted shares, Vested | shares | (625,000) |
Number of Restricted shares, Forfeited | shares | |
Number of Restricted shares, Nonvested balance, end | shares | 5,125,000 |
Weighted average grant date fair value, Nonvested balance, beginning | $ / shares | $ 0.13 |
Weighted average grant date fair value, Granted | $ / shares | 0.13 |
Weighted average grant date fair value, Vested | $ / shares | (0.13) |
Weighted average grant date fair value, Forfeited | $ / shares | |
Weighted average grant date fair value, Nonvested balance, end | $ / shares | $ 0.13 |
Stock Options - Schedule of Non
Stock Options - Schedule of Nonvested Restricted Stock Unit Activity (Details) - 2020 (July 1, 2020 through December 31, 2020) [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
2020 (October 1, 2020 through December 31, 2020) | $ 2,000,000 |
2021 | 3,125,000 |
Total | $ 5,125,000 |
Derivative Instruments (Details
Derivative Instruments (Details Narrative) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Warrant to purchase shares of common stock | 25,500 | 34,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Estimated Fair Value of Derivative Liabilities (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Number of warrants in aggregate | shares | 25,500 | 34,000 |
Derivative [Member] | Volatility - Range [Member] | ||
Fair value assumptions, measurement input | 374.5 | 316.2 |
Derivative [Member] | Risk-Free Rate [Member] | ||
Fair value assumptions, measurement input | 0.28 | 1.69 |
Derivative [Member] | Contractual Term [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 1 month 6 days | 6 months |
Derivative [Member] | Contractual Term [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 9 months 18 days | 1 year 3 months 19 days |
Derivative [Member] | Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ / shares | $ 5.60 | $ 5.60 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Changes in Fair Value Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 1,116 | |||
Unrealized derivative gains included in other income/expense for the period | $ (824) | $ 127,284 | (248) | $ 190,092 |
Ending balance | $ 868 | $ 868 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2020 | Oct. 15, 2015 | Oct. 07, 2015 | Jul. 15, 2015 | Jul. 07, 2015 | |
Weighted average of purchase warrants term | 5 years | 5 years | 5 years | 5 years | |
Warrant [Member] | |||||
Weighted average of purchase warrants term | 5 years 1 month 6 days | ||||
Common stock purchase warrants and intrinsic value | $ 0 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of warrants, Outstanding and exercisable, beginning balance | shares | 946,943 |
Number of warrants, Issued | shares | 800,000 |
Number of warrants, Exercised/forfeited | shares | (200,063) |
Number of warrants, Outstanding and exercisable, ending balance | shares | 1,546,880 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, beginning balance | $ / shares | $ 1.78 |
Weighted Average Exercise Price Per Share, Issued pursuant to exchange agreements | $ / shares | 0.50 |
Weighted Average Exercise Price Per Share, Exercised/forfeited | $ / shares | (5.03) |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, ending balance | $ / shares | $ 0.70 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Corporate tax rate | 21.00% |
Percentage on valuation allowance | 100.00% |
Net operating loss carry-forward | $ 66,950,000 |
Net operating loss carry-forward balance expires | Expire from 2025 through 2038. |
Change in ownership percentage | 50.00% |
Gain on Extinguishment of Lia_3
Gain on Extinguishment of Liabilities (Details Narrative) | Dec. 31, 2013USD ($) |
Debt Disclosure [Abstract] | |
Trade payable | $ 4,840,136 |
Gain on Extinguishment of Lia_4
Gain on Extinguishment of Liabilities - Schedule of Estimated Gain on Exchange and Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Gain on extinguishment of liabilities | $ 6,150,142 | $ 6,150,142 | $ 2,413,280 | |
Gain on Extinguishment of Debt and Related Accrued Interest [Member] | ||||
Gain on extinguishment of liabilities | 1,310,006 | |||
Extinguishment Of Trade Payables [Member] | ||||
Gain on extinguishment of liabilities | 4,840,136 | |||
Exchange of Secured Convertible Note - Estimated at September 30, 2019 [Member] | ||||
Gain on extinguishment of liabilities | 2,161,441 | |||
Warrant Issued to Placement Agent and Exchanged on June 4, 2019 [Member] | ||||
Gain on extinguishment of liabilities | 29,383 | |||
Convertible Note Exchanged on June 19, 2019 [Member] | ||||
Gain on extinguishment of liabilities | $ 222,456 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 02, 2020 | Jul. 31, 2019 | Dec. 08, 2014 | Aug. 15, 2014 | Oct. 18, 2013 | Oct. 31, 2012 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2013 |
Asset retirement obligations | $ 45,103 | $ 1,716,003 | $ 1,716,003 | ||||||
Related Party Transactions | $ 900,000 | ||||||||
Seeking of reclamation costs | 30,000 | ||||||||
Estimated liability relating each operating well | 45,103 | ||||||||
Total estimated liability relating to all operating wells | $ 780,000 | ||||||||
Liability relating to all operating wells, description | 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. | ||||||||
Payment for investor relations services | $ 14,000 | ||||||||
Number of shares issued | 500,000 | 15,000 | |||||||
Torrey Hills Capital, Inc [Member] | |||||||||
Payment for demand | $ 56,000 | ||||||||
Number of shares issued during period settlement of final termination agreement | 2,800 | ||||||||
Damages amount | $ 79,594 | ||||||||
Cambrian Consultants America, Inc [Member] | |||||||||
Default judgment granted against the company | $ 96,877 | ||||||||
Minimum [Member] | |||||||||
Capital raise | $ 2,000,000 | ||||||||
Maximum [Member] | |||||||||
Capital raise | $ 10,000,000 | ||||||||
Consulting Agreement [Member] | |||||||||
Payment for investor relations services | $ 7,000 | ||||||||
Number of shares issued | 15,000 | ||||||||
Core Energy, LLC [Member] | Purchase Option, Prior to December 31, 2019 [Member] | |||||||||
Non refundable deposits | $ 50,000 | 50,000 | |||||||
Acquisition of oil and gas properties | $ 2,500,000 | $ 2,500,000 | |||||||
Block Perlas [Member] | |||||||||
Letters of credit | 1,356,227 | ||||||||
Block Tyra [Member] | |||||||||
Letters of credit | 278,450 | ||||||||
Perlas Block and Tyra Block [Member] | 2016 [Member] | |||||||||
Payments of area fees | 194,485 | ||||||||
Payments of training fees | 350,000 | ||||||||
Perlas Block and Tyra Block [Member] | 2017 [Member] | |||||||||
Payments of area fees | 194,485 | ||||||||
Payments of training fees | 350,000 | ||||||||
Perlas Block and Tyra Block [Member] | 2018 [Member] | |||||||||
Payments of area fees | 194,485 | ||||||||
Payments of training fees | 350,000 | ||||||||
Perlas Block and Tyra Block [Member] | 2019 [Member] | |||||||||
Payments of area fees | 194,485 | ||||||||
Payments of training fees | $ 350,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 02, 2020 | May 13, 2020 | Jul. 31, 2019 | Nov. 08, 2016 | Jul. 15, 2015 | Jul. 07, 2015 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2013 | Apr. 20, 2017 |
Related Party Transactions | $ 900,000 | |||||||||||
Number of shares of common stock | 500,000 | 15,000 | ||||||||||
Number of shares of common stock, value | $ 75,000 | $ 137,500 | ||||||||||
Proceeds from convertible debt | $ 200,000 | $ 35,000 | $ 50,000 | $ 325,000 | $ 56,000 | |||||||
Debt instruments interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||
Related party note payable | 41,000 | |||||||||||
Unsecured Promissory Note [Member] | Chairman Chief Executive Officer and President [Member] | ||||||||||||
Proceeds from convertible debt | $ 41,000 | |||||||||||
Debt instruments interest rate | 6.00% | |||||||||||
Related party note payable | 654 | |||||||||||
Officers and Directors [Member] | ||||||||||||
Accrued compensation | 1,829,208 | $ 1,829,208 | ||||||||||
Minimum [Member] | ||||||||||||
Capital raise | 2,000,000 | |||||||||||
Maximum [Member] | ||||||||||||
Capital raise | $ 10,000,000 | |||||||||||
Core Energy, LLC [Member] | Purchase Option, Prior to December 31, 2019 [Member] | ||||||||||||
Non refundable deposits | $ 50,000 | 50,000 | ||||||||||
Acquisition of oil and gas properties | $ 2,500,000 | 2,500,000 | ||||||||||
CFO's Firm [Member] | ||||||||||||
Due to related party for consideration of services | $ 762,407 | $ 762,407 |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Schedule of Net Earnings (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Basic and diluted net income (loss) per share: | ||||||||
Numerator for basic income per share - Net income (loss) | $ 5,963,428 | $ (66,004) | $ (84,765) | $ (157,162) | $ 2,342,643 | $ (171,618) | $ 5,812,659 | $ 2,013,863 |
Less: Interest expense on convertible debt | 46,529 | 46,529 | ||||||
Numerator for diluted income per share - Net income (loss) | $ 6,009,957 | $ (157,162) | $ 5,859,188 | $ 2,013,863 | ||||
Denominator for basic loss per share - weighted average shares outstanding | 14,820,900 | 8,699,978 | 13,147,455 | 8,129,779 | ||||
Dilutive effect of convertible debt outstanding | 1,820,225 | 606,742 | ||||||
Dilutive effect of shares issuable under stock options and warrants outstanding | ||||||||
Denominator for diluted loss per share - adjusted weighted average shares outstanding | 16,641,125 | 8,699,978 | 13,754,197 | 8,129,779 | ||||
Basic | $ 0.40 | $ (0.02) | $ 0.44 | $ 0.25 | ||||
Diluted | $ 0.36 | $ (0.02) | $ 0.43 | $ 0.25 |