Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-17204 | |
Entity Registrant Name | AMERICAN NOBLE GAS, INC. | |
Entity Central Index Key | 0000822746 | |
Entity Tax Identification Number | 20-3126427 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 15612 College Blvd | |
Entity Address, City or Town | Lenexa | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66219 | |
City Area Code | (913) | |
Local Phone Number | 948-9512 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,793,265 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 10,162 | $ 11,042 |
Account receivable | 25,545 | |
Prepaid expenses | 16,590 | |
Deposit to Acquire oil and gas property | 75,000 | |
Total current assets | 52,297 | 86,042 |
Oil and gas properties and equipment: | ||
Oil and gas properties and equipment | 913,425 | |
Accumulated depreciation, depletion and impairment | (61,668) | |
Property and equipment, net | 851,757 | |
Total assets | 904,054 | 86,042 |
Current liabilities: | ||
Accounts payable | 1,073,184 | 1,190,309 |
Accrued liabilities (including $-0- and $788,520 due to related party at September 30, 2021 and December 31, 2020) | 1,159,741 | 3,737,580 |
Accrued interest | 1,744 | 47,754 |
Notes payable, net | 218,563 | |
Total current liabilities | 2,234,669 | 5,194,206 |
Asset retirement obligations | 1,729,986 | 1,716,003 |
Convertible promissory notes, net of unamortized discount | 76,858 | |
Derivative liabilities | 321 | |
Total liabilities | 4,041,513 | 6,910,530 |
Commitments and contingencies (Note 11) | ||
Stockholders’ deficit: | ||
Preferred stock; par value $.0001 per share, 10,000,000 shares authorized; Series A Convertible – 27,778 shares authorized with stated/liquidation value of $100 per share, 22,776 shares issued and outstanding as of September 30, 2021 and no shares issued or outstanding at December 31, 2020 | 2 | |
Common stock, par value $.0001 per share, 75,000,000 shares authorized, 18,793,265 shares issued and outstanding at September 30, 2021 and 18,548,265 shares issued and outstanding at December 31, 2020 | 1,879 | 1,855 |
Additional paid-in capital | 115,094,472 | 110,352,302 |
Accumulated deficit | (118,233,812) | (117,178,645) |
Total stockholders’ deficit | (3,137,459) | (6,824,488) |
Total liabilities and stockholders’ deficit | $ 904,054 | $ 86,042 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued liabilities due to related party | $ 0 | $ 788,520 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 18,793,265 | 18,548,265 |
Common stock, shares outstanding | 18,793,265 | 18,548,265 |
Series A convertible preferred stock [Member] | ||
Preferred stock, shares authorized | 27,778 | 27,778 |
Preferred stock liquidation preference, value | $ 100 | $ 100 |
Preferred stock, shares issued | 22,776 | 0 |
Preferred stock, shares outstanding | 22,776 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 35,392 | $ 56,220 | ||
Operating expenses: | ||||
Oil and gas lease operating expense | 220,767 | 446,849 | ||
Depreciation, depletion and amortization | 30,834 | 61,668 | ||
Accretion of asset retirement obligation | 279 | 558 | ||
Oil and gas production related taxes | 1,626 | 2,592 | ||
Other general and administrative expenses | 294,440 | 120,168 | 738,419 | 226,235 |
Total operating expenses | 547,946 | 120,168 | 1,250,086 | 226,235 |
Operating loss | (512,554) | (120,168) | (1,193,866) | (226,235) |
Other income (expense): | ||||
Interest expense | (5,724) | (67,370) | (40,163) | (111,496) |
Gain on exchange and extinguishment of liabilities | 6,150,142 | 86,602 | 6,150,142 | |
Change in derivative fair value | 824 | 199 | 248 | |
Total other income (expense) | (5,724) | 6,083,596 | 46,638 | 6,038,894 |
Income (loss) before income taxes | (518,278) | 5,963,428 | (1,147,228) | 5,812,659 |
Income tax (expense) benefit | ||||
Net income (loss) | (518,278) | 5,963,428 | (1,147,228) | 5,812,659 |
Convertible preferred stock dividends | (57,408) | (117,936) | ||
Net income (loss) attributable to common stockholders | $ (575,686) | $ 5,963,428 | $ (1,265,164) | $ 5,812,659 |
Basic and diluted net income (loss) per share: | ||||
Basic | $ (0.03) | $ 0.40 | $ (0.07) | $ 0.44 |
Diluted | $ (0.03) | $ 0.36 | $ (0.07) | $ 0.43 |
Weighted average shares outstanding – basic and diluted | 18,793,265 | 14,820,900 | 18,712,199 | 13,147,455 |
Weighted average shares outstanding – basic and diluted | 18,793,265 | 16,641,125 | 18,712,199 | 13,754,197 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,231 | $ 109,583,945 | $ (122,802,352) | $ (13,217,176) | |
Beginning balance, shares at Dec. 31, 2019 | 12,310,733 | ||||
Stock-based compensation | 24,308 | 24,308 | |||
Net (loss) income | (84,765) | (84,765) | |||
Ending balance, value at Mar. 31, 2020 | $ 1,231 | 109,608,253 | (122,887,117) | (13,277,633) | |
Ending balance, shares at Mar. 31, 2020 | 12,310,733 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 1,231 | 109,583,945 | (122,802,352) | (13,217,176) | |
Beginning balance, shares at Dec. 31, 2019 | 12,310,733 | ||||
Net (loss) income | 5,812,659 | ||||
Ending balance, value at Sep. 30, 2020 | $ 1,855 | 110,270,518 | (116,989,693) | (6,717,320) | |
Ending balance, shares at Sep. 30, 2020 | 18,548,265 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 1,231 | 109,608,253 | (122,887,117) | (13,277,633) | |
Beginning balance, shares at Mar. 31, 2020 | 12,310,733 | ||||
Stock-based compensation | 24,308 | 24,308 | |||
Net (loss) income | (66,004) | (66,004) | |||
Ending balance, value at Jun. 30, 2020 | $ 1,231 | 109,632,561 | (122,953,121) | (13,319,329) | |
Ending balance, shares at Jun. 30, 2020 | 12,310,733 | ||||
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 | ||||
Issuance of common shares pursuant to exchange agreements | $ 74 | 132,682 | 132,756 | ||
Issuance of common shares pursuant to exchange agreements, shares | 737,532 | ||||
Beneficial conversion feature on issuance of convertible note with detachable warrants to purchase common stock | 325,000 | 325,000 | |||
Issuance of restricted stock | $ 500 | (500) | |||
Issuance of restricted stock, shares | 5,000,000 | ||||
Net (loss) income | 5,963,428 | 5,963,428 | |||
Ending balance, value at Sep. 30, 2020 | $ 1,855 | 110,270,518 | (116,989,693) | (6,717,320) | |
Ending balance, shares at Sep. 30, 2020 | 18,548,265 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,855 | 110,352,302 | (117,178,645) | (6,824,488) | |
Beginning balance, shares at Dec. 31, 2020 | 18,548,265 | ||||
Stock-based compensation | 81,250 | 81,250 | |||
Cumulative effect of adoption of ASU 2020-06 | (252,961) | 92,061 | (160,900) | ||
Issuance of preferred stock with detachable warrants to purchase common stock | $ 2 | 1,929,087 | 1,929,089 | ||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 22,776 | ||||
Issuance of warrants to purchase common stock pursuant to debt settlement agreements | 1,605,178 | 1,605,178 | |||
Extinguishment of liabilities with related parties pursuant to debt settlement agreements | 1,108,477 | 1,108,477 | |||
Accrual of preferred stock dividends | (3,744) | (3,744) | |||
Net (loss) income | (203,624) | (203,624) | |||
Ending balance, value at Mar. 31, 2021 | $ 2 | $ 1,855 | 114,819,589 | (117,290,208) | (2,468,762) |
Ending balance, shares at Mar. 31, 2021 | 22,776 | 18,548,265 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1,855 | 110,352,302 | (117,178,645) | (6,824,488) | |
Beginning balance, shares at Dec. 31, 2020 | 18,548,265 | ||||
Net (loss) income | (1,147,228) | ||||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 1,879 | 115,094,472 | (118,233,812) | (3,137,459) |
Ending balance, shares at Sep. 30, 2021 | 22,776 | 18,793,265 | |||
Beginning balance, value at Mar. 31, 2021 | $ 2 | $ 1,855 | 114,819,589 | (117,290,208) | (2,468,762) |
Beginning balance, shares at Mar. 31, 2021 | 22,776 | 18,548,265 | |||
Stock-based compensation | 106,750 | 106,750 | |||
Accrual of preferred stock dividends | (56,784) | (56,784) | |||
Issuance of common stock pursuant to debt settlement agreements | 24 | 68,576 | 68,600 | ||
Issuance of common stock pursuant to debt settlement agreements, shares | 245,000 | ||||
Net (loss) income | (425,326) | (425,326) | |||
Ending balance, value at Jun. 30, 2021 | $ 2 | $ 1,879 | 114,938,131 | (117,715,534) | (2,775,522) |
Ending balance, shares at Jun. 30, 2021 | 22,776 | 18,793,265 | |||
Stock-based compensation | 157,749 | 157,749 | |||
Accrual of preferred stock dividends | (57,408) | (57,408) | |||
Issuance of warrants to purchase common stock pursuant to issuance of debt | 56,000 | 56,000 | |||
Net (loss) income | (518,278) | (518,278) | |||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 1,879 | $ 115,094,472 | $ (118,233,812) | $ (3,137,459) |
Ending balance, shares at Sep. 30, 2021 | 22,776 | 18,793,265 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,147,228) | $ 5,812,659 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of derivative liability | (199) | (248) |
Stock-based compensation | 345,749 | 154,441 |
Depreciation, depletion and amortization | 61,668 | |
Accretion of asset retirement obligations | 558 | |
Gain on settlement of litigation | (23,000) | |
Gain on exchange and extinguishment of liabilities | (179,407) | (6,150,142) |
Loss on retirement of convertible note payable | 115,805 | |
Expiration and charge-off of deposit to acquire oil & gas properties | 75,000 | |
Amortization of discount on convertible note payable | 30,016 | 44,094 |
Change in operating assets and liabilities, net of acquisitions of business: | ||
Increase in accounts receivable | (25,545) | |
Increase in prepaid expenses | (16,590) | |
Increase (decrease) in accounts payable | 194,645 | (16,982) |
Decrease in accrued liabilities | (112) | (30,112) |
Increase in accrued interest | 10,146 | 51,865 |
Net cash used in operating activities | (558,494) | (134,425) |
Cash flows from investing activities: | ||
Acquisition of oil and gas properties and equipment | (900,000) | |
Net cash used in investing activities | (900,000) | |
Cash flows from financing activities: | ||
Cash dividends paid on preferred stock | (117,936) | |
Repayment of convertible note payable | (453,539) | |
Net proceeds from issuance of convertible preferred stock | 1,929,089 | |
Issuance of convertible promissory note with detachable warrants to purchase common stock | 100,000 | |
Repayment of notes payable pursuant to exchange agreements | (100,000) | |
Proceeds from issuance of note payable-related party | 41,000 | |
Repayment of notes payable - related party | (41,000) | |
Repayment of note payable | (19,125) | |
Net proceeds from issuance of convertible notes payable | 325,000 | |
Net cash provided by financing activities | 1,457,614 | 205,875 |
Net (decrease) increase in cash and cash equivalents | (880) | 71,450 |
Cash and cash equivalents: | ||
Beginning | 11,042 | 1,785 |
Ending | 10,162 | 73,235 |
Supplemental cash flow information: | ||
Cash paid for interest | 17,448 | 15,536 |
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Assumption of asset retirement obligation related to the purchase of oil and gas properties and equipment | 13,425 | |
Issuance of convertible promissory notes pursuant to debt settlement agreements | 28,665 | |
Issuance of detachable common stock purchase warrants pursuant to debt settlements agreements | 1,605,178 | |
Capital contribution attributable to related party debt extinguishment | 1,108,477 | |
Issuance of common stock pursuant to debt settlement agreements | 68,600 | |
Cumulative effect of adoption of ASU 2020-06 | 160,900 | |
Issuance of convertible note payable with detachable warrants to purchase common stock | 56,000 | |
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 | |
Issuance of common shares pursuant to exchange agreements | $ 132,756 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 American Noble Gas, Inc., formerly Infinity Energy Resources, Inc., (collectively, “we,” “ours,” “us,” “AMNG” 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 2021 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 “AMNG,” the “Company,” “we,” “us” and “our” refer collectively to American Noble Gas, Inc., its predecessors and subsidiaries or one or more of them as the context may require. 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 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. Subsequent to the termination of the Nicaraguan Concessions, we began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of 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 50,000 2.5 900,000 2 10 We and Core, as well as all of the members of Core, Mandalay LLC and Coal Creek Energy, LLC (collectively, the “Seller”) entered into that certain side letter agreement on September 2, 2020 (the “Side Letter”), pursuant to which we and Core agreed to set the closing date on which the Properties would be purchased pursuant to the asset purchase and sale agreement, entered into by the Company and the Seller on December 14, 2020 (the “Asset Purchase Agreement”), to April 1, 2021 (the “APA Closing Date”). Pursuant to the Side Letter, the Company is responsible for reimbursing the Seller for certain prorated revenues and expenses from January 1, 2021 through the APA Closing Date. On April 1, 2021 we completed the acquisition of the Properties, under the same terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 2.05 The purchase of the Properties included 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 commenced rework of the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties existing oil & gas reserves while continuing the evaluation of the existence of new oil & gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. We may find it necessary to obtain new sources of debt and/or equity capital to fund the exploration and development of the Properties enumerated above, as well as satisfying our existing debt obligations. We can provide no assurance that we will be able to obtain sufficient new debt/equity capital to fund our planned development of the Properties. 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, 2021. Economies throughout the world continue to suffer disruptions 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) including the recent rise of the new Delta variant. 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 followed by the recent resurgence in oil and natural gas prices.. In addition, the capital markets have experienced periods of disruption and our efforts to raise necessary capital in the future may be adversely impacted by the pandemic and investor sentiment and we cannot forecast with any certainty when the lingering uncertainty caused by the Covid-19 pandemic 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. Going Concern The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund the (i) development of the Properties acquired on April 1, 2021; (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 2021 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations during the nine months ended September 30, 2021. In that regard, on March 31, 2021, the Company and six creditors entered into Debt Settlement Agreements which extinguished accounts payable and accrued liabilities totaling $ 2,866,497 28,665 3 5,732,994 245,000 123,830 The Company has made substantial progress in resolving its financial obligations: however, there is in excess of $1.9 million remaining that are in default and that the Company is attempting to obtain extensions of the maturity dates and/or compromises regarding payment of its obligations The Company will have significant financial commitments to execute its planned exploration and development of the Properties especially if the Company determines that it will explore for and develop the potential noble gas reserves that may be on the Properties. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may 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. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties 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 unaudited condensed financial statements 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. Revenue Recognition On January 1, 2018, the Company adopted ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil however the Company expects to begin generating revenues from the sale of natural gas and noble gases in the future. The Company recognizes revenue from its interests in the sales of oil and gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. The Company’s oil is typically sold at delivery points under contracts terms that are common in our industry. Convertible Instruments In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2021 and has applied its effects to the 3% Convertible Promissory Notes issued on March 31, 2021 and the 8% Convertible Promissory Note issued on August 30, 2021(See Note 3). The Company elected to adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. Therefore, this transition method applies the amendments in ASU 2020-06 to outstanding financial instruments as of the beginning of the fiscal year of adoption (January 1, 2021), with the cumulative effect of the change recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) as of the date of adoption. In accordance with the modified retrospective method, no adjustment was made to the comparative-period information including earnings (loss) per share. The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $ 160,900 252,961 92,061 Prior to the adoption of ASU 2020-06, the Company applied the existing accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. 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 include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. Oil and gas properties On April 1, 2021 we completed the acquisition of the Properties, under the terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool in the three and nine months ended September 30, 2021. In addition, the Company is currently evaluating the Properties oil and gas reserves and specifically the potential for noble gas reserves such as helium, argon and krypton. Based on these evaluations, the Company may redirect its efforts to the production of noble gases rather than crude oil on the Properties. These noble gas evaluation costs have also been expensed as lease operating costs during the three and nine months ended September 30, 2021. The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, which were zero at September 30, 2021 and December 31, 2020, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds. When we acquire significant amounts of undeveloped acreage, we capitalize interest on the acquisition costs in accordance with FASB ASC Subtopic 835-20 for Capitalization of Interest. We capitalize interest upon identification and development of shale resource opportunities in the Haynesville and Marcellus areas. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest. Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves. Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. For the period ended September 30, 2021, the trailing twelve-month reference price was $52.13 per Bbl for the West Texas Intermediate oil at Cushing, Oklahoma. This reference price for oil is further adjusted for quality factors and regional differentials to derive estimated future net revenues. Under full cost accounting rules, any ceiling test write-downs of oil and gas properties may not be reversed in subsequent periods. There were no ceiling test write-downs for the three or nine months ended September 30, 2021. The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. 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 if-converted/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 shares of Common Stock at the average market price during the period. The Company has outstanding convertible promissory notes payable and Convertible Preferred Stock both of which is potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive. The Company has outstanding convertible promissory notes payable and convertible preferred stock both of which is potentially dilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. During the three and nine months ended September 30, 2021, the Company had outstanding the following securities that were potentially dilutive; 1) Series A Convertible Preferred Stock, 2) Convertible Note Payable through its retirement on March 26, 2021, 3) 3% Convertible Promissory Notes issued on March 31, 2021, 4) 8% Convertible Promissory Note issued on August 30, 2021, 5) Common Stock purchase warrants and 5) stock purchase options. The inclusion of all potentially dilutive securities in diluted earnings (loss) for the three and nine months ended September 30, 2021 and 2020 were excluded because of their anti-dilutive effect because of the net loss reported for both periods. Recent Accounting Pronouncements Reference Rate Reform. - Income Taxes – Simplifying the Accounting for Income Taxes Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows. |
Oil and Gas Properties Acquired
Oil and Gas Properties Acquired | 9 Months Ended |
Sep. 30, 2021 | |
Extractive Industries [Abstract] | |
Oil and Gas Properties Acquired | Note 2 – Oil and Gas Properties Acquired On April 1, 2021, the Company completed the previously announced acquisition of certain oil and gas properties and interests from Core Energy, LLC, effective as of January 1, 2021 (the “Oil & Gas Properties Acquisition”). On December 14, 2020, the Company entered into an asset purchase and sale agreement (the “Agreement”) with Core Energy, as well as all of the members of Core, Mandalay LLC and Coal Creek Energy, LLC, to purchase certain oil and gas properties in the Central Kansas Uplift geological formation, covering over 11,000 900,000 The following represents the purchase price allocation for the Oil & Gas Properties Acquisition for $ 900,000 The Company determined the amount of the asset retirement obligation assumed to be $ 13,425 The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Oil & Gas Properties: Schedule of Oil and Gas Properties Acquired Amount Oil and gas properties, subject to depreciation, depletion and amortization $ 913,425 Asset retirement obligation assumed (13,425 ) Total purchase price of the Oil & Gas Properties $ 900,000 |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 3 – Debt Obligations Debt obligations is comprised of the following at September 30, 2021 and December 31, 2020: Schedule of Debt Outstanding September 30, 2021 December 31, 2020 Notes payable: 3% Convertible promissory notes payable $ 28,665 $ — 8% Convertible promissory notes payable(less discount of $ 51,807 0 48,193 $ — Convertible note payable, (less discount of $- 0 231,606 — 133,563 Note payable — 50,000 Note payable — 35,000 Total notes payable 76,858 218,563 Less: Long-term portion 76,858 — Notes payable, short-term $ — $ 218,563 Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2021 (October 1, 2021 through December 31, 2021) $ — 2022 48,193 2023 — 2024 — 2025 — 2026 28,665 Total $ 76,858 3% Convertible Promissory Notes Payable On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $ 2,866,497 28,665 3 5,732,994 0.50 The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 0.50 An aggregate of $ 2,577,727 25,777 3 5,155,454 8% Convertible Promissory Notes Payable On August 30, 2021, the Company and an accredited investor (the “8% Note Investor”) agreed whereby the Company issued an unsecured convertible note due October 29, 2022 100,000 200,000 0.50 200,000 0.50 100,000 NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the The 8% 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 120% of the principal amount of the 8% Notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the 8% 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 $2,000,000 and one-hundred percent (100%) of the 8% Note plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Notes, so long as the 8% Notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investors The conversion of the 8% Note and the exercise of the 8% Note Warrant are each subject to beneficial ownership limitations such that the 8% Note Investor may not convert the 8% Note or exercise the 8% Note Warrant to the extent that such conversion or exercise would result in the 8% Note Investor being the beneficial owner in excess of 4.99% (or, upon election of the 8% 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 8% Note Investor agreed that for so long as the 8% Note and 8% Note Warrant remain outstanding, the 8% Note Investor has the 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 such subsequent financing. The 8% Note and 8% Note Warrant contain customary events of default, representations, warranties, agreements of the Company and the 8% Investor and customary indemnification rights and obligations of the parties thereto, as applicable. As described in Note 1 the Company elected to early adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. The Company has applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06) and those entered into after January 1, 2021 including the 8% Note. As a result, the 8% Convertible Note was required to be separated into its debt and equity components because of the issuance of detachable warrants together with the 8% Note. Accordingly, the Company allocated the proceeds of the 8% note as follows: Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock Amount Proceeds allocated to 8% convertible note $ 44,000 Proceeds allocated to detachable warrants to purchase common stock 56,000 Total proceeds $ 100,000 The 8% Note was recorded at its par value less the discount established at its origination date. The note discount is amortized over the term of the convertible note utilizing the level-interest method. The following is the assumptions used in calculating the estimated grant-date fair value of the detachable warrants to purchase common stock granted in connection with the 8% Note during the nine months ended September 30, 2021: Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted As of (issuance date) Volatility – range 369.4 % Risk-free rate 0.77 % Contractual term 5.5 Exercise price $ 0.50 Number of warrants in aggregate 200,000 Following is a summary of activity relative to the 8% Note as previously reported on December 31, 2020 through September 30, 2021 follows: Schedule of Convertible Debt Amount Balance December 31, 2020 – 8% Convertible Note $ — Issuance of 8% Note, at par 100,000 Discount on 8% Note at issuance date (56,000 ) Amortization of discount during the period to interest expense 4,193 Balance September 30, 2021 - 8% Convertible Note $ 48,193 Convertible Note Payable 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 3,943,820 0.10 0.50 325,000 The August Note bore interest at a rate of eight percent (8%) per annum with 12 months guaranteed, 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. In addition, pursuant to the August Note, so long as the August Note remained outstanding, the Company could not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than ten cents per share 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 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. As described in Note 1 the Company elected to early adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $ 160,900 252,961 92,061 On March 26, 2021, the Company exercised its right to retire the August Note in conjunction with the issuance of Convertible Preferred Stock (See Note 3 and 11). In accordance with the prepayment provisions contained in the August Note, the Company paid all principal, accrued interest and the 15% prepayment premium as follows: Schedule of Prepayment of Note Amount Principal balance at par $ 365,169 Remaining discount included in principal balance (44,883 ) Accrued interest 17,448 Prepayment premium (including remaining discount due to early retirement) 115,805 Total payment to retire the August Note $ 453,539 The prepayment premium was charged to non-operating expense as a loss from retirement of convertible note payable (See Note 9). Following is a summary of the August Note as previously reported on December 31, 2020 through September 30, 2021 follows: Summary of Amortization and Retirement of Note Amount Balance December 31, 2020 - August Note $ 133,563 Cumulative effect of adoption of ASU 2020-06 160,900 Amortization of discount through the March 26, 2021 retirement date 25,823 Remaining discount recognized as a loss from retirement of convertible note payable 44,883 Retirement of August Note at par value on March 26, 2021 (365,169 ) Balance September 30, 2021 - August Note $ — Note Payable – Short-term On December 27, 2013, the Company borrowed $ 1,050,000 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 15.00 1,333,333 0.75 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. 964,738 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 5.00 50,000 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 0.75 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 20,000 104,000 68,716 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 1,000,000 542,762 100,000 737,532 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 The closing of the Exchange occurred concurrently with the execution of the September Exchange Agreement. At the closing, the Company made the $ 100,000 737,532 132,756 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: Schedule of Gain on Extinguishment of Debt 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 Company had short-term notes outstanding with entities or individuals as follows: ● On July 7, 2015, the Company borrowed a total of $ 50,000 5.60 5,000 5.60 72 189 On April 1, 2021, the Company and the holder of the $ 50,000 145,000 72,874 145,000 40,600 32,274 ● On July 15, 2015, the Company borrowed a total of $ 35,000 5.60 3,500 5.60 50 132 On April 1, 2021, the Company and the holder of the $ 35,000 100,000 50,956 100,000 28,000 22,956 |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Note 4 – Accrued liabilities Accrued liabilities consist of the following at September 30, 2021 and December 31, 2020: Schedule of Accrued Liabilities September 30, 2021 December 31, 2020 Accrued compensation (see Notes 9 and 13) $ — $ 1,425,708 Accrued board of director fees (see Notes 9 and 13) — 363,500 Accrued accounting services – Related party (see Notes 9 and 13) — 762,407 Accrued rent 614,917 614,917 Accrued Nicaragua Concession fees 544,485 544,485 Accrued financing costs – Related party (see Notes 9 and 13) — 26,113 Accrued franchise taxes 339 450 Total accrued liabilities $ 1,159,741 $ 3,737,580 The accrued rent balances relate to unpaid rent for the Company’s previous headquarters in Denver Colorado and represents unpaid rents and related costs for the period June 2006 through November 2008. The Company has not had any correspondence with the landlord for several years and will seek to settle and/or negotiate the matter when it has the financial resources to do so. The accrued Nicaraguan Concession fees were accrued during the time the Concessions had lapsed and the Company was attempting to negotiate extensions to the underlying concessions with the Nicaraguan government which were unsuccessful. The Company abandoned all efforts to negotiate an extension to the Concessions effective January 1, 2020 and ceased the accrual of all related fees at that time. On March 31, 2021, the Company and six creditors entered into Debt Settlement Agreements which extinguished accounts payable and accrued liabilities totaling $ 2,866,497 28,665 3 5,732,994 0.50 |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2021 | |
Stock Options | |
Stock Options | Note 5 – Stock Options The Company applies ASC 718, Stock Compensation 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 may be granted to employees, officers, non-employee directors and consultants. An aggregate of 47,000 47,500 ten years At the Annual Meeting of Stockholders held on September 25, 2015 and the stockholders approved the Infinity Energy Resources, Inc. 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”) and reserved 500,000 As of September 30, 2021, 500,000 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 based on historical volatility. 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 1,800,000 no The following is the assumptions used in calculating the estimated grant-date fair value of the stock options granted during the nine months ended September 30, 2021: Schedule of Stock Option valuation Assumption As of June 4, 2021 (issuance date) Volatility – range 286.6 % Risk-free rate 1.56 % Contractual term 10.0 Exercise price $ 0.50 Number of options in aggregate 1,800,000 The following table summarizes stock option activity for the nine months ended September 30, 2021: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Value Outstanding at December 31, 2020 332,000 $ 41.86 1.28 $ — Granted 1,800,000 0.50 - Exercised — — Forfeited (115,000 ) (64.24 ) Outstanding at September 30, 2021 2,017,000 $ 3.67 8.75 $ — Outstanding and exercisable at September 30, 2021 217,000 $ 30.00 1.03 $ — The Company recorded stock-based compensation expense in connection with the vesting of options granted aggregating $ 76,499 101,999 0 The total grant date fair value of the 1,800,000 305,997 0.17 no The intrinsic value as of September 30, 2021 related to the vested and unvested stock options as of that date was $- 0 203,998 Restricted stock grants. 5,000,000 2,000,000 A summary of all restricted stock activity under the equity compensation plans for the nine months ended September 30, 2021 is as follows: Schedule of Restricted Stock Unit Activity Number of Restricted shares Weighted average grant date fair value Nonvested balance, December 31, 2020 3,750,000 $ 0.13 Granted — — Vested (1,875,000 ) (0.13 ) Forfeited — — Nonvested balance, September 30, 2021 1,875,000 $ 0.13 The Company recorded stock-based compensation expense in connection with the issuance/vesting of restricted granted aggregating $ 81,250 243,750 24,575 73,192 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, 2021, there were $ 243,750 The nonvested balance of restricted stock vests as follows: Schedule of Nonvested Restricted Stock Unit Activity Years ended Number of shares 2021 625,000 2022 1,250,000 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 6 – Derivative Instruments The estimated fair value of the Company’s derivative liabilities, all of which were 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 and current interest rates. The detachable warrants issued in connection with the two other short-term notes payable (See Note 3) contained ratchet and anti-dilution provisions that remain in effect during the term of the warrants while the ratchet and anti-dilution provisions of the other notes payable cease when the related note payable is extinguished. On April 1, 2021, the outstanding warrants treated as derivatives and the related notes payable containing such ratchet and anti-dilution provisions were extinguished through an exchange transaction as described in Note 3. Therefore, the derivative liability was adjusted to fair value and extinguished and included in the gain on extinguishment of notes payable as of the termination date (See Note 9). A comparison of the assumptions used in calculating estimated fair value of such derivative liabilities as of the April 1, 2021 termination date and December 31, 2020 is as follows: Schedule of Estimated Fair Value of Derivative Liabilities As of April 1, 2021 (termination date) As of December 31, 2020 Volatility – range 373.9 % 379.4 % Risk-free rate 0.92 % 0.38 % Contractual term 0.2 0.5 0.8 Exercise price $ 5.60 $ 5.60 Number of warrants in aggregate 8,500 17,000 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: Summary of Changes in Fair Value Derivative Financial Instruments Amount Balance at December 31, 2020 $ 321 Unrealized derivative gains included in other income/expense for the period (199 ) Extinguishment of derivative liability as part of the exchange of debt for common stock (See Note 3 & 9) (122 ) Balance at September 30, 2021 $ — |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Note 7 – Warrants The following table summarizes warrant activity for the nine months ended September 30, 2021: Summary of Warrant Activity Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable at December 31, 2020 1,528,380 $ 0.65 Issued in connection with issuance of Series A convertible preferred stock (See Note 3) 5,256,410 0.39 Issued in connection with issuance of 3% convertible promissory notes (see Note 3 & 13) 5,732,994 0.50 Issued in connection with issuance of 8% convertible promissory notes (see Note 3) 200,000 0.50 Forfeited/expired (47,000 ) (5.22 ) Outstanding and exercisable at September 30, 2021 12,670,784 $ 0.45 The weighted average term of all outstanding common stock purchase warrants was 4.7 zero |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – 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 three months ended September 30, 2021 and 2020. The Company has incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at September 30, 2021. 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% For income tax purposes, the Company has net operating loss carry-forwards of approximately $ 61,235,000 expire from 2028 through 2039 The Company has recently completed the filing of its tax returns for the tax years 2012 through 2020. 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% |
Gain on Exchange and Extinguish
Gain on Exchange and Extinguishment of Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Gain On Exchange And Extinguishment Of Liabilities | |
Gain on Exchange and Extinguishment of Liabilities | Note 9 – Gain on Exchange and Extinguishment of Liabilities During the three and nine months ended September 30, 2021 and 2020, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law. Schedule of Estimated Gain On Exchange and Extinguishment of Debt Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Gain (loss) on Exchange and Extinguishment of Liabilities: Gain on exchange and extinguishment of liabilities $ — $ — $ 124,177 $ — Gain from settlement of litigation (See Note 11) — — 23,000 — Loss from retirement of convertible note payable (See Notes 3) — — (115,805 ) — Extinguishment of trade payables — 4,840,136 — 4,840,136 Gain from exchange and extinguishment of notes payable (See Note 3) — 1,310,006 55,230 1,310,006 Total $ — $ 6,150,142 $ 86,602 $ 6,150,142 Gain on exchange and extinguishment of liabilities - 2,866,497 28,665 3% 5,732,994 0.50 0.50 The warrants to purchase 5,732,994 1,605,178 Schedule of Fair Value of the Warrants Estimated Valuation Assumptions As of March 31, 2021 Volatility – range 374.0 % Risk-free rate 0.92 % Contractual term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 5,732,994 An aggregate of $ 2,577,727 25,777 3% 5,155,454 The gain on extinguishment of liabilities from the Debt Settlement Agreements was determined as follows: Schedule of Gain on Extinguishment of Liabilities Amount Total accounts payable and accrued liabilities extinguished $ 2,866,497 Less: Principal balance of 3% Convertible Promissory Notes issued (28,665 ) Less: Fair value of warrants to purchase common stock issued (1,605,178 ) Total gain on extinguishment of liabilities $ 1,232,654 Less: Related party amounts reported as a capital contribution (1,108,477 ) Gain on extinguishment of liabilities $ 124,177 Gain on extinguishment of trade payables - 4,840,136 |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 10 – Asset Retirement Obligations The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the nine months ended September 30, 2021: Schedule of Assets Retirement Obligation Amount Asset retirement obligation at December 31, 2020 $ 1,716,003 Liabilities added from acquisition of Oil & Gas Properties (See Note 2) 13,425 Accretion expense during the period 558 Asset retirement obligation at September 30, 2021 $ 1,729,986 The $ 1,716,003 1,716,003 The $ 13,425 558 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Lack of Compliance with Law Regarding Domestic Properties AMNG was not in compliance with then existing federal, state and local laws, rules and regulations for domestic oil and gas properties owned and disposed of in 2012 and in years prior to 2012 and could have a material or significantly adverse effect upon the liquidity, capital expenditures, earnings or competitive position of AMNG. All domestic oil and gas properties held by Infinity – Wyoming and Infinity-Texas were disposed of in 2012 and prior; however, the Company may remain liable for certain asset retirement costs should the new owners not complete their obligations. Management believes the total asset retirement obligations recorded for these prior matters of $ 1,716,003 Litigation The Company is subject to various 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. The Company is currently involved in litigation as follows: ● In October 2012 the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $ 30,000 45,103 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 45,103 ● 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 the Company, 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 7,000 15,000 14,000 15,000 2,800 79,594 ● Joseph Ryan (“Ryan”) filed an action in the District Court of Johnson County, Kansas, number 20CV01493, on March 20, 2020 against the Company resulting from certain professional consulting services Ryan alleges he performed for Social, Environmental and Economic Impact Assessments during July 2012 through September 2015 on the Nicaraguan Concessions. Ryan alleges that such services were provided pursuant to oral agreements with AMNG. Ryan claims breach of contract for failure to pay $ 12,000 12,000 On February 10, 2021, the parties agreed to a full and complete settlement of the matter with prejudice. The terms of the settlement required the Company to pay a total of $ 10,000 33,000 23,000 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | Note 12 – Convertible Preferred Stock The Company is authorized to issue up to 10,000,000 0.0001 On March 16, 2021, the Company approved and filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“COD”). The COD provides for the issuance of up to 27,778 100 100 0.32 5,000,000 On March 26, 2021 the Company entered into a securities purchase agreement with five (5) accredited investors providing for an aggregate investment of $ 2,050,000 the Company to them of (i) 22,776 0.0001 100 5.5 5,256,410 0.39 7,117,500 1,929,089 The Company also entered into that certain registration rights agreement, pursuant to which the Company agreed to file a registration statement within forty-five (45) days following the closing of the acquisition of the Properties which occurred on April 1, 2021 to register the conversion shares and the warrant Shares. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90 th The holders of the Series A Convertible Preferred Stock agreed to a 4.99% 9.99% The Company has accrued and paid preferred dividends totaling $ 57,408 117,936 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions 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 non-refundable deposit of $ 50,000 2.5 900,000 2 10 January 11, 2021 900,000 2.05 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, 2021 and 2020. On March 31, 2021 the parties entered into a Debt Settlement Agreement whereby all amounts due to such firm for services totaling $ 762,407 7,624 3% 1,524,814 0 762,407 The Company has accrued compensation to its officers and directors in previous years. The Board of Directors authorized the Company to cease the accrual of compensation for its officers and directors, effective January 1, 2018. On March 31, 2021 the parties entered into Debt Settlement Agreements whereby all accrued amounts due for such services totaling $ 1,789,208 17,892 3% 3,578,416 0 1,789,208 Offshore Finance, LLC was owed financing costs in connection with a subordinated loan to the Company which was converted to common shares in 2014. The managing partner of Offshore and the Company’s CFO are partners in the accounting firm which the Company used for general corporate purposes in the past. On March 31, 2021 the parties entered into a Debt Settlement Agreement whereby all amounts due for such services totaling $ 26,113 261 3% 52,226 0 26,113 On May 13, 2020, the Company borrowed $ 41,000 6% 41,000 654 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Convertible Promissory Notes Payable On October 29, 2021, the Company entered into a securities purchase agreement with accredited investors (the “October Note Investors”) for the Company’s unsecured convertible notes due October 29, 2022 (the “October Notes”), with an aggregate principal face amount of approximately $ 550,000. 1,100,000 0.50 1,650,000 0.50 550,000 52,000 NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the The October 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 120% of the principal amount of the October Notes and any accrued and unpaid interest. Fifty percent (50%) of the October Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the October Notes 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 $2,000,000 and one-hundred percent (100%) of the October Note plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the October Notes, so long as the October Notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the October Note Investors. The conversion of the October Notes and the exercise of the October Note Warrants are each subject to beneficial ownership limitations such that the October Note Investors may not convert their October Note or exercise their October Note Warrants to the extent that such conversion or exercise would result in the October Note Investors being the beneficial owner in excess of 4.99% (or, upon election of the October 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 October Note Investors agreed that for so long as the October Notes and October Note Warrants remain outstanding, the October Note Investors have the 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 such subsequent financing. The October Notes and October Note Warrants contain customary events of default, representations, warranties, agreements of the Company and the October Investor and customary indemnification rights and obligations of the parties thereto, as applicable. Term Sheet to Acquire Current Production and Leasehold Rights to Approximately 52,000 Acres in Kansas On November 4, 2021 the Company acquired an option to purchase the production and mineral rights/leasehold for oil & gas properties primarily in the Central Kansas Uplift geological formation covering over 52,000 12 AMNG the right to acquire a related oilfield service company for $ 4 The acquisition of the Properties include production from 200 oil wells currently producing 280 barrels of oil per day, 100 natural gas wells producing 1.8 million cubic feet of natural gas per day and 40 thousand cubic feet of helium per day. The acquisition will include all existing infrastructure including approximately 200 miles of gas gathering pipelines/systems, salt-water injection and disposal wells/systems, and all existing above and below ground production equipment including gas compression facilities. Approximately 43,000 acres of the Properties contain proven helium content of between 1.5% to 6% which AMNG believes will complement its strategic plan of becoming a leading producer of rare noble gases in the United States and potentially the world. AMNG also acquired an option to acquire a related oilfield service company that has been servicing the Kansas oil and gas community for over 40 years. The acquisition will include retail-supply stores, well cementing services, acidizing and small fracture treatment services, cased-hole logging and perforating services, oil well pulling, servicing and completion services, propane sales and delivery services as well as many other ancillary well servicing businesses. The purchase of the oil field service business is expected to provide benefits to AMNG relative to its current properties and future acquisitions including the one under the acquired option. Annual Meeting of Shareholders Meeting The Company held its annual meeting of the shareholders (the “Annual Meeting”) on Wednesday, October 13, 2021. There were 13,222,427 0.0001 58.5% ● The three nominees for Directors of the Company were all duly elected. ● An amendment to the Company’s Certificate of Incorporation, as amended, was approved which removed the provision providing that any action taken by the stockholders by written consent in lieu of a meeting requires that all of the Company’s stockholders entitled to vote on such action consent in writing thereto. ● An amendment to the Company’s Certificate of Incorporation, as amended, was approved which increased the Company’s authorized shares of common stock from 75,000,000 500,000,000 ● An amendment to the Company’s Certificate of Incorporation, as amended, was approved which changed the Company’s name to American Noble Gas, Inc. ● The adoption of the Company’s 2021 Stock Option and Restricted Stock Plan was approved which reserved up to 5,000,000 ● The appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified. ● A non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers was approved. ● A non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation every three years was approved. Letter Agreement with US Noble Gas, LLC to Provide Exploration, Testing, Production and Distribution of Noble Gas and Rare Earth Element/Minerals On November 10, 2021, the Company and US Noble Gas, LLC (“USNG”) entered a Letter Agreement which covers terms and conditions under which USNG would provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired Properties. The Letter Agreement would cover all of the noble gas and rare earth elements/minerals potentially existing on the approximate 11,000 acres included in the Company’s Properties and future acquisitions. The Letter Agreement also provides that USNG will supply a gas extraction/separator unit which is a large vessel designed for flows up to 5,000 barrels of water per day at low pressures. It is a dewatering vessel that could be used for multiple wells in the future. USNG will also supply a gas metering device currently being installed on the Company’s test well. The equipment US Noble delivers free of charge shall belong to AMNG along with all data and proprietary information regarding gases and minerals collected. USNG will receive as consideration The Company will issue warrants to issue 2,000,000 0.50 five 8,000 25,000 The Letter Agreement requires the Company to establish a four-member advisory board composed of various experts involved in noble gas and rare earth elements/minerals. The advisory board will be formed to help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resource, that may exist in the region where AMNG currently operates. Industry partners would include helium, noble gas and/or rare earth element/mineral purchasers, exploration and development companies from the energy industry and financial partners may include large family offices or small institutions. The members of the advisory board collectively, are to receive warrants to purchase 1,200,000 0.50 five Reincorporation of AMGAS from the State of Delaware to the State of Nevada On October 22, 2021, the Board of Directors of AMGAS approved the reincorporation of the Company in the State of Nevada, pursuant to a merger with and into a wholly-owned subsidiary of the Company (the “ Reincorporation Merger 50 ********************** |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information American Noble Gas, Inc., formerly Infinity Energy Resources, Inc., (collectively, “we,” “ours,” “us,” “AMNG” 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 2021 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 “AMNG,” the “Company,” “we,” “us” and “our” refer collectively to American Noble Gas, Inc., its predecessors and subsidiaries or one or more of them as the context may require. 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 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. Subsequent to the termination of the Nicaraguan Concessions, we began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of 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 50,000 2.5 900,000 2 10 We and Core, as well as all of the members of Core, Mandalay LLC and Coal Creek Energy, LLC (collectively, the “Seller”) entered into that certain side letter agreement on September 2, 2020 (the “Side Letter”), pursuant to which we and Core agreed to set the closing date on which the Properties would be purchased pursuant to the asset purchase and sale agreement, entered into by the Company and the Seller on December 14, 2020 (the “Asset Purchase Agreement”), to April 1, 2021 (the “APA Closing Date”). Pursuant to the Side Letter, the Company is responsible for reimbursing the Seller for certain prorated revenues and expenses from January 1, 2021 through the APA Closing Date. On April 1, 2021 we completed the acquisition of the Properties, under the same terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 2.05 The purchase of the Properties included 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 commenced rework of the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties existing oil & gas reserves while continuing the evaluation of the existence of new oil & gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. We may find it necessary to obtain new sources of debt and/or equity capital to fund the exploration and development of the Properties enumerated above, as well as satisfying our existing debt obligations. We can provide no assurance that we will be able to obtain sufficient new debt/equity capital to fund our planned development of the Properties. |
Covid–19 Pandemic | 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, 2021. Economies throughout the world continue to suffer disruptions 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) including the recent rise of the new Delta variant. 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 followed by the recent resurgence in oil and natural gas prices.. In addition, the capital markets have experienced periods of disruption and our efforts to raise necessary capital in the future may be adversely impacted by the pandemic and investor sentiment and we cannot forecast with any certainty when the lingering uncertainty caused by the Covid-19 pandemic 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. |
Going Concern | Going Concern The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund the (i) development of the Properties acquired on April 1, 2021; (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 2021 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations during the nine months ended September 30, 2021. In that regard, on March 31, 2021, the Company and six creditors entered into Debt Settlement Agreements which extinguished accounts payable and accrued liabilities totaling $ 2,866,497 28,665 3 5,732,994 245,000 123,830 The Company has made substantial progress in resolving its financial obligations: however, there is in excess of $1.9 million remaining that are in default and that the Company is attempting to obtain extensions of the maturity dates and/or compromises regarding payment of its obligations The Company will have significant financial commitments to execute its planned exploration and development of the Properties especially if the Company determines that it will explore for and develop the potential noble gas reserves that may be on the Properties. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may 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. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties 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 unaudited condensed financial statements 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. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil however the Company expects to begin generating revenues from the sale of natural gas and noble gases in the future. The Company recognizes revenue from its interests in the sales of oil and gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. The Company’s oil is typically sold at delivery points under contracts terms that are common in our industry. |
Convertible Instruments | Convertible Instruments In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2021 and has applied its effects to the 3% Convertible Promissory Notes issued on March 31, 2021 and the 8% Convertible Promissory Note issued on August 30, 2021(See Note 3). The Company elected to adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. Therefore, this transition method applies the amendments in ASU 2020-06 to outstanding financial instruments as of the beginning of the fiscal year of adoption (January 1, 2021), with the cumulative effect of the change recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) as of the date of adoption. In accordance with the modified retrospective method, no adjustment was made to the comparative-period information including earnings (loss) per share. The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $ 160,900 252,961 92,061 Prior to the adoption of ASU 2020-06, the Company applied the existing accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. |
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 include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. |
Oil and gas properties | Oil and gas properties On April 1, 2021 we completed the acquisition of the Properties, under the terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool in the three and nine months ended September 30, 2021. In addition, the Company is currently evaluating the Properties oil and gas reserves and specifically the potential for noble gas reserves such as helium, argon and krypton. Based on these evaluations, the Company may redirect its efforts to the production of noble gases rather than crude oil on the Properties. These noble gas evaluation costs have also been expensed as lease operating costs during the three and nine months ended September 30, 2021. The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, which were zero at September 30, 2021 and December 31, 2020, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds. When we acquire significant amounts of undeveloped acreage, we capitalize interest on the acquisition costs in accordance with FASB ASC Subtopic 835-20 for Capitalization of Interest. We capitalize interest upon identification and development of shale resource opportunities in the Haynesville and Marcellus areas. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest. Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves. Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. For the period ended September 30, 2021, the trailing twelve-month reference price was $52.13 per Bbl for the West Texas Intermediate oil at Cushing, Oklahoma. This reference price for oil is further adjusted for quality factors and regional differentials to derive estimated future net revenues. Under full cost accounting rules, any ceiling test write-downs of oil and gas properties may not be reversed in subsequent periods. There were no ceiling test write-downs for the three or nine months ended September 30, 2021. The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. |
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 if-converted/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 shares of Common Stock at the average market price during the period. The Company has outstanding convertible promissory notes payable and Convertible Preferred Stock both of which is potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive. The Company has outstanding convertible promissory notes payable and convertible preferred stock both of which is potentially dilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. During the three and nine months ended September 30, 2021, the Company had outstanding the following securities that were potentially dilutive; 1) Series A Convertible Preferred Stock, 2) Convertible Note Payable through its retirement on March 26, 2021, 3) 3% Convertible Promissory Notes issued on March 31, 2021, 4) 8% Convertible Promissory Note issued on August 30, 2021, 5) Common Stock purchase warrants and 5) stock purchase options. The inclusion of all potentially dilutive securities in diluted earnings (loss) for the three and nine months ended September 30, 2021 and 2020 were excluded because of their anti-dilutive effect because of the net loss reported for both periods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Reference Rate Reform. - Income Taxes – Simplifying the Accounting for Income Taxes Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows. |
Oil and Gas Properties Acquir_2
Oil and Gas Properties Acquired (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Extractive Industries [Abstract] | |
Schedule of Oil and Gas Properties Acquired | The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Oil & Gas Properties: Schedule of Oil and Gas Properties Acquired Amount Oil and gas properties, subject to depreciation, depletion and amortization $ 913,425 Asset retirement obligation assumed (13,425 ) Total purchase price of the Oil & Gas Properties $ 900,000 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt obligations is comprised of the following at September 30, 2021 and December 31, 2020: Schedule of Debt Outstanding September 30, 2021 December 31, 2020 Notes payable: 3% Convertible promissory notes payable $ 28,665 $ — 8% Convertible promissory notes payable(less discount of $ 51,807 0 48,193 $ — Convertible note payable, (less discount of $- 0 231,606 — 133,563 Note payable — 50,000 Note payable — 35,000 Total notes payable 76,858 218,563 Less: Long-term portion 76,858 — Notes payable, short-term $ — $ 218,563 |
Schedule of Debt Obligations Maturities | Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2021 (October 1, 2021 through December 31, 2021) $ — 2022 48,193 2023 — 2024 — 2025 — 2026 28,665 Total $ 76,858 |
Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock | Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock Amount Proceeds allocated to 8% convertible note $ 44,000 Proceeds allocated to detachable warrants to purchase common stock 56,000 Total proceeds $ 100,000 |
Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted | Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted As of (issuance date) Volatility – range 369.4 % Risk-free rate 0.77 % Contractual term 5.5 Exercise price $ 0.50 Number of warrants in aggregate 200,000 |
Schedule of Convertible Debt | Following is a summary of activity relative to the 8% Note as previously reported on December 31, 2020 through September 30, 2021 follows: Schedule of Convertible Debt Amount Balance December 31, 2020 – 8% Convertible Note $ — Issuance of 8% Note, at par 100,000 Discount on 8% Note at issuance date (56,000 ) Amortization of discount during the period to interest expense 4,193 Balance September 30, 2021 - 8% Convertible Note $ 48,193 |
Schedule of Prepayment of Note | Schedule of Prepayment of Note Amount Principal balance at par $ 365,169 Remaining discount included in principal balance (44,883 ) Accrued interest 17,448 Prepayment premium (including remaining discount due to early retirement) 115,805 Total payment to retire the August Note $ 453,539 |
Summary of Amortization and Retirement of Note | Following is a summary of the August Note as previously reported on December 31, 2020 through September 30, 2021 follows: Summary of Amortization and Retirement of Note Amount Balance December 31, 2020 - August Note $ 133,563 Cumulative effect of adoption of ASU 2020-06 160,900 Amortization of discount through the March 26, 2021 retirement date 25,823 Remaining discount recognized as a loss from retirement of convertible note payable 44,883 Retirement of August Note at par value on March 26, 2021 (365,169 ) Balance September 30, 2021 - August Note $ — |
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: Schedule of Gain on Extinguishment of Debt 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 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at September 30, 2021 and December 31, 2020: Schedule of Accrued Liabilities September 30, 2021 December 31, 2020 Accrued compensation (see Notes 9 and 13) $ — $ 1,425,708 Accrued board of director fees (see Notes 9 and 13) — 363,500 Accrued accounting services – Related party (see Notes 9 and 13) — 762,407 Accrued rent 614,917 614,917 Accrued Nicaragua Concession fees 544,485 544,485 Accrued financing costs – Related party (see Notes 9 and 13) — 26,113 Accrued franchise taxes 339 450 Total accrued liabilities $ 1,159,741 $ 3,737,580 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock Options | |
Schedule of Stock Option valuation Assumption | The following is the assumptions used in calculating the estimated grant-date fair value of the stock options granted during the nine months ended September 30, 2021: Schedule of Stock Option valuation Assumption As of June 4, 2021 (issuance date) Volatility – range 286.6 % Risk-free rate 1.56 % Contractual term 10.0 Exercise price $ 0.50 Number of options in aggregate 1,800,000 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2021: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Value Outstanding at December 31, 2020 332,000 $ 41.86 1.28 $ — Granted 1,800,000 0.50 - Exercised — — Forfeited (115,000 ) (64.24 ) Outstanding at September 30, 2021 2,017,000 $ 3.67 8.75 $ — Outstanding and exercisable at September 30, 2021 217,000 $ 30.00 1.03 $ — |
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, 2021 is as follows: Schedule of Restricted Stock Unit Activity Number of Restricted shares Weighted average grant date fair value Nonvested balance, December 31, 2020 3,750,000 $ 0.13 Granted — — Vested (1,875,000 ) (0.13 ) Forfeited — — Nonvested balance, September 30, 2021 1,875,000 $ 0.13 |
Schedule of Nonvested Restricted Stock Unit Activity | The nonvested balance of restricted stock vests as follows: Schedule of Nonvested Restricted Stock Unit Activity Years ended Number of shares 2021 625,000 2022 1,250,000 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 the April 1, 2021 termination date and December 31, 2020 is as follows: Schedule of Estimated Fair Value of Derivative Liabilities As of April 1, 2021 (termination date) As of December 31, 2020 Volatility – range 373.9 % 379.4 % Risk-free rate 0.92 % 0.38 % Contractual term 0.2 0.5 0.8 Exercise price $ 5.60 $ 5.60 Number of warrants in aggregate 8,500 17,000 |
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: Summary of Changes in Fair Value Derivative Financial Instruments Amount Balance at December 31, 2020 $ 321 Unrealized derivative gains included in other income/expense for the period (199 ) Extinguishment of derivative liability as part of the exchange of debt for common stock (See Note 3 & 9) (122 ) Balance at September 30, 2021 $ — |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Summary of Warrant Activity | The following table summarizes warrant activity for the nine months ended September 30, 2021: Summary of Warrant Activity Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable at December 31, 2020 1,528,380 $ 0.65 Issued in connection with issuance of Series A convertible preferred stock (See Note 3) 5,256,410 0.39 Issued in connection with issuance of 3% convertible promissory notes (see Note 3 & 13) 5,732,994 0.50 Issued in connection with issuance of 8% convertible promissory notes (see Note 3) 200,000 0.50 Forfeited/expired (47,000 ) (5.22 ) Outstanding and exercisable at September 30, 2021 12,670,784 $ 0.45 |
Gain on Exchange and Extingui_2
Gain on Exchange and Extinguishment of Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Gain On Exchange And Extinguishment Of Liabilities | |
Schedule of Estimated Gain On Exchange and Extinguishment of Debt | During the three and nine months ended September 30, 2021 and 2020, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law. Schedule of Estimated Gain On Exchange and Extinguishment of Debt Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Gain (loss) on Exchange and Extinguishment of Liabilities: Gain on exchange and extinguishment of liabilities $ — $ — $ 124,177 $ — Gain from settlement of litigation (See Note 11) — — 23,000 — Loss from retirement of convertible note payable (See Notes 3) — — (115,805 ) — Extinguishment of trade payables — 4,840,136 — 4,840,136 Gain from exchange and extinguishment of notes payable (See Note 3) — 1,310,006 55,230 1,310,006 Total $ — $ 6,150,142 $ 86,602 $ 6,150,142 |
Schedule of Fair Value of the Warrants Estimated Valuation Assumptions | Schedule of Fair Value of the Warrants Estimated Valuation Assumptions As of March 31, 2021 Volatility – range 374.0 % Risk-free rate 0.92 % Contractual term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 5,732,994 |
Schedule of Gain on Extinguishment of Liabilities | The gain on extinguishment of liabilities from the Debt Settlement Agreements was determined as follows: Schedule of Gain on Extinguishment of Liabilities Amount Total accounts payable and accrued liabilities extinguished $ 2,866,497 Less: Principal balance of 3% Convertible Promissory Notes issued (28,665 ) Less: Fair value of warrants to purchase common stock issued (1,605,178 ) Total gain on extinguishment of liabilities $ 1,232,654 Less: Related party amounts reported as a capital contribution (1,108,477 ) Gain on extinguishment of liabilities $ 124,177 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Assets Retirement Obligation | The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the nine months ended September 30, 2021: Schedule of Assets Retirement Obligation Amount Asset retirement obligation at December 31, 2020 $ 1,716,003 Liabilities added from acquisition of Oil & Gas Properties (See Note 2) 13,425 Accretion expense during the period 558 Asset retirement obligation at September 30, 2021 $ 1,729,986 |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Apr. 02, 2021USD ($)shares | Apr. 02, 2021USD ($)shares | Mar. 26, 2021USD ($) | Jan. 02, 2021USD ($) | Jan. 02, 2021USD ($) | Sep. 02, 2020USD ($) | Apr. 02, 2020USD ($)a | Jul. 31, 2019USD ($)a | Dec. 31, 2013shares | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)ashares | Aug. 30, 2021shares | Jun. 30, 2021USD ($) | Dec. 31, 2020shares | Dec. 31, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Warrant to purchase of common stock | shares | 8,500 | 8,500 | 200,000 | 17,000 | |||||||||||
Stock issued during period shares new issues | shares | 15,000 | ||||||||||||||
Substantial doubt about going concern, conditions or events | The Company has made substantial progress in resolving its financial obligations: however, there is in excess of $1.9 million remaining that are in default and that the Company is attempting to obtain extensions of the maturity dates and/or compromises regarding payment of its obligations | ||||||||||||||
Increase to additional paid in capital | $ 160,900 | ||||||||||||||
Decrease to additional paid in capital | 252,961 | $ 252,961 | |||||||||||||
Adjustments to additional paid in capital, other | $ 92,061 | $ (160,900) | |||||||||||||
Note Payable [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Stock issued during period shares new issues | shares | 245,000 | ||||||||||||||
Warrants and rights outstanding | $ 123,830 | $ 123,830 | |||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Acquisition of oil and gas properties | $ 2,050,000 | ||||||||||||||
Purchase price of asset | $ 900,000 | $ 900,000 | |||||||||||||
Debt Settlement Agreement [Member] | Six Creditors [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Extinguishment of debt amount | $ 2,866,497 | ||||||||||||||
Debt Settlement Agreement [Member] | Six Creditors [Member] | Convertible Promissory Notes [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Debt instrument face amount | $ 28,665 | ||||||||||||||
Debt instrument, interest rate, stated percentage | 300.00% | ||||||||||||||
Warrant to purchase of common stock | shares | 5,732,994 | ||||||||||||||
Core Energy LLC [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Contiguous acres | a | 11,000 | 11,000 | |||||||||||||
Core Energy LLC [Member] | Purchase Option Prior to December Thirty First Twent Ninteen [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Non refundable deposits | $ 50,000 | $ 50,000 | |||||||||||||
Acquisition of oil and gas properties | $ 2,500,000 | ||||||||||||||
Acquisition of oil and gas properties, description | The purchase of the Properties included 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 One Two Thousand Twenty [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Acquisition of oil and gas properties | $ 900,000 | ||||||||||||||
Core Energy LLC [Member] | Purchase Option Prior to November One Two Thousand Twenty [Member] | Minimum [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Acquisition of oil and gas properties | 2 | ||||||||||||||
Core Energy LLC [Member] | Purchase Option Prior to November One Two Thousand Twenty [Member] | Maximum [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Acquisition of oil and gas properties | $ 10 | ||||||||||||||
Nicaraguan Concessions [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Nature of operations oil and gas resources acres | a | 1.4 |
Schedule of Oil and Gas Propert
Schedule of Oil and Gas Properties Acquired (Details) - USD ($) | Sep. 30, 2021 | Apr. 02, 2021 |
Extractive Industries [Abstract] | ||
Oil and gas properties, subject to depreciation, depletion and amortization | $ 913,425 | |
Asset retirement obligation assumed | (13,425) | $ (13,425) |
Total purchase price of the Oil & Gas Properties | $ 900,000 | $ 900,000 |
Oil and Gas Properties Acquir_3
Oil and Gas Properties Acquired (Details Narrative) | Sep. 30, 2021USD ($) | Apr. 02, 2021USD ($) | Apr. 02, 2020a | Jul. 31, 2019a |
Restructuring Cost and Reserve [Line Items] | ||||
Oil and gas property, full cost method, net | $ 900,000 | $ 900,000 | ||
Oil and gas property, full cost method, depletion | $ 13,425 | $ 13,425 | ||
Core Energy LLC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Oil and gas, developed acreage, gross | a | 11,000 | 11,000 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes Payable | $ 76,858 | $ 218,563 |
Notes Payable, Noncurrent | 76,858 | |
Notes Payable, Current | 218,563 | |
Convertible Promissory Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 28,665 | |
Convertible Promissory Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 48,193 | |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 133,563 | |
Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 50,000 | |
Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | $ 35,000 |
Schedule of Debt Outstanding _2
Schedule of Debt Outstanding (Details) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible Promissory Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 51,807 | $ 0 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 0 | $ 231,606 |
Schedule of Debt Obligations Ma
Schedule of Debt Obligations Maturities (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (October 1, 2021 through December 31, 2021) | |
2022 | 48,193 |
2023 | |
2024 | |
2025 | |
2026 | 28,665 |
Total | $ 76,858 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||
Total proceeds | $ 100,000 | |
Eight Percentage Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Total proceeds | 44,000 | |
Detachable Warrants [Member] | ||
Short-term Debt [Line Items] | ||
Total proceeds | $ 56,000 |
Schedule of Fair Value of Detac
Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted (Details) | Aug. 30, 2021$ / sharesshares | Apr. 02, 2021shares | Dec. 31, 2020shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of warrants in aggregate | shares | 200,000 | 8,500 | 17,000 |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding measurement input | 3.694 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding measurement input | 0.0077 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term | 5 years 6 months | ||
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price | $ / shares | $ 0.50 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||
Amortization of discount during the period to interest expense | $ 30,016 | $ 44,094 |
Eight Percentage Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Balance December 31, 2020 - 8% Convertible Note | ||
Issuance of 8% Note, at par | 100,000 | |
Discount on 8% Note at issuance date | (56,000) | |
Amortization of discount during the period to interest expense | 4,193 | |
Balance September 30, 2021 - 8% Convertible Note | $ 48,193 |
Schedule of Prepayment of Note
Schedule of Prepayment of Note (Details) - August Note [Member] | Mar. 26, 2021USD ($) |
Short-term Debt [Line Items] | |
Principal balance at par | $ 365,169 |
Remaining discount included in principal balance | (44,883) |
Accrued interest | 17,448 |
Prepayment premium (including remaining discount due to early retirement) | 115,805 |
Total payment to retire the August Note | $ 453,539 |
Summary of Amortization and Ret
Summary of Amortization and Retirement of Note (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Balance, beginning | $ 133,563 |
Cumulative effect of adoption of ASU 2020-06 | 160,900 |
Amortization of discount through the March 26, 2021 retirement date | 25,823 |
Remaining discount recognized as a loss from retirement of convertible note payable | 44,883 |
Retirement of August Note at par value on March 26, 2021 | (365,169) |
Balance, ending |
Schedule of Gain on Extinguishm
Schedule of Gain on Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | $ 6,150,142 | $ 86,602 | $ 6,150,142 | |
Exchange Agreement [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | 1,310,006 | |||
Exchange Agreement [Member] | Principal Balance of December 2013 Note extinguished as a Result of the Exchange [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | 1,000,000 | |||
Exchange Agreement [Member] | Accrued Interest Extinguished as a Result of the Exchange [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | 542,762 | |||
Exchange Agreement [Member] | Obligations Extinguished as a Result of the Exchange [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | 1,542,762 | |||
Exchange Agreement [Member] | Cash Payment to Holder as a Result of the Exchange [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | (100,000) | |||
Exchange Agreement [Member] | Value of Common Stock Issued as a Result of the Exchange [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Gain on extinguishment of liabilities | $ (132,756) |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Aug. 30, 2021 | Apr. 02, 2021 | Mar. 31, 2021 | Jan. 02, 2021 | Jan. 02, 2021 | Sep. 24, 2020 | Aug. 19, 2020 | Jul. 15, 2015 | Jul. 07, 2015 | Dec. 27, 2013 | Mar. 31, 2021 | Dec. 31, 2013 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase of common stock | 200,000 | 8,500 | 17,000 | |||||||||||||||||
Proceeds from convertible debt | $ 325,000 | |||||||||||||||||||
Increase to additional paid in capital | $ 160,900 | |||||||||||||||||||
Decrease to additional paid in capital | 252,961 | $ 252,961 | ||||||||||||||||||
Decrease to accumulated deficit | $ 92,061 | $ 92,061 | ||||||||||||||||||
Number of shares issued | 15,000 | |||||||||||||||||||
Number of shares issued, value | $ 1,929,089 | |||||||||||||||||||
Repayments of notes payable | 19,125 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 6,150,142 | 86,602 | $ 6,150,142 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Restricted common stock issued | 5,000,000 | |||||||||||||||||||
Number of shares issued, value | ||||||||||||||||||||
Three Percentage Convertible Promissory Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||
Three Percentage Convertible Promissory Notes [Member] | Related Parties [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 25,777 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | 3.00% | 3.00% | |||||||||||||||||
Warrants to purchase of common stock | 5,155,454 | 5,155,454 | 5,155,454 | |||||||||||||||||
December 2013 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Warrants exercise price per share | $ 15 | |||||||||||||||||||
Proceeds from unsecured credit facility | $ 1,050,000 | |||||||||||||||||||
Warrant expiration date description | The facility is represented by a promissory note (the “December 2013 Note”) with an original maturity date of March 12, 2014. | |||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 100,000 | |||||||||||||||||||
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] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
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. | |||||||||||||||||||
Estimated revenue | $ 964,738 | |||||||||||||||||||
December 2013 Note to April 7, 2016 Two [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Warrants exercise price per share | $ 5 | $ 5 | $ 5 | |||||||||||||||||
Increase of warrants issuance | 1,333,333 | |||||||||||||||||||
Warrants exercise price drops price per share | $ 0.75 | |||||||||||||||||||
Restricted common stock issued | 20,000 | |||||||||||||||||||
Repayment of debt | $ 50,000 | |||||||||||||||||||
Number of shares issued | 20,000 | |||||||||||||||||||
Number of shares issued, value | $ 104,000 | |||||||||||||||||||
Increased value of the outstanding warrants | $ 68,716 | $ 68,716 | $ 68,716 | |||||||||||||||||
Individual Counterparty [Member] | Other Notes Payable [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase of common stock | 3,500 | 5,000 | ||||||||||||||||||
Shares issued price per share | $ 5.60 | $ 5.60 | ||||||||||||||||||
Proceeds from convertible debt | $ 35,000 | $ 50,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 5.60 | $ 5.60 | ||||||||||||||||||
Derivative Liability | $ 72 | $ 189 | ||||||||||||||||||
Holder 1 [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Extinguishment of debt, amount | 72,874 | |||||||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||||||
Number of shares issued | 145,000 | |||||||||||||||||||
Number of shares issued, value | $ 40,600 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 32,274 | |||||||||||||||||||
Individual [Member] | Other Notes Payable [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Derivative Liability | 50 | $ 132 | ||||||||||||||||||
Holder 2 [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Extinguishment of debt, amount | 50,956 | |||||||||||||||||||
Debt instrument, face amount | $ 35,000 | |||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||
Number of shares issued, value | $ 28,000 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 22,956 | |||||||||||||||||||
Debt Settlement Agreements [Member] | Six Creditors [Member] | Three Percentage Convertible Promissory Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Extinguishment of debt, amount | $ 2,866,497 | $ 2,866,497 | ||||||||||||||||||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 28,665 | $ 28,665 | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | 3.00% | 3.00% | |||||||||||||||||
Warrants to purchase of common stock | 5,732,994 | 5,732,994 | 5,732,994 | 5,732,994 | 5,732,994 | 5,732,994 | ||||||||||||||
Debt instrument description | The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 (“Maturity Date”) | |||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2026 | |||||||||||||||||||
Debt Settlement Agreement [Member] | Six Creditors [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Extinguishment of debt, amount | $ 2,866,497 | |||||||||||||||||||
Debt Settlement Agreement [Member] | Six Creditors [Member] | Three Percentage Convertible Promissory Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 28,665 | |||||||||||||||||||
Debt Settlement Agreements [Member] | Three Percentage Convertible Promissory Notes [Member] | Related Parties [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Extinguishment of debt, amount | 2,577,727 | |||||||||||||||||||
Debt Settlement Agreements [Member] | Six Creditors [Member] | Three Percentage Convertible Promissory Notes [Member] | Related Parties [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | 3.00% | 3.00% | |||||||||||||||||
Warrants to purchase of common stock | 5,155,454 | 5,155,454 | 5,155,454 | |||||||||||||||||
Debt instrument, face amount | $ 25,777 | $ 25,777 | $ 25,777 | |||||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | Senior Unsecured Convertible Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase of common stock | 200,000 | |||||||||||||||||||
Debt instrument description | The 8% 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 120% of the principal amount of the 8% Notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the 8% 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 $2,000,000 and one-hundred percent (100%) of the 8% Note plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Notes, so long as the 8% Notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investors | The August Note bore interest at a rate of eight percent (8%) per annum with 12 months guaranteed, 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. In addition, pursuant to the August Note, so long as the August Note remained outstanding, the Company could not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than ten cents per share without written consent of the August Investor. | ||||||||||||||||||
Debt instrument, maturity date | Oct. 29, 2022 | |||||||||||||||||||
Debt instrument, face amount | $ 100,000 | $ 365,169 | ||||||||||||||||||
Shares issued price per share | $ 0.50 | $ 0.50 | ||||||||||||||||||
Proceeds from convertible debt | $ 100,000 | $ 325,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | Senior Unsecured Convertible Note [Member] | Common Stock [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Number of shares issued on conversion | 200,000 | 3,943,820 | ||||||||||||||||||
Shares issued price per share | $ 0.50 | $ 0.10 | ||||||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | Senior Unsecured Convertible Note [Member] | Beneficial Owner [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument description | The conversion of the 8% Note and the exercise of the 8% Note Warrant are each subject to beneficial ownership limitations such that the 8% Note Investor may not convert the 8% Note or exercise the 8% Note Warrant to the extent that such conversion or exercise would result in the 8% Note Investor being the beneficial owner in excess of 4.99% (or, upon election of the 8% 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 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. | ||||||||||||||||||
Exchange and Settlement Agreement [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 1,050,000 | |||||||||||||||||||
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] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
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 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation (see Notes 9 and 13) | $ 1,425,708 | |
Accrued board of director fees (see Notes 9 and 13) | 363,500 | |
Accrued accounting services – Related party (see Notes 9 and 13) | 762,407 | |
Accrued rent | 614,917 | 614,917 |
Accrued Nicaragua Concession fees | 544,485 | 544,485 |
Accrued financing costs – Related party (see Notes 9 and 13) | 26,113 | |
Accrued franchise taxes | 339 | 450 |
Total accrued liabilities | $ 1,159,741 | $ 3,737,580 |
Accrued liabilities (Details Na
Accrued liabilities (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 30, 2021 | Apr. 02, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrant to purchase of common stock | 200,000 | 8,500 | 17,000 | |||
Three Percentage Convertible Promissory Notes [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 0.50 | ||||
Debt Settlement Agreements [Member] | Six Creditors [Member] | Three Percentage Convertible Promissory Notes [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Extinguishment of debt, amount | $ 2,866,497 | $ 2,866,497 | ||||
Issuance of convertible promissory notes | $ 28,665 | $ 28,665 | ||||
Debt interest rate | 3.00% | 3.00% | ||||
Warrant to purchase of common stock | 5,732,994 | 5,732,994 | 5,732,994 |
Schedule of Stock Option valuat
Schedule of Stock Option valuation Assumption (Details) | Jun. 04, 2021$ / sharesshares |
Stock Options | |
Volatility – range | 286.60% |
Risk-free rate | 1.56% |
Contractual term | 10 years |
Exercise price | $ / shares | $ 0.50 |
Number of options in aggregate | shares | 1,800,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options | ||
Number of Options, Outstanding, Beginning | 332,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 41.86 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 1 year 3 months 10 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Number of Options, Granted | 1,800,000 | 0 |
Weighted Average Exercise Price Per Share, Granted | $ 0.50 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValueGranted] | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Number of Options, Forfeited | (115,000) | |
Weighted Average Exercise Price Per Share, Forfeited | $ (64.24) | |
Number of Options, Outstanding, Ending | 2,017,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending | $ 3.67 | |
Weighted Average Remaining Contractual Term, Outstanding, Ending | 8 years 9 months | |
Aggregate Intrinsic Value, Outstanding, Ending | ||
Number of Options, Outstanding and Exercisable | 217,000 | |
Weighted Average Exercise Price Per Share, Outstanding and Exercisable | $ 30 | |
Weighted Average Remaining Contractual Term, Outstanding and exercisable | 1 year 10 days | |
Aggregate Intrinsic Value, Outstanding and Exercisable |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted shares, Nonvested balance, beginning | shares | 3,750,000 |
Weighted average grant date fair value, Nonvested balance, beginning | $ / shares | $ 0.13 |
Number of Restricted shares, Granted | shares | |
Weighted average grant date fair value, Granted | $ / shares | |
Number of Restricted shares, Vested | shares | (1,875,000) |
Weighted average grant date fair value, Vested | $ / shares | $ (0.13) |
Number of Restricted shares, Forfeited | shares | |
Weighted average grant date fair value, Forfeited | $ / shares | |
Number of Restricted shares, Nonvested balance, end | shares | 1,875,000 |
Weighted average grant date fair value, Nonvested balance, end | $ / shares | $ 0.13 |
Schedule of Nonvested Restricte
Schedule of Nonvested Restricted Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Stock Options | |
2021 | $ 625,000 |
2022 | $ 1,250,000 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted | 1,800,000 | 0 | ||||
Stock-based compensation expense in connection with vesting of options granted | $ 76,499 | $ 0 | $ 101,999 | $ 0 | ||
Stock option granted, value | 305,997 | 0 | ||||
Share price | $ 0.17 | |||||
Share-based payment award, options, vested and expected to vest | 0 | 0 | ||||
Unvested stock option | 203,998 | 203,998 | ||||
Stock-based compensation expense | 345,749 | 154,441 | ||||
Unrecognized compensation costs to non-vested restricted stock grants | $ 243,750 | $ 243,750 | ||||
Two Thousand Six Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of reserved common stock, shares | 47,000 | 47,000 | ||||
2005 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of reserved common stock, shares | 47,500 | 47,500 | ||||
2005 Plan and 2006 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock date of granted expiration period | 10 years | |||||
Two Thousand And Fifteen Stock Option and Restricted Stock Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of reserved common stock, shares | 500,000 | 500,000 | ||||
Shares available for future grants under all plans | 500,000 | 500,000 | ||||
Equity Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, value | $ 1,800,000 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted shares, granted | ||||||
Stock-based compensation expense | $ 81,250 | $ 24,575 | $ 243,750 | $ 73,192 | ||
Restricted Stock [Member] | Officers Directors and Consultant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted shares, granted | 5,000,000 | |||||
Restricted Stock [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted shares, granted | 2,000,000 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Value of Derivative Liabilities (Details) | Apr. 02, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Aug. 30, 2021shares |
Derivative [Line Items] | |||
Warrant to purchase of common stock | shares | 8,500 | 17,000 | 200,000 |
Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Derivative [Line Items] | |||
Fair value assumptions, measurement input | 3.739 | 3.794 | |
Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative [Line Items] | |||
Fair value assumptions, measurement input | 0.0092 | 0.0038 | |
Derivative [Member] | Measurement Input, Expected Term [Member] | |||
Derivative [Line Items] | |||
Fair value assumptions, measurement input, term | 2 months 12 days | ||
Derivative [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Fair value assumptions, measurement input, term | 6 months | ||
Derivative [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Fair value assumptions, measurement input, term | 9 months 18 days | ||
Derivative [Member] | Measurement Input, Exercise Price [Member] | |||
Derivative [Line Items] | |||
Fair value assumptions, measurement input | $ / shares | 5.60 | 5.60 |
Summary of Changes in Fair Valu
Summary of Changes in Fair Value Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 321 | |||
Unrealized derivative gains included in other income/expense for the period | $ (824) | (199) | $ (248) | |
Unrealized derivative gains included in other income/expense for the period | (122) | |||
Ending balance |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants, Outstanding and exercisable, Beginning balance | shares | 1,528,380 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Beginning balance | $ / shares | $ 0.65 |
Number of warrants, Issued in connection with issuance of Series A convertible preferred stock (See Note 2) | shares | 5,256,410 |
Weighted Average Exercise Price Per Share, Issued in connection with issuance of Series A convertible preferred stock (See Note 2) | $ / shares | $ 0.39 |
Issued in connection with issuance of convertible promissory notes (see Note 2) | shares | 5,732,994 |
Weighted Average Exercise Price Per Share, Issued in connection with issuance of convertible promissory notes (see Note 2) | $ / shares | $ 0.50 |
Issued in connection with issuance of convertible promissory notes (see Note 2) | shares | 200,000 |
Weighted Average Exercise Price Per Share, Issued in connection with issuance of convertible promissory notes (see Note 2) | $ / shares | $ 0.50 |
Number of warrants, Forfeited/expired | shares | (47,000) |
Weighted Average Exercise Price Per Share, Forfeited/expired | $ / shares | $ (5.22) |
Number of warrants, Outstanding and exercisable, Ending balance | shares | 12,670,784 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Ending balance | $ / shares | $ 0.45 |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Weighted average of purchase warrants term | 4 years 8 months 12 days |
Common stock purchase warrants and intrinsic value | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage on valuation allowance | 100.00% |
Net operating loss carry-forward | $ 61,235,000 |
Net operating loss carry-forward balance expires | expire from 2028 through 2039 |
Change in ownership percentage | 50.00% |
Schedule of Estimated Gain On E
Schedule of Estimated Gain On Exchange and Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Gain On Exchange And Extinguishment Of Liabilities | ||||
Gain on exchange and extinguishment of liabilities | $ 124,177 | |||
Gain from settlement of litigation (See Note 11) | 23,000 | |||
Loss from retirement of convertible note payable (See Notes 3) | (115,805) | |||
Extinguishment of trade payables | 4,840,136 | 4,840,136 | ||
Gain from exchange and extinguishment of notes payable (See Note 3) | 1,310,006 | 55,230 | 1,310,006 | |
Gain on exchange and extinguishment of liabilities | $ 6,150,142 | $ 86,602 | $ 6,150,142 |
Schedule of Fair Value of the W
Schedule of Fair Value of the Warrants Estimated Valuation Assumptions (Details) | Sep. 30, 2021 | Aug. 30, 2021$ / sharesshares | Apr. 02, 2021shares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant to purchase of common stock | shares | 200,000 | 8,500 | 17,000 | ||
Warrant [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement term | 4 years 8 months 12 days | ||||
Warrant to purchase of common stock | shares | 5,732,994 | ||||
Measurement Input, Price Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement input | 3.694 | ||||
Measurement Input, Price Volatility [Member] | Warrant [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement input | 3.740 | ||||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement input | 0.0077 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement input | 0.0092 | ||||
Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement term | 5 years 6 months | ||||
Measurement Input, Expected Term [Member] | Warrant [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding, measurement term | 5 years | ||||
Measurement Input, Exercise Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Exercise price | $ / shares | $ 0.50 | ||||
Measurement Input, Exercise Price [Member] | Warrant [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Exercise price | $ / shares | $ 0.50 |
Schedule of Gain on Extinguis_2
Schedule of Gain on Extinguishment of Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Gain On Exchange And Extinguishment Of Liabilities | ||||
Total accounts payable and accrued liabilities extinguished | $ 2,866,497 | |||
Less: Principal balance of 3% Convertible Promissory Notes issued | (28,665) | |||
Less: Fair value of warrants to purchase common stock issued | (1,605,178) | |||
Total gain on extinguishment of liabilities | 1,232,654 | |||
Less: Related party amounts reported as a capital contribution | (1,108,477) | |||
Gain on extinguishment of liabilities | $ 124,177 |
Gain on Exchange and Extingui_3
Gain on Exchange and Extinguishment of Liabilities (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 30, 2021 | Apr. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2013 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Warrant to purchase of common stock | 200,000 | 8,500 | 17,000 | ||||
Trade payable | $ 4,840,136 | ||||||
Three Percentage Convertible Promissory Notes [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Exercise price | $ 0.50 | $ 0.50 | |||||
Three Percentage Convertible Promissory Notes [Member] | Related Parties [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 25,777 | ||||||
Debt instrument percentage | 3.00% | ||||||
Warrant to purchase of common stock | 5,155,454 | ||||||
Convertible Promissory Notes [Member] | Related Parties [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Extinguished accounts payable and accrued liabilities | $ 2,577,727 | ||||||
Debt Settlement Agreements [Member] | Six Creditors [Member] | Three Percentage Convertible Promissory Notes [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Extinguished accounts payable and accrued liabilities | $ 2,866,497 | $ 2,866,497 | |||||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 28,665 | $ 28,665 | |||||
Debt instrument percentage | 3.00% | 3.00% | |||||
Warrant to purchase of common stock | 5,732,994 | 5,732,994 | 5,732,994 | ||||
Issuance of warrant pursuant to debt | $ 1,605,178 |
Schedule of Assets Retirement O
Schedule of Assets Retirement Obligation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||
Asset retirement obligation at December 31, 2020 | $ 1,716,003 | |||
Liabilities added from acquisition of Oil & Gas Properties (See Note 2) | 13,425 | |||
Accretion expense during the period | $ 279 | 558 | ||
Asset retirement obligation at September 30, 2021 | $ 1,729,986 | $ 1,729,986 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 02, 2021 | Dec. 31, 2020 | Oct. 31, 2012 | |
Asset Retirement Obligation Disclosure [Abstract] | |||||||
Asset retirement obligation | $ 1,716,003 | $ 1,716,003 | $ 13,425 | $ 1,716,003 | $ 45,103 | ||
Accretion expense during the period | $ 279 | $ 558 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 10, 2021 | Mar. 20, 2020 | Dec. 08, 2014 | Aug. 15, 2014 | Oct. 18, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 02, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||||||||||||
Asset retirement obligations | $ 45,103 | $ 1,716,003 | $ 1,716,003 | $ 13,425 | $ 1,716,003 | ||||||||
Seeking of reclamation costs | 30,000 | ||||||||||||
Estimated liability relating each operating well | $ 45,103 | ||||||||||||
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. | ||||||||||||
Total estimated liability relating to all operating wells | $ 780,000 | ||||||||||||
Payment for investor relations services | $ 14,000 | ||||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 15,000 | ||||||||||||
Gain from settlement of litigation | $ 23,000 | ||||||||||||
Joseph Ryan [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Default judgment granted against the company | $ 12,000 | ||||||||||||
Damages amount | $ 12,000 | ||||||||||||
Payment on settlement | $ 10,000 | ||||||||||||
Extinguishment of debt, amount | 33,000 | ||||||||||||
Gain from settlement of litigation | $ 23,000 | ||||||||||||
Consulting Agreement Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payment for investor relations services | $ 7,000 | ||||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 15,000 | ||||||||||||
Torrey Hills Capital Inc [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
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] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Default judgment granted against the company | $ 96,877 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) - USD ($) | Mar. 26, 2021 | Mar. 16, 2021 | Dec. 31, 2013 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 15,000 | ||||||
Preferred stock stated and liquidation value | $ 100 | ||||||
Proceeds from issuance of preferred stock | $ 1,929,089 | ||||||
Ownership interest | 50.00% | 50.00% | |||||
Warrant [Member] | |||||||
Contractual term | 4 years 8 months 12 days | 4 years 8 months 12 days | |||||
Five Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||
Investments | $ 2,050,000 | ||||||
Series A convertible preferred stock [Member] | |||||||
Preferred stock, shares authorized | 27,778 | 27,778 | 27,778 | ||||
Preferred stock stated and liquidation value | $ 100 | ||||||
Preferred stock conversion price | $ 0.32 | ||||||
Ownership interest | 4.99% | ||||||
Accrued preferred stock dividends | $ 57,408 | $ 117,936 | |||||
Series A convertible preferred stock [Member] | Securities Purchase Agreement [Member] | Fee And Other Expenses [Member] | |||||||
Proceeds from issuance of private placement fee | $ 1,929,089 | ||||||
Series A convertible preferred stock [Member] | Five Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||
Preferred stock, par value | $ 0.0001 | ||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 22,776 | ||||||
Preferred stock stated and liquidation value | $ 100 | ||||||
Conversion of preferred stock description | the Company to them of (i) 22,776 shares of Series A Convertible Preferred Stock, par value $0.0001 per share, with a stated/liquidation value of $100 per share; and (ii) warrants, with a term of five and a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to 5,256,410 shares of Common Stock at an exercise price of $0.39 per share, subject to customary adjustments thereunder. | ||||||
Series A convertible preferred stock [Member] | Five Accredited Investors [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||
Contractual term | 5 years 6 months | ||||||
Exercise price | $ 0.39 | ||||||
Maximum [Member] | Series A convertible preferred stock [Member] | |||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 27,778 | ||||||
Proceeds from issuance of preferred stock | $ 5,000,000 | ||||||
Ownership interest | 9.99% | ||||||
Maximum [Member] | Series A convertible preferred stock [Member] | Five Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 7,117,500 | ||||||
Maximum [Member] | Series A convertible preferred stock [Member] | Five Accredited Investors [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||
Warrants to purchase of common stock | 5,256,410 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 02, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Dec. 14, 2020 | Sep. 02, 2020 | May 13, 2020 | Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||||||
Warrant to purchase of common stock | 8,500 | 200,000 | 17,000 | |||||||||
Proceeds from convertible debt | $ 325,000 | |||||||||||
Chairman, CEO President [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal balance | 41,000 | $ 41,000 | ||||||||||
Accrued interest | 654 | 654 | ||||||||||
Officers and Directors [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Employee-related Liabilities, Current | 0 | 1,789,208 | ||||||||||
Unsecured Promissory Note [Member] | Chairman, CEO President [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||||||||
Proceeds from convertible debt | $ 41,000 | |||||||||||
Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Capital raise | $ 2,000,000 | |||||||||||
Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Capital raise | 10,000,000 | |||||||||||
Asset Purchase and Sale Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
New option extended date | Jan. 11, 2021 | |||||||||||
Asset Purchase Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Costs incurred, acquisition of Oil and Gas properties | $ 2,050,000 | |||||||||||
Business combination, consideration transferred | $ 900,000 | |||||||||||
Debt Settlement Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of stock and warrants for services or claims | $ 762,407 | |||||||||||
Principal balance | $ 7,624 | |||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||||||
Warrant to purchase of common stock | 1,524,814 | |||||||||||
Due to related parties | $ 0 | 762,407 | ||||||||||
Debt Settlement Agreement [Member] | Convertible Promissory Note One [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of stock and warrants for services or claims | $ 1,789,208 | |||||||||||
Principal balance | $ 17,892 | |||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||||||
Warrant to purchase of common stock | 3,578,416 | |||||||||||
Debt Settlement Agreement [Member] | Convertible Promissory Note Two [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of stock and warrants for services or claims | $ 26,113 | |||||||||||
Principal balance | $ 261 | |||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||||||
Warrant to purchase of common stock | 52,226 | |||||||||||
Due to related parties | $ 0 | $ 26,113 | ||||||||||
Core Energy LLC [Member] | Purchase Option Prior to December Thirty First Twent Ninteen [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Deposits assets, current | $ 50,000 | $ 50,000 | ||||||||||
Costs incurred, acquisition of Oil and Gas properties | $ 2,500,000 | |||||||||||
Core Energy LLC [Member] | Purchase Option Prior to November One Two Thousand Twenty [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Costs incurred, acquisition of Oil and Gas properties | 900,000 | |||||||||||
Core Energy LLC [Member] | Purchase Option Prior to November One Two Thousand Twenty [Member] | Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Costs incurred, acquisition of Oil and Gas properties | 2 | |||||||||||
Core Energy LLC [Member] | Purchase Option Prior to November One Two Thousand Twenty [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Costs incurred, acquisition of Oil and Gas properties | $ 10 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 10, 2021USD ($)a$ / sharesshares | Nov. 04, 2021USD ($)a | Oct. 29, 2021USD ($)a$ / sharesshares | Oct. 13, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Oct. 22, 2021 | Aug. 30, 2021shares | Apr. 02, 2021shares | Dec. 31, 2020$ / sharesshares |
Subsequent Event [Line Items] | ||||||||||
Warrant to purchase of common stock | 200,000 | 8,500 | 17,000 | |||||||
Proceeds from convertible debt | $ | $ 325,000 | |||||||||
Common stock, shares, outstanding | 18,793,265 | 18,548,265 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares, authorized | 75,000,000 | 75,000,000 | ||||||||
Ownership interest percentage | 50.00% | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Area of land | a | 11,000 | 52,000 | ||||||||
Contiguous acres | a | 52,000 | |||||||||
Common stock, shares, outstanding | 13,222,427 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Common stock outstanding shares percentage | 58.50% | |||||||||
Common stock, shares, authorized | 500,000,000 | |||||||||
Shares reserved for future issuance | 5,000,000 | |||||||||
Excess of cash receivable | $ | $ 25,000 | |||||||||
Ownership interest percentage | 50.00% | |||||||||
Subsequent Event [Member] | Oil and Gas Properties [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Acquisition of properties, description | The acquisition of the Properties include production from 200 oil wells currently producing 280 barrels of oil per day, 100 natural gas wells producing 1.8 million cubic feet of natural gas per day and 40 thousand cubic feet of helium per day. The acquisition will include all existing infrastructure including approximately 200 miles of gas gathering pipelines/systems, salt-water injection and disposal wells/systems, and all existing above and below ground production equipment including gas compression facilities. Approximately 43,000 acres of the Properties contain proven helium content of between 1.5% to 6% which AMNG believes will complement its strategic plan of becoming a leading producer of rare noble gases in the United States and potentially the world. | |||||||||
Purchase option prior to December Thirty First Twenty Twenty One [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Acquisition of oil and gas properties | $ | $ 12,000,000 | |||||||||
Purchase option prior to december thirty first twenty twenty two [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Acquisition of oil and gas properties | $ | $ 4,000,000 | |||||||||
Letter Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant to purchase of common stock | 1,200,000 | |||||||||
Exercise price | $ / shares | $ 0.50 | |||||||||
Contractual term | 5 years | |||||||||
October Investors [Member] | Senior Unsecured Convertible Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, face amount | $ | $ 550,000 | |||||||||
Shares issued price per share | $ / shares | $ 0.50 | |||||||||
Warrant to purchase of common stock | 1,650,000 | |||||||||
Proceeds from convertible debt | $ | $ 550,000 | |||||||||
Debt instrument description | The October 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 120% of the principal amount of the October Notes and any accrued and unpaid interest. Fifty percent (50%) of the October Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the October Notes 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 $2,000,000 and one-hundred percent (100%) of the October Note plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the October Notes, so long as the October Notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the October Note Investors. | |||||||||
October Investors [Member] | Senior Unsecured Convertible Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | Beneficial Owner [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument description | The conversion of the October Notes and the exercise of the October Note Warrants are each subject to beneficial ownership limitations such that the October Note Investors may not convert their October Note or exercise their October Note Warrants to the extent that such conversion or exercise would result in the October Note Investors being the beneficial owner in excess of 4.99% (or, upon election of the October 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. | |||||||||
October Investors [Member] | Senior Unsecured Convertible Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued on conversion | 1,100,000 | |||||||||
Shares issued price per share | $ / shares | $ 0.50 | |||||||||
Consultants [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant to purchase of common stock | 2,000,000 | |||||||||
Exercise price | $ / shares | $ 0.50 | |||||||||
Contractual term | 5 years | |||||||||
Fees receivable per month | $ | $ 8,000 |