Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 | 87-3574612 | |
Entity Incorporation, State or Country Code | NV | |
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 | 21,924,515 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,096 | $ 260,590 |
Accrued receivable | 16,608 | 10,998 |
Prepaid expenses | 16,172 | 13,090 |
Total current assets | 49,876 | 284,678 |
Oil and gas properties and equipment: | ||
Oil and gas properties and equipment | 1,243,402 | 913,425 |
Accumulated depreciation, depletion and impairment | (188,463) | (92,502) |
Property and equipment, net | 1,054,939 | 820,923 |
Investment in unconsolidated subsidiary – GMDOC, LLC | 1,173,633 | |
Total assets | 2,278,448 | 1,105,601 |
Current liabilities: | ||
Accounts payable | 1,195,152 | 975,842 |
Accrued liabilities | 1,175,464 | 1,159,403 |
Accrued interest - related parties | 1,284 | 643 |
Convertible notes payable, net of unamortized discount | 1,285,309 | 376,274 |
Total current liabilities | 3,657,209 | 2,512,162 |
Asset retirement obligations | 1,731,268 | 1,730,264 |
Convertible promissory notes, net of unamortized discount - related parties | 28,665 | 28,665 |
Total liabilities | 5,417,142 | 4,271,091 |
Commitments and contingencies (Note 11) | ||
Stockholders’ deficit: | ||
Preferred stock; par value $0.0001 per share, 10,000,000 shares authorized; Series A Convertible Preferred Stock – 27,778 shares authorized with stated/liquidation value of $100 per share, 25,526 and 22,076 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 3 | 2 |
Common Stock, par value $0.0001 per share, 500,000,000 shares authorized, 21,924,515 shares issued and outstanding at September 30, 2022 and 19,012,015 shares issued and outstanding at December 31, 2021 | 2,192 | 1,901 |
Additional paid-in capital | 117,184,170 | 115,522,952 |
Accumulated deficit | (120,325,059) | (118,690,345) |
Total stockholders’ deficit | (3,138,694) | (3,165,490) |
Total liabilities and stockholders’ deficit | $ 2,278,448 | $ 1,105,601 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 21,924,515 | 19,012,015 |
Common stock, shares outstanding | 21,924,515 | 19,012,015 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 27,778 | 27,778 |
Preferred stock liquidation preference, per share value | $ 100 | $ 100 |
Preferred stock, shares issued | 25,526 | 22,076 |
Preferred stock, shares outstanding | 25,526 | 22,076 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 43,034 | $ 35,392 | $ 111,903 | $ 56,220 |
Operating expenses: | ||||
Oil and gas lease operating expense | 55,288 | 220,767 | 198,003 | 446,849 |
Depreciation, depletion and amortization | 34,292 | 30,834 | 95,961 | 61,668 |
Accretion of asset retirement obligation | 424 | 279 | 1,004 | 558 |
Oil and gas production related taxes | 55 | 1,626 | 164 | 2,592 |
Other general and administrative expenses | 283,312 | 294,440 | 1,131,456 | 738,419 |
Total operating expenses | 373,371 | 547,946 | 1,426,588 | 1,250,086 |
Operating loss | (330,337) | (512,554) | (1,314,685) | (1,193,866) |
Other income (expense): | ||||
Equity in earnings of unconsolidated subsidiary – GMDOC, LLC | 209,297 | 323,633 | ||
Interest expense | (217,872) | (5,724) | (643,662) | (40,163) |
Gain on exchange and extinguishment of liabilities | 86,602 | |||
Change in derivative fair value | 199 | |||
Total other income (expense) | (8,575) | (5,724) | (320,029) | 46,638 |
Loss before income taxes | (338,912) | (518,278) | (1,634,714) | (1,147,228) |
Income tax (expense) benefit | ||||
Net loss | (338,912) | (518,278) | (1,634,714) | (1,147,228) |
Convertible preferred stock dividends | (65,406) | (57,408) | (170,556) | (117,936) |
Net loss attributable to common stockholders | $ (404,318) | $ (575,686) | $ (1,805,270) | $ (1,265,164) |
Basic and diluted net loss per share: | ||||
Basic | $ (0.02) | $ (0.03) | $ (0.09) | $ (0.07) |
Diluted | $ (0.02) | $ (0.03) | $ (0.09) | $ (0.07) |
Weighted average shares outstanding – basic and diluted | 21,920,394 | 18,793,265 | 20,571,459 | 18,712,199 |
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 |
Balance at Dec. 31, 2020 | $ 1,855 | $ 110,352,302 | $ (117,178,645) | $ (6,824,488) | |
Balance, shares at Dec. 31, 2020 | 18,548,265 | ||||
Cumulative effect of adoption of ASU 2020-06 | (252,961) | 92,061 | (160,900) | ||
Stock-based compensation - | 81,250 | 81,250 | |||
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 | (203,624) | (203,624) | |||
Balance at Mar. 31, 2021 | $ 2 | $ 1,855 | 114,819,589 | (117,290,208) | (2,468,762) |
Balance, shares at Mar. 31, 2021 | 22,776 | 18,548,265 | |||
Balance at Dec. 31, 2020 | $ 1,855 | 110,352,302 | (117,178,645) | (6,824,488) | |
Balance, shares at Dec. 31, 2020 | 18,548,265 | ||||
Net loss | (1,147,228) | ||||
Balance at Sep. 30, 2021 | $ 2 | $ 1,879 | 115,094,472 | (118,233,812) | (3,137,459) |
Balance, shares at Sep. 30, 2021 | 22,776 | 18,793,265 | |||
Balance at Mar. 31, 2021 | $ 2 | $ 1,855 | 114,819,589 | (117,290,208) | (2,468,762) |
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) | |||
Net loss | (425,326) | (425,326) | |||
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 | ||||
Balance at Jun. 30, 2021 | $ 2 | $ 1,879 | 114,938,131 | (117,715,534) | (2,775,522) |
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) | |||
Net loss | (518,278) | (518,278) | |||
Issuance of warrants to purchase Common Stock pursuant to issuance of debt | 56,000 | 56,000 | |||
Balance at Sep. 30, 2021 | $ 2 | $ 1,879 | 115,094,472 | (118,233,812) | (3,137,459) |
Balance, shares at Sep. 30, 2021 | 22,776 | 18,793,265 | |||
Balance at Dec. 31, 2021 | $ 2 | $ 1,901 | 115,522,952 | (118,690,345) | (3,165,490) |
Balance, shares at Dec. 31, 2021 | 22,076 | 19,012,015 | |||
Stock-based compensation - | 229,906 | 229,906 | |||
Net loss | (554,634) | (554,634) | |||
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock | $ 25 | (25) | |||
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock, shares | (800) | 250,000 | |||
Series A Convertible Preferred Stock dividends | (52,861) | (52,861) | |||
Balance at Mar. 31, 2022 | $ 2 | $ 1,926 | 115,699,972 | (119,244,979) | (3,543,079) |
Balance, shares at Mar. 31, 2022 | 21,276 | 19,262,015 | |||
Balance at Dec. 31, 2021 | $ 2 | $ 1,901 | 115,522,952 | (118,690,345) | (3,165,490) |
Balance, shares at Dec. 31, 2021 | 22,076 | 19,012,015 | |||
Net loss | (1,634,714) | ||||
Balance at Sep. 30, 2022 | $ 3 | $ 2,192 | 117,184,170 | (120,325,059) | (3,138,694) |
Balance, shares at Sep. 30, 2022 | 25,526 | 21,924,515 | |||
Balance at Mar. 31, 2022 | $ 2 | $ 1,926 | 115,699,972 | (119,244,979) | (3,543,079) |
Balance, shares at Mar. 31, 2022 | 21,276 | 19,262,015 | |||
Stock-based compensation - | 378,341 | 378,341 | |||
Net loss | (741,168) | (741,168) | |||
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock | $ (1) | $ 60 | (59) | ||
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock, shares | (1,900) | 593,750 | |||
Series A Convertible Preferred Stock dividends | (52,289) | (52,289) | |||
Issuance of Common Stock in association with the issuance of convertible bridge notes payable | $ 42 | 196,112 | 196,154 | ||
Issuance of common stock in association with the issuance of convertible bridge notes payable, shares | 425,000 | ||||
Issuance of restricted Common Stock as compensation | $ 155 | (155) | |||
Issuance of restricted common stock as compensation, shares | 1,550,000 | ||||
Issuance of detachable warrants to purchase Common Stock in association with issuance of convertible bridge note payable | 136,574 | 136,574 | |||
Issuance of Series A Convertible Preferred Stock with detachable Common Stock purchase warrants | 1 | 499,999 | 500,000 | ||
Issuance of Series A Convertible Preferred Stock with detachable common stock purchase warrants, shares | 5,000 | ||||
Balance at Jun. 30, 2022 | $ 2 | $ 2,183 | 116,858,495 | (119,986,147) | (3,125,467) |
Balance, shares at Jun. 30, 2022 | 24,376 | 21,830,765 | |||
Stock-based compensation - | 246,091 | 246,091 | |||
Net loss | (338,912) | (338,912) | |||
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock | $ (1) | $ 9 | (8) | ||
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock, shares | (300) | 93,750 | |||
Series A Convertible Preferred Stock dividends | (65,406) | (65,406) | |||
Issuance of Series A Convertible Preferred Stock with detachable Common Stock purchase warrants | 2 | 144,998 | 145,000 | ||
Issuance of Series A Convertible Preferred Stock with detachable common stock purchase warrants, shares | 1,450 | ||||
Balance at Sep. 30, 2022 | $ 3 | $ 2,192 | $ 117,184,170 | $ (120,325,059) | $ (3,138,694) |
Balance, shares at Sep. 30, 2022 | 25,526 | 21,924,515 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,634,714) | $ (1,147,228) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity in earnings of unconsolidated subsidiary – GMDOC, LLC | (323,633) | |
Change in fair value of derivative liability | (199) | |
Stock-based compensation | 854,338 | 345,749 |
Depreciation, depletion and amortization | 95,961 | 61,668 |
Accretion of asset retirement obligations | 1,004 | 558 |
Gain on settlement of litigation | (23,000) | |
Gain on exchange and extinguishment of liabilities | (179,407) | |
Loss on retirement of convertible note payable | 115,805 | |
Expiration and charge-off of deposit to acquire oil and gas properties | 75,000 | |
Amortization of discount on convertible note payable | 579,263 | 30,016 |
Change in operating assets and liabilities: | ||
Increase in accounts receivable | (5,610) | (25,545) |
Increase in prepaid expenses | (3,082) | (16,590) |
Increase in accounts payable | 219,310 | 194,645 |
Increase (decrease) in accrued liabilities | (112) | |
Increase in accrued interest | 641 | 10,146 |
Net cash used in operating activities | (216,522) | (558,494) |
Cash flows from investing activities: | ||
Investment in unconsolidated subsidiary – GMDOC, LLC | (850,000) | |
Investment in Hugoton Gas Field participation agreement | (314,753) | |
Investment in oil and gas properties and equipment | (15,224) | (900,000) |
Net cash used in investing activities | (1,179,977) | (900,000) |
Cash flows from financing activities: | ||
Cash dividends paid on preferred stock | (154,495) | (117,936) |
Net proceeds from issuance of convertible notes payable | 1,200,000 | 100,000 |
Repayment of convertible note payable | (537,500) | (453,539) |
Net proceeds from issuance of Series A Convertible Preferred Stock with detachable Common Stock purchase warrants | 645,000 | 1,929,089 |
Net cash provided by financing activities | 1,153,005 | 1,457,614 |
Net decrease in cash and cash equivalents | (243,494) | (880) |
Cash and cash equivalents: | ||
Beginning | 260,590 | 11,042 |
Ending | 17,096 | 10,162 |
Supplemental cash flow information: | ||
Cash paid for interest | 63,759 | 17,448 |
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Series A Convertible Preferred Stock to Common Stock | 94 | |
Issuance of restricted Common Stock | 155 | |
Issuance of restricted Common Stock attributable to issuance of convertible notes payable | 196,154 | |
Issuance of detachable Common Stock warrants attributable to issuance of convertible notes payable | 136,574 | 56,000 |
Cumulative effect of adoption of ASU 2020-06 | 160,900 | |
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 | |
Assumption of asset retirement obligation related to purchase of oil and gas properties | $ 13,425 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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. 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 the remainder of 2022 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. Name change At the Company’s Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, changing the Company’s name from Infinity Energy Resources, Inc. to American Noble Gas Inc Reincorporation in Nevada On December 7, 2021, pursuant to an Agreement and Plan of Merger, American Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc., a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a certificate of merger on December 7, 2021 with the Secretary of State of the State of Delaware and Articles of Merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the predecessor company’s common stock, par value $ 0.0001 0.0001 Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada (the “Common Stock”), (ii) each outstanding share of the predecessor’s Series A Convertible Preferred Stock automatically converted into one share of Series A Convertible Preferred Stock, par value $0.0001 per share of AMGAS-Nevada (the “Series A Convertible Preferred Stock”), and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada Common Stock under the same terms and conditions as the original options, rights or warrants Similar to the shares of predecessor common stock prior to the merger, the shares of Common Stock are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding certificate previously representing shares of the predecessor’s common stock or Series A Convertible Preferred Stock automatically represents, without any action of the predecessor’s stockholders, the same number of shares of Common Stock or Series A Convertible Preferred Stock, as applicable. Pursuant to the Agreement and Plan of Merger, the directors and officers of the predecessor company immediately prior to the merger became the directors and officers of AMGAS-Nevada and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the predecessor registrant immediately prior to the merger. As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended, and its bylaws. As of December 7, 2021, the effective date of the merger, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation as filed in the State of Nevada and the Company’s Bylaws. Quotation of Common Stock on OTCQB Effective July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB ® Nature of Operations The Company has assessed various opportunities and strategic alternatives involving the acquisition, exploration and development of oil and gas oil producing 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, we are now involved with the following oil and gas producing properties: Central Kansas Uplift 900,000 11,000 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 and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. Hugoton Gas Field Farm-Out The Company The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton JV plans to target brine minerals with commercial quantities of bromine and iodine. The Company The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is evaluating the initial flows of both natural gas and helium. Investment in GMDOC, LLC 60.7143 4,037,500 With respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the membership interests in the amount of $ 50,000 800,000 3,187,500 GMDOC had previously acquired 70 10,000 GMDOC is managed by two members: Darrah Oil Company, LLC, and Grand Mesa Operating Company, (collectively the “Managing Members”), which also serve as the operating companies under the GMDOC Leases. COVID–19 Pandemic The 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 and for the three and nine months ended September 30, 2022. 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 COVID-19 pandemic. In particular, the oil and gas market has been severely impacted by the negative effects of the COVID 19 pandemic 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 continuing effects of the COVID-19 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 COVID-19 pandemic. Going Concern The Company has incurred losses from operations, has a net stockholders’ deficit, incurred net cash used in operating activities and has a significant working capital deficit as of and for the nine months ended September 30, 2022 and for the year ended December 31, 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund (i) the development of the Properties acquired on April 1, 2021; (ii) our obligations for exploration and development under the Hugoton Farmout Agreement; (iii) normal day-to-day operations and corporate overhead; and (iv) outstanding debt and other financial obligations as they become due, as described below. Some of the Company’s outstanding debt and other financial obligations are currently past due and the Company anticipates that other debt and financial obligations will become past due imminently. See Note 4. These are substantial operational and financial issues that must be successfully addressed during 2022 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations and acquiring oil and gas producing properties to deploy its new operational strategy during the nine months ended September 30, 2022 and for the year ended December 31, 2021. The Company will have significant financial commitments executing its planned exploration and development of the Properties and the Hugoton Gas Field. 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 financials are issued. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“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 Financial Accounting Standards Board (“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 notes payable issued on March 31, 2021 and the 8% convertible notes payable issued on August 30, 2021 (see Note 4). 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 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 of $ 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; asset retirement obligations, our control over equity method investments, fair value of equity compensation; warrants issued in connection with convertible debt; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. Oil and gas properties Central Kansas Uplift Properties 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 through September 30, 2022. In addition, the Company is currently evaluating the Properties for 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 through September 30, 2022. Hugoton Gas Field Farm-Out The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is evaluating the initial flows of both natural gas and helium. Full Cost Accounting 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, were zero through September 30, 2022, 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. The trailing twelve-month reference price was $ 67.99 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. Equity Method Investments The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in our Condensed Statements of Operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to its initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. During April 2021, the Company acquired the Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future; however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary. As of December 31, 2012, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100 734,897 981,106 Stock-based compensation The Company applies ASC 718, Stock Compensation Basic and Diluted Income (Loss) Per Share Net income (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 notes payable and Series A Convertible Preferred Stock both of which are 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 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, 2022 and 2021, the Company had outstanding the following securities that were potentially dilutive: i) Series A Convertible Preferred Stock, ii) various convertible notes payable (see Note 4), iii) warrants to purchase Common Stock (see Note 7) and iv) options to purchase Common Stock. All potentially dilutive securities were excluded from the calculation of diluted income (loss) per share for the three and nine months ended September 30, 2022 and 2021 as all were considered anti-dilutive because of the net loss reported for the three and nine months ended September 30, 2022 and 2021. Gain on Extinguishment of Liabilities / Troubled Debt Restructuring In accordance with ASC 470, the Company assesses restructuring of debt as troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s |
Oil and Gas Properties and Equi
Oil and Gas Properties and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Extractive Industries [Abstract] | |
Oil and Gas Properties and Equipment | Note 2 – Oil and Gas Properties and Equipment Oil and gas properties and equipment is comprised of the following at September 30, 2022 and December 31, 2021: Schedule of Oil and Gas Properties and Equipment September 30, 2022 December 31, 2021 Oil and gas production equipment $ 913,425 $ 913,425 Proven developed and undeveloped oil and gas properties 15,224 — Hugoton Gas Field participation agreement initial well drilling and 314,753 — Subtotal 1,243,402 913,425 Less: Accumulated depreciation, depletion and amortization (188,463 ) (92,502 ) Oil and gas properties and equipment, net $ 1,054,939 $ 820,923 Great Bend Properties 11,000 900,000 The following represents the purchase price allocation for the Great Bend 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 Properties: Schedule of Assets and Liabilities Properties Acquired Amount Properties, subject to depreciation, depletion and amortization $ 913,425 Asset retirement obligation assumed (13,425 ) Total purchase price of the Properties $ 900,000 Hugoton Gas Field Participation Agreement - On April 4, 2022, the Company acquired a 40 The Company in the Hugoton JV The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent ( 10 The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is evaluating the initial flows of both natural gas and helium. The Company has paid a total of $ 314,753 |
Investment in unconsolidated su
Investment in unconsolidated subsidiary – GMDOC | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Investment in unconsolidated subsidiary – GMDOC | Note 3 – Investment in unconsolidated subsidiary – GMDOC A summary of the Company’s investment in unconsolidated subsidiary-GMDOC during the three and nine months ended September 30, 2022 follows: Schedule of Investment Unconsolidated Subsidiary Three months ended Nine months ended September 30, 2022 September 30, 2022 Investment in unconsolidated subsidiary-GMDOC, $ 964,336 $ — Purchase of membership interests in GMDOC — 850,000 Equity in earnings of GMDOC 209,297 323,633 Distributions during period — — Impairment charges — — Investment in unconsolidated subsidiary-GMDOC $ 1,173,633 $ 1,173,633 The following table presents summarized balance sheet financial information of the Company’s unconsolidated subsidiary – GMDOC as of September 30, 2022 and December 31, 2021: Schedule of Unconsolidated Subsidiary Balance Sheet Financial Information September 30, 2022 December 31, 2021 Assets: Cash $ 591,067 $ — Accrued revenue & prepaid expenses 490,002 — Oil and gas properties and equipment, net 7,439,743 — Total assets $ 8,520,812 $ — Liabilities and Member’s Equity: Accounts payable and accrued liabilities $ 229,211 $ — Mortgage note payable, net 5,493,214 — Asset Retirement Obligations 865,344 — Member’s equity 1,933,043 — Total liabilities and member’s equity $ 8,520,812 $ — The following table presents summarized income statement financial information of the Company’s unconsolidated subsidiary – GMDOC for the three and nine months ended September 30, 2022: Schedule of Unconsolidated Subsidiary Financial Information Three months ended Nine months ended September 30, 2022 September 30, 2022 Oil and gas revenues $ 929,505 $ 1,718,468 Lease operating expenses (300,881 ) (545,157 ) Production related taxes (27,830 ) (50,743 ) Ad valorem taxes (10,755 ) (21,510 ) Depreciation expense (137,644 ) (269,157 ) Accretion of asset retirement obligation (16,987 ) (33,974 ) General and administrative expenses (4,187 ) (105,847 ) Interest expense (86,497 ) (159,037 ) Net income 344,724 533,043 AMGAS member’s percentage 60.7143 % 60.7143 % Equity in earnings of unconsolidated subsidiary – GMDOC $ 209,297 $ 323,633 The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee, GMDOC. Management’s judgment regarding its level of influence over the operations of GMDOC included considering key factors such as the Company’s ownership interest, legal form of the investee, its’ lack of participation in policy-making decisions and its’ lack of control over the day-to-day operations of GMDOC. On May 3, 2022, the Company entered into the Operating Agreement pursuant to which the Company acquired 17 (or 60.7143% 4,037,500 With respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the membership interests in the amount of $ 50,000 800,000 3,187,500 GMDOC had previously acquired 70% 10,000 GMDOC is managed by two Managing Members, which also serve as the operating companies under the GMDOC Leases. Pursuant to the terms of the Operating Agreement, each member agreed to pay GMDOC, as its capital contribution, $ 50,000 6,045,000 (the “Bank Loan”) 170,000 40,500 6% 6% 400,000 |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 4 – Debt Obligations Debt obligations are comprised of the following at September 30, 2022 and December 31, 2021: Schedule of Debt Outstanding September 30, 2022 December 31, 2021 Notes payable: $ 28,665 $ 28,665 3 March 30, 2026 $ 28,665 $ 28,665 8 October 29, 2022 27,191 273,726 8 8 622,809 376,274 8 September 15, 2022 350,000 — 8 June 29, 2022 312,500 — Total notes payable 1,313,974 404,939 Less: Long-term portion 28,665 28,665 Notes payable, short-term $ 1,285,309 $ 376,274 Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2022 (October 1, 2022 through December 31, 2022) $ 1,285,309 2023 — 2024 — 2025 — 2026 28,665 2027 — Total $ 1,313,974 3% Convertible 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 The 3% Note Warrants were valued at $ 1,605,178 Schedule of Fair Value of 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 8% Convertible Notes Payable due October 29, 2022 (in default) On August 30, 2021, the Company issued to an accredited investor (the “8% Note Investor”) an unsecured convertible note due October 29, 2022 100,000 200,000 0.50) 200,000 0.50) 100,000 The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the 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 closing date On October 29, 2021, the Company issued to three accredited investors (the “October 8% Note Investors”) unsecured convertible notes payable due October 29, 2022 550,000 1,100,000 0.50) 1,650,000 0.50 550,000 The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the 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 closing date The 8% Note and the October 8% Notes all bear 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 underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying 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 underlying notes 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% Note and the October 8% Notes, so long as the underlying 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 Investor The conversion of the 8% Note and the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor and the October 8% Note Investors may not convert the underlying notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the investors being the beneficial owner in excess of 4.99% (or, upon election of the investors, 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, the 8% Note Investor and the October 8% Note Investors have agreed that for so long as the underlying warrants remain outstanding, the 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 underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors 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% Note and October 8% Notes were required to be separated into its debt and equity components based on their relative fair values because of the issuance of detachable warrants together with the 8% Note and the October 8% Notes. Accordingly, the Company allocated the proceeds of the 8% Note as follows: Schedule of Proceeds from Debt Obligations Amount Proceeds allocated to the 8% 8 $ 314,104 Proceeds allocated to detachable warrants to purchase Common Stock 335,896 Total proceeds $ 650,000 The 8% Note and October 8% Notes were recorded at their 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 are 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 and the October 8% Notes in August and October of 2021: Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted As of (issuance date) As of (issuance date) Volatility – range 369.4 % 367.7 % Risk-free rate 0.77 % 1.18 % Contractual term 5.5 5.5 Exercise price $ 0.50 $ 0.50 Number of warrants in aggregate 200,000 1,650,000 The following is a summary of activity relative to the 8% Note and October 8% Notes for the nine months ended September 30, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – 8% Note and October 8% Notes $ 376,274 Amortization of discount during the period to interest expense 246,535 Balance September 30, 2022 - 8% Note and October 8% Notes $ 622,809 The remaining unamortized discount relative to the 8 27,191 273,726 The Company did not pay the principal balance due on the 8% Notes and the October 8% Notes upon their maturity on October 29, 2022 and the remaining balance remains due and payable and is therefore in technical default. The parties are negotiating a resolution to such technical default including an extension and a roll-over of the principal into other Company securities, although there can be no assurance that the parties will reach a mutually agreeable resolution. 8% Convertible Notes Payable due September 15, 2022 (in default) On June 8, 2022, the Company issued to an accredited investor an unsecured convertible note due September 15, 2022 (the “June 2022 Note”), with an aggregate principal face amount of $ 350,000 700,000 0.50) 700,000 0.50) 350,000 The June 2022 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 the remaining principal amount of the underlying note and any accrued and unpaid interest. The underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors and customary indemnification rights and obligations of the parties thereto, as applicable. 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 June 2022 Note. As a result, the June 2022 Note was required to be separated into its debt and equity components based on their relative fair values because of the issuance of detachable warrants together with the June 2022 Note. Accordingly, the Company allocated the proceeds of the June 22 Note as follows: Schedule of Proceeds from Debt Obligations Amount Proceeds allocated to 8 $ 213,426 Proceeds allocated to detachable warrants to purchase Common Stock 136,574 Total proceeds $ 350,000 The June 2022 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 are the assumptions used in calculating the estimated grant-date fair value of the detachable warrants to purchase Common Stock granted in connection with the June 2022 Note: Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted As of (issuance date) Volatility – range 344.7 % Risk-free rate 3.03 % Contractual term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 700,000 The following is a summary of activity relative to the June 2022 Note for the nine months ended September 30, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – June 2022 Note $ — Proceeds allocated to the May 2022 Notes (defined below) 213,426 Principal payments — Amortization of discount during the period to interest expense 136,574 Balance September 30, 2022 - June 2022 Notes $ 350,000 The note has matured and therefore the remaining unamortized discount relative to the June 2022 Notes was $- 0 8% Convertible Notes Payable due June 29, 2022 (in default) The Company entered into a securities purchase agreement with two accredited investors (the “Investors”) for the Company’s 8% convertible notes payable due June 29, 2022 (the “May 2022 Notes”), with an aggregate principal amount of $ 850,000 . The May 2022 Notes are, subject to certain conditions, convertible into an aggregate of 2,125,000 425,000 850,000 The May 2022 Notes bear 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 (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the then outstanding principal amount equal to 120% of the principal amount of each May 2022 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 but not greater than $3,000,000; or b) one hundred percent (100%) of the then outstanding principal amount equal to 120% of the principal amount of a May 2022 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 in excess of $3,000,000. In addition, pursuant to the May 2022 Notes, so long as such May 2022 Notes remain outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the $0.40 per share conversion price, subject to certain adjustments, without the written consent of the Investors The conversion of the May 2022 Notes are each subject to beneficial ownership limitations such that the Investors may not convert the May 2022 Notes to the extent that such conversion or exercise would result in an Investor being the beneficial owner in excess of 4.99% (or, upon election of the 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, 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 Pursuant to the purchase agreement for the Securities, for a period of twelve (12) months after the closing date, the Investors have a right to participate in any issuance of the Company’s Common Stock, Common Stock equivalents, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the subsequent financing The Company also entered into that certain registration rights side letter, pursuant to which, in the event the Company’s shares of Common Stock have not commenced trading on the 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 closing date, and, thereafter, the Company agreed to file a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock underlying the May 2022 Notes in the event that such notes are not repaid prior to such 120-day period. The Company paid half of the May 2022 Notes principal balance upon its maturity on June 29, 2022 and an additional $ 112,500 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 May 2022 Notes. As a result, the May 2022 Notes were required to be separated into its debt and equity components based on their relative fair values because of the issuance of commitment shares together with the May 2022 Notes. Accordingly, the Company allocated the proceeds of the May 2022 Notes as follows: Schedule of Proceeds from Debt Obligations Amount Proceeds allocated to the May 2022 Notes $ 653,846 Proceeds allocated to Commitment Shares 196,154 Total proceeds $ 850,000 The May 2022 Notes were recorded at their par value less the discount established at its origination date. The note discount is amortized over the term of each May 2022 Note (June 29, 2022) utilizing the level-interest method. The following is a summary of activity relative to the May 2022 Notes for the nine months ended September 30, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – May 2022 Notes $ — Proceeds allocated to the May 2022 Notes 653,846 Principal payments (537,500 ) Amortization of discount during the period to interest expense 196,154 Balance September 30, 2022 - May 2022 Notes $ 312,500 The remaining unamortized discount relative to the May 2022 Notes were $- 0 |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Note 5 – Accrued liabilities Accrued liabilities consisted of the following at September 30, 2022 and December 31, 2021: Schedule of Accrued Liabilities September 30, 2022 December 31, 2021 Accrued rent $ 614,918 $ 614,918 Accrued Nicaragua Concession fees 544,485 544,485 Accrued preferred stock dividends payable (see Note 12) 16,061 — Total accrued liabilities $ 1,175,464 $ 1,159,403 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. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 6 – Stock Options Total stock-based compensation is comprised of the following for the three and nine months ended September 30, 2022 and 2021: Schedule of Stock-based Compensation Three months ended Nine months ended 2022 2021 2022 2021 Stock-based compensation – stock option grants $ — $ 76,499 $ 127,499 $ 101,999 Stock-based compensation – restricted stock grants 174,375 81,250 511,250 243,750 Stock-based compensation – warrants issued for services pursuant to USNG Letter Agreement (defined below) 71,716 — 215,589 $ — Total stock-based compensation $ 246,091 $ 157,749 $ 854,338 $ 345,749 The Company applies ASC 718, Stock Compensation At the Company’s Annual Meeting of Stockholders held on September 25, 2015, the stockholders approved the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”) and the Company reserved 500,000 5,000,000 shares for issuance under the 2021 Plan. The 2021 Plan and the 2015 Plan provide for under which both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. An aggregate of 5,500,000 As of September 30, 2022, 5,500,000 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 Stock option grants The following table summarizes stock option activity for the nine months ended September 30, 2022 and 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 $ — Outstanding at December 31, 2021 1,892,000 $ 1.93 9.07 $ — Granted — — Exercised — — Forfeited (450,000 ) 0.50 Outstanding at September 30, 2022 1,442,000 $ 2.38 8.21 $ — Outstanding and exercisable at September 30, 2022 1,442,000 $ 2.38 8.21 $ — The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of September 30, 2022: Summary of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding options Exercisable options Exercise price per share Number of options Weighted average remaining contractual life Number of options Weighted average remaining contractual life $ 0.50 1,350,000 8.68 1,350,000 8.68 $ 30.00 92,000 1.28 92,000 1.28 Total 1,442,000 8.21 1,442,000 8.21 The following is the assumptions used in calculating the estimated grant-date fair value of the stock options granted during 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 Company recorded stock-based compensation expense in connection with the vesting of stock options granted aggregating $- 0 76,499 127,499 101,999 The total grant date fair value of the 1,800,000 305,997 0.17 no The intrinsic value as of September 30, 2022 related to the vested and unvested stock options as of that date was $- 0 no Restricted stock grants. During May 2022, the Board of Directors granted 1,550,000 5,000,000 A summary of all restricted stock activity under the equity compensation plans for the nine months ended September 30, 2022 and 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 Nonvested balance, December 31, 2021 1,250,000 $ 0.13 Granted 1,550,000 0.45 Vested (2,025,000 ) (0.25 ) Forfeited — — Nonvested balance, September 30, 2022 775,000 $ 0.45 The Company recorded stock-based compensation expense in connection with the issuance/vesting of restricted stock grants aggregating $ 174,375 81,250 511,250 243,750 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, 2022, there were $ 348,750 The nonvested balance of restricted stock vests as follows: Schedule of Nonvested Restricted Stock Unit Activity Years ended Number of Shares 2022 387,500 2023 387,500 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Warrants | Note 7 – Warrants The following table summarizes warrant activity for the nine months ended September 30, 2022 and 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 12) 5,256,410 0.39 Issued in connection with issuance of 3 5,732,994 0.50 Issued in connection with issuance of 8 200,000 0.50 Forfeited/expired (47,000 ) (5.22 ) Outstanding and exercisable at September 30, 2021 12,670,784 $ 0.45 Outstanding and exercisable at December 31, 2021 17,580,784 $ 0.47 Issued in connection with issuance of Series A Convertible Preferred Stock (see Note 12) 2,149,999 0.30 Issued in connection with issuance of 8 700,000 0.50 Forfeited/expired — — Outstanding and exercisable at September 30, 2022 20,430,783 $ 0.45 The weighted average term of all outstanding Common Stock purchase warrants was 4.0 zero The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of September 30, 2022: Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding and exercisable warrants Exercise price per share Number of warrants Weighted average remaining contractual life $ 0.30 2,149,999 5.2 $ 0.39 5,256,410 4.0 $ 0.50 13,024,374 3.8 Total 20,430,783 4.0 Warrants issued pursuant to USNG Letter Agreement On November 9, 2021, the Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG provides 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 11,000 The USNG Letter Agreement also provides that USNG will supply a large vessel designed for flows up to 5,000 The USNG Letter Agreement requires the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts involved in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions. Pursuant to the USNG Letter Agreement, the Company will pay USNG a monthly cash fee equal to $ 8,000 25,000 25,000 no The USNG Letter Agreement has an initial term of 5 In consideration for the consulting services to be rendered and pursuant to the terms of the USNG Letter Agreement, the Company issued warrants to purchase, in the aggregate, 2,060,000 shares of its Common Stock at an exercise price of fifty cents ($ 0.50) to three of USNG’s principal consultants and four third-party service providers. The Company issued warrants to purchase, in the aggregate, 1,200,000 shares of Common Stock at fifty cents ($ 0.50) per share exercise price to three members of the Board of Advisors. The Company granted a total of 3,260,000 warrants to purchase its Common Stock with an exercise price of fifty cents ($ 0.50) per share in connection with the USNG Letter Agreement and the arrangements described therein. The warrants expire five years after the date of the USNG Letter Agreement. The fair value of the warrants to purchase Common Stock in consideration for services to be rendered under the USNG Letter Agreement with USNG 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 warrant, 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 warrants granted, the Company considered the historical pattern of warrant exercises behavioral traits and determined that the expected term should be 5 years The following are the assumptions used in calculating the estimated grant-date fair value of the warrants issued pursuant to the USNG Letter Agreement granted on November 9, 2021: Schedule of Warrants Valuation Assumption As of November 9, 2021 (issuance date) Volatility – range 359.3 % Risk-free rate 1.08 % Expected term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 3,260,000 The Company recognized $ 71,716 215,589 3,260,000 no The total grant date fair value of the 3,260,000 1,434,313 0.44 3,260,000 1,171,354 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 and 2021. The Company has incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at September 30, 2022. 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 $ 62,980,000 61,045,000 expire from 2028 through 2037 1,935,000 In addition, the Tax Cuts and Jobs Act limits the usage of net operating loss carryforwards to 80% of taxable income per year The Company has completed the filing of its federal income tax returns for all tax years through 2021. The Federal income tax returns for the years 2012 through 2021 remain open to examination by the U.S. Internal Revenue Service. The Internal Revenue Code of 1986, as amended, contains provisions under Section 382 which limit a company’s ability to utilize net operating loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Management has completed its review of whether such ownership changes have occurred, and based upon such review, management believes that the Company is not currently subject to an annual limitation or the possibility of the complete elimination of the net operating loss carry-forwards. In addition, the Company may be limited by additional ownership changes which may occur in the future. |
Gain on Exchange and Extinguish
Gain on Exchange and Extinguishment of Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law as follows: Schedule of Estimated Gain on Exchange and Extinguishment of Debt 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Gain (loss) on exchange and extinguishment Gain on exchange and $ — $ — $ — $ 55,230 Gain on exchange and extinguishment of liabilities — — — 124,177 Gain from settlement of litigation (see Note 12) — — — 23,000 Loss from retirement of convertible note payable (see Note 4) — — — (115,805 ) Total gain on exchange and $ — $ — $ — $ 86,602 Gain on exchange and extinguishment of notes payable – 85,000 245,000 123,830 245,000 55,230 Gain on exchange and extinguishment of liabilities - 2,866,497 in exchange for the issuance of $ 28,665 in principal balance of the 3% Notes with the 3% Note Warrants. The 3% Notes allows for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on the Maturity Date . The 3% Notes are convertible as to principal and any accrued interest, at the option of holder, into shares of the Company’s Common Stock at any time after the issue date and prior to the close of business on the business day preceding the Maturity Date at the rate of fifty cents ($ 0.50 ) per share, subject to normal and customary adjustment. An aggregate of $ 2,577,727 of the total accounts payable and accrued liabilities that were extinguished were with five related parties. Such related parties were issued $ 25,777 principal balance of the 3 % Notes and the 3% Note Warrants in exchange for the extinguishment of their respective debt obligations. The Company recognized a gain on extinguishment of liabilities for the portion of the extinguishment with non-related parties. Furthermore, it recognized the portion of the gain on extinguishment of liabilities with related parties as a contribution of capital. 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% (28,665 ) Less: Fair value of 3% Note Warrants (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 Loss from retirement of convertible note payable 15 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 during the nine months ended September 30, 2021. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021: Schedule of Assets Retirement Obligation Amount Asset retirement obligation at December 31, 2020 $ 1,716,003 Additions 13,425 Accretion expense during the period 558 Asset retirement obligation at September 30, 2021 $ 1,729,986 Asset retirement obligation at December 31, 2021 $ 1,730,264 Additions — Accretion expense during the period 1,004 Asset retirement obligation at September 30, 2022 $ 1,731,268 The $ 1,716,003 1,716,003 The Company assumed a $ 13,425 302 882 122 122 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Lack of Compliance with Law Regarding Domestic Properties The Company 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 the Company. All domestic oil and gas properties held by Infinity – Wyoming and Infinity-Texas were disposed of in 2012 and in years prior to 2012; 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 USNG Letter Agreement commitment Pursuant to the USNG Letter Agreement (see Note 7), the Company will pay USNG a monthly cash fee equal to $ 8,000 25,000 25,000 The USNG Letter Agreement has an initial term of 5 years, which shall thereafter continue for successive one-year periods, provided that there is no uncured breach, unless otherwise terminated by either party upon a written notice of intent to non-renew. 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 Company’s officers have potential liability regarding the above matter, and the Company’s 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 ● 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 the Company. 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 |
Stockholder_s Deficit
Stockholder’s Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholder’s Deficit | Note 12 – Stockholder’s Deficit Series A Convertible Preferred Stock As of September 30, 2022 and December 31, 2021, the Company is authorized to issue up to 10,000,000 0.0001 The following summarizes the activity in Series A Convertible Preferred Stock for the nine months ended September 30, 2022 and 2021: Schedule of Series A Convertible Preferred Stock Activity Number of Shares Outstanding at December 31, 2020 — Issued 22,776 Converted to Common Stock — Outstanding at September 30, 2021 22,776 Outstanding at December 31, 2021 22,076 Issued 6,450 Converted to Common Stock (3,000 ) Outstanding at September 30, 2022 25,526 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”) with the Secretary of State of the State of Delaware. The COD provides for the issuance of up to 27,778 100 100 0.32 10 5,000,000 March 2021 Issuance - 2,050,000 by the investors for the issuance by the Company to them of (i) 22,776 shares of Series A Convertible Preferred Stock with a stated/liquidation value of $ 100 per share (the “March 2021 Series A Convertible Preferred Stock”); 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 thirty-nine ($ 0.39) per share, subject to customary adjustments thereunder. The March 2021 Series A Convertible Preferred Stock is convertible into an aggregate of up to 7,117,500 shares of Common Stock. Holders of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrants. Net proceeds from the issuance of March 2021 Series A Convertible Preferred Stock totaled $ 1,929,089 after deducting the placement agent fee and other expenses of the offering. The Company used the proceeds of the March 2021 Series A Convertible Preferred Stock offering to complete the acquisition and development of the Properties, to pay-off certain outstanding convertible notes payable (see Note 4) and for general working capital purposes. 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 shares of Common Stock underlying the warrants. 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 March 2021 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its March 2021 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. The Company has accrued and paid preferred dividends totaling $ 154,495 117,936 The holders of March 2021 Series A Convertible Preferred Stock exercised their rights to convert a total of 3,000 937,500 On March 26, 2021, Ozark Capital, LLC acquired 1,111 347,188 256,410 0.50) 100,000 10 2,800 2,800 8,279 5,753 All holders of the March 2021 Series A Convertible Preferred Stock, including Ozark Capital, LLC, have agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days’ advance notice to the Company June 2022 Issuance - 500,000 by the investor for the issuance by the Company of (i) 5,000 shares of Series A Convertible Preferred Stock with a stated/liquidation value of $ 100 per share (the “June 2022 Series A Convertible Preferred Stock”); 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 1,666,667 shares of Common Stock at an exercise price of thirty cents ($ 0.30) per share, subject to customary adjustments thereunder. The June 2022 Series A Convertible Preferred Stock is convertible into an aggregate of up to 1,562,500 shares of Common Stock. The holder of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrant. Net proceeds from the issuance of the June 2022 Series A Convertible Preferred Stock totaled $ 500,000 . The Company used the proceeds of the June 2022 Series A Convertible Preferred Stock offering to pay-off certain outstanding convertible notes payable (see Note 4) and for general working capital purposes. 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 of the June 2022 Series A Preferred Stock, which occurred on June 15, 2022, to register the shares of Common Stock underlying the warrants. 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 holder of the June 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its June 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. The Company has accrued preferred dividends totaling $ 14,658 0 August/September 2022 Issuances – 145,000 by the investors for the issuance by the Company of (i) 1,450 shares of Series A Convertible Preferred Stock with a stated/liquidation value of $ 100 per share (the “August/September 2022 Series A Convertible Preferred Stock”); 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 483,332 shares of Common Stock at an exercise price of thirty ($ 0.30) per share, subject to customary adjustments thereunder. The August/September 2022 Series A Convertible Preferred Stock is convertible into an aggregate of up to 453,125 shares of Common Stock. The holders of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrant. Net proceeds from the issuance of the August/September 2022 Series A Convertible Preferred Stock totaled $ 145,000 . The Company used the proceeds of the August/September 2022 Series A Convertible Preferred Stock offering to pay-off certain outstanding convertible notes payable (see Note 4) and for general working capital purposes. The holders of the August/September 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its August/September 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. The Company has accrued preferred dividends totaling $ 1,403 0 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions The Company’s Previous Chief Operating Officer was a non-controlling member of Core. On April 1, 2021, we completed the acquisition of the Properties, under the same terms of the Agreement which provided a purchase price of $ 900,000 . The Company raised approximately $ 2.05 million on March 26, 2021, through the issuance of the March 2021 Series A Convertible Preferred Stock with detachable Common Stock purchase warrants. The funds raised pursuant to the March 2021 Series A Convertible Preferred Stock issuance were used to complete the acquisition of the Properties on April 1, 2021, to retire the outstanding convertible note payable and for working capital purposes. 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 years ended December 31, 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 were extinguished upon the issuance of $ 7,624 principal balance of the 3 % Notes and the issuance of the 3% Note Warrants as further described in Notes 4, 10 and 14. Total amounts due to the related party was $- 0 - as of September 30, 2022 and December 31, 2021. The Company had accrued compensation to its officers and directors in years prior to 2018. 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 were extinguished upon the issuance of $ 17,892 principal balance of the 3% Notes and the issuance of the 3% Note Warrants as further described in Notes 4, 7 and 9. Total amounts due to the officers and directors related to accrued compensation was $- 0 - as of September 30, 2022 and December 31, 2021. 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 Chief Financial Officer 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 were extinguished upon the issuance of $ 261 principal balance of the 3% Notes and the issuance of the 3% Note Warrants as further described in Notes 4, 7 and 9. Total amounts due to this related party was $- 0 - as of September 30, 2022 and December 31, 2021. In connection with the Hugoton Gas Field Farmout Agreement, John Loeffelbein, the Company’s previous Chief Operating Officer, was granted a 3% carried interest through drilling in the Hugoton JV. Such carried interest was burdened only to the three other partners in the Hugoton JV and not the Company’s interest. On April 18, 2022, John Loeffelbein resigned from his position as Chief Operating Officer with the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events As further described in Note 4 the Company has certain convertible notes payable that have matured and are in default as of September 30, 2022. In addition, certain notes matured on October 29, 2022 and were not repaid and therefore are currently in default status. Following is the outstanding principal balance on matured convertible notes that are currently in default: Schedule of Outstanding Principal Balance on Matured Convertible Notes Amounts Notes payable, in default: Notes payable, in default $ 1,312,500 8% October 29, 2022 $ 650,000 8% September 15, 2022 350,000 8% June 29, 2022 312,500 Notes payable, in default $ 1,312,500 The Company did not pay the principal balance due on these Convertible Notes upon their maturity, therefore the remaining balance remains due and payable and is therefore in technical default. The parties are negotiating a forbearance/resolution to such technical defaults which include several alternatives. Such negotiations include i) a reduction in the conversion price of the underlying convertible notes, ii) an extension and a roll-over of the principal into other Company securities, and iii) a combination of the alternatives. The Company can provide no assurance that the parties will reach a mutually agreeable resolution. |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information American Noble Gas, Inc. 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 the remainder of 2022 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. |
Name change | Name change At the Company’s Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, changing the Company’s name from Infinity Energy Resources, Inc. to American Noble Gas Inc |
Reincorporation in Nevada | Reincorporation in Nevada On December 7, 2021, pursuant to an Agreement and Plan of Merger, American Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc., a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a certificate of merger on December 7, 2021 with the Secretary of State of the State of Delaware and Articles of Merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the predecessor company’s common stock, par value $ 0.0001 0.0001 Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada (the “Common Stock”), (ii) each outstanding share of the predecessor’s Series A Convertible Preferred Stock automatically converted into one share of Series A Convertible Preferred Stock, par value $0.0001 per share of AMGAS-Nevada (the “Series A Convertible Preferred Stock”), and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada Common Stock under the same terms and conditions as the original options, rights or warrants Similar to the shares of predecessor common stock prior to the merger, the shares of Common Stock are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding certificate previously representing shares of the predecessor’s common stock or Series A Convertible Preferred Stock automatically represents, without any action of the predecessor’s stockholders, the same number of shares of Common Stock or Series A Convertible Preferred Stock, as applicable. Pursuant to the Agreement and Plan of Merger, the directors and officers of the predecessor company immediately prior to the merger became the directors and officers of AMGAS-Nevada and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the predecessor registrant immediately prior to the merger. As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended, and its bylaws. As of December 7, 2021, the effective date of the merger, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation as filed in the State of Nevada and the Company’s Bylaws. |
Quotation of Common Stock on OTCQB | Quotation of Common Stock on OTCQB Effective July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB ® |
Nature of Operations | Nature of Operations The Company has assessed various opportunities and strategic alternatives involving the acquisition, exploration and development of oil and gas oil producing 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, we are now involved with the following oil and gas producing properties: Central Kansas Uplift 900,000 11,000 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 and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. Hugoton Gas Field Farm-Out The Company The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton JV plans to target brine minerals with commercial quantities of bromine and iodine. The Company The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is evaluating the initial flows of both natural gas and helium. Investment in GMDOC, LLC 60.7143 4,037,500 With respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the membership interests in the amount of $ 50,000 800,000 3,187,500 GMDOC had previously acquired 70 10,000 GMDOC is managed by two members: Darrah Oil Company, LLC, and Grand Mesa Operating Company, (collectively the “Managing Members”), which also serve as the operating companies under the GMDOC Leases. |
COVID–19 Pandemic | COVID–19 Pandemic The 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 and for the three and nine months ended September 30, 2022. 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 COVID-19 pandemic. In particular, the oil and gas market has been severely impacted by the negative effects of the COVID 19 pandemic 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 continuing effects of the COVID-19 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 COVID-19 pandemic. |
Going Concern | Going Concern The Company has incurred losses from operations, has a net stockholders’ deficit, incurred net cash used in operating activities and has a significant working capital deficit as of and for the nine months ended September 30, 2022 and for the year ended December 31, 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund (i) the development of the Properties acquired on April 1, 2021; (ii) our obligations for exploration and development under the Hugoton Farmout Agreement; (iii) normal day-to-day operations and corporate overhead; and (iv) outstanding debt and other financial obligations as they become due, as described below. Some of the Company’s outstanding debt and other financial obligations are currently past due and the Company anticipates that other debt and financial obligations will become past due imminently. See Note 4. These are substantial operational and financial issues that must be successfully addressed during 2022 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations and acquiring oil and gas producing properties to deploy its new operational strategy during the nine months ended September 30, 2022 and for the year ended December 31, 2021. The Company will have significant financial commitments executing its planned exploration and development of the Properties and the Hugoton Gas Field. 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 financials are issued. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“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 Financial Accounting Standards Board (“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 notes payable issued on March 31, 2021 and the 8% convertible notes payable issued on August 30, 2021 (see Note 4). 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 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 of $ 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; asset retirement obligations, our control over equity method investments, fair value of equity compensation; warrants issued in connection with convertible debt; 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 Central Kansas Uplift Properties 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 through September 30, 2022. In addition, the Company is currently evaluating the Properties for 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 through September 30, 2022. Hugoton Gas Field Farm-Out The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is evaluating the initial flows of both natural gas and helium. Full Cost Accounting 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, were zero through September 30, 2022, 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. The trailing twelve-month reference price was $ 67.99 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. |
Equity Method Investments | Equity Method Investments The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in our Condensed Statements of Operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). |
Issuance of Debt Instruments With Detachable Stock Purchase Warrants | Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to its initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. During April 2021, the Company acquired the Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future; however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary. As of December 31, 2012, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100 734,897 981,106 |
Stock-based compensation | Stock-based compensation The Company applies ASC 718, Stock Compensation |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share Net income (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 notes payable and Series A Convertible Preferred Stock both of which are 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 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, 2022 and 2021, the Company had outstanding the following securities that were potentially dilutive: i) Series A Convertible Preferred Stock, ii) various convertible notes payable (see Note 4), iii) warrants to purchase Common Stock (see Note 7) and iv) options to purchase Common Stock. All potentially dilutive securities were excluded from the calculation of diluted income (loss) per share for the three and nine months ended September 30, 2022 and 2021 as all were considered anti-dilutive because of the net loss reported for the three and nine months ended September 30, 2022 and 2021. |
Gain on Extinguishment of Liabilities / Troubled Debt Restructuring | Gain on Extinguishment of Liabilities / Troubled Debt Restructuring In accordance with ASC 470, the Company assesses restructuring of debt as troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grant a concession to the debtor that it would not otherwise consider. The Company records a gain on restructuring of payables when it transfers its assets to a creditor to fully settle a payable. The gain is measured by the excess of the carrying amount of the payable over the fair value of the assets transferred or fair value of equity interest granted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Business Combinations In October 2021, FASB issued ASU 2021-08 Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our condensed financial statements. 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 and Eq_2
Oil and Gas Properties and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Extractive Industries [Abstract] | |
Schedule of Oil and Gas Properties and Equipment | Oil and gas properties and equipment is comprised of the following at September 30, 2022 and December 31, 2021: Schedule of Oil and Gas Properties and Equipment September 30, 2022 December 31, 2021 Oil and gas production equipment $ 913,425 $ 913,425 Proven developed and undeveloped oil and gas properties 15,224 — Hugoton Gas Field participation agreement initial well drilling and 314,753 — Subtotal 1,243,402 913,425 Less: Accumulated depreciation, depletion and amortization (188,463 ) (92,502 ) Oil and gas properties and equipment, net $ 1,054,939 $ 820,923 |
Schedule of Assets and Liabilities Properties Acquired | The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Properties: Schedule of Assets and Liabilities Properties Acquired Amount Properties, subject to depreciation, depletion and amortization $ 913,425 Asset retirement obligation assumed (13,425 ) Total purchase price of the Properties $ 900,000 |
Investment in unconsolidated _2
Investment in unconsolidated subsidiary – GMDOC (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investment Unconsolidated Subsidiary | A summary of the Company’s investment in unconsolidated subsidiary-GMDOC during the three and nine months ended September 30, 2022 follows: Schedule of Investment Unconsolidated Subsidiary Three months ended Nine months ended September 30, 2022 September 30, 2022 Investment in unconsolidated subsidiary-GMDOC, $ 964,336 $ — Purchase of membership interests in GMDOC — 850,000 Equity in earnings of GMDOC 209,297 323,633 Distributions during period — — Impairment charges — — Investment in unconsolidated subsidiary-GMDOC $ 1,173,633 $ 1,173,633 |
Schedule of Unconsolidated Subsidiary Balance Sheet Financial Information | The following table presents summarized balance sheet financial information of the Company’s unconsolidated subsidiary – GMDOC as of September 30, 2022 and December 31, 2021: Schedule of Unconsolidated Subsidiary Balance Sheet Financial Information September 30, 2022 December 31, 2021 Assets: Cash $ 591,067 $ — Accrued revenue & prepaid expenses 490,002 — Oil and gas properties and equipment, net 7,439,743 — Total assets $ 8,520,812 $ — Liabilities and Member’s Equity: Accounts payable and accrued liabilities $ 229,211 $ — Mortgage note payable, net 5,493,214 — Asset Retirement Obligations 865,344 — Member’s equity 1,933,043 — Total liabilities and member’s equity $ 8,520,812 $ — |
Schedule of Unconsolidated Subsidiary Financial Information | The following table presents summarized income statement financial information of the Company’s unconsolidated subsidiary – GMDOC for the three and nine months ended September 30, 2022: Schedule of Unconsolidated Subsidiary Financial Information Three months ended Nine months ended September 30, 2022 September 30, 2022 Oil and gas revenues $ 929,505 $ 1,718,468 Lease operating expenses (300,881 ) (545,157 ) Production related taxes (27,830 ) (50,743 ) Ad valorem taxes (10,755 ) (21,510 ) Depreciation expense (137,644 ) (269,157 ) Accretion of asset retirement obligation (16,987 ) (33,974 ) General and administrative expenses (4,187 ) (105,847 ) Interest expense (86,497 ) (159,037 ) Net income 344,724 533,043 AMGAS member’s percentage 60.7143 % 60.7143 % Equity in earnings of unconsolidated subsidiary – GMDOC $ 209,297 $ 323,633 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Short-Term Debt [Line Items] | |
Schedule of Debt Outstanding | Debt obligations are comprised of the following at September 30, 2022 and December 31, 2021: Schedule of Debt Outstanding September 30, 2022 December 31, 2021 Notes payable: $ 28,665 $ 28,665 3 March 30, 2026 $ 28,665 $ 28,665 8 October 29, 2022 27,191 273,726 8 8 622,809 376,274 8 September 15, 2022 350,000 — 8 June 29, 2022 312,500 — Total notes payable 1,313,974 404,939 Less: Long-term portion 28,665 28,665 Notes payable, short-term $ 1,285,309 $ 376,274 |
Schedule of Debt Obligations Maturities | Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2022 (October 1, 2022 through December 31, 2022) $ 1,285,309 2023 — 2024 — 2025 — 2026 28,665 2027 — Total $ 1,313,974 |
Schedule of Fair Value of Warrants Estimated Valuation Assumptions | Schedule of Fair Value of 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 |
Convertible Promissory Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Proceeds from Debt Obligations | Schedule of Proceeds from Debt Obligations Amount Proceeds allocated to the 8% 8 $ 314,104 Proceeds allocated to detachable warrants to purchase Common Stock 335,896 Total proceeds $ 650,000 |
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) As of (issuance date) Volatility – range 369.4 % 367.7 % Risk-free rate 0.77 % 1.18 % Contractual term 5.5 5.5 Exercise price $ 0.50 $ 0.50 Number of warrants in aggregate 200,000 1,650,000 |
Schedule of Convertible Debt | The following is a summary of activity relative to the 8% Note and October 8% Notes for the nine months ended September 30, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – 8% Note and October 8% Notes $ 376,274 Amortization of discount during the period to interest expense 246,535 Balance September 30, 2022 - 8% Note and October 8% Notes $ 622,809 |
Convertible Promissory Notes Payable One [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Proceeds from Debt Obligations | Schedule of Proceeds from Debt Obligations Amount Proceeds allocated to 8 $ 213,426 Proceeds allocated to detachable warrants to purchase Common Stock 136,574 Total proceeds $ 350,000 |
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 344.7 % Risk-free rate 3.03 % Contractual term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 700,000 |
Schedule of Convertible Debt | The following is a summary of activity relative to the June 2022 Note for the nine months ended September 30, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – June 2022 Note $ — Proceeds allocated to the May 2022 Notes (defined below) 213,426 Principal payments — Amortization of discount during the period to interest expense 136,574 Balance September 30, 2022 - June 2022 Notes $ 350,000 |
Convertible Promissory Notes Payable Two [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Proceeds from Debt Obligations | Schedule of Proceeds from Debt Obligations Amount Proceeds allocated to the May 2022 Notes $ 653,846 Proceeds allocated to Commitment Shares 196,154 Total proceeds $ 850,000 |
Schedule of Convertible Debt | Schedule of Convertible Debt Amount Balance December 31, 2021 – May 2022 Notes $ — Proceeds allocated to the May 2022 Notes 653,846 Principal payments (537,500 ) Amortization of discount during the period to interest expense 196,154 Balance September 30, 2022 - May 2022 Notes $ 312,500 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following at September 30, 2022 and December 31, 2021: Schedule of Accrued Liabilities September 30, 2022 December 31, 2021 Accrued rent $ 614,918 $ 614,918 Accrued Nicaragua Concession fees 544,485 544,485 Accrued preferred stock dividends payable (see Note 12) 16,061 — Total accrued liabilities $ 1,175,464 $ 1,159,403 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation | Total stock-based compensation is comprised of the following for the three and nine months ended September 30, 2022 and 2021: Schedule of Stock-based Compensation Three months ended Nine months ended 2022 2021 2022 2021 Stock-based compensation – stock option grants $ — $ 76,499 $ 127,499 $ 101,999 Stock-based compensation – restricted stock grants 174,375 81,250 511,250 243,750 Stock-based compensation – warrants issued for services pursuant to USNG Letter Agreement (defined below) 71,716 — 215,589 $ — Total stock-based compensation $ 246,091 $ 157,749 $ 854,338 $ 345,749 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2022 and 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 $ — Outstanding at December 31, 2021 1,892,000 $ 1.93 9.07 $ — Granted — — Exercised — — Forfeited (450,000 ) 0.50 Outstanding at September 30, 2022 1,442,000 $ 2.38 8.21 $ — Outstanding and exercisable at September 30, 2022 1,442,000 $ 2.38 8.21 $ — |
Summary of Exercise Prices and Weighted Average Remaining Contractual Life | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of September 30, 2022: Summary of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding options Exercisable options Exercise price per share Number of options Weighted average remaining contractual life Number of options Weighted average remaining contractual life $ 0.50 1,350,000 8.68 1,350,000 8.68 $ 30.00 92,000 1.28 92,000 1.28 Total 1,442,000 8.21 1,442,000 8.21 |
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 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 |
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, 2022 and 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 Nonvested balance, December 31, 2021 1,250,000 $ 0.13 Granted 1,550,000 0.45 Vested (2,025,000 ) (0.25 ) Forfeited — — Nonvested balance, September 30, 2022 775,000 $ 0.45 |
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 2022 387,500 2023 387,500 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Summary of Warrant Activity | The following table summarizes warrant activity for the nine months ended September 30, 2022 and 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 12) 5,256,410 0.39 Issued in connection with issuance of 3 5,732,994 0.50 Issued in connection with issuance of 8 200,000 0.50 Forfeited/expired (47,000 ) (5.22 ) Outstanding and exercisable at September 30, 2021 12,670,784 $ 0.45 Outstanding and exercisable at December 31, 2021 17,580,784 $ 0.47 Issued in connection with issuance of Series A Convertible Preferred Stock (see Note 12) 2,149,999 0.30 Issued in connection with issuance of 8 700,000 0.50 Forfeited/expired — — Outstanding and exercisable at September 30, 2022 20,430,783 $ 0.45 |
Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of September 30, 2022: Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding and exercisable warrants Exercise price per share Number of warrants Weighted average remaining contractual life $ 0.30 2,149,999 5.2 $ 0.39 5,256,410 4.0 $ 0.50 13,024,374 3.8 Total 20,430,783 4.0 |
Schedule of Warrants Valuation Assumption | The following are the assumptions used in calculating the estimated grant-date fair value of the warrants issued pursuant to the USNG Letter Agreement granted on November 9, 2021: Schedule of Warrants Valuation Assumption As of November 9, 2021 (issuance date) Volatility – range 359.3 % Risk-free rate 1.08 % Expected term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 3,260,000 |
Gain on Exchange and Extingui_2
Gain on Exchange and Extinguishment of Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law as follows: Schedule of Estimated Gain on Exchange and Extinguishment of Debt 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Gain (loss) on exchange and extinguishment Gain on exchange and $ — $ — $ — $ 55,230 Gain on exchange and extinguishment of liabilities — — — 124,177 Gain from settlement of litigation (see Note 12) — — — 23,000 Loss from retirement of convertible note payable (see Note 4) — — — (115,805 ) Total gain on exchange and $ — $ — $ — $ 86,602 |
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% (28,665 ) Less: Fair value of 3% Note Warrants (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 |
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 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Assets Retirement Obligation | Schedule of Assets Retirement Obligation Amount Asset retirement obligation at December 31, 2020 $ 1,716,003 Additions 13,425 Accretion expense during the period 558 Asset retirement obligation at September 30, 2021 $ 1,729,986 Asset retirement obligation at December 31, 2021 $ 1,730,264 Additions — Accretion expense during the period 1,004 Asset retirement obligation at September 30, 2022 $ 1,731,268 |
Stockholder_s Deficit (Tables)
Stockholder’s Deficit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Series A Convertible Preferred Stock Activity | The following summarizes the activity in Series A Convertible Preferred Stock for the nine months ended September 30, 2022 and 2021: Schedule of Series A Convertible Preferred Stock Activity Number of Shares Outstanding at December 31, 2020 — Issued 22,776 Converted to Common Stock — Outstanding at September 30, 2021 22,776 Outstanding at December 31, 2021 22,076 Issued 6,450 Converted to Common Stock (3,000 ) Outstanding at September 30, 2022 25,526 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Schedule of Outstanding Principal Balance on Matured Convertible Notes | Schedule of Outstanding Principal Balance on Matured Convertible Notes Amounts Notes payable, in default: Notes payable, in default $ 1,312,500 8% October 29, 2022 $ 650,000 8% September 15, 2022 350,000 8% June 29, 2022 312,500 Notes payable, in default $ 1,312,500 |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended | ||||||||
May 16, 2022 USD ($) | May 03, 2022 USD ($) a | Apr. 02, 2021 USD ($) a | Jan. 02, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares | Dec. 07, 2021 $ / shares | Dec. 31, 2012 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | 0.0001 | |||||||
Agreement descripition | (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada (the “Common Stock”), (ii) each outstanding share of the predecessor’s Series A Convertible Preferred Stock automatically converted into one share of Series A Convertible Preferred Stock, par value $0.0001 per share of AMGAS-Nevada (the “Series A Convertible Preferred Stock”), and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada Common Stock under the same terms and conditions as the original options, rights or warrants | ||||||||
Payments to acquire oil and gas property and equipment | $ 900,000 | $ 15,224 | $ 900,000 | ||||||
Oil and Ggs, developed acreage, gross | a | 11,000 | ||||||||
Non refundable deposit | $ 50,000 | ||||||||
Repayment of debt | $ 800,000 | ||||||||
Financed capital contribution | 3,187,500 | ||||||||
Increase in carrying value of convertible notes payable | $ 160,900 | ||||||||
Decrease to additional paid in capital | 252,961 | ||||||||
Decrease to accumulated deficit | $ 92,061 | ||||||||
Oil and gas property full cost method net | $ 900,000 | ||||||||
Share price | $ / shares | 0.17 | ||||||||
Debt percentage | 100% | ||||||||
West Texas Intermediate [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Share price | $ / shares | $ 67.99 | ||||||||
Texas Oil and Gas [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Oil and gas reclamation liability | $ 734,897 | ||||||||
Wyoming And Colorado Oil and Gas [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Oil and gas reclamation liability | $ 981,106 | ||||||||
GMDOC, LLC [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Non refundable deposit | $ 50,000 | ||||||||
Repayment of debt | $ 800,000 | ||||||||
Operating Agreement [Member] | GMDOC, LLC [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Area of land | a | 10,000 | ||||||||
Operating Agreement [Member] | GMDOC, LLC [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Ownership percentage | 60.7143% | ||||||||
Aggregate purchase price of acquisition | $ 4,037,500 | ||||||||
Area of land | a | 10,000 | ||||||||
Operating Agreement [Member] | GMDOC, LLC [Member] | Castelli Energy, L.L.C., [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Ownership percentage | 70% | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 |
Schedule of Oil and Gas Propert
Schedule of Oil and Gas Properties and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Extractive Industries [Abstract] | ||
Oil and gas production equipment | $ 913,425 | $ 913,425 |
Proven developed and undeveloped oil and gas properties | 15,224 | |
Hugoton Gas Field participation agreement initial well drilling and completion costs subject to adjustment to actual costs | 314,753 | |
Subtotal | 1,243,402 | 913,425 |
Less: Accumulated depreciation, depletion and amortization | (188,463) | (92,502) |
Property and equipment, net | $ 1,054,939 | $ 820,923 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Properties Acquired (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||||
Properties, subject to depreciation, depletion and amortization | $ 1,243,402 | $ 913,425 | ||
Asset retirement obligation assumed | (1,731,268) | (1,730,264) | $ (1,729,986) | $ (1,716,003) |
Property and equipment, net | 1,054,939 | $ 820,923 | ||
Core Energy, LLC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Properties, subject to depreciation, depletion and amortization | 913,425 | |||
Asset retirement obligation assumed | (13,425) | |||
Property and equipment, net | $ 900,000 |
Oil and Gas Properties and Eq_3
Oil and Gas Properties and Equipment (Details Narrative) | 9 Months Ended | |||
Apr. 04, 2022 | Sep. 30, 2022 USD ($) | Apr. 02, 2021 USD ($) a | Dec. 14, 2020 USD ($) a | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Oil and gas, developed acreage, gross | a | 11,000 | |||
Oil and gas property full cost method net | $ 900,000 | |||
Interest in joint venture percentage | 10% | |||
Repayments of related party debt | $ 314,753 | |||
Core Energy, LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Oil and gas property full cost method net | 900,000 | |||
Oil and gas property, full cost method, depletion | $ 13,425 | |||
Asset Purchase And Sale Agreement [Member] | Core Energy, LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Oil and gas, developed acreage, gross | a | 11,000 | |||
Oil and gas property full cost method net | $ 900,000 | |||
Farmout Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Interest in joint venture percentage | 40% |
Schedule of Investment Unconsol
Schedule of Investment Unconsolidated Subsidiary (Details) - GMDOC, LLC [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Investment in unconsolidated subsidiary-GMDOC, at beginning of period | $ 964,336 | |
Purchase of membership interests in GMDOC | 850,000 | |
Equity in earnings of GMDOC | 209,297 | 323,633 |
Distributions during period | ||
Impairment charges | ||
Investment in unconsolidated subsidiary-GMDOC at end of period | $ 1,173,633 | $ 1,173,633 |
Schedule of Unconsolidated Subs
Schedule of Unconsolidated Subsidiary Balance Sheet Financial Information (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||||||||
Oil and gas properties and equipment, net | $ 1,054,939 | $ 820,923 | ||||||
Total assets | 2,278,448 | 1,105,601 | ||||||
Liabilities and Member’s Equity: | ||||||||
Mortgage note payable, net | 1,195,152 | 975,842 | ||||||
Asset Retirement Obligations | 1,731,268 | 1,730,264 | ||||||
Member’s equity | (3,138,694) | $ (3,125,467) | $ (3,543,079) | (3,165,490) | $ (3,137,459) | $ (2,775,522) | $ (2,468,762) | $ (6,824,488) |
Total liabilities and stockholders’ deficit | 2,278,448 | 1,105,601 | ||||||
GMDOC, LLC [Member] | ||||||||
Assets: | ||||||||
Cash | 591,067 | |||||||
Accrued revenue & prepaid expenses | 490,002 | |||||||
Oil and gas properties and equipment, net | 7,439,743 | |||||||
Total assets | 8,520,812 | |||||||
Liabilities and Member’s Equity: | ||||||||
Accounts payable and accrued liabilities | 229,211 | |||||||
Mortgage note payable, net | 5,493,214 | |||||||
Asset Retirement Obligations | 865,344 | |||||||
Member’s equity | 1,933,043 | |||||||
Total liabilities and stockholders’ deficit | $ 8,520,812 |
Schedule of Unconsolidated Su_2
Schedule of Unconsolidated Subsidiary Financial Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Lease operating expenses | $ (55,288) | $ (220,767) | $ (198,003) | $ (446,849) | ||||
Production related taxes | (55) | (1,626) | (164) | (2,592) | ||||
Accretion of asset retirement obligation | (424) | (279) | (1,004) | (558) | ||||
Interest expense | (217,872) | (5,724) | (643,662) | (40,163) | ||||
Net income | (338,912) | $ (741,168) | $ (554,634) | $ (518,278) | $ (425,326) | $ (203,624) | (1,634,714) | $ (1,147,228) |
GMDOC, LLC [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Oil and gas revenues | 929,505 | 1,718,468 | ||||||
Lease operating expenses | (300,881) | (545,157) | ||||||
Production related taxes | (27,830) | (50,743) | ||||||
Ad valorem taxes | (10,755) | (21,510) | ||||||
Depreciation expense | (137,644) | (269,157) | ||||||
Accretion of asset retirement obligation | (16,987) | (33,974) | ||||||
General and administrative expenses | (4,187) | (105,847) | ||||||
Interest expense | (86,497) | (159,037) | ||||||
Net income | $ 344,724 | $ 533,043 | ||||||
AMGAS member’s percentage | 60.7143% | 60.7143% | ||||||
Equity in earnings of unconsolidated subsidiary – GMDOC | $ 209,297 | $ 323,633 |
Investment in unconsolidated _3
Investment in unconsolidated subsidiary – GMDOC (Details Narrative) | 9 Months Ended | ||||
May 16, 2022 USD ($) | May 03, 2022 USD ($) a | Sep. 30, 2022 USD ($) | Jun. 29, 2022 USD ($) | Mar. 26, 2021 | |
Non refundable deposit | $ 50,000 | ||||
Repayment of debt | $ 800,000 | ||||
Financed capital contribution | 3,187,500 | ||||
Principal amount | $ 112,500 | ||||
Debt instrument interest rate stated percentage | 15% | ||||
GMDOC, LLC [Member] | |||||
Non refundable deposit | $ 50,000 | ||||
Repayment of debt | $ 800,000 | ||||
Operating Agreement [Member] | GMDOC, LLC [Member] | |||||
Area of land | a | 10,000 | ||||
Operating Agreement [Member] | GMDOC, LLC [Member] | |||||
Ownership percentage | 60.7143% | ||||
Aggregate purchase price of acquisition | $ 4,037,500 | ||||
Area of land | a | 10,000 | ||||
Capital contribution | $ 50,000 | ||||
Principal amount | $ 6,045,000 | ||||
Debt instrument interest rate stated percentage | 6% | ||||
Operating Agreement [Member] | GMDOC, LLC [Member] | Minimum [Member] | |||||
Principal amount | $ 170,000 | ||||
Operating Agreement [Member] | GMDOC, LLC [Member] | Maximum [Member] | |||||
Principal amount | $ 40,500 | ||||
Debt instrument interest rate stated percentage | 6% | ||||
Operating Agreement [Member] | GMDOC, LLC [Member] | Maximum [Member] | Member Loan [Member] | |||||
Principal amount | $ 400,000 | ||||
Operating Agreement [Member] | GMDOC, LLC [Member] | Castelli Energy, L.L.C., [Member] | |||||
Ownership percentage | 70% |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Details) - USD ($) | Sep. 30, 2022 | Apr. 02, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Notes payable | $ 1,313,974 | $ 85,000 | $ 404,939 |
Notes payable, noncurrent | 28,665 | 28,665 | |
Notes payable, current | 1,285,309 | 376,274 | |
Convertible Promissory Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 28,665 | 28,665 | |
Convertible Promissory Notes Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 622,809 | 376,274 | |
Convertible Promissory Notes Payable Two [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 350,000 | ||
Convertible Promissory Notes Payable Three [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | $ 312,500 |
Schedule of Debt Outstanding _2
Schedule of Debt Outstanding (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | May 31, 2022 | Sep. 30, 2021 | Mar. 26, 2021 | |
Short-Term Debt [Line Items] | |||||
Debt interest rate | 15% | ||||
Convertible Promissory Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt interest rate | 3% | 3% | |||
Debt maturity date | Mar. 30, 2026 | Mar. 30, 2026 | |||
Convertible Promissory Notes Payable One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt interest rate | 8% | 8% | 8% | ||
Debt maturity date | Oct. 29, 2022 | Oct. 29, 2022 | |||
Debt instrument, unamortized discount | $ 27,191 | $ 273,726 | |||
Convertible Promissory Notes Payable Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt interest rate | 8% | 8% | |||
Debt maturity date | Sep. 15, 2022 | Sep. 15, 2022 | |||
Debt instrument, unamortized discount | $ 0 | ||||
Convertible Promissory Notes Payable Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt interest rate | 8% | 8% | |||
Debt maturity date | Jun. 29, 2022 | Jun. 29, 2022 |
Schedule of Debt Obligations Ma
Schedule of Debt Obligations Maturities (Details) | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (October 1, 2022 through December 31, 2022) | $ 1,285,309 |
2023 | |
2024 | |
2025 | |
2026 | 28,665 |
2027 | |
Total | $ 1,313,974 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Estimated Valuation Assumptions (Details) | Sep. 30, 2022 | Mar. 31, 2022 | Nov. 09, 2021 $ / shares shares | Mar. 31, 2021 $ / shares | Mar. 30, 2021 shares |
Warrants outstanding, measurement term | 4 years | ||||
Warrant [Member] | |||||
Warrants outstanding, measurement term | 4 years | 5 years | |||
Warrants outstanding, number of warrants in aggregate | shares | 3,260,000 | 5,732,994 | |||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||
Warrants outstanding, risk free rate | 374 | 359.3 | |||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants outstanding, risk free rate | 1.08 | 0.92 | |||
Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants outstanding, exercise price | $ / shares | $ 0.50 | $ 0.50 |
Schedule of Proceeds from Debt
Schedule of Proceeds from Debt Obligations (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 26, 2021 | |
Short-Term Debt [Line Items] | ||||
Debt instrument interest rate | 15% | |||
Convertible Promissory Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Proceeds allocated to the May 2022 Notes | $ 314,104 | |||
Proceeds allocated to Commitment Shares | 335,896 | |||
Total proceeds | $ 650,000 | |||
Debt instrument interest rate | 3% | 3% | ||
Convertible Promissory Notes Payable [Member] | Due September Fifteen Two Thousand And Twenty Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument interest rate | 8% | |||
Convertible Promissory Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Proceeds allocated to the May 2022 Notes | $ 213,426 | |||
Proceeds allocated to Commitment Shares | 136,574 | |||
Total proceeds | $ 350,000 | |||
Debt instrument interest rate | 8% | 8% | 8% | |
Convertible Promissory Notes Payable Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Proceeds allocated to the May 2022 Notes | $ 653,846 | |||
Proceeds allocated to Commitment Shares | 196,154 | |||
Total proceeds | $ 850,000 | |||
Debt instrument interest rate | 8% | 8% |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock (Details) (Parenthetical) | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 26, 2021 |
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 15% | ||
Convertible Promissory Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 3% | 3% | |
Convertible Promissory Notes Payable [Member] | Due June Twenty Nine Two Thousand And Twenty Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 8% |
Schedule of Fair Value of Detac
Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted (Details) | Sep. 30, 2022 | Jun. 08, 2022 $ / shares shares | Oct. 30, 2021 $ / shares shares | Aug. 30, 2021 $ / shares shares |
Short-Term Debt [Line Items] | ||||
Contractual term | 4 years | |||
Convertible Promissory Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Number of warrants in aggregate | shares | 1,650,000 | 200,000 | ||
Convertible Promissory Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Number of warrants in aggregate | shares | 700,000 | |||
Measurement Input, Price Volatility [Member] | Convertible Promissory Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Warrants and rights outstanding measurement input | 3.677 | 3.694 | ||
Measurement Input, Price Volatility [Member] | Convertible Promissory Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Warrants and rights outstanding measurement input | 344.7 | |||
Measurement Input, Risk Free Interest Rate [Member] | Convertible Promissory Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Warrants and rights outstanding measurement input | 1.18 | 0.77 | ||
Measurement Input, Risk Free Interest Rate [Member] | Convertible Promissory Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Warrants and rights outstanding measurement input | 3.03 | |||
Measurement Input, Expected Term [Member] | Convertible Promissory Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Contractual term | 5 years 6 months | 5 years 6 months | ||
Measurement Input, Expected Term [Member] | Convertible Promissory Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Contractual term | 5 years | |||
Measurement Input, Exercise Price [Member] | Convertible Promissory Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Exercise price | $ / shares | $ 0.50 | $ 0.50 | ||
Measurement Input, Exercise Price [Member] | Convertible Promissory Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Exercise price | $ / shares | $ 0.50 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||
Amortization of discount during the period to interest expense | $ 579,263 | $ 30,016 |
Convertible Promissory Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Balance, Convertible notes begining | 376,274 | |
Amortization of discount during the period to interest expense | 246,535 | |
Balance, Convertible notes ending | 622,809 | |
Convertible Promissory Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Balance, Convertible notes begining | ||
Amortization of discount during the period to interest expense | 136,574 | |
Balance, Convertible notes ending | 350,000 | |
Proceeds from Issuance of Warrants | 213,426 | |
Principal payments | ||
Convertible Promissory Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Balance, Convertible notes begining | ||
Amortization of discount during the period to interest expense | 196,154 | |
Balance, Convertible notes ending | 312,500 | |
Proceeds from Issuance of Warrants | 653,846 | |
Principal payments | $ (537,500) |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 08, 2022 | May 13, 2022 | Mar. 31, 2022 | Oct. 29, 2021 | Aug. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 29, 2022 | May 31, 2022 | Sep. 30, 2021 | Mar. 26, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument face amount | $ 112,500 | ||||||||||||
Debt instrument interest rate stated percentage | 15% | ||||||||||||
Issuance of warrant pursuant to debt | $ 68,600 | ||||||||||||
Common Stock [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Issuance of warrant pursuant to debt | $ 24 | ||||||||||||
Convertible Promissory Notes Payable One [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument interest rate stated percentage | 8% | 8% | 8% | ||||||||||
Warrants to purchase of common stock | 700,000 | ||||||||||||
Debt instrument, maturity date | Oct. 29, 2022 | Oct. 29, 2022 | |||||||||||
Proceeds from convertible debt | $ 213,426 | ||||||||||||
Debt instrument, unamortized discount | 27,191 | $ 273,726 | |||||||||||
June 2022 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, unamortized discount | $ 0 | ||||||||||||
Convertible Promissory Notes Payable Two [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument interest rate stated percentage | 8% | 8% | |||||||||||
Debt instrument, maturity date | Sep. 15, 2022 | Sep. 15, 2022 | |||||||||||
Proceeds from convertible debt | $ 653,846 | ||||||||||||
Debt instrument, unamortized discount | $ 0 | ||||||||||||
Debt Settlement Agreement [Member] | 3% Convertible Promissory Notes Payable [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Extinguishment of debt, amount | $ 2,866,497 | ||||||||||||
Debt instrument face amount | $ 28,665 | ||||||||||||
Debt instrument interest rate stated percentage | 3% | ||||||||||||
Warrants to purchase of common stock | 5,732,994 | ||||||||||||
Warrants exercise price | $ 0.50 | ||||||||||||
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 (the “Maturity Date”) | ||||||||||||
Debt instrument, maturity date | Mar. 30, 2026 | ||||||||||||
Debt Settlement Agreement [Member] | 3% Convertible Promissory Notes Payable [Member] | Six Creditors [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Issuance of warrant pursuant to debt | $ 1,605,178 | ||||||||||||
Debt Settlement Agreements [Member] | 3% Convertible Promissory Notes Payable [Member] | Five Related Parties [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Extinguishment of debt, amount | $ 2,577,727 | ||||||||||||
Debt instrument face amount | $ 25,777 | ||||||||||||
Debt instrument interest rate stated percentage | 3% | ||||||||||||
Warrants to purchase of common stock | 5,155,454 | ||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument face amount | $ 350,000 | $ 850,000 | $ 550,000 | $ 100,000 | |||||||||
Warrants to purchase of common stock | 700,000 | 1,650,000 | 200,000 | ||||||||||
Warrants exercise price | $ 0.50 | $ 0.50 | |||||||||||
Debt instrument description | The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the 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 closing date | The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the 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 closing date | |||||||||||
Debt instrument, maturity date | Jun. 29, 2022 | Oct. 29, 2022 | Oct. 29, 2022 | ||||||||||
Number of shares issued on conversion | 700,000 | ||||||||||||
Shares issued price per share | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||
Proceeds from convertible debt | $ 350,000 | $ 850,000 | $ 550,000 | $ 100,000 | |||||||||
Debt conversion, description | The May 2022 Notes bear 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 (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the then outstanding principal amount equal to 120% of the principal amount of each May 2022 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 but not greater than $3,000,000; or b) one hundred percent (100%) of the then outstanding principal amount equal to 120% of the principal amount of a May 2022 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 in excess of $3,000,000. In addition, pursuant to the May 2022 Notes, so long as such May 2022 Notes remain outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the $0.40 per share conversion price, subject to certain adjustments, without the written consent of the Investors | The 8% Note and the October 8% Notes all bear 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 underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying 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 underlying notes 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% Note and the October 8% Notes, so long as the underlying 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 Investor | |||||||||||
Stock Issued During Period, Shares, New Issues | 425,000 | ||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | Common Stock [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Number of shares issued on conversion | 1,100,000 | 200,000 | |||||||||||
Shares issued price per share | $ 0.50 | ||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | May Investor [Member] | Common Stock [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Number of shares issued on conversion | 2,125,000 | ||||||||||||
Securities Purchase Agreement [Member] | Senior Unsecured Convertible Note [Member] | Common Stock [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt conversion, description | Pursuant to the purchase agreement for the Securities, for a period of twelve (12) months after the closing date, the Investors have a right to participate in any issuance of the Company’s Common Stock, Common Stock equivalents, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the subsequent financing | The Company, the 8% Note Investor and the October 8% Note Investors have agreed that for so long as the underlying warrants remain outstanding, the 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 | |||||||||||
Securities Purchase Agreement [Member] | Senior Unsecured Convertible Note [Member] | Beneficial Owner [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt conversion, description | The conversion of the May 2022 Notes are each subject to beneficial ownership limitations such that the Investors may not convert the May 2022 Notes to the extent that such conversion or exercise would result in an Investor being the beneficial owner in excess of 4.99% (or, upon election of the 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, 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 8% Note and the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor and the October 8% Note Investors may not convert the underlying notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the investors being the beneficial owner in excess of 4.99% (or, upon election of the investors, 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 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued rent | $ 614,918 | $ 614,918 |
Accrued Nicaragua Concession fees | 544,485 | 544,485 |
Accrued preferred stock dividends payable (see Note 12) | 16,061 | |
Total accrued liabilities | $ 1,175,464 | $ 1,159,403 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 246,091 | $ 157,749 | $ 854,338 | $ 345,749 |
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation | 76,499 | 127,499 | 101,999 | |
Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation | 174,375 | 81,250 | 511,250 | 243,750 |
Warrant [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 71,716 | $ 215,589 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Jun. 04, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Options, Outstanding, Beginning | 332,000 | 1,892,000 | 332,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 41.86 | $ 1.93 | $ 41.86 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 9 years 25 days | 1 year 3 months 10 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning | ||||
Number of Options, Granted | 1,800,000 | 1,800,000 | 1,800,000 | |
Weighted Average Exercise Price Per Share, Granted | $ 0.50 | |||
Number of Options, Exercised | ||||
Weighted Average Exercise Price Per Share, Exercised | ||||
Number of Options, Forfeited | (450,000) | (115,000) | ||
Weighted Average Exercise Price Per Share, Forfeited | $ 0.50 | $ (64.24) | ||
Number of Options, Outstanding, Ending | 1,442,000 | 2,017,000 | ||
Weighted Average Exercise Price Per Share, Outstanding, Ending | $ 2.38 | $ 3.67 | ||
Weighted Average Exercise Price Per Share, Outstanding, Ending | 8 years 2 months 15 days | 8 years 9 months | ||
Aggregate Intrinsic Value, Outstanding, Ending | ||||
Number of Options, Outstanding and Exercisable | 1,442,000 | 217,000 | ||
Weighted Average Exercise Price Per Share, Outstanding and Exercisable | $ 2.38 | $ 30 | ||
Weighted Average Remaining Contractual Term, Outstanding and exercisable | 8 years 2 months 15 days | 1 year 10 days | ||
Aggregate Intrinsic Value, Exercisable |
Summary of Exercise Prices and
Summary of Exercise Prices and Weighted Average Remaining Contractual Life (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 2.38 | $ 3.67 | $ 1.93 | $ 41.86 |
Number of options, outstanding | 1,442,000 | 2,017,000 | 1,892,000 | 332,000 |
Weighted average remaining contractual life, outstanding | 8 years 2 months 15 days | |||
Number of Option, exercisable | 1,442,000 | 217,000 | ||
Weighted average remaining contractual life, exercisable | 8 years 2 months 15 days | 1 year 10 days | ||
Exercise Price One [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 0.50 | |||
Number of options, outstanding | 1,350,000 | |||
Weighted average remaining contractual life, outstanding | 8 years 8 months 4 days | |||
Number of Option, exercisable | 1,350,000 | |||
Weighted average remaining contractual life, exercisable | 8 years 8 months 4 days | |||
Exercise Price Two [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 30 | |||
Number of options, outstanding | 92,000 | |||
Weighted average remaining contractual life, outstanding | 1 year 3 months 10 days | |||
Number of Option, exercisable | 92,000 | |||
Weighted average remaining contractual life, exercisable | 1 year 3 months 10 days |
Schedule of Stock Option Valuat
Schedule of Stock Option Valuation Assumption (Details) - $ / shares | 6 Months Ended | 9 Months Ended | ||
Jun. 04, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Volatility - range | 286.60% | |||
Risk-free rate | 1.56% | |||
Contractual term | 10 years | |||
Exercise price | $ 0.50 | |||
Number of options in aggregate | 1,800,000 | 1,800,000 | 1,800,000 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted shares, Granted | 1,250,000 | 3,750,000 |
Weighted average grant date fair value, Nonvested balance, beginning | $ 0.13 | $ 0.13 |
Number of Restricted shares, Granted | 1,550,000 | |
Weighted average grant date fair value, Granted | $ 0.45 | |
Number of Restricted shares, Vested | (2,025,000) | (1,875,000) |
Weighted average grant date fair value, Vested | $ (0.25) | $ (0.13) |
Number of Restricted shares, Forfeited | ||
Weighted average grant date fair value, Forfeited | ||
Number of Restricted shares, Nonvested balance, end | 775,000 | 1,875,000 |
Weighted average grant date fair value, Nonvested balance, end | $ 0.45 | $ 0.13 |
Schedule of Nonvested Restricte
Schedule of Nonvested Restricted Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
2022 | $ 387,500 |
2023 | $ 387,500 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 04, 2021 | May 31, 2022 | Aug. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 13, 2021 | Sep. 25, 2015 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Options granted during the period | 1,800,000 | 1,800,000 | 1,800,000 | ||||||||
Stock-based compensation expense in connection with vesting of options granted | $ 246,091 | $ 157,749 | $ 854,338 | $ 345,749 | |||||||
Share price | $ 0.17 | ||||||||||
Share-based payment award, options, vested and expected to vest | 0 | 0 | |||||||||
Unrecognized compensation cost | 0 | 0 | |||||||||
Stock-based compensation expense | 854,338 | 345,749 | |||||||||
Unrecognized compensation costs | $ 348,750 | $ 348,750 | |||||||||
2015 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Issuance of reserved common stock, shares | 500,000 | ||||||||||
2021 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Issuance of reserved common stock, shares | 5,000,000 | ||||||||||
2021 Plan and the 2015 [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Issuance of reserved common stock, shares | 5,500,000 | 5,500,000 | |||||||||
Share based payment award number of shares available for grant | 5,500,000 | 5,500,000 | |||||||||
Equity Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense in connection with vesting of options granted | $ 0 | 76,499 | $ 127,499 | 101,999 | |||||||
Stock option issued during the period, shares | 1,800,000 | ||||||||||
Stock option issued during the period, value | $ 305,997 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense in connection with vesting of options granted | 174,375 | 81,250 | $ 511,250 | $ 243,750 | |||||||
Number of restricted shares, granted | 1,550,000 | ||||||||||
Stock-based compensation expense | $ 174,375 | $ 81,250 | $ 511,250 | $ 243,750 | |||||||
Restricted Stock [Member] | Officers Directors and Consultants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of restricted shares, granted | 1,550,000 | 5,000,000 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 26, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Debt instrument interest rate stated percentage | 15% | |||
Convertible Promissory Notes [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Debt instrument interest rate stated percentage | 8% | 3% | ||
Convertible Promissory Notes Payable One [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Debt instrument interest rate stated percentage | 8% | 8% | 8% | |
Warrant [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of warrants, Outstanding and exercisable, Beginning balance | 17,580,784 | 1,528,380 | ||
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Beginning balance | $ 0.47 | $ 0.65 | ||
Number of warrants, Issued in connection with issuance of Series A convertible preferred stock (See Note 3) | 2,149,999 | 5,256,410 | ||
Weighted Average Exercise Price Per Share, Issued in connection with issuance of Series A convertible preferred stock (See Note 3) | $ 0.30 | $ 0.39 | ||
Number of warrants, Issued in connection with issuance of 3% convertible promissory notes (see Note 3 and 13) | 700,000 | 5,732,994 | ||
Weighted Average Exercise Price Per Share, Issued in connection with issuance of Series A convertible preferred stock (See Note 3) | $ 0.50 | $ 0.50 | ||
Number of warrants, Issued in connection with issuance of 3% convertible promissory notes (see Note 3 and 13) | 200,000 | |||
Weighted Average Exercise Price Per Share, Issued in connection with issuance of 3% convertible promissory notes (see Note 3 & 13) | $ 0.50 | |||
Number of warrants, Forfeited/expired | (47,000) | |||
Weighted Average Exercise Price Per Share, Forfeited/expired | $ (5.22) | |||
Number of warrants, Outstanding and exercisable, Ending balance | 20,430,783 | 12,670,784 | 17,580,784 | |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Ending balance | $ 0.45 | $ 0.45 | $ 0.47 |
Summary of Warrant Range of Exe
Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life (Details) | Sep. 30, 2022 $ / shares shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable warrants, number of warrants | 20,430,783 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 0.30 |
Outstanding and exercisable warrants, number of warrants | 2,149,999 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 5 years 2 months 12 days |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 0.39 |
Outstanding and exercisable warrants, number of warrants | 5,256,410 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 0.50 |
Outstanding and exercisable warrants, number of warrants | 13,024,374 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 years 9 months 18 days |
Schedule of Warrants Valuation
Schedule of Warrants Valuation Assumption (Details) | Sep. 30, 2022 | Mar. 31, 2022 | Nov. 09, 2021 $ / shares shares | Mar. 31, 2021 $ / shares | Mar. 30, 2021 shares |
Warrants outstanding, measurement term | 4 years | ||||
Warrant [Member] | |||||
Warrants outstanding, measurement term | 4 years | 5 years | |||
Warrants outstanding, number of warrants in aggregate | shares | 3,260,000 | 5,732,994 | |||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||
Warrants outstanding, measurement input | 374 | 359.3 | |||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants outstanding, measurement input | 1.08 | 0.92 | |||
Warrant [Member] | Measurement Input, Expected Term [Member] | |||||
Warrants outstanding, measurement term | 5 years | ||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants outstanding, exercise price | $ / shares | $ 0.50 | $ 0.50 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 09, 2021 USD ($) a $ / shares shares bbl | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Mar. 31, 2021 | Mar. 30, 2021 shares | |
Warrants outstanding, measurement term | 4 years | 4 years | |||||
Fees receivable per month | $ 8,000 | ||||||
Excess of cash receivable | 25,000 | ||||||
Unearned receipts | $ 25,000 | $ 25,000 | |||||
Payment or accrual liability | $ 0 | $ 0 | |||||
Initial Term | 5 years | ||||||
Vesting period | 5 years | ||||||
Share based compensation | $ 854,338 | $ 345,749 | |||||
Share price | $ / shares | $ 0.17 | ||||||
Letter Agreement [Member] | |||||||
Warrants outstanding, measurement term | 5 years | ||||||
Area of land | a | 11,000 | ||||||
Price per barrel | bbl | 5,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 2,060,000 | ||||||
Warrant, Exercise Price, Increase | $ / shares | $ 0.50 | ||||||
Warrants outstanding, number of warrants in aggregate | shares | 3,260,000 | 3,260,000 | 3,260,000 | ||||
Warrants outstanding, exercise price | $ / shares | $ 0.50 | ||||||
Share price | $ / shares | $ 0.44 | ||||||
Letter Agreement [Member] | Board of Advisors [Member] | |||||||
Warrants outstanding, number of warrants in aggregate | shares | 1,200,000 | ||||||
Warrants outstanding, exercise price | $ / shares | $ 0.50 | ||||||
Warrant [Member] | |||||||
Warrants outstanding, measurement term | 4 years | 4 years | 5 years | ||||
Common stock purchase warrants and intrinsic value | $ 0 | $ 0 | |||||
Warrants outstanding, number of warrants in aggregate | shares | 3,260,000 | 5,732,994 | |||||
Warrant [Member] | Letter Agreement [Member] | |||||||
Warrants outstanding, number of warrants in aggregate | shares | 3,260,000 | ||||||
Share based compensation | $ 71,716 | $ 215,589 | |||||
Share based payment award non option equity instruments forfeitures and expirations | shares | 0 | 0 | |||||
Stock option granted, value | $ 1,434,313 | $ 1,171,354 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage on valuation allowance | 100% |
Net operating loss carry-forwards | $ 62,980,000 |
Net operating loss carry-forwards subject to expiration | $ 61,045,000 |
Net operating loss carry-forwards, limitation on use | expire from 2028 through 2037 |
Net operating loss carry-forwards not subject to expiration | $ 1,935,000 |
Income tax examination, description | In addition, the Tax Cuts and Jobs Act limits the usage of net operating loss carryforwards to 80% of taxable income per year |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Gain On Exchange And Extinguishment Of Liabilities | ||||
Gain on exchange and extinguishment of notes payable | $ 55,230 | |||
Gain on exchange and extinguishment of liabilities | 124,177 | |||
Gain from settlement of litigation (see Note 12) | 23,000 | |||
Loss from retirement of convertible note payable (see Note 4) | (115,805) | |||
Total gain on exchange and extinguishment of liabilities | $ 86,602 |
Schedule of Gain on Extinguishm
Schedule of Gain on Extinguishment of Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Total accounts payable and accrued liabilities extinguished | $ 124,177 | ||||
Debt Settlement Agreements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Total accounts payable and accrued liabilities extinguished | $ 2,866,497 | ||||
Total accounts payable and accrued liabilities extinguished | (28,665) | ||||
Total accounts payable and accrued liabilities extinguished | (1,605,178) | ||||
Total accounts payable and accrued liabilities extinguished | 1,232,654 | ||||
Total accounts payable and accrued liabilities extinguished | (1,108,477) | ||||
Total accounts payable and accrued liabilities extinguished | $ 124,177 |
Schedule of Gain on Extinguis_2
Schedule of Gain on Extinguishment of Liabilities (Details) (Parenthetical) | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 26, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument interest rate | 15% | |||
Convertible Promissory Notes [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument interest rate | 8% | 3% | ||
Debt Settlement Agreements [Member] | Convertible Promissory Notes [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument interest rate | 3% |
Schedule of Prepayment of Note
Schedule of Prepayment of Note (Details) - USD ($) | Sep. 30, 2022 | Mar. 26, 2021 |
Short-Term Debt [Line Items] | ||
Total payment to retire the August Note | $ 1,313,974 | |
August Note [Member] | ||
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 |
Gain on Exchange and Extingui_3
Gain on Exchange and Extinguishment of Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Apr. 02, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 26, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | $ 85,000 | $ 1,313,974 | $ 404,939 | ||||
Stock issued during period shares extinguishment debt | 245,000 | ||||||
Stock issued during period value extinguishment debt | 123,830 | ||||||
Gain on extinguishment of debt | $ 55,230 | $ 55,230 | |||||
Debt interest rate | 15% | ||||||
3% Convertible Promissory Notes Payable [Member] | Related Parties [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Extinguishment of Debt, Amount | $ 2,577,727 | ||||||
[custom:IssuanceOfConvertiblePromissoryNotesPursuantToDebtSettlementAgreements] | $ 25,777 | ||||||
Debt interest rate | 3% | ||||||
Debt Settlement Agreement [Member] | 3% Convertible Promissory Notes Payable [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Extinguishment of Debt, Amount | $ 2,866,497 | ||||||
[custom:IssuanceOfConvertiblePromissoryNotesPursuantToDebtSettlementAgreements] | $ 28,665 | ||||||
Warrants outstanding, exercise price | $ 0.50 | ||||||
Debt interest rate | 3% |
Schedule of Assets Retirement O
Schedule of Assets Retirement Obligation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||
Asset retirement obligation at beginning balance | $ 1,730,264 | $ 1,716,003 | ||
Additions | 13,425 | |||
Accretion expense during the period | $ 424 | $ 279 | 1,004 | 558 |
Asset retirement obligation at ending balance | $ 1,731,268 | $ 1,729,986 | $ 1,731,268 | $ 1,729,986 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | Oct. 31, 2012 | |
Asset retirement obligation current | $ 1,716,003 | $ 1,716,003 | $ 1,716,003 | $ 13,425 | $ 1,716,003 | $ 45,103 | ||
Accretion expense | 302 | 882 | ||||||
Accretion of asset retirement obligation | 424 | $ 279 | 1,004 | $ 558 | ||||
Hugoton Gas Field [Member] | ||||||||
Accretion of asset retirement obligation | $ 122 | $ 122 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Nov. 09, 2021 | Feb. 10, 2021 | Dec. 23, 2020 | Mar. 20, 2020 | Dec. 08, 2014 | Aug. 15, 2014 | Oct. 18, 2013 | Oct. 31, 2012 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2013 | Dec. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||||||||||||||||
Asset retirement obligations | $ 45,103 | $ 1,716,003 | $ 1,716,003 | $ 1,716,003 | $ 13,425 | $ 1,716,003 | ||||||||||
Fees receivable per month | $ 8,000 | |||||||||||||||
Excess of cash receivable | 25,000 | |||||||||||||||
Unearned receipts | 25,000 | 25,000 | ||||||||||||||
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 | |||||||||||||||
Gain from settlement of litigation | $ 23,000 | |||||||||||||||
Joseph Ryan [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages amount | $ 12,000 | $ 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 | $ 14,000 | ||||||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 15,000 | 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 | |||||||||||||||
Consultants [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Fees receivable per month | $ 8,000 |
Schedule of Series A Convertibl
Schedule of Series A Convertible Preferred Stock Activity (Details) - Series A Convertible Preferred Stock [Member] - shares | 1 Months Ended | 9 Months Ended | |||
Jun. 15, 2022 | Mar. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||||
Number of Shares, Outstanding, Beginning | 22,076 | ||||
Number of Shares, Issued | 5,000 | 22,776 | 1,450 | 6,450 | 22,776 |
Number of Shares, Converted to common stock | (3,000) | ||||
Number of Shares, Outstanding, Ending | 25,526 | 25,526 | 22,776 |
Stockholder_s Deficit (Details
Stockholder’s Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2022 | Jun. 15, 2022 | Mar. 26, 2021 | Mar. 16, 2021 | Sep. 30, 2022 | Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 07, 2021 | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from issuance of convertible preferred stock | $ 645,000 | $ 1,929,089 | |||||||||||
Warrants outstanding, measurement term | 4 years | 4 years | 4 years | 4 years | |||||||||
Value of stock issued | $ 1,929,089 | ||||||||||||
Ozark Capital, LLC [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 1,111 | ||||||||||||
Warrants outstanding, exercise price | $ 0.50 | ||||||||||||
Beneficial ownership, description | All holders of the March 2021 Series A Convertible Preferred Stock, including Ozark Capital, LLC, have agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days’ advance notice to the Company | ||||||||||||
Converted to common stock | 347,188 | ||||||||||||
Number of warrants to acquire common shares | 256,410 | ||||||||||||
Value of stock issued | $ 100,000 | ||||||||||||
Percentage of common shares hold | 10% | 10% | 10% | 10% | |||||||||
Dividends paid | $ 2,800 | $ 2,800 | $ 8,279 | $ 5,753 | |||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 27,778 | 27,778 | 27,778 | 27,778 | 27,778 | 27,778 | |||||||
Preferred stock par value | $ 0.0001 | ||||||||||||
Preferred stock liquidation preference | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | |||||
Preferred stock liquidation preference, value | $ 100 | ||||||||||||
Preferred stock conversion price | $ 0.32 | ||||||||||||
Cumulative dividends | 10% | ||||||||||||
Proceeds from issuance of convertible preferred stock | $ 145,000 | $ 500,000 | $ 1,929,089 | $ 5,000,000 | |||||||||
Payment of Financing and Stock Issuance Costs | $ 500,000 | $ 2,050,000 | $ 145,000 | ||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 5,000 | 22,776 | 1,450 | 6,450 | 22,776 | ||||||||
Warrants outstanding, measurement term | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | |||||||
Warrants outstanding, number of warrants in aggregate | 483,332 | 1,666,667 | 5,256,410 | 483,332 | 483,332 | 483,332 | |||||||
Warrants outstanding, exercise price | $ 0.30 | $ 0.30 | $ 0.39 | $ 0.30 | $ 0.30 | $ 0.30 | |||||||
Preferred Stock, Convertible, Shares Issuable | 453,125 | 1,562,500 | 7,117,500 | 453,125 | 453,125 | 453,125 | |||||||
Beneficial ownership, description | The holder of the June 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its June 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. | The holders of the March 2021 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its March 2021 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. | The holders of the August/September 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its August/September 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. | The holders of the August/September 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its August/September 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company. | |||||||||
Number of shares converted | 3,000 | ||||||||||||
Converted to common stock | 937,500 | ||||||||||||
Series A Convertible Preferred Stock [Member] | March 2021 Issuance [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends preferred stock cash | $ 154,495 | $ 117,936 | |||||||||||
Series A Convertible Preferred Stock [Member] | June 2022 Issuance [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends preferred stock cash | 14,658 | 0 | |||||||||||
Series A Convertible Preferred Stock [Member] | August/September 2022 Issuance [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends preferred stock cash | $ 1,403 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 02, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Jun. 29, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt Instrument, Face Amount | $ 112,500 | ||||
Debt instrument interest rate stated percentage | 15% | ||||
Asset Purchase Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments to Acquire Productive Assets | $ 900,000 | ||||
Costs Incurred, Acquisition of Oil and Gas Properties | $ 2,050,000 | ||||
Debt Settlement Agreement [Member] | Convertible Promissory Note [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of Stock and Warrants for Services or Claims | $ 762,407 | ||||
Debt Instrument, Face Amount | $ 7,624 | ||||
Debt instrument interest rate stated percentage | 3% | ||||
Due to Related Parties | $ 0 | ||||
Debt Settlement Agreement [Member] | Convertible Promissory Note One [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of Stock and Warrants for Services or Claims | $ 1,789,208 | ||||
Debt Instrument, Face Amount | 17,892 | ||||
Employee-related Liabilities, Current | 0 | ||||
Debt Settlement Agreement [Member] | Convertible Promissory Note Two [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of Stock and Warrants for Services or Claims | 26,113 | ||||
Debt Instrument, Face Amount | $ 261 | ||||
Due to Related Parties | $ 0 |
Schedule of Outstanding Princip
Schedule of Outstanding Principal Balance on Matured Convertible Notes (Details) | Sep. 30, 2022 USD ($) |
Convertible Promissory Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | $ 1,312,500 |
Convertible Promissory Notes Payable Due on October [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | 650,000 |
Convertible Promissory Notes Payable Due on September [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | 350,000 |
Convertible Promissory Notes Payable Due on June [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | $ 312,500 |
Schedule of Outstanding Princ_2
Schedule of Outstanding Principal Balance on Matured Convertible Notes (Details) (Parenthetical) | 9 Months Ended | |
Sep. 30, 2022 | Mar. 26, 2021 | |
Short-Term Debt [Line Items] | ||
Debt interest rate | 15% | |
Convertible Promissory Notes Payable Due on October [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | |
Debt maturity date | Oct. 29, 2022 | |
Convertible Promissory Notes Payable Due on September [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | |
Debt maturity date | Sep. 15, 2022 | |
Convertible Promissory Notes Payable Due on June [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | |
Debt maturity date | Jun. 29, 2022 |