Empire Petroleum (EP) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Document And Entity Information
Entity Registrant Name	EMPIRE PETROLEUM CORPORATION
Entity Central Index Key	0000887396
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		19,867,277
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	false
Entity Small Business	true
Entity File Number	001-16653

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 18,076	$ 84,631
Accounts receivable	1,163,829	124,577
Unrealized gain on derivative instruments	776,431	113,081
Inventory	468,023
Prepaids	141,497	45,214
Total current assets	2,567,856	367,503
Oil and natural gas properties, successful efforts	10,878,151	1,645,297
Less: accumulated depreciation and depletion	(1,664,059)	(15,527)
Total oil and natural gas properties, net	9,214,092	1,629,770
Other property and equipment, net of $1,046 accumulated depreciation	13,410
Total property and equipment, net	9,227,502	1,629,770
Total assets	11,795,358	1,997,273
Current liabilities:
Accounts payable	777,991	320,749
Accrued expenses	981,646	141,033
Current portion of long term notes payable	151,051	279,204
Total current liabilities	1,910,688	740,986
Long term notes payable	7,994,736	1,175,820
Asset retirement obligations	3,764,502	230,650
Total liabilities	13,669,926	2,147,456
Stockholders' deficit:
Common stock - $.001 par value 150,000,000 shares authorized, 19,867,277 and 17,345,609 shares issued and outstanding, respectively.	19,867	17,345
Additional paid in capital	18,774,426	16,960,818
Accumulated deficit	(20,668,861)	(17,128,346)
Total stockholders' deficit	(1,874,568)	(150,183)
Total liabilities and stockholders' deficit	$ 11,795,358	$ 1,997,273

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Statement Balance Sheets Parenthetical Abstract
Other property and equipment, accumulated depreciation	$ (1,046)
Stockholders' equity (deficit):
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	19,867,277	17,345,609
Common stock shares outstanding	19,867,277	17,345,609

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue:
Oil and natural gas sales	$ 1,695,264	$ 24,277	$ 4,016,232	$ 24,277
Gain on derivatives, net	492,862	0	925,231	0
Total Revenue	2,188,126	24,277	4,941,463	24,277
Costs and expenses:
Operating	1,577,437	26,128	2,971,308	26,128
Taxes - production	109,878	3,040	259,351	3,040
Depreciation, depletion and amortization	769,372	1,254	1,649,578	1,254
Accretion of asset retirement obligation	63,255	0	133,082
General and administrative	469,792	205,397	3,126,403	642,476
Total costs and expenses	2,989,734	235,819	8,139,722	672,898
Operating loss	(801,608)	(211,542)	(3,198,259)	(648,621)
Other expense:
Interest expense	145,345	22,032	342,256	61,505
Total other expense	145,345	22,032	342,256	61,505
Net loss	$ (946,953)	$ (233,574)	$ (3,540,515)	$ (710,126)
Net loss per common share, basic and diluted	$ (0.05)	$ (0.02)	$ (0.19)	$ (0.06)
Weighted average number of common shares outstanding basic and diluted	19,867,277	13,040,480	19,020,236	11,731,332

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Common Stock Subscribed, not yet issued	Stock Subscription Receivable	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2017	8,803,942
Beginning balance, amount at Dec. 31, 2017	$ 8,803	$ 3,225	$ (5,000)	$ 16,232,381	$ (16,111,215)	$ 128,194
Shares, options, warrants and conversion features issued, Shares	1,190,000
Shares, options, warrants and conversion features issued, Amount	$ 1,190	10	5,000	118,800		125,000
Net loss					(246,305)	(246,305)
Ending balance, shares at Mar. 31, 2018	9,993,942
Ending balance, amount at Mar. 31, 2018	$ 9,993	3,235		16,351,181	(16,357,520)	6,889
Beginning balance, shares at Dec. 31, 2017	8,803,942
Beginning balance, amount at Dec. 31, 2017	$ 8,803	3,225	$ (5,000)	16,232,381	(16,111,215)	128,194
Net loss						(710,126)
Ending balance, shares at Sep. 30, 2018	17,345,609
Ending balance, amount at Sep. 30, 2018	$ 17,345	2,000		17,124,632	(16,821,341)	322,636
Beginning balance, shares at Mar. 31, 2018	9,993,942
Beginning balance, amount at Mar. 31, 2018	$ 9,993	3,235		16,351,181	(16,357,520)	6,889
Shares, options, warrants and conversion features issued, Shares	1,335,000
Shares, options, warrants and conversion features issued, Amount	$ 1,335	(1,235)		126,968		127,068
Net loss					(230,247)	(230,247)
Ending balance, shares at Jun. 30, 2018	11,328,942
Ending balance, amount at Jun. 30, 2018	$ 11,328	2,000		16,478,149	(16,587,767)	(96,290)
Shares, options, warrants and conversion features issued, Shares	6,016,667
Shares, options, warrants and conversion features issued, Amount	$ 6,017			646,483		652,500
Net loss					(233,574)	(233,574)
Ending balance, shares at Sep. 30, 2018	17,345,609
Ending balance, amount at Sep. 30, 2018	$ 17,345	$ 2,000		17,124,632	(16,821,341)	322,636
Beginning balance, shares at Dec. 31, 2018	17,345,609
Beginning balance, amount at Dec. 31, 2018	$ 17,345			16,690,818	(17,128,346)	(150,183)
Shares, options, warrants and conversion features issued, Shares	1,446,668
Shares, options, warrants and conversion features issued, Amount	$ 1,447			215,553		217,000
Net loss					(587,502)	(587,502)
Ending balance, shares at Mar. 31, 2019	18,792,277
Ending balance, amount at Mar. 31, 2019	$ 18,792			17,176,371	(17,715,848)	(520,685)
Beginning balance, shares at Dec. 31, 2018	17,345,609
Beginning balance, amount at Dec. 31, 2018	$ 17,345			16,690,818	(17,128,346)	(150,183)
Net loss						(3,540,515)
Ending balance, shares at Sep. 30, 2019	19,867,277
Ending balance, amount at Sep. 30, 2019	$ 19,867			18,774,426	(20,668,861)	(1,874,568)
Beginning balance, shares at Mar. 31, 2019	18,792,277
Beginning balance, amount at Mar. 31, 2019	$ 18,792			17,176,371	(17,715,848)	(520,685)
Shares, options, warrants and conversion features issued, Shares	1,075,000
Shares, options, warrants and conversion features issued, Amount	$ 1,075			1,598,055		1,599,130
Net loss					(2,006,060)	(2,006,060)
Ending balance, shares at Jun. 30, 2019	19,867,277
Ending balance, amount at Jun. 30, 2019	$ 19,867			18,774,426	(19,721,908)	(927,615)
Net loss					(946,953)	(946,953)
Ending balance, shares at Sep. 30, 2019	19,867,277
Ending balance, amount at Sep. 30, 2019	$ 19,867			$ 18,774,426	$ (20,668,861)	$ (1,874,568)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (3,540,515)	$ (710,126)
cash provided by (used in) operating activities:
Value of warrants and options granted	1,491,630	117,068
Amortization of warrant value and conversion feature on convertible notes	4,447	47,705
Amortization of loan issue costs	29,072
Depreciation, depletion and amortization	1,649,578	1,254
Accretion of asset retirement obligation	133,082
Change in operating assets and liabilities:
Accounts receivable	(1,039,252)	(21,237)
Unrealized gain on derivative instruments	(663,350)
Prepaids	(96,283)
Inventory	(33,703)
Accounts payable	457,242	14,920
Accrued expenses	607,344	11,830
Net cash used in operating activities	(1,000,708)	(538,586)
Cash flows from investing activities:
Acquisition of oil and natural gas properties	(6,033,135)	(1,160,866)
Purchase of other fixed assets	(14,456)
Net cash used in investing activities	(6,047,591)	(1,160,866)
Cash flows from financing activities:
Proceeds from debt issued	7,879,744	892,520
Principal payments of debt	(1,065,000)
Proceeds from stock and warrant issuance	167,000	787,500
Net cash provided by financing activities	6,981,744	1,680,020
Net change in cash	(66,555)	(19,432)
Cash - Beginning of period	84,631	77,780
Cash - End of period	18,076	58,348
Supplemental cash flow information
Cash paid for interest	316,809
Non-cash investing and financing activities:
Non-cash additions to asset retirement obligations	3,400,770	183,203
Common stock issued in exchange for outstanding notes payable	$ 157,500

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	The accompanying unaudited consolidated financial statements of Empire Petroleum Corporation ("Empire" or the "Company") have been prepared in accordance with United States generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, the results of operations, and the cash flows for the interim period are included. All adjustments are of a normal, recurring nature. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The information contained in this Form 10-Q should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2018 which are contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on April 1, 2019. The Company has incurred significant losses in recent years. The continuation of the Company as a going concern is dependent upon the ability of the Company to attain future profitable operations and/or additional debt or equity financing until profitable operations are achieved. These financial statements have been prepared on the basis of United States generally accepted accounting principles applicable to a company with continuing operations, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. Management believes the going concern assumption to be appropriate for these financial statements. If the going concern assumption were not appropriate for these financial statements, then adjustments might be necessary to adjust the carrying value of assets and liabilities and reported expenses. The continuation of the Company is dependent upon the ability of the Company to raise capital and attain future profitable operations. The ultimate recoverability of the Company's investment in oil and natural gas interests is dependent upon the existence and discovery of economically recoverable oil and natural gas reserves, the ability of the Company to obtain necessary financing to further develop the interests, and the ability of the Company to attain future profitable production. As of September 30, 2019, the Company had $18,076 of cash and working capital of $657,168. The Company has proved reserves of approximately 3,500 Mbbls of oil and 900 MMcf of natural gas, all of which have been acquired within the last fourteen months. The Company plans to continue to look for oil and natural gas investments and will use a combination of debt and equity financing to fund the acquisitions. The Company expects to also incur costs related to evaluating and acquiring oil and natural gas acquisitions for the foreseeable future. It is expected that management will attempt to raise additional capital for future investment and working capital opportunities. Compensation of Officers and Employees As of September 30, 2019, the Company had two employees. No independent Board members received compensation from the Company in the first nine months of 2019 or 2018. For the nine months ended September 30, 2019, the Company paid Mr. Morrisett $179,950 and Mr. Pritchard $183,950 for services rendered, excluding the value of options. For the nine months ended September 30, 2018, the Company paid Mr. Morrisett $101,400 and Mr. Pritchard $101,962 for services rendered. In addition, as of September 30, 2019 Mr. Pritchard has outstanding advances of $33,017.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Principles of consolidation. Use of estimates in the preparation of financial statements. Interim financial statements. Certain disclosures have been condensed in or omitted from these consolidated financial statements. Accordingly, these condensed notes to the consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Inventory Revenue recognition. Fair value measurements. Convertible debt - Oil and natural gas properties - The fair value of asset retirement obligations is included in proved oil and natural gas properties with a corresponding liability in the table above. The fair value was determined based on a discounted cash flow model, which included assumptions of the estimated current abandonment costs, discount rate, inflation rate and timing associated with the incurrence of these costs. The inputs used to value oil and natural gas properties and asset retirement obligations require significant judgment and estimates made by management and represent Level 3 inputs. Financial instruments and other-

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
3. PROPERTY AND EQUIPMENT	In 2018, the Company, through its subsidiary, Empire Louisiana, LLC, purchased oil and natural gas properties in St. Landry and Beauregard parishes in Louisiana. In March 2019, the Company, through its subsidiary, Empire North Dakota, LLC, purchased oil and natural gas properties in Montana and North Dakota. The aggregate capitalized costs of oil and natural gas properties as of September 30, 2019, are as follows: Proved producing wells $ 3,900,739 Proved undeveloped 2,232,458 Lease and well equipment 1,106,342 Asset retirement obligation 3,629,491 Unproved leasehold costs 9,121 Gross capitalized costs 10,878,151 Less: accumulated depreciation and depletion (1,664,059 ) $ 9,214,092 Other property and equipment consists of office furniture and equipment. Oher property and equipment, at cost $ 14,456 Less: accumulated depreciation (1,046 ) Oher property and equipment, net 13,410

ACQUISITION OF WARHORSE OIL AND

ACQUISITION OF WARHORSE OIL AND NATURAL GAS PROPERTIES	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
4. ACQUISITION OF WARHORSE OIL AND NATURAL GAS PROPERTIES	On June 10, 2019, the Company received a process verbal and related sheriff's deed dated as of May 29, 2019 (the "Sheriff's Deed") pertaining to two wells in St. Landry Parish purchased from Business First Bancshares, Inc. d/b/a Business First Bank ("Business First"). Pursuant to the Sheriff's Deed, the Company acquired certain oil and natural gas properties located in St. Landry Parish, Louisiana, including operated working interest in two producing wells. The Company purchased Business First's position as the superior lienholder and seizing creditor of such oil and natural gas properties, which were owned by Warhorse Oil & Gas, LLC, for $450,000 plus $16,993 sheriff fees. The payment was paid from loan proceeds under the loan agreement with CrossFirst Bank (see Note 7). The Company had been operating the two wells for Business First since July 2018. Both wells combined produce approximately 31 barrels of oil per day. Working interest purchased by the Company is 48.2% on the Jay Butler No. 1 well and 45% in the Richard No. 1 well. The Company treated the acquisition as an asset purchase. An amount equal to $90,000 was allocated to lease and well equipment and $376,993 was allocated to producing properties. An asset retirement obligation of $19,732 was recorded in conjunction with the purchase.

ACQUISITION OF ENERGYQUEST II A

ACQUISITION OF ENERGYQUEST II ASSETS	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
5. ACQUISITION OF ENERGYQUEST II ASSETS	On March 28, 2019, the Company purchased oil producing properties from EnergyQuest II, LLC ("EnergyQuest") for a purchase price of $5,418,653. The effective date of the transaction is January 1, 2019. After certain adjustments related to the effective date, the total proceeds paid to EnergyQuest were $5,458,043. Such proceeds were paid from borrowing on notes payable and sales of unregistered securities of the Company. The oil and natural gas properties purchased from EnergyQuest include 184 wells in Montana and North Dakota currently producing approximately 375 barrels of oil equivalent (BOE) per day, and Empire operates 139 of such wells. Engineering reports for the properties estimate proved developed reserves 2,874 Mbbls of oil and 13.8 MMcf of natural gas. The following table sets forth the Company's purchase price allocation: Fair Value of Assets Acquired Accounts receivable $ 1,256,094 Inventory of oil in tanks 438,320 Oil properties 8,341,525 Total Assets Acquired $ 10,035,939 Fair Value of Liabilities Assumed Accounts payable – trade $ 1,310,516 Asset retirement obligations 3,267,380 Total liabilities assumed $ 4,577,896 Total consideration paid $ 5,458,043 The fair values of assets acquired and liabilities assumed were based on the following key inputs: Oil and natural gas properties The fair value of proved oil and natural gas properties was measured using valuation techniques that convert the future cash flows to a single discounted amount. Significant inputs to the valuation of proved oil and natural gas properties include estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average costs of capital. The Company utilized a combination of the New York Mercantile Exchange ("NYMEX") strip pricing and consensus pricing to value the reserves, then applied various discount rates depending on the classification of reserves and other risk characteristics. Management utilized the assistance of a third-party valuation expert to estimate the value of the oil and natural gas properties acquired. The fair value of asset retirement obligations totaled $3,267,380 and is included in proved oil and natural gas properties with a corresponding liability in the table above. The fair value was determined based on a discounted cash flow model, which included assumptions of the estimated current abandonment costs, discount rate, inflation rate and timing associated with the incurrence of these costs. The inputs used to value oil and natural gas properties and asset retirement obligations require significant judgment and estimates made by management and represent Level 3 inputs. Financial instruments and other The fair values determined for accounts receivable and accounts payable - trade were equivalent to the carrying value due to their short-term nature. Accounts payable - trade includes approximately $1,310,516 of liabilities primarily related to well activity prior to close.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
6. DERIVATIVE FINANCIAL INSTRUMENTS	The Company uses derivative financial instruments to manage its exposure to commodity price fluctuations. Commodity derivative instruments are used to reduce the effect of volatility of price changes on the oil and natural gas the Company produces and sells. The Company’s derivative financial instruments consist of oil and natural gas swaps. The Company does not enter into derivative financial instruments for speculative or trading purposes. The Company does not designate its derivative instruments to qualify for hedge accounting. Accordingly, the Company reflects changes in the fair value of its derivative instruments in its consolidated statements of operations as they occur. Unrealized gains and losses related to the swap contracts are recognized and recorded as an asset or liability on the Company’s balance sheet. The following table summarizes the net realized and unrealized amounts reported in earnings related to the commodity derivative instruments for the nine months ended September 30, 2019 and 2018: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Gain on derivatives: Oil derivatives $ 492,530 $ — $ 917,482 $ — Natural gas derivatives 332 — 7,749 — Total $ 492,862 $ — $ 925,231 $ — The following represents the Company’s net cash receipts from derivatives for the nine months ended September 30, 2019 and 2018: Three months ended September 30, Nine months ended 2019 2018 2019 2018 Net cash received from payments on derivatives Oil derivatives $ 156,820 $ — $ 250,323 $ — Natural gas derivatives 6,846 — 11,557 — Total $ 163,666 $ — $ 261,880 $ — The following table sets forth the Company’s outstanding derivative contracts at September 30, 2019. All of the Company’s derivatives are expected to settle by August 31, 2021: 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter 2019 Oil Swaps: Volume (MBbl) — — — 24.58 Price per Bbl — — — $ 61.37 2020 Oil Swaps: Volume (MBbl) 23.41 23.17 22.94 20.94 Price per Bbl $ 60.32 $ 59.53 $ 58.26 $ 55.09 2021 Oil Swaps: Volume (MBbl) 15.51 6.69 4.50 — Price per Bbl $ 49.29 $ 49.25 $ 49.11 —

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
7. NOTES PAYABLE	In July and August 2018, the Company entered into two unsecured note agreements totaling $25,000 with Mr. Anthony Kamin, who is also a member of the Company's Board of Directors. The notes are payable on demand and accrue interest at 8% interest. In February 2019, the Company and Mr. Kamin entered into an unsecured note agreement in the amount of $25,000. The note was due May 1, 2019, and accrued interest at 8%. In March 2019, Mr. Kamin used the $50,000 note balances to exercise some of his outstanding warrants to purchase common stock (see Note 8). In February 2019, the Company entered into five unsecured promissory note agreements with accredited investors, including the agreement with Mr. Kamin discussed above, totaling $90,000. The notes were due May 1, 2019, and accrued interest at 8%. One of the notes, in the amount of $15,000 was issued to Michael R. Morrisett, the Company's President. These notes and the related interest were paid in May 2019. On March 27, 2019, the Company entered into a First Amendment to the Senior Revolver Loan Agreement (the "Agreement") with Crossfirst Bank. Under the terms of the Agreement, the commitment amount was increased to $9,000,000 and the maturity date was extended until March 27, 2021. The Company borrowed $4,880,383 of new funds and paid $76,900 in loan origination fees which were added to the balance of the loan. The unamortized loan origination fees have been netted against the outstanding loan balance in accordance with generally accepted accounting principles. The Agreement requires the Company to maintain certain covenants including an EBITDAX to interest expense of at least 3:1 and funded debt to EBITDAX of 4:1 on a trailing 12-month basis. As a part of the First Amendment to the Agreement in conjunction with the Energy Quest II, LLC acquisition, the covenants were modified on a retrospective basis. On December 31, 2018, the Company and investors for all of the Senior Unsecured Convertible Promissory Notes (the Notes) entered into amended agreements whereby the maturity dates for the notes maturing December 31, 2018 were extended to December 31, 2019, the conversion feature of the notes was modified from $0.15 per share of common stock to $0.10 per share. Additionally, the Warrant Certificates to purchase shares of common stock of the Company, which were issued as a part of the original agreements, were repriced from $0.25 per share to $0.15 per share. The value allocated to the Warrant Certificates modification was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 167%, risk free interest rate of 2.63% and an expected useful life of 12 months. The change in fair value of the Warrant Certificates as a result of the modifications of $139,985 was allocated to Paid in Capital and included as an expense in 2018. The Notes conversion features were equivalent to their intrinsic value at the date of modification. The remaining Debt Issue Costs as of September 30, 2019, from the original notes which mature at December 31, 2019, of $1,449 will be amortized as interest expense over the remaining life of the Notes. The following table reflects the composition of convertible notes as of September 30: 2019 2018 Current Long Term Total Total Convertible Notes Outstanding $ 152,500 $ — $ 152,500 $ 260,000 Debt Issue Costs – Warrants and Conversion Feature (1,449 ) — (1,449 ) (27,673 ) Convertible Notes Outstanding, Net $ 151,051 $ — $ 151,051 $ 232,327 In the second quarter of 2019, three of the Senior Unsecured Promissory Note investors exercised the conversion feature and converted their $107,500 notes for 1,075,000 shares of the Company's common stock.

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
8. EQUITY	Diluted Earnings per Share ("EPS") gives effect to all dilutive potential common shares outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on losses. As a result, if there is a loss from continuing operations, Diluted EPS is computed in the same manner as Basic EPS. At September 30, 2019 and 2018, the Company had 5,004,167 and 4,167 respectively, options outstanding that were not included in the calculation of earnings per share for the periods then ended. Such financial instruments may become dilutive and would then need to be included in future calculations of Diluted EPS. At September 30, 2019 and 2018, the outstanding options were considered anti-dilutive since the strike prices were above the market price and since the Company has incurred losses year to date. During January 2018, the Company issued to several accredited investors 1,100,000 shares of its common stock and warrants to purchase 1,100,000 shares of its common stock for $0.15 per share which expires on December 31, 2019. The value allocated to the warrants was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 185%, risk free interest rate of 2.05% and an expected useful life of 24 months. The fair value of the warrants of $108,900 was allocated to Paid in Capital. During March 2018, the Company issued to an accredited investor 100,000 shares of its common stock and warrants to purchase 100,000 shares of its common stock for $0.15 per share which expires on December 31, 2019. The value allocated to the warrants was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 179%, risk free interest rate of 2.22% and an expected useful life of 22 months. The fair value of the warrants of $9,900 was allocated to Paid in Capital. During June 2018, the Company issued warrants to purchase 645,000 shares of its common stock for $0.25 per share which expire on December 31, 2019 to several professionals for business assistance provided. The value allocated to the warrants was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 174%, risk free interest rate of 2.38% and an expected useful life of 19 months. The fair value of the warrants of $117,068 was recorded as compensation expense and allocated to Paid in Capital. During June 2018, the Company issued to an accredited investor 100,000 shares of its common stock and warrants to purchase 100,000 shares of its common stock for $0.15 per share which expires on December 31, 2019. The value allocated to the warrants was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 197%, risk free interest rate of 2.43% and an expected useful life of 18 months. The fair value of the warrants of $9,900 was allocated to Paid in Capital. In March 2019, 1,446,668 outstanding $0.15 warrants were converted to shares of common stock of the Company. Proceeds received from the conversion was $217,000 including $50,000 of notes payable conversion by Mr. Kamin. During May 2019, the Company issued warrants to purchase 300,000 shares of its common stock for $0.17 per share which expire on December 31, 2021 to a former employee for business assistance provided. The value allocated to the warrants was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 217%, risk free interest rate of 1.92% and an expected useful life of 31 months. The fair value of the warrants of $58,380 was recorded as compensation expense and allocated to Paid in Capital. On April 3, 2019, the Board of Directors of the Company adopted the Empire Petroleum Corporation 2019 Stock Option Plan (the "Stock Option Plan"). The total number of shares of common stock that may be issued pursuant to stock options under the Stock Option Plan is 10,000,000. Further, on April 3, 2019 the Company granted Mr. Pritchard and Mr. Morrissett each, options to purchase 2,500,000 shares of common stock of the Company at an exercise price of $0.33 per share. The options vest in three installments with 1,250,000 vesting immediately and 625,000 vesting each in April 2020 and April, 2021. All of the options expire in April, 2029. The value allocated to the vested options was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 213%, risk free interest rate of 2.32% and an expected useful life of 5.375 years. The fair value of the options of $812,500 was recorded as compensation expense and allocated to Paid in Capital. On April 3, 2019 the Board of Directors of the Company amended certain warrant certificates which had been issued to Mr. Kamin covering 3,000,000 warrants to purchase common stock of the Company. The original warrants expired on December 31, 2021 and had exercise prices of $0.15 and $0.25 for 500,000 and 2,500,000 shares, respectively. The warrants were extended to expire on April 2, 2029. The value allocated to the warrants was the fair value determined using the Black-Scholes option valuation with the following assumptions: no dividend yield, expected annual volatility of 213%, risk free interest rate of 2.32% and an expected useful life of 5 years. The fair value of the warrants of $620,750 was recorded as compensation expense and allocated to Paid in Capital.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2019
Summary Of Significant Accounting Policies
Principles of consolidation	The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Empire Louisiana, LLC ("Empire Louisiana") and Empire North Dakota, LLC ("Empire North Dakota"). All material intercompany balances and transactions have been eliminated.
Use of estimates in the preparation of financial statements	Preparation of financial statements in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Depletion of oil and natural gas properties is determined using estimates of proved oil and natural gas reserves. There are numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and natural gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves, commodity price outlooks and prevailing market rates of other sources of income and costs. Other significant estimates include, but are not limited to, asset retirement obligations, fair value of assets purchased in acquisitions, and taxes.
Interim financial statements	The accompanying consolidated financial statements of the Company have not been audited by the Company's independent registered public accounting firm. In preparing the accompanying consolidated financial statements, management has made certain estimates and assumptions that affect reported amounts in the consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Certain disclosures have been condensed in or omitted from these consolidated financial statements. Accordingly, these condensed notes to the consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Inventory	Inventory consists of oil in tanks which has not been delivered and is valued at the contract price to the buyer and pipe which has not yet been put into production.
Revenue recognition	The Company recognizes revenues from the sales of oil and natural gas to its customers and presents them disaggregated on the Company's consolidated statements of operations. The Company enters into contracts with customers to sell its oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in ASC 606. Specifically, revenue is recognized when the Company's performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the oil and natural gas marketing contracts is typically received from the purchaser one to two months after production. At September 30, 2019, the Company had receivables related to contracts with customers of approximately $880,000.
Fair value measurements	The Financial Accounting Standards Board ("FASB") fair value measurement standards define fair value, establish a consistent framework for measuring fair value and establish a fair value hierarchy based on the observability of inputs used to measure fair value. Convertible debt - Oil and natural gas properties - The fair value of asset retirement obligations is included in proved oil and natural gas properties with a corresponding liability in the table above. The fair value was determined based on a discounted cash flow model, which included assumptions of the estimated current abandonment costs, discount rate, inflation rate and timing associated with the incurrence of these costs. The inputs used to value oil and natural gas properties and asset retirement obligations require significant judgment and estimates made by management and represent Level 3 inputs. Financial instruments and other-

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2019
Property And Equipment
Schedule of capitalized costs of oil and natural gas properties	Proved producing wells $ 3,900,739 Proved undeveloped 2,232,458 Lease and well equipment 1,106,342 Asset retirement obligation 3,629,491 Unproved leasehold costs 9,121 Gross capitalized costs 10,878,151 Less: accumulated depreciation and depletion (1,664,059 ) $ 9,214,092 Oher property and equipment, at cost $ 14,456 Less: accumulated depreciation (1,046 ) Oher property and equipment, net 13,410

ACQUISITION OF ENERGYQUEST II_2

ACQUISITION OF ENERGYQUEST II ASSETS (Tables)	9 Months Ended
	Sep. 30, 2019
Contribution Properties [Member]
Schedule of purchase price allocation	Fair Value of Assets Acquired Accounts receivable $ 1,256,094 Inventory of oil in tanks 438,320 Oil properties 8,341,525 Total Assets Acquired $ 10,035,939 Fair Value of Liabilities Assumed Accounts payable – trade $ 1,310,516 Asset retirement obligations 3,267,380 Total liabilities assumed $ 4,577,896 Total consideration paid $ 5,458,043

DERIVATIVE FINANCIAL INSTRUME_2

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Financial Instruments
Schedule of gain loss on derivatives	Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Gain on derivatives: Oil derivatives $ 492,530 $ — $ 917,482 $ — Natural gas derivatives 332 — 7,749 — Total $ 492,862 $ — $ 925,231 $ —
Schedule of net cash receipts from derivatives	Three months ended September 30, Nine months ended 2019 2018 2019 2018 Net cash received from payments on derivatives Oil derivatives $ 156,820 $ — $ 250,323 $ — Natural gas derivatives 6,846 — 11,557 — Total $ 163,666 $ — $ 261,880 $ —
Schedule of notional amounts of outstanding derivative	1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter 2019 Oil Swaps: Volume (MBbl) — — — 24.58 Price per Bbl — — — $ 61.37 2020 Oil Swaps: Volume (MBbl) 23.41 23.17 22.94 20.94 Price per Bbl $ 60.32 $ 59.53 $ 58.26 $ 55.09 2021 Oil Swaps: Volume (MBbl) 15.51 6.69 4.50 — Price per Bbl $ 49.29 $ 49.25 $ 49.11 —

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2019
Notes Payable
Schedule of convertible notes	2019 2018 Current Long Term Total Total Convertible Notes Outstanding $ 152,500 $ — $ 152,500 $ 260,000 Debt Issue Costs – Warrants and Conversion Feature (1,449 ) — (1,449 ) (27,673 ) Convertible Notes Outstanding, Net $ 151,051 $ — $ 151,051 $ 232,327

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Cash	$ 18,076	$ 58,348	$ 84,631	$ 77,780
working capital	657,168
Outstanding advances	33,017
Morrisett [Member]
Officers and employees compensation	179,950	101,400
Pritchard [Member]
Officers and employees compensation	$ 183,950	$ 101,962

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	9 Months Ended
	Sep. 30, 2019USD ($)
Significant Accounting Policies Details Narrative Abstract
Receivables from contracts	$ 880,000

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details)	Sep. 30, 2019USD ($)
Property Details Abstract
Proved producing wells	$ 3,900,739
Proved undeveloped	2,232,458
Lease and well equipment	1,106,342
Asset retirement obligation	3,629,491
Unproved leasehold costs	9,121
Gross capitalized costs	10,878,151
Less: accumulated depreciation and depletion	(1,664,059)
Net Capitalized costs	$ 9,214,092

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details 1)	Sep. 30, 2019USD ($)
Property Details Abstract
Other property and equipment, at cost	$ 14,456
Less: accumulated depreciation	(1,046)
Oher property and equipment, net	$ 13,410

ACQUISITION OF WARHORSE OIL A_2

ACQUISITION OF WARHORSE OIL AND NATURAL GAS PROPERTIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Lease and well equipment	$ 1,106,342
Asset retirement obligations	3,764,502	$ 230,650
Sheriff's Deed [Member]
Purchase price	450,000
Sheriff fees	16,993
Lease and well equipment	90,000
Properties	376,993
Asset retirement obligations	$ 19,732
Oil and gas properties purchased description	The Company has been operating the two wells for Business First since July 2018. Both wells combined produce approximately 31 barrels of oil per day. Working interest purchased by the Company is 48.2% on the Jay Butler No. 1 well and 45% in the Richard No. 1 well

ACQUISITION OF ENERGYQUEST II_3

ACQUISITION OF ENERGYQUEST II ASSETS (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Fair Value of liabilities Assumed
Asset retirement obligations	$ 3,764,502	$ 230,650
EnergyQuest [Member]
Fair Value of Assets Acquired
Accounts Receivable	1,256,094
Inventory of oil in tanks	438,320
Oil properties	8,341,525
Total Assets Acquired	10,035,939
Fair Value of liabilities Assumed
Accounts payable - trade	1,310,516
Asset retirement obligations	3,267,380
Total liabilities assumed	4,577,896
Total consideration paid	$ 5,458,043

ACQUISITION OF ENERGYQUEST II_4

ACQUISITION OF ENERGYQUEST II ASSETS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 28, 2019	Sep. 30, 2019	Dec. 31, 2018
Acquisitions of oil and gas properties		$ 5,581,744
Asset retirement obligations		3,764,502	$ 230,650
EnergyQuest [Member]
Purchase price	$ 5,418,653
Oil and gas properties purchased description	The oil and natural gas properties purchased from EnergyQuest include 184 wells in Montana and North Dakota currently producing approximately 375 barrels of oil equivalent (BOE) per day. Empire operates 139 of such wells. Engineering reports for the properties estimate proved developed reserves 2,874Mbbls of oil and 13.8 MMcf of natural gas.
Asset retirement obligations		3,267,380
Accounts payable - trade		$ 1,310,516

DERIVATIVE FINANCIAL INSTRUME_3

DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Gain (loss) on derivatives	$ 492,862		$ 925,231
Oil derivatives [Member]
Gain (loss) on derivatives	492,530		917,482
Natural gas derivatives [Member]
Gain (loss) on derivatives	$ 332		$ 7,749

DERIVATIVE FINANCIAL INSTRUME_4

DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Net cash receipts from (payments on) derivatives:	$ 163,666		$ 261,880
Oil derivatives [Member]
Net cash receipts from (payments on) derivatives:	156,820		250,323
Natural gas derivatives [Member]
Net cash receipts from (payments on) derivatives:	$ 6,846		$ 11,557

DERIVATIVE FINANCIAL INSTRUME_5

DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - Oil Swaps [Member]	Dec. 31, 2021$ / shares	Dec. 31, 2020$ / shares	Sep. 30, 2019$ / shares
First quarter [Member]
Volume (Mbbl)
Price per Bbl
First quarter [Member] | Subsequent Event [Member]
Volume (Mbbl)	15.51	23.41
Price per Bbl	$ 49.29	$ 60.32
Second quarter [Member]
Volume (Mbbl)
Price per Bbl
Second quarter [Member] | Subsequent Event [Member]
Volume (Mbbl)	6.69	23.17
Price per Bbl	$ 49.25	$ 59.53
Third quarter [Member]
Volume (Mbbl)
Price per Bbl
Third quarter [Member] | Subsequent Event [Member]
Volume (Mbbl)	4.5	22.94
Price per Bbl	$ 49.11	$ 58.26
Fourth quarter [Member]
Volume (Mbbl)			24.58
Price per Bbl			$ 61.37
Fourth quarter [Member] | Subsequent Event [Member]
Volume (Mbbl)		20.94
Price per Bbl		$ 55.09

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2019	Sep. 30, 2018
Convertible Notes Outstanding	$ 152,500	$ 260,000
Debt Issue Costs – Warrants and Conversion Feature	(1,449)	(27,673)
Convertible Notes Outstanding, Net	151,051	$ 232,327
Current [Member]
Convertible Notes Outstanding	152,500
Debt Issue Costs – Warrants and Conversion Feature	(1,449)
Convertible Notes Outstanding, Net	151,051
Long Term [Member]
Convertible Notes Outstanding
Debt Issue Costs – Warrants and Conversion Feature
Convertible Notes Outstanding, Net

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended	12 Months Ended
	Mar. 27, 2019	Aug. 31, 2018	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Debt Issue Costs – Warrants and Conversion Feature			$ (1,449)		$ (27,673)
Revolver Loan Agreement [Member]
Maturity date	Mar. 27, 2021
Revolver Loan Agreement [Member] | Maximum [Member]
Revolver commitment amount	$ 9,000,000
Additional borrowings	4,880,383
Loan origination fees	$ 76,900
Interest expense description	The Agreement requires the Company to maintain certain covenants including an EBITDAX to interest expense of at least 3:1 and funded debt to EBITDAX of 4:1 on a trailing 12-month basis.
Unsecured Note [Member] | Investors [Member]
Note modification description				The Company and investors for all of the Senior Unsecured Convertible Promissory Notes entered into amended agreements whereby the maturity dates for the notes maturing December 31, 2018 were extended to December 31, 2019, the conversion feature of the notes was modified from $0.15 per share of common stock to $0.10 per share. Additionally, the Warrant Certificates to purchase shares of common stock of the Company, which were issued as a part of the original agreements, were repriced from $0.25 per share to $0.15 per share.
Expected annual volatility				167.00%
Risk free interest rate				2.63%
Expected useful life				12 months
Change in fair value of the Warrant Certificates				$ 139,985
Debt Issue Costs – Warrants and Conversion Feature			1,449
Unsecured Note [Member] | Investors [Member] | April 10, 2019 [Member]
Debt instrument converted amount			$ 107,500
Common stock shares issued upon conversion of debt			1,075,000
Unsecured Note [Member] | Investors [Member] | February 2019 [Member]
Notes payable			$ 90,000
Interest rate			8.00%
Maturity date			May 1, 2019
Unsecured Note [Member] | Morrisett [Member] | February 2019 [Member]
Notes payable			$ 15,000
Unsecured Note [Member] | Mr. Anthony Kamin [Member]
Notes payable		$ 25,000
Interest rate		8.00%
Unsecured Note [Member] | Mr. Anthony Kamin [Member] | February 2019 [Member]
Notes payable			$ 25,000
Interest rate			8.00%
Maturity date			May 1, 2019
Outstanding warrants to purchase common stock			$ 50,000

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Mar. 31, 2019
Options outstanding excluded from calculation of earnings per share	5,004,167	4,167	1,154,167
Common stock shares issued	19,867,277		17,345,609
Common stock valued	$ 19,867		$ 17,345
Shares, options, warrants and conversion features issued, Shares	1,446,668
Shares, options, warrants and conversion features issued, Amount	$ 217,000
Warrants exercise price	$ 0.15
Mr. Anthony Kamin [Member]
Shares, options, warrants and conversion features issued, Amount	$ 50,000
April 3, 2019 [Member] | Anthony Kamin [Member] | Warrant [Member]
Expected volatility rate	213.00%
Risk free interest rate	2.32%
Expected useful life	5 years
Additional paid in capital	$ 620,750
Promissory note due date	Dec. 31, 2021
Warrants issued to purchase common shares	3,000,000
Extended maturity date	Apr. 2, 2029
During June 2018 One [Member]
Expected volatility rate	197.00%
Risk free interest rate	2.43%
Expected useful life	18 months
Additional paid in capital				$ 9,900
Share of Common Stock				$ 0.15
Promissory note due date	Dec. 31, 2019
Common stock shares issued				100,000
Warrants issued to purchase common shares	100,000
During June 2018 [Member]
Expected volatility rate	174.00%
Risk free interest rate	2.38%
Expected useful life	19 months
Additional paid in capital				$ 117,068
Share of Common Stock				$ 0.25
Promissory note due date	Dec. 31, 2019
Common stock valued				$ 17,345
Warrants issued to purchase common shares	645,000
March 2018 [Member]
Expected volatility rate	197.00%
Risk free interest rate	2.22%
Expected useful life	22 months
Additional paid in capital				$ 9,900
Share of Common Stock				$ 0.15
Promissory note due date	Dec. 31, 2019
Common stock shares issued				100,000
Warrants issued to purchase common shares	100,000
During January 2018 [Member]
Expected volatility rate	185.00%
Risk free interest rate	2.05%
Expected useful life	24 months
Additional paid in capital				$ 108,900
Share of Common Stock				$ 0.15
Promissory note due date	Dec. 31, 2019
Common stock shares issued				1,100,000
Warrants issued to purchase common shares	1,100,000
During May 2019 [Member] | Warrant [Member]
Expected volatility rate	217.00%
Risk free interest rate	1.92%
Expected useful life	31 months
Additional paid in capital	$ 58,380
Share of Common Stock	$ 0.17
Promissory note due date	Dec. 31, 2021
Warrants issued to purchase common shares	300,000
Stock Option Plan [Member] | April 2021 [Member]
Stock options vested	625,000
Stock Option Plan [Member] | April 2020 [Member]
Stock options vested	625,000
Stock Option Plan [Member] | April 3, 2019 [Member]
Shares issuable	10,000,000
Stock options vested	1,250,000
Options expiry date	April, 2029
Expected volatility rate	213.00%
Risk free interest rate	2.32%
Expected useful life	5 years 4 months 15 days
Additional paid in capital	$ 812,500
Stock Option Plan [Member] | April 3, 2019 [Member] | Michael R. Morrisett [Member]
Stock options granted	2,500,000
Warrants exercise price	$ 0.33
Stock Option Plan [Member] | April 3, 2019 [Member] | Pritchard [Member]
Stock options granted	2,500,000
Warrants exercise price	$ 0.33
Exercise price one [Member] | April 3, 2019 [Member] | Anthony Kamin [Member] | Warrant [Member]
Share of Common Stock	$ 0.15
Warrants issued to purchase common shares	500,000
Exercise price two [Member] | April 3, 2019 [Member] | Anthony Kamin [Member] | Warrant [Member]
Share of Common Stock	$ 0.25
Warrants issued to purchase common shares	2,500,000