Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | Generation Hemp, Inc. | ||
Entity Central Index Key | 0001527102 | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Incorporation State Country Code | CO | ||
Entity Interactive data current | Yes | ||
Entity File Number | 333-176154 | ||
Entity Common Stock, Shares Outstanding | 34,577,968 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 4,732,321 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 2,776,425 | $ 101,337 |
Current assets of discontinued operations held for sale | 20,835 | |
Total Current Assets | 2,776,425 | 122,172 |
Property and Equipment | ||
Property and equipment, other | 1,222,430 | 1,223,353 |
Accumulated depreciation | (102,938) | (32,322) |
Total Property and Equipment, Net | 1,119,492 | 1,191,031 |
Noncurrent assets of discontinued operations held for sale | 1,196,161 | |
Investment in common stock | 23,077 | 32,959 |
Total Assets | 3,918,994 | 2,542,323 |
Current Liabilities | ||
Accounts payable | 1,053,542 | 685,692 |
Accrued liabilities | 337,588 | 269,410 |
Accrued interest – related party | 448,271 | 247,500 |
Notes payable – related parties | 3,336,592 | 1,708,874 |
Other indebtedness - current | 619,461 | 626,086 |
Common stock issuable | 50,000 | |
Current liabilities of discontinued operations held for sale | 140,068 | 1,315,581 |
Total Current Liabilities | 5,985,522 | 4,853,143 |
Lease liability | 44,333 | |
Other indebtedness - long-term | 25,200 | |
Long-term liabilities of discontinued operations held for sale | 144,149 | 119,657 |
Total Liabilities | 6,154,871 | 5,017,133 |
Commitments and Contingencies | ||
Series B redeemable preferred stock, no par value, $10,000 stated value, 300 shares authorized, 135 shares issued and outstanding at December 31, 2020 | 729,058 | |
Equity (Deficit) | ||
Series A preferred stock, no par value; $1.00 stated value; 6,500,000 shares authorized, 6,328,948 shares issued and outstanding at December 31, 2020 and 2019 | 4,975,503 | 4,975,503 |
Common stock, no par value; 100,000,000 shares authorized, 17,380,317 and 17,130,317 shares issued and outstanding at December 31, 2020 and 2019 | 6,083,480 | 6,029,328 |
Common stock warrants | 4,436,018 | 3,426,946 |
Accumulated deficit | (18,220,705) | (16,722,036) |
Generation Hemp equity | (2,725,704) | (2,290,259) |
Noncontrolling interest | (239,231) | (184,551) |
Total Equity (Deficit) | (2,964,935) | (2,474,810) |
Total Liabilities and Equity (Deficit) | $ 3,918,994 | $ 2,542,323 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,380,317 | 17,130,317 |
Common stock, shares outstanding | 17,380,317 | 17,130,317 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 6,500,000 | 6,500,000 |
Preferred stock, shares issued | 6,328,948 | 6,328,948 |
Preferred stock, shares outstanding | 6,328,948 | 6,328,948 |
Series B Redeemable Preferred Stock [Member] | ||
Preferred stock, par value | ||
Preferred stock, Stated Value | $ 10,000 | $ 10,000 |
Preferred stock, shares authorized | 300 | 300 |
Preferred stock, shares issued | 135 | 135 |
Preferred stock, shares outstanding | 135 | 135 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 90,000 | $ 7,500 |
Costs and Expenses | ||
Depreciation and amortization | 71,000 | 15,609 |
Impairment expense | 5,203,621 | |
Merger and acquisition costs | 99,880 | 512,801 |
General and administrative | 1,141,957 | 997,348 |
Total costs and expenses | 1,312,837 | 6,729,379 |
Operating loss | (1,222,837) | (6,721,879) |
Other expense (income) | ||
Interest and other income | (1) | (2,696) |
Change in fair value of marketable security | 9,882 | 217,041 |
Interest expense | 286,372 | 179,986 |
Total other expense | 296,253 | 394,331 |
Loss from continuing operations | (1,519,090) | (7,116,210) |
Loss from discontinued operations | (34,259) | (1,004,853) |
Net loss | (1,553,349) | (8,121,063) |
Less: net loss attributable to noncontrolling interests | (54,680) | (212,124) |
Net loss attributable to Generation Hemp | $ (1,498,669) | $ (7,908,939) |
Loss from continuing operations | ||
Basic | $ (0.08) | $ (3.60) |
Diluted | (0.08) | (3.60) |
Loss from discontinued operations | ||
Basic | 0 | (0.41) |
Diluted | 0 | (0.41) |
Earnings (loss) per share | ||
Basic | (0.09) | (4.01) |
Diluted | $ (0.09) | $ (4.01) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Mezzanine Equity | Preferred Stock | Common Stock | Common Stock Warrants | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at Dec. 31, 2018 | $ 9,118,691 | $ 4,975,503 | $ 889,697 | $ (6,411,483) | $ (546,283) | ||
Balance, shares at Dec. 31, 2018 | 412,500 | 6,328,948 | 418,342 | ||||
Cancellation of EHR Series A preferred stock in disposal of oil & gas property interests | $ (9,118,691) | ||||||
Cancellation of EHR Series A preferred stock in disposal of oil & gas property interests, shares | (412,500) | ||||||
Private placement of common stock | $ 125,000 | 125,000 | |||||
Private placement of common stock, shares | 165,611 | ||||||
Series C convertible preferred stock issuance | $ 850,000 | 850,000 | |||||
Series C convertible preferred stock issuance, shares | 34,000 | ||||||
Conversion of Series C preferred stock | $ (850,000) | $ 850,000 | |||||
Conversion of Series C preferred stock, shares | (34,000) | 2,414,773 | |||||
Distribution of promissory note to shareholders | (208,099) | (208,099) | |||||
Reverse acquisition of EHR | $ 5,051,822 | 5,051,822 | |||||
Reverse acquisition of EHR, shares | 13,653,574 | ||||||
Noncontrolling interest in consolidated subsidiary | $ (1,864,697) | 1,723,102 | 141,595 | ||||
Noncontrolling interest in consolidated subsidiary, shares | (2,998,726) | ||||||
Acquisition of noncontrolling interests | $ 603,693 | 3,426,946 | (3,916,617) | (114,022) | |||
Acquisition of noncontrolling interests, shares | 2,414,773 | ||||||
Conversion of shareholder note to common stock | $ 373,813 | 373,813 | |||||
Conversion of shareholder note to common stock, shares | 1,061,970 | ||||||
Net loss | (7,908,939) | (212,124) | (8,121,063) | ||||
Balance at Dec. 31, 2019 | $ 4,975,503 | $ 6,029,328 | 3,426,946 | (16,722,036) | (184,551) | (2,474,810) | |
Balance, shares at Dec. 31, 2019 | 6,328,948 | 17,130,317 | |||||
Issuance of common stock units | $ 54,152 | 45,848 | 100,000 | ||||
Issuance of common stock units, shares | 250,000 | ||||||
Issuance of Series B preferred units | $ 729,058 | 620,942 | 620,942 | ||||
Issuance of Series B preferred units, shares | 135 | ||||||
Issuance of warrants with subordinated note | 114,094 | 114,094 | |||||
Issuance of warrants with secured note | 228,188 | 228,188 | |||||
Net loss | (1,498,669) | (54,680) | (1,553,349) | ||||
Balance at Dec. 31, 2020 | $ 729,058 | $ 4,975,503 | $ 6,083,480 | $ 4,436,018 | $ (18,220,705) | $ (239,231) | $ (2,964,935) |
Balance, shares at Dec. 31, 2020 | 135 | 6,328,948 | 17,380,317 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (1,553,349) | $ (8,121,063) |
Loss from discontinued operations | (34,259) | (1,004,853) |
Net loss from continuing operations | (1,519,090) | (7,116,210) |
Adjustments to reconcile net loss from continuing operations to net cash from operating activities: | ||
Depreciation expense | 71,000 | 15,609 |
Loss on disposal of property and equipment | 539 | |
Impairment expense | 5,203,621 | |
Change in fair value of marketable securities | 9,882 | 217,041 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (18,757) | |
Accounts payable and accrued liabilities | 572,466 | 23,545 |
Net cash from operating activities – continuing operations | (865,203) | (1,675,151) |
Net cash from operating activities – discontinued operations | 31,716 | 161,680 |
Net cash from operating activities | (833,487) | (1,513,471) |
Cash Flows From Investing Activities | ||
Additions to property and equipment | (136,584) | |
Proceeds from disposal of property and equipment | 1,000 | |
Reverse merger with Home Treasure Finders, Inc., net of acquired cash | 291 | |
Net cash from investing activities – continuing operations | (135,293) | |
Net cash from investing activities – discontinued operations | (17,333) | |
Net cash from investing activities | (152,626) | |
Cash Flows From Financing Activities | ||
Proceeds for common stock issuable | 50,000 | |
Issuance of common stock units | 100,000 | 125,000 |
Proceeds from Series B redeemable preferred stock | 1,350,000 | |
Proceeds from EHR Series C convertible preferred stock issuance | 850,000 | |
Proceeds from SBA PPP loan | 25,200 | |
Proceeds from secured note | 1,000,000 | |
Proceeds from subordinated notes | 990,000 | 370,770 |
Payment of mortgage payable | (6,625) | (5,288) |
Net cash from financing activities – continuing operations | 3,508,575 | 1,340,482 |
Net cash from financing activities – discontinued operations | ||
Net cash from financing activities | 3,508,575 | 1,340,482 |
Net change in cash | 2,675,088 | (325,615) |
Cash, beginning of period | 101,337 | 426,952 |
Cash, end of period | $ 2,776,425 | $ 101,337 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of the Business | 1. Description of the Business Generation Hemp, Inc. (the "Company"), formerly known as Home Treasure Finders, Inc. ("HTF"), was initially incorporated on July 28, 2008 in the State of Colorado. On November 27, 2019, HTF purchased approximately 68% of the common stock of Energy Hunter Resources, Inc. ("EHR") through the issuance of 6,328,948 shares of the Company's Series A Preferred Stock ("Series A Preferred"). Each share of the Series A Preferred; (a) converts into 12 shares of common stock of the Company, (b) possesses full voting rights, on an as-converted basis, with the common stock of the Company, and (c) has no dividend rate. The acquisition, together with the other transactions contemplated by the Stock Purchase Agreement, dated August 15, 2019 are referred to herein as the "Transaction". In connection with the closing of the Transaction, HTF changed its name to Generation Hemp, Inc. In an exchange transaction also effective November 27, 2019, the Company acquired an additional 26% of the common stock of EHR through the issuance of common stock and warrants (see Note 9). The Company owns approximately 94% of the issued and outstanding common stock of EHR. Thus, EHR is a majority-owned subsidiary of the Company. EHR was formerly an oil and gas exploration and production company. As of December 31, 2020, EHR held an 8% working interest in an oil & gas property located in Cochran County, Texas within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR's oil & gas activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each of the periods presented. Our management team has been and continues to actively review acquisition candidates of growing hemp companies that operate within a number of vertical businesses within the midstream sector that are attractive to us and within the hemp supply chain. We presently generate revenue from rental of our "Cannabis Zoned" (Hemp) warehouse property located in Denver, Colorado leased to a hemp seed company. Going Concern and Management's Plans – Management plans to continue to pursue additional funding opportunities, in order for the Company to meet its obligations as they become due and may not be successful in obtaining additional financing. In the event financing cannot be obtained, the Company may not be able to satisfy its obligations as they become due. Based on these factors, there is substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Impact of COVID-19 Pandemic on Our Business – Our business, results of operations and financial condition were adversely affected by the COVID-19 pandemic, beginning in mid-March 2020. The COVID-19 pandemic and measures taken to contain it have subjected our business, results of operations, financial condition, stock price and liquidity to a number of material risks and uncertainties, all of which may continue or worsen. The extent of the potential effect of the COVID-19 pandemic will depend on future actions and outcomes, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the outbreak, the short-term and long-term economic impact of the outbreak (including the effect on consumer discretionary spending and our employees in the markets in which we operate), the actions taken to mitigate the impact of the virus, and the pace of economic and financial market recovery when the COVID-19 pandemic subsides, among others. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation – Stockholders' deficit of the accounting acquirer, EHR, has been retroactively restated for the equivalent number of shares issued to the accounting acquirer. Similarly, shares outstanding and earnings per share have also been also retroactively restated based on the equivalent number of shares issued to the accounting acquirer. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and U.S. Securities and Exchange Commission regulations. The consolidated financial statements comprise the financial statements of the Company, its wholly-owned subsidiaries, and subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated upon consolidation. Business Combinations – Use of Estimates – Revenue Recognition – Cash – Property and Equipment - p Impairment of Long-Lived Assets Oil and Gas Properties – Exploration costs, including geological and geophysical expenses and delay rentals, are charged to expense as incurred. Exploratory drilling costs, including the cost of stratigraphic test wells, are initially capitalized but are charged to exploration expense if the well is determined to be nonproductive at that time. The determination of an exploratory well's ability to produce must be made within one year from the completion of drilling activities. The acquisition costs of unproved acreage are initially capitalized and carried at cost, net of accumulated impairment provisions, until such leases are transferred to proved properties or charged to exploration expense as impairments of unproved properties. The Company computes its provision for depreciation, depletion & amortization ("DD&A") on its proved producing properties under the unit-of-production method. Acquisition costs of proved properties are depleted based on total proved reserves while well costs are depleted based on proved developed reserves. Reserve estimates are expected to have a significant impact on the DD&A rate. The Company reviews its unproved oil and gas properties at least annually to determine if there has been impairment. To the extent that the carrying cost of a property exceeds its estimated fair value, the Company makes a provision for impairment that is recorded in the statement of operations. When circumstances indicate that the carrying value of proved oil and gas properties may not be recoverable, the Company compares capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on estimates of future oil and gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in the ASC 820. If applicable, the Company utilizes prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. These fair value measurements are classified as Level 3 in the fair value hierarchy. Investment in Common Stock – In February 2019, the investee was acquired by a public company whose common stock has a readily determinable market value. As such, the Company began accounting for the investment in common stock at its fair value with unrealized gains and losses included in income. The Company recognized unrealized losses of $9,882 in 2020 and $217,041 in 2019. Asset Retirement Obligations – Asset retirement obligations are recorded as a liability at their estimated present value at the asset's inception, with an offsetting increase to producing properties in the accompanying balance sheet which is amortized to expense on a unit-of-production basis. Periodic accretion of the discount on asset retirement obligations is recorded as expense. Common stock Units Issuable – Noncontrolling Interest Earnings (loss) per Share – Fair Value Measurements – Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of cash, accounts receivable, and accounts payable approximate the carrying amount due to the relatively short maturity of these instruments. The Company's non-financial assets measured at fair value on non-recurring basis include impairment measurements of oil and gas properties and warrants issued as part of financing transactions. These are considered Level 3 measurements as they involve significant unobservable inputs. Fair value of the investment in common stock is determined based on a level 1 input for periods after it became publicly traded. Income Taxes – The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain tax positions as of December 31, 2020 or 2019. Income tax returns we file may be routinely examined by tax authorities. The statute of limitations is currently open for tax returns filed after 2016. The Company is subject to the Texas margin tax; however, tax expense was zero for the years ended December 31, 2020 and 2019. Major Customer and Concentration of Credit Risk – Our rental income is derived from a single lessee. There were no amounts due from this customer at December 31, 2020 or 2019. Reclassifications Financial statements presented for prior periods include reclassifications that were made to conform to the current-year presentation. Recent Accounting Pronouncements – Leases, In December 2019, the FASB issued ASU 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard will be effective for us in the first quarter of 2021. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. |
Merger with Home Treasure Finde
Merger with Home Treasure Finders | 12 Months Ended |
Dec. 31, 2020 | |
Merger with Home Treasure Finders [Abstract] | |
Merger with Home Treasure Finders | 3. Merger with Home Treasure Finders On November 27, 2019, HTF completed the purchase of approximately 68% of the common stock of EHR through the issuance of 6,328,948 shares of the Company's Series A Preferred. As discussed above, the acquisition of EHR by HTF has been accounted for as a reverse merger. The fair value of the assets acquired and liabilities assumed are based on management's estimates. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Assets acquired: Cash $ 291 Property and equipment 1,012,500 Liabilities assumed: Accounts payable (78,226 ) Convertible note payable (208,099 ) Mortgage payable (630,691 ) Net assets acquired 95,775 Purchase consideration paid - Common stock 5,051,822 Goodwill $ 4,956,047 An impairment analysis performed as of the date of closing showed that the acquired goodwill was fully impaired. As such, goodwill impairment expense of $4,956,047 was recorded subsequent to the Transaction in 2019. The consolidated statement of operations for the year ended December 31, 2019 includes $7,500 of HTF revenue and HTF losses of $4,952,563 since the acquisition date. The following unaudited pro forma consolidated results of operations for 2019 have been prepared as if the Transaction had occurred as of January 1, 2019: Year ended Revenue, continuing operations $ 69,381 Loss from continuing operations $ (7,176,631 ) Earnings (loss) per common share: Basic and diluted $ (4.04 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results. Sale of HTF's Legacy Business As alternative consideration to paying the purchase price in cash, the Bill of Sale provided that Mr. Wiegand had the right to redeem a portion of his existing common stock ownership in the Company as consideration for purchase of the Legacy Business, in lieu of paying cash. Based on an agreed upon reference price of $0.37 per share of common stock of the Company, Mr. Wiegand redeemed ownership equivalent to 432,432 shares to satisfy the required payment of the Legacy Business sale price. Pursuant to certain provisions set forth in the Stock Purchase Agreement entered into at the time of the Transaction, the shares of common stock utilized by Mr. Wiegand for payment of the Legacy Business purchase price were returned to the Company's treasury and have been re-issued on a pro rata basis to the shareholders of record of the Company (other than Mr. Wiegand) as of the day immediately preceding the date of closing under the Stock Purchase Agreement. The Company recognized no gain or loss on the Legacy Business sale. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 4. Discontinued Operations In connection with the Transaction, management determined to fully divest of EHR's oil and gas activities. These activities are presented as discontinued operations for each of the periods presented and are being actively marketed for sale. The following is a summary of the carrying amounts of major classes of assets and liabilities of the discontinued operations to assets and liabilities held for sale: December 31, 2020 2019 Assets Accounts receivable - Current assets of discontinued operations held for sale $ - $ 20,835 Oil and Natural Gas Properties held for sale, at cost, using the successful efforts method 1,874,849 5,285,340 Accumulated DD&A (1,874,849 ) (4,089,179 ) Total oil and gas properties, net of discontinued operations held for sale - 1,196,161 Total assets of discontinued operations held for sale $ - $ 1,216,996 Liabilities Accrued liabilities $ 31,117 $ 92,196 Asset retirement obligations 56,834 52,776 Revenue payable 52,117 70,609 Note payable - 1,100,000 Current liabilities of discontinued operations held for sale 140,068 1,315,581 Asset retirement obligations - Long-term liabilities of discontinued operations held for sale 144,149 119,657 Total liabilities of discontinued operations held for sale $ 284,217 $ 1,435,238 The following is a summary of the major classes of line items constituting loss on discontinued operations shown in the consolidated statements of operations: Year ended 2020 2019 Revenue Oil and gas sales $ 103,097 $ 485,655 Overhead fees - 31,000 Total revenue 103,097 516,655 Costs and Expenses Lease operating expense 93,709 377,486 Depreciation, depletion & amortization 9,942 82,300 Accretion 34,796 32,974 Gain on disposal of oil & gas property interests (24,008 ) (1,666,790 ) Impairment & abandonment - 3,730,678 Mergers & acquisition costs - 100,000 Total costs and expenses 114,439 2,656,648 Other income - (1,176,390 ) Interest expense 22,917 41,250 Income from discontinued operations $ (34,259 ) $ (1,004,853 ) San Andres Acquisition #2 – San Andres Acquisition #3 – 2019 Disposal of Oil & Gas Property Interests – Impairment of Oil & Gas Property Interests – 2020 Disposal of Gap Band Property Interest – |
Notes Payable _ Related Parties
Notes Payable – Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Notes Payable – Related Parties | 5. Notes Payable – Related Parties Notes payable – related parties consisted of the following: December 31, 2020 2019 Senior Secured Promissory Note $ 1,500,000 $ 1,500,000 Convertible Promissory Note 208,874 208,874 Subordinated Promissory Note to CEO 490,000 - Secured Promissory Note to Coventry Asset Management, LTD. 1,000,000 - Subordinated Promissory Note to Investor 500,000 - Total 3,698,874 1,708,874 Less debt discounts (362,282 ) - Total Notes Payable – Related Parties $ 3,336,592 $ 1,708,874 Senior Secured Promissory Note – The Company and SOHL agreed to nine interim extensions of the maturity date. As extended, the maturity date was April 30, 2020. There have been no formal demands of repayment since this maturity. The interest rate of the Senior Secured Promissory Note is 12%. The contingent put option in the Senior Secured Promissory Note is an embedded derivative that is recorded at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the Company's common stock and assumptions regarding the probability that the contingent put will be exercised. Management determined that the probability that the convertible note will be settled in shares was near zero at inception and has remained near zero during the term of the promissory note. The holder has indicated to the Company that they do not intend to exercise the conversion option. Therefore, the Company concluded that the fair value of the embedded derivative was near zero throughout the term of the convertible note. Accrued interest and fees on the Senior Secured Promissory Note were $417,500 and $247,500 at December 31, 2020 and 2019, respectively. Convertible Promissory Note EHR distributed the convertible promissory note receivable to its shareholders prior to consummation of the Transaction. Subordinated Promissory Note to CEO – Secured Promissory Note and Warrants to Coventry Asset Management, LTD. – In addition, the holder of the secured promissory note received a warrant to purchase 1,000,000 shares of common stock exercisable until December 30, 2022 at an exercise price of $0.352 per share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction. Subordinated Promissory Note and Warrants to Investor – If at any time prior to September 30, 2021, the Company raises new equity capital in the amount of $5,000,000 or more, then within five business days of closing, repayment of all outstanding principal and interest on the Subordinated Note will be due. In addition, the holder of the subordinated note received a warrant to purchase 500,000 shares of common stock exercisable until December 30, 2022 at an exercise price of $0.352 per share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction. The warrants may only be exercised for cash. |
Other Indebtedness
Other Indebtedness | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Other Indebtedness | 6. Other Indebtedness Other indebtedness consisted of the following: December 31, 2020 2019 Mortgage Payable $ 619,461 $ 626,086 Paycheck Protection Program Loan 25,200 - Total 644,661 626,086 Less current portion (619,461 ) (626,086 ) Total Other Indebtedness - Long-Term $ 25,200 $ - Mortgage Payable and Operating Lease – The Company leases the Denver warehouse property to a tenant under an operating leases expiring June 30, 2021 for a monthly rent of $7,500. The lease requires the tenant reimburse us for property taxes and insurance and maintains the interior and exterior of the warehouse (except for the roof). Minimum future rents for 2021 are $45,000. Paycheck Protection Program Loan – PPP loan recipients may be eligible to have their loans forgiven if the funds were used for eligible expenses over the eight-week coverage period commencing when the loan was originally disbursed. The amount of forgiveness may be reduced if the percentage of eligible expenses attributed to nonpayroll expenses exceeds 25% of the loan, if employee headcount decreases, or compensation decreases by more than 25% for each employee making less than $100,000 per year, unless the reduced headcount or compensation levels are restored. On April 29, 2020, Generation Hemp, Inc. received disbursement of an approved PPP loan in the amount of $25,200. The Company anticipates that this entire disbursement amount will be forgiven under the current program requirements for forgiveness eligibility. Other Indebtedness Maturities Year ending December 31, 2021 $ 619,461 2022 25,200 Total $ 644,661 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases – This office lease required monthly payments of $10,802 until its expiration on May 31, 2021. No rent payments have been made since abandonment. The lessor has made a claim for rent and the Company made a counterclaim due to the premises being uninhabitable due to the actions of other tenants located on the floor. At December 31, 2019, the Company had accrued unpaid rent totaling $252,583. The discount rate used in computing the lease obligation was 10%. Rent expense for 2020 and 2019 totaled $8,380 and $64,323, respectively. Litigation – JDONE, LLC v. Grand Traverse Holdings, LLC and John Gallegos, Denver District Court Case No. 2019CV33723 JDONE is a wholly owned subsidiary of the Company and landlord of a commercial warehouse building that was leased to Grand Traverse on December 31, 2018 for a term of 61 months, with a personal guaranty from Defendant John Gallegos. On April 12, 2019, Grand Traverse presented JDONE with a forged, signed copy of the draft early termination amendment that JDONE had previously rejected. JDONE has suffered damages due to Defendant's misconduct of approximately $823,504 plus interest and attorney's fees. A court ordered mediation was held in May 2020 without success. All material defendant motions have been denied by the court. The case is set for jury trial in calendar year 2021. KBSIII Tower at Lake Carolyn, LLC and Prime US-Tower at Lake Carolyn, LLC (collectively – "KBSIII") vs. Energy Hunter Resources, Inc. Plaintiff/Counterdefendant KBSIII is seeking lost rent on office space for periods after EHR vacated office premises located in Las Colinas, Texas. EHR has filed a counter suit alleging specific damages due to uninhabitable premises of the office space due to the intolerable conduct of other tenants located on the same floor. On December 23, 2020, the trial court entered a summary judgment against EHR for $230,712. The judgment provides for post-judgment interest at a rate of 5% per annum until paid and further provides for additional amounts owed should EHR pursue unsuccessful appeals to higher courts. The previous judge who entered the judgment has left the bench. A new judge has been appointed to this court and the Company has filed a motion for a new trial based upon erroneous amounts awarded in the summary judgment. Arbitration – Jones & Keller, P.C. In February 2021, Jones & Keller, P.C., a Denver law firm that previously represented the Company, filed an arbitration demand against the Company and JDONE, LLC for the payment of alleged legal fees owing regarding our lawsuit against Grand Traverse Holdings, LLC discussed above. We subsequently engaged new legal counsel and filed a counterclaim for charging inappropriate and unreasonable legal fees and for unreasonable, unnecessary and duplicative work. An arbitration hearing is anticipated by summer 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes No amounts were recorded for income tax expense during the years ended December 31, 2020 or 2019. A reconciliation of the expected statutory federal tax and the total income tax expense from continuing operations was as follows: Year Ended 2020 2019 Federal statutory rate $ (319,008 ) $ (1,494,404 ) State income taxes, net (31,480 ) (229,304 ) Change in valuation allowance 312,464 847,899 Other, net 38,024 875,809 Total income tax expense $ - $ - The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following: December 31, 2020 2019 Assets: Net operating loss carryforwards $ 2,200,036 $ 1,869,228 Property and equipment 27,847 27,847 Other 292,673 311,017 Subtotal 2,520,556 2,208,092 Valuation allowance (2,520,556 ) (2,208,092 ) Net deferred tax asset $ - $ - The Company has federal net operating loss ("NOL") carryforwards of approximately $10.3 million at December 31, 2020, of which about $169,000 begin to expire in 2034 and the remainder have no expiration. The Company estimates that a majority of its NOL carryforwards are subject to annual limitations under Internal Revenue Code Section 382 as a result of ownership changes at various times including in the Transaction. These NOL carryforwards may never be utilized by the Company. The Company is delinquent in filing its federal and state tax returns for the years 2018 and 2019. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | 9. Equity EHR Series A Redeemable Preferred Stock – On March 1, 2019, all outstanding shares of the EHR Series A Preferred Stock and accrued dividends thereon were returned and cancelled in the disposal of oil & gas property interests. Refer to Note 4 for more discussion. 2019 Private Placement of Common Stock Series A Preferred Stock – EHR Series C Preferred Stock – In an exchange transaction effective November 27, 2019, the Company acquired these noncontrolling interests representing approximately 26% of the ownership of EHR through the issuance of 2,414,773 shares of Company common stock and 14,488,638 warrants for the purchase of Company common stock. The warrants have an exercise price of $0.352 per share and expire on November 27, 2021. The warrants may be redeemed beginning October 1, 2020 for $0.0001 per warrant at the Company's option with 30-days advanced notice should the volume weighted average price exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. One-half of the warrants have a cashless exercise feature. February 2020 Issuance of Common Stock Units— The common stock issued in the exchange was valued using the traded price of the common stock on February 20, 2020. The warrants were valued at $45,848 using a binomial lattice valuation model using inputs as of the exchange date. Our expected volatility assumption was based on the historical volatility of the Company's common stock (252%). The expected life assumption was based on the expiration date of the warrant (two years). The risk-free interest rate for the expected term of the warrant was based on the U.S. Treasury yield curve in effect at the time of measurement (1.39%). The warrants are classified within equity in the consolidated balance sheets. Under GAAP, the anti-dilution provisions will be accounted for if and when these provisions are triggered. December 2020 Issuance of Series B Preferred Stock Units— The sale of the preferred stock units for $10,000 each resulted in aggregate gross proceeds of approximately $1.35 million, before deducting estimated offering expenses payable by the Company. Substantially all of the proceeds raised in the offering were used to fund the acquisition of assets of Halcyon Thruput, LLC, expenses related thereto and for general corporate purposes. Each share of Series B Preferred Stock is initially convertible into 25,000 shares of common stock, subject to adjustment. Holders of Series B Preferred Stock are entitled to receive dividends of 6.00% per annum based on the stated value equal to $10,000 per share. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the related certificate of designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its common stock, (e) enter into any agreement with respect to any of the foregoing, or (f) pay cash dividends or distributions on any equity securities of the Company other than pursuant to the terms of the its outstanding Series B Preferred Stock. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. Beginning the later of June 30, 2021 or the effectiveness of any registration statement registering the underlying common shares, all or any portion of the Series B Preferred Stock may be converted, at their holder's option, into 25,000 shares of common stock, as adjusted for any stock dividends, splits, combinations or similar events. At any time after the occurrence of a "Qualifying Event," the Company, upon 5-day written notice, shall have the right to cause each share of Series B Preferred Stock (and all accrued in-kind dividends with respect thereto) to be converted into common stock. For purposes this automatic conversion of the Series B Preferred Stock, a "Qualifying Event" shall have occurred if (A) (1) the rolling five (5)-trading day volume-weighted average trading price of shares of the common stock exceeds $1.00, and (2) there shall be an effective registration statement under the Securities Act of 1933, as amended covering all of the shares of common stock which would be issuable upon conversion of all of the outstanding shares of Series B Preferred Stock or (B) the Company closes a firm commitment underwriting of the common stock on a Form S-1 Registration Statement with aggregate gross proceeds of at least $5,000,000 at a price per share equal to or greater than $1.00. In each instance, a conversion may not be made unless the Company has filed an amendment to its Articles of Incorporation effecting an increase in its authorized common stock so that the Company has a sufficient number of authorized and unissued shares of common stock so as to permit the conversion of all outstanding shares. The Series B Preferred Stock may be redeemed by the Company for its stated value, plus accrued and unpaid dividends, at any time. On March 31, 2021, and June 30, 2021, September 30, 2021, December 31, 2021, a payment of 12.5% of the total amount of Series B Preferred Stock then outstanding plus accrued dividends will be due from the Company to each Holder of Series B Preferred Stock as a partial redemption by the Company of such Holder. Each warrant is exercisable until December 30, 2022 at an exercise price of $0.352 per share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction. The warrants may only be exercised for cash. Common Stock Warrants Outstanding – # of Warrants Exercise Expiration Date Method of Issued upon exchange of EHR Series C Preferred Stock (1) 7,244,319 $ 0.352 November 27, 2021 Cash Issued upon exchange of EHR Series C Preferred Stock (1) 7,244,319 $ 0.352 November 27, 2021 Cashless Total warrants outstanding at December 31, 2019 14,488,638 Issued in February 2020 with common stock units (2) 250,000 $ 0.400 March 1, 2022 Cash Issued in December 2020 with Series B preferred units (1) 6,750,000 $ 0.352 December 30, 2022 Cash Issued in December 2020 with subordinated note to investor (1) 500,000 $ 0.352 December 30, 2022 Cash Issued in December 2020 with secured note to Coventry Asset Management, LTD. (1) 1,000,000 $ 0.352 December 31, 2022 Cash Total warrants outstanding at December 31, 2020 22,988,638 (1) May be redeemed for $0.0001 per warrant at the Company's option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. (2) Contains certain anti-dilution provisions requiring a downward adjustment to the exercise price of the warrant if dilutive instruments are issued at prices less than the warrant exercise price. Certain of these warrants have been subsequently exercised as discussed in Note 12. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 10. Supplemental Cash Flow Information Year ended 2020 2019 Cash paid for interest $ 162 $ - Cash paid for taxes - - Noncash investing and financing activities: Initial recognition of right to use asset and lease liabilities - 279,111 Right of use asset amortization - 31,537 Apply deposit against lease liability - 10,690 Recognition of noncontrolling interests in reverse merger - 95,743 Conversion of Series C preferred stock into common stock - 850,000 Acquisition of noncontrolling interests - (114,022 ) Conversion of shareholder note to common stock - 373,813 Distribution of promissory note to shareholders - 208,099 Gap Band property interest disposal 1,186,219 - Settlement of note payable in disposal of Gap Band property interest (1,100,000 ) - Issuance of warrants with Series B preferred units 620,942 - Issuance of warrants with subordinated note 114,094 - Issuance of warrants with secured note 228,188 - |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 11. Earnings (Loss) per Share The following table is a calculation of the earnings (loss) per basic and diluted share: For the year ended 2020 2019 Amounts attributable to Generation Hemp: Numerator Loss from continuing operations attributable to common stockholders $ (1,466,555 ) $ (7,102,542 ) Loss from discontinued operations (32,114 ) (806,397 ) Net loss attributable to common stockholders $ (1,498,669 ) $ (7,908,939 ) Denominator Weighted average shares used to compute basic EPS 17,346,164 1,973,662 Dilutive effect of convertible promissory note - - Dilutive effect of preferred stock 75,965,819 75,947,376 Dilutive effect of common stock warrants 14,686,725 1,389,321 Weighted average shares used to compute diluted EPS 107,998,708 79,310,359 Earnings (loss) per share: Loss from continuing operations Basic $ (0.08 ) $ (3.60 ) Diluted $ (0.08 ) $ (3.60 ) Loss from discontinued operations Basic $ (0.00 ) $ (0.41 ) Diluted $ (0.00 ) $ (0.41 ) Earnings (loss) per share Basic $ (0.09 ) $ (4.01 ) Diluted $ (0.09 ) $ (4.01 ) The computation of diluted earnings per common share excludes the assumed conversion of the Series A Preferred Stock, Series B Preferred Stock and convertible promissory note as well as the exercise of common stock warrants in periods when we report a loss. The dilutive effect of the assumed exercise of outstanding warrants was calculated using the treasury stock method a |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Acquisition of Assets of Halcyon Thruput, LLC – Concurrent with the closing of the asset acquisition, the Company entered into term employment agreements with Jack Sibley and Watt Stephens to serve as Vice Presidents of GenH Halcyon Acquisition, LLC for a term of at least two years. The term employment agreements each provide for the issuance of 250,000 shares of restricted common stock of the Company as a signing bonus. Such shares are subject to restrictions on the trading or transfer of such common stock as described therein. Further, the term employment agreements each provide for the payment by the executives of liquidated damages if the employee terminates his employment without good reason during the initial term, other than due to the employee's death or disability. Such liquidated damages total $600,000 if such termination occurs on or prior to January 11, 2022 or $375,000 if such termination occurs after January 11, 2022 and prior to January 11, 2023. The Company will continue Halcyon Thruput's business of providing post-harvest and midstream services to growers by drying, processing, cleaning, stripping harvested hemp directly from the field and wetbaled at its 48,000 square foot facility located in Hopkinsville, Kentucky. Additionally, the Company will offer safe storage services for processed hemp, which enables farmers to maximize strategic market timing. 2021 Issuances of Common Stock Units Warrant Exercises – Repayment of Promissory Note for Halcyon Acquisition – Conversion of Convertible Promissory Note Contrbution of Senior Secured Promissory Note – Sale of Investment in Common Stock – Upgrade to OTCQB Market |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – Stockholders' deficit of the accounting acquirer, EHR, has been retroactively restated for the equivalent number of shares issued to the accounting acquirer. Similarly, shares outstanding and earnings per share have also been also retroactively restated based on the equivalent number of shares issued to the accounting acquirer. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and U.S. Securities and Exchange Commission regulations. The consolidated financial statements comprise the financial statements of the Company, its wholly-owned subsidiaries, and subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated upon consolidation. |
Business Combinations | Business Combinations – |
Use of Estimates | Use of Estimates – |
Revenue Recognition | Revenue Recognition – |
Cash | Cash – |
Property and Equipment | Property and Equipment - p |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Oil and Gas Properties | Oil and Gas Properties – Exploration costs, including geological and geophysical expenses and delay rentals, are charged to expense as incurred. Exploratory drilling costs, including the cost of stratigraphic test wells, are initially capitalized but are charged to exploration expense if the well is determined to be nonproductive at that time. The determination of an exploratory well's ability to produce must be made within one year from the completion of drilling activities. The acquisition costs of unproved acreage are initially capitalized and carried at cost, net of accumulated impairment provisions, until such leases are transferred to proved properties or charged to exploration expense as impairments of unproved properties. The Company computes its provision for depreciation, depletion & amortization ("DD&A") on its proved producing properties under the unit-of-production method. Acquisition costs of proved properties are depleted based on total proved reserves while well costs are depleted based on proved developed reserves. Reserve estimates are expected to have a significant impact on the DD&A rate. The Company reviews its unproved oil and gas properties at least annually to determine if there has been impairment. To the extent that the carrying cost of a property exceeds its estimated fair value, the Company makes a provision for impairment that is recorded in the statement of operations. When circumstances indicate that the carrying value of proved oil and gas properties may not be recoverable, the Company compares capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on estimates of future oil and gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in the ASC 820. If applicable, the Company utilizes prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. These fair value measurements are classified as Level 3 in the fair value hierarchy. |
Investment in Common Stock | Investment in Common Stock – In February 2019, the investee was acquired by a public company whose common stock has a readily determinable market value. As such, the Company began accounting for the investment in common stock at its fair value with unrealized gains and losses included in income. The Company recognized unrealized losses of $9,882 in 2020 and $217,041 in 2019. |
Asset Retirement Obligations | Asset Retirement Obligations – Asset retirement obligations are recorded as a liability at their estimated present value at the asset's inception, with an offsetting increase to producing properties in the accompanying balance sheet which is amortized to expense on a unit-of-production basis. Periodic accretion of the discount on asset retirement obligations is recorded as expense. |
Common stock units issuable | Common stock Units Issuable – |
Noncontrolling Interest | Noncontrolling Interest |
Earnings (loss) per Share | Earnings (loss) per Share – |
Fair Value Measurements | Fair Value Measurements – Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of cash, accounts receivable, and accounts payable approximate the carrying amount due to the relatively short maturity of these instruments. The Company's non-financial assets measured at fair value on non-recurring basis include impairment measurements of oil and gas properties and warrants issued as part of financing transactions. These are considered Level 3 measurements as they involve significant unobservable inputs. Fair value of the investment in common stock is determined based on a level 1 input for periods after it became publicly traded. |
Income Taxes | Income Taxes – The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain tax positions as of December 31, 2020 or 2019. Income tax returns we file may be routinely examined by tax authorities. The statute of limitations is currently open for tax returns filed after 2016. The Company is subject to the Texas margin tax; however, tax expense was zero for the years ended December 31, 2020 and 2019. |
Major Customer and Concentration of Credit Risk | Major Customer and Concentration of Credit Risk – Our rental income is derived from a single lessee. There were no amounts due from this customer at December 31, 2020 or 2019. |
Reclassifications | Reclassifications Financial statements presented for prior periods include reclassifications that were made to conform to the current-year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – Leases, In December 2019, the FASB issued ASU 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard will be effective for us in the first quarter of 2021. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. |
Merger with Home Treasure Fin_2
Merger with Home Treasure Finders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Merger with Home Treasure Finders [Abstract] | |
Schedule of estimated fair value of the assets acquired and liabilities assumed | Assets acquired: Cash $ 291 Property and equipment 1,012,500 Liabilities assumed: Accounts payable (78,226 ) Convertible note payable (208,099 ) Mortgage payable (630,691 ) Net assets acquired 95,775 Purchase consideration paid - Common stock 5,051,822 Goodwill $ 4,956,047 |
Schedule of pro forma consolidated results of operations | Year ended Revenue, continuing operations $ 69,381 Loss from continuing operations $ (7,176,631 ) Earnings (loss) per common share: Basic and diluted $ (4.04 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations to assets and liabilities | December 31, 2020 2019 Assets Accounts receivable - Current assets of discontinued operations held for sale $ - $ 20,835 Oil and Natural Gas Properties held for sale, at cost, using the successful efforts method 1,874,849 5,285,340 Accumulated DD&A (1,874,849 ) (4,089,179 ) Total oil and gas properties, net of discontinued operations held for sale - 1,196,161 Total assets of discontinued operations held for sale $ - $ 1,216,996 Liabilities Accrued liabilities $ 31,117 $ 92,196 Asset retirement obligations 56,834 52,776 Revenue payable 52,117 70,609 Note payable - 1,100,000 Current liabilities of discontinued operations held for sale 140,068 1,315,581 Asset retirement obligations - Long-term liabilities of discontinued operations held for sale 144,149 119,657 Total liabilities of discontinued operations held for sale $ 284,217 $ 1,435,238 |
Schedule of discontinued operations shown in the consolidated statements of operations | Year ended 2020 2019 Revenue Oil and gas sales $ 103,097 $ 485,655 Overhead fees - 31,000 Total revenue 103,097 516,655 Costs and Expenses Lease operating expense 93,709 377,486 Depreciation, depletion & amortization 9,942 82,300 Accretion 34,796 32,974 Gain on disposal of oil & gas property interests (24,008 ) (1,666,790 ) Impairment & abandonment - 3,730,678 Mergers & acquisition costs - 100,000 Total costs and expenses 114,439 2,656,648 Other income - (1,176,390 ) Interest expense 22,917 41,250 Income from discontinued operations $ (34,259 ) $ (1,004,853 ) |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable Related Parties | |
Schedule of notes payable related parties | December 31, 2020 2019 Senior Secured Promissory Note $ 1,500,000 $ 1,500,000 Convertible Promissory Note 208,874 208,874 Subordinated Promissory Note to CEO 490,000 - Secured Promissory Note to Coventry Asset Management, LTD. 1,000,000 - Subordinated Promissory Note to Investor 500,000 - Total 3,698,874 1,708,874 Less debt discounts (362,282 ) - Total Notes Payable – Related Parties $ 3,336,592 $ 1,708,874 |
Other Indebtedness (Tables)
Other Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of other indebtedness | December 31, 2020 2019 Mortgage Payable $ 619,461 $ 626,086 Paycheck Protection Program Loan 25,200 - Total 644,661 626,086 Less current portion (619,461 ) (626,086 ) Total Other Indebtedness - Long-Term $ 25,200 $ - |
Schedule of other indebtedness maturities | Year ending December 31, 2021 $ 619,461 2022 25,200 Total $ 644,661 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of statutory federal tax and expense from continuing operations | Year Ended 2020 2019 Federal statutory rate $ (319,008 ) $ (1,494,404 ) State income taxes, net (31,480 ) (229,304 ) Change in valuation allowance 312,464 847,899 Other, net 38,024 875,809 Total income tax expense $ - $ - |
Schedule of deferred tax assets and liabilities | December 31, 2020 2019 Assets: Net operating loss carryforwards $ 2,200,036 $ 1,869,228 Property and equipment 27,847 27,847 Other 292,673 311,017 Subtotal 2,520,556 2,208,092 Valuation allowance (2,520,556 ) (2,208,092 ) Net deferred tax asset $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of warrants outstanding | # of Warrants Exercise Expiration Date Method of Issued upon exchange of EHR Series C Preferred Stock (1) 7,244,319 $ 0.352 November 27, 2021 Cash Issued upon exchange of EHR Series C Preferred Stock (1) 7,244,319 $ 0.352 November 27, 2021 Cashless Total warrants outstanding at December 31, 2019 14,488,638 Issued in February 2020 with common stock units (2) 250,000 $ 0.400 March 1, 2022 Cash Issued in December 2020 with Series B preferred units (1) 6,750,000 $ 0.352 December 30, 2022 Cash Issued in December 2020 with subordinated note to investor (1) 500,000 $ 0.352 December 30, 2022 Cash Issued in December 2020 with secured note to Coventry Asset Management, LTD. (1) 1,000,000 $ 0.352 December 31, 2022 Cash Total warrants outstanding at December 31, 2020 22,988,638 (1) May be redeemed for $0.0001 per warrant at the Company's option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. (2) Contains certain anti-dilution provisions requiring a downward adjustment to the exercise price of the warrant if dilutive instruments are issued at prices less than the warrant exercise price. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Year ended 2020 2019 Cash paid for interest $ 162 $ - Cash paid for taxes - - Noncash investing and financing activities: Initial recognition of right to use asset and lease liabilities - 279,111 Right of use asset amortization - 31,537 Apply deposit against lease liability - 10,690 Recognition of noncontrolling interests in reverse merger - 95,743 Conversion of Series C preferred stock into common stock - 850,000 Acquisition of noncontrolling interests - (114,022 ) Conversion of shareholder note to common stock - 373,813 Distribution of promissory note to shareholders - 208,099 Gap Band property interest disposal 1,186,219 - Settlement of note payable in disposal of Gap Band property interest (1,100,000 ) - Issuance of warrants with Series B preferred units 620,942 - Issuance of warrants with subordinated note 114,094 - Issuance of warrants with secured note 228,188 - |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per basic and diluted share | For the year ended 2020 2019 Amounts attributable to Generation Hemp: Numerator Loss from continuing operations attributable to common stockholders $ (1,466,555 ) $ (7,102,542 ) Loss from discontinued operations (32,114 ) (806,397 ) Net loss attributable to common stockholders $ (1,498,669 ) $ (7,908,939 ) Denominator Weighted average shares used to compute basic EPS 17,346,164 1,973,662 Dilutive effect of convertible promissory note - - Dilutive effect of preferred stock 75,965,819 75,947,376 Dilutive effect of common stock warrants 14,686,725 1,389,321 Weighted average shares used to compute diluted EPS 107,998,708 79,310,359 Earnings (loss) per share: Loss from continuing operations Basic $ (0.08 ) $ (3.60 ) Diluted $ (0.08 ) $ (3.60 ) Loss from discontinued operations Basic $ (0.00 ) $ (0.41 ) Diluted $ (0.00 ) $ (0.41 ) Earnings (loss) per share Basic $ (0.09 ) $ (4.01 ) Diluted $ (0.09 ) $ (4.01 ) |
Description of the Business (De
Description of the Business (Details) - shares | 1 Months Ended | 12 Months Ended |
Nov. 27, 2019 | Dec. 31, 2020 | |
Description of the Business (Textual) | ||
Common stock purchase of approximately | 68.00% | |
Exchange transaction effective acquired additional, percentage | 26.00% | |
Owns approximately Percentage | 94.00% | |
Description of business, description | EHR held an 8% working interest in an oil & gas property located in Cochran County, Texas within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR’s oil & gas activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each of the periods presented. | |
Converted common stock, shares | 12 | |
Series A Preferred Stock [Member] | ||
Description of the Business (Textual) | ||
Issuance of shares | 6,328,948 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | |||
Right-of-use assets and lease liabilities | $ 279,111 | ||
Investment interest | 20.00% | ||
Unrealized loss | $ 9,882 | $ 217,041 | |
Useful life | 30 years | ||
Noncontrolling interest | 6.00% | 6.00% | |
Income tax, percentage | 50.00% |
Merger with Home Treasure Fin_3
Merger with Home Treasure Finders (Details) | Nov. 27, 2019USD ($) |
Assets acquired: | |
Cash | $ 291 |
Property and equipment | 1,012,500 |
Liabilities assumed: | |
Accounts payable | (78,226) |
Convertible note payable | (208,099) |
Mortgage payable | (630,691) |
Net assets acquired | 95,775 |
Purchase consideration paid - Common stock | 5,051,822 |
Goodwill | $ 4,956,047 |
Merger with Home Treasure Fin_4
Merger with Home Treasure Finders (Details 1) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Merger with Home Treasure Finders [Abstract] | |
Revenue, continuing operations | $ 69,381 |
Loss from continuing operations | $ (7,176,631) |
Earnings (loss) per common share: | |
Basic and diluted | $ / shares | $ (4.04) |
Merger with Home Treasure Fin_5
Merger with Home Treasure Finders (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 20, 2019 | Nov. 27, 2019 | Dec. 31, 2019 | |
Merger with Home Treasure Finders (Textual) | |||
Goodwill impairment expense | $ 4,956,047 | ||
Revenue of HTF | 7,500 | ||
HTF losses | $ 4,952,563 | ||
Residential real estate sales business | $ 160,000 | ||
Mr.Wiegand [Member] | |||
Merger with Home Treasure Finders (Textual) | |||
Redeemed ownership equivalent | 432,432 | ||
Common stock, per share | $ 0.37 | ||
Series A Preferred Stock [Member] | |||
Merger with Home Treasure Finders (Textual) | |||
Purchase of common stock percentage | 68.00% | ||
Issuance of shares | 6,328,948 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable - | ||
Current assets of discontinued operations held for sale | $ 20,835 | |
Oil and Natural Gas Properties held for sale, at cost, using the successful efforts method | 1,874,849 | 5,285,340 |
Accumulated DD&A | (1,874,849) | (4,089,179) |
Total oil and gas properties, net of discontinued operations held for sale | 1,196,161 | |
Total assets of discontinued operations held for sale | 1,216,996 | |
Liabilities | ||
Accrued liabilities | 31,117 | 92,196 |
Asset retirement obligations | 56,834 | 52,776 |
Revenue payable | 52,117 | 70,609 |
Note payable | 1,100,000 | |
Current liabilities of discontinued operations held for sale | 140,068 | 1,315,581 |
Long-term liabilities of discontinued operations held for sale | 144,149 | 119,657 |
Total liabilities of discontinued operations held for sale | $ 284,217 | $ 1,435,238 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||
Oil and gas sales | $ 103,097 | $ 485,655 |
Overhead fees | 31,000 | |
Total revenue | 103,097 | 516,655 |
Costs and Expenses | ||
Lease operating expense | 93,709 | 377,486 |
Depreciation, depletion & amortization | 9,942 | 82,300 |
Accretion | 34,796 | 32,974 |
Gain on disposal of oil & gas property interests | (24,008) | (1,666,790) |
Impairment & abandonment | 3,730,678 | |
Mergers & acquisition costs | 100,000 | |
Total costs and expenses | 114,439 | 2,656,648 |
Other income | (1,176,390) | |
Interest expense | 22,917 | 41,250 |
Income from discontinued operations | $ (34,259) | $ (1,004,853) |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) | Mar. 01, 2019USD ($)shares | Nov. 05, 2018USD ($)a | Mar. 27, 2018USD ($)a | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2020USD ($) | Mar. 01, 2020 |
Additional gross acres | a | 4,287 | 8,817 | |||||
Payment received | $ 881,697 | ||||||
Agreement to acquire payment | $ 100,000 | ||||||
Oil & gas assets acquired percentage | 52.00% | ||||||
Working interest percentage | 8.00% | ||||||
Exchange for the return and cancellation | shares | 412,500 | ||||||
Debentures totaling | $ 400,000 | ||||||
Promissory note | $ 1,100,000 | ||||||
Interest rate | 5.00% | ||||||
Promissory note, due date | Mar. 1, 2020 | ||||||
Recognized a gain on disposal | $ 1,666,790 | $ 24,008 | |||||
Promissory note and accrued interest | $ 1,100,000 | ||||||
Determined to have a fair value | $ 1,200,000 | ||||||
Loss from discontinued operations | $ 3,730,678 | ||||||
2020 Disposal of Gap Band Property Interest [Member] | |||||||
Promissory note and accrued interest | $ 1,100,000 |
Notes Payable _ Related Parti_3
Notes Payable – Related Parties (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 3,698,874 | $ 1,708,874 |
Less debt discounts | (362,282) | |
Total Notes Payable – Related Parties | 3,336,592 | 1,708,874 |
Senior Secured Promissory Note [Member] | ||
Total | 1,500,000 | 1,500,000 |
Convertible Promissory Note [Member] | ||
Total | 208,874 | 208,874 |
Subordinated Promissory Note to CEO [Member] | ||
Total | 490,000 | |
Secured Promissory Note to Coventry Asset Management, LTD. [Member] | ||
Total | 1,000,000 | |
Subordinated Promissory Note to Investor [Member] | ||
Total | $ 500,000 |
Notes Payable _ Related Parti_4
Notes Payable – Related Parties (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 30, 2020 | Oct. 31, 2019 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Notes Payable—Related Parties (Textual) | ||||||||
Interest rate | 4.00% | 12.00% | ||||||
Maturity date | Nov. 1, 2021 | Apr. 30, 2020 | ||||||
Monthly draws | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Convertible interest rate | 75.00% | |||||||
Accrued interest and fees | $ 31,117 | $ 92,196 | ||||||
Interest rate per share | $ 0.352 | |||||||
Outstanding balance amount | 208,874 | 208,874 | ||||||
Accredited Investor [Member] | ||||||||
Notes Payable—Related Parties (Textual) | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Sep. 30, 2021 | |||||||
Note payable, description | The Company will make payments of principal of $250,000 on March 30 and September 30, 2021. | |||||||
Principal amount | $ 500,000 | |||||||
Coventry Asset Management, LTD [Member] | ||||||||
Notes Payable—Related Parties (Textual) | ||||||||
Interest rate | 10.00% | |||||||
Note payable, description | An origination fee of 2% of the principal was payable at December 31, 2021. The promissory note is secured by the real property acquired in the acquisition of assets of Halcyon Thruput, LLC (“Halcyon Thruput”), see Note 12. | |||||||
Principal amount | $ 1,000,000 | |||||||
10% Senior Secured Promissory Note [Member] | ||||||||
Notes Payable—Related Parties (Textual) | ||||||||
Note Payable debt | $ 3,000,000 | |||||||
Maturity date | Sep. 1, 2017 | |||||||
Senior Secured Promissory Note [Member] | ||||||||
Notes Payable—Related Parties (Textual) | ||||||||
Note Payable debt | 1,500,000 | 1,500,000 | ||||||
Accrued interest and fees | $ 417,500 | $ 247,500 | ||||||
Note payable, description | The holder of the secured promissory note received a warrant to purchase 1,000,000 shares of common stock exercisable until December 30, 2022 at an exercise price of $0.352 per share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction. | |||||||
Subordinated Promissory Note [Member] | ||||||||
Notes Payable—Related Parties (Textual) | ||||||||
Interest rate | 10.00% | |||||||
Accrued interest and fees | $ 22,393 | |||||||
Note payable, description | The holder of the subordinated note received a warrant to purchase 500,000 shares of common stock exercisable until December 30, 2022 at an exercise price of $0.352 per share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction. The warrants may only be exercised for cash. | |||||||
Outstanding balance amount | $ 5,000,000 |
Other Indebtedness (Details)
Other Indebtedness (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Mortgage Payable | $ 619,461 | $ 626,086 |
Paycheck Protection Program Loan | 25,200 | |
Total | 644,661 | 626,086 |
Less current portion | (619,461) | (626,086) |
Total Other Indebtedness - Long-Term | $ 25,200 |
Other Indebtedness (Details 1)
Other Indebtedness (Details 1) | Dec. 31, 2020USD ($) |
Year ending December 31, | |
2021 | $ 619,461 |
2022 | 25,200 |
Total | $ 644,661 |
Other Indebtedness (Details Tex
Other Indebtedness (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Apr. 29, 2020 | |
Other Indebtedness (Textual) | |||
Mortgage payable, description | The note provides for a 25-year amortization period and an initial interest rate of 9% annually. As amended, the note matured on January 15, 2021 but was extended under terms of the amendment to July 15, 2021 after payment by the Company of an extension fee of 1% of the then outstanding principal. The rate during the extension period is 11% annually and the monthly payment is $6,067. | ||
Operating leases expiration date | Jun. 30, 2021 | ||
Monthly rent | $ 7,500 | ||
PPP loan amount | $ 25,200 | ||
PPP Loan [Member] | |||
Other Indebtedness (Textual) | |||
Mortgage payable, description | The amount of forgiveness may be reduced if the percentage of eligible expenses attributed to nonpayroll expenses exceeds 25% of the loan, if employee headcount decreases, or compensation decreases by more than 25% for each employee making less than $100,000 per year, unless the reduced headcount or compensation levels are restored. | ||
Forecast [Member] | |||
Other Indebtedness (Textual) | |||
Minimum future rents | $ 45,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 12, 2019 | Dec. 23, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Impairment expense | $ 247,574 | |||||
Accrued unpaid rent | $ 252,583 | |||||
Lease obligation discount rate | 10.00% | |||||
Rent expense | $ 8,380 | $ 64,323 | ||||
Amount of summary judgment | $ 230,712 | |||||
Litigation Settlement interest percentage | 5.00% | |||||
Grand Traverse [Member] | ||||||
Lease term | 61 months | |||||
Interest and attorney fees | $ 823,504 | |||||
Office [Member] | ||||||
Lease | $ 10,802 | |||||
Lease expiration date | May 31, 2021 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | $ (319,008) | $ (1,494,404) |
State income taxes, net | (31,480) | (229,304) |
Change in valuation allowance | 312,464 | 847,899 |
Other, net | 38,024 | 875,809 |
Total income tax expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Net operating loss carryforwards | $ 2,200,036 | $ 1,869,228 |
Property and equipment | 27,847 | 27,847 |
Other | 292,673 | 311,017 |
Subtotal | 2,520,556 | 2,208,092 |
Valuation allowance | (2,520,556) | (2,208,092) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes (Textual) | |
Federal net operating loss carryforwards | $ 10,300,000 |
Federal net operating loss carryforward expiration amount | $ 169,000 |
Maturity date | 2034 |
Equity (Details)
Equity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Total warrants outstanding | 22,988,638 | 14,488,638 | |
Issued in February 2020 [Member] | Common Stock Units [Member] | |||
Number of warrants | [1] | 250,000 | |
Exercise Price (each) | [1] | $ 0.400 | |
Expiration Date | [1] | Mar. 1, 2022 | |
Method of Exercise | [2] | Cash | |
December Two Thousand Twenty [Member] | Subordinated Note to Investor [Member] | |||
Number of warrants | [2] | 500,000 | |
Exercise Price (each) | [2] | $ 0.352 | |
Expiration Date | [2] | Dec. 30, 2022 | |
Method of Exercise | [2] | Cash | |
Series B Preferred Stock [Member] | December Two Thousand Twenty [Member] | |||
Number of warrants | [2] | 6,750,000 | |
Exercise Price (each) | [2] | $ 0.352 | |
Expiration Date | [2] | Dec. 30, 2022 | |
Method of Exercise | [2] | Cash | |
Issued upon exchange of EHR [Member] | Series C Preferred Stock [Member] | |||
Number of warrants | [2] | 7,244,319 | |
Exercise Price (each) | [2] | $ 0.352 | |
Expiration Date | [2] | Nov. 27, 2021 | |
Method of Exercise | [2] | Cash | |
Issued upon exchange of EHR [Member] | Series C Preferred Stock [Member] | |||
Number of warrants | [2] | 7,244,319 | |
Exercise Price (each) | [2] | $ 0.352 | |
Expiration Date | [2] | Nov. 27, 2021 | |
Method of Exercise | Cashless | ||
Secured Note to Coventry Asset Management, LTD. [Member] | December Two Thousand Twenty [Member] | |||
Number of warrants | [2] | 1,000,000 | |
Exercise Price (each) | [2] | $ 0.352 | |
Expiration Date | [2] | Dec. 31, 2022 | |
Method of Exercise | [2] | Cash | |
[1] | Contains certain anti-dilution provisions requiring a downward adjustment to the exercise price of the warrant if dilutive instruments are issued at prices less than the warrant exercise price. | ||
[2] | May be redeemed for $0.0001 per warrant at the Company's option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. |
Equity (Details Textual)
Equity (Details Textual) | Dec. 02, 2017 | Feb. 29, 2020 | Nov. 27, 2019shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Investorshares | Jun. 30, 2021shares | Oct. 01, 2020$ / sharesshares | Sep. 30, 2019shares |
Equity (Textual) | ||||||||
Common stock, shares | 17,380,317 | 17,130,317 | 25,000 | |||||
Common units | $ | $ 6,083,480 | $ 6,029,328 | ||||||
Equity description | For purposes this automatic conversion of the Series B Preferred Stock, a "Qualifying Event" shall have occurred if (A) (1) the rolling five (5)-trading day volume-weighted average trading price of shares of the common stock exceeds $1.00, and (2) there shall be an effective registration statement under the Securities Act of 1933, as amended covering all of the shares of common stock which would be issuable upon conversion of all of the outstanding shares of Series B Preferred Stock or (B) the Company closes a firm commitment underwriting of the common stock on a Form S-1 Registration Statement with aggregate gross proceeds of at least $5,000,000 at a price per share equal to or greater than $1.00. | |||||||
Sale of preferred stock units | $ | $ 10,000 | |||||||
Aggregate gross proceeds | $ | 1,350,000 | |||||||
Noncontrolling interests | 26.00% | |||||||
Warrants value | $ | $ 45,848 | |||||||
Warrant exercise price | 0.352 | |||||||
Warrant expires | Nov. 27, 2021 | Dec. 30, 2022 | ||||||
Warrant per share | $ / shares | $ 0.352 | $ 0.0001 | ||||||
Weighted average price exceed | $ / shares | $ 1 | |||||||
Volatility assumption | (2.52%) | |||||||
Risk-free interest | (1.39%) | |||||||
Expected life assumption | 2 years | |||||||
Subsequent Event [Member] | ||||||||
Equity (Textual) | ||||||||
Common stock, shares | 25,000 | |||||||
February 2020 Issuance of Common Stock Units [Member] | ||||||||
Equity (Textual) | ||||||||
Warrant expires | Mar. 1, 2022 | |||||||
December 2020 Issuance of Series B Preferred Stock Units [Member] | ||||||||
Equity (Textual) | ||||||||
Exercisable warrants common stock shares | 50,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Equity (Textual) | ||||||||
Preferred stock, share outstanding | 6,328,948 | 6,328,948 | ||||||
Series B Preferred Stock [Member] | ||||||||
Equity (Textual) | ||||||||
Annual dividend rate | 6.00% | |||||||
Annual rate, description | On March 31, 2021, and June 30, 2021, September 30, 2021, December 31, 2021, a payment of 12.5% of the total amount of Series B Preferred Stock then outstanding plus accrued dividends will be due from the Company to each Holder of Series B Preferred Stock as a partial redemption by the Company of such Holder. | |||||||
Preferred Stock converted into common stock | 25,000 | |||||||
Preferred stock stated value | $ | $ 10,000 | |||||||
Energy Hunter Resources [Member] | ||||||||
Equity (Textual) | ||||||||
Common stock, shares | 2,414,773 | |||||||
Warrant to purchase shares | 14,488,638 | |||||||
Energy Hunter Resources [Member] | Series A Redeemable Preferred Stock [Member] | ||||||||
Equity (Textual) | ||||||||
Perpetual Redeemable Convertible Preferred Stock, percentage | 6.00% | |||||||
Equity description | Of the 500,000 EHR Series A Preferred Shares, (i) 412,500 shares were issued to LEP in the San Andres Acquisition #1 and (ii) 87,500 shares were reserved for the payment of dividends in kind. All of the EHR Series A Preferred Shares had a stated value of $20.00 per share. | |||||||
Energy Hunter Resources [Member] | Series C Preferred Stock [Member] | ||||||||
Equity (Textual) | ||||||||
Additional preferred stock shares | 850,000 | |||||||
Preferred Stock converted into common stock | 2,414,773 | |||||||
Private Placement [Member] | ||||||||
Equity (Textual) | ||||||||
Sale of shares | 165,611 | |||||||
Aggregate cash proceeds | $ | $ 125,000 | |||||||
Number of investors | Investor | 3 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 162 | |
Cash paid for taxes | ||
Noncash investing and financing activities: | ||
Initial recognition of right to use asset and lease liabilities | 279,111 | |
Right of use asset amortization | 31,537 | |
Apply deposit against lease liability | 10,690 | |
Recognition of noncontrolling interests in reverse merger | 95,743 | |
Conversion of Series C preferred stock into common stock | 850,000 | |
Acquisition of noncontrolling interests | (114,022) | |
Conversion of shareholder note to common stock | 373,813 | |
Distribution of promissory note to shareholders | 208,099 | |
Gap Band property interest disposal | 1,186,219 | |
Settlement of note payable in disposal of Gap Band property interest | (1,100,000) | |
Issuance of warrants with Series B preferred units | 620,942 | |
Issuance of warrants with subordinated note | 114,094 | |
Issuance of warrants with secured note | $ 228,188 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||
Loss from continuing operations attributable to common stockholders | $ (1,466,555) | $ (7,102,542) |
Loss from discontinued operations | (32,114) | (806,397) |
Net loss attributable to common stockholders | $ (1,498,669) | $ (7,908,939) |
Denominator | ||
Weighted average shares used to compute basic EPS | 17,346,164 | 1,973,662 |
Dilutive effect of convertible promissory note | ||
Dilutive effect of preferred stock | 75,965,819 | 75,947,376 |
Dilutive effect of common stock warrants | 14,686,725 | 1,389,321 |
Weighted average shares used to compute diluted EPS | 107,998,708 | 79,310,359 |
Loss from continuing operations | ||
Basic | $ (0.08) | $ (3.60) |
Diluted | (0.08) | (3.60) |
(Loss) income from discontinued operations | ||
Basic | 0 | (0.41) |
Diluted | 0 | (0.41) |
Earnings (loss) per share | ||
Basic | (0.09) | (4.01) |
Diluted | $ (0.09) | $ (4.01) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 12, 2021 | Mar. 09, 2021 | Mar. 03, 2021 | Jan. 11, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent event, description | At any time after the occurrence of a “Qualifying Event,” the Company, upon 5-day written notice, shall have the right to cause each share of Series B Preferred Stock (and all accrued in-kind dividends with respect thereto) to be converted into common stock. For purposes this automatic conversion of the Series B Preferred Stock, a “Qualifying Event” shall have occurred if (A) (1) the rolling five (5)-trading day volume-weighted average trading price of shares of the common stock exceeds $1.00, and (2) there shall be an effective registration statement under the Securities Act of 1933, as amended covering all of the shares of common stock which would be issuable upon conversion of all of the outstanding shares of Series B Preferred Stock or (B) the Company closes a firm commitment underwriting of the common stock on a Form S-1 Registration Statement with aggregate gross proceeds of at least $5,000,000 at a price per share equal to or greater than $1.00. | |||||
Asset purchase agreement, description | The Company will continue Halcyon Thruput’s business of providing post-harvest and midstream services to growers by drying, processing, cleaning, stripping harvested hemp directly from the field and wetbaled at its 48,000 square foot facility located in Hopkinsville, Kentucky. | |||||
Shares of restricted common stock | 250,000 | |||||
Term of employment agreements | Further, the term employment agreements each provide for the payment by the executives of liquidated damages if the employee terminates his employment without good reason during the initial term, other than due to the employee’s death or disability. Such liquidated damages total $600,000 if such termination occurs on or prior to January 11, 2022 or $375,000 if such termination occurs after January 11, 2022 and prior to January 11, 2023. | |||||
Subsequent Event [Member] | ||||||
Warrant exercisable | 8,400,000 | |||||
Proceeds from warrant | $ 3,000,000 | |||||
Common stock, description | The Company issued 400,000 common stock units for total proceeds of $400,000. Each common stock unit consists of one share of common stock and a warrant for the purchase of two shares of common stock for $0.50 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. | |||||
Subsequent event, description | The Company sold its investment in common stock for proceeds of $34,848. | |||||
Promissory note, description | The Company repaid the outstanding principal and interest on the $850,000 promissory note issued in connection with the January 11, 2021 acquisition of certain assets of Halcyon. | |||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||
Issuance of common stock upon conversion | 618,660 | |||||
Subsequent Event [Member] | Senior Secured Promissory Note [Member] | ||||||
Issuance of common stock upon conversion | 1,000,000 | |||||
Subsequent Event [Member] | Halcyon Thruput, LLC [Member] | ||||||
Subsequent event, description | The Company was granted an option to purchase the real estate occupied by Halcyon Thruput for $993,000. | |||||
Shares of common stock value | $ 2,500,000 | |||||
Purchase consideration | $ 5,100,000 | |||||
Shares of common stock | 6,250,000 | |||||
Asset purchase agreement, description | (valued at $0.40 per share; restricted from trading for a period of up to one year), $1.75 million in cash, a promissory note for $850,000 issued by the Company’s subsidiary, GenH Halcyon Acquisition, LLC, and guaranteed by Gary C. Evans, CEO of the Company, and assumption of approximately $1.0 million of new indebtedness of Halcyon Thruput. |