Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 13, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | INFINITY ENERGY RESOURCES, INC | ||
Entity Central Index Key | 0000822746 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 744,560 | ||
Entity Common Stock, Shares Outstanding | 12,310,733 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,785 | $ 1,367 |
Total current assets | 1,785 | 1,367 |
Total assets | 1,785 | 1,367 |
Current liabilities: | ||
Accounts payable | 6,091,453 | 6,040,948 |
Accrued liabilities (including $788,520 due to related party at December 31, 2019 and 2018) | 3,777,580 | 3,699,747 |
Accrued interest | 528,684 | 509,894 |
Asset retirement obligations | 1,716,003 | 1,716,003 |
Secured convertible note payable-current | 2,197,231 | |
Convertible notes payable-short term | 1,104,125 | 1,338,125 |
Total current liabilities | 13,217,845 | 15,501,948 |
Derivative liabilities | 1,116 | 65,502 |
Total liabilities | 13,218,961 | 15,567,450 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficit: | ||
Preferred stock; par value $.0001 per share, 10,000,000 shares authorized; no shares issued or outstanding as of December 31, 2019 and 2018 | ||
Common stock, par value $.0001 per share, 75,000,000 shares authorized, 12,310,733 and 7,712,569 shares issued and outstanding at December 31, 2019 and 2018, respectively | 1,231 | 771 |
Additional paid-in capital | 109,583,945 | 109,080,273 |
Accumulated deficit | (122,802,352) | (124,647,127) |
Total stockholders' deficit | (13,217,176) | (15,566,083) |
Total liabilities and stockholders' deficit | $ 1,785 | $ 1,367 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Due to related party | $ 788,520 | $ 788,520 |
Preferred stock, par value | $ 0.0001 | $ .0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 12,310,733 | 7,712,569 |
Common stock, shares outstanding | 12,310,733 | 7,712,569 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
General and administrative expenses | $ 418,759 | $ 208,941 |
Total operating expenses | 418,759 | 208,941 |
Operating loss | (418,759) | (208,941) |
Other income (expense): | ||
Interest expense | (92,452) | (116,744) |
Gain on exchange and extinguishment of debt and warrant obligations | 2,445,700 | |
Change in fair value of secured convertible note payable | (150,794) | |
Change in derivative fair value | (89,714) | 38,681 |
Total other income (expense) | 2,263,534 | (228,857) |
Income (loss) before income taxes | 1,844,775 | (437,798) |
Income tax (expense) benefit | 150,000 | |
Net income (loss) | $ 1,844,775 | $ (287,798) |
Basic and diluted net income (loss) per share: | ||
Basic | $ 0.20 | $ (0.04) |
Diluted | $ 0.20 | $ (0.04) |
Weighted average shares outstanding - basic and diluted | 9,086,265 | 7,712,569 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 771 | $ 109,080,273 | $ (124,359,329) | $ (15,278,285) |
Balance, shares at Dec. 31, 2017 | 7,712,569 | |||
Net income (loss) | (287,798) | (287,798) | ||
Balance at Dec. 31, 2018 | $ 771 | 109,080,273 | (124,647,127) | (15,566,083) |
Balance, shares at Dec. 31, 2018 | 7,712,569 | |||
Stock-based compensation | 186,274 | 186,274 | ||
Issuance of restricted stock | $ 200 | (200) | ||
Issuance of restricted stock, shares | 2,000,000 | |||
Issuance of common shares pursuant to exchange agreements | $ 61 | 29,308 | 29,369 | |
Issuance of common shares pursuant to exchange agreements, shares | 605,816 | |||
Issuance of common stock purchase warrants pursuant to exchange agreements | 70,549 | 70,549 | ||
Issuance of common shares pursuant to side-letter agreement | $ 57 | 68,025 | 68,082 | |
Issuance of common shares pursuant to side-letter agreement, shares | 567,348 | |||
Issuance of warrants pursuant to side-letter agreement | 7,358 | 7,358 | ||
Issuance of common stock pursuant Private Placement | $ 142 | 142,358 | 142,500 | |
Issuance of common stock pursuant Private Placement, shares | 1,425,000 | |||
Net income (loss) | 1,844,775 | 1,844,775 | ||
Balance at Dec. 31, 2019 | $ 1,231 | $ 109,583,945 | $ (122,802,352) | $ (13,217,176) |
Balance, shares at Dec. 31, 2019 | 12,310,733 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,844,775 | $ (287,798) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | 89,714 | (38,681) |
Change in fair value of senior convertible note | 150,794 | |
Gain on exchange of debt and warrant obligations | (2,445,700) | |
Stock based compensation | 186,274 | |
Write-off of oil and gas property purchase option costs | 76,415 | |
Change in operations assets and liabilities: | ||
Decrease in income taxes payable | (150,000) | |
Increase in accounts payable | 6,569 | 35,543 |
Increase in accrued liabilities | 77,833 | 155,386 |
Increase in accrued interest | 92,453 | 116,743 |
Net cash used in operating activities | (71,667) | (18,013) |
Cash flows from investing activities: | ||
Deposit on purchase of oil and gas properties | (76,415) | |
Net cash used in investing activities | (76,415) | |
Cash flows from financing activities: | ||
Proceeds from private placement of common stock | 142,500 | |
Proceeds from issuance of convertible note payable | 56,000 | 13,125 |
Repayment of convertible note payable | (50,000) | |
Net cash provided by financing activities | 148,500 | 13,125 |
Net increase (decrease) in cash and cash equivalents | 418 | (4,888) |
Cash and cash equivalents: | ||
Beginning | 1,367 | 6,255 |
Ending | 1,785 | 1,367 |
Supplemental cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Exchange of secured convertible note payable | 2,197,231 | |
Exchange of convertible notes payable - short term | 240,000 | |
Issuance of common shares pursuant to exchange agreements | 97,451 | |
Issuance of common stock purchase warrants pursuant to exchange agreements | 77,907 | |
Issuance of shares of restricted common stock | $ 200 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies Nature of Operations Since 2009 we had planned to pursue the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks offshore Nicaragua in the Caribbean Sea (the “Nicaraguan Concessions” or “Concessions”), which contain a total of approximately 1.4 million acres. We sold our wholly-owned subsidiary Infinity Oil and Gas of Texas, Inc. in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc., was administratively dissolved in 2009. We also began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of natural gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, on July 31, 2019 we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold for oil & gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). We paid a nonrefundable deposit of $50,000 to bind the purchase option, which provided us the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the option prior to December 31, 2019 and the parties are currently negotiating an extension of such Option and lowering the purchase price of the Properties. There can be no assurance that the parties will negotiate an extension particularly in light of recent events including the coronavirus pandemic and its impact on the oil and gas industry. If the parties agree to extend, reprice or otherwise complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. We intend to complete the acquisition of the Properties prior to the end of 2020, subject to successful renegotiations and obtaining adequate financing. The Option includes a provision permitting Core to exercise a buy-out clause and sell the Properties to a third-party purchaser prior to our exercise of the Option. If such a sale occurs, we would be entitled to 10% of the proceeds of the sale on the closing date. In such event, Core will for a period of nine months following the buy-out find a project of like kind and provide us a first right of refusal to acquire such asset. We must obtain new sources of debt and/or equity capital to fund the substantial needs enumerated above, as well as satisfying our existing debt obligations. We are attempting to obtain extensions of the maturity date for our outstanding debt; however, there can be no assurance that we will be able to do so or what the final terms will be if the lenders agree to such extensions. Further, we can provide no assurance that we will be able to obtain sufficient new debt/equity capital to exercise the Option. Nicaragua We began pursuing an oil and gas exploration opportunity offshore Nicaragua in the Caribbean Sea in 1999. Since such time, we built relationships with the Instituto Nicaraguense de Energia (“INE”) and undertook the geological and geophysical research that helped us to become one of only six companies qualified to bid on offshore blocks in the first international bidding round held by INE in January 2003. On March 5, 2009, we signed the contracts granting us the Perlas and Tyra concession blocks offshore Nicaragua (the “Nicaraguan Concessions” or “Concessions”). Since our acquisition of the Nicaraguan Concessions, we have conducted an environmental study and developed geological information from the reprocessing and additional evaluation of existing 2-D seismic data acquired over our Perlas and Tyra concession blocks. In April 2013, the Nicaraguan government formally approved our Environmental Impact Assessment, at which time we commenced significant activity under the initial work plan involving the acquisition of new seismic data on the two Nicaraguan Concessions. We undertook seismic shoots during late 2013 that resulted in the acquisition of new 2-D and 3-D seismic data and have reviewed it to select initial drilling sites for exploratory wells. We relied on raising debt and equity capital to fund our ongoing maintenance/expenditure obligations under the Nicaraguan Concession, our day-to-day operations and corporate overhead because we have generated no operating revenues or cash flows in recent years. The $1.0 million December 2013 Note (See Note 3) matured in April 2016 and is currently in default and three other notes payable with principal balances of $104,125 as of December 31, 2019 are now either due on demand or currently in default. In 2020 we abandoned the Concessions. Going Concern The Company must raise substantial amounts of debt and equity capital from other sources in the immediate future in order to fund the (i) acquisition of the Properties under the Option; (ii) normal day-to-day operations and corporate overhead; and (iii) outstanding debt and other financial obligations as they become due, as described below. These are substantial operational and financial issues that must be successfully addressed during 2020. The Company is seeking new sources of debt and equity capital to fund the needs enumerated above. The Company is attempting to obtain extensions of the maturity dates for its debt or compromises of the debt. In addition, the Company will seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. The Company has restructured certain obligations that were in default during 2019; however, there can be no assurance that it will be able to obtain such funding, extensions or additional restructurings or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates with regard to the financial statements include the estimated carrying value of unproved properties, the estimated fair value of derivative liabilities, secured convertible note payable, stock-based awards and overriding royalty interests, and the realization of deferred tax assets. Recently issued accounting pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning January 1, 2019. The adoption of the standard had no impact on our financial position or results of operations for the years ended December 31, 2019 and 2018. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The adoption of the standard had no impact on our financial position or results of operations for the years ended December 31, 2019 and 2018. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows. Concentrations The Company’s business plan had consisted of developing the Nicaraguan Concessions in addition to potential domestic oil and gas projects and it may become active in Nicaragua in the future, given sufficient capital and curing the defaults under the Nicaraguan Concessions and its other financial obligations. In 2020 the Company decided not pursue development of the Concessions and has focused on the Option to purchase the Properties. Foreign Currency The United States dollar is the functional currency for the Company’s operations. Although the Company’s acquisition and exploration activities have been conducted in Nicaragua, a significant portion of the payments incurred for exploration activities are denominated in United States dollars. The Company expects that a significant portion of its required and discretionary expenditures in the foreseeable future will also be denominated in United States dollars. Any foreign currency gains and losses are included in the results of operations in the period in which they occur. The Company does not have any cash accounts denominated in foreign currencies. Cash and Cash Equivalents For purposes of reporting cash flows, cash consists of cash on hand and demand deposits with financial institutions. Although the Company had minimal cash as of December 31, 2019 and 2018, its policy is that all highly liquid investments with a maturity of three months or less when purchased would be cash equivalents and would be included along with cash as cash and equivalents. Oil and Gas Properties The Company will follow the full cost method of accounting for exploration and development activities. Accordingly, all costs incurred in the acquisition, exploration, and development of properties (including costs of surrendered and abandoned leaseholds, delay lease rentals, dry holes and seismic costs) and the fair value of estimated future costs of site restoration, dismantlement, and abandonment activities will be capitalized. Overhead related to development activities will also be capitalized during the acquisition phase. Depletion of proved oil and gas properties will be computed on the units-of-production method, with oil and gas being converted to a common unit of measure based on relative energy content, whereby capitalized costs, as adjusted for estimated future development costs and estimated asset retirement costs, are amortized over the total estimated proved reserve quantities. Investments in unproved properties, including capitalized interest and internal costs, are not depleted pending determination of the existence of proved reserves. Unproved properties are assessed periodically (at least annually) to ascertain whether impairment has occurred. Unproved properties whose costs are individually significant will be assessed individually by considering the primary lease terms of the properties, the holding period of the properties, geographic and geologic data obtained relating to the properties, and estimated discounted future net cash flows from the properties. Estimated discounted future net cash flows are based on discounted future net revenues associated with probable and possible reserves, risk adjusted as appropriate. Where it is not practicable to assess individually the amount of impairment of properties for which costs are not individually significant, such properties are grouped for purposes of assessing impairment. The amount of impairment assessed is deducted from the costs to be amortized and reported as a period expense when the impairment is recognized. All unproved property costs as of December 31, 2019 and 2018 relate to the Nicaraguan Concessions. In assessing the unproved property costs for impairment, the Company takes into consideration various information including: (i) the terms of the Concessions, (ii) the status of the Company’s compliance with the Nicaraguan Concessions’ requirements, (iii) the ongoing evaluation of the seismic data, (iv) the commodity prices for oil and gas products, (v) the overall environment related to oil and gas exploration and development projects for unproven targets in unproven regions of the world, (vi) the availability of financing for financial and strategic partners, and (vii) other factors that would impact the viability of a significant long-term oil and gas exploration and development project. The current environment for oil and gas development projects, especially discoveries in otherwise undeveloped regions of the world, is very challenging given the depressed commodity prices for oil and gas products and the resulting industry-wide reduction in capital expenditure budgets for exploration and development projects. These were substantial impediments for the Company to obtain adequate financing to fund the exploration and development of its Nicaraguan Concessions. The Company performed its impairment tests as of December 31, 2019 and 2018 and has concluded that a full impairment reserve should be provided on the costs capitalized for the Nicaraguan Concessions oil and gas properties. All costs related to the Nicaraguan Concessions from January 1, 2016 through December 31, 2019 have been charged to operating expenses as incurred. Pursuant to full cost accounting rules, the Company must perform a “ceiling test” each quarter. The ceiling test provides that capitalized costs less related accumulated depletion and deferred income taxes for each cost center may not exceed the sum of (1) the present value of future net revenue from estimated production of proved oil and gas reserves using prices based on the arithmetic mean of the previous 12 months’ first-of month prices and current costs, including the effects of derivative instruments accounted for as cash flow hedges, but excluding the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, and a discount factor of 10%; plus (2) the cost of properties not being amortized, if any; plus (3) the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any; less (4) income tax effects related to differences in the book and tax basis of oil and gas properties. If capitalized costs exceed the ceiling, the excess must be charged to expense and may not be reversed in future periods. As of December 31, 2019 and 2018, the Company did not have any proved oil and gas properties, and all unproved property costs relate to its Nicaraguan Concessions. Proceeds from the sales of oil and gas properties are accounted for as adjustments to capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss would be recognized in the determination of the Company’s net earnings/loss. Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. Capitalized costs are depleted as a component of the full cost pool using the units of production method. Although the Company had divested all of its domestic oil properties that contain operating and abandoned wells as of December 31, 2012, the Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100% of the stock in Infinity-Texas in 2012. The Company has recognized an additional liability of $734,897 related to its former Texas oil and gas producing properties (included in asset retirement obligations) to recognize the potential personal liability of the Company and its officers for the Infinity-Texas oil and gas properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. In addition, management believes the Company has been relieved from asset retirement obligations related to Infinity-Wyoming because of the sale of its Wyoming and Colorado oil and gas properties in 2008; however, the Company has recognized since 2012 an additional liability of $981,106 related to its former Wyoming and Colorado oil and gas producing properties (included in asset retirement obligations) to recognize the potential liability of the Company and its officers should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Derivative Instruments The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of December 31, 2019 and 2018 and during the years then ended, the Company had no oil and natural gas derivative arrangements outstanding. As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Notes 2, 3, 5 and 6), those warrants are required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations. Fair Value of Financial Instruments The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts. In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities. ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value. The estimated fair value of the Company’s Note and various derivative liabilities, which are related to detachable warrants issued in connection with various notes payable, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock, interest rates, the probability of both of the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the warrant agreement terms and non-performance risk factors, among other items. The fair values for the warrant derivatives as of December 31, 2019 and 2018 were classified under the fair value hierarchy as Level 3. The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Senior convertible note payable $ — $ — $ — $ — Derivative liabilities — — 1,116 1,116 $ — $ — $ 1,116 $ 1,116 December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Senior convertible note payable $ — $ — $ 2,197,231 $ 2,197,231 Derivative liabilities — — 65,502 65,502 $ — $ — $ 2,262,733 $ 2,262,733 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the years ended December 31, 2019 and 2018. Income Taxes The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between financial accounting bases and tax bases of assets and liabilities. The tax benefits of tax loss carryforwards and other deferred taxes are recorded as an asset to the extent that management assesses the utilization of such assets to be more likely than not. Management routinely assesses the realizability of the Company’s deferred income tax assets, and a valuation allowance is recognized if it is determined that deferred income tax assets may not be fully utilized in future periods. Management considers future taxable earnings in making such assessments. Numerous judgments and assumptions are inherent in the determination of future taxable earnings, including such factors as future operating conditions. When the future utilization of some portion of the deferred tax asset is determined not to be more likely than not, a valuation allowance is provided to reduce the recorded deferred tax asset. When the Company can project that a portion of the deferred tax asset can be realized through application of a portion of tax loss carryforward, the Company will record that utilization as a deferred tax benefit and recognize a deferred tax asset in the same amount. There can be no assurance that facts and circumstances will not materially change and require the Company to adjust its deferred income tax asset valuation allowance in a future period. The Company recognized a deferred tax asset, net of valuation allowance, of $-0- at December 31, 2019 and 2018. The Company is potentially subject to taxation in many jurisdictions, and the calculation of income tax liabilities (if any) involves dealing with uncertainties in the application of complex income tax laws and regulations in various taxing jurisdictions. It recognizes certain income tax positions that meet a more-likely-than not recognition threshold. If the Company ultimately determines that the payment of these liabilities will be unnecessary, it will reverse the liability and recognize an income tax benefit. No liability for unrecognized tax benefit was recorded as of December 31, 2019. During the year ended December 31, 2018 the Company determined that the payment of the certain liabilities related to the alternative minimum tax from prior years will be unnecessary, and therefore it reversed the liability and recognized an income tax benefit as described in the following section. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”),which significantly changes U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018. Under the Act, corporations are no longer subject to the AMT, effective for taxable years beginning after December 31, 2017. However, where a corporation has an AMT Credit from a prior taxable year, the corporation still carries it forward and may use a portion of it as a refundable credit in any taxable year beginning after 2017 but before 2022. Generally, 50% of the corporation’s AMT Credit carried forward to one of these years will be claimable and refundable for that year. In tax years beginning in 2021, however, the entire remaining carryforward generally will be refundable. The Company has generated an AMT credit carryforward during prior years totaling $150,000 which previously was reported as income taxes payable on the Company’s balance sheet and the corresponding deferred tax asset was fully reserved based on all available evidence, the Company considered it more likely than not that all of the AMT tax credit carryforward would not be realized. Based on the provisions of the new Act, the Company now considers it more likely than not that all the AMT tax credit carryforward will be realized. Accordingly, the Company has recognized an income benefit of $150,000 during the year ended December 31, 2018 as it reduced the corresponding income taxes payable to zero as of December 31, 2018. The Company will receive no cash from the elimination of this AMT tax credit carryforward because the Company had not previously paid the AMT tax but rather it recorded the income tax liability on the accompanying balance sheet. Net Income (Loss) per Share Pursuant to FASB ASC Topic 260, Earnings per Share, |
Secured Convertible Note Payabl
Secured Convertible Note Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Secured Convertible Note Payable | Note 2 – Secured Convertible Note Payable Secured Convertible Note (the “Note) payable consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Secured convertible note payable, at fair value $ — $ 2,197,231 Less: Current maturities (2,197,231 ) Secured convertible note payable, long-term $ — $ — Following is an analysis of the activity in the Note during the year ended December 31, 2019: Amount Balance at December 31, 2018 $ 2,197,231 Funding under the Investor Note during the period — Principal repaid during the period by issuance of common stock — Change in fair value of secured convertible note during the period — Exchange of secured convertible note payable for common stock (2,197,231 ) Balance at December 31, 2019 $ — On May 7, 2015, the Company completed the May 2015 Private Placement of a $12.0 million principal amount secured convertible note (the “Note”) and Warrant to purchase 1,800,000 shares of the Company’s common stock, $0.0001 par value. The placement agent for the Company in the transaction received a fee of 6% of cash proceeds, or $600,000, if and when the Company receives the full cash proceeds. It received $27,000 of such amount at the closing. In addition, the placement agent was granted a warrant to purchase 240,000 shares of common stock at $5.00 per share, which warrant is immediately exercisable. The Note and Warrant were issued pursuant to a Securities Purchase Agreement, dated May 7, 2015, by and between the Company and an institutional investor (the “Investor”). The May 2015 Private Placement was made pursuant to an exemption from registration under such Act. At the closing, the Investor acquired the secured convertible note by paying $450,000 in cash and issuing a secured promissory note, secured by cash, with an aggregate initial principal amount of $9,550,000 (the “Investor Note”). On May 4, 2017, the Investor notified the Company that it elected to affect an Investor Optional Offset under Section 7(a) of the Investor Note of the full $9,490,000 principal amount outstanding under the Investor Note against $9,490,000 in aggregate principal outstanding under the Convertible Note. It did so by surrendering and concurrently cancelling $9,490,000 in aggregate principal of the Convertible Note in exchange for the satisfaction in full and cancellation of the Investor Note. The Convertible Note had an aggregate outstanding principal balance of $11,687,231 as of the date of the exchange. The Investor requested the Company to deliver a new convertible note (the “Replacement Note”) with respect to the remaining principal balance of $2,197,231 to replace the Convertible Note. The aggregate outstanding principal balance of $11,687,231 of the Convertible Note included an approximate $2.0 million original issue discount; however, the Investor funded only $510,000 under the Investor Note. The Company had recorded the fair value of the Replacement Note assuming that the remaining par value was $2,197,231 as asserted by the Investor. The Replacement Note provided for a maturity date of May 7, 2018, a conversion price of $0.50 per share and was due in monthly installment payments through May 2018 either in cash or stock, among other terms. The Company did not repay the Replacement Note at its maturity and it was therefore in technical default. The Replacement Note was to be secured to the same extent as the Convertible Note. The Company and the Investor have negotiated a resolution of these outstanding matters regarding the default status and the issuance of the Replacement Note under the terms of the financing. On May 23, 2019, the Company and the Investor agreed to an omnibus resolution to these outstanding matters and entered into the Exchange Agreement and Side-Letter Agreement as described below: Exchange Agreement As a result of the exchange transactions described above, the Investor no longer owns any of the Original Securities, including any rights thereunder, and the Company cancelled the certificate(s) and other physical documentation evidencing the Investor’s ownership of the Original Securities. Side-letter Agreement ● A-B= aggregate number of Right Shares ● A = 9.99% of shares of Common Stock outstanding on November 23, 2019 (calculated based on the Number of Fully-Diluted Shares Outstanding (as defined below)) ● B = The shares of Common Stock Issued to the Investor contemporaneously with the Exchange Agreement For the purposes of the Side-Letter Agreement, “Number of Fully-Diluted Shares Outstanding” means, as of any time of determination, the sum of (i) the aggregate number of issued and outstanding shares of Common Stock as of such time of determination; (ii) the aggregate maximum number of shares of Common Stock issuable on an as-converted and as-exchanged basis, as applicable (excluding any exercise of warrants to purchase Common Stock), pursuant to all capital stock and all other securities of the Company or any of its subsidiaries (excluding any warrants to purchase Common Stock and all Rights issued pursuant to the Exchange Agreement) outstanding as of such time of determination (or issuable pursuant to agreements in effect as of such time) that are at any time and under any circumstances (after issuance thereof, if applicable), directly or indirectly, convertible into or exchangeable for, or which otherwise entitles the holder thereof to acquire, Common Stock (assuming, for such purpose, that each such security is convertible or exchangeable, as applicable, at the lowest price per share for which one share of Common Stock is at any time, directly or indirectly, issuable upon the conversion or exchange, as applicable, of any such security and without regards to any limitations on conversion or exchange applicable thereto); and (iii) without duplication with clause (ii) above, the aggregate maximum number of shares of Common Stock issuable pursuant to any agreement (excluding any warrants to purchase Common Stock and all Rights issued pursuant to the Exchange Agreement) of any person with the Company or any of its subsidiaries in effect as of such time of determination (assuming, for such purpose, that the shares of Common Stock, directly or indirectly, issued pursuant to such agreement is issued at the lowest price per share for which one share of Common Stock is at any time, directly or indirectly, issuable pursuant to such agreement). Notwithstanding the foregoing, if any warrants to purchase Common Stock are outstanding (or issuable upon conversion or exchange of securities outstanding) as of such six-month anniversary (each, an “Outstanding Warrant”), on such six-month anniversary, the Company shall issue the Investor an additional Right to acquire a warrant (the “New Warrant”) exercisable for up to 9.99% of the shares of Common Stock issuable upon exercise of all Outstanding Warrants as of such six-month anniversary (the “New Warrant Shares”). The New Warrant Shares shall be of like tenor to the Outstanding Warrants. Pursuant to the Side-Letter Agreement, the Company also agreed that from the execution date of the Exchange Agreement until twelve (12) months from such date, the Company will not raise capital at a price that is below $0.10 per share of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) without the Investor’s consent. On May 30, 2019, the Company and the Investor entered into Amendment No. 1 to Exchange Agreement (the “Amendment”). Following execution of the Exchange Agreement on May 23, 2019, the Company and the Investor became aware of an inadvertent error regarding the number of shares of Common Stock to be issued to the Investor pursuant to the Exchange Agreement. The Company and the Investor agreed to amend the Exchange Agreement so it reflects the correct number of shares of Common Stock to be issued and to ensure that the Investor does not beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately following the effective date of the Exchange Agreement. Pursuant to the Amendment, the Company and the Investor agreed that the number of shares of Common Stock to be issued to the Investor would be an aggregate of 605,816 shares, instead of the 770,485 shares stated in the Exchange Agreement. Consistent with the developments above, effective November 23, 2019 the parties finalized the reconciliation pursuant to the Side-Letter Agreement described above and the related issuance of the True-Up Shares. Pursuant to the provisions of the Side-letter Agreement the parties agreed to the issuance of an additional 567,348 common shares, par value $0.0001 per share and the issuance of a warrant to purchase 61,380 common shares at an exercise price of $0.50 per share and an expiration date of June 19, 2026. Description of the Financial Accounting and Reporting At inception, the Company elected to account for the Note on its fair value basis, therefore, the fair value of the Note, including its embedded conversion feature, were estimated together at each periodic reporting date through May 23, 2019 which was the date the parties entered into the exchange agreement which extinguished the Note and related warrants as previously described. The Note was revalued to its estimated fair value at each periodic reporting date with any changes in the Note’s fair value being charged/credited to the statement of operations. The Warrant issued to purchase 1,800,000 common shares in connection with the Note was treated as a derivative liability for accounting purposes due to its ratchet and anti-dilution provisions. The estimated fair value of the warrant derivative as of May 23, 2019, the date of the exchange agreement was $116,731 representing a change of $59,639 from December 31, 2018, which is included in changes in derivative fair value in the accompanying statement of operations for the year ended December 31, 2019. See Note 5. The Exchange Agreement was treated an extinguishment of debt on the date it was entered May 23, 2019. Under the Exchange Agreement, the Investor exchanged all of its rights under the original securities issued in the May 2015 Private Placement, including: (i) the Convertible Note, subject to the Optional Offset (as defined in the Investor Note), with a current balance of $2,197,231; (ii) the related accrued interest under the Convertible Note, with an unpaid and accrued balance of $28,643; (iii) the Warrant with an estimated fair value of $116,731; (iv) the Security and Pledge Agreement entered into by the Company and the Investor in connection with the May 2015 Private Placement; (v) the Guaranty made in favor of the Investor in connection with the May 2015 Private Placement; and (vi) the Registration Rights Agreement entered into by the Company and the Investor in connection with the May 2015 Private Placement, for 605,816 fully paid and nonassessable shares of Common Stock and certain rights granted in the Side-Letter to acquire additional securities in the future, which may be exercised for additional shares of Common Stock. The Side-Letter rights/obligations represent a derivative and accordingly, its fair value was estimated and recorded at the date of Exchange Agreement and will continue to be revalued and adjusted to its estimated fair value at each periodic reporting date until it expires and/or the underlying securities are issued to the Holder. Following is an analysis of gain on exchange of the debt and warrant obligations pursuant to the Exchange Agreement during the year ended December 31, 2019: Amount Obligations extinguished on the date of exchange, May 23, 2019: Convertible Note balance at the date of exchange, May 23, 2019 $ 2,197,231 Accrued interest on the Convertible Note at the date of exchange, May 23, 2019 28,643 Fair value of Warrant Derivative at the date of exchange, May 23, 2019 116,731 Securities issued in exchange for the obligations extinguished on the date of Exchange, May 23, 2019 and the finalization of the Side-Letter Agreement at November 23, 2019: 605,816 Common shares issued on the date of exchange, May 23, 2019 valued at $0.121 per share, the closing market price on May 23, 2019 (73,304 ) 567,348 Common shares issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (68,082 ) Issuance of warrants to purchase 61,380 common shares issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (7,358 ) Gain on exchange of debt and warrant obligations $ 2,193,861 In addition, the Company issued a warrant in May 2015 to purchase 240,000 shares issued as part of the placement fee in connection with the Note. The warrant contained an expiration date of May 7, 2022 and an exercise price of $5.00 per share and is subject to certain price protection and dilution provisions. Such warrant was treated as a derivative liability for accounting purposes due to its ratchet and anti-dilution provisions. On June 4, 2019, the Company entered into an exchange agreement with the warrant holder to extinguish the original warrant including its certain price protection and dilution provisions, for a new warrant to purchase up to 50,000 common shares with a termination date of June 4, 2026 at an exercise price of $0.50 per share without any price protection or dilution provisions. The estimated fair value of the original warrant derivative as of May 23, 2019, the date of the exchange agreement, was $37,368 representing a change of $29,795 from December 31, 2018, which is included in changes in derivative fair value in the accompanying statement of operations for the year ended December 31, 2019. See Note 5. As a result of the exchange agreement, the Company extinguished the derivative liability of $37,368 attributable to the original warrant and recognized the estimated value of the new warrant of $7,985 as of June 4, 2019, the date of the exchange agreement. The resulting $29,383 difference been the estimated fair value of the old warrant extinguished and the new warrant issued to the holder has been recorded as a gain on exchange of debt and warrant obligations in the accompanying statement of operations for the year ended December 31, 2019. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 3 – Debt Debt consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Convertible notes payable, short term: Note payable, (in default) $ 1,000,000 $ 1,000,000 Note payable (extinguished through exchange agreement) — 200,000 Note payable (extinguished through exchange agreement) — 40,000 Note payable, (in default) 50,000 50,000 Note payable (in default) 35,000 35,000 Note payable (due on demand) 19,125 13,125 Total notes payable, short-term $ 1,104,125 $ 1,338,125 Note Payable – Short-term On December 27, 2013 the Company borrowed $1,050,000 under an unsecured credit facility with a private, third-party lender. The facility is represented by a promissory note (the “December 2013 Note”) with an original maturity date of March 12, 2014. In connection with the December 2013 Note, the Company granted the lender a warrant (the “Warrant”) exercisable to purchase 100,000 shares of its common stock at an exercise price of $15.00 per share. In connection with an extension to April 2015, the parties amended the date for exercise of the Warrant to be a period commencing April 7, 2015 and expiring on the third anniversary of such date. The Company issued no additional warrants to the lender in connection with the extension of the Note to the New Maturity Date. If the Company failed to pay the Note on or before its New Maturity Date, the number of shares issuable under the Warrant increases to 1,333,333 and the exercise price drops to $0.75 per share. All other terms of the Warrant remained the same. The Warrant has been treated as a derivative liability whereby the value of Warrant is estimated at the date of grant and recorded as a derivative liability and as a discount on the note payable. The warrant liability is revalued to fair value at each reporting date with the corresponding income (loss) reflected in the statement of operations as change in derivative liability. The discount is amortized ratably through the original maturity date and each of the extended maturity dates. The warrant expired as of December 31, 2019 and is no longer exercisable. In connection with an extension of the December 2013 Note to April 7, 2016, the Company agreed to enter into a definitive revenue sharing agreement with the lender to grant the lender under the revenue sharing agreement an irrevocable right to receive a monthly payment equal to one half of one percent (1/2%) of the gross revenue derived from the share of all hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other oil and gas concessions that the Company and its affiliates may acquire in the future. This percent increased to one percent (1%) when the Company did not pay the December 2013 Note in full by August 7, 2014. Therefore, the revenue sharing agreement is fixed at one percent (1%). The value of the one percent (1.0%) definitive revenue sharing agreement granted to the lender as consideration for the extension of the maturity date to December 7, 2014 was estimated to be $964,738. Such amount was recorded as a reduction of oil and gas properties and as a discount on the renewed note payable and amortized ratably over the extended term of the note. In connection with the extension of the maturity date of the December 2013 Note to April 7, 2016, the Company also (i) issued the lender 20,000 shares of restricted common stock; (ii) decreased the exercise price of the warrant to $5.00 per share and extended the term of the warrant to a period commencing on the New Maturity Date and expiring on the third anniversary of such date; and (iii) paid $50,000 toward amounts due under the December 2013 Note. The Company issued no additional warrants to the lender in connection with the extension of the Note to the New Maturity Date. If the Company failed to pay the December 2013 Note on or before its New Maturity Date, the number of shares issuable under the Warrant increases to 1,333,333 and the exercise price drops to $0.75 per share. All other terms of the warrant remained the same. The warrant expired as of December 31, 2019. The December 2013 Note may be prepaid without penalty at any time. The December 2013 Note is subordinated to all existing and future senior indebtedness, as such terms are defined in the Note. The December 2013 Note is in default and the Company is pursuing a resolution to this default, including completing the extinguishment of the note balance, accrued interest and revenue sharing agreement through an exchange agreement which is further described below; however, there can be no assurances such efforts will be successful. The Warrant was treated as a derivative liability whereby the value of Warrant is estimated at the date of grant and recorded as a derivative liability and as a discount on the note payable. The warrant liability was revalued to fair value at each reporting date with the corresponding income (loss) reflected in the statement of operations as change in derivative liability. The Warrant expired as of December 31, 2019. The discount was amortized ratably through the original maturity date and each of the extended maturity dates. The Company recognized the value of the 20,000 shares of common stock issued ($104,000) and the increased value of the outstanding warrants due to the decrease in their exercise price ($68,716) as an additional discount on the note payable to be amortized ratably over the extended term of the underlying note. On July 29, 2019 the Company entered into a non-binding term sheet with the holder of the December 2013 Note which has an unpaid principal balance of $1.0 million as of December 31, 2019. The term sheet, if consummated, will resolve the default contingencies regarding the December 2013 Note through an exchange agreement. Under the proposed terms the Company will make a cash payment of $100,000 within 60 days of the execution of an Exchange Agreement and will issue 740,500 shares of common stock to the holder in exchange for and cancellation of the following obligations: ● December 2013 Note with an original principal balance of $1,050,000 and current principal balance of $1,000,000; ● Accrued and unpaid interest of approximately $481,000 as of December 31, 2019 related to the December 2013 Note; ● Common Stock Purchase Warrant issued December 27, 2013 to acquire 100,000 shares of common stock with an exercise price of $5.00 per share; ● Preemptive Rights Agreement dated December 27, 2013; and ● Revenue Sharing Agreement issued May 30, 2014 representing one half of one percent (1/2%) of the gross revenue derived from the share of all hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The term sheet is non-binding until such time as the cash payment is made and the common stock are issued to the holder and there can be no assurance that the Company will successfully complete the Exchange Agreement. The Company did not make the required $100,000 cash payment within the contractual 60-day time period and therefore the term sheet is not binding on the parties. The parties are attempting to resolve the payment default and otherwise complete the Exchange Agreement as described above. The following notes were extinguished on June 19, 2019: ● On November 8, 2016 the Company borrowed a total of $200,000 from an individual under a convertible note payable with the conversion rate of $5.00 per share. The note required no principal or interest payments until its maturity date of November 7, 2017 and bore interest at 8% per annum. The note was not paid on its original maturity date. ● On April 20, 2017, the Company borrowed $40,000 under an unsecured credit facility with a private, third-party lender which is convertible at a rate of $5.00 per share. The note required no principal or interest payments until its maturity date of April 19, 2018 and bore interest at 8% per annum. The note was not paid on its maturity date. On June 19, 2019, the Company and the holder of these two convertible notes entered into an exchange agreement whereby the two convertible notes with an unpaid principal balance of $240,000 and related accrued interest totaling $45,020 were extinguished. Under the exchange agreement the Company issued the individual a new warrant exercisable to purchase up to 570,000 shares of common stock at an exercise price of $0.50 per share with a termination date of June 19, 2026 without any price protection or dilution provisions in exchange for the extinguishment of the two convertible notes and related accrued interest. The Black-Scholes valuation of the warrant issued to the holder on June 19, 2019 totaled $62,564. Following is an analysis of gain on extinguishment of the obligations pursuant to the Exchange Agreement during the year ended December 31, 2019: Amount Obligations extinguished on the date of exchange, June 19, 2019: Convertible Notes balance at the date of exchange, June 19, 2019 $ 240,000 Accrued interest on the Convertible Notes at the date of exchange, June 19, 2019 45,020 Securities issued in exchange for the obligations extinguished on the date of the exchange, June 19, 2019: Value of the stock purchase warrant issued on the date of exchange, June 19, 2019 (62,564 ) Gain on exchange of debt and warrant obligations $ 222,456 Other than the December 2013 Note, at December 31, 2019 the Company had short-term notes outstanding with entities or individuals as follows: ● On July 7, 2015 the Company borrowed a total of $50,000 from an individual under a convertible note payable with the conversion rate of $5.60 per share. The term of the note was for a period of 90 days and bears interest at 8% per annum. In connection with the loan, the Company issued the entity a warrant for the purchase of 5,000 shares of common stock at $5.60 per share for a period of five years from the date of the note. The terms of the note and warrant provide that should the note and interest not be paid in full by its maturity date, the number of warrants automatically increases to 10,000 shares and the exercise price remains at $5.60 per share. The ratchet provision in the stock purchase warrant requires that the warrant be accounted for as derivative liability. The Company recorded the estimated fair value of the warrant totaling $22,314 as a discount on note payable and as a derivative liability in the same amount, as of the origination date. On October 7, 2015, the note was extended for an additional 90 days or until January 7, 2016 and later to May 7, 2016 and ultimately to October 7, 2016. The Company and its lender are pursuing a resolution of this default. There can be no assurance that the Company will be successful in this regard. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase 5,000 shares of common stock on each extension date at an exercise price of $5.60 per share, which warrants were immediately exercisable and expire in five years. The value of the 5,000 newly issued warrants issued on January 7, 2016 totaled $379 and $131 on May 7, 2016, both of which were amortized over the extension period (through October 7, 2016). The related warrant derivative liability balance was $662 and $492 as of December 31, 2019 and 2018, respectively. See Note 5. ● On July 15, 2015, the Company borrowed a total of $35,000 from an individual under a convertible note payable with the conversion rate of $5.60 per share. The term of the note was for a period of 90 days and bears interest at 8% per annum. In connection with the loan, the Company issued the entity a warrant for the purchase of 3,500 shares of common stock at $5.60 per share for a period of five years from the date of the note. The terms of the note and warrant provide that should the note and interest not be paid in full by its maturity date, the number of warrants automatically increases to 7,000 shares and the exercise price remains at $5.60 per share. The ratchet provision in the stock purchase warrant requires that the warrant be accounted for as a derivative liability. The Company recorded the estimated fair value of the warrant totaling $11,827 as a discount on note payable and as a derivative liability in the same amount, as of the origination date. On October 15, 2015, the note was extended for an additional 90 days or until January 15, 2016 and later to October 15, 2016. The Company is pursuing a resolution of this default including an additional extension from the holder. There can be no assurance that the Company will be successful in this regard. In consideration, the Company granted the lender common stock purchase warrants exercisable to purchase an aggregate of 3,500 shares of common stock on each extension date at an exercise price of $5.60 per share, which warrants were immediately exercisable and expire in five years. The value of the 3,500 newly issued warrants on January 15, 2016 totaled $267 and $74 on May 15, 2016, both of which were amortized over the extension period (through October 15, 2016). The related warrant derivative liability balance was $454 and $345 as of December 31, 2019 and 2018, respectively. See Note 5. ● On May 21, 2018 the Company borrowed $13,125 under an unsecured promissory note with a private third lender which is convertible into common stock at a rate of $0.50 per share. During June 2019 and August 2019 the Company borrowed an additional $50,500 and $5,500, respectively from this same third-party lender under the same terms. The note is due on demand and bears interest at 8% per annum. In October 2019 the Company repaid $50,000 in principal on this demand note. The outstanding principal on the demand notes totaled $19,125 and $13,125 as of December 31, 2019 and 2018 respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 4 – Stock Based Compensation The Company applies ASC 718, Stock Compensation In May 2006, the Company’s stockholders approved the 2006 Equity Incentive Plan (the “2006 Plan”), under which both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. An aggregate of 47,000 shares of the Company’s common stock are reserved for issuance under the 2006 Plan. In June 2005, the Company’s stockholders approved the 2005 Equity Incentive Plan (the “2005 Plan”), under which both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. An aggregate of 47,500 shares of the Company’s common stock were reserved for issuance under the 2005 and 2006 Plans; however, such Plans have now expired and no further issuances can be made. Options granted under the 2005 Plan and 2006 Plan allow for the purchase of common stock at prices not less than the fair market value of such stock at the date of grant, become exercisable immediately or as directed by the Company’s Board of Directors and generally expire ten years after the date of grant. The Company also has issued other stock options not pursuant to a formal plan with terms similar to the 2005 and 2006 Plans. At the Annual Meeting of Stockholders held on September 25, 2015 and the stockholders approved the Infinity Energy Resources, Inc. 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”) and reserved 500,000 shares for issuance under the Plan. As of December 31, 2019, 500,000 shares were available for future grants under the 2015 Plan. All other Plans have now expired. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility and expected dividends. These estimates involve inherent uncertainties and the application of management judgment. For purposes of estimating the expected term of options granted, the Company aggregates option recipients into groups that have similar option exercise behavioral traits. Expected volatilities used in the valuation model are based on the expected volatility that would be used by an independent market participant in the valuation of certain of the Company’s warrants. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s forfeiture rate assumption used in determining its stock-based compensation expense is estimated based on historical data. The actual forfeiture rate could differ from these estimates. There were no stock options granted during the years ended December 31, 2019 and 2018. The following table summarizes stock option activity for the year ended December 31, 2019: Number of Options Weighted Average Exercise Weighted Aggregate Outstanding at December 31, 2018 338,200 $ 41.24 3.1 years $ — Granted — — Exercised — — Forfeited (6,200 ) (7.80 ) Outstanding at December 31, 2019 332,000 $ 41.86 2.29 years $ — Outstanding and exercisable at December 31, 2019 332,000 $ 41.86 2.29 years $ — The Company recorded stock-based compensation expense in connection with the vesting of options granted aggregating $-0- and $-0- during the years ended December 31, 2019 and 2018, respectively. The intrinsic value as of December 31, 2019 related to the vested and unvested stock options as of that date was $-0-. The unrecognized compensation cost as of December 31, 2019 related to the unvested stock options as of that date was $-0-. Restricted stock grants. A summary of all restricted stock activity under the equity compensation plans for the year ended December 31, 2019 is as follows: Number of Weighted Nonvested balance, January 1, 2019 — $ — Granted 2,000,000 0.13 Vested (1,250,000 ) (0.13 ) Forfeited — — Nonvested balance, December 31, 2019 750,000 $ 0.13 The Company recorded stock-based compensation expense in connection with the issuance/vesting of restricted granted aggregating $186,274 and $-0- during the years ended December 31, 2019 and 2018, respectively. The Company estimated the fair market value of these restricted stock grants based on the closing market price on the date of grant. As of December 31, 2019, there were $73,726 of total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next 10 months in accordance with the respective vesting scale. The nonvested balance of restricted stock vests as follows: Years ended Number of 2020 750,000 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 5 – Derivative Instruments Derivatives – Warrants Issued Relative to Notes Payable The estimated fair value of the Company’s derivative liabilities, all of which are related to the detachable warrants issued in connection with various notes payable and the secured convertible note, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock, interest rates, the probability of both the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the note payable and warrant agreement terms (Note 2 and 3) and non-performance risk factors, among other items (ASC 820, Fair Value Measurements The Company issued warrants to purchase an aggregate of 34,000 shares of common stock, respectively in connection with various outstanding debt instruments which require derivative accounting treatment as of December 31, 2019 and 2018. A comparison of the assumptions used in calculating estimated fair value of such derivative liabilities as of December 31, 2019 is as follows: As of December 31, 2019 Volatility – range 316.2 % Risk-free rate 1.69 % Contractual term 0.5 – 1.3 years Exercise price $ 5.60 Number of warrants in aggregate 34,000 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Amount Balance at December 31, 2018 $ 65,502 Unrealized derivative losses included in other expense for the period 89,714 Extinguishment of derivative liability in exchange transactions (154,100 ) Balance at December 31, 2019 $ 1,116 The warrant derivative liability consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Warrant issued to holder of Secured convertible note (Note 2) $ — $ 57,092 Warrant issued to placement agent (Note 2) — 7,573 Warrants issued to holders of notes payable - short term (Note 3) 1,116 837 Total warrant derivative liability $ 1,116 $ 65,502 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 6 – Warrants The following table summarizes warrant activity for the year ended December 31, 2019: Number of Weighted Outstanding and exercisable at December 31, 2018 2,365,563 $ 5.01 Issued pursuant to exchange agreements 681,380 0.50 Cancelled pursuant to exchange agreements (2,040,000 ) (5.00 ) Exercised/forfeited (60,000 ) (5.00 ) Outstanding and exercisable at December 31, 2019 946,943 $ 1.78 The weighted average term of all outstanding common stock purchase warrants was 4.8 years as of December 31, 2019. The intrinsic value of all outstanding common stock purchase warrants and the intrinsic value of all vested common stock purchase warrants was zero as of December 31, 2019. |
Supplemental Oil and Gas Inform
Supplemental Oil and Gas Information | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Supplemental Oil and Gas Information | Note 7 – Supplemental Oil and Gas Information Estimated Proved Oil and Gas Reserves (Unaudited) As of December 31, 2019 and 2018, the Company had no proved reserves. As such, there are no estimates of proved reserves to disclose, nor standardized measure of discounted future net cash flows relating to proved reserves. Costs Incurred in Oil and Gas Activities Costs incurred during the year ended December 31, 2019 in connection with the Company’s oil and gas acquisition, exploration and development activities are shown below. Year ended December 31, 2019 Property acquisition costs: Proved $ — Unproved Total property acquisition costs — Development costs — Exploration costs 77,784 Total costs $ 77,784 Exploration costs during the year ended December 31, 2019 primarily related to area concession and training fees to be paid to the Nicaraguan Government for 2019. In addition to the $77,784 expenses described above, the Company expensed all of the costs related to the option to purchase the Properties totaling $76,415 which expired on December 31, 2019. The Company expensed all costs related to the Option upon its expiration although the Company continues to negotiate an extension and revision of the Option to acquire the Properties. All costs related to the Nicaraguan Concessions have been expensed as incurred during the year ended December 31, 2019 as the Concessions were in default status and the Nicaraguan Concession assets were considered to be impaired and fully reserved as of December 31, 2019 and 2018. Aggregate capitalized costs relating to the Company’s oil and gas producing activities, and related accumulated depreciation, depletion, impairment and amortization are as follows: December 31, 2019 2018 Proved oil and gas properties $ — $ — Unproved oil and gas properties 11,254,557 11,176,773 Total 11,254,557 11,176,773 Less amounts allocated to revenue sharing interest granted to Note holder for extension of maturity date (See Note 3) (964,738 ) (964,738 ) Less accumulated impairment charge on oil and gas properties as of December 31, 2015 (9,720,666 ) (9,720,666 ) Less amounts charged directly to operations since January 1, 2016 (569,153 ) (491,369 ) Less accumulated depreciation, depletion and amortization — — Net capitalized costs $ — $ — Management has performed its impairment tests on its oil and gas properties as of December 31, 2019 and 2018, has concluded that a full impairment reserve should be provided on the costs capitalized for its unproved oil and gas properties consisting of the Nicaraguan Concessions and its Option to acquire the Properties which expired on December 31, 2019. Therefore, an impairment charge of $9,720,666 was charged to operations during the year ended December 31, 2015 which reduced the carrying amount of Nicaragua Concession oil and gas properties to zero. The Nicaraguan Concessions remained fully impaired as of December 31, 2019 and 2018. The Company abandoned the Concessions project in 2020. Costs Not Being Amortized Oil and gas property costs not being amortized at December 31, 2019, (all accumulated costs have been reserved through an impairment charge as of December 31, 2015 and through direct expense for January 1, 2016 and after) costs by year that the costs were incurred, are as follows: Year Ended December 31, 2019 (expensed directly) $ 77,784 2018 (expensed directly) 155,584 2017 (expensed directly) 170,274 2016 (expensed directly) 165,511 2015 92,568 2014 115,622 2013 6,051,411 2012 581,723 2011 731,347 Prior 3,112,733 Total costs not being amortized $ 11,254,557 The above unevaluated costs relate to the Company’s approximate 1,400,000 acre Nicaraguan Concessions. The Company anticipates that these unproved costs in the table above will be reclassified to proved costs within the next five years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The provision for income taxes consists of the following: For the Year Ended December 31, 2019 2018 Current income tax expense (benefit) $ — $ (150,000 ) Deferred income tax benefit — — Total income tax expense (benefit) $ — $ (150,000 ) The effective income tax rate on continuing operations varies from the statutory federal income tax rate as follows: For the Years Ended December 31, 2019 2018 Federal income tax rate 21.0 % (21.0 )% State income tax rate 4.7 (4.4 ) Stock-based compensation (17.7 ) — Change in valuation allowance (12.9 ) 26.4 AMT Credit carryforward — (34.3 ) Other, net (4.9 ) (1.0 ) Effective tax rate — % (34.3 )% The significant temporary differences and carry-forwards and their related deferred tax asset (liability) and deferred tax asset valuation allowance balances are as follows: For the Years Ended December 31, 2019 2018 (in thousands) Deferred tax assets: Accruals and other $ 980 $ 940 Asset retirement obligations 435 435 Note payable discounts and derivatives — (510 ) Stock-based compensation 801 1,190 Alternative minimum tax credit carry-forward — — Net operating loss carry-forward 17,006 16,930 Gross deferred tax assets 19,222 18,985 Less valuation allowance (19,222 ) (18,985 ) Deferred tax asset $ — $ — The effective income tax rate on income (loss) before income tax benefit varies from the statutory federal income tax rate primarily due to the Tax Cuts and Jobs Act (the “Act”) enacted on December 22, 2017. The Act significantly changed U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018. Under the Act, corporations are no longer subject to the AMT, effective for taxable years beginning after December 31, 2017. However, where a corporation has an AMT Credit from a prior taxable year, the corporation still carries it forward and may use a portion of it as a refundable credit in any taxable year beginning after 2017 but before 2022. Generally, 50% of the corporation’s AMT Credit carried forward to one of these years will be claimable and refundable for that year. In tax years beginning in 2021, however, the entire remaining carryforward generally will be refundable. The Company has generated an AMT credit carryforward during prior years totaling $150,000 which previously was reported as income taxes payable on the Company’s balance sheet and the corresponding deferred tax asset was fully reserved based on all available evidence, the Company considered it more likely than not that all of the AMT tax credit carryforward would not be realized. Based on the provisions of the new Act, the Company now considers it more likely than not that all of the AMT tax credit carryforward will be realized. Accordingly, the Company has recognized an income benefit of $150,000 during the year ended December 31, 2018 as it reduced the corresponding income taxes payable to zero as of December 31, 2018. The Company will receive no cash from the elimination of this AMT tax credit carryforward as the Company had not previously paid the AMT tax rather it recorded the income tax liability on the accompanying balance sheet. The Company has incurred operating losses in recent years and it continues to be in a three-year cumulative loss position at December 31, 2019. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to continue to provide a 100% valuation allowance on its net deferred tax assets. The Company expects to continue to maintain a full valuation allowance until it determines that it can sustain a level of profitability that demonstrates its ability to realize these assets. To the extent the Company determines that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. For income tax purposes, the Company has net operating loss carry-forwards of approximately $66,950,000, which expire from 2025 through 2039. The Company has not completed the filing of tax returns for the tax years 2012 through 2019. Therefore, all such tax returns are open to examination by the Internal Revenue Service. The Internal Revenue Code contains provisions under Section 382 which limit a company’s ability to utilize net operating loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Management has not completed its review of whether such ownership changes have occurred, and whether the Company currently is subject to an annual limitation or the possibility of the complete elimination of the net operating loss carry- forwards might have occurred. In addition, the Company may be further limited by additional ownership changes which may occur in the future. As discussed in Note 1, “Summary of Significant Accounting Policies,” tax positions are evaluated in a two-step process. Management first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Management has identified no tax positions taken that would meet or exceed these thresholds and therefore there are no gross interest, penalties and unrecognized tax expense/benefits that are not expected to ultimately result in payment or receipt of cash in the financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies The Company has not maintained insurance coverage on its U.S domestic oil and gas properties for a number of years. The Company is not in compliance with Federal and State laws regarding the U.S. domestic oil and gas properties. The Company’s known compliance issues relate to the Texas Railroad Commission regarding administrative filings and renewal permits relative to its Texas oil and gas properties that were sold in 2012. The ultimate resolution of these compliance issues could have a material adverse impact on the Company’s financial statements. Nicaraguan Concessions The Company was in default of various provisions of the 30-year Concession for both Perlas and Tyra blocks as of December 31, 2019, including (1) the drilling of at least one exploratory well on the Perlas Block; (2) the shooting of additional seismic on the Tyra Block; (3) the provision of the Ministry of Energy with the required letters of credit in the amounts totaling $1,356,227 for the Perlas block and $278,450 for the Tyra block for exploration requirements on the leases; (4) payment of the 2016, 2017, 2018 and 2019 area fees required for both the Perlas and Tyra which total approximately $194,485; and (5) payment of the 2016, 2017, 2018 and 2019 training fees required for both the Perlas and Tyra totaling approximately $350,000. The Company had been seeking a resolution of these defaults including the ability to extend, renew and/or renegotiate the terms of the Nicaraguan Concessions with the Nicaraguan government to cure the defaults; however, the political climate and domestic issues caused the Company to halt such efforts and to abandon the Concessions in 2020. Revenue Sharing Commitments On March 23, 2009, the Company entered into a Securities Purchase Agreement, dated effective as of March 23, 2009, with Offshore Finance, LLC, an accredited investor, to issue a subordinated promissory note in the aggregate principal amount of up to $1,275,000 and a one percent (1%) revenue sharing interest in the Nicaraguan Concessions. Off-Shore funded a total of $1,275,000 and subsequently converted the subordinated promissory note to common stock. Under the Revenue Sharing Agreement (the “Revenue Agreement”), Infinity assigned to Off-Shore a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP will be paid to Off-Shore by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions and does not create any rights in the Nicaraguan Concessions for Off-Shore. In connection with its dissolution Off-Shore assigned its RSP to its individual members. On June 6, 2009, the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions and does not create any rights in the Nicaraguan Concessions for officers and directors. The Company intends to seek joint venture or working interest partners (the “Farmout”) prior to the commencement of any exploratory drilling operations on the Nicaraguan Concessions. On September 8, 2009 the Company entered into a Revenue Sharing Agreement with Jeff Roberts to assist the Company with its technical studies of gas and oil holdings in Nicaragua and managing and assisting in the Farmout. Infinity assigned to Jeff Roberts a monthly payment equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid to Jeff Roberts by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions and does not create any rights in the Nicaraguan Concessions for Jeff Roberts. In connection with the extension of the December 2013 Note with a $1,050,000 principal balance issued in December 2013, the Company entered into a Revenue Sharing Agreement in May 2014. Infinity assigned to the note holder a monthly payment equal to the revenue derived from one percent (1%) of 8/8ths of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other oil and gas concessions that the Company and its affiliates may acquire in the future. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Sharing Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions. Lack of Compliance with Law Regarding Domestic Properties Infinity has not been in compliance with existing federal, state and local laws, rules and regulations for its previously owned domestic oil and gas properties and this could have a material or significantly adverse effect upon the liquidity, capital expenditures, earnings or competitive position of Infinity. All domestic oil and gas properties held by Infinity – Wyoming and Infinity-Texas were disposed of well prior to December 31, 2019; however, the Company may remain liable for certain asset retirement costs should the new owners not complete their obligations. Management believes the total asset retirement obligations recorded of $1,716,003 as of December 31, 2019 and 2018 are sufficient to cover any potential noncompliance liabilities relative to the plugging of abandoned wells, the removal of facilities and equipment, and site restoration on oil and gas properties for its former oil and gas properties. The Company has not maintained insurance on the domestic properties for a number of years nor has it owned/produced any oil & gas properties for a number of years. Binding Term Sheet to Acquire Domestic Oil and Gas Properties On July 31, 2019 the Company acquired the “Option” from Core to purchase the production and mineral rights/leasehold for the Properties. The Company paid a nonrefundable deposit of $50,000 to bind the purchase option which gave it the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the option prior to December 31, 2019 and the parties are currently negotiating an extension of such option and a reduction of the purchase price, although there can be no assurance that the parties will reach an agreement to do so. The Company has expensed all costs related to the Option to acquire the Properties as of December 31, 2019 as the Option is now expired. The purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. The Option includes a provision permitting Core to exercise a buy-out clause and sell the Properties to a third-party purchaser prior to our exercise of the Option. If such a sale occurs, the Company would be entitled to 10% of the proceeds of the sale on the closing date. In such event, Core will for a period of nine months following the buy-out find a project of like kind and provide the Company a first right of refusal to acquire such asset. Litigation The Company is subject to numerous claims and legal actions in which vendors are claiming breach of contract due to the Company’s failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements. The Company is currently involved in litigation as follows: ● In October 2012 the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company engaged in negotiations with the State of Texas in late 2012 and early 2013 and reached a settlement agreement that would reduce the aggregate liability, in this action and any extension of this to other Texas wells, to $45,103, which amount has been paid. Certain performance obligations remain which must be satisfied in order to finally settle and dismiss the matter. Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the officers have potential liability regarding the above matter, and the officers are held personally harmless by indemnification provisions of the Company. Therefore, to the extent they might actually occur, these liabilities are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 Infinity-Texas operated wells. This related liability, less the payment made to the State of Texas in 2012 in the amount of $45,103, is included in the asset retirement obligation on the accompanying balance sheets. ● Cambrian Consultants America, Inc. (“Cambrian”) filed an action in the District Court of Harris County, Texas, number CV2014-55719, on September 26, 2014 against Infinity Energy Resources, Inc. resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Nicaraguan Concessions. Cambrian provided these services pursuant to a Master Consulting Agreement with Infinity, dated November 20, 2013, and has claimed breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $96,877 plus interest and attorney fees. The Company has included the impact of this litigation as a liability in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. ● Torrey Hills Capital, Inc. (“Torrey”) notified the Company by letter, dated August 15, 2014, of its demand for the payment of $56,000, which it alleged was unpaid and owed under a consulting agreement dated October 18, 2013. The parties entered into a consulting agreement under which Torrey agreed to provide investor relations services in exchange for payment of $7,000 per month and the issuance of 15,000 shares of common stock. The agreement was for an initial three month-term with automatic renewals unless terminated upon 30 days’ written notice by either party. The Company made payments totaling $14,000 and issued 15,000 shares of common stock during 2013. The Company contends that Torrey breached the agreement by not performing the required services and that it had provided proper notice of termination to Torrey. Furthermore, the Company contends that the parties agreed to settle the dispute on or about June 19, 2014 under which it would issue 2,800 shares of common stock in full settlement of any balance then owed and final termination of the agreement. Torrey disputed the Company’s contentions and submitted the dispute to binding arbitration. The Company was unable to defend itself and the arbitration panel awarded Torrey a total of $79,594 in damages. The Company has accrued this amount in accounts payable as of December 31, 2019 and 2018, which management believes is sufficient to provide for the ultimate resolution of this dispute. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions The Company does not have any employees other than the CEO, COO and CFO. In previous years, certain general and administrative services (for which payment is deferred) had been provided by the CFO’s accounting firm at its standard billing rates plus out-of-pocket expenses consisting primarily of accounting, tax and other administrative fees. The Company no longer utilizes the CFO’s accounting for such support services and was not billed for any such services during the years ended December 31, 2019 and 2018. The amount due to the CFO’s firm for services previously provided was $762,407 at December 31, 2019 and 2018 and is included in accrued liabilities at both dates. On June 6, 2009, the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP will bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions and does not create any rights in the Nicaraguan Concessions for officers and directors. In connection with its subordinated loan, Offshore Finance, LLC was granted a one percent (1%) revenue sharing interest in the Nicaraguan Concessions in connection with a subordinated loan provided previously which was subsequently converted to common stock. The managing partner of Offshore and the Company’s CFO are partners in the accounting firm which the Company used for general corporate purposes in the past. In connection with its dissolution, Offshore assigned its RSP to its individual members, which includes the former managing partner of Offshore. On July 31, 2019 we acquired the Option Core to purchase the production and mineral rights/leasehold the Properties. We paid a nonrefundable deposit of $50,000 to bind the purchase option, which provided us the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the option prior to December 31, 2019 and the parties are currently negotiating an extension of such Option and reduction of the purchase price. Mr. Loeffelbein, our COO is a member of Core Energy, LLC. As of December 31, 2019 and 2018, the Company had accrued compensation to its officers and directors of $1,829,208. The Board of Directors authorized the Company to cease compensation for its officers and directors effective January 1, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events Covid – 19 Pandemic The consolidated financial statements contained in this Report as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of December 31, 2019. Since that date, economies throughout the world have been severely disrupted by the effects of the quarantines, business closures and the reluctance of individuals to leave their homes as a result of the outbreak of the coronavirus (Covid-19). In particular, the oil and gas market has been severely impacted by the negative effects of the coronavirus because of the substantial and abrupt decrease in the demand for oil and gas globally. In addition, the capital markets have been disrupted and our efforts to raise necessary capital will likely be adversely impacted by the outbreak of the virus and we cannot forecast with any certainty when the disruptions caused by it will cease to impact our business and the results of our operations. In reading this report on Form 10-K, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the outbreak of Covid-19. NICARAGUA CONCESSIONS The Company has not resolved the various contingencies related to the default status of its Nicaraguan Concessions (See Note 8). The Company had been seeking a resolution of these defaults including the ability to extend, renew and/or renegotiate the terms of the Nicaraguan Concessions with the Nicaraguan government to cure the defaults; however, the political climate and domestic issues caused the Company to halt such efforts in 2020 and abandon the project relating to the Concessions. DEBT OBLIGATIONS The Company has not resolved the contingencies regarding its various notes payable related to their default status as described in Notes 3 other than the December 2013 Note described above. The Company continues to pursue resolutions of these defaults including to negotiate extensions, waivers or new note agreements; however, there can be no assurance that the Company will be successful in that regard. On July 29, 2019 the Company entered into a non-binding term sheet with the holder of the December 2013 Note which had an unpaid principal balance of $1.0 million as of December 31, 2019. The term sheet, if consummated, will resolve the default contingencies regarding the December 2013 Note through an exchange agreement. See Note 3, Debt.” OIL AND GAS PROPERTY ACQUISITION On July 31, 2019 the Company acquired an the Option from Core to purchase the production and mineral rights/leasehold for the Properties. The Company paid a nonrefundable deposit of $50,000 to bind the purchase option which gave it the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the option prior to December 31, 2019 and the parties are negotiating an extension of such Option and a reduction of the purchase price, although there can be no assurance that the parties will reach an agreement to do so. |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Since 2009 we had planned to pursue the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks offshore Nicaragua in the Caribbean Sea (the “Nicaraguan Concessions” or “Concessions”), which contain a total of approximately 1.4 million acres. We sold our wholly-owned subsidiary Infinity Oil and Gas of Texas, Inc. in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc., was administratively dissolved in 2009. We also began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of natural gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, on July 31, 2019 we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold for oil & gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). We paid a nonrefundable deposit of $50,000 to bind the purchase option, which provided us the right to acquire the Properties for $2.5 million prior to December 31, 2019. The Company was not able to exercise the option prior to December 31, 2019 and the parties are currently negotiating an extension of such Option and lowering the purchase price of the Properties. There can be no assurance that the parties will negotiate an extension particularly in light of recent events including the coronavirus pandemic and its impact on the oil and gas industry. If the parties agree to extend, reprice or otherwise complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. We intend to complete the acquisition of the Properties prior to the end of 2020, subject to successful renegotiations and obtaining adequate financing. The Option includes a provision permitting Core to exercise a buy-out clause and sell the Properties to a third-party purchaser prior to our exercise of the Option. If such a sale occurs, we would be entitled to 10% of the proceeds of the sale on the closing date. In such event, Core will for a period of nine months following the buy-out find a project of like kind and provide us a first right of refusal to acquire such asset. We must obtain new sources of debt and/or equity capital to fund the substantial needs enumerated above, as well as satisfying our existing debt obligations. We are attempting to obtain extensions of the maturity date for our outstanding debt; however, there can be no assurance that we will be able to do so or what the final terms will be if the lenders agree to such extensions. Further, we can provide no assurance that we will be able to obtain sufficient new debt/equity capital to exercise the Option. Nicaragua We began pursuing an oil and gas exploration opportunity offshore Nicaragua in the Caribbean Sea in 1999. Since such time, we built relationships with the Instituto Nicaraguense de Energia (“INE”) and undertook the geological and geophysical research that helped us to become one of only six companies qualified to bid on offshore blocks in the first international bidding round held by INE in January 2003. On March 5, 2009, we signed the contracts granting us the Perlas and Tyra concession blocks offshore Nicaragua (the “Nicaraguan Concessions” or “Concessions”). Since our acquisition of the Nicaraguan Concessions, we have conducted an environmental study and developed geological information from the reprocessing and additional evaluation of existing 2-D seismic data acquired over our Perlas and Tyra concession blocks. In April 2013, the Nicaraguan government formally approved our Environmental Impact Assessment, at which time we commenced significant activity under the initial work plan involving the acquisition of new seismic data on the two Nicaraguan Concessions. We undertook seismic shoots during late 2013 that resulted in the acquisition of new 2-D and 3-D seismic data and have reviewed it to select initial drilling sites for exploratory wells. We relied on raising debt and equity capital to fund our ongoing maintenance/expenditure obligations under the Nicaraguan Concession, our day-to-day operations and corporate overhead because we have generated no operating revenues or cash flows in recent years. The $1.0 million December 2013 Note (See Note 3) matured in April 2016 and is currently in default and three other notes payable with principal balances of $104,125 as of December 31, 2019 are now either due on demand or currently in default. In 2020 we abandoned the Concessions. |
Going Concern | Going Concern The Company must raise substantial amounts of debt and equity capital from other sources in the immediate future in order to fund the (i) acquisition of the Properties under the Option; (ii) normal day-to-day operations and corporate overhead; and (iii) outstanding debt and other financial obligations as they become due, as described below. These are substantial operational and financial issues that must be successfully addressed during 2020. The Company is seeking new sources of debt and equity capital to fund the needs enumerated above. The Company is attempting to obtain extensions of the maturity dates for its debt or compromises of the debt. In addition, the Company will seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. The Company has restructured certain obligations that were in default during 2019; however, there can be no assurance that it will be able to obtain such funding, extensions or additional restructurings or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Management Estimates | Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates with regard to the financial statements include the estimated carrying value of unproved properties, the estimated fair value of derivative liabilities, secured convertible note payable, stock-based awards and overriding royalty interests, and the realization of deferred tax assets. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning January 1, 2019. The adoption of the standard had no impact on our financial position or results of operations for the years ended December 31, 2019 and 2018. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The adoption of the standard had no impact on our financial position or results of operations for the years ended December 31, 2019 and 2018. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows. |
Concentrations | Concentrations The Company’s business plan had consisted of developing the Nicaraguan Concessions in addition to potential domestic oil and gas projects and it may become active in Nicaragua in the future, given sufficient capital and curing the defaults under the Nicaraguan Concessions and its other financial obligations. In 2020 the Company decided not pursue development of the Concessions and has focused on the Option to purchase the Properties. |
Foreign Currency | Foreign Currency The United States dollar is the functional currency for the Company’s operations. Although the Company’s acquisition and exploration activities have been conducted in Nicaragua, a significant portion of the payments incurred for exploration activities are denominated in United States dollars. The Company expects that a significant portion of its required and discretionary expenditures in the foreseeable future will also be denominated in United States dollars. Any foreign currency gains and losses are included in the results of operations in the period in which they occur. The Company does not have any cash accounts denominated in foreign currencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting cash flows, cash consists of cash on hand and demand deposits with financial institutions. Although the Company had minimal cash as of December 31, 2019 and 2018, its policy is that all highly liquid investments with a maturity of three months or less when purchased would be cash equivalents and would be included along with cash as cash and equivalents. |
Oil and Gas Properties | Oil and Gas Properties The Company will follow the full cost method of accounting for exploration and development activities. Accordingly, all costs incurred in the acquisition, exploration, and development of properties (including costs of surrendered and abandoned leaseholds, delay lease rentals, dry holes and seismic costs) and the fair value of estimated future costs of site restoration, dismantlement, and abandonment activities will be capitalized. Overhead related to development activities will also be capitalized during the acquisition phase. Depletion of proved oil and gas properties will be computed on the units-of-production method, with oil and gas being converted to a common unit of measure based on relative energy content, whereby capitalized costs, as adjusted for estimated future development costs and estimated asset retirement costs, are amortized over the total estimated proved reserve quantities. Investments in unproved properties, including capitalized interest and internal costs, are not depleted pending determination of the existence of proved reserves. Unproved properties are assessed periodically (at least annually) to ascertain whether impairment has occurred. Unproved properties whose costs are individually significant will be assessed individually by considering the primary lease terms of the properties, the holding period of the properties, geographic and geologic data obtained relating to the properties, and estimated discounted future net cash flows from the properties. Estimated discounted future net cash flows are based on discounted future net revenues associated with probable and possible reserves, risk adjusted as appropriate. Where it is not practicable to assess individually the amount of impairment of properties for which costs are not individually significant, such properties are grouped for purposes of assessing impairment. The amount of impairment assessed is deducted from the costs to be amortized and reported as a period expense when the impairment is recognized. All unproved property costs as of December 31, 2019 and 2018 relate to the Nicaraguan Concessions. In assessing the unproved property costs for impairment, the Company takes into consideration various information including: (i) the terms of the Concessions, (ii) the status of the Company’s compliance with the Nicaraguan Concessions’ requirements, (iii) the ongoing evaluation of the seismic data, (iv) the commodity prices for oil and gas products, (v) the overall environment related to oil and gas exploration and development projects for unproven targets in unproven regions of the world, (vi) the availability of financing for financial and strategic partners, and (vii) other factors that would impact the viability of a significant long-term oil and gas exploration and development project. The current environment for oil and gas development projects, especially discoveries in otherwise undeveloped regions of the world, is very challenging given the depressed commodity prices for oil and gas products and the resulting industry-wide reduction in capital expenditure budgets for exploration and development projects. These were substantial impediments for the Company to obtain adequate financing to fund the exploration and development of its Nicaraguan Concessions. The Company performed its impairment tests as of December 31, 2019 and 2018 and has concluded that a full impairment reserve should be provided on the costs capitalized for the Nicaraguan Concessions oil and gas properties. All costs related to the Nicaraguan Concessions from January 1, 2016 through December 31, 2019 have been charged to operating expenses as incurred. Pursuant to full cost accounting rules, the Company must perform a “ceiling test” each quarter. The ceiling test provides that capitalized costs less related accumulated depletion and deferred income taxes for each cost center may not exceed the sum of (1) the present value of future net revenue from estimated production of proved oil and gas reserves using prices based on the arithmetic mean of the previous 12 months’ first-of month prices and current costs, including the effects of derivative instruments accounted for as cash flow hedges, but excluding the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, and a discount factor of 10%; plus (2) the cost of properties not being amortized, if any; plus (3) the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any; less (4) income tax effects related to differences in the book and tax basis of oil and gas properties. If capitalized costs exceed the ceiling, the excess must be charged to expense and may not be reversed in future periods. As of December 31, 2019 and 2018, the Company did not have any proved oil and gas properties, and all unproved property costs relate to its Nicaraguan Concessions. Proceeds from the sales of oil and gas properties are accounted for as adjustments to capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss would be recognized in the determination of the Company’s net earnings/loss. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. Capitalized costs are depleted as a component of the full cost pool using the units of production method. Although the Company had divested all of its domestic oil properties that contain operating and abandoned wells as of December 31, 2012, the Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100% of the stock in Infinity-Texas in 2012. The Company has recognized an additional liability of $734,897 related to its former Texas oil and gas producing properties (included in asset retirement obligations) to recognize the potential personal liability of the Company and its officers for the Infinity-Texas oil and gas properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. In addition, management believes the Company has been relieved from asset retirement obligations related to Infinity-Wyoming because of the sale of its Wyoming and Colorado oil and gas properties in 2008; however, the Company has recognized since 2012 an additional liability of $981,106 related to its former Wyoming and Colorado oil and gas producing properties (included in asset retirement obligations) to recognize the potential liability of the Company and its officers should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. |
Derivative Instruments | Derivative Instruments The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of December 31, 2019 and 2018 and during the years then ended, the Company had no oil and natural gas derivative arrangements outstanding. As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Notes 2, 3, 5 and 6), those warrants are required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts. In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities. ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value. The estimated fair value of the Company’s Note and various derivative liabilities, which are related to detachable warrants issued in connection with various notes payable, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock, interest rates, the probability of both of the downward adjustment of the exercise price and the upward adjustment to the number of warrants as provided by the warrant agreement terms and non-performance risk factors, among other items. The fair values for the warrant derivatives as of December 31, 2019 and 2018 were classified under the fair value hierarchy as Level 3. The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Senior convertible note payable $ — $ — $ — $ — Derivative liabilities — — 1,116 1,116 $ — $ — $ 1,116 $ 1,116 December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Senior convertible note payable $ — $ — $ 2,197,231 $ 2,197,231 Derivative liabilities — — 65,502 65,502 $ — $ — $ 2,262,733 $ 2,262,733 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the years ended December 31, 2019 and 2018. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between financial accounting bases and tax bases of assets and liabilities. The tax benefits of tax loss carryforwards and other deferred taxes are recorded as an asset to the extent that management assesses the utilization of such assets to be more likely than not. Management routinely assesses the realizability of the Company’s deferred income tax assets, and a valuation allowance is recognized if it is determined that deferred income tax assets may not be fully utilized in future periods. Management considers future taxable earnings in making such assessments. Numerous judgments and assumptions are inherent in the determination of future taxable earnings, including such factors as future operating conditions. When the future utilization of some portion of the deferred tax asset is determined not to be more likely than not, a valuation allowance is provided to reduce the recorded deferred tax asset. When the Company can project that a portion of the deferred tax asset can be realized through application of a portion of tax loss carryforward, the Company will record that utilization as a deferred tax benefit and recognize a deferred tax asset in the same amount. There can be no assurance that facts and circumstances will not materially change and require the Company to adjust its deferred income tax asset valuation allowance in a future period. The Company recognized a deferred tax asset, net of valuation allowance, of $-0- at December 31, 2019 and 2018. The Company is potentially subject to taxation in many jurisdictions, and the calculation of income tax liabilities (if any) involves dealing with uncertainties in the application of complex income tax laws and regulations in various taxing jurisdictions. It recognizes certain income tax positions that meet a more-likely-than not recognition threshold. If the Company ultimately determines that the payment of these liabilities will be unnecessary, it will reverse the liability and recognize an income tax benefit. No liability for unrecognized tax benefit was recorded as of December 31, 2019. During the year ended December 31, 2018 the Company determined that the payment of the certain liabilities related to the alternative minimum tax from prior years will be unnecessary, and therefore it reversed the liability and recognized an income tax benefit as described in the following section. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”),which significantly changes U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018. Under the Act, corporations are no longer subject to the AMT, effective for taxable years beginning after December 31, 2017. However, where a corporation has an AMT Credit from a prior taxable year, the corporation still carries it forward and may use a portion of it as a refundable credit in any taxable year beginning after 2017 but before 2022. Generally, 50% of the corporation’s AMT Credit carried forward to one of these years will be claimable and refundable for that year. In tax years beginning in 2021, however, the entire remaining carryforward generally will be refundable. The Company has generated an AMT credit carryforward during prior years totaling $150,000 which previously was reported as income taxes payable on the Company’s balance sheet and the corresponding deferred tax asset was fully reserved based on all available evidence, the Company considered it more likely than not that all of the AMT tax credit carryforward would not be realized. Based on the provisions of the new Act, the Company now considers it more likely than not that all the AMT tax credit carryforward will be realized. Accordingly, the Company has recognized an income benefit of $150,000 during the year ended December 31, 2018 as it reduced the corresponding income taxes payable to zero as of December 31, 2018. The Company will receive no cash from the elimination of this AMT tax credit carryforward because the Company had not previously paid the AMT tax but rather it recorded the income tax liability on the accompanying balance sheet. |
Net Income (Loss) Per Share | Net Income (Loss) per Share Pursuant to FASB ASC Topic 260, Earnings per Share, |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Senior convertible note payable $ — $ — $ — $ — Derivative liabilities — — 1,116 1,116 $ — $ — $ 1,116 $ 1,116 December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Senior convertible note payable $ — $ — $ 2,197,231 $ 2,197,231 Derivative liabilities — — 65,502 65,502 $ — $ — $ 2,262,733 $ 2,262,733 |
Secured Convertible Note Paya_2
Secured Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Convertible Note Payable | Secured Convertible Note (the “Note) payable consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Secured convertible note payable, at fair value $ — $ 2,197,231 Less: Current maturities (2,197,231 ) Secured convertible note payable, long-term $ — $ — |
Schedule of Activity in Secured Convertible Note | Following is an analysis of the activity in the Note during the year ended December 31, 2019: Amount Balance at December 31, 2018 $ 2,197,231 Funding under the Investor Note during the period — Principal repaid during the period by issuance of common stock — Change in fair value of secured convertible note during the period — Exchange of secured convertible note payable for common stock (2,197,231 ) Balance at December 31, 2019 $ — |
Schedule of Gain on Exchange of Debt and Warrant Obligations | Following is an analysis of gain on exchange of the debt and warrant obligations pursuant to the Exchange Agreement during the year ended December 31, 2019: Amount Obligations extinguished on the date of exchange, May 23, 2019: Convertible Note balance at the date of exchange, May 23, 2019 $ 2,197,231 Accrued interest on the Convertible Note at the date of exchange, May 23, 2019 28,643 Fair value of Warrant Derivative at the date of exchange, May 23, 2019 116,731 Securities issued in exchange for the obligations extinguished on the date of Exchange, May 23, 2019 and the finalization of the Side-Letter Agreement at November 23, 2019: 605,816 Common shares issued on the date of exchange, May 23, 2019 valued at $0.121 per share, the closing market price on May 23, 2019 (73,304 ) 567,348 Common shares issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (68,082 ) Issuance of warrants to purchase 61,380 common shares issued pursuant to the finalization of the Side-Letter agreement on November 23, 2019 (7,358 ) Gain on exchange of debt and warrant obligations $ 2,193,861 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Debt Outstanding | Debt consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Convertible notes payable, short term: Note payable, (in default) $ 1,000,000 $ 1,000,000 Note payable (extinguished through exchange agreement) — 200,000 Note payable (extinguished through exchange agreement) — 40,000 Note payable, (in default) 50,000 50,000 Note payable (in default) 35,000 35,000 Note payable (due on demand) 19,125 13,125 Total notes payable, short-term $ 1,104,125 $ 1,338,125 |
Short-term Debt [Member] | |
Schedule of Gain on Extinguishment of Debt | Following is an analysis of gain on extinguishment of the obligations pursuant to the Exchange Agreement during the year ended December 31, 2019: Amount Obligations extinguished on the date of exchange, June 19, 2019: Convertible Notes balance at the date of exchange, June 19, 2019 $ 240,000 Accrued interest on the Convertible Notes at the date of exchange, June 19, 2019 45,020 Securities issued in exchange for the obligations extinguished on the date of the exchange, June 19, 2019: Value of the stock purchase warrant issued on the date of exchange, June 19, 2019 (62,564 ) Gain on exchange of debt and warrant obligations $ 222,456 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2019: Number of Options Weighted Average Exercise Weighted Aggregate Outstanding at December 31, 2018 338,200 $ 41.24 3.1 years $ — Granted — — Exercised — — Forfeited (6,200 ) (7.80 ) Outstanding at December 31, 2019 332,000 $ 41.86 2.29 years $ — Outstanding and exercisable at December 31, 2019 332,000 $ 41.86 2.29 years $ — |
Schedule of Restricted Stock Unit Activity | A summary of all restricted stock activity under the equity compensation plans for the year ended December 31, 2019 is as follows: Number of Weighted Nonvested balance, January 1, 2019 — $ — Granted 2,000,000 0.13 Vested (1,250,000 ) (0.13 ) Forfeited — — Nonvested balance, December 31, 2019 750,000 $ 0.13 |
Schedule of Nonvested Restricted Stock Unit Activity | The nonvested balance of restricted stock vests as follows: Years ended Number of 2020 750,000 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Estimated Fair Value of Derivative Liabilities | A comparison of the assumptions used in calculating estimated fair value of such derivative liabilities as of December 31, 2019 is as follows: As of December 31, 2019 Volatility – range 316.2 % Risk-free rate 1.69 % Contractual term 0.5 – 1.3 years Exercise price $ 5.60 Number of warrants in aggregate 34,000 |
Summary of Changes in Fair Value Derivative Financial Instruments | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Amount Balance at December 31, 2018 $ 65,502 Unrealized derivative losses included in other expense for the period 89,714 Extinguishment of derivative liability in exchange transactions (154,100 ) Balance at December 31, 2019 $ 1,116 |
Schedule of Warrant Derivative Liability | The warrant derivative liability consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Warrant issued to holder of Secured convertible note (Note 2) $ — $ 57,092 Warrant issued to placement agent (Note 2) — 7,573 Warrants issued to holders of notes payable - short term (Note 3) 1,116 837 Total warrant derivative liability $ 1,116 $ 65,502 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following table summarizes warrant activity for the year ended December 31, 2019: Number of Weighted Outstanding and exercisable at December 31, 2018 2,365,563 $ 5.01 Issued pursuant to exchange agreements 681,380 0.50 Cancelled pursuant to exchange agreements (2,040,000 ) (5.00 ) Exercised/forfeited (60,000 ) (5.00 ) Outstanding and exercisable at December 31, 2019 946,943 $ 1.78 |
Supplemental Oil and Gas Info_2
Supplemental Oil and Gas Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Schedule of Costs Incurred in Connection with Oil and Gas Acquisition, Exploration and Development Activities | Costs incurred during the year ended December 31, 2019 in connection with the Company’s oil and gas acquisition, exploration and development activities are shown below. Year ended December 31, 2019 Property acquisition costs: Proved $ — Unproved Total property acquisition costs — Development costs — Exploration costs 77,784 Total costs $ 77,784 |
Aggregate Cost and Related Accumulated Depreciation, Depletion, Impairment and Amortization | Aggregate capitalized costs relating to the Company’s oil and gas producing activities, and related accumulated depreciation, depletion, impairment and amortization are as follows: December 31, 2019 2018 Proved oil and gas properties $ — $ — Unproved oil and gas properties 11,254,557 11,176,773 Total 11,254,557 11,176,773 Less amounts allocated to revenue sharing interest granted to Note holder for extension of maturity date (See Note 3) (964,738 ) (964,738 ) Less accumulated impairment charge on oil and gas properties as of December 31, 2015 (9,720,666 ) (9,720,666 ) Less amounts charged directly to operations since January 1, 2016 (569,153 ) (491,369 ) Less accumulated depreciation, depletion and amortization — — Net capitalized costs $ — $ — |
Schedule of Oil and Gas Property Costs Not Being Amortized | Oil and gas property costs not being amortized at December 31, 2019, (all accumulated costs have been reserved through an impairment charge as of December 31, 2015 and through direct expense for January 1, 2016 and after) costs by year that the costs were incurred, are as follows: Year Ended December 31, 2019 (expensed directly) $ 77,784 2018 (expensed directly) 155,584 2017 (expensed directly) 170,274 2016 (expensed directly) 165,511 2015 92,568 2014 115,622 2013 6,051,411 2012 581,723 2011 731,347 Prior 3,112,733 Total costs not being amortized $ 11,254,557 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following: For the Year Ended December 31, 2019 2018 Current income tax expense (benefit) $ — $ (150,000 ) Deferred income tax benefit — — Total income tax expense (benefit) $ — $ (150,000 ) |
Schedule of Income Statutory Federal Income Tax Rate | The effective income tax rate on continuing operations varies from the statutory federal income tax rate as follows: For the Years Ended December 31, 2019 2018 Federal income tax rate 21.0 % (21.0 )% State income tax rate 4.7 (4.4 ) Stock-based compensation (17.7 ) — Change in valuation allowance (12.9 ) 26.4 AMT Credit carryforward — (34.3 ) Other, net (4.9 ) (1.0 ) Effective tax rate — % (34.3 )% |
Schedule of Deferred Tax Assets and Liabilities | The significant temporary differences and carry-forwards and their related deferred tax asset (liability) and deferred tax asset valuation allowance balances are as follows: For the Years Ended December 31, 2019 2018 (in thousands) Deferred tax assets: Accruals and other $ 980 $ 940 Asset retirement obligations 435 435 Note payable discounts and derivatives — (510 ) Stock-based compensation 801 1,190 Alternative minimum tax credit carry-forward — — Net operating loss carry-forward 17,006 16,930 Gross deferred tax assets 19,222 18,985 Less valuation allowance (19,222 ) (18,985 ) Deferred tax asset $ — $ — |
Nature of Operations, Basis o_4
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Jul. 31, 2019USD ($)a | Apr. 20, 2017 | Nov. 08, 2016 | Dec. 27, 2013 | Dec. 31, 2019USD ($)a | Dec. 31, 2018USD ($) | Jul. 29, 2019USD ($) |
Non refundable deposits | $ 50,000 | ||||||
Acquisition of oil and gas properties | |||||||
Debt maturity date | Apr. 19, 2018 | Nov. 7, 2017 | |||||
Notes payable current | 1,104,125 | 1,338,125 | |||||
Deferred tax asset, valuation allowance net | |||||||
Income tax rate percentage | 21.00% | 21.00% | |||||
Effective income tax percentage | 4.70% | (4.40%) | |||||
Income tax (expense) benefit | $ (150,000) | ||||||
AMT Credit [Member] | |||||||
Effective income tax percentage | 50.00% | ||||||
Income tax (expense) benefit | 150,000 | ||||||
Corresponding income tax payable | $ 0 | ||||||
Infinity-Texas [Member] | |||||||
Percentage of sale of stock | 100.00% | ||||||
Former Texas Oil and Gas Producing Properties [Member] | |||||||
Additional liability | $ 734,897 | ||||||
Former Wyoming and Colorado Oil and Gas Producing Properties [Member] | |||||||
Additional liability | 981,106 | ||||||
December 2013 Note [Member] | |||||||
Principal amount of senior secured convertible notes | $ 1,000,000 | ||||||
Notes payable current | $ 1,000,000 | ||||||
December 2013 Note [Member] | |||||||
Debt maturity date | Mar. 12, 2014 | Apr. 30, 2016 | |||||
Three Other Notes Payable [Member] | |||||||
Notes payable current | $ 104,125 | ||||||
Core Energy, LLC [Member] | |||||||
Contiguous acres | a | 11,000 | ||||||
Core Energy, LLC [Member] | Purchase Option, Prior to December 31, 2019 [Member] | |||||||
Acquisition of oil and gas properties | $ 2,500,000 | ||||||
Acquisition of oil and gas properties, description | If the parties agree to extend, reprice or otherwise complete the acquisition, the purchase will include the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand zone with an approximate depth of 3,600 feet. | ||||||
Nicaraguan Concessions [Member] | |||||||
Nature of operations oil and gas resources acres | a | 1,400,000 |
Nature of Operations, Basis o_5
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Senior convertible note payable | $ 2,197,231 | |
Derivative liabilities | 1,116 | 65,502 |
Fair Value, Measurements, Recurring [Member] | ||
Senior convertible note payable | 2,197,231 | |
Derivative liabilities | 1,116 | 65,502 |
Fair value on liabilities | 1,116 | 2,262,733 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Senior convertible note payable | ||
Derivative liabilities | ||
Fair value on liabilities | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Senior convertible note payable | ||
Derivative liabilities | ||
Fair value on liabilities | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Senior convertible note payable | 2,197,231 | |
Derivative liabilities | 1,116 | 65,502 |
Fair value on liabilities | $ 1,116 | $ 2,262,733 |
Secured Convertible Note Paya_3
Secured Convertible Note Payable (Details Narrative) - USD ($) | Nov. 23, 2019 | Jun. 04, 2019 | May 23, 2019 | May 23, 2019 | May 04, 2017 | May 15, 2016 | May 07, 2016 | Jan. 15, 2016 | Jan. 07, 2016 | Jul. 15, 2015 | Jul. 07, 2015 | May 07, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | May 30, 2019 | Apr. 20, 2017 | Nov. 08, 2016 | Oct. 15, 2015 | Oct. 07, 2015 | May 31, 2015 |
Issuance of warrant to purchase shares of common stock | 3,500 | 5,000 | 34,000 | 34,000 | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ .0001 | ||||||||||||||||||
Warrants price per share | $ 5.60 | $ 5.60 | $ 5.60 | $ 5.60 | ||||||||||||||||
Conversion price per share | $ 5.60 | 5.60 | $ 5 | $ 5 | ||||||||||||||||
Sale of stock, price per share | $ 5.60 | $ 5.60 | ||||||||||||||||||
Number of shares issued values | $ 142,500 | |||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 74 | $ 131 | $ 267 | $ 379 | $ 11,827 | $ 22,314 | ||||||||||||||
Change in fair value derivatives | (89,714) | $ 38,681 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Issuance of warrant to purchase shares of common stock | 240,000 | |||||||||||||||||||
Warrants price per share | $ 5 | |||||||||||||||||||
Warrant expiration date | May 7, 2022 | |||||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||
Issuance of warrant to purchase shares of common stock | 50,000 | |||||||||||||||||||
Warrants price per share | $ 0.50 | |||||||||||||||||||
Warrant expiration date | Jun. 4, 2026 | |||||||||||||||||||
Investor Note [Member] | ||||||||||||||||||||
Notes payable principal balance | $ 9,490,000 | |||||||||||||||||||
Additional amount funded from related parties | 510,000 | |||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||
Convertible debt outstanding | 9,490,000 | 11,687,231 | ||||||||||||||||||
Cancellation of convertible note principal amount | 9,490,000 | |||||||||||||||||||
Debt original issue of discount | 2,000,000 | |||||||||||||||||||
Replacement Note [Member] | ||||||||||||||||||||
Convertible debt outstanding | $ 2,197,231 | |||||||||||||||||||
Conversion price per share | $ 0.50 | |||||||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||||||
Gain on exchange of debt and warrant obligations | $ 29,383 | |||||||||||||||||||
Exchange Agreement [Member] | Warrant [Member] | ||||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 116,731 | |||||||||||||||||||
Fair value of the original warrant derivative | $ 37,368 | $ 37,368 | ||||||||||||||||||
Change in fair value derivatives | $ 29,795 | |||||||||||||||||||
Exchange Agreement [Member] | Derivative [Member] | ||||||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 7,985 | |||||||||||||||||||
Extinguishment of debt | $ 37,368 | |||||||||||||||||||
Side-letter Agreement [Member] | ||||||||||||||||||||
Issuance of warrant to purchase shares of common stock | 61,380 | |||||||||||||||||||
Warrants price per share | $ 0.50 | |||||||||||||||||||
Percentage of fully diluted shares outstanding | 9.99% | |||||||||||||||||||
Number of shares issued values | $ 567,348 | |||||||||||||||||||
Shares issued price per share | $ 0.0001 | |||||||||||||||||||
Warrant expiration date | Jun. 19, 2026 | |||||||||||||||||||
Side-letter Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
Sale of stock, price per share | $ 0.10 | $ 0.10 | ||||||||||||||||||
Side-letter Agreement [Member] | New Warrant [Member] | ||||||||||||||||||||
Percentage of fully diluted shares outstanding | 9.99% | 9.99% | ||||||||||||||||||
Exchange Agreement Amendment 1 [Member] | ||||||||||||||||||||
Common stock, capital shares reserved for future issuance | 605,816 | |||||||||||||||||||
Percentage of fully diluted shares outstanding | 9.99% | |||||||||||||||||||
May 2015 Private Placement [Member] | ||||||||||||||||||||
Notes payable principal balance | $ 12,000,000 | |||||||||||||||||||
Issuance of warrant to purchase shares of common stock | 1,800,000 | |||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||
Percentage of fee received of cash proceeds | 6.00% | |||||||||||||||||||
Proceeds from issuance of common stock | $ 600,000 | |||||||||||||||||||
Received amount at closing | $ 27,000 | |||||||||||||||||||
May 2015 Private Placement [Member] | Exchange Agreement [Member] | Convertible Note Payable [Member] | ||||||||||||||||||||
Convertible debt outstanding | $ 2,197,231 | |||||||||||||||||||
May 2015 Private Placement [Member] | Exchange Agreement [Member] | Convertible Note Payable [Member] | Accrued Interest [Member] | ||||||||||||||||||||
Convertible debt outstanding | $ 28,643 | |||||||||||||||||||
May 2015 Private Placement [Member] | Registration Rights Agreement [Member] | Convertible Note Payable [Member] | ||||||||||||||||||||
Common stock, capital shares reserved for future issuance | 770,485 | |||||||||||||||||||
Private Agent [Member] | ||||||||||||||||||||
Issuance of warrant to purchase shares of common stock | 240,000 | |||||||||||||||||||
Warrants price per share | $ 5 | |||||||||||||||||||
Private Placement Memorandum [Member] | ||||||||||||||||||||
Issuance of warrant to purchase shares of common stock | 1,800,000 | 1,800,000 | ||||||||||||||||||
Private Placement Memorandum [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Notes payable principal balance | $ 9,550,000 | |||||||||||||||||||
Note payments for cash and issuing promissory note | $ 450,000 | |||||||||||||||||||
Secured Convertible Note Payable [Member] | Warrant [Member] | ||||||||||||||||||||
Derivative liability | $ 116,731 | $ 116,731 | $ 59,639 |
Secured Convertible Note Paya_4
Secured Convertible Note Payable - Schedule of Secured Convertible Note Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Secured convertible note payable, at fair value | $ 2,197,231 | |
Less: Current maturities | (2,197,231) | |
Secured convertible note payable, long-term |
Secured Convertible Note Paya_5
Secured Convertible Note Payable - Schedule of Activity in Secured Convertible Note (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt Disclosure [Abstract] | |
Balance, beginning | $ 2,197,231 |
Funding under the Investor Note during the period | |
Principal repaid during the period by issuance of common stock | |
Change in fair value of secured convertible note during the period | |
Exchange of secured convertible note payable for common stock | (2,197,231) |
Balance, ending |
Secured Convertible Note Paya_6
Secured Convertible Note Payable - Schedule of Gain on Exchange of Debt and Warrant Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gain on exchange of debt and warrant obligations | $ 2,445,700 | |
Exchange Agreement on May 23, 2019 [Member] | ||
Gain on exchange of debt and warrant obligations | 2,193,861 | |
Exchange Agreement on May 23, 2019 [Member] | Convertible Note [Member] | ||
Gain on exchange of debt and warrant obligations | 2,197,231 | |
Exchange Agreement on May 23, 2019 [Member] | Accrued Interest [Member] | ||
Gain on exchange of debt and warrant obligations | 28,643 | |
Exchange Agreement on May 23, 2019 [Member] | Warrant Derivative [Member] | ||
Gain on exchange of debt and warrant obligations | 116,731 | |
Exchange Agreement on May 23, 2019 [Member] | Exchange of Securities [Member] | ||
Gain on exchange of debt and warrant obligations | (73,304) | |
Side-Letter Agreement on November 23, 2019 [Member] | Common Shares Issued [Member] | ||
Gain on exchange of debt and warrant obligations | (68,082) | |
Side-Letter Agreement on November 23, 2019 [Member] | Warrants Shares Issued [Member] | ||
Gain on exchange of debt and warrant obligations | $ (7,358) |
Secured Convertible Note Paya_7
Secured Convertible Note Payable - Schedule of Gain on Exchange of Debt and Warrant Obligations (Details) (Parenthetical) - $ / shares | Nov. 23, 2019 | May 23, 2019 | Aug. 15, 2014 | Dec. 31, 2013 |
Number of shares issued | 15,000 | 15,000 | ||
Exchange Agreement on May 23, 2019 [Member] | Exchange of Securities [Member] | ||||
Number of shares issued | 605,816 | |||
Shares issued price per share | $ 0.121 | |||
Side-Letter Agreement on November 23, 2019 [Member] | Common Shares Issued [Member] | ||||
Number of shares issued | 567,348 | |||
Side-Letter Agreement on November 23, 2019 [Member] | Warrants Shares Issued [Member] | ||||
Number of shares issued | 61,380 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jul. 29, 2019 | Jun. 19, 2019 | May 21, 2018 | Apr. 20, 2017 | Nov. 08, 2016 | May 15, 2016 | May 07, 2016 | Jan. 15, 2016 | Jan. 07, 2016 | Oct. 15, 2015 | Oct. 07, 2015 | Jul. 15, 2015 | Jul. 07, 2015 | Aug. 15, 2014 | Dec. 27, 2013 | Oct. 31, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2013 |
Proceeds from unsecured credit facility | $ 40,000 | ||||||||||||||||||||
Debt maturity date | Apr. 19, 2018 | Nov. 7, 2017 | |||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 5,000 | 3,500 | |||||||||||||||||||
Warrants exercise price per share | $ 5.60 | $ 5.60 | $ 5.60 | $ 5.60 | |||||||||||||||||
Increase of warrants issuance | 7,000 | 10,000 | |||||||||||||||||||
Warrants exercise price drops price per share | $ 5.60 | $ 5.60 | |||||||||||||||||||
Common stock issued | 12,310,733 | 7,712,569 | |||||||||||||||||||
Common stock issued value | $ (1,231) | $ (771) | |||||||||||||||||||
Number of shares issued | 15,000 | 15,000 | |||||||||||||||||||
Notes payable current | $ 1,104,125 | $ 1,338,125 | |||||||||||||||||||
Warrant to purchase shares of common stock | 3,500 | 5,000 | 34,000 | 34,000 | |||||||||||||||||
Proceeds from convertible debt | $ 200,000 | $ 35,000 | $ 50,000 | $ 56,000 | $ 13,125 | ||||||||||||||||
Conversion price per share | $ 5 | $ 5 | $ 5.60 | $ 5.60 | |||||||||||||||||
Debt instruments interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||
Number of warrants issued newly during the period | 5,000 | 3,500 | |||||||||||||||||||
Common stock at exercise price | $ 5.60 | $ 5.60 | |||||||||||||||||||
Warrants expiration period | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||
Estimated fair value of conversion feature and warrants | $ 74 | $ 131 | $ 267 | $ 379 | $ 11,827 | $ 22,314 | |||||||||||||||
Debt maturity extended date | Jan. 15, 2016 | Jan. 7, 2016 | |||||||||||||||||||
Debt maturity extended later date | Oct. 15, 2016 | May 7, 2016 | |||||||||||||||||||
Two Convertible Notes [Member] | |||||||||||||||||||||
Debt maturity date | Jun. 19, 2026 | ||||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 570,000 | ||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | ||||||||||||||||||||
Unpaid principal balance | $ 240,000 | ||||||||||||||||||||
Debt instrument accrued interest | $ 45,020 | ||||||||||||||||||||
Number of warrants issued newly during the period | 62,564 | ||||||||||||||||||||
Revenue Sharing Agreement [Member] | |||||||||||||||||||||
Gross revenue percentage, description | One half of one percent (1/2%) of the gross revenue derived from the share of all hydrocarbons produced at the wellhead from the Nicaraguan Concessions. | ||||||||||||||||||||
Debt instrument description | The Company did not make the required $100,000 cash payment within the contractual 60-day time period and therefore the term sheet is not binding on the parties. The parties are attempting to resolve the payment default and otherwise complete the Exchange Agreement as described above. | ||||||||||||||||||||
Common Stock Purchase Warrant [Member] | |||||||||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||||||||
Warrant to purchase shares of common stock | 100,000 | ||||||||||||||||||||
December 2013 Note [Member] | |||||||||||||||||||||
Proceeds from unsecured credit facility | $ 1,050,000 | ||||||||||||||||||||
Debt maturity date | Mar. 12, 2014 | Apr. 30, 2016 | |||||||||||||||||||
Issuance of warrants exercisable to purchase of common stock | 100,000 | ||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||
Increase of warrants issuance | 1,333,333 | ||||||||||||||||||||
Warrants exercise price drops price per share | $ 0.75 | ||||||||||||||||||||
December 2013 Note [Member] | Revenue Sharing Agreement [Member] | |||||||||||||||||||||
Notes payable principal balance | $ 1,050,000 | ||||||||||||||||||||
December 2013 Note to April 7, 2016 One [Member] | |||||||||||||||||||||
Percentage of revenue sharing agreement description | In connection with an extension of the December 2013 Note to April 7, 2016, the Company agreed to enter into a definitive revenue sharing agreement with the lender to grant the lender under the revenue sharing agreement an irrevocable right to receive a monthly payment equal to one half of one percent (1/2%) of the gross revenue derived from the share of all hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other oil and gas concessions that the Company and its affiliates may acquire in the future. This percent increased to one percent (1%) when the Company did not pay the December 2013 Note in full by August 7, 2014. Therefore, the revenue sharing agreement is fixed at one percent (1%). The value of the one percent (1.0%) definitive revenue sharing agreement granted to the lender as consideration for the extension of the maturity date to December 7, 2014 was estimated to be $964,738. | ||||||||||||||||||||
Estimated revenue | $ 964,738 | ||||||||||||||||||||
December 2013 Note to April 7, 2016 Two [Member] | |||||||||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||||||||
Increase of warrants issuance | 1,333,333 | ||||||||||||||||||||
Warrants exercise price drops price per share | $ 0.75 | ||||||||||||||||||||
Restricted common stock issued | 20,000 | ||||||||||||||||||||
Repayment of debt | $ 50,000 | ||||||||||||||||||||
Warrant expiration date | Dec. 31, 2019 | ||||||||||||||||||||
Common stock issued | 20,000 | ||||||||||||||||||||
Common stock issued value | $ (104,000) | ||||||||||||||||||||
Increased value of the outstanding warrants | (68,716) | ||||||||||||||||||||
December 2013 Note [Member] | |||||||||||||||||||||
Unpaid principal balance | 1,000,000 | ||||||||||||||||||||
Repayments of notes payable | $ 100,000 | ||||||||||||||||||||
Number of shares issued | 740,500 | ||||||||||||||||||||
Notes payable principal balance | $ 1,050,000 | ||||||||||||||||||||
Notes payable current | 1,000,000 | ||||||||||||||||||||
Accrued and unpaid interest | $ 481,000 | ||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||
Derivative liability | 662 | 492 | |||||||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||||||
Derivative liability | 454 | 345 | |||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||
Repayments on unsecured promissory note | $ 50,000 | ||||||||||||||||||||
Outstanding principal on unsecured promissory note | $ 19,125 | $ 13,125 | |||||||||||||||||||
Unsecured Promissory Note [Member] | Private Third Lender [Member] | |||||||||||||||||||||
Proceeds from convertible debt | $ 13,125 | $ 5,500 | $ 50,500 | ||||||||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||||||||||
Debt instruments interest rate | 8.00% |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total notes payable, short-term | $ 1,104,125 | $ 1,338,125 |
Note Payable (In Default) One [Member] | ||
Total notes payable, short-term | 1,000,000 | 1,000,000 |
Note Payable (Extinguished through Exchange Agreement) Two [Member] | ||
Total notes payable, short-term | 200,000 | |
Note Payable (Extinguished through Exchange Agreement) Three [Member] | ||
Total notes payable, short-term | 40,000 | |
Note Payable (In Default) Four [Member] | ||
Total notes payable, short-term | 50,000 | 50,000 |
Note Payable (In Default) Five [Member] | ||
Total notes payable, short-term | 35,000 | 35,000 |
Note Payable (Due on Demand) Six [Member] | ||
Total notes payable, short-term | $ 19,125 | $ 13,125 |
Debt - Schedule of Gain on Exti
Debt - Schedule of Gain on Extinguishment of Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gain on exchange of debt and warrant obligations | $ 2,445,700 | |
Exchange Agreement on June 19, 2019 [Member] | ||
Gain on exchange of debt and warrant obligations | 222,456 | |
Exchange Agreement on June 19, 2019 [Member] | Convertible Note [Member] | ||
Gain on exchange of debt and warrant obligations | 240,000 | |
Exchange Agreement on June 19, 2019 [Member] | Accrued Interest on Convertible Notes [Member] | ||
Gain on exchange of debt and warrant obligations | 45,020 | |
Exchange Agreement on June 19, 2019 [Member] | Stock Purchase Warrant [Member] | ||
Gain on exchange of debt and warrant obligations | $ (62,564) |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of options granted | ||
Stock-based compensation expense in connection with vesting of options granted | $ 0 | $ 0 |
Share based vested and unvested stock options, intrinsic value | 0 | |
Unrecognized compensation cost related to unvested stock options | 0 | |
Stock-based compensation expense | 186,274 | |
Unrecognized compensation costs to non-vested restricted stock grants | $ 73,726 | |
2006 Equity Incentive Plan [Member] | ||
Issuance of reserved common stock, shares | 47,000 | |
2005 Plan and 2006 Plan [Member] | ||
Issuance of reserved common stock, shares | 47,500 | |
Stock date of granted expiration period | 10 years | |
2015 Stock Option and Restricted Stock Plan [Member] | ||
Issuance of reserved common stock, shares | 500,000 | |
Shares available for future grants under all plans | 500,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning | 338,200 | |
Number of Options, Granted | ||
Number of Options, Exercised | ||
Number of Options, Forfeited | (6,200) | |
Number of Options, Outstanding, Ending | 332,000 | 338,200 |
Number of Options, Outstanding and Exercisable | 332,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 41.24 | |
Weighted Average Exercise Price Per Share, Granted | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Weighted Average Exercise Price Per Share, Forfeited | (7.80) | |
Weighted Average Exercise Price Per Share, Outstanding, Ending | 41.86 | $ 41.24 |
Weighted Average Exercise Price Per Share, Outstanding and Exercisable | $ 41.86 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 3 years 1 month 6 days | |
Weighted Average Remaining Contractual Term, Outstanding, Ending | 2 years 3 months 15 days | |
Weighted Average Remaining Contractual Term, Outstanding and Exercisable | 2 years 3 months 15 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Aggregate Intrinsic Value, Outstanding, Ending | ||
Aggregate Intrinsic Value, Outstanding and Exercisable |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Restricted shares, Nonvested balance, beginning | shares | |
Number of Restricted shares, Granted | shares | 2,000,000 |
Number of Restricted shares, Vested | shares | (1,250,000) |
Number of Restricted shares, Forfeited | shares | |
Number of Restricted shares, Nonvested balance, end | shares | 750,000 |
Weighted average grant date fair value, Nonvested balance, beginning | $ / shares | |
Weighted average grant date fair value, Granted | $ / shares | 0.13 |
Weighted average grant date fair value, Vested | $ / shares | (0.13) |
Weighted average grant date fair value, Forfeited | $ / shares | |
Weighted average grant date fair value, Nonvested balance, end | $ / shares | $ 0.13 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Nonvested Restricted Stock Unit Activity (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
2020 [Member] | |
Number of shares nonvested balance of restricted stock | $ 750,000 |
Derivative Instruments (Details
Derivative Instruments (Details Narrative) - shares | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 15, 2015 | Jul. 07, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Warrant to purchase shares of common stock | 34,000 | 34,000 | 3,500 | 5,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Estimated Fair Value of Derivative Liabilities (Details) | 12 Months Ended | |||
Dec. 31, 2019$ / sharesshares | Dec. 31, 2018shares | Jul. 15, 2015shares | Jul. 07, 2015shares | |
Number of warrants in aggregate | shares | 34,000 | 34,000 | 3,500 | 5,000 |
Derivative [Member] | Volatility - Range [Member] | ||||
Fair value assumptions, measurement input | 316.2 | |||
Derivative [Member] | Risk Free Rate [Member] | ||||
Fair value assumptions, measurement input | 1.69 | |||
Derivative [Member] | Contractual Term [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, term | 6 months | |||
Derivative [Member] | Contractual Term [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, term | 1 year 3 months 19 days | |||
Derivative [Member] | Exercise Price [Member] | ||||
Fair value assumptions, measurement input, exercise price | $ / shares | $ 5.60 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Changes in Fair Value Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 65,502 | |
Unrealized derivative losses included in other expense for the period | 89,714 | $ (38,681) |
Extinguishment of derivative liability in exchange transactions | (154,100) | |
Ending balance | $ 1,116 | $ 65,502 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Warrant Derivative Liability (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Warrant issued to holder of Secured convertible note (Note 2) | $ 57,092 | |
Warrant issued to placement agent (Note 2) | 7,573 | |
Warrants issued to holders of notes payable - short term (Note 3) | 1,116 | 837 |
Total warrant derivative liability | $ 1,116 | $ 65,502 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Oct. 15, 2015 | Oct. 07, 2015 | Jul. 15, 2015 | Jul. 07, 2015 | |
Weighted average of purchase warrants term | 5 years | 5 years | 5 years | 5 years | |
Warrant [Member] | |||||
Weighted average of purchase warrants term | 4 years 9 months 18 days | ||||
Common stock purchase warrants and intrinsic value | $ 0 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of warrants, Outstanding and exercisable, beginning balance | shares | 2,365,563 |
Number of warrants, Issued pursuant to exchange agreements | shares | 681,380 |
Number of warrants, Cancelled pursuant to exchange agreements | shares | (2,040,000) |
Number of warrants, Exercised/forfeited | shares | (60,000) |
Number of warrants, Outstanding and exercisable, ending balance | shares | 946,943 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, beginning balance | $ / shares | $ 5.01 |
Weighted Average Exercise Price Per Share, Issued pursuant to exchange agreements | $ / shares | 0.50 |
Weighted Average Exercise Price Per Share, Cancelled pursuant to exchange agreements | $ / shares | (5) |
Weighted Average Exercise Price Per Share, Exercised/forfeited | $ / shares | (5) |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, ending balance | $ / shares | $ 1.78 |
Supplemental Oil and Gas Info_3
Supplemental Oil and Gas Information (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)a | Dec. 31, 2015USD ($) | |
Oil and gas exploration and development costs | $ 77,784 | |
Impairment charge | $ 9,720,666 | |
Nicaraguan Concessions [Member] | ||
Unevaluated costs, acre of land | a | 1,400,000 | |
Kansas Oil and Gas Properties [Member] | ||
Costs related to the option to purchase of oil and gas properties | $ 76,415 |
Supplemental Oil and Gas Info_4
Supplemental Oil and Gas Information - Schedule of Costs Incurred in Connection with Oil and Gas Acquisition, Exploration and Development Activities (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Extractive Industries [Abstract] | |
Proved | |
Unproved | |
Total property acquisition costs | |
Development costs | |
Exploration costs | 77,784 |
Total costs | $ 77,784 |
Supplemental Oil and Gas Info_5
Supplemental Oil and Gas Information - Aggregate Cost and Related Accumulated Depreciation, Depletion, Impairment and Amortization (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Extractive Industries [Abstract] | ||
Proved oil and gas properties | ||
Unproved oil and gas properties | 11,254,557 | 11,176,773 |
Total | 11,254,557 | 11,176,773 |
Less amounts allocated to revenue sharing interest granted to Note holder for extension of maturity date (See Note 3) | (964,738) | (964,738) |
Less accumulated impairment charge on oil and gas properties as of December 31, 2015 | (9,720,666) | (9,720,666) |
Less amounts charged directly to operations since January 1, 2016 | (569,153) | (491,369) |
Less accumulated depreciation, depletion and amortization | ||
Net capitalized costs |
Supplemental Oil and Gas Info_6
Supplemental Oil and Gas Information - Schedule of Oil and Gas Property Costs Not Being Amortized (Details) | Dec. 31, 2019USD ($) |
Extractive Industries [Abstract] | |
2019 (expensed directly) | $ 77,784 |
2018 (expensed directly) | 155,584 |
2017 (expensed directly) | 170,274 |
2016 (expensed directly) | 165,511 |
2015 | 92,568 |
2014 | 115,622 |
2013 | 6,051,411 |
2012 | 581,723 |
2011 | 731,347 |
Prior | 3,112,733 |
Total costs not being amortized | $ 11,254,557 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Corporate tax rate | (21.00%) | (21.00%) |
Net operating loss carry-forward | $ 66,950,000 | |
Income tax expense (benefit) | $ (150,000) | |
Percentage on valuation allowance | 100.00% | |
Net operating loss carry-forward balance expires | Expires from 2025 through 2039. | |
Change in ownership percentage | 50.00% | |
Effective income tax percentage | 4.70% | (4.40%) |
AMT Credit [Member] | ||
Income tax description | However, where a corporation has an AMT Credit from a prior taxable year, the corporation still carries it forward and may use a portion of it as a refundable credit in any taxable year beginning after 2017 but before 2022. Generally, 50% of the corporation's AMT Credit carried forward to one of these years will be claimable and refundable for that year. In tax years beginning in 2021, however, the entire remaining carryforward generally will be refundable. | |
Net operating loss carry-forward | $ 150,000 | |
Income tax expense (benefit) | 150,000 | |
Corresponding income tax payable | $ 0 | |
Effective income tax percentage | 50.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense (benefit) | $ (150,000) | |
Deferred income tax benefit | ||
Total income tax expense (benefit) | $ (150,000) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | (21.00%) | (21.00%) |
State income tax rate | 4.70% | (4.40%) |
Stock-based compensation | (17.70%) | 0.00% |
Change in valuation allowance | (12.90%) | 26.40% |
AMT Credit carryforward | (0.00%) | (34.30%) |
Other, net | (4.90%) | (1.00%) |
Effective tax rate | 0.00% | (34.30%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Accruals and other | $ 980 | $ 940 |
Asset retirement obligations | 435 | 435 |
Note payable discounts and derivatives | (510) | |
Stock-based compensation | 801 | 1,190 |
Alternative minimum tax credit carry-forward | ||
Net operating loss carry-forward | 17,006 | 16,930 |
Gross deferred tax assets | 19,222 | 18,985 |
Less valuation allowance | (19,222) | (18,985) |
Deferred tax asset |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jul. 31, 2019USD ($)a | Dec. 08, 2014USD ($) | Aug. 15, 2014USD ($)shares | Sep. 08, 2009 | Jun. 06, 2009 | Mar. 23, 2009USD ($) | Oct. 31, 2012USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2013USD ($)shares | Dec. 31, 2018USD ($) |
Asset retirement obligations | $ 1,716,003 | $ 1,716,003 | ||||||||
Non refundable deposits | 50,000 | |||||||||
Acquisition of oil and gas properties | ||||||||||
Seeking of reclamation costs | $ 30,000 | |||||||||
Estimated liability relating each operating well | 45,103 | |||||||||
Total estimated liability relating to all operating wells | $ 780,000 | |||||||||
Payment for demand | $ 56,000 | |||||||||
Payment for investor relations services | $ 7,000 | |||||||||
Number of shares issued | shares | 15,000 | 15,000 | ||||||||
Payments made for new issued common stock | $ 14,000 | |||||||||
Number of shares issued during period settlement of final termination agreement | shares | 2,800 | |||||||||
Damages amount | $ 79,594 | |||||||||
Cambrian Consultants America, Inc [Member] | ||||||||||
Default judgment granted against the company | $ 96,877 | |||||||||
Core Energy, LLC [Member] | ||||||||||
Contiguous acres | a | 11,000 | |||||||||
Proceeds from sale of property, percentage | 10.00% | |||||||||
Securities Purchase Agreement [Member] | Offshore Finance, LLC [Member] | ||||||||||
Secured subordinated promissory notes | $ 1,275,000 | |||||||||
Percentage of revenue sharing Interest | 1.00% | |||||||||
Amount funded by Off-Shore | $ 1,275,000 | |||||||||
Percentage of payment of revenue to Off-Shore | 1.00% | |||||||||
Revenue Sharing Agreement [Member] | ||||||||||
Percentage of revenue | 1.00% | |||||||||
Revenue Sharing Agreement [Member] | December 2013 Note [Member] | ||||||||||
Percentage of revenue | 1.00% | |||||||||
Notes payable principal balance | $ 1,050,000 | |||||||||
Revenue Sharing Agreement [Member] | Jeff Roberts [Member] | ||||||||||
Percentage of payment of revenue to related party | 1.00% | |||||||||
Purchase Option, Prior to December 31, 2019 [Member] | Core Energy, LLC [Member] | ||||||||||
Acquisition of oil and gas properties | $ 2,500,000 | |||||||||
Block Perlas [Member] | ||||||||||
Letters of credit | 1,356,227 | |||||||||
Block Tyra [Member] | ||||||||||
Letters of credit | 278,450 | |||||||||
Perlas Block and Tyra Block [Member] | 2016 [Member] | ||||||||||
Payments of area fees | 194,485 | |||||||||
Payments of training fees | 350,000 | |||||||||
Perlas Block and Tyra Block [Member] | 2017 [Member] | ||||||||||
Payments of area fees | 194,485 | |||||||||
Payments of training fees | 350,000 | |||||||||
Perlas Block and Tyra Block [Member] | 2018 [Member] | ||||||||||
Payments of area fees | 194,485 | |||||||||
Payments of training fees | 350,000 | |||||||||
Perlas Block and Tyra Block [Member] | 2019 [Member] | ||||||||||
Payments of area fees | 194,485 | |||||||||
Payments of training fees | $ 350,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2019 | Jun. 06, 2009 | Dec. 31, 2019 | Dec. 31, 2018 |
Non refundable deposits | $ 50,000 | |||
Acquisition of oil and gas properties | ||||
Core Energy, LLC [Member] | Purchase Option, Prior to December 31, 2019 [Member] | ||||
Acquisition of oil and gas properties | $ 2,500,000 | |||
Officers and Directors [Member] | ||||
Percentage of revenue | 1.00% | |||
Accrued compensation | $ 1,829,208 | 1,829,208 | ||
Offshore Finance, LLC [Member] | ||||
Percentage of revenue | 1.00% | |||
CFO's Firm [Member] | ||||
Due to related party for consideration of services | $ 762,407 | $ 762,407 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Non refundable deposits | $ 50,000 | ||
Acquisition of oil and gas properties | |||
Core Energy, LLC [Member] | Purchase Option, Prior to December 31, 2019 [Member] | |||
Acquisition of oil and gas properties | $ 2,500,000 | ||
December 2013 Note [Member] | |||
Unpaid principal balance | $ 1,000,000 |