Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-17204 | |
Entity Registrant Name | AMERICAN NOBLE GAS, INC. | |
Entity Central Index Key | 0000822746 | |
Entity Tax Identification Number | 87-3574612 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 15612 College Blvd | |
Entity Address, City or Town | Lenexa | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66219 | |
City Area Code | (913) | |
Local Phone Number | 948-9512 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,465,140 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 148,384 | $ 260,590 |
Account receivable | 14,797 | 10,998 |
Prepaid expenses | 9,590 | 13,090 |
Total current assets | 172,771 | 284,678 |
Oil and gas properties and equipment: | ||
Oil and gas properties and equipment | 922,559 | 913,425 |
Accumulated depreciation, depletion and impairment | (123,336) | (92,502) |
Property and equipment, net | 799,223 | 820,923 |
Total assets | 971,994 | 1,105,601 |
Current liabilities: | ||
Accounts payable | 1,138,668 | 975,842 |
Accrued liabilities | 1,159,403 | 1,159,403 |
Accrued interest ($767 and $578 payable to related parties at March 31, 2022 and December 31, 2021, respectively) | 853 | 643 |
Convertible notes payable, net of unamortized discount | 456,941 | 376,274 |
Total current liabilities | 2,755,865 | 2,512,162 |
Asset retirement obligations | 1,730,543 | 1,730,264 |
Convertible promissory notes, net of unamortized discount ($25,777 payable to related parties at March 31, 2022 and December 31, 2021) | 28,665 | 28,665 |
Total liabilities | 4,515,073 | 4,271,091 |
Commitments and contingencies (Note 11) | ||
Stockholders’ deficit: | ||
Preferred stock; par value $.0001 per share, 10,000,000 shares authorized; Series A Convertible – 27,778 shares authorized with stated/liquidation value of $100 per share, 21,276 and 22,076 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 2 | 2 |
Common stock, par value $.0001 per share, 500,000,000 shares authorized, 19,262,015 shares issued and outstanding at March 31, 2022 and 19,012,015 shares issued and outstanding at December 31, 2021 | 1,926 | 1,901 |
Additional paid-in capital | 115,699,972 | 115,522,952 |
Accumulated deficit | (119,244,979) | (118,690,345) |
Total stockholders’ deficit | (3,543,079) | (3,165,490) |
Total liabilities and stockholders’ deficit | $ 971,994 | $ 1,105,601 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued interest payable to related party | $ 767 | $ 578 |
Issuance of convertible promissory notes | $ 25,777 | $ 25,777 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 19,262,015 | 19,012,015 |
Common stock, shares outstanding | 19,262,015 | 19,012,015 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 27,778 | 27,778 |
Preferred stock liquidation preference, value | $ 100 | $ 100 |
Preferred stock, shares issued | 21,276 | 22,076 |
Preferred stock, shares outstanding | 21,276 | 22,076 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 25,305 | |
Operating expenses: | ||
Oil and gas lease operating expense | 86,536 | |
Depreciation, depletion and amortization | 30,834 | |
Accretion of asset retirement obligation | 279 | |
Oil and gas production related taxes | 28 | |
Other general and administrative expenses | 368,706 | 200,970 |
Total operating expenses | 486,383 | 200,970 |
Operating loss | (461,078) | (200,970) |
Other (expense) income: | ||
Interest expense | (93,556) | (34,225) |
Gain on exchange and extinguishment of liabilities | 31,372 | |
Change in derivative fair value | 199 | |
Total other expense | (93,556) | (2,654) |
Loss before income taxes | (554,634) | (203,624) |
Income tax (expense) benefit | ||
Net loss | (554,634) | (203,624) |
Convertible preferred stock dividends | (52,861) | (3,744) |
Net loss attributable to common stockholders | $ (607,495) | $ (207,368) |
Basic and diluted net loss attributable to common stockholders per share: | ||
Basic | $ (0.03) | $ (0.01) |
Diluted | $ (0.03) | $ (0.01) |
Weighted average shares outstanding – basic and diluted | 19,213,560 | 18,548,265 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,855 | $ 110,352,302 | $ (117,178,645) | $ (6,824,488) | |
Beginning balance, shares at Dec. 31, 2020 | 18,548,265 | ||||
Cumulative effect of adoption of ASU 2020-06 | (252,961) | 92,061 | (160,900) | ||
Stock-based compensation - | 81,250 | 81,250 | |||
Issuance of preferred stock with detachable warrants to purchase common stock | $ 2 | 1,929,087 | 1,929,089 | ||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 22,776 | ||||
Issuance of warrants to purchase common stock pursuant to debt settlement agreements | 1,605,178 | 1,605,178 | |||
Extinguishment of liabilities with related parties pursuant to debt settlement agreements | 1,108,477 | 1,108,477 | |||
Series A Convertible Preferred Stock dividends | (3,744) | (3,744) | |||
Net loss | (203,624) | (203,624) | |||
Ending balance, value at Mar. 31, 2021 | $ 2 | $ 1,855 | 114,819,589 | (117,290,208) | (2,468,762) |
Ending balance, shares at Mar. 31, 2021 | 22,776 | 18,548,265 | |||
Beginning balance, value at Dec. 31, 2021 | $ 2 | $ 1,901 | 115,522,952 | (118,690,345) | (3,165,490) |
Beginning balance, shares at Dec. 31, 2021 | 22,076 | 19,012,015 | |||
Stock-based compensation - | 229,906 | 229,906 | |||
Series A Convertible Preferred Stock dividends | (52,861) | (52,861) | |||
Net loss | (554,634) | (554,634) | |||
Issuance of common stock pursuant to conversion of preferred stock | $ 25 | (25) | |||
Issuance of common stock pursuant to conversion of preferred stock, shares | (800) | 250,000 | |||
Ending balance, value at Mar. 31, 2022 | $ 2 | $ 1,926 | $ 115,699,972 | $ (119,244,979) | $ (3,543,079) |
Ending balance, shares at Mar. 31, 2022 | 21,276 | 19,262,015 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (554,634) | $ (203,624) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of derivative liability | (199) | ||
Stock-based compensation | 229,906 | 81,250 | |
Depreciation, depletion and amortization | 30,834 | ||
Accretion of asset retirement obligations | 279 | ||
Gain on settlement of litigation | (23,000) | ||
Gain on exchange and extinguishment of liabilities | (124,177) | ||
Loss on retirement of convertible note payable | 115,805 | ||
Expiration and charge-off of deposit to acquire oil and gas properties | 75,000 | ||
Amortization of discount on convertible note payable | 80,667 | 25,823 | |
Change in operating assets and liabilities: | |||
Increase in accounts receivable | (3,799) | ||
Decrease in prepaid expenses | 3,500 | ||
Increase (decrease) in accounts payable | 162,826 | (31,592) | |
Increase in accrued liabilities | 3,406 | ||
Increase in accrued interest | 210 | 8,402 | |
Net cash used in operating activities | (50,211) | (72,906) | |
Cash flows from investing activities: | |||
Acquisition of oil and gas properties and equipment | (9,134) | ||
Net cash used in investing activities | (9,134) | ||
Cash flows from financing activities: | |||
Cash dividends paid on preferred stock | (52,861) | ||
Repayment of convertible note payable | (453,539) | ||
Net proceeds from issuance of convertible preferred stock | 1,929,089 | ||
Net cash (used in) provided by financing activities | (52,861) | 1,475,550 | |
Net (decrease) increase in cash and cash equivalents | (112,206) | 1,402,644 | |
Cash and cash equivalents: | |||
Beginning | 260,590 | 11,042 | $ 11,042 |
Ending | 148,384 | 1,413,686 | $ 260,590 |
Supplemental cash flow information: | |||
Cash paid for interest | 12,679 | 17,448 | |
Cash paid for taxes | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of Preferred Stock to Common Stock | 25 | ||
Issuance of convertible promissory notes pursuant to debt settlement agreements | 28,665 | ||
Issuance of detachable common stock purchase warrants pursuant to debt settlements agreements | 1,605,178 | ||
Capital contribution attributable to related party debt extinguishment | 1,108,477 | ||
Accrual of Series A Convertible Preferred Stock dividends | 3,744 | ||
Cumulative effect of adoption of ASU 2020-06 | $ 160,900 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Information American Noble Gas, Inc., formerly Infinity Energy Resources, Inc., has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the remainder of 2022 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes in Item 8, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K, filed with the SEC. Name change At the Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, changing the Company’s name from Infinity Energy Resources, Inc. to American Noble Gas Inc Reincorporation in Nevada On December 7, 2021, pursuant to an Agreement and Plan of Merger, American Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc, a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a certificate of merger on December 7, 2021 with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the predecessor company’s common stock, par value, $ 0.0001 0.0001 Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada, (ii) each outstanding share of the predecessor’s series A convertible preferred stock automatically converted into one share of series A convertible preferred stock, par value $0.0001 per share of AMGAS-Nevada, and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada common stock under the same terms and conditions as the original options, rights or warrants. Similar to the shares of predecessor common stock prior to the merger, the shares of AMGAS-Nevada common stock are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding certificate previously representing shares of the predecessor’s common stock or series A preferred stock automatically represents, without any action of the predecessor’s stockholders, the same number of shares of AMGAS-Nevada common stock or series A preferred stock, as applicable. Pursuant to the Agreement and Plan of Merger, the directors and officers of the predecessor company immediately prior to the merger became the directors and officers of AMGAS-Nevada and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the predecessor registrant immediately prior to the merger. As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended and its bylaws. As of the December 7, 2021 merger date, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation and Bylaws as filed in the State of Nevada. Quotation of Common Stock on OTCQB Effective July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB ® Nature of Operations 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. Civil unrest within Nicaragua and difficulties encountered with negotiations on extensions and the issuance of permits to drill with the Nicaraguan government made the exploration and development of the underlying concessions problematic. In addition, the Company was in technical default of the certain terms of the Nicaraguan Concession and the Nicaraguan government terminated both of the underlying Concessions. As a result, the Company abandoned all of its efforts to explore and develop the Nicaraguan Concessions effective January 1, 2020. We sold our wholly-owned subsidiary, Infinity Oil and Gas of Texas, Inc. (“Infinity Texas”) in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc. (“Infinity Wyoming”), was administratively dissolved in 2009. Subsequent to the termination of the Nicaraguan Concessions, we began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, on July 31, 2019, we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold for oil and 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 non-refundable deposit of $ 50,000 to bind the 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. On September 2, 2020, the Company acquired a new Option from Core under similar terms as the previous Option, however the newly acquired Option permitted the Company to purchase the Properties at a reduced price of $ 900,000 at any time prior to November 1, 2020 and the Company agreed to immediately conduct a capital raise of between approximately $ 2 - 10 million to fund its acquisition and development of the Properties. On December 14, 2020 the parties executed an Asset Purchase and Sale Agreement which extended the new Option to January 11, 2021, which expired. We, Core, and Seller entered into the Side Letters on September 2, 2020 and March 31, 2021, pursuant to which we and Core agreed to set the closing date of the acquisition of the Properties under the Asset Purchase Agreement to April 1, 2021. Pursuant to the Side Letters, the Company is responsible for reimbursing Core for certain prorated revenues and expenses from January 1, 2021 through April 1, 2021. On April 1, 2021 we completed the acquisition of the Properties, under the same terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 2.05 The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet. We commenced rework of the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties existing oil and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. On April 4, 2022, the Company acquired a 40 The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on April 28, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent ( 10 The first exploratory well commenced on May 7, 2022 near Garden City, Kansas with a goal to evaluate its unconventional theory of where substantial oil, natural gas and noble gases may be present in the Hugoton Gas Field. The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The exploration and development activity will be directed and coordinated under the terms of the USNG Letter Agreement entered in November 2021 with input from the newly formed Advisory Board of directors whose members all have extensive experience in developing shale resources and noble gas and rare earth mineral reserves. We may find it necessary to obtain new sources of debt and/or equity capital to fund the exploration and development of the Properties enumerated above, as well as satisfying our existing debt obligations. We can provide no assurance that we will be able to obtain sufficient new debt/equity capital to fund our planned development of the Properties. COVID–19 Pandemic The financial statements contained in this Quarterly Report on Form 10-Q as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of March 31, 2022. Economies throughout the world continue to suffer disruptions by the effects of the quarantines, business closures and the reluctance of individuals to leave their homes as a result of the outbreak of the coronavirus (COVID-19) including the recent rise of the new Omicron variant. In particular, the oil and gas market has been severely impacted by the negative effects of the coronavirus because of the substantial and abrupt decrease in the demand for oil and gas globally followed by the recent resurgence in oil and natural gas prices. In addition, the capital markets have experienced periods of disruption and our efforts to raise necessary capital in the future may be adversely impacted by the pandemic and investor sentiment and we cannot forecast with any certainty when the lingering uncertainty caused by the COVID-19 pandemic will cease to impact our business and the results of our operations. In reading this Quarterly Report on Form 10-Q, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the outbreak of COVID-19. Going Concern The Company has incurred losses from operations, has a net stockholders’ deficit, incurred net cash used in operating activities and has a significant working capital deficit as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund the (i) development of the Properties acquired on April 1, 2021; (ii) funding our obligations for exploration and development under the Hugoton Farmout Agreement (see Note 14); (iii) normal day-to-day operations and corporate overhead; and (iv) 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 2022 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations during the three months ended March 31, 2022 and for the year ended December 31, 2021. The Company will have significant financial commitments to execute its planned exploration and development of the Properties and the Hugoton Gas Field. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Revenue Recognition On January 1, 2018, the Company adopted ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil however the Company expects to begin generating revenues from the sale of natural gas and noble gases in the future. The Company recognizes revenue from its interests in the sales of oil and gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. The Company’s oil is typically sold at delivery points under contracts terms that are common in our industry. Convertible Instruments In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2021 and has applied its effects to the 3 8 The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $ 160,900 252,961 92,061 Prior to the adoption of ASU 2020-06, the Company applied the existing accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; warrants issued in connection with convertible debt; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. Oil and gas properties On April 1, 2021 we completed the acquisition of the Properties, under the terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet. The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool through March 31, 2022. In addition, the Company is currently evaluating the Properties for oil and gas reserves and specifically the potential for noble gas reserves such as helium, argon and krypton. Based on these evaluations, the Company may redirect its efforts to the production of noble gases rather than crude oil on the Properties. These noble gas evaluation costs have also been expensed as lease operating costs through March 31, 2022. The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, which were zero through March 31, 2022, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds. When we acquire significant amounts of undeveloped acreage, we capitalize interest on the acquisition costs in accordance with FASB ASC Subtopic 835-20 for Capitalization of Interest. We capitalize interest upon identification and development of shale resource opportunities in the Haynesville and Marcellus areas. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest. Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves. Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10 The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. The trailing twelve-month reference price was $ 67.99 per barrel for the West Texas Intermediate oil at Cushing, Oklahoma through December 31, 2021. This reference price for oil is further adjusted for quality factors and regional differentials to derive estimated future net revenues. Under full cost accounting rules, any ceiling test write-downs of oil and gas properties may not be reversed in subsequent periods. There were no ceiling test write-downs through March 31, 2022. The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. During April 2021, the Company acquired the Kansas Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Kansas Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future, however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary. As of December 31, 2021, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100 734,897 981,106 Stock-based compensation The Company applies ASC 718, Stock Compensation Basic and Diluted Income (Loss) Per Share Net income (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the if-converted/treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase shares of Common Stock at the average market price during the period. The Company has outstanding convertible promissory notes payable and Convertible Preferred Stock both of which is potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive. The Company has outstanding convertible promissory notes payable and convertible preferred stock both of which is potentially dilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. During the three months ended March 31, 2022 and 2021, the Company had outstanding the following securities that were potentially dilutive; 1) Series A Convertible Preferred Stock, 2) Convertible Note Payable through its retirement on March 26, 2021, 3) 3 % Convertible Promissory Notes issued on March 31, 2021, 4) 8 % Convertible Promissory Note issued on August 30, 2021, 5) 8 % Convertible Promissory Notes issued on October 29, 2021, 6) Warrants to purchase common stock and 7) options to purchase common stock. All potentially dilutive securities were excluded from the calculation of diluted income (loss) per share for the three months ended March 31, 2022 and 2021 as all were considered anti-dilutive because of the net loss reported for the three months ended March 31, 2022 and 2021. Gain on Extinguishment of Liabilities / Troubled Debt Restructuring: In accordance with ASC 470, the Company assesses restructuring of debt as troubled debt restructuring if the creditor for economic or legal reasons related to t |
Oil and Gas Properties Acquired
Oil and Gas Properties Acquired | 3 Months Ended |
Mar. 31, 2022 | |
Extractive Industries [Abstract] | |
Oil and Gas Properties Acquired | Note 2 – Oil and Gas Properties Acquired Oil and gas properties and equipment is comprised of the following at March 31, 2022 and December 31, 2021: Schedule of Oil and Gas Properties and Equipment March 31, 2022 December 31,2021 Oil and gas production equipment $ 913,425 $ 913,425 Proven developed and undeveloped oil and gas properties 9,134 — Subtotal 922,559 913,425 Less: Accumulated depreciation, depletion and amortization (123,336 ) (92,502 ) Oil and gas properties and equipment, net $ 799,223 $ 820,923 On April 1, 2021, the Company completed the previously announced acquisition of certain oil and gas properties and interests from Core Energy, LLC, effective as of January 1, 2021 (the “Oil and Gas Properties Acquisition”). On December 14, 2020, the Company entered into an asset purchase and sale agreement (the “Agreement”) with Core Energy, as well as all of the members of Core, Mandalay LLC and Coal Creek Energy, LLC, to purchase certain oil and gas properties in the Central Kansas Uplift geological formation, covering over 11,000 contiguous acres, including, among other things, the production and mineral rights to and a leasehold interest in the Oil and Gas Properties and all contracts, agreements and instruments. The Agreement provided for an aggregate purchase price consisting of $ 900,000 in cash at closing. The following represents the purchase price allocation for the Oil and Gas Properties Acquisition for $ 900,000 in cash. The Oil and Gas Property Acquisition qualify as an asset acquisition. As such, AMGAS recognized the assets acquired and liabilities assumed at their fair values as of April 1, 2021, the date of closing. The fair value of the Oil and Gas Properties acquired approximate the value of the consideration paid, and the asset retirement obligation to be assumed, which management has concluded approximates the fair value that would be paid by a typical market participant. As a result, neither goodwill nor a bargain purchase gain will be recognized related to the acquisition. The Company determined the amount of the asset retirement obligation assumed to be $ 13,425 The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Oil and Gas Properties: Schedule of Oil and Gas Properties Acquired Amount Oil and gas properties, subject to depreciation, depletion and amortization $ 913,425 Asset retirement obligation assumed (13,425 ) Total purchase price of the Oil and Gas Properties $ 900,000 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 3 – Debt Obligations Debt obligations is comprised of the following at March 31, 2022 and December 31, 2021: Schedule of Debt Outstanding March 31, 2022 December 31, 2021 Notes payable: $ 28,665 $ 28,665 3 $ 28,665 $ 28,665 8 193,059 273,726 456,941 376,274 Total notes payable 485,606 404,939 Less: Long-term portion 28,665 28,665 Notes payable, short-term $ 456,941 $ 376,274 Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2022 $ 456,941 2023 — 2024 — 2025 — 2026 28,665 2027 — Total $ 485,606 3% Convertible Promissory Notes Payable On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $ 2,866,497 28,665 3 5,732,994 0.50 The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 0.50 An aggregate of $ 2,577,727 25,777 3 5,155,454 8% Convertible Promissory Notes Payable On August 30, 2021, the Company and an accredited investor (the “8% Note Investor”) agreed whereby the Company issued an unsecured convertible note due October 29, 2022 (the “8% Note”), with an aggregate principal face amount of approximately $ 100,000 . The 8% Note is, subject to certain conditions, convertible into an aggregate of 200,000 shares of Common Stock, at a price of $ 0.50 per share. The Company also issued a five and one half-year common stock purchase warrant to purchase up to 200,000 shares of Common Stock at an exercise price of $ 0.50 per share, subject to customary adjustments (the “8% Note Warrants”) which are immediately exercisable. The 8% Note Investor purchased the 8% Note and 8% Note Warrant from the Company for an aggregate purchase price of $ 100,000 and the proceeds were used for general working capital purposes. The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date. On October 29, 2021, the Company and three accredited investors (the “October 8% Note Investors”) agreed whereby the Company issued an unsecured convertible note due October 29, 2022 550,000 1,100,000 0.50 1,650,000 0.50 550,000 The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date. The 8% Note and the October 8% Notes all bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and one-hundred percent (100%) of the underlying notes plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Notes and the October 8% Notes, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investors. The conversion of the 8% Note and the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor and the October 8% Note Investors may not convert the underlying notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the investors being the beneficial owner in excess of 4.99% (or, upon election of the investors, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. The Company and the 8% Note Investor and the October 8% Note Investors agreed that for so long as the underlying warrants remain outstanding, the investor have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing. The underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors and customary indemnification rights and obligations of the parties thereto, as applicable. As described in Note 1 the Company elected to early adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. The Company has applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06) and those entered into after January 1, 2021 including the 8% Note. As a result, the 8% Note and October 8% Notes were required to be separated into its debt and equity components based on their relative fair values because of the issuance of detachable warrants together with the 8% Note and the October 8% Notes. Accordingly, the Company allocated the proceeds of the 8% note as follows: Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock Amount Proceeds allocated to 8% convertible note $ 314,104 Proceeds allocated to 8 $ 314,104 Proceeds allocated to detachable warrants to purchase common stock 335,896 Total proceeds $ 650,000 The 8% Note and October 8% Notes were recorded at their par value less the discount established at its origination date. The note discount is amortized over the term of the convertible note utilizing the level-interest method. The following is the assumptions used in calculating the estimated grant-date fair value of the detachable warrants to purchase common stock granted in connection with the 8% Note and the October 8% Note during the August and October of 2021: Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted As of (issuance date) As of (issuance date) Volatility – range 369.4 % 367.7 % Risk-free rate 0.77 % 1.18 % Contractual term 5.5 5.5 Exercise price $ 0.50 $ 0.50 Number of warrants in aggregate 200,000 1,650,000 Following is a summary of activity relative to the 8% Note and October 8% Notes as for the three months ended March 31, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – 8% Convertible Notes $ 376,274 Amortization of discount during the period to interest expense 80,667 Balance March 31, 2022 - 8% Convertible Notes $ 456,941 The remaining unamortized discount relative to the 8 193,059 273,726 Convertible Note Payable On August 19, 2020, the Company entered into a securities purchase agreement with an accredited investor (the “August Investor”) for the Company’s senior unsecured convertible note due August 19, 2021 (the “August Note”), with an aggregate principal face amount of approximately $ 365,169 3,943,820 0.10 800,000 0.50 325,000 The August Note bore interest at a rate of eight percent (8%) per annum with 12 months guaranteed, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,500,000. In addition, pursuant to the August Note, so long as the August Note remained outstanding, the Company could not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than ten cents per share without written consent of the August Investor. The conversion of the August Note and the exercise of the August Warrant are each subject to beneficial ownership limitations such that the August Investor may not convert the August Note or exercise the August Warrant to the extent that such conversion or exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. The Company and the August Investor agreed that for so long as the August Note and August Warrant remains outstanding, the August Investor has a right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing. The August Note and August Warrant each contain customary events of default, representations, warranties, agreements of the Company and the August Investor and customary indemnification rights and obligations of the parties thereto, as applicable. As described in Note 1 the Company elected to early adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $ 160,900 252,961 92,061 On March 26, 2021, the Company exercised its right to retire the August Note in conjunction with the issuance of Convertible Preferred Stock (See Note 3 and 10). In accordance with the prepayment provisions contained in the August Note, the Company paid all principal, accrued interest and the 15 Schedule of Prepayment of Note Amount Principal balance at par $ 365,169 Remaining discount included in principal balance (44,883 ) Accrued interest 17,448 Prepayment premium (including remaining discount due to early retirement) 115,805 Total payment to retire the August Note $ 453,539 The prepayment premium was charged to non-operating expense as a loss from retirement of convertible note payable (See Note 9). Following is a summary of the August Note as for the year ended December 31, 2021: Summary of Amortization and Retirement of Note Amount Balance December 31, 2020 - August Note $ 133,563 Cumulative effect of adoption of ASU 2020-06 160,900 Amortization of discount through the March 26, 2021 retirement date 25,823 Remaining discount recognized as a loss from retirement of convertible note payable 44,883 Retirement of August Note at par value on March 26, 2021 (365,169 ) Balance December 31, 2021 - August Note $ — Other notes payable The Company had short-term notes outstanding with entities or individuals as follows: ● On July 7, 2015, the Company borrowed a total of $ 50,000 5.60 90 days 8 5,000 5.60 five years 72 189 On April 1, 2021, the Company and the holder of the $ 50,000 145,000 72,874 145,000 40,600 32,274 ● On July 15, 2015, the Company borrowed a total of $ 35,000 5.60 8 3,500 5.60 five years 50 132 On April 1, 2021, the Company and the holder of the $ 35,000 100,000 50,956 100,000 28,000 22,956 |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Note 4 – Accrued liabilities Accrued liabilities consist of the following at March 31, 2022 and December 31, 2021: Schedule of Accrued Liabilities March 31, 2022 December 31, 2021 Accrued rent $ 614,918 $ 614,918 Accrued Nicaragua Concession fees 544,485 544,485 Total accrued liabilities $ 1,159,403 $ 1,159,403 The accrued rent balances relate to unpaid rent for the Company’s previous headquarters in Denver Colorado and represents unpaid rents and related costs for the period June 2006 through November 2008. The Company has not had any correspondence with the landlord for several years and will seek to settle and/or negotiate the matter when it has the financial resources to do so. The accrued Nicaraguan Concession fees were accrued during the time the Concessions had lapsed and the Company was attempting to negotiate extensions to the underlying concessions with the Nicaraguan government which were unsuccessful. The Company abandoned all efforts to negotiate an extension to the Concessions effective January 1, 2020 and ceased the accrual of all related fees at that time. On March 31, 2021, the Company and six creditors entered into Debt Settlement Agreements which extinguished accounts payable and accrued liabilities totaling $ 2,866,497 28,665 3 5,732,994 0.50 |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2022 | |
Stock Options | |
Stock Options | Note 5 – Stock Options Total stock-based compensation is comprised of the following for the three months ended March 31, 2022 and 2021: Schedule of Stock-based Compensation Three Months Ended 2022 2021 Stock-based compensation – stock option grants $ 76,500 $ — Stock-based compensation – restricted stock grants 81,250 81,250 Stock-based compensation – warrants issued for services pursuant to USNG Letter Agreement (See Note 7) 72,156 — Total stock-based compensation $ 229,906 $ 81,250 The Company applies ASC 718, Stock Compensation At the Annual Meeting of Stockholders held on October 13, 2021, the stockholders approved the 2021 Plan and the Company reserved 5,000,000 shares for issuance under the 2021 Plan. At the Annual Meeting of Stockholders held on September 25, 2015, the stockholders approved the 2015 Plan and the Company reserved 500,000 shares for issuance under the 2015 Plan. The 2021 Plan and the 2015 Plan provide for under which both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. An aggregate of 5,500,000 As of March 31, 2022, 5,500,000 shares were available for future grants under the 2021 Plan and 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 based on historical volatility. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s forfeiture rate assumption used in determining its stock-based compensation expense is estimated based on historical data. The actual forfeiture rate could differ from these estimates. There were 1,800,000 options granted during June 2021. Stock option grants The following table summarizes stock option activity for the three months ended March 31, 2022 and 2021: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Value Outstanding at December 31, 2020 332,000 $ 41.86 1.28 $ — Granted — — Exercised — — Forfeited (55,000 ) (50.25 ) Outstanding at March 31, 2021 277,000 $ 39.75 1.27 $ — Outstanding and exercisable at March 31, 2021 277,000 $ 39.75 1.27 $ — Outstanding and exercisable at December 31, 2021 1,892,000 $ 1.93 9.07 $ — Granted — — Exercised — — Forfeited — — Outstanding at March 31, 2022 1,892,000 $ 1.93 8.82 $ — Outstanding and exercisable at March 31, 2022 92,000 $ 30.00 1.79 $ — The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of March 31, 2022: Summary of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding options Exercisable options Exercise price per share Number of options Weighted average remaining contractual life Number of options Weighted average remaining contractual life $ 0.50 1,800,000 9.18 — — $ 30.00 92,000 1.79 92,000 1.79 Total 1,892,000 8.82 92,000 1.79 The following is the assumptions used in calculating the estimated grant-date fair value of the stock options granted during 2021: Schedule of Stock Option Valuation Assumption As of June 4, 2021 (issuance date) Volatility – range 286.6 % Risk-free rate 1.56 % Contractual term 10.0 Exercise price $ 0.50 Number of options in aggregate 1,800,000 The Company recorded stock-based compensation expense in connection with the vesting of stock options granted aggregating $ 76,500 0 The total grant date fair value of the 1,800,000 305,997 0.17 no The intrinsic value as of March 31, 2022 related to the vested and unvested stock options as of that date was $- 0 51,000 Restricted stock grants. During August 2020 the Board of Directors granted 5,000,000 2,000,000 A summary of all restricted stock activity under the equity compensation plans for the three months ended March 31, 2022 and 2021 is as follows: Schedule of Restricted Stock Unit Activity Number of Restricted shares Weighted average grant date fair value Nonvested balance, December 31, 2020 3,750,000 $ 0.13 Granted — — Vested (625,000 ) (0.13 ) Forfeited — — Nonvested balance, March 31, 2021 3,125,000 $ 0.13 Nonvested balance, December 31, 2021 1,250,000 $ 0.13 Granted — — Vested (625,000 ) (0.13 ) Forfeited — — Nonvested balance, March 31, 2022 625,000 $ 0.13 The Company recorded stock-based compensation expense in connection with the issuance/vesting of restricted stock grants aggregating $ 81,250 81,250 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 March 31, 2022, there were $ 81,250 The nonvested balance of restricted stock vests as follows: Schedule of Nonvested Restricted Stock Unit Activity Years ended Number of shares 2022 625,000 2023 — |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 6 – Derivative Instruments The estimated fair value of the Company’s derivative liabilities, all of which were related to the detachable warrants issued in connection with various notes payable that have now been paid off or settled, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. The detachable warrants issued in connection with the two other short-term notes payable (See Note 3) contained ratchet and anti-dilution provisions that remain in effect during the term of the warrants while the ratchet and anti-dilution provisions of the other notes payable cease when the related note payable is extinguished. On April 1, 2021, the outstanding warrants treated as derivatives and the related notes payable containing such ratchet and anti-dilution provisions were extinguished through an exchange transaction as described in Note 3. Therefore, the derivative liability was adjusted to fair value and extinguished as of April 1, 2021. A summary of the assumptions used in calculating estimated fair value of such derivative liabilities as of March 31, 2021 is as follows: Schedule of Assumptions Used to Estimate Fair Value of Derivative Liabilities As of March 31, 2021 Volatility – range 373.9 % Risk-free rate 0.92 % Contractual term 0.2 Exercise price $ 5.60 Number of warrants in aggregate 8,500 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Summary of Changes in Fair Value of Derivative Financial Instruments Amount Balance at December 31, 2020 $ 321 Unrealized derivative gains included in other income/expense for the period (199 ) Balance at March 31, 2021 $ 122 Balance at December 31, 2021 $ — Unrealized derivative gains included in other income/expense for the period — Balance at March 31, 2022 $ — |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
Warrants | Note 7 – Warrants The following table summarizes warrant activity for the three months ended March 31, 2022 and 2021: Summary of Warrant Activity Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable at December 31, 2020 1,528,380 $ 0.65 Issued in connection with issuance of Series A convertible preferred 5,256,410 0.39 Issued in connection with issuance of 3 5,732,994 0.50 Forfeited/expired (18,500 ) (5.28 ) Outstanding and exercisable at March 31, 2021 12,499,284 $ 0.46 Outstanding and exercisable at December 31, 2021 17,580,784 $ 0.47 Forfeited/expired — — Outstanding and exercisable at March 31, 2022 17,580,784 $ 0.47 The weighted average term of all outstanding common stock purchase warrants was 4.3 4.6 zero The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of March 31, 2022: Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding and exercisable warrants Exercise price per share Number of warrants Weighted average remaining contractual life $ 0.39 5,256,410 4.5 $ 0.50 12,324,374 4.2 Total 17,580,784 4.3 Warrants issued pursuant to USNG Letter Agreement On November 9, 2021, the Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG will provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired 11,000 -acre oil and gas properties in the Otis Albert Field located on the Central Kansas Properties. The USNG Letter Agreement would cover all of the noble gas, specifically including helium, and rare earth elements/minerals potentially existing on the Central Kansas Properties and the Company’s future acquisitions, if any. The USNG Letter Agreement also provides that USNG will supply a large vessel designed for flows up to 5,000 The USNG Letter Agreement requires the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts involved in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions. The Company will pay USNG a monthly cash fee equal to $ 8,000 25,000 25,000 no In consideration for the consulting services to be rendered and pursuant to the terms of the USNG Letter Agreement, the Company issued warrants to purchase, in the aggregate, 2,060,000 0.0001 0.50 1,200,000 0.50 3,260,000 0.50 five years The fair value of the warrants to purchase common stock in consideration for services to be rendered under the USNG Letter Agreement with USNG is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected term of the warrant, expected stock price volatility and expected dividends. These estimates involve inherent uncertainties and the application of management judgment. For purposes of estimating the expected term of warrants granted, the Company considered the historical pattern of warrant exercises behavioral traits and determined that the expected term should be 5 years. Expected volatilities used in the valuation model are based on the expected volatility based on historical volatility. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s forfeiture rate assumption used in determining its stock-based compensation expense is estimated based on historical data. The actual forfeiture rate could differ from these estimates. The following is the assumptions used in calculating the estimated grant-date fair value of the warrants issued pursuant to the USNG Letter Agreement granted on November 9, 2021: Schedule of Warrants Valuation Assumption As of November 9, 2021 (issuance date) Volatility – range 359.3 % Risk-free rate 1.08 % Expected term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 3,260,000 The Company recognized $ 72,156 and $- 0 - of compensation expense relative to the 3,260,000 warrants to purchase common stock issued pursuant to the USNG Letter Agreement during the three months ended March 31, 2022 and 2021, respectively. There have been no exercises or forfeitures of the warrants to purchase common stock relative to the USNG Letter during the three months ended March 31, 2022 and 2021. The total grant date fair value of the 3,260,000 1,434,313 0.44 3,260,000 1,314,786 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The effective income tax rate on income (loss) before income tax benefit varies from the statutory federal income tax rate primarily due to the net operating loss history of the Company maintaining a full reserve on all net deferred tax assets during the three months ended March 31, 2022 and 2021. The Company has incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at March 31, 2022. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to continue to provide a 100 For income tax purposes, the Company has net operating loss carry-forwards of approximately $ 62,980,000 61,045,000 expire from 2028 through 2037 1,935,000 The Company has recently completed the filing of its tax returns for the tax years 2012 through 2021. 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 completed its review of whether such ownership changes have occurred, and based upon such review, management believes that the Company is not currently subject to an annual limitation or the possibility of the complete elimination of the net operating loss carry- forwards. In addition, the Company may be limited by additional ownership changes which may occur in the future. |
Gain on Exchange and Extinguish
Gain on Exchange and Extinguishment of Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Gain On Exchange And Extinguishment Of Liabilities | |
Gain on Exchange and Extinguishment of Liabilities | Note 9 – Gain on Exchange and Extinguishment of Liabilities During the three months ended March 31, 2022 and 2021, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law as follows: Schedule of Estimated Gain on Exchange and Extinguishment of Debt Three months ended March 31, 2022 2021 Gain (loss) on Exchange and Extinguishment of Liabilities: Gain on exchange and extinguishment of liabilities $ — $ 124,177 Gain from settlement of litigation (See Note 11) — 23,000 Loss from retirement of convertible note payable (See Notes 3) — (115,805 ) Total $ — $ 31,372 Gain on exchange and extinguishment of liabilities - 2,866,497 28,665 3 5,732,994 0.50 March 30, 2026 0.50 The warrants to purchase 5,732,994 1,605,178 Schedule of Fair Value of Warrants Estimated Valuation Assumptions As of March 31, 2021 Volatility – range 374.0 % Risk-free rate 0.92 % Contractual term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 5,732,994 An aggregate of $ 2,577,727 25,777 3 5,155,454 The gain on extinguishment of liabilities from the Debt Settlement Agreements was determined as follows: Schedule of Gain on Extinguishment of Liabilities Amount Total accounts payable and accrued liabilities extinguished $ 2,866,497 Less: Principal balance of 3 (28,665 ) Less: Fair value of warrants to purchase common stock issued (1,605,178 ) Total gain on extinguishment of liabilities $ 1,232,654 Less: Related party amounts reported as a capital contribution (1,108,477 ) Gain on extinguishment of liabilities $ 124,177 |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 10 – Asset Retirement Obligations The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the three months ended March 31, 2022 and 2021: Schedule of Assets Retirement Obligation Amount Asset retirement obligation at December 31, 2020 $ 1,716,003 Additions — Accretion expense during the period — Asset retirement obligation at March 31, 2021 $ 1,716,003 Asset retirement obligation at December 31, 2021 $ 1,730,264 Additions — Accretion expense during the period 279 Asset retirement obligation at March 31, 2022 $ 1,730,543 The $ 1,716,003 1,716,003 The Company assumed a $ 13,425 asset retirement obligation pursuant to an acquisition on April 1, 2021 and recorded $ 279 of accretion expense during the three months ended March 31, 2022 related to the acquisition of the Oil and Gas Properties as further described in Note 2. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Lack of Compliance with Law Regarding Domestic Properties AMGAS was not in compliance with then existing federal, state and local laws, rules and regulations for domestic oil and gas properties owned and disposed of in 2012 and in years prior to 2012 and could have a material or significantly adverse effect upon the liquidity, capital expenditures, earnings or competitive position of AMGAS. All domestic oil and gas properties held by Infinity – Wyoming and Infinity-Texas were disposed of in 2012 and prior; however, the Company may remain liable for certain asset retirement costs should the new owners not complete their obligations. Management believes the total asset retirement obligations recorded for these prior matters of $ 1,716,003 Litigation The Company is subject to various claims and legal actions in which vendors are claiming breach of contract due to the Company’s failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements. The Company is currently involved in litigation as follows: ● In October 2012 the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $ 30,000 45,103 Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the officers have potential liability regarding the above matter, and the officers are held personally harmless by indemnification provisions of the Company. Therefore, to the extent they might actually occur, these liabilities are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $ 780,000 45,103 ● Cambrian Consultants America, Inc. (“Cambrian”) filed an action in the District Court of Harris County, Texas, number CV2014-55719, on September 26, 2014 against the Company resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Nicaraguan Concessions. Cambrian provided these services pursuant to a Master Consulting Agreement with the Company, dated November 20, 2013, and has claimed breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $ 96,877 ● Torrey Hills Capital, Inc. (“Torrey”) notified the Company by letter, dated August 15, 2014, of its demand for the payment of $ 56,000 7,000 15,000 14,000 15,000 2,800 79,594 ● Joseph Ryan (“Ryan”) filed an action in the District Court of Johnson County, Kansas, number 20CV01493, on March 20, 2020 against the Company resulting from certain professional consulting services Ryan alleges he performed for Social, Environmental and Economic Impact Assessments during July 2012 through September 2015 on the Nicaraguan Concessions. Ryan alleges that such services were provided pursuant to oral agreements with AMGAS. Ryan claims breach of contract for failure to pay $ 12,000 12,000 On February 10, 2021, the parties agreed to a full and complete settlement of the matter with prejudice. The terms of the settlement required the Company to pay a total of $ 10,000 33,000 23,000 USNG Letter Agreement On November 9, 2021, the Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG will provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired 11,000 -acre oil and gas properties in the Otis Albert Field located on the Central Kansas Properties. The USNG Letter Agreement would cover all of the noble gas, specifically including helium, and rare earth elements/minerals potentially existing on the Central Kansas Properties and the Company’s future acquisitions, if any. The USNG Letter Agreement also provides that USNG will supply a large vessel designed for flows up to 5,000 The USNG Letter Agreement requires the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts involved in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions. The Company will pay USNG a monthly cash fee equal to $ 8,000 per month beginning at the onset of commercial helium or minerals production and sales, subject to certain thresholds. Such monthly fees will become due and payable for any month that AMGAS receives cash receipts in excess of $ 25,000 derived from the sale of noble gases and/or rare earth elements/minerals. The Company has not yet achieved the $ 25,000 cash receipts threshold, therefore there has been no payment or accrual liability relative to this cash fee provision as of March 31, 2022. |
Stockholder_s Deficit
Stockholder’s Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholder’s Deficit | Note 12 – Stockholder’s Deficit Name change At the Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, changing the Company’s name to American Noble Gas, Inc. Stockholder Written Consent Amendment At the Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, removing the provision providing that any action taken by the stockholders by written consent in lieu of a meeting requires that all of the Company’s stockholders entitled to vote on such action consent in writing thereto. 2021 American Noble Gas, Inc. Stock Option and Restricted Stock Plan At the Annual Meeting of Stockholders held on October 13, 2021 and the stockholders approved the 2021 Plan and the Company reserved 5,000,000 Reincorporation in Nevada On December 7, 2021, pursuant to an Agreement and Plan of Merger, American Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc, a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a certificate of merger on December 7, 2021 with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the predecessor company’s common stock, par value, $ 0.0001 0.0001 Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada each outstanding share of the predecessor’s series A convertible preferred stock automatically converted into one share of series A convertible preferred stock, par value $0.0001 per share of AMGAS-Nevada Similar to the shares of predecessor common stock prior to the merger, the shares of AMGAS-Nevada common stock are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding certificate previously representing shares of the predecessor’s common stock or series A preferred stock automatically represents, without any action of the predecessor’s stockholders, the same number of shares of AMGAS-Nevada common stock or series A preferred stock, as applicable. Pursuant to the Agreement and Plan of Merger, the directors and officers of the Predecessor company immediately prior to the merger became the directors and officers of AMGAS-Nevada and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the predecessor registrant immediately prior to the merger. As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended and its bylaws. As of the December 7, 2021 merger date, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation and Bylaws as filed in the State of Nevada. Common Stock At the Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, increasing the Company’s authorized shares of common stock from 75,000,000 500,000,000 As of March 31, 2022 and December 31, 2021 the Company is authorized to issue up to 500,000,000 0.0001 Series A Convertible Preferred Stock As of March 31, 2022 and December 31, 2021, the Company is authorized to issue up to 10,000,000 preferred shares with a par value of $ 0.0001 per share. The following summarizes the activity in Series A Convertible Preferred Stock for the three months ended March 31, 2022 and 2021: Schedule of Series A Convertible Preferred Stock Activity Number of Shares Outstanding at December 31, 2020 — Issued 22,776 Converted to common stock — Outstanding at March 31, 2021 22,776 Outstanding at December 31, 2021 22,076 Issued — Converted to common stock (800 ) Outstanding at March 31, 2022 21,276 On March 16, 2021, the Company approved and filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“COD”). The COD provides for the issuance of up to 27,778 100 100 0.32 10 5,000,000 On March 26, 2021 the Company entered into a securities purchase agreement with five (5) accredited investors providing for an aggregate investment of $ 2,050,000 22,776 0.0001 100 5,256,410 0.39 7,117,500 1,929,089 The Company also entered into that certain registration rights agreement, pursuant to which the Company agreed to file a registration statement within forty-five (45) days following the closing of the acquisition of the Properties which occurred on April 1, 2021 to register the conversion shares and the warrant Shares. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90 th The holders of the Series A Convertible Preferred Stock agreed to a 4.99 9.99 The Company has accrued and paid preferred dividends totaling $ 52,861 and $ 3,744 relative to the Series A Convertible Preferred Stock which was charged to additional paid in capital as during the three months ended March 31, 2022 and 2021, respectively. On January 4, 2022, a holder of Series A Convertible Preferred Stock exercised its right to convert 500 156,250 300 93,750 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions The Company’s Chief Operating Officer was a non-controlling member of Core. The Company acquired an Option from Core to purchase the production and mineral rights/leasehold for the Properties. The Company paid a non-refundable deposit of $ 50,000 2.5 900,000 2 10 900,000 2.05 The Company does not have any employees other than its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. In previous years, certain general and administrative services (for which payment is deferred) had been provided by the Company’s Chief Financial Officer’s accounting firm at its standard billing rates plus out-of-pocket expenses consisting primarily of accounting, tax and other administrative fees. The Company no longer utilizes its Chief Financial Officer’s accounting firm for such support services and was not billed for any such services during the years ended December 31, 2021 and 2020. On March 31, 2021 the parties entered into a Debt Settlement Agreement whereby all amounts due to such firm for services totaling $ 762,407 were extinguished upon the issuance of $ 7,624 principal balance of 3 % Note and the issuance of warrants to purchase 1,524,814 shares of Common Stock as further described in Notes 3, 7 and 9. Total amounts due to the related party was $- 0 - as of March 31, 2022 and December 31, 2021. The Company had accrued compensation to its officers and directors in years prior to 2018. The Board of Directors authorized the Company to cease the accrual of compensation for its officers and directors, effective January 1, 2018. On March 31, 2021 the parties entered into Debt Settlement Agreements whereby all accrued amounts due for such services totaling $ 1,789,208 were extinguished upon the issuance of $ 17,892 principal balance of 3 % Convertible Promissory Note and the issuance of warrants to purchase 3,578,416 shares of Common Stock as further described in Notes 3, 7 and 9. Total amounts due to the officers and directors related to accrued compensation was $- 0 - as of March 31, 2022 and December 31, 2021. Offshore Finance, LLC was owed financing costs in connection with a subordinated loan to the Company which was converted to common shares in 2014. The managing partner of Offshore and the Company’s CFO are partners in the accounting firm which the Company used for general corporate purposes in the past. On March 31, 2021, the parties entered into a Debt Settlement Agreement whereby all amounts due for such services totaling $ 26,113 were extinguished upon the issuance of $ 261 principal balance of 3 % Convertible Promissory Note and the issuance of warrants to purchase 52,226 shares of common stock as further described in Notes 3, 7 and 9. Total amounts due to this related party was $- 0 - as of March 31, 2022 and December 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Resignation of Chief Operating Officer On April 18, 2022, John Loeffelbein resigned from his position as Chief Operating Officer with American Noble Gas, Inc. with such resignation to be effective immediately. Mr. Loeffelbein’s resignation as an officer did not result from any disagreement with the Board. Farmout Agreement to Explore and Develop Unconventional Gas and Brine Materials in the Hugoton Gas Field On April 4, 2022, the Company acquired a 40 The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022 and is expected to be completed in May 2022. The Hugoton Farm-Out Venture will utilize existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton Farm-Out Venture with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton Farm-Out Venture to market and sell the helium produced at prevailing market prices. The Hugoton Farm-Out Venture also acquired the right to all brine minerals subject to a ten percent ( 10 The first exploratory well commenced on May 7, 2022 near Garden City, Kansas with a goal to evaluate two Chase group formations. The Hugoton Farm-Out Venture is testing an unconventional theory regarding these two Chase group formations that have not previously been targeted for exploration by historical operations in the field. The exploration and development activity will be directed and coordinated under the terms of the USNG Letter Agreement entered in November 2021 with input from the newly formed Advisory Board of directors whose members all have extensive experience in developing shale resources and noble gas and rare earth mineral reserves. John Loeffelbein, the Company’s previous Chief Operating Officer was granted a 3% carried interest through drilling in the Hugoton Farmout Venture. Such carried interest was burdened only to the three other partners in the Hugoton Farm-Out Venture and not the Company’s interest. Letter of Engagement On April 1, 2022, the Company engaged Univest Securities, LLC (“Univest”) to act as the exclusive financial advisor, and the lead underwriter in a public offering (the “Offering”), to the Company. The size of the Offering is expected to be between $ 10,000,000 to $ 15,000,000 , with a goal to up-list the Company onto the Nasdaq Capital Market upon closing of the Offering. The price per share will be determined by mutual agreement of the Company and Univest and will be determined at the signing of the final Underwriting Agreement, which will based on, among other things, market conditions at the time of the Offering. Pursuant to the Underwriting Agreement, Univest will act as principal, or the representative of a number of broker-dealers that will offer the securities in a public offering. The Letter of Engagement anticipates that Univest will receive a gross discount equal to eight percent (8%) of the public offering price on each of the securities being offered. Univest has agreed to negotiate in good faith with other underwriters who, acting severally, could contract to act as an Underwriter in connection with the sale of the securities being offered. Univest will also have the right to re-offer all or any part of the securities being offered to broker- dealers. Univest will be entitled to warrants to purchase common stock representing 5% of the amount of securities sold in the Offering with an exercise price determined to be 110% of the Offering Price The Company also agreed to reimburse Univest, at and out of the proceeds of the Offering closings, for all of its reasonable, out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) in connection with the performance of its services hereunder not to exceed an aggregate of $ 150,000 1 The term of the Letter of Engagement Agreement expires upon the earlier to occur of (i) six (6) months from the date of execution or (ii) the mutual written agreement of the Company and Univest. Investment in GMDOC, LLC On May 3, 2022, the Company entered into an operating agreement (the “Operating Agreement”) pursuant to which the Company acquired 17 (or 60.7143% 4,037,500 GMDOC had previously acquired 70 10,000 The GMDOC Leases currently produce approximately 100 barrels of oil per day and 1.2 million cubic feet of natural gas per day, on a gross basis. GMDOC is managed by two other members – Darrah Oil Company, LLC, a Kansas limited liability company, and Grand Mesa Operating Company, a Kansas corporation (the “Managing Members”) – each of which also serve as the operating companies under the GMDOC Leases. Pursuant to the terms of the Operating Agreement, each member agreed to pay GMDOC, as its capital contribution, $ 50,000 5,400,000 6 The remainder of each member’s capital contribution and initial working capital for GMDOC will be financed, in part, by a loan to GMDOC from a Managing Member, in the aggregate amount of $ 400,000 6 With respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the Interests in the amount of $ 50,000 800,000 3,187,500 Conversion of Series A Convertible Preferred Stock to Common Stock. On April 28, 2022, a holder of Series A Convertible Preferred Stock exercised its right to convert 650 203,125 |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information American Noble Gas, Inc., formerly Infinity Energy Resources, Inc., has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the remainder of 2022 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes in Item 8, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K, filed with the SEC. |
Name change | Name change At the Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, changing the Company’s name from Infinity Energy Resources, Inc. to American Noble Gas Inc |
Reincorporation in Nevada | Reincorporation in Nevada On December 7, 2021, pursuant to an Agreement and Plan of Merger, American Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc, a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a certificate of merger on December 7, 2021 with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the predecessor company’s common stock, par value, $ 0.0001 0.0001 Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada, (ii) each outstanding share of the predecessor’s series A convertible preferred stock automatically converted into one share of series A convertible preferred stock, par value $0.0001 per share of AMGAS-Nevada, and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada common stock under the same terms and conditions as the original options, rights or warrants. Similar to the shares of predecessor common stock prior to the merger, the shares of AMGAS-Nevada common stock are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding certificate previously representing shares of the predecessor’s common stock or series A preferred stock automatically represents, without any action of the predecessor’s stockholders, the same number of shares of AMGAS-Nevada common stock or series A preferred stock, as applicable. Pursuant to the Agreement and Plan of Merger, the directors and officers of the predecessor company immediately prior to the merger became the directors and officers of AMGAS-Nevada and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the predecessor registrant immediately prior to the merger. As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended and its bylaws. As of the December 7, 2021 merger date, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation and Bylaws as filed in the State of Nevada. |
Quotation of Common Stock on OTCQB | Quotation of Common Stock on OTCQB Effective July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB ® |
Nature of Operations | Nature of Operations 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. Civil unrest within Nicaragua and difficulties encountered with negotiations on extensions and the issuance of permits to drill with the Nicaraguan government made the exploration and development of the underlying concessions problematic. In addition, the Company was in technical default of the certain terms of the Nicaraguan Concession and the Nicaraguan government terminated both of the underlying Concessions. As a result, the Company abandoned all of its efforts to explore and develop the Nicaraguan Concessions effective January 1, 2020. We sold our wholly-owned subsidiary, Infinity Oil and Gas of Texas, Inc. (“Infinity Texas”) in 2012 and its wholly-owned subsidiary, Infinity Oil and Gas of Wyoming, Inc. (“Infinity Wyoming”), was administratively dissolved in 2009. Subsequent to the termination of the Nicaraguan Concessions, we began assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, on July 31, 2019, we acquired an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold for oil and 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 non-refundable deposit of $ 50,000 to bind the 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. On September 2, 2020, the Company acquired a new Option from Core under similar terms as the previous Option, however the newly acquired Option permitted the Company to purchase the Properties at a reduced price of $ 900,000 at any time prior to November 1, 2020 and the Company agreed to immediately conduct a capital raise of between approximately $ 2 - 10 million to fund its acquisition and development of the Properties. On December 14, 2020 the parties executed an Asset Purchase and Sale Agreement which extended the new Option to January 11, 2021, which expired. We, Core, and Seller entered into the Side Letters on September 2, 2020 and March 31, 2021, pursuant to which we and Core agreed to set the closing date of the acquisition of the Properties under the Asset Purchase Agreement to April 1, 2021. Pursuant to the Side Letters, the Company is responsible for reimbursing Core for certain prorated revenues and expenses from January 1, 2021 through April 1, 2021. On April 1, 2021 we completed the acquisition of the Properties, under the same terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 2.05 The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet. We commenced rework of the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties existing oil and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. On April 4, 2022, the Company acquired a 40 The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on April 28, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent ( 10 The first exploratory well commenced on May 7, 2022 near Garden City, Kansas with a goal to evaluate its unconventional theory of where substantial oil, natural gas and noble gases may be present in the Hugoton Gas Field. The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The exploration and development activity will be directed and coordinated under the terms of the USNG Letter Agreement entered in November 2021 with input from the newly formed Advisory Board of directors whose members all have extensive experience in developing shale resources and noble gas and rare earth mineral reserves. We may find it necessary to obtain new sources of debt and/or equity capital to fund the exploration and development of the Properties enumerated above, as well as satisfying our existing debt obligations. We can provide no assurance that we will be able to obtain sufficient new debt/equity capital to fund our planned development of the Properties. |
COVID–19 Pandemic | COVID–19 Pandemic The financial statements contained in this Quarterly Report on Form 10-Q as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of March 31, 2022. Economies throughout the world continue to suffer disruptions by the effects of the quarantines, business closures and the reluctance of individuals to leave their homes as a result of the outbreak of the coronavirus (COVID-19) including the recent rise of the new Omicron variant. In particular, the oil and gas market has been severely impacted by the negative effects of the coronavirus because of the substantial and abrupt decrease in the demand for oil and gas globally followed by the recent resurgence in oil and natural gas prices. In addition, the capital markets have experienced periods of disruption and our efforts to raise necessary capital in the future may be adversely impacted by the pandemic and investor sentiment and we cannot forecast with any certainty when the lingering uncertainty caused by the COVID-19 pandemic will cease to impact our business and the results of our operations. In reading this Quarterly Report on Form 10-Q, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the outbreak of COVID-19. |
Going Concern | Going Concern The Company has incurred losses from operations, has a net stockholders’ deficit, incurred net cash used in operating activities and has a significant working capital deficit as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund the (i) development of the Properties acquired on April 1, 2021; (ii) funding our obligations for exploration and development under the Hugoton Farmout Agreement (see Note 14); (iii) normal day-to-day operations and corporate overhead; and (iv) 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 2022 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations during the three months ended March 31, 2022 and for the year ended December 31, 2021. The Company will have significant financial commitments to execute its planned exploration and development of the Properties and the Hugoton Gas Field. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil however the Company expects to begin generating revenues from the sale of natural gas and noble gases in the future. The Company recognizes revenue from its interests in the sales of oil and gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. The Company’s oil is typically sold at delivery points under contracts terms that are common in our industry. |
Convertible Instruments | Convertible Instruments In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2021 and has applied its effects to the 3 8 The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $ 160,900 252,961 92,061 Prior to the adoption of ASU 2020-06, the Company applied the existing accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. |
Management Estimates | Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; warrants issued in connection with convertible debt; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. |
Oil and gas properties | Oil and gas properties On April 1, 2021 we completed the acquisition of the Properties, under the terms of the Asset Purchase Agreement which provided a purchase price of $ 900,000 The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet. The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool through March 31, 2022. In addition, the Company is currently evaluating the Properties for oil and gas reserves and specifically the potential for noble gas reserves such as helium, argon and krypton. Based on these evaluations, the Company may redirect its efforts to the production of noble gases rather than crude oil on the Properties. These noble gas evaluation costs have also been expensed as lease operating costs through March 31, 2022. The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, which were zero through March 31, 2022, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds. When we acquire significant amounts of undeveloped acreage, we capitalize interest on the acquisition costs in accordance with FASB ASC Subtopic 835-20 for Capitalization of Interest. We capitalize interest upon identification and development of shale resource opportunities in the Haynesville and Marcellus areas. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest. Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves. Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10 The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. The trailing twelve-month reference price was $ 67.99 per barrel for the West Texas Intermediate oil at Cushing, Oklahoma through December 31, 2021. This reference price for oil is further adjusted for quality factors and regional differentials to derive estimated future net revenues. Under full cost accounting rules, any ceiling test write-downs of oil and gas properties may not be reversed in subsequent periods. There were no ceiling test write-downs through March 31, 2022. The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. |
Issuance of Debt Instruments With Detachable Stock Purchase Warrants | Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. During April 2021, the Company acquired the Kansas Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Kansas Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future, however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary. As of December 31, 2021, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100 734,897 981,106 |
Stock-based compensation | Stock-based compensation The Company applies ASC 718, Stock Compensation |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share Net income (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the if-converted/treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase shares of Common Stock at the average market price during the period. The Company has outstanding convertible promissory notes payable and Convertible Preferred Stock both of which is potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive. The Company has outstanding convertible promissory notes payable and convertible preferred stock both of which is potentially dilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. During the three months ended March 31, 2022 and 2021, the Company had outstanding the following securities that were potentially dilutive; 1) Series A Convertible Preferred Stock, 2) Convertible Note Payable through its retirement on March 26, 2021, 3) 3 % Convertible Promissory Notes issued on March 31, 2021, 4) 8 % Convertible Promissory Note issued on August 30, 2021, 5) 8 % Convertible Promissory Notes issued on October 29, 2021, 6) Warrants to purchase common stock and 7) options to purchase common stock. All potentially dilutive securities were excluded from the calculation of diluted income (loss) per share for the three months ended March 31, 2022 and 2021 as all were considered anti-dilutive because of the net loss reported for the three months ended March 31, 2022 and 2021. |
Gain on Extinguishment of Liabilities / Troubled Debt Restructuring: | Gain on Extinguishment of Liabilities / Troubled Debt Restructuring: In accordance with ASC 470, the Company assesses restructuring of debt as troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grant a concession to the debtor that it would not otherwise consider. The Company records a gain on restructuring of payables when it transfers its assets to a creditor to fully settle a payable. The gain is measured by the excess of the carrying amount of the payable over the fair value of the assets transferred or fair value of equity interest granted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Reference Rate Reform. - Income Taxes – Simplifying the Accounting for Income Taxes Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows. |
Oil and Gas Properties Acquir_2
Oil and Gas Properties Acquired (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Extractive Industries [Abstract] | |
Schedule of Oil and Gas Properties and Equipment | Oil and gas properties and equipment is comprised of the following at March 31, 2022 and December 31, 2021: Schedule of Oil and Gas Properties and Equipment March 31, 2022 December 31,2021 Oil and gas production equipment $ 913,425 $ 913,425 Proven developed and undeveloped oil and gas properties 9,134 — Subtotal 922,559 913,425 Less: Accumulated depreciation, depletion and amortization (123,336 ) (92,502 ) Oil and gas properties and equipment, net $ 799,223 $ 820,923 |
Schedule of Oil and Gas Properties Acquired | The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Oil and Gas Properties: Schedule of Oil and Gas Properties Acquired Amount Oil and gas properties, subject to depreciation, depletion and amortization $ 913,425 Asset retirement obligation assumed (13,425 ) Total purchase price of the Oil and Gas Properties $ 900,000 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt obligations is comprised of the following at March 31, 2022 and December 31, 2021: Schedule of Debt Outstanding March 31, 2022 December 31, 2021 Notes payable: $ 28,665 $ 28,665 3 $ 28,665 $ 28,665 8 193,059 273,726 456,941 376,274 Total notes payable 485,606 404,939 Less: Long-term portion 28,665 28,665 Notes payable, short-term $ 456,941 $ 376,274 |
Schedule of Debt Obligations Maturities | Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2022 $ 456,941 2023 — 2024 — 2025 — 2026 28,665 2027 — Total $ 485,606 |
Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock | Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock Amount Proceeds allocated to 8% convertible note $ 314,104 Proceeds allocated to 8 $ 314,104 Proceeds allocated to detachable warrants to purchase common stock 335,896 Total proceeds $ 650,000 |
Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted | Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted As of (issuance date) As of (issuance date) Volatility – range 369.4 % 367.7 % Risk-free rate 0.77 % 1.18 % Contractual term 5.5 5.5 Exercise price $ 0.50 $ 0.50 Number of warrants in aggregate 200,000 1,650,000 |
Schedule of Convertible Debt | Following is a summary of activity relative to the 8% Note and October 8% Notes as for the three months ended March 31, 2022: Schedule of Convertible Debt Amount Balance December 31, 2021 – 8% Convertible Notes $ 376,274 Amortization of discount during the period to interest expense 80,667 Balance March 31, 2022 - 8% Convertible Notes $ 456,941 |
Schedule of Prepayment of Note | Schedule of Prepayment of Note Amount Principal balance at par $ 365,169 Remaining discount included in principal balance (44,883 ) Accrued interest 17,448 Prepayment premium (including remaining discount due to early retirement) 115,805 Total payment to retire the August Note $ 453,539 |
Summary of Amortization and Retirement of Note | Following is a summary of the August Note as for the year ended December 31, 2021: Summary of Amortization and Retirement of Note Amount Balance December 31, 2020 - August Note $ 133,563 Cumulative effect of adoption of ASU 2020-06 160,900 Amortization of discount through the March 26, 2021 retirement date 25,823 Remaining discount recognized as a loss from retirement of convertible note payable 44,883 Retirement of August Note at par value on March 26, 2021 (365,169 ) Balance December 31, 2021 - August Note $ — |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at March 31, 2022 and December 31, 2021: Schedule of Accrued Liabilities March 31, 2022 December 31, 2021 Accrued rent $ 614,918 $ 614,918 Accrued Nicaragua Concession fees 544,485 544,485 Total accrued liabilities $ 1,159,403 $ 1,159,403 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock Options | |
Schedule of Stock-based Compensation | Total stock-based compensation is comprised of the following for the three months ended March 31, 2022 and 2021: Schedule of Stock-based Compensation Three Months Ended 2022 2021 Stock-based compensation – stock option grants $ 76,500 $ — Stock-based compensation – restricted stock grants 81,250 81,250 Stock-based compensation – warrants issued for services pursuant to USNG Letter Agreement (See Note 7) 72,156 — Total stock-based compensation $ 229,906 $ 81,250 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2022 and 2021: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Value Outstanding at December 31, 2020 332,000 $ 41.86 1.28 $ — Granted — — Exercised — — Forfeited (55,000 ) (50.25 ) Outstanding at March 31, 2021 277,000 $ 39.75 1.27 $ — Outstanding and exercisable at March 31, 2021 277,000 $ 39.75 1.27 $ — Outstanding and exercisable at December 31, 2021 1,892,000 $ 1.93 9.07 $ — Granted — — Exercised — — Forfeited — — Outstanding at March 31, 2022 1,892,000 $ 1.93 8.82 $ — Outstanding and exercisable at March 31, 2022 92,000 $ 30.00 1.79 $ — |
Summary of Exercise Prices and Weighted Average Remaining Contractual Life | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of March 31, 2022: Summary of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding options Exercisable options Exercise price per share Number of options Weighted average remaining contractual life Number of options Weighted average remaining contractual life $ 0.50 1,800,000 9.18 — — $ 30.00 92,000 1.79 92,000 1.79 Total 1,892,000 8.82 92,000 1.79 |
Schedule of Stock Option Valuation Assumption | The following is the assumptions used in calculating the estimated grant-date fair value of the stock options granted during 2021: Schedule of Stock Option Valuation Assumption As of June 4, 2021 (issuance date) Volatility – range 286.6 % Risk-free rate 1.56 % Contractual term 10.0 Exercise price $ 0.50 Number of options in aggregate 1,800,000 |
Schedule of Restricted Stock Unit Activity | A summary of all restricted stock activity under the equity compensation plans for the three months ended March 31, 2022 and 2021 is as follows: Schedule of Restricted Stock Unit Activity Number of Restricted shares Weighted average grant date fair value Nonvested balance, December 31, 2020 3,750,000 $ 0.13 Granted — — Vested (625,000 ) (0.13 ) Forfeited — — Nonvested balance, March 31, 2021 3,125,000 $ 0.13 Nonvested balance, December 31, 2021 1,250,000 $ 0.13 Granted — — Vested (625,000 ) (0.13 ) Forfeited — — Nonvested balance, March 31, 2022 625,000 $ 0.13 |
Schedule of Nonvested Restricted Stock Unit Activity | The nonvested balance of restricted stock vests as follows: Schedule of Nonvested Restricted Stock Unit Activity Years ended Number of shares 2022 625,000 2023 — |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of Derivative Liabilities | A summary of the assumptions used in calculating estimated fair value of such derivative liabilities as of March 31, 2021 is as follows: Schedule of Assumptions Used to Estimate Fair Value of Derivative Liabilities As of March 31, 2021 Volatility – range 373.9 % Risk-free rate 0.92 % Contractual term 0.2 Exercise price $ 5.60 Number of warrants in aggregate 8,500 |
Summary of Changes in Fair Value of Derivative Financial Instruments | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Summary of Changes in Fair Value of Derivative Financial Instruments Amount Balance at December 31, 2020 $ 321 Unrealized derivative gains included in other income/expense for the period (199 ) Balance at March 31, 2021 $ 122 Balance at December 31, 2021 $ — Unrealized derivative gains included in other income/expense for the period — Balance at March 31, 2022 $ — |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
Summary of Warrant Activity | The following table summarizes warrant activity for the three months ended March 31, 2022 and 2021: Summary of Warrant Activity Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable at December 31, 2020 1,528,380 $ 0.65 Issued in connection with issuance of Series A convertible preferred 5,256,410 0.39 Issued in connection with issuance of 3 5,732,994 0.50 Forfeited/expired (18,500 ) (5.28 ) Outstanding and exercisable at March 31, 2021 12,499,284 $ 0.46 Outstanding and exercisable at December 31, 2021 17,580,784 $ 0.47 Forfeited/expired — — Outstanding and exercisable at March 31, 2022 17,580,784 $ 0.47 |
Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of March 31, 2022: Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding and exercisable warrants Exercise price per share Number of warrants Weighted average remaining contractual life $ 0.39 5,256,410 4.5 $ 0.50 12,324,374 4.2 Total 17,580,784 4.3 |
Schedule of Warrants Valuation Assumption | The following is the assumptions used in calculating the estimated grant-date fair value of the warrants issued pursuant to the USNG Letter Agreement granted on November 9, 2021: Schedule of Warrants Valuation Assumption As of November 9, 2021 (issuance date) Volatility – range 359.3 % Risk-free rate 1.08 % Expected term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 3,260,000 |
Gain on Exchange and Extingui_2
Gain on Exchange and Extinguishment of Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Gain On Exchange And Extinguishment Of Liabilities | |
Schedule of Estimated Gain on Exchange and Extinguishment of Debt | During the three months ended March 31, 2022 and 2021, the Company recorded gains on the extinguishment of liabilities through the negotiation of settlements with certain creditors and through the operation of law as follows: Schedule of Estimated Gain on Exchange and Extinguishment of Debt Three months ended March 31, 2022 2021 Gain (loss) on Exchange and Extinguishment of Liabilities: Gain on exchange and extinguishment of liabilities $ — $ 124,177 Gain from settlement of litigation (See Note 11) — 23,000 Loss from retirement of convertible note payable (See Notes 3) — (115,805 ) Total $ — $ 31,372 |
Schedule of Fair Value of Warrants Estimated Valuation Assumptions | Schedule of Fair Value of Warrants Estimated Valuation Assumptions As of March 31, 2021 Volatility – range 374.0 % Risk-free rate 0.92 % Contractual term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 5,732,994 |
Schedule of Gain on Extinguishment of Liabilities | The gain on extinguishment of liabilities from the Debt Settlement Agreements was determined as follows: Schedule of Gain on Extinguishment of Liabilities Amount Total accounts payable and accrued liabilities extinguished $ 2,866,497 Less: Principal balance of 3 (28,665 ) Less: Fair value of warrants to purchase common stock issued (1,605,178 ) Total gain on extinguishment of liabilities $ 1,232,654 Less: Related party amounts reported as a capital contribution (1,108,477 ) Gain on extinguishment of liabilities $ 124,177 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Assets Retirement Obligation | Schedule of Assets Retirement Obligation Amount Asset retirement obligation at December 31, 2020 $ 1,716,003 Additions — Accretion expense during the period — Asset retirement obligation at March 31, 2021 $ 1,716,003 Asset retirement obligation at December 31, 2021 $ 1,730,264 Additions — Accretion expense during the period 279 Asset retirement obligation at March 31, 2022 $ 1,730,543 |
Stockholder_s Deficit (Tables)
Stockholder’s Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Series A Convertible Preferred Stock Activity | The following summarizes the activity in Series A Convertible Preferred Stock for the three months ended March 31, 2022 and 2021: Schedule of Series A Convertible Preferred Stock Activity Number of Shares Outstanding at December 31, 2020 — Issued 22,776 Converted to common stock — Outstanding at March 31, 2021 22,776 Outstanding at December 31, 2021 22,076 Issued — Converted to common stock (800 ) Outstanding at March 31, 2022 21,276 |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Apr. 04, 2022 | Apr. 01, 2021USD ($)a | Mar. 26, 2021USD ($) | Jan. 02, 2021USD ($) | Sep. 02, 2020USD ($) | Jul. 31, 2019USD ($)a | Mar. 31, 2022$ / shares | Dec. 31, 2021USD ($)bbl$ / shares | Dec. 07, 2021$ / shares | Oct. 29, 2021 | Aug. 30, 2021 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Agreement descripition | (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada, (ii) each outstanding share of the predecessor’s series A convertible preferred stock automatically converted into one share of series A convertible preferred stock, par value $0.0001 per share of AMGAS-Nevada, and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada common stock under the same terms and conditions as the original options, rights or warrants. | |||||||||||
Debt instrument interest percentage | 10.00% | |||||||||||
Increase in carrying value of convertible notes payable | $ 160,900 | |||||||||||
Decrease to additional paid in capital | 252,961 | |||||||||||
Decrease to accumulated deficit | $ 92,061 | |||||||||||
Price per barrel | bbl | 67.99 | |||||||||||
Debt percentage | 100.00% | |||||||||||
Texas Oil and Gas [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Oil and gas reclamation liability | $ 734,897 | |||||||||||
Wyoming And Colorado Oil and Gas [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Oil and gas reclamation liability | $ 981,106 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument interest percentage | 3.00% | 8.00% | 8.00% | 3.00% | ||||||||
Asset Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Acquisition of oil and gas properties | $ 2,050,000 | |||||||||||
Purchase price of asset | $ 900,000 | |||||||||||
Acquisition of oil and gas properties, description | The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet. | |||||||||||
Core Energy LLC [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Oil and Gas, Developed Acreage, Gross | a | 11,000 | 11,000 | ||||||||||
Core Energy LLC [Member] | Option Prior to December 31, 2019 [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
[custom:NonRefundableDeposits-0] | $ 50,000 | |||||||||||
Acquisition of oil and gas properties | $ 2,500,000 | |||||||||||
Core Energy LLC [Member] | Time Prior to November 1, 2020 [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Acquisition of oil and gas properties | $ 900,000 | |||||||||||
Core Energy LLC [Member] | Time Prior to November 1, 2020 [Member] | Minimum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Acquisition of oil and gas properties | 2,000,000 | |||||||||||
Core Energy LLC [Member] | Time Prior to November 1, 2020 [Member] | Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Acquisition of oil and gas properties | $ 10,000,000 | |||||||||||
AMGAS Inc [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Acquisition interest percentage | 40.00% | |||||||||||
AMGAS JV [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Joint venture interest rate percentage | 10.00% | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 |
Schedule of Oil and Gas Propert
Schedule of Oil and Gas Properties and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Oil and gas production equipment | $ 913,425 | |
Subtotal | 922,559 | $ 913,425 |
Less: Accumulated depreciation, depletion and amortization | (123,336) | (92,502) |
Property and equipment, net | 799,223 | 820,923 |
Oil and Gas Properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Oil and gas production equipment | 913,425 | 913,425 |
Proven developed and undeveloped oil and gas properties | 9,134 | |
Subtotal | 922,559 | 913,425 |
Less: Accumulated depreciation, depletion and amortization | (123,336) | (92,502) |
Property and equipment, net | $ 799,223 | $ 820,923 |
Schedule of Oil and Gas Prope_2
Schedule of Oil and Gas Properties Acquired (Details) | Mar. 31, 2022USD ($) |
Extractive Industries [Abstract] | |
Oil and gas properties, subject to depreciation, depletion and amortization | $ 913,425 |
Asset retirement obligation assumed | (13,425) |
Total purchase price of the Oil and Gas Properties | $ 900,000 |
Oil and Gas Properties Acquir_3
Oil and Gas Properties Acquired (Details Narrative) | Mar. 31, 2022USD ($) | Apr. 01, 2021USD ($)a | Jul. 31, 2019a |
Restructuring Cost and Reserve [Line Items] | |||
Oil and Gas Property, Full Cost Method, Net | $ 900,000 | ||
Oil and gas property, full cost method, depletion | $ 13,425 | ||
Core Energy LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Oil and Gas, Developed Acreage, Gross | a | 11,000 | 11,000 | |
Oil and Gas Property, Full Cost Method, Net | $ 900,000 | ||
Oil and gas property, full cost method, depletion | $ 13,425 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Notes payable | $ 485,606 | $ 404,939 |
Notes payable, noncurrent | 28,665 | 28,665 |
Notes payable, current | 456,941 | 376,274 |
Convertible Promissory Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | 28,665 | 28,665 |
Convertible Promissory Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | $ 456,941 | $ 376,274 |
Schedule of Debt Outstanding _2
Schedule of Debt Outstanding (Details) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Debt interest rate | 10.00% | |
Convertible Promissory Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 3.00% | 3.00% |
Convertible Promissory Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8.00% | 8.00% |
Debt instrument, unamortized discount | $ 193,059 | $ 273,726 |
Schedule of Debt Obligations Ma
Schedule of Debt Obligations Maturities (Details) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 456,941 |
2023 | |
2024 | |
2025 | |
2026 | 28,665 |
2027 | |
Total | $ 485,606 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Short-Term Debt [Line Items] | |
Total proceeds | $ 650,000 |
8% Convertible Note [Member] | |
Short-Term Debt [Line Items] | |
Total proceeds | 314,104 |
Detachable Warrants [Member] | |
Short-Term Debt [Line Items] | |
Total proceeds | $ 335,896 |
Schedule of Convertible Promi_2
Schedule of Convertible Promissory Note with Detachable Warrants to Purchase Common Stock (Details) (Parenthetical) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Debt instrument interest rate | 10.00% | |
Convertible Promissory Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate | 8.00% | 8.00% |
Schedule of Fair Value of Detac
Schedule of Fair Value of Detachable Warrants to Purchase Common Stock Granted (Details) | Oct. 30, 2021$ / sharesshares | Aug. 30, 2021$ / sharesshares | Mar. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term | 4 years 3 months 18 days | ||
Number of warrants in aggregate | shares | 1,650,000 | 200,000 | |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding measurement input | 367.7 | 369.4 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding measurement input | 1.18 | 0.77 | |
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term | 5 years 6 months | 5 years 6 months | |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price | $ / shares | $ 0.50 | $ 0.50 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Amortization of discount during the period to interest expense | $ 80,667 | $ 25,823 |
8% Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Balance December 31, 2021 - 8% Convertible Note | 376,274 | |
Amortization of discount during the period to interest expense | 80,667 | |
Balance March 31, 2022 - 8% Convertible Note | $ 456,941 |
Schedule of Prepayment of Note
Schedule of Prepayment of Note (Details) - August Note [Member] | Mar. 26, 2021USD ($) |
Short-Term Debt [Line Items] | |
Principal balance at par | $ 365,169 |
Remaining discount included in principal balance | (44,883) |
Accrued interest | 17,448 |
Prepayment premium (including remaining discount due to early retirement) | 115,805 |
Total payment to retire the August Note | $ 453,539 |
Summary of Amortization and Ret
Summary of Amortization and Retirement of Note (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Balance, beginning | $ 133,563 |
Cumulative effect of adoption of ASU 2020-06 | 160,900 |
Amortization of discount through the March 26, 2021 retirement date | 25,823 |
Remaining discount recognized as a loss from retirement of convertible note payable | 44,883 |
Retirement of August Note at par value on March 26, 2021 | (365,169) |
Balance, ending |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Oct. 29, 2021 | Aug. 30, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Jan. 02, 2021 | Aug. 19, 2020 | Jul. 15, 2015 | Jul. 07, 2015 | Dec. 31, 2013 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 30, 2021 | Mar. 26, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 10.00% | |||||||||||||||
Warrants to purchase of common stock | 200,000 | 1,650,000 | ||||||||||||||
Increase in carrying value of convertible notes payable | $ 160,900 | |||||||||||||||
Decrease to additional paid in capital | 252,961 | |||||||||||||||
Decrease to accumulated deficit | $ 92,061 | |||||||||||||||
Warrant term | 4 years 3 months 18 days | 4 years 3 months 18 days | ||||||||||||||
Number of shares issued | 15,000 | |||||||||||||||
Number of shares issued, value | $ 1,929,089 | |||||||||||||||
Gain (loss) on extinguishment of debt | 31,372 | |||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8.00% | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Number of shares issued, value | ||||||||||||||||
3% Convertible Promissory Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Warrant exercise price | $ 0.50 | $ 0.50 | ||||||||||||||
3% Convertible Promissory Notes Payable [Member] | Related Parties [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Extinguishment of debt, amount | $ 2,577,727 | |||||||||||||||
Debt instrument interest percentage | 3.00% | 3.00% | ||||||||||||||
Warrants to purchase of common stock | 5,155,454 | 5,155,454 | ||||||||||||||
Convertible Promissory Notes Payable One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8.00% | 8.00% | ||||||||||||||
Debt instrument, unamortized discount | $ 193,059 | $ 273,726 | ||||||||||||||
August Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, unamortized discount | $ 44,883 | |||||||||||||||
Prepayment premium rate | 15.00% | |||||||||||||||
Individual [Member] | Other Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8.00% | |||||||||||||||
Warrants to purchase of common stock | 5,000 | |||||||||||||||
Warrant exercise price | $ 5.60 | |||||||||||||||
Proceeds from convertible debt | $ 50,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 5.60 | |||||||||||||||
Debt instrument term | 90 days | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Derivative Liability | $ 72 | $ 189 | ||||||||||||||
Holder 1 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Extinguishment of debt, amount | 72,874 | |||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||
Number of shares issued | 145,000 | |||||||||||||||
Number of shares issued, value | $ 40,600 | |||||||||||||||
Gain (loss) on extinguishment of debt | $ 32,274 | |||||||||||||||
Individual Two [Member] | Other Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8.00% | |||||||||||||||
Warrants to purchase of common stock | 3,500 | |||||||||||||||
Warrant exercise price | $ 5.60 | |||||||||||||||
Proceeds from convertible debt | $ 35,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 5.60 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Derivative Liability | 50 | $ 132 | ||||||||||||||
Holder 2 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Extinguishment of debt, amount | 50,956 | |||||||||||||||
Debt instrument, face amount | $ 35,000 | |||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||
Number of shares issued, value | $ 28,000 | |||||||||||||||
Gain (loss) on extinguishment of debt | $ 22,956 | |||||||||||||||
Debt Settlement Agreement [Member] | Six Creditors [Member] | 3% Convertible Promissory Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Extinguishment of debt, amount | $ 2,866,497 | |||||||||||||||
Debt instrument, face amount | $ 28,665 | $ 28,665 | ||||||||||||||
Debt instrument interest percentage | 3.00% | 3.00% | ||||||||||||||
Warrants to purchase of common stock | 5,732,994 | 5,732,994 | ||||||||||||||
Warrant exercise price | $ 0.50 | $ 0.50 | ||||||||||||||
Debt instrument description | The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 (“Maturity Date”). | |||||||||||||||
Debt instrument, maturity date | Mar. 30, 2026 | |||||||||||||||
Debt Settlement Agreements [Member] | 3% Convertible Promissory Notes Payable [Member] | Related Parties [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Extinguishment of debt, amount | $ 2,577,727 | |||||||||||||||
Debt Settlement Agreements [Member] | Six Creditors [Member] | 3% Convertible Promissory Notes Payable [Member] | Related Parties [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 25,777 | $ 25,777 | ||||||||||||||
Debt instrument interest percentage | 3.00% | 3.00% | ||||||||||||||
Warrants to purchase of common stock | 5,155,454 | 5,155,454 | ||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | 8% Convertible Promissory Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||
Warrants to purchase of common stock | 200,000 | |||||||||||||||
Debt instrument description | The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date. | |||||||||||||||
Debt instrument, maturity date | Oct. 29, 2022 | |||||||||||||||
Shares issued price per share | $ 0.50 | |||||||||||||||
Proceeds from convertible debt | $ 100,000 | |||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | 8% Convertible Promissory Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Number of shares issued on conversion | 200,000 | |||||||||||||||
Shares issued price per share | $ 0.50 | |||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | Convertible Note Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 365,169 | |||||||||||||||
Debt instrument description | The August Note bore interest at a rate of eight percent (8%) per annum with 12 months guaranteed, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to 115% of the principal amount of the August Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,500,000. In addition, pursuant to the August Note, so long as the August Note remained outstanding, the Company could not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than ten cents per share without written consent of the August Investor. | |||||||||||||||
Shares issued price per share | $ 0.50 | |||||||||||||||
Proceeds from convertible debt | $ 325,000 | |||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | Convertible Note Payable [Member] | Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Warrants to purchase of common stock | 800,000 | |||||||||||||||
Number of shares issued on conversion | 3,943,820 | |||||||||||||||
Shares issued price per share | $ 0.10 | |||||||||||||||
Debt conversion, description | The Company and the August Investor agreed that for so long as the August Note and August Warrant remains outstanding, the August Investor has a right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing. | |||||||||||||||
Securities Purchase Agreement [Member] | August Investor [Member] | Convertible Note Payable [Member] | Beneficial Owner [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument description | The conversion of the August Note and the exercise of the August Warrant are each subject to beneficial ownership limitations such that the August Investor may not convert the August Note or exercise the August Warrant to the extent that such conversion or exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. | |||||||||||||||
Securities Purchase Agreement [Member] | October Investor [Member] | 8% Convertible Promissory Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 550,000 | |||||||||||||||
Warrants to purchase of common stock | 1,650,000 | |||||||||||||||
Warrant exercise price | $ 0.50 | |||||||||||||||
Debt instrument description | The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date. | |||||||||||||||
Debt instrument, maturity date | Oct. 29, 2022 | |||||||||||||||
Shares issued price per share | $ 0.50 | |||||||||||||||
Proceeds from convertible debt | $ 550,000 | |||||||||||||||
Debt conversion, description | The 8% Note and the October 8% Notes all bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and one-hundred percent (100%) of the underlying notes plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Notes and the October 8% Notes, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investors. | |||||||||||||||
Securities Purchase Agreement [Member] | October Investor [Member] | 8% Convertible Promissory Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Number of shares issued on conversion | 1,100,000 | |||||||||||||||
Securities Purchase Agreement [Member] | October Investor [Member] | Senior Unsecured Convertible Note [Member] | Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt conversion, description | The Company and the 8% Note Investor and the October 8% Note Investors agreed that for so long as the underlying warrants remain outstanding, the investor have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing. | |||||||||||||||
Securities Purchase Agreement [Member] | October Investor [Member] | Senior Unsecured Convertible Note [Member] | Beneficial Owner [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt conversion, description | The conversion of the 8% Note and the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor and the October 8% Note Investors may not convert the underlying notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the investors being the beneficial owner in excess of 4.99% (or, upon election of the investors, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued rent | $ 614,918 | $ 614,918 |
Accrued Nicaragua Concession fees | 544,485 | 544,485 |
Total accrued liabilities | $ 1,159,403 | $ 1,159,403 |
Accrued liabilities (Details Na
Accrued liabilities (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 | Oct. 30, 2021 | Aug. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument interest percentage | 10.00% | |||
Warrants to purchase of common stock | 1,650,000 | 200,000 | ||
3% Convertible Promissory Notes Payable [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Warrant exercise price | $ 0.50 | |||
Debt Settlement Agreement [Member] | Six Creditors [Member] | 3% Convertible Promissory Notes Payable [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Extinguishment of debt, amount | $ 2,866,497 | |||
Debt instrument, face amount | $ 28,665 | |||
Debt instrument interest percentage | 3.00% | |||
Warrants to purchase of common stock | 5,732,994 | |||
Warrant exercise price | $ 0.50 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 229,906 | $ 81,250 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 76,500 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 81,250 | 81,250 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 72,156 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||||
Number of Options, Outstanding, Beginning | 1,892,000 | 332,000 | 332,000 | 332,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 1.93 | $ 41.86 | $ 41.86 | $ 41.86 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 8 years 9 months 25 days | 1 year 3 months 7 days | 9 years 25 days | 1 year 3 months 10 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | |||||
Number of Options, Granted | 1,800,000 | ||||
Weighted Average Exercise Price Per Share, Granted | |||||
Number of Options, Exercised | |||||
Weighted Average Exercise Price Per Share, Exercised | |||||
Number of Options, Forfeited | (55,000) | ||||
Weighted Average Exercise Price Per Share, Forfeited | $ (50.25) | ||||
Number of Options, Outstanding, Ending | 1,892,000 | 277,000 | 1,892,000 | 332,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending | $ 1.93 | $ 39.75 | $ 1.93 | $ 41.86 | |
Aggregate Intrinsic Value, Outstanding, Ending | |||||
Number of Options, Outstanding and Exercisable | 92,000 | 277,000 | |||
Weighted Average Exercise Price Per Share, Outstanding and Exercisable | $ 30 | $ 39.75 | |||
Weighted Average Remaining Contractual Term, Outstanding and exercisable | 1 year 9 months 14 days | 1 year 3 months 7 days | |||
Aggregate Intrinsic Value, Exercisable |
Summary of Exercise Prices and
Summary of Exercise Prices and Weighted Average Remaining Contractual Life (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 1.93 | $ 39.75 | $ 1.93 | $ 41.86 |
Number of options | 1,892,000 | 277,000 | 1,892,000 | 332,000 |
Weighted average remaining contractual life | 8 years 9 months 25 days | |||
Number of options | 92,000 | 277,000 | ||
Weighted average remaining contractual life | 1 year 9 months 14 days | 1 year 3 months 7 days | ||
Exercise Price One [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 0.50 | |||
Number of options | 1,800,000 | |||
Weighted average remaining contractual life | 9 years 2 months 4 days | |||
Number of options | ||||
Exercise Price Two [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 30 | |||
Number of options | 92,000 | |||
Weighted average remaining contractual life | 1 year 9 months 14 days | |||
Number of options | 92,000 | |||
Weighted average remaining contractual life | 1 year 9 months 14 days |
Schedule of Stock Option Valuat
Schedule of Stock Option Valuation Assumption (Details) - $ / shares | Jun. 04, 2021 | Mar. 31, 2021 |
Stock Options | ||
Volatility - range | 286.60% | |
Risk-free rate | 1.56% | |
Contractual term | 10 years | |
Exercise price | $ 0.50 | |
Number of options in aggregate | 1,800,000 | 17,580,784 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted shares, Nonvested balance, beginning | 1,250,000 | 3,750,000 |
Weighted average grant date fair value, Nonvested balance, beginning | $ 0.13 | $ 0.13 |
Number of Restricted shares, Granted | ||
Weighted average grant date fair value, Granted | ||
Number of Restricted shares, Vested | (625,000) | (625,000) |
Weighted average grant date fair value, Vested | $ (0.13) | $ (0.13) |
Number of Restricted shares, Forfeited | ||
Weighted average grant date fair value, Forfeited | ||
Number of Restricted shares, Nonvested balance, end | 625,000 | 3,125,000 |
Weighted average grant date fair value, Nonvested balance, end | $ 0.13 | $ 0.13 |
Schedule of Nonvested Restricte
Schedule of Nonvested Restricted Stock Unit Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Stock Options | |
2022 | $ 625,000 |
2023 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 13, 2021 | Sep. 25, 2015 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted during the period | 1,800,000 | |||||||
Stock-based compensation expense in connection with vesting of options granted | $ 229,906 | $ 81,250 | ||||||
Share price | $ 0.17 | |||||||
Share-based payment award, options, vested and expected to vest | 0 | |||||||
Unrecognized compensation cost | 51,000 | |||||||
Stock-based compensation expense | 229,906 | 81,250 | ||||||
Unrecognized compensation costs | $ 81,250 | |||||||
2021 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Issuance of reserved common stock, shares | 5,000,000 | |||||||
2015 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Issuance of reserved common stock, shares | 500,000 | |||||||
2021 Plan and the 2015 [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Issuance of reserved common stock, shares | 5,500,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 5,500,000 | |||||||
Equity Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense in connection with vesting of options granted | $ 76,500 | 0 | ||||||
Stock option issued during the period, shares | 1,800,000 | |||||||
Stock option issued during the period, value | $ 305,997 | |||||||
Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense in connection with vesting of options granted | $ 81,250 | $ 81,250 | ||||||
Number of restricted shares, granted | ||||||||
Stock-based compensation expense | $ 81,250 | $ 81,250 | ||||||
Restricted Stock [Member] | Officers Directors and Consultant [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of restricted shares, granted | 5,000,000 | |||||||
Restricted Stock [Member] | Chief Operating Officer [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of restricted shares, granted | 2,000,000 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Estimate Fair Value of Derivative Liabilities (Details) | 3 Months Ended | ||
Mar. 31, 2021shares | Oct. 30, 2021shares | Aug. 30, 2021shares | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative liability, fair value assumptions, number of warrants in aggregate | 1,650,000 | 200,000 | |
Derivative [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative liability, fair value assumptions, number of warrants in aggregate | 8,500 | ||
Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative liability, fair value assumptions, measurement input | 373.9 | ||
Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative liability, fair value assumptions, measurement input | 0.92 | ||
Derivative [Member] | Measurement Input, Expected Term [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative liability, fair value assumptions, measurement input, term | 2 months 12 days | ||
Derivative [Member] | Measurement Input, Exercise Price [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative liability, fair value assumptions, measurement input | 5.60 |
Summary of Changes in Fair Valu
Summary of Changes in Fair Value of Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 321 | |
Unrealized derivative gains included in other income/expense for the period | (199) | |
Derivative liabilities, ending balance | $ 122 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants, Outstanding and exercisable, Beginning balance | 17,580,784 | 1,528,380 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Beginning balance | $ 0.47 | $ 0.65 |
Number of warrants, Issued in connection with issuance of Series A convertible preferred stock (See Note 3) | 5,256,410 | |
Weighted Average Exercise Price Per Share, Issued in connection with issuance of Series A convertible preferred stock (See Note 3) | $ 0.39 | |
Number of warrants, Issued in connection with issuance of 3% convertible promissory notes (see Note 3 and 13) | 5,732,994 | |
Weighted Average Exercise Price Per Share, Issued in connection with issuance of 3% convertible promissory notes (see Note 3 & 13) | $ 0.50 | |
Number of warrants, Forfeited/expired | (18,500) | |
Weighted Average Exercise Price Per Share, Forfeited/expired | $ (5.28) | |
Number of warrants, Outstanding and exercisable, Ending balance | 17,580,784 | 12,499,284 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Ending balance | $ 0.47 | $ 0.46 |
Summary of Warrant Activity (_2
Summary of Warrant Activity (Details) (Parenthetical) | Mar. 31, 2022 | Mar. 31, 2021 |
Short-Term Debt [Line Items] | ||
Debt instrument interest percentage | 10.00% | |
Convertible Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest percentage | 3.00% | 3.00% |
Summary of Warrant Range of Exe
Summary of Warrant Range of Exercise Prices and Weighted Average Remaining Contractual Life (Details) - $ / shares | Jun. 04, 2021 | Mar. 31, 2021 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Outstanding and exercisable warrants, number of warrants | 1,800,000 | 17,580,784 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 3 months 18 days | |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Common stock per share | $ 0.39 | |
Outstanding and exercisable warrants, number of warrants | 5,256,410 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 6 months | |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Common stock per share | $ 0.50 | |
Outstanding and exercisable warrants, number of warrants | 12,324,374 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 2 months 12 days |
Schedule of Warrants Valuation
Schedule of Warrants Valuation Assumption (Details) | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 09, 2021$ / sharesshares | Oct. 30, 2021$ / sharesshares | Aug. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Contractual term | 4 years 3 months 18 days | |||||
Number of warrants in aggregate | shares | 1,650,000 | 200,000 | ||||
Measurement Input, Price Volatility [Member] | ||||||
Warrants outstanding, measurement input | 367.7 | 369.4 | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants outstanding, measurement input | 1.18 | 0.77 | ||||
Measurement Input, Expected Term [Member] | ||||||
Contractual term | 5 years 6 months | 5 years 6 months | ||||
Measurement Input, Exercise Price [Member] | ||||||
Exercise price | $ / shares | $ 0.50 | $ 0.50 | ||||
Warrant [Member] | ||||||
Contractual term | 4 years 3 months 18 days | 4 years 7 months 6 days | 5 years | |||
Number of warrants in aggregate | shares | 3,260,000 | 5,732,994 | ||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||
Warrants outstanding, measurement input | 359.3 | 374 | ||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants outstanding, measurement input | 1.08 | 0.92 | ||||
Warrant [Member] | Measurement Input, Expected Term [Member] | ||||||
Contractual term | 5 years | |||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||||
Exercise price | $ / shares | $ 0.50 | $ 0.50 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Nov. 09, 2021USD ($)abbl$ / sharesshares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)bbl$ / shares | Oct. 30, 2021shares | Aug. 30, 2021shares |
Contractual term | 4 years 3 months 18 days | |||||
Price per barrel | bbl | 67.99 | |||||
Excess of cash receivable | $ 25,000 | |||||
Unearned receipts | 25,000 | |||||
Payment or accrual liability | $ 0 | $ 0 | ||||
Number of warrants in aggregate | shares | 1,650,000 | 200,000 | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 229,906 | $ 81,250 | ||||
Share price | $ / shares | $ 0.17 | |||||
Warrant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | shares | 18,500 | |||||
Consultants [Member] | ||||||
Fees receivable per month | $ 8,000 | |||||
Letter Agreement [Member] | ||||||
Contractual term | 5 years | |||||
Area of Land | a | 11,000 | |||||
Price per barrel | bbl | 5,000 | |||||
Number of common stock purchased | shares | 2,060,000 | |||||
Share price per share | $ / shares | $ 0.0001 | |||||
Warrant exercise price | $ / shares | $ 0.50 | |||||
Number of warrants in aggregate | shares | 3,260,000 | 3,260,000 | ||||
Exercise price | $ / shares | $ 0.50 | |||||
Share price | $ / shares | $ 0.44 | |||||
Letter Agreement [Member] | Board of Advisors [Member] | ||||||
Number of warrants in aggregate | shares | 1,200,000 | |||||
Exercise price | $ / shares | $ 0.50 | |||||
Warrant [Member] | ||||||
Contractual term | 4 years 3 months 18 days | 5 years | 4 years 7 months 6 days | |||
Common stock purchase warrants and intrinsic value | $ 0 | $ 0 | ||||
Number of warrants in aggregate | shares | 3,260,000 | 5,732,994 | ||||
Warrant [Member] | Letter Agreement [Member] | ||||||
Share-Based Payment Arrangement, Noncash Expense | 72,156 | $ 0 | ||||
Stock option granted, value | $ 1,434,313 | $ 1,314,786 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage on valuation allowance | 100.00% |
Net operating loss carry-forwards | $ 62,980,000 |
Net operating loss carry-forwards subject to expiration | $ 61,045,000 |
Net operating loss carry-forwards, limitation on use | expire from 2028 through 2037 |
Net operating loss carry-forwards not subject to expiration | $ 1,935,000 |
Schedule of Estimated Gain on E
Schedule of Estimated Gain on Exchange and Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Gain On Exchange And Extinguishment Of Liabilities | ||
Gain on exchange and extinguishment of liabilities | $ 124,177 | |
Gain from settlement of litigation (See Note 11) | 23,000 | |
Loss from retirement of convertible note payable (See Notes 3) | (115,805) | |
Total | $ 31,372 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Estimated Valuation Assumptions (Details) | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 09, 2021$ / sharesshares | Oct. 30, 2021$ / sharesshares | Aug. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Contractual term | 4 years 3 months 18 days | |||||
Number of warrants in aggregate | shares | 1,650,000 | 200,000 | ||||
Measurement Input, Price Volatility [Member] | ||||||
Warrants outstanding, measurement input | 367.7 | 369.4 | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants outstanding, measurement input | 1.18 | 0.77 | ||||
Measurement Input, Exercise Price [Member] | ||||||
Exercise price | $ / shares | $ 0.50 | $ 0.50 | ||||
Warrant [Member] | ||||||
Contractual term | 4 years 3 months 18 days | 4 years 7 months 6 days | 5 years | |||
Number of warrants in aggregate | shares | 3,260,000 | 5,732,994 | ||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||
Warrants outstanding, measurement input | 359.3 | 374 | ||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants outstanding, measurement input | 1.08 | 0.92 | ||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||||
Exercise price | $ / shares | $ 0.50 | $ 0.50 |
Schedule of Gain on Extinguishm
Schedule of Gain on Extinguishment of Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gain on extinguishment of liabilities | $ 124,177 | |
Debt Settlement Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total accounts payable and accrued liabilities extinguished | 2,866,497 | |
Less: Principal balance of 3% Convertible Promissory Notes issued | (28,665) | |
Less: Fair value of warrants to purchase common stock issued | (1,605,178) | |
Total gain on extinguishment of liabilities | 1,232,654 | |
Less: Related party amounts reported as a capital contribution | (1,108,477) | |
Gain on extinguishment of liabilities | $ 124,177 |
Schedule of Gain on Extinguis_2
Schedule of Gain on Extinguishment of Liabilities (Details) (Parenthetical) | Mar. 31, 2022 | Mar. 31, 2021 |
Short-Term Debt [Line Items] | ||
Debt instrument interest percentage | 10.00% | |
Convertible Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest percentage | 3.00% | 3.00% |
Gain on Exchange and Extingui_3
Gain on Exchange and Extinguishment of Liabilities (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 | Oct. 30, 2021 | Aug. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument interest rate | 10.00% | |||
Number of warrants in aggregate | 1,650,000 | 200,000 | ||
3% Convertible Promissory Notes Payable [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock per share | $ 0.50 | |||
3% Convertible Promissory Notes Payable [Member] | Related Parties [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Extinguished accounts payable and accrued liabilities | $ 2,577,727 | |||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 25,777 | |||
Debt instrument interest rate | 3.00% | |||
Number of warrants in aggregate | 5,155,454 | |||
Debt Settlement Agreement [Member] | Six Creditors [Member] | 3% Convertible Promissory Notes Payable [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Extinguished accounts payable and accrued liabilities | $ 2,866,497 | |||
Issuance of convertible promissory notes pursuant to debt settlement agreements | $ 28,665 | |||
Debt instrument interest rate | 3.00% | |||
Number of warrants in aggregate | 5,732,994 | |||
Common stock per share | $ 0.50 | |||
Debt instrument, maturity date | Mar. 30, 2026 | |||
Issuance of warrant pursuant to debt | $ 1,605,178 |
Schedule of Assets Retirement O
Schedule of Assets Retirement Obligation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligation at beginning balance | $ 1,730,264 | $ 1,716,003 |
Additions | ||
Accretion expense during the period | 279 | |
Asset retirement obligation at ending balance | $ 1,730,543 | $ 1,716,003 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 01, 2021 | Oct. 31, 2012 | |
Asset Retirement Obligation Disclosure [Abstract] | |||||
Asset retirement obligation | $ 1,716,003 | $ 1,716,003 | $ 1,716,003 | $ 13,425 | $ 45,103 |
Accretion of asset retirement obligation | $ 279 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 09, 2021USD ($)abbl | Feb. 10, 2021USD ($) | Dec. 23, 2020USD ($) | Mar. 20, 2020USD ($) | Dec. 08, 2014USD ($) | Aug. 15, 2014USD ($)shares | Oct. 18, 2013USD ($)shares | Dec. 31, 2013USD ($)shares | Oct. 31, 2012USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Apr. 01, 2021USD ($) |
Loss Contingencies [Line Items] | |||||||||||||
Asset retirement obligations | $ 45,103 | $ 1,716,003 | $ 1,716,003 | $ 1,716,003 | $ 13,425 | ||||||||
Seeking of reclamation costs | 30,000 | ||||||||||||
Estimated liability relating each operating well | $ 45,103 | ||||||||||||
Liability relating to all operating wells, description | Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 Infinity-Texas operated wells | ||||||||||||
Total estimated liability relating to all operating wells | $ 780,000 | ||||||||||||
Payment for investor relations services | $ 14,000 | ||||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | shares | 15,000 | ||||||||||||
Gain from settlement of litigation | 23,000 | ||||||||||||
Cash Acquired in Excess of Payments to Acquire Business | $ 25,000 | ||||||||||||
Deferred Revenue, Revenue Recognized | $ 25,000 | ||||||||||||
Product Liability Accrual, Component Amount | 0 | $ 0 | |||||||||||
Joseph Ryan [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages amount | $ 12,000 | $ 12,000 | |||||||||||
Payment on settlement | $ 10,000 | ||||||||||||
Extinguishment of debt, amount | $ 33,000 | ||||||||||||
Gain from settlement of litigation | $ 23,000 | ||||||||||||
Consulting Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payment for investor relations services | $ 7,000 | ||||||||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | shares | 15,000 | ||||||||||||
USNG Letter Agreement [Member] | Oil and Gas Properties [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Area of Land | a | 11,000 | ||||||||||||
Oil and gas, delivery commitment, quantity committed | bbl | 5,000 | ||||||||||||
Monthly cash fees paid | $ 8,000 | ||||||||||||
Cash Acquired in Excess of Payments to Acquire Business | $ 25,000 | ||||||||||||
Deferred Revenue, Revenue Recognized | $ 25,000 | ||||||||||||
Torrey Hills Capital Inc [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payment for demand | $ 56,000 | ||||||||||||
Number of shares issued during period settlement of final termination agreement | shares | 2,800 | ||||||||||||
Damages amount | $ 79,594 | ||||||||||||
Cambrian Consultants America Inc [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Default judgment granted against the company | $ 96,877 |
Schedule of Series A Convertibl
Schedule of Series A Convertible Preferred Stock Activity (Details) - shares | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | |||
Number of Shares, Issued | 15,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of Shares, Outstanding, Beginning | 22,076 | ||
Number of Shares, Issued | 22,776 | ||
Number of Shares, Converted to common stock | (800) | ||
Number of Shares, Outstanding, Ending | 21,276 | 22,776 |
Stockholder_s Deficit (Details
Stockholder’s Deficit (Details Narrative) - USD ($) | Feb. 11, 2022 | Jan. 04, 2022 | Dec. 07, 2021 | Mar. 26, 2021 | Mar. 16, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 30, 2021 | Oct. 13, 2021 | Oct. 12, 2021 | Aug. 30, 2021 |
Class of Stock [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock conversion basis | Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada | |||||||||||
Preferred stock conversion basis | each outstanding share of the predecessor’s series A convertible preferred stock automatically converted into one share of series A convertible preferred stock, par value $0.0001 per share of AMGAS-Nevada | |||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 75,000,000 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||
Proceeds from issuance of convertible preferred stock | $ 1,929,089 | |||||||||||
Number of warrants in aggregate | 1,650,000 | 200,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 27,778 | 27,778 | 27,778 | |||||||||
Preferred stock liquidation preference | $ 100 | $ 100 | ||||||||||
Preferred stock liquidation preference, value | $ 100 | $ 100 | $ 100 | |||||||||
Preferred stock conversion price | $ 0.32 | |||||||||||
Cumulative dividends | 10.00% | |||||||||||
Proceeds from issuance of convertible preferred stock | $ 1,929,089 | $ 5,000,000 | ||||||||||
Aggregate investment for stock issuance | $ 2,050,000 | |||||||||||
Preferred stock, shares issued | 22,776 | 21,276 | 22,076 | |||||||||
Number of warrants in aggregate | 5,256,410 | |||||||||||
Exercise price | $ 0.39 | |||||||||||
Convertible preferred stock | 7,117,500 | |||||||||||
Dividends, Preferred Stock, Cash | $ 52,861 | $ 3,744 | ||||||||||
Conversion of stock, shares converted | 300 | 500 | ||||||||||
Conversion of stock, shares issued | 93,750 | 156,250 | ||||||||||
Series A Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Ownership interest | 4.99% | |||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Ownership interest | 9.99% | |||||||||||
2021 Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Sep. 02, 2020 | Jul. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 30, 2021 | Oct. 29, 2021 | Aug. 30, 2021 | Jan. 02, 2021 |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt instrument interest percentage | 10.00% | ||||||||||
Number of warrants in aggregate | 1,650,000 | 200,000 | |||||||||
Convertible Promissory Note [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt instrument interest percentage | 3.00% | 8.00% | 8.00% | 3.00% | |||||||
Asset Purchase Agreement [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Acquisition of oil and gas properties | $ 2,050,000 | ||||||||||
Purchase price of asset | $ 900,000 | ||||||||||
Debt Settlement Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 762,407 | ||||||||||
Debt Instrument, Face Amount | $ 7,624 | ||||||||||
Debt instrument interest percentage | 3.00% | ||||||||||
Number of warrants in aggregate | 1,524,814 | ||||||||||
Due to Related Parties | $ 0 | ||||||||||
Debt Settlement Agreement [Member] | Convertible Promissory Note One [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 1,789,208 | ||||||||||
Debt Instrument, Face Amount | $ 17,892 | ||||||||||
Debt instrument interest percentage | 3.00% | ||||||||||
Number of warrants in aggregate | 3,578,416 | ||||||||||
Employee-related Liabilities, Current | 0 | ||||||||||
Debt Settlement Agreement [Member] | Convertible Promissory Note Two [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 26,113 | ||||||||||
Debt Instrument, Face Amount | $ 261 | ||||||||||
Debt instrument interest percentage | 3.00% | ||||||||||
Number of warrants in aggregate | 52,226 | ||||||||||
Due to Related Parties | $ 0 | ||||||||||
Core Energy LLC [Member] | Option Prior to December 31, 2019 [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Non refundable deposits | $ 50,000 | ||||||||||
Acquisition of oil and gas properties | $ 2,500,000 | ||||||||||
Core Energy LLC [Member] | Time Prior to November 1, 2020 [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Acquisition of oil and gas properties | $ 900,000 | ||||||||||
Core Energy LLC [Member] | Time Prior to November 1, 2020 [Member] | Minimum [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Acquisition of oil and gas properties | 2,000,000 | ||||||||||
Core Energy LLC [Member] | Time Prior to November 1, 2020 [Member] | Maximum [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Acquisition of oil and gas properties | $ 10,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 17, 2022USD ($) | May 03, 2022USD ($)a | Apr. 28, 2022shares | Apr. 04, 2022 | Apr. 01, 2022USD ($) | Feb. 11, 2022shares | Jan. 04, 2022shares | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||||||||
Debt interest rate | 10.00% | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion of stock | shares | 300 | 500 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest in joint venture, percentage | 40.00% | |||||||
Offering price, description | The Letter of Engagement anticipates that Univest will receive a gross discount equal to eight percent (8%) of the public offering price on each of the securities being offered. Univest has agreed to negotiate in good faith with other underwriters who, acting severally, could contract to act as an Underwriter in connection with the sale of the securities being offered. Univest will also have the right to re-offer all or any part of the securities being offered to broker- dealers. Univest will be entitled to warrants to purchase common stock representing 5% of the amount of securities sold in the Offering with an exercise price determined to be 110% of the Offering Price | |||||||
Out-of-pocket expenses | $ 150,000 | |||||||
Reimbursement percentage | 1.00% | |||||||
Financed capital contribution | $ 31,875 | |||||||
Non refundable deposit | $ 50,000 | |||||||
Repayment of debt | $ 800,000 | |||||||
Conversion of stock | shares | 203,125 | |||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion of stock | shares | 650 | |||||||
Subsequent Event [Member] | Managing Member [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Finance capital and working capital contribution | $ 400,000 | |||||||
Subsequent Event [Member] | Castelli Energy L L C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership percentage | 70.00% | |||||||
Area of land acquired | a | 10,000 | |||||||
Debt interest rate | 6.00% | |||||||
Subsequent Event [Member] | Castelli Energy L L C [Member] | Managing Member [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt interest rate | 6.00% | |||||||
Subsequent Event [Member] | Operating Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt periodic payment | Pursuant to the terms of the Operating Agreement, each member agreed to pay GMDOC, as its capital contribution, $50,000 in cash per Interest, with the remainder to be financed, in part, by a loan to GMDOC from a bank, secured by GMDOC’s property, in the aggregate amount of $5,400,000, which is to be repaid in 84 equal monthly installments and bears interest at a rate of 6% per annum. | |||||||
Financed capital contribution | $ 50,000 | |||||||
Debt collateral amount | $ 5,400,000 | |||||||
Subsequent Event [Member] | Operating Agreement [Member] | Managing Member [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt periodic payment | The remainder of each member’s capital contribution and initial working capital for GMDOC will be financed, in part, by a loan to GMDOC from a Managing Member, in the aggregate amount of $ | |||||||
Subsequent Event [Member] | Operating Agreement [Member] | G M D O C L L C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership percentage | 60.7143% | |||||||
Aggregate purchase price of acquisition | $ 4,037,500 | |||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount of expected number of share to be issued in offering | $ 10,000,000 | |||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount of expected number of share to be issued in offering | $ 15,000,000 | |||||||
Subsequent Event [Member] | AMGAS JV [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest in joint venture, percentage | 10.00% |