Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Jun. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 955-0532 | |
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 | 22,424,515 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,008 | $ 10,163 |
Accrued receivable | 55,658 | 47,423 |
Prepaid expenses | 9,062 | 12,617 |
Total current assets | 66,728 | 70,203 |
Oil and gas properties and equipment: | ||
Oil and gas properties and equipment | 1,217,016 | 1,217,016 |
Accumulated depreciation, depletion and impairment | (1,131,740) | (1,128,329) |
Property and equipment, net | 85,276 | 88,687 |
Investment in unconsolidated subsidiary – GMDOC, LLC | 1,141,274 | 1,101,461 |
Total assets | 1,293,278 | 1,260,351 |
Current liabilities: | ||
Accounts payable | 1,570,855 | 1,387,893 |
Accrued liabilities | 1,159,403 | 1,159,403 |
Accrued interest - $1,713 and $1,501 to related parties as of March 31, 2023 and December 31, 2022, respectively | 108,785 | 244,038 |
Accrued dividends | 140,065 | 77,124 |
Warrant derivative liability | 209,802 | 577,269 |
Convertible notes payable, net of unamortized discount | 1,266,204 | 1,312,500 |
Total current liabilities | 4,455,114 | 4,758,227 |
Asset retirement obligations | 1,733,704 | 1,732,486 |
Convertible promissory notes, net of unamortized discount - related parties | 28,665 | 28,665 |
Total liabilities | 6,217,483 | 6,519,378 |
Commitments and contingencies (Note 12) | ||
Stockholders’ deficit: | ||
Preferred stock; par value $0.0001 per share, 10,000,000 shares authorized; Series A Convertible Preferred Stock – 27,778 shares authorized with stated/liquidation value of $100 per share, 25,526 and 25,526 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Common Stock, par value $0.0001 per share, 500,000,000 shares authorized, 22,424,515 shares issued and outstanding at March 31, 2023 and 21,924,515 shares issued and outstanding at December 31, 2022 | 2,242 | 2,192 |
Additional paid-in capital | 117,602,298 | 117,369,198 |
Accumulated deficit | (122,528,748) | (122,630,420) |
Total stockholders’ deficit | (4,924,205) | (5,259,027) |
Total liabilities and stockholders’ deficit | $ 1,293,278 | $ 1,260,351 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 22,424,515 | 21,924,515 |
Common stock, shares outstanding | 22,424,515 | 21,924,515 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 27,778 | 27,778 |
Preferred stock liquidation preference, per share value | $ 100 | $ 100 |
Preferred stock, shares issued | 25,526 | 25,526 |
Preferred stock, shares outstanding | 25,526 | 25,526 |
Related Party [Member] | ||
Accrued liabilities due to related party | $ 1,713 | $ 1,501 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 8,924 | $ 25,305 |
Operating expenses: | ||
Oil and gas lease operating expense | 29,605 | 86,536 |
Depreciation, depletion and impairment | 3,411 | 30,834 |
Accretion of asset retirement obligation | 1,218 | 279 |
Oil and gas production related taxes | 28 | |
Other general and administrative expenses | 411,848 | 368,706 |
Total operating expenses | 446,082 | 486,383 |
Operating loss | (437,158) | (461,078) |
Other income (expense): | ||
Equity in earnings of unconsolidated subsidiary – GMDOC, LLC | 39,813 | |
Interest expense | (37,412) | (93,556) |
Gain on extinguishment of convertible notes payable | 168,962 | |
Change in warrant derivative fair value | 367,467 | |
Total other income (expense) | 538,830 | (93,556) |
Income (loss) before income taxes | 101,672 | (554,634) |
Income tax (expense) benefit | ||
Net income (loss) | 101,672 | (554,634) |
Convertible preferred stock dividends | (62,941) | (52,861) |
Net income (loss) attributable to common stockholders | $ 38,731 | $ (607,495) |
Basic and diluted net loss per share: | ||
Basic | $ 0 | $ (0.03) |
Diluted | $ 0 | $ (0.03) |
Weighted average shares outstanding – basic | 22,357,099 | 19,213,560 |
Weighted average shares outstanding – diluted | 22,357,099 | 19,213,560 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 2 | $ 1,901 | $ 115,522,952 | $ (118,690,345) | $ (3,165,490) |
Balance, shares at Dec. 31, 2021 | 22,076 | 19,012,015 | |||
Stock-based compensation | 229,906 | 229,906 | |||
Issuance of common stock pursuant to conversion of convertible preferred stock | $ 25 | (25) | |||
Issuance of common stock pursuant to conversion of convertible preferred stock, shares | (800) | 250,000 | |||
Accrual of preferred stock dividends | (52,861) | (52,861) | |||
Net income(loss) | (554,634) | (554,634) | |||
Balance at Mar. 31, 2022 | $ 2 | $ 1,926 | 115,699,972 | (119,244,979) | (3,543,079) |
Balance, shares at Mar. 31, 2022 | 21,276 | 19,262,015 | |||
Balance at Dec. 31, 2022 | $ 3 | $ 2,192 | 117,369,198 | (122,630,420) | (5,259,027) |
Balance, shares at Dec. 31, 2022 | 25,526 | 21,924,515 | |||
Stock-based compensation | 246,091 | 246,091 | |||
Accrual of preferred stock dividends | (62,941) | (62,941) | |||
Net income(loss) | 101,672 | 101,672 | |||
Issuance of common stock upon conversion convertible notes payable and accrued interest | $ 50 | 49,950 | 50,000 | ||
Issuance of common stock upon conversion convertible notes payable and accrued interest, shares | 500,000 | ||||
Balance at Mar. 31, 2023 | $ 3 | $ 2,242 | $ 117,602,298 | $ (122,528,748) | $ (4,924,205) |
Balance, shares at Mar. 31, 2023 | 25,526 | 22,424,515 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 101,672 | $ (554,634) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity in earnings of unconsolidated subsidiary – GMDOC, LLC | (39,813) | |
Change in fair value of derivative liability | (367,467) | |
Stock-based compensation | 246,091 | 229,906 |
Gain on extinguishment of convertible notes payable | (168,962) | |
Depreciation, depletion and amortization | 3,411 | 30,834 |
Accretion of asset retirement obligations | 1,218 | 279 |
Amortization of discount on convertible notes payable | 80,667 | |
Change in operating assets and liabilities: | ||
Increase in accounts receivable | (8,235) | (3,799) |
Decrease in prepaid expenses | 3,555 | 3,500 |
Increase in accounts payable | 182,962 | 162,826 |
Increase in accrued interest | 37,413 | 210 |
Net cash used in operating activities | (8,155) | (50,211) |
Cash flows from investing activities: | ||
Investment in 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) | |
Net cash provided by financing activities | (52,861) | |
Net decrease in cash and cash equivalents | (8,155) | (112,206) |
Cash and cash equivalents: | ||
Beginning | 10,163 | 260,590 |
Ending | 2,008 | 148,384 |
Supplemental cash flow information: | ||
Cash paid for interest | 12,679 | |
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrual of dividends on Series A Convertible Preferred Stock | 62,941 | |
Issuance of common stock upon conversion of convertible notes payable and accrued interest | 50,000 | |
Conversion of Series A Convertible Preferred Stock to Common Stock | $ 25 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Information American Noble Gas, Inc. has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the remainder of 2023 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 for the year ended December 31, 2022, filed with the SEC. Nature of Operations The Company has assessed various opportunities and strategic alternatives involving the acquisition, exploration and development of oil and gas oil producing properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, we are now involved with the following oil and gas producing properties: Central Kansas Uplift 900,000 11,000 We commenced rework of the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties’ existing oil and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. During the year ended December 31, 2022, the Company changed its strategy regarding the Central Kansas Uplift considering the reduced net cash flows from the sale of crude oil production. The reduction in net cash flows was attributable to lower spot crude oil prices during 2022 compared to 2021 and higher than anticipated operating costs related to the operation of the horizontal wells on the Properties. The Company has shut down the horizontal production wells as of March 31, 2023 and December 31, 2022 and is considering the deepening of the conventional wells on the property to explore for helium and other noble gases that may be present in deeper producing zones. Accordingly, the Company has recorded an impairment charge of $ 712,812 Hugoton Gas Field Farm-Out The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton JV plans to target brine minerals with commercial quantities of bromine and iodine. The Company through the Hugoton JV is currently developing proprietary technology to recover brine minerals, particularly with respect to bromine, which is well underway and has demonstrated recovery efficiency and is expected to be available for use in existing and future development wells. The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production and sales of natural gas, natural gas liquids and helium on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas and helium to determine its plan for additional wells on the farmout. The Company performed the ceiling test to assess potential impairment of the capitalized costs relative to its Hugoton Gas Field Project. The ceiling test indicated an impairment charge of $ 192,762 was required to reduce the total capitalized costs to $ 88,687 as of December 31, 2022. Accordingly, the Company has recorded an impairment charge of $ 192,762 to reduce the capitalized tangible and intangible costs related to its Hugoton Gas Field properties to $ 88,687 as of December 31, 2022. The Company recorded an addition to depreciation and amortization expense of $ 3,411 Investment in GMDOC, LLC 60.7143 4,037,500 The Company paid the cash contribution for the membership interests of $ 850,000 , during May 2022. The remainder of the Company’s capital contribution, or $ 3,187,500 , was financed by the Bank Loan (as defined below). GMDOC had previously acquired 70 10,000 GMDOC is managed by two members: Darrah Oil Company, LLC, and Grand Mesa Operating Company, (collectively the “Managing Members”), which also serve as the operating companies under the GMDOC Leases. Going Concern The Company has incurred losses from operations, has a 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, 2023 and as of and for the years ended December 31, 2022 and 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund (i) the development of the Properties acquired on April 1, 2021; (ii) our obligations for exploration and development under the Hugoton Farmout Agreement; (iii) normal day-to-day operations and corporate overhead; and (iv) outstanding debt and other financial obligations as they become due, as described below. Most of the Company’s outstanding debt and other financial obligations are currently past due and the Company must negotiate forbearance and/or restructuring agreements with the holders of such debt. These are substantial operational and financial issues that must be successfully addressed during 2023 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations and acquiring oil and gas producing properties to deploy its new operational strategy during the period through March 31, 2023. The Company will have significant financial commitments executing its planned exploration and development of the Properties and the Hugoton Gas Field. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil and natural gas however the Company expects to begin generating more substantial revenues from the sale of 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. Cash and Cash Equivalents For purposes of reporting cash flows, cash consists of cash on hand and demand deposits with financial institutions. The Company’s policy is that all highly liquid investments with an original maturity of three months or less when purchased would be cash equivalents and would be included along with cash as cash and equivalents. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 250,000 0 0 Convertible Instruments In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” The Company early adopted ASU 2020-06 effective January 1, 2021 and applied ASU 2020-06 to all outstanding financial instruments as of January 1, 2021. 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. Derivative Instruments The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of March 31, 2023 and December 31, 2022 and during the periods then ended, the Company had no oil and natural gas derivative arrangements outstanding. As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Notes 4 and 11), those warrants were required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations. Fair Value of Financial Instruments The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts. In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities. ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value. The estimated fair value of warrant derivative liabilities, which are related to detachable warrants issued in connection with the Series A Convertible Preferred Stock, par value $ 0.001 0.001 The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 209,802 $ 209,802 $ — $ — $ 209,802 $ 209,802 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 577,269 $ 577,269 $ — $ — $ 577,269 $ 577,269 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the three months ended March 31, 2023 and 2022. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; asset retirement obligations, our control over equity method investments, fair value of equity compensation; warrants issued in connection with convertible debt; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. Oil and gas properties Central Kansas Uplift Properties 900,000 The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool through December 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, 2023. Hugoton Gas Field Farm-Out The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas and helium to determine its plan for additional wells on the farmout. Full Cost Accounting The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, were zero as of March 31, 2023 and December 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. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest. Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves. Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. The trailing twelve-month reference price was $ 94.14 per barrel for the West Texas Intermediate oil at Cushing, Oklahoma through December 31, 2022. 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. We recognized an impairment charge of $ 905,574 as of December 31, 2022 which is attributable to changing our strategy to exploring for noble gases and away from crude oil production at our Central Kansas Uplift properties which resulted in a large decrease in estimated future cash flows. The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. Equity Method Investments The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in our Statements of Operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to its initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. During April 2021, the Company acquired the Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future; however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary. As of December 31, 2012, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100 734,897 981,106 Income Taxes The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between financial accounting bases and tax bases of assets and liabilities. The tax benefits of tax loss carryforwards and other deferred taxes are recorded as an asset to the extent that management assesses the utilization of such assets to be more likely than not. Management routinely assesses the realizability of the Company’s deferred income tax assets, and a valuation allowance is recognized if it is determined that deferred income tax assets may not be fully utilized in future periods. Management considers future taxable earnings in making such assessments. Numerous judgments and assumptions are inherent in the determination of future taxable earnings, including such factors as future operating conditions. When the future utilization of some portion of the deferred tax asset is determined not to be more likely than not, a valuation allowance is provided to reduce the recorded deferred tax asset. When the Company can project that a portion of the deferred tax asset can be realized through application of a portion of tax loss carryforward, the Company will record that utilization as a deferred tax benefit and recognize a deferred tax asset in the same amount. There can be no assurance that facts and circumstances will not materially change and require the Company to adjust its deferred income tax asset valuation allowance in a future period. The Company recognized a deferred tax asset, net of valuation allowance, of $- 0 The Company is potentially subject to taxation in many jurisdictions, and the calculation of income tax liabilities (if any) involves dealing with uncertainties in the application of complex income tax laws and regulations in various taxing jurisdictions. It recognizes certain income tax positions that meet a more-likely-than not recognition threshold. If the Company ultimately determines that the payment of these liabilities will be unnecessary, it will reverse the liability and recognize an income tax benefit. No Stock-based compensation The Company applies ASC 718, Stock Compensation Related Party Transactions The Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances and similar items in the ordinary course of business. Disclosure of related party transactions include: 1) the nature of the relationships involved, 2) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements, 3) the dollar amounts of the transactions for each periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period, and 4) amounts due from or to related parties as of the date of each balance sheet presented and if not otherwise apparent,5) the terms of settlement. Basic and Diluted Income (Loss) Per Shar Net income (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the if-converted/treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase shares of Common Stock at the average market price during the period. The Company has outstanding convertible notes payable and Series A Convertible Preferred Stock both of which are potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. During the three months ended March 31, 2023 and 2022, the Company had outstanding the following securities that were potentially dilutive: i) Series A Convertible Preferred Stock, ii) various convertible notes payable, iii) warrants to purchase Common Stock and iv) options to purchase Common Stock. All potentially dilutive securities were considered for inclusion or exclusion from the calculation of diluted income (loss) per share for the three months ended March 31, 2023 and 2022. Any potentially dilutive security that were considered anti-dilutive were excluded from the net income (lo |
Oil and Gas Properties and Equi
Oil and Gas Properties and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Extractive Industries [Abstract] | |
Oil and Gas Properties and Equipment | Note 2 – Oil and Gas Properties and Equipment Oil and gas properties and equipment is comprised of the following at March 31, 2023 and December 31, 2022: Schedule of Oil and Gas Properties and Equipment March 31, 2023 December 31, 2022 Central Kansas Uplift - Oil and gas production equipment $ 913,425 $ 913,425 Hugoton Gas Field - Oil and gas production equipment 96,831 96,831 Central Kansas Uplift – Leasehold costs 15,225 15,225 Hugoton Gas Field – Leasehold costs 191,535 191,535 Subtotal 1,217,016 1,217,016 Less: Accumulated impairment (905,574 ) (905,574 ) Less: Accumulated depreciation, depletion and amortization (226,166 ) (222,755 ) Oil and gas properties and equipment, net $ 85,276 $ 88,687 |
Investment in unconsolidated su
Investment in unconsolidated subsidiary – GMDOC | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investment in unconsolidated subsidiary – GMDOC | Note 3 – Investment in unconsolidated subsidiary – GMDOC A summary of the Company’s investment in unconsolidated subsidiary-GMDOC during the three months ended March 31, 2023 follows: Schedule of Investment Unconsolidated Subsidiary Three months ended March 31, 2023 Investment in unconsolidated subsidiary-GMDOC, $ 1,101,461 Investment in unconsolidated subsidiary-GMDOC $ 1,101,461 Equity in earnings of GMDOC 39,813 Distributions during period — Impairment charges — Investment in unconsolidated subsidiary-GMDOC at March 31, 2023 $ 1,141,274 Investment in unconsolidated subsidiary-GMDOC $ 1,141,274 The following table presents summarized balance sheet financial information of the Company’s unconsolidated subsidiary – GMDOC as of March 31, 2023: Schedule of Unconsolidated Subsidairy Balance Sheet Financial Information March 31, 2023 Assets: Cash $ 215,466 Accrued revenue & prepaid expenses 275,493 Oil and gas properties and equipment, net 7,218,801 Total assets $ 7,709,760 Liabilities and Member’s Equity: Accounts payable and accrued liabilities $ 124,314 General managing members advances 150,000 Mortgage note payable, net 4,656,429 Asset Retirement Obligations 899,271 Member’s equity 1,879,746 Total liabilities and member’s equity $ 7,709,760 The following table presents summarized income statement financial information of the Company’s unconsolidated subsidiary – GMDOC for the three months ended March 31, 2023: Schedule of Unconsolidated Subsidiary Financial Information Three months ended March 31, 2023 Oil and gas revenues $ 630,215 Lease operating expenses (308,092 ) Production related taxes (15,890 ) Ad valorem taxes (10,755 ) Depreciation expense (134,206 ) Accretion of asset retirement obligation (16,940 ) General and administrative expenses (6,682 ) Interest expense (72,075 ) Net income 65,575 AMGAS member’s percentage 60.7143 % Equity in earnings of unconsolidated subsidiary – GMDOC for the three months ended March 31, 2023 $ 39,813 Equity in earnings of unconsolidated subsidiary – GMDOC $ 39,813 The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee, GMDOC. Management’s judgment regarding its level of influence over the operations of GMDOC included considering key factors such as the Company’s ownership interest, legal form of the investee, its’ lack of participation in policy-making decisions and its’ lack of control over the day-to-day operations of GMDOC. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 4 – Debt Obligations Debt obligations were comprised of the following at March 31, 2023 and December 31, 2022: Schedule of Debt Outstanding March 31, 2023 December 31, 2022 Notes payable: 3 March 30, 2026 $ 28,665 $ 28,665 8 September 30, 2023 500,000 500,000 8 October 29, 2022 100,000 100,000 8 October 29, 2022 50,000 50000 8 September 15, 2022 350,000 350,000 8 September 30, 2023 266,204 312,500 Total notes payable 1,294,869 1,341,165 Less: Long-term portion 28,665 28,665 Notes payable, short-term $ 1,266,204 $ 1,312,500 Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2023 $ 1,266,204 2024 — 2025 — 2026 28,665 2027 — 2028 — Total $ 1,294,204 3% Convertible Notes Payable due March 30, 2026 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 8% Convertible Notes Payable due September 30, 2023 On October 29, 2021, the Company issued to two accredited investors (the “October 8% Note Investors”) unsecured convertible notes payable due October 29, 2022 500,000 1,000,000 0.50 1,500,000 0.50 500,000 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 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 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 October 8% Note Investor The conversion of the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that 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 October 8% Note Investors have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing The Company did not pay the principal balance due on the October 8% Notes upon their original maturity on October 29, 2022 and the remaining balance remained due and payable and was therefore in technical default as of December 31, 2022. The Company reached an agreement with the two October 8% Note Investors on January 10, 2023. On January 10, 2023, the Company and the October 8% Note Holders amended each of the notes by entering into a Letter Agreement between the October 8% Note Investors and the Company. The Letter Agreement modifies the terms of the October 8% Notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $ 0.10 The Company evaluated the terms of the January 10, 2023 Letter Agreement which amended the October 8% Notes. This evaluation included analyzing whether there are significant and consequential changes to the economic substance of the October 8% Notes based on an analysis of the amended future cash flows. If the change was deemed insignificant (generally less than 10% difference in estimated net present value of future cash flows between the amended notes and the original notes) then the change is considered a debt modification in the financial statements, whereas if the change is considered substantial (generally over 10% difference in estimated net present value of future cash flows between the amended notes and the original notes) then the change is reflected as a debt extinguishment in the financial statements. A modification or an exchange that changes the substantive conversion option as of the conversion date would generally be considered substantial and require extinguishment accounting. The amendment of the Fixed Conversion Price to $ 0.10 0.50 Following is an analysis of estimated net present value of future cash flows of the amended notes as compared to the original notes as of January 10, 2023, the date of the amendment: Schedule of Convertible Debt As of January 10, 2023 Carrying value of the original convertible notes payable Principal balance $ 500,000 Accrued interest 120,753 Total carrying value of original convertible note payable 620,753 Less: Net present value of future cash flows on amended convertible notes payable (516,776 ) Gain on extinguishment of convertible notes payable $ 103,977 The difference between estimated net present value of future cash flows of the amended notes as compared to the original notes as of January 10, 2023, the date of the amendment exceeded 10%. As a result, the Company recorded a gain on extinguishment of convertible notes payable totaling $ 103,977 during the three months ended March 31, 2023. 8% Convertible Notes Payable due October 29, 2022 (in default) On August 30, 2021, the Company issued to an accredited investor (the “8% Note Investor”) an unsecured convertible note due October 29, 2022 100,000 200,000 0.50 200,000 0.50 100,000 The 8% Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and one-hundred percent (100%) of the underlying notes plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Note, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investor The conversion of the 8% Note and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor 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 have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing The underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors and customary indemnification rights and obligations of the parties thereto, as applicable. On May 5, 2023, the Company reached an agreement with the holder of two separate convertible notes payable in the aggregate principal face amount of approximately $ 450,000 100,000 0.50 0.40 The Company has accrued default interest aggregating $ 23,471 21,335 8% Convertible Notes Payable due October 29, 2022 (in default) On October 29, 2021, the Company issued to an accredited investor (the “Second 8% Note Investor”) an unsecured convertible note payable due October 29, 2022 (the “Second 8% Notes”), with an aggregate principal face amount of approximately $ 50,000 100,000 0.50 150,000 0.50 50,000 The Second 8% Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the Second 8% Note 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 Second 8% Note, 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 Second 8% Note Investor The conversion of the Second 8% Note and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor may not convert the underlying notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the investors being the beneficial owner in excess of 4.99% (or, upon election of the investors, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company The Company, the Second 8% Note Investor have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing The underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors and customary indemnification rights and obligations of the parties thereto, as applicable. The Company has accrued default interest aggregating $ 11,736 10,668 8% Convertible Notes Payable due September 15, 2022 (in default) On June 8, 2022, the Company issued to an accredited investor an unsecured convertible note due September 15, 2022 (the “June 2022 Note”), with an aggregate principal face amount of $ 350,000 700,000 0.50 700,000 0.50 350,000 The June 2022 Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to the remaining principal amount of the underlying note and any accrued and unpaid interest. The underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors and customary indemnification rights and obligations of the parties thereto, as applicable. On May 5, 2023, the Company reached an agreement with the holder of two separate convertible notes payable in the aggregate principal face amount of approximately $ 450,000 0.50 0.40 The Company has accrued default interest aggregating $ 15,112 8,208 8% Convertible Notes Payable due September 30, 2023 (the “May 22 Notes”) The Company entered into a securities purchase agreement with two accredited investors for the Company’s 8% convertible notes payable due June 29, 2022 850,000 2,125,000 0.40 425,000 850,000 The May 2022 Notes bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the then outstanding principal amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 but not greater than $3,000,000; or b) one hundred percent (100%) of the then outstanding principal amount equal to 120% of the principal amount of a May 2022 Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of in excess of $3,000,000. In addition, pursuant to the May 2022 Notes, so long as such May 2022 Notes remain outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the $0.40 per share conversion price, subject to certain adjustments, without the written consent of the investors The conversion of the May 2022 Notes are each subject to beneficial ownership limitations such that the investors may not convert the May 2022 Notes to the extent that such conversion or exercise would result in an investor being the beneficial owner in excess of 4.99% (or, upon election of the Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company Pursuant to the purchase agreement for the Securities, for a period of twelve (12) months after the closing date, the investors have a right to participate in any issuance of the Company’s Common Stock, Common Stock equivalents, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the subsequent financing The Company also entered into that certain registration rights side letter, pursuant to which, in the event the Company’s shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date, and, thereafter, the Company agreed to file a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock underlying the May 2022 Notes in the event that such notes are not repaid prior to such 120-day period. The Company paid half of the May 2022 Notes principal balance upon its maturity on June 29, 2022 and an additional $ 112,500 The Company and the two May 2022 Note Holders reached an agreement on January 10, 2023. On January 10, 2023, the Company amended each of those notes by entering into a Letter Agreement between the investors and the Company. The Letter Agreement modifies the terms of the May 2022 Notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes. The Company evaluated the terms of the January 10, 2023 Letter Agreement which amended the May 2022 Notes. This evaluation included analyzing whether there are significant and consequential changes to the economic substance of the May 2022 Notes based on an analysis of the amended future cash flows. If the change was deemed insignificant (generally less than 10% difference in estimated future cash flows between the amended notes and the original notes) then the change is considered a debt modification in the financial statements, whereas if the change is considered substantial (generally over 10% difference in estimated net present value of future cash flows between the amended notes and the original notes) then the change is reflected as a debt extinguishment in the financial statements. A modification or an exchange that changes the substantive conversion option as of the conversion date would generally be considered substantial and require extinguishment accounting. The amendment of the Fixed Conversion Price to $ 0.10 0.50 Following is an analysis of estimated net present value of future cash flows of the amended notes as compared to the original notes as of January 10, 2023, the date of the amendment: Schedule of Future Cash Flow As of January 10, 2023 Carrying value of the original convertible notes payable Principal balance $ 312,500 Accrued interest 75,471 Total carrying value of original convertible note payable 387,971 Less: Net present value of future cash flows on amended convertible notes payable (322,986 ) Gain on extinguishment of convertible notes payable $ 64,985 The difference between estimated net present value of future cash flows of the amended notes as compared to the original notes as of January 10, 2023, the date of the amendment exceeded 10%. As a result, the Company recorded a gain on extinguishment of convertible notes payable totaling $ 64,985 during the three months ended March 31, 2023. On January 13, 2023, one of the May 22 Note holders exercised its right to convert $ 46,296 3,704 500,000 266,204 312,500 |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Note 5 – Accrued liabilities Accrued liabilities consisted of the following at March 31, 2023 and December 31, 2022: Schedule of Accrued Liabilities March 31, 2023 December 31, 2022 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. From 2009 to 2020, the Company had pursued the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks in offshore Nicaragua in the Caribbean Sea (the “Concessions”), which contain a total of approximately 1.4 |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 6 – Stock Options Total stock-based compensation is comprised of the following for the three months ended March 31, 2023 and 2022: Schedule of Stock-Based Compensation Three Months ended 2023 2022 Stock-based compensation – stock option grants $ — $ 76,500 Stock-based compensation – restricted stock grants 174,375 81,250 Stock-based compensation – warrants issued for services pursuant to USNG Letter Agreement (defined below) 71,716 72,156 Total stock-based compensation $ 246,091 $ 229,906 The Company applies ASC 718, Stock Compensation At the Company’s Annual Meeting of Stockholders held on September 25, 2015, the stockholders approved the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”) and the Company reserved 500,000 5,000,000 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, 2023, 5,500,000 The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility and expected dividends. These estimates involve inherent uncertainties and the application of management judgment. For purposes of estimating the expected term of options granted, the Company aggregates option recipients into groups that have similar option exercise behavioral traits. Expected volatilities used in the valuation model are based on the expected volatility based on historical volatility. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s forfeiture rate assumption used in determining its stock-based compensation expense is estimated based on historical data. The actual forfeiture rate could differ from these estimates. Stock option grants The following table summarizes stock option activity for the three months ended March 31, 2023 and 2022: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Value Outstanding 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 $ — Outstanding at December 31, 2022 1,442,000 $ 2.38 7.96 $ — Granted — — Exercised — — Forfeited — — Outstanding at March 31, 2023 1,442,000 $ 2.38 7.71 $ — Outstanding and exercisable at March 31, 2023 1,442,000 $ 2.38 7.71 $ — 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, 2023: Summary of Exercise price and Weighted Average Remaining Contractual Life Outstanding options Exercisable options Exercise price per share Number of options Weighted average Number of options Weighted average $ 0.50 1,350,000 8.18 1,350,000 8.18 $ 30.00 92,000 0.79 92,000 0.79 Total 1,442,000 7.71 1,442,000 7.71 There were no stock options granted during the three months ended March 31, 2023 and 2022. The Company recorded stock-based compensation expense in connection with the vesting of stock options granted aggregating $- 0 76,500 The intrinsic value as of March 31, 2023 and December 31, 2022 related to the vested and unvested stock options as of that date was $- 0 no Restricted stock grants. During May 2022, the Board of Directors granted 1,550,000 5,000,000 A summary of all restricted stock activity under the equity compensation plans for the three months ended March 31, 2023 and 2022 is as follows: Schedule of Restricted Stock Unit Activity Number of restricted shares Weighted average grant date fair value 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 Nonvested balance, December 31, 2022 387,500 $ 0.45 Granted — — Vested (387,500 ) (0.45 ) Forfeited — — Nonvested balance, March 31, 2023 — $ — The Company recorded stock-based compensation expense in connection with the issuance/vesting of restricted stock grants aggregating $ 174,375 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, 2023, there were $- 0 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 7 – Warrants The following table summarizes warrant activity for the three months ended March 31, 2023 and 2022: Summary of Warrant Activity Number of Warrants Weighted Average Exercise Price Per Share 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 Outstanding and exercisable at December 31, 2022 20,430,783 $ 0.45 Forfeited/expired — — Outstanding and exercisable at March 31, 2023 20,430,783 $ 0.45 The weighted average term of all outstanding Common Stock purchase warrants was 3.5 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, 2023: Summary of Warrant range of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding and exercisable warrants Exercise price per share Number of warrants Weighted average remaining contractual life $ 0.30 2,149,999 4.8 $ 0.39 5,256,410 3.5 $ 0.50 13,024,374 3.3 Total 20,430,783 3.5 Warrants issued pursuant to USNG Letter Agreement On November 9, 2021, the Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG provides consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired 11,000 The USNG Letter Agreement also provides that USNG will supply a large vessel designed for flows up to 5,000 The USNG Letter Agreement requires the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts involved in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions. Pursuant to the USNG Letter Agreement, the Company will pay USNG a monthly cash fee equal to $ 8,000 25,000 25,000 The USNG Letter Agreement has an initial term of 5 In consideration for the consulting services to be rendered and pursuant to the terms of the USNG Letter Agreement, the Company issued warrants to purchase, in the aggregate, 2,060,000 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 are the assumptions used in calculating the estimated grant-date fair value of the warrants issued pursuant to the USNG Letter Agreement granted on November 9, 2021: Schedule of Warrant Valuation Assumption As of November 9, 2021 (issuance date) Volatility – range 359.3 % Risk-free rate 1.08 % Expected term 5.0 Exercise price $ 0.50 Number of warrants in aggregate 3,260,000 The Company recognized $ 71,716 72,156 3,260,000 no The total grant date fair value of the 3,260,000 1,434,313 0.44 3,260,000 1,027,923 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022. The Company has incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at March 31, 2023. 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 $ 64,710,000 61,045,000 1,935,000 In addition, the Tax Cuts and Jobs Act limits the usage of net operating loss carryforwards to 80% of taxable income per year The Company has 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 Extinguishment of Conve
Gain on Extinguishment of Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Gain On Extinguishment Of Convertible Notes Payable | |
Gain on Extinguishment of Convertible Notes Payable | Note 9 – Gain on Extinguishment of Convertible Notes Payable During the three months ended March 31, 2023 and 2022, the Company recorded gains on the extinguishment of convertible notes payable through negotiation and settlements with certain creditors as follows: Schedule of Estimated Gain on Exchange and Extinguishment of Debt Three months ended March 31, 2023 2022 Gain on extinguishment of convertible notes payable: Gain on extinguishment of convertible notes payable – $ 103,977 $ — Gain on extinguishment of convertible notes payable – 64,985 — Total gain on extinguishment of convertible notes payable $ 168,962 $ — |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Schedule of Assets Retirement Obligation Amount 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 Asset retirement obligation at December 31, 2022 $ 1,732,486 Additions — Accretion expense during the period 1,218 Asset retirement obligation at March 31, 2023 $ 1,733,704 Approximately $ 1,716,003 1,733,704 1,732,486 |
Warrant Derivative Liability
Warrant Derivative Liability | 3 Months Ended |
Mar. 31, 2023 | |
Warrant Derivative Liability | |
Warrant Derivative Liability | Note 11 – Warrant Derivative Liability The estimated fair value of the Company’s derivative liabilities, all of which were related to the detachable warrants issued in connection with Series A Convertible Preferred Stock, 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 issuance of certain Series A Convertible Preferred Stock (See Note 13 - March 2021 Issuance) contained a provision allowing the holder to require cash settlement in certain situations were fundamental transaction, as defined in the warrant agreements have occurred. An event occurred on December 31, 2022 that activated the Holder’s ability to utilize such provisions therefore the related derivative liability was recognized on December 31, 2022 and also at March 31, 2023. The following is a summary of the assumptions used in calculating estimated fair value of such derivative liabilities as of the March 31, 2023 and December 31, 2022: Summary of Warrant Valuation Assumption As of March 31, 2023 As of December 31, 2022 Volatility – range 347.7 % 342.2 % Risk-free rate 3.58 % 3.99 % Contractual term 3.49 3.74 Exercise price $ 0.39 $ 0.39 Number of warrants in aggregate 5,256,410 5,256,410 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 Derivative Financial Instruments Amount Balance at December 31, 2021 $ — Unrealized derivative gains included in other income/expense for the period — Balance at March 31, 2022 $ — Balance at December 31, 2022 $ 577,269 Unrealized derivative gains included in other income/expense for the period (367,467 ) Balance at March 31, 2023 $ 209,802 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Lack of Compliance with Law Regarding Domestic Properties The Company was not in compliance with then existing federal, state and local laws, rules and regulations for domestic oil and gas properties owned and disposed of in 2012 and in years prior to 2012 and could have a material or significantly adverse effect upon the liquidity, capital expenditures, earnings or competitive position of the Company. All domestic oil and gas properties held by Infinity-Wyoming and Infinity-Texas were disposed of in 2012 and in years prior to 2012; however, the Company may remain liable for certain asset retirement costs should the new owners not complete their obligations. Management believes the total asset retirement obligations recorded for these prior matters of $ 1,716,003 USNG Letter Agreement commitment Pursuant to the USNG Letter Agreement (see Note 7), the Company will pay USNG a monthly cash fee equal to $ 8,000 25,000 25,000 The USNG Letter Agreement has an initial term of 5 Litigation The Company is subject to various claims and legal actions in which vendors are claiming breach of contract due to the Company’s failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements. The Company is currently involved in litigation as follows: ● In October 2012, the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $ 30,000 45,103 Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the Company’s officers have potential liability regarding the above matter, and the Company’s officers are held personally harmless by indemnification provisions of the Company. Therefore, to the extent they might actually occur, these liabilities are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $ 780,000 45,103 ● Cambrian Consultants America, Inc. (“Cambrian”) filed an action in the District Court of Harris County, Texas, number CV2014-55719, on September 26, 2014 against the Company resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Nicaraguan Concessions. Cambrian provided these services pursuant to a Master Consulting Agreement with the Company, dated November 20, 2013, and has claimed breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $ 96,877 ● Torrey Hills Capital, Inc. (“Torrey”) notified the Company by letter, dated August 15, 2014, of its demand for the payment of $ 56,000 7,000 15,000 14,000 15,000 2,800 79,594 |
Stockholder_s Deficit
Stockholder’s Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholder’s Deficit | Note 13 – Stockholder’s Deficit Conversion of 8% Convertible Notes Payable to Common Stock. On January 13, 2023, a holder of 8% Convertible Notes Payable exercised its right to convert $ 46,296 3,704 500,000 Series A Convertible Preferred Stock As of March 31, 2023 and December 31, 2022, the Company is authorized to issue up to 10,000,000 0.0001 The following summarizes the activity in Series A Convertible Preferred Stock for the three months ended March 31, 2023 and 2022: Schedule of Series A Convertible Preferred Stock Activity Number of Shares Outstanding at December 31, 2021 22,076 Issued — Converted to Common Stock (800 ) Outstanding at March 31, 2022 21,276 Outstanding at December 31, 2022 25,526 Issued — Converted to Common Stock — Outstanding at March 31, 2023 25,526 On March 16, 2021, the Company approved and filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“COD”) with the Secretary of State of the State of Delaware. The COD provides for the issuance of up to 27,778 100 100 0.32 5,000,000 March 2021 Issuance - 2,050,000 22,776 100 5.5 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 shares of Common Stock underlying the warrants. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90 th The holders of the March 2021 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its March 2021 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company The Company has accrued preferred dividends totaling $ 47,037 52,861 91,842 44,805 The holders of March 2021 Series A Convertible Preferred Stock did not exercise their rights to convert any of the March 2021 Series A Convertible Preferred Stock into shares of Common Stock during the three months ended March 31, 2023. The holders exercised their rights to convert a total of 800 250,000 On March 26, 2021, Ozark Capital, LLC (“Ozark”) acquired 1,111 347,188 256,410 0.50 100,000 10 2,739 2,740 5,540 2,800 All holders of the March 2021 Series A Convertible Preferred Stock, including Ozark, have agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days’ advance notice to the Company June 2022 Issuance - 500,000 5,000 100 5.5 1,666,667 0.30 1,562,500 500,000 The Company also entered into that certain registration rights agreement, pursuant to which the Company agreed to file a registration statement within forty-five (45) days following the closing of the of the June 2022 Series A Preferred Stock, which occurred on June 15, 2022, to register the shares of Common Stock underlying the warrants. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90 th The holder of the June 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its June 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company The Company has accrued preferred dividends totaling $ 12,329 0 39,589 27,260 August/September 2022 Issuances – 145,000 1,450 100 5.5 483,332 0.30 453,125 145,000 The holders of the August/September 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its August/September 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company The Company has accrued preferred dividends totaling $ 3,575 0 8,634 5,059 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions 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, 2022 and 2021. On March 31, 2021, the parties entered into a Debt Settlement Agreement whereby all amounts due to such firm for services totaling $ 762,407 7,624 3 3 0 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 17,892 3 0 Offshore Finance, LLC was owed financing costs in connection with a subordinated loan to the Company which was converted to common shares in 2014. The managing partner of Offshore and the Company’s Chief Financial Officer are partners in the accounting firm which the Company used for general corporate purposes in the past. On March 31, 2021, the parties entered into a Debt Settlement Agreement whereby all amounts due for such services totaling $ 26,113 261 3 0 In connection with the Hugoton Gas Field Farmout Agreement, John Loeffelbein, the Company’s previous Chief Operating Officer, was granted a 3% carried interest through drilling in the Hugoton JV. Such carried interest was burdened only to the three other partners in the Hugoton JV and not the Company’s interest. On April 18, 2022, John Loeffelbein resigned from his position as Chief Operating Officer with the Company. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Basic and diluted net loss per share: | |
Net Income (Loss) Per Share | Note 15 – Net Income (Loss) Per Share The calculation of the weighted average number of shares outstanding and income (loss) per share outstanding for the three months ended March 31, 2023 and 2022 are as follows: Schedule of Net Earnings Per Share Three Months Ended March 31, 2023 2022 Numerator: Net income (loss) $ 101,672 $ (554,634 ) Less- Convertible preferred stock dividends (62,941 ) (52,861 ) Numerator for basic income (loss) per share - Net income (loss) attributable to common stockholders $ 38,731 $ (607,495 ) Add: Convertible preferred stock dividends — — Add: Interest expense on convertible debt — — Adjusted numerator for diluted income (loss) per share – Net income (loss) attributable to common stockholders $ 38,731 $ (607,495 ) Denominator: Denominator for basic (loss) income per share – weighted average shares outstanding 22,357,099 19,213,560 Dilutive effect of convertible preferred stock outstanding — — Dilutive effect of convertible debt outstanding — — Dilutive effect of shares issuable under stock options and warrants outstanding — — Denominator for diluted income (loss) per share – adjusted weighted average shares outstanding 22,357,099 19,213,560 Net income (loss) income per share: Basic $ 0.00 $ (0.03 ) Diluted $ 0.00 $ (0.03 ) Basic income (loss) per share is based upon the weighted average number of shares of Common Stock outstanding during the period. For the three months ended March 31, 2023 the shares issuable upon the conversion of all convertible debt, all convertible preferred stock and the exercise of outstanding all stock options and warrants were considered antidilutive, and, therefore, not included in the computation of diluted income (loss) per share for the three months ended March 31, 2023. During the three months ended March 31, 2022, all shares issuable upon conversion of convertible debt, convertible preferred stock and the exercise of outstanding stock options and warrants were considered antidilutive due to the loss incurred, and, therefore, not included in the computation of diluted income (loss) per share. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Designation of Series B Convertible Preferred Stock On May 3, 2023, the Company filed the Certificate of Designation (the “Certificate of Designation”) with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”), establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series B Convertible Preferred Stock, par value $ 0.0001 Pursuant to the provisions of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation”) the Company is authorized to issue up to 50,000 100 8 Issuance of Series B Convertible Preferred Stock May 2023 Issuance - 750,000 7,500 15,000,000 0.05 15,000,000 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 May 2023 Series B Convertible Preferred Stock transaction, to register the shares of Common Stock issuable upon the conversion of the May 2023 Series B Convertible Preferred Stock and the common stock underlying the warrants. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90 th On May 5, 2023, Ozark Capital, LLC (“Ozark”) acquired 2,500 5,000,000 5,000,000 0.05 250,000 10 2,739 2,739 5,540 2,800 The holders of the May 2023 Series B Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its May 2023 Series B Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company The Securities Purchase Agreement also contains customary representations, warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties thereto. Appointment of Officers Resignation of Stanton E. Ross- Resignation of Daniel F. Hutchins- Appointment of Thomas J. Heckman as Chief Executive Officer and Chief Financial Officer- Status of 8% Convertible Notes Payable in Default as of March 31, 2023. As further described in Note 4 the Company has certain convertible notes payable that have matured and are in default as of December 31, 2022. Following is the outstanding principal balance on matured convertible notes that are currently in default: Schedule of Outstanding Principal Balance on Matured Convertible Notes Amounts Notes payable, in default: 8 October 29, 2022 $ 100,000 8 October 29, 2022 50,000 8 September 15, 2022 350,000 Notes payable, in default $ 500,000 The Company did not pay the principal balance due on these Convertible Notes upon their maturity, therefore the remaining balance remains due and payable and is therefore in technical default as of March 31, 2023. On May 5, 2023, the Company reached an agreement with the holder of two separate convertible notes payable in the aggregate principal face amount of approximately $ 450,000 100,000 350,000 0.50 0.40 With respect to the Second 8 |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information American Noble Gas, Inc. has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the remainder of 2023 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 for the year ended December 31, 2022, filed with the SEC. |
Nature of Operations | Nature of Operations The Company has assessed various opportunities and strategic alternatives involving the acquisition, exploration and development of oil and gas oil producing properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, we are now involved with the following oil and gas producing properties: Central Kansas Uplift 900,000 11,000 We commenced rework of the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties’ existing oil and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold. During the year ended December 31, 2022, the Company changed its strategy regarding the Central Kansas Uplift considering the reduced net cash flows from the sale of crude oil production. The reduction in net cash flows was attributable to lower spot crude oil prices during 2022 compared to 2021 and higher than anticipated operating costs related to the operation of the horizontal wells on the Properties. The Company has shut down the horizontal production wells as of March 31, 2023 and December 31, 2022 and is considering the deepening of the conventional wells on the property to explore for helium and other noble gases that may be present in deeper producing zones. Accordingly, the Company has recorded an impairment charge of $ 712,812 Hugoton Gas Field Farm-Out The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices. The Hugoton JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton JV plans to target brine minerals with commercial quantities of bromine and iodine. The Company through the Hugoton JV is currently developing proprietary technology to recover brine minerals, particularly with respect to bromine, which is well underway and has demonstrated recovery efficiency and is expected to be available for use in existing and future development wells. The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production and sales of natural gas, natural gas liquids and helium on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas and helium to determine its plan for additional wells on the farmout. The Company performed the ceiling test to assess potential impairment of the capitalized costs relative to its Hugoton Gas Field Project. The ceiling test indicated an impairment charge of $ 192,762 was required to reduce the total capitalized costs to $ 88,687 as of December 31, 2022. Accordingly, the Company has recorded an impairment charge of $ 192,762 to reduce the capitalized tangible and intangible costs related to its Hugoton Gas Field properties to $ 88,687 as of December 31, 2022. The Company recorded an addition to depreciation and amortization expense of $ 3,411 Investment in GMDOC, LLC 60.7143 4,037,500 The Company paid the cash contribution for the membership interests of $ 850,000 , during May 2022. The remainder of the Company’s capital contribution, or $ 3,187,500 , was financed by the Bank Loan (as defined below). GMDOC had previously acquired 70 10,000 GMDOC is managed by two members: Darrah Oil Company, LLC, and Grand Mesa Operating Company, (collectively the “Managing Members”), which also serve as the operating companies under the GMDOC Leases. |
Going Concern | Going Concern The Company has incurred losses from operations, has a 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, 2023 and as of and for the years ended December 31, 2022 and 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund (i) the development of the Properties acquired on April 1, 2021; (ii) our obligations for exploration and development under the Hugoton Farmout Agreement; (iii) normal day-to-day operations and corporate overhead; and (iv) outstanding debt and other financial obligations as they become due, as described below. Most of the Company’s outstanding debt and other financial obligations are currently past due and the Company must negotiate forbearance and/or restructuring agreements with the holders of such debt. These are substantial operational and financial issues that must be successfully addressed during 2023 and beyond. The Company has made substantial progress in resolving many of its existing financial obligations and acquiring oil and gas producing properties to deploy its new operational strategy during the period through March 31, 2023. The Company will have significant financial commitments executing its planned exploration and development of the Properties and the Hugoton Gas Field. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties or on what terms. Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil and natural gas however the Company expects to begin generating more substantial revenues from the sale of 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting cash flows, cash consists of cash on hand and demand deposits with financial institutions. The Company’s policy is that all highly liquid investments with an original maturity of three months or less when purchased would be cash equivalents and would be included along with cash as cash and equivalents. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 250,000 0 0 |
Convertible Instruments | Convertible Instruments In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” The Company early adopted ASU 2020-06 effective January 1, 2021 and applied ASU 2020-06 to all outstanding financial instruments as of January 1, 2021. 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. |
Derivative Instruments | Derivative Instruments The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of March 31, 2023 and December 31, 2022 and during the periods then ended, the Company had no oil and natural gas derivative arrangements outstanding. As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Notes 4 and 11), those warrants were required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts. In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities. ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value. The estimated fair value of warrant derivative liabilities, which are related to detachable warrants issued in connection with the Series A Convertible Preferred Stock, par value $ 0.001 0.001 The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 209,802 $ 209,802 $ — $ — $ 209,802 $ 209,802 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 577,269 $ 577,269 $ — $ — $ 577,269 $ 577,269 There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the three months ended March 31, 2023 and 2022. |
Management Estimates | Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; asset retirement obligations, our control over equity method investments, fair value of equity compensation; warrants issued in connection with convertible debt; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations. |
Oil and gas properties | Oil and gas properties Central Kansas Uplift Properties 900,000 The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool through December 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, 2023. Hugoton Gas Field Farm-Out The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas and helium to determine its plan for additional wells on the farmout. |
Full Cost Accounting | Full Cost Accounting The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, were zero as of March 31, 2023 and December 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. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest. Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves. Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. The trailing twelve-month reference price was $ 94.14 per barrel for the West Texas Intermediate oil at Cushing, Oklahoma through December 31, 2022. 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. We recognized an impairment charge of $ 905,574 as of December 31, 2022 which is attributable to changing our strategy to exploring for noble gases and away from crude oil production at our Central Kansas Uplift properties which resulted in a large decrease in estimated future cash flows. The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. |
Equity Method Investments | Equity Method Investments The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in our Statements of Operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). |
Issuance of Debt Instruments With Detachable Stock Purchase Warrants | Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to its initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. During April 2021, the Company acquired the Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future; however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary. As of December 31, 2012, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100 734,897 981,106 |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between financial accounting bases and tax bases of assets and liabilities. The tax benefits of tax loss carryforwards and other deferred taxes are recorded as an asset to the extent that management assesses the utilization of such assets to be more likely than not. Management routinely assesses the realizability of the Company’s deferred income tax assets, and a valuation allowance is recognized if it is determined that deferred income tax assets may not be fully utilized in future periods. Management considers future taxable earnings in making such assessments. Numerous judgments and assumptions are inherent in the determination of future taxable earnings, including such factors as future operating conditions. When the future utilization of some portion of the deferred tax asset is determined not to be more likely than not, a valuation allowance is provided to reduce the recorded deferred tax asset. When the Company can project that a portion of the deferred tax asset can be realized through application of a portion of tax loss carryforward, the Company will record that utilization as a deferred tax benefit and recognize a deferred tax asset in the same amount. There can be no assurance that facts and circumstances will not materially change and require the Company to adjust its deferred income tax asset valuation allowance in a future period. The Company recognized a deferred tax asset, net of valuation allowance, of $- 0 The Company is potentially subject to taxation in many jurisdictions, and the calculation of income tax liabilities (if any) involves dealing with uncertainties in the application of complex income tax laws and regulations in various taxing jurisdictions. It recognizes certain income tax positions that meet a more-likely-than not recognition threshold. If the Company ultimately determines that the payment of these liabilities will be unnecessary, it will reverse the liability and recognize an income tax benefit. No |
Stock-based compensation | Stock-based compensation The Company applies ASC 718, Stock Compensation |
Related Party Transactions | Related Party Transactions The Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances and similar items in the ordinary course of business. Disclosure of related party transactions include: 1) the nature of the relationships involved, 2) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements, 3) the dollar amounts of the transactions for each periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period, and 4) amounts due from or to related parties as of the date of each balance sheet presented and if not otherwise apparent,5) the terms of settlement. |
Basic and Diluted Income (Loss) Per Shar | Basic and Diluted Income (Loss) Per Shar Net income (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the if-converted/treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase shares of Common Stock at the average market price during the period. The Company has outstanding convertible notes payable and Series A Convertible Preferred Stock both of which are potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. During the three months ended March 31, 2023 and 2022, the Company had outstanding the following securities that were potentially dilutive: i) Series A Convertible Preferred Stock, ii) various convertible notes payable, iii) warrants to purchase Common Stock and iv) options to purchase Common Stock. All potentially dilutive securities were considered for inclusion or exclusion from the calculation of diluted income (loss) per share for the three months ended March 31, 2023 and 2022. Any potentially dilutive security that were considered anti-dilutive were excluded from the net income (loss) per share reported for the three months ended March 31, 2023 and 2022. |
Gain on Extinguishment of Liabilities / Troubled Debt Restructuring | Gain on Extinguishment of Liabilities / Troubled Debt Restructuring In accordance with ASC 470, the Company assesses restructuring of debt as troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grant a concession to the debtor that it would not otherwise consider. The Company records a gain on restructuring of payables when it transfers its assets to a creditor to fully settle a payable. The gain is measured by the excess of the carrying amount of the payable over the fair value of the assets transferred or fair value of equity interest granted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Business Combinations 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. |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 209,802 $ 209,802 $ — $ — $ 209,802 $ 209,802 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 577,269 $ 577,269 $ — $ — $ 577,269 $ 577,269 |
Oil and Gas Properties and Eq_2
Oil and Gas Properties and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022: Schedule of Oil and Gas Properties and Equipment March 31, 2023 December 31, 2022 Central Kansas Uplift - Oil and gas production equipment $ 913,425 $ 913,425 Hugoton Gas Field - Oil and gas production equipment 96,831 96,831 Central Kansas Uplift – Leasehold costs 15,225 15,225 Hugoton Gas Field – Leasehold costs 191,535 191,535 Subtotal 1,217,016 1,217,016 Less: Accumulated impairment (905,574 ) (905,574 ) Less: Accumulated depreciation, depletion and amortization (226,166 ) (222,755 ) Oil and gas properties and equipment, net $ 85,276 $ 88,687 |
Investment in unconsolidated _2
Investment in unconsolidated subsidiary – GMDOC (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investment Unconsolidated Subsidiary | A summary of the Company’s investment in unconsolidated subsidiary-GMDOC during the three months ended March 31, 2023 follows: Schedule of Investment Unconsolidated Subsidiary Three months ended March 31, 2023 Investment in unconsolidated subsidiary-GMDOC, $ 1,101,461 Investment in unconsolidated subsidiary-GMDOC $ 1,101,461 Equity in earnings of GMDOC 39,813 Distributions during period — Impairment charges — Investment in unconsolidated subsidiary-GMDOC at March 31, 2023 $ 1,141,274 Investment in unconsolidated subsidiary-GMDOC $ 1,141,274 |
Schedule of Unconsolidated Subsidairy Balance Sheet Financial Information | The following table presents summarized balance sheet financial information of the Company’s unconsolidated subsidiary – GMDOC as of March 31, 2023: Schedule of Unconsolidated Subsidairy Balance Sheet Financial Information March 31, 2023 Assets: Cash $ 215,466 Accrued revenue & prepaid expenses 275,493 Oil and gas properties and equipment, net 7,218,801 Total assets $ 7,709,760 Liabilities and Member’s Equity: Accounts payable and accrued liabilities $ 124,314 General managing members advances 150,000 Mortgage note payable, net 4,656,429 Asset Retirement Obligations 899,271 Member’s equity 1,879,746 Total liabilities and member’s equity $ 7,709,760 |
Schedule of Unconsolidated Subsidiary Financial Information | The following table presents summarized income statement financial information of the Company’s unconsolidated subsidiary – GMDOC for the three months ended March 31, 2023: Schedule of Unconsolidated Subsidiary Financial Information Three months ended March 31, 2023 Oil and gas revenues $ 630,215 Lease operating expenses (308,092 ) Production related taxes (15,890 ) Ad valorem taxes (10,755 ) Depreciation expense (134,206 ) Accretion of asset retirement obligation (16,940 ) General and administrative expenses (6,682 ) Interest expense (72,075 ) Net income 65,575 AMGAS member’s percentage 60.7143 % Equity in earnings of unconsolidated subsidiary – GMDOC for the three months ended March 31, 2023 $ 39,813 Equity in earnings of unconsolidated subsidiary – GMDOC $ 39,813 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt obligations were comprised of the following at March 31, 2023 and December 31, 2022: Schedule of Debt Outstanding March 31, 2023 December 31, 2022 Notes payable: 3 March 30, 2026 $ 28,665 $ 28,665 8 September 30, 2023 500,000 500,000 8 October 29, 2022 100,000 100,000 8 October 29, 2022 50,000 50000 8 September 15, 2022 350,000 350,000 8 September 30, 2023 266,204 312,500 Total notes payable 1,294,869 1,341,165 Less: Long-term portion 28,665 28,665 Notes payable, short-term $ 1,266,204 $ 1,312,500 |
Schedule of Debt Obligations Maturities | Debt obligations become due and payable as follows: Schedule of Debt Obligations Maturities Years ended Principal balance due 2023 $ 1,266,204 2024 — 2025 — 2026 28,665 2027 — 2028 — Total $ 1,294,204 |
Schedule of Convertible Debt | Following is an analysis of estimated net present value of future cash flows of the amended notes as compared to the original notes as of January 10, 2023, the date of the amendment: Schedule of Convertible Debt As of January 10, 2023 Carrying value of the original convertible notes payable Principal balance $ 500,000 Accrued interest 120,753 Total carrying value of original convertible note payable 620,753 Less: Net present value of future cash flows on amended convertible notes payable (516,776 ) Gain on extinguishment of convertible notes payable $ 103,977 |
Schedule of Future Cash Flow | Following is an analysis of estimated net present value of future cash flows of the amended notes as compared to the original notes as of January 10, 2023, the date of the amendment: Schedule of Future Cash Flow As of January 10, 2023 Carrying value of the original convertible notes payable Principal balance $ 312,500 Accrued interest 75,471 Total carrying value of original convertible note payable 387,971 Less: Net present value of future cash flows on amended convertible notes payable (322,986 ) Gain on extinguishment of convertible notes payable $ 64,985 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following at March 31, 2023 and December 31, 2022: Schedule of Accrued Liabilities March 31, 2023 December 31, 2022 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | Total stock-based compensation is comprised of the following for the three months ended March 31, 2023 and 2022: Schedule of Stock-Based Compensation Three Months ended 2023 2022 Stock-based compensation – stock option grants $ — $ 76,500 Stock-based compensation – restricted stock grants 174,375 81,250 Stock-based compensation – warrants issued for services pursuant to USNG Letter Agreement (defined below) 71,716 72,156 Total stock-based compensation $ 246,091 $ 229,906 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2023 and 2022: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Value Outstanding 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 $ — Outstanding at December 31, 2022 1,442,000 $ 2.38 7.96 $ — Granted — — Exercised — — Forfeited — — Outstanding at March 31, 2023 1,442,000 $ 2.38 7.71 $ — Outstanding and exercisable at March 31, 2023 1,442,000 $ 2.38 7.71 $ — |
Summary of Exercise price 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, 2023: Summary of Exercise price and Weighted Average Remaining Contractual Life Outstanding options Exercisable options Exercise price per share Number of options Weighted average Number of options Weighted average $ 0.50 1,350,000 8.18 1,350,000 8.18 $ 30.00 92,000 0.79 92,000 0.79 Total 1,442,000 7.71 1,442,000 7.71 |
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, 2023 and 2022 is as follows: Schedule of Restricted Stock Unit Activity Number of restricted shares Weighted average grant date fair value 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 Nonvested balance, December 31, 2022 387,500 $ 0.45 Granted — — Vested (387,500 ) (0.45 ) Forfeited — — Nonvested balance, March 31, 2023 — $ — |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Summary of Warrant Activity | The following table summarizes warrant activity for the three months ended March 31, 2023 and 2022: Summary of Warrant Activity Number of Warrants Weighted Average Exercise Price Per Share 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 Outstanding and exercisable at December 31, 2022 20,430,783 $ 0.45 Forfeited/expired — — Outstanding and exercisable at March 31, 2023 20,430,783 $ 0.45 |
Summary of Warrant range of Exercise Prices and Weighted Average Remaining Contractual Life | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of March 31, 2023: Summary of Warrant range of Exercise Prices and Weighted Average Remaining Contractual Life Outstanding and exercisable warrants Exercise price per share Number of warrants Weighted average remaining contractual life $ 0.30 2,149,999 4.8 $ 0.39 5,256,410 3.5 $ 0.50 13,024,374 3.3 Total 20,430,783 3.5 |
Schedule of Warrant Valuation Assumption | The following are the assumptions used in calculating the estimated grant-date fair value of the warrants issued pursuant to the USNG Letter Agreement granted on November 9, 2021: Schedule of Warrant 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 Extinguishment of Con_2
Gain on Extinguishment of Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Gain On Extinguishment Of Convertible Notes Payable | |
Schedule of Estimated Gain on Exchange and Extinguishment of Debt | During the three months ended March 31, 2023 and 2022, the Company recorded gains on the extinguishment of convertible notes payable through negotiation and settlements with certain creditors as follows: Schedule of Estimated Gain on Exchange and Extinguishment of Debt Three months ended March 31, 2023 2022 Gain on extinguishment of convertible notes payable: Gain on extinguishment of convertible notes payable – $ 103,977 $ — Gain on extinguishment of convertible notes payable – 64,985 — Total gain on extinguishment of convertible notes payable $ 168,962 $ — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Assets Retirement Obligation | Schedule of Assets Retirement Obligation Amount 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 Asset retirement obligation at December 31, 2022 $ 1,732,486 Additions — Accretion expense during the period 1,218 Asset retirement obligation at March 31, 2023 $ 1,733,704 |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrant Derivative Liability | |
Summary of Warrant Valuation Assumption | The following is a summary of the assumptions used in calculating estimated fair value of such derivative liabilities as of the March 31, 2023 and December 31, 2022: Summary of Warrant Valuation Assumption As of March 31, 2023 As of December 31, 2022 Volatility – range 347.7 % 342.2 % Risk-free rate 3.58 % 3.99 % Contractual term 3.49 3.74 Exercise price $ 0.39 $ 0.39 Number of warrants in aggregate 5,256,410 5,256,410 |
Summary of Changes in Fair Value Derivative Financial Instruments | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for both open and closed derivatives: Summary of Changes in Fair Value Derivative Financial Instruments Amount Balance at December 31, 2021 $ — Unrealized derivative gains included in other income/expense for the period — Balance at March 31, 2022 $ — Balance at December 31, 2022 $ 577,269 Unrealized derivative gains included in other income/expense for the period (367,467 ) Balance at March 31, 2023 $ 209,802 |
Stockholder_s Deficit (Tables)
Stockholder’s Deficit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Schedule of Series A Convertible Preferred Stock Activity Number of Shares Outstanding at December 31, 2021 22,076 Issued — Converted to Common Stock (800 ) Outstanding at March 31, 2022 21,276 Outstanding at December 31, 2022 25,526 Issued — Converted to Common Stock — Outstanding at March 31, 2023 25,526 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Basic and diluted net loss per share: | |
Schedule of Net Earnings Per Share | The calculation of the weighted average number of shares outstanding and income (loss) per share outstanding for the three months ended March 31, 2023 and 2022 are as follows: Schedule of Net Earnings Per Share Three Months Ended March 31, 2023 2022 Numerator: Net income (loss) $ 101,672 $ (554,634 ) Less- Convertible preferred stock dividends (62,941 ) (52,861 ) Numerator for basic income (loss) per share - Net income (loss) attributable to common stockholders $ 38,731 $ (607,495 ) Add: Convertible preferred stock dividends — — Add: Interest expense on convertible debt — — Adjusted numerator for diluted income (loss) per share – Net income (loss) attributable to common stockholders $ 38,731 $ (607,495 ) Denominator: Denominator for basic (loss) income per share – weighted average shares outstanding 22,357,099 19,213,560 Dilutive effect of convertible preferred stock outstanding — — Dilutive effect of convertible debt outstanding — — Dilutive effect of shares issuable under stock options and warrants outstanding — — Denominator for diluted income (loss) per share – adjusted weighted average shares outstanding 22,357,099 19,213,560 Net income (loss) income per share: Basic $ 0.00 $ (0.03 ) Diluted $ 0.00 $ (0.03 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Outstanding Principal Balance on Matured Convertible Notes | As further described in Note 4 the Company has certain convertible notes payable that have matured and are in default as of December 31, 2022. Following is the outstanding principal balance on matured convertible notes that are currently in default: Schedule of Outstanding Principal Balance on Matured Convertible Notes Amounts Notes payable, in default: 8 October 29, 2022 $ 100,000 8 October 29, 2022 50,000 8 September 15, 2022 350,000 Notes payable, in default $ 500,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant derivative liabilities | $ 209,802 | $ 577,269 |
Fair value on liablities | 209,802 | 577,269 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant derivative liabilities | ||
Fair value on liablities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant derivative liabilities | ||
Fair value on liablities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant derivative liabilities | 209,802 | 577,269 |
Fair value on liablities | $ 209,802 | $ 577,269 |
Nature of Operations, Basis o_4
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||
May 16, 2022 USD ($) | May 03, 2022 USD ($) a | Apr. 02, 2021 USD ($) a | Mar. 31, 2023 USD ($) a $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2012 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payments to acquire oil and gas property and equipment | $ 900,000 | $ 9,134 | |||||
Oil and Gas, developed average, gross | a | 11,000 | ||||||
Tangible asset impairment charges | 712,812 | $ 712,812 | |||||
Impairment Charge on Reclassified Assets | 192,762 | ||||||
Capitalized Costs, Oil and Gas Producing Activities, Gross | 88,687 | ||||||
Capitalized Costs, Asset Retirement Costs | 192,762 | ||||||
Depreciation and amortization | $ 3,411 | $ 30,834 | |||||
Repayments of Debt | $ 850,000 | ||||||
Proceeds from Bank Debt | $ 3,187,500 | ||||||
Area of land | a | 1.4 | ||||||
Cash insured limit | $ 250,000 | ||||||
Uninsured balance amounted | $ 0 | $ 0 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, par value | $ / shares | $ 0.001 | ||||||
Oil and gas property full cost method net | $ 900,000 | ||||||
Impairment charge on oil and gas properties | $ 905,574 | ||||||
Debt percentage | 100% | ||||||
Deferred tax asset, net of valuation allowance | $ 0 | 0 | |||||
Unrecognized tax benefits | $ 0 | $ 0 | |||||
West Texas Intermediate [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share Price | $ / shares | $ 94.14 | ||||||
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 | ||||||
Series A Preferred Stock [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||
Operating Agreement [Member] | GMDOC, LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Area of land | a | 10,000 | ||||||
Operating Agreement [Member] | GMDOC, LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 60.7143% | ||||||
Aggregate purchase price of acquisition | $ 4,037,500 | ||||||
Operating Agreement [Member] | GMDOC, LLC [Member] | Castelli Energy, L.L.C., [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 70% |
Schedule of Oil and Gas Propert
Schedule of Oil and Gas Properties and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 1,217,016 | $ 1,217,016 |
Less: Accumulated impairment | (905,574) | (905,574) |
Less: Accumulated depreciation, depletion and amortization | (226,166) | (222,755) |
Property and equipment, net | 85,276 | 88,687 |
Central Kansas Uplift [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Hugoton Gas Field - Oil and gas production equipment | 913,425 | 913,425 |
Hugoton Gas Field – Leasehold costs | 15,225 | 15,225 |
Hugoton Gas Field [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Hugoton Gas Field - Oil and gas production equipment | 96,831 | 96,831 |
Hugoton Gas Field – Leasehold costs | $ 191,535 | $ 191,535 |
Schedule of Investment Unconsol
Schedule of Investment Unconsolidated Subsidiary (Details) - GMDOC, LLC [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Investment in unconsolidated subsidiary-GMDOC | $ 1,101,461 |
Equity in earnings of GMDOC | 39,813 |
Distributions during period | |
Impairment charges | |
Investment in unconsolidated subsidiary-GMDOC | $ 1,141,274 |
Schedule of Unconsolidated Subs
Schedule of Unconsolidated Subsidairy Balance Sheet Financial Information (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||||
Oil and gas properties and equipment, net | $ 85,276 | $ 88,687 | ||
Total assets | 1,293,278 | 1,260,351 | ||
Liabilities and Member’s Equity: | ||||
General managing members advances | 150,000 | |||
Mortgage note payable, net | 1,570,855 | 1,387,893 | ||
Asset Retirement Obligations | 1,733,704 | 1,732,486 | ||
Member’s equity | (4,924,205) | (5,259,027) | $ (3,543,079) | $ (3,165,490) |
Total liabilities and stockholders’ deficit | 1,293,278 | $ 1,260,351 | ||
GMDOC, LLC [Member] | ||||
Assets: | ||||
Cash | 215,466 | |||
Accrued revenue & prepaid expenses | 275,493 | |||
Oil and gas properties and equipment, net | 7,218,801 | |||
Total assets | 7,709,760 | |||
Liabilities and Member’s Equity: | ||||
Accounts payable and accrued liabilities | 124,314 | |||
Mortgage note payable, net | 4,656,429 | |||
Asset Retirement Obligations | 899,271 | |||
Member’s equity | 1,879,746 | |||
Total liabilities and stockholders’ deficit | $ 7,709,760 |
Schedule of Unconsolidated Su_2
Schedule of Unconsolidated Subsidiary Financial Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Lease operating expenses | $ (29,605) | $ (86,536) |
Production related taxes | (28) | |
Depreciation expense | (3,411) | (30,834) |
Accretion of asset retirement obligation | (1,218) | (279) |
Interest expense | (37,412) | (93,556) |
Net income | 101,672 | $ (554,634) |
GMDOC, LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Oil and gas revenues | 630,215 | |
Lease operating expenses | (308,092) | |
Production related taxes | (15,890) | |
Ad valorem taxes | (10,755) | |
Depreciation expense | (134,206) | |
Accretion of asset retirement obligation | (16,940) | |
General and administrative expenses | (6,682) | |
Interest expense | (72,075) | |
Net income | $ 65,575 | |
AMGAS member’s percentage | 60.7143% | |
Equity in earnings of unconsolidated subsidiary – GMDOC | $ 39,813 |
Schedule of Debt Outstanding (D
Schedule of Debt Outstanding (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Convertible Promissory Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 3% | 3% |
Debt maturity date | Mar. 30, 2026 | Mar. 30, 2026 |
Convertible Promissory Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | 8% |
Debt maturity date | Sep. 30, 2023 | Sep. 30, 2023 |
Convertible Promissory Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | 8% |
Debt maturity date | Oct. 29, 2022 | Oct. 29, 2022 |
Convertible Promissory Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | 8% |
Debt maturity date | Oct. 29, 2022 | Oct. 29, 2022 |
Convertible Promissory Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | 8% |
Debt maturity date | Sep. 15, 2022 | Sep. 15, 2022 |
Convertible Promissory Notes Payable Five [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 8% | 8% |
Debt maturity date | Sep. 30, 2023 | Sep. 30, 2023 |
Schedule of Debt Outstanding _2
Schedule of Debt Outstanding (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||
Notes payable | $ 1,294,869 | $ 1,341,165 | ||
Notes payable, noncurrent | 28,665 | 28,665 | ||
Notes payable, current | 1,266,204 | 1,312,500 | ||
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 | 500,000 | 500,000 | ||
Convertible Promissory Notes Payable Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | 100,000 | 100,000 | ||
Convertible Promissory Notes Payable Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | 50,000 | 50,000 | ||
Convertible Promissory Notes Payable Four [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | $ 350,000 | 350,000 | ||
Convertible Promissory Notes Payable Five [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | $ 312,500 | $ 266,204 |
Schedule of Debt Obligations Ma
Schedule of Debt Obligations Maturities (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,266,204 |
2024 | |
2025 | |
2026 | 28,665 |
2027 | |
2028 | |
Total | $ 1,294,204 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 3 Months Ended | |||
Jan. 10, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||
Notes payable, in default | $ 500,000 | |||
Gain on extinguishment of convertible notes payable | $ 168,962 | |||
October Eight Percentage Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance at par | $ 500,000 | |||
Accrued interest | 120,753 | |||
Notes payable, in default | 620,753 | |||
Deferred Debt Issuance Cost, Writeoff | (516,776) | |||
Gain on extinguishment of convertible notes payable | $ 103,977 | $ 103,977 |
Schedule of Future Cash Flow (D
Schedule of Future Cash Flow (Details) - USD ($) | 3 Months Ended | |||
Jan. 10, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||
Notes payable, in default | $ 500,000 | |||
Gain on extinguishment of convertible notes payable | $ 168,962 | |||
May 2022 Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance at par | $ 312,500 | |||
Accrued interest | 75,471 | |||
Notes payable, in default | 387,971 | |||
Deferred Debt Issuance Cost, Writeoff | (322,986) | |||
Gain on extinguishment of convertible notes payable | $ 64,985 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 10, 2023 | Jun. 08, 2022 | May 13, 2022 | Oct. 29, 2021 | Aug. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 08, 2023 | May 05, 2023 | May 04, 2023 | Oct. 29, 2022 | Sep. 15, 2022 | Jun. 29, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 112,500 | ||||||||||||||
Conversion price | $ 0.10 | ||||||||||||||
Gain on extinguishment of convertible notes payable | $ 168,962 | ||||||||||||||
Accrued default interest | 108,785 | $ 244,038 | |||||||||||||
8% Convertible Promissory Notes Payable [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Conversion price | $ 0.50 | $ 0.10 | |||||||||||||
Accrued default interest | 23,471 | 21,335 | |||||||||||||
8% Convertible Promissory Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 450,000 | ||||||||||||||
Conversion price | $ 0.40 | $ 0.50 | |||||||||||||
Outstanding principal balance | $ 100,000 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Accrued default interest | 15,112 | $ 8,208 | |||||||||||||
October Eight Percentage Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Gain on extinguishment of convertible notes payable | $ 103,977 | $ 103,977 | |||||||||||||
Convertible Promissory Notes Payable Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument interest rate | 8% | 8% | |||||||||||||
Debt maturity date | Oct. 29, 2022 | Oct. 29, 2022 | |||||||||||||
Accrued default interest | $ 11,736 | $ 10,668 | |||||||||||||
Convertible Promissory Notes Payable Due on October [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 450,000 | $ 100,000 | $ 350,000 | ||||||||||||
Debt instrument interest rate | 8% | 8% | 8% | ||||||||||||
Debt maturity date | Oct. 29, 2022 | ||||||||||||||
Share price | $ 0.50 | ||||||||||||||
Convertible Promissory Notes Payable Due on October [Member] | Subsequent Event [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 450,000 | ||||||||||||||
Share price | $ 0.50 | ||||||||||||||
May Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Gain on extinguishment of convertible notes payable | $ 64,985 | ||||||||||||||
May 2022 Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | 46,296 | ||||||||||||||
Proceeds from convertible debt | 500,000 | ||||||||||||||
Gain on extinguishment of convertible notes payable | 64,985 | ||||||||||||||
Outstanding principal balance | $ 266,204 | $ 312,500 | |||||||||||||
Accrued default interest | $ 3,704 | ||||||||||||||
Debt Settlement Agreement [Member] | 3% Convertible Promissory Notes Payable [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Extinguishment of debt amount | $ 2,866,497 | ||||||||||||||
Debt instrument, face amount | $ 28,665 | ||||||||||||||
Debt instrument interest rate | 3% | ||||||||||||||
Warrant to purchase of common stock | 5,732,994 | ||||||||||||||
Warrants exercise price | $ 0.50 | ||||||||||||||
Debt instrument description | The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 (the “Maturity Date”) | ||||||||||||||
Debt maturity date | Mar. 30, 2026 | ||||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 350,000 | $ 850,000 | $ 500,000 | $ 100,000 | |||||||||||
Warrant to purchase of common stock | 700,000 | 1,500,000 | 200,000 | ||||||||||||
Warrants exercise price | $ 0.50 | $ 0.50 | |||||||||||||
Debt instrument description | The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date | ||||||||||||||
Debt maturity date | Jun. 29, 2022 | Oct. 29, 2022 | Oct. 29, 2022 | ||||||||||||
Number of shares issued on conversion | 700,000 | ||||||||||||||
Share price | $ 0.50 | $ 0.40 | $ 0.50 | $ 0.50 | 0.40 | ||||||||||
Proceeds from convertible debt | $ 350,000 | $ 850,000 | $ 500,000 | $ 100,000 | |||||||||||
Debt conversion, description | The May 2022 Notes bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the then outstanding principal amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 but not greater than $3,000,000; or b) one hundred percent (100%) of the then outstanding principal amount equal to 120% of the principal amount of a May 2022 Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of in excess of $3,000,000. In addition, pursuant to the May 2022 Notes, so long as such May 2022 Notes remain outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the $0.40 per share conversion price, subject to certain adjustments, without the written consent of the investors | The 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 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 October 8% Note Investor | |||||||||||||
Stock Issued During Period, Shares, New Issues | 425,000 | ||||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Share price | $ 0.40 | ||||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | Common Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Number of shares issued on conversion | 1,000,000 | 200,000 | |||||||||||||
Share price | $ 0.50 | ||||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes Payable [Member] | Common Stock [Member] | May Investor [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Number of shares issued on conversion | 2,125,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Beneficial Owner [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | The conversion of the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that 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 | ||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | The Company and the 8% Note Investor have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing | ||||||||||||||
Securities Purchase Agreement [Member] | Senior Unsecured Convertible Note [Member] | Beneficial Owner [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | The conversion of the May 2022 Notes are each subject to beneficial ownership limitations such that the investors may not convert the May 2022 Notes to the extent that such conversion or exercise would result in an investor being the beneficial owner in excess of 4.99% (or, upon election of the Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company | The conversion of the 8% Note and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor 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 | |||||||||||||
Securities Purchase Agreement [Member] | Senior Unsecured Convertible Note [Member] | Common Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | Pursuant to the purchase agreement for the Securities, for a period of twelve (12) months after the closing date, the investors have a right to participate in any issuance of the Company’s Common Stock, Common Stock equivalents, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the subsequent financing | The Company and the October 8% Note Investors have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing | |||||||||||||
Securities Purchase Agreement [Member] | Second Eight Percentage Convertible Promissory Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||||
Warrant to purchase of common stock | 150,000 | ||||||||||||||
Warrants exercise price | $ 0.50 | ||||||||||||||
Number of shares issued on conversion | 100,000 | ||||||||||||||
Share price | $ 0.50 | ||||||||||||||
Proceeds from convertible debt | $ 50,000 | ||||||||||||||
Debt conversion, description | The Second 8% Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the Second 8% Note 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 Second 8% Note, 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 Second 8% Note Investor | ||||||||||||||
Securities Purchase Agreement [Member] | Second Eight Percentage Convertible Promissory Notes [Member] | Beneficial Owner [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | The conversion of the Second 8% Note and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor 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 | ||||||||||||||
Securities Purchase Agreement [Member] | Second Eight Percentage Convertible Promissory Notes [Member] | Common Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | The Company, the Second 8% Note Investor have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing | ||||||||||||||
Convertible Notes Payable [Member] | 8% Convertible Promissory Notes Payable [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion, description | The 8% Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and one-hundred percent (100%) of the underlying notes plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Note, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investor |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
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) | Mar. 31, 2023 a |
Payables and Accruals [Abstract] | |
Area of Land | 1.4 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 246,091 | $ 229,906 |
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 | 174,375 | 81,250 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 71,716 | $ 72,156 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options, Outstanding, Beginning | 1,442,000 | 1,892,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning | $ 2.38 | $ 1.93 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 7 years 11 months 15 days | 9 years 25 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | |||
Number of Options, Granted | |||
Weighted Average Exercise Price Per Share, Granted | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price Per Share, Exercised | |||
Number of Options, Forfeited | |||
Weighted Average Exercise Price Per Share, Forfeited | |||
Number of Options, Outstanding, Ending | 1,442,000 | 1,892,000 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending | $ 2.38 | $ 1.93 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending | 7 years 8 months 15 days | 8 years 9 months 25 days | |
Aggregate Intrinsic Value, Outstanding, Ending | |||
Number of Options, Outstanding and Exercisable | 1,442,000 | 92,000 | |
Weighted Average Exercise Price Per Share, Outstanding and Exercisable | $ 2.38 | $ 30 | |
Weighted Average Remaining Contractual Term, Outstanding and exercisable | 7 years 8 months 15 days | 1 year 9 months 14 days | |
Aggregate Intrinsic Value, Exercisable |
Summary of Exercise price and W
Summary of Exercise price and Weighted Average Remaining Contractual Life (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 2.38 | $ 1.93 | $ 2.38 | $ 1.93 |
Number of options, outstanding | 1,442,000 | 1,892,000 | 1,442,000 | 1,892,000 |
Weighted average remaining contractual life, outstanding | 7 years 8 months 15 days | |||
Number of Option, exercisable | 1,442,000 | 92,000 | ||
Weighted average remaining contractual life, exercisable | 7 years 8 months 15 days | 1 year 9 months 14 days | ||
Exercise Price One [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 0.50 | |||
Number of options, outstanding | 1,350,000 | |||
Weighted average remaining contractual life, outstanding | 8 years 2 months 4 days | |||
Number of Option, exercisable | 1,350,000 | |||
Weighted average remaining contractual life, exercisable | 8 years 2 months 4 days | |||
Exercise Price Two [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price per share | $ 30 | |||
Number of options, outstanding | 92,000 | |||
Weighted average remaining contractual life, outstanding | 9 months 14 days | |||
Number of Option, exercisable | 92,000 | |||
Weighted average remaining contractual life, exercisable | 9 months 14 days |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted shares, Granted | 387,500 | 1,250,000 |
Weighted average grant date fair value, Nonvested balance, beginning | $ 0.45 | $ 0.13 |
Number of Restricted shares, Granted | ||
Weighted average grant date fair value, Granted | ||
Number of Restricted shares, Vested | (387,500) | (625,000) |
Weighted average grant date fair value, Vested | $ (0.45) | $ (0.13) |
Number of Restricted shares, Forfeited | ||
Weighted average grant date fair value, Forfeited | ||
Number of Restricted shares, Nonvested balance, end | 625,000 | |
Weighted average grant date fair value, Nonvested balance, end | $ 0.13 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
May 31, 2022 | Aug. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 13, 2021 | Sep. 25, 2015 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense in connection with vesting of options granted | $ 246,091 | $ 229,906 | |||||
Share-based payment award, options, vested and expected to vest | 0 | $ 0 | |||||
Unrecognized compensation cost | 0 | ||||||
Stock-based compensation expense | 246,091 | 229,906 | |||||
Unrecognized compensation costs | $ 0 | ||||||
2015 Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of reserved common stock, shares | 500,000 | ||||||
2021 Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of reserved common stock, shares | 5,000,000 | ||||||
2021 Plan and the 2015 [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of reserved common stock, shares | 5,500,000 | ||||||
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 | $ 0 | 76,500 | |||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense in connection with vesting of options granted | $ 174,375 | $ 81,250 | |||||
Number of restricted shares, granted | |||||||
Stock-based compensation expense | $ 174,375 | $ 81,250 | |||||
Restricted Stock [Member] | Officers Directors and Consultants [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of restricted shares, granted | 1,550,000 | 5,000,000 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants, Outstanding and exercisable, Beginning balance | 20,430,783 | 17,580,784 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Beginning balance | $ 0.45 | $ 0.47 |
Number of warrants, Forfeited/expired | ||
Weighted Average Exercise Price Per Share, Forfeited/expired | ||
Number of warrants, Outstanding and exercisable, Ending balance | 20,430,783 | 17,580,784 |
Weighted Average Exercise Price Per Share, Outstanding and exercisable, Ending balance | $ 0.45 | $ 0.47 |
Summary of Warrant range of Exe
Summary of Warrant range of Exercise Prices and Weighted Average Remaining Contractual Life (Details) | Mar. 31, 2023 $ / shares shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable warrants, number of warrants | 20,430,783 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 years 6 months |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share | $ / shares | $ 0.30 |
Outstanding and exercisable warrants, number of warrants | 2,149,999 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 9 months 18 days |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share | $ / shares | $ 0.39 |
Outstanding and exercisable warrants, number of warrants | 5,256,410 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 years 6 months |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share | $ / shares | $ 0.50 |
Outstanding and exercisable warrants, number of warrants | 13,024,374 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 years 3 months 18 days |
Schedule of Warrant Valuation A
Schedule of Warrant Valuation Assumption (Details) | Mar. 31, 2023 shares | Dec. 31, 2022 shares | Nov. 09, 2021 $ / shares shares |
Warrants outstanding, measurement term | 3 years 6 months | ||
Warrant [Member] | |||
Warrants outstanding, measurement term | 3 years 6 months | ||
Warrants outstanding, warrant to purchase of common stock | shares | 5,256,410 | 5,256,410 | 3,260,000 |
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants outstanding, measurement input | 359.3 | ||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants outstanding, measurement input | 1.08 | ||
Warrant [Member] | Measurement Input, Expected Term [Member] | |||
Warrants outstanding, measurement term | 5 years | ||
Warrant [Member] | Measurement Input, Exercise Price [Member] | |||
Warrants outstanding, measurement exercise price | $ / shares | $ 0.50 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Nov. 09, 2021 USD ($) a $ / shares shares bbl | Mar. 31, 2023 USD ($) a shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Warrants term | 3 years 6 months | |||
Area of land | a | 1.4 | |||
Fees receivable per month | $ | $ 8,000 | |||
Excess of cash receivable | $ | $ 25,000 | $ 25,000 | ||
Unearned receipts | $ | $ 25,000 | $ 25,000 | ||
Initial Term | 5 years | 5 years | ||
Share based compensation | $ | $ 246,091 | $ 229,906 | ||
Letter Agreement [Member] | ||||
Area of land | a | 11,000 | |||
Price per barrel | bbl | 5,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 2,060,000 | |||
Warrant, Exercise Price, Increase | $ / shares | $ 0.50 | |||
Warrant to purchase of common stock | shares | 3,260,000 | 3,260,000 | ||
Share price | $ / shares | $ 0.44 | |||
Letter Agreement [Member] | Board of Advisors [Member] | ||||
Warrant to purchase of common stock | shares | 1,200,000 | |||
Warrants exercise price | $ / shares | $ 0.50 | |||
USNG Letter Agreement [Member] | ||||
Warrants term | 5 years | |||
Warrant to purchase of common stock | shares | 3,260,000 | |||
Warrants exercise price | $ / shares | $ 0.50 | |||
Warrant [Member] | ||||
Warrants term | 3 years 6 months | |||
Common stock purchase warrants and intrinsic value | $ | $ 0 | 0 | ||
Warrant to purchase of common stock | shares | 3,260,000 | 5,256,410 | 5,256,410 | |
Warrant [Member] | Letter Agreement [Member] | ||||
Warrant to purchase of common stock | shares | 3,260,000 | |||
Share based compensation | $ | $ 71,716 | $ 72,156 | ||
Share based payment award non option equity instruments forfeitures and expirations | shares | 0 | 0 | ||
Stock option granted, value | $ | $ 1,434,313 | $ 1,027,923 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage on valuation allowance | 100% |
Net operating loss carry-forwards | $ 64,710,000 |
Net operating loss carry-forwards subject to expiration | 61,045,000 |
Net operating loss carry-forwards not subject to expiration | $ 1,935,000 |
Income tax examination, description | In addition, the Tax Cuts and Jobs Act limits the usage of net operating loss carryforwards to 80% of taxable income per year |
Schedule of Estimated Gain on E
Schedule of Estimated Gain on Exchange and Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Total gain on extinguishment of convertible notes payable | $ 168,962 | |
Convertiable Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Total gain on extinguishment of convertible notes payable | 103,977 | |
Convertiable Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total gain on extinguishment of convertible notes payable | $ 64,985 |
Schedule of Assets Retirement O
Schedule of Assets Retirement Obligation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligation at beginning balance | $ 1,732,486 | $ 1,730,264 |
Additions | ||
Accretion expense during the period | 1,218 | 279 |
Asset retirement obligation at ending balance | $ 1,733,704 | $ 1,730,543 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2012 |
Operating Loss Carryforwards [Line Items] | |||
Asset retirement obligation current | $ 1,716,003 | $ 1,716,003 | $ 45,103 |
Texas and Wyoming Wells [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Asset retirement obligation current | $ 1,733,704 | $ 1,732,486 |
Summary of Warrant Valuation As
Summary of Warrant Valuation Assumption (Details) - Warrant [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 09, 2021 shares | |
Number of warrants in aggregate | shares | 5,256,410 | 5,256,410 | 3,260,000 |
Measurement Input, Price Volatility [Member] | |||
Risk free rate | 347.7 | 342.2 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Risk free rate | 3.58 | 3.99 | |
Measurement Input, Expected Term [Member] | |||
Contractual term | 3 years 5 months 26 days | 3 years 8 months 26 days | |
Measurement Input, Exercise Price [Member] | |||
Risk free rate | $ / shares | 0.39 | 0.39 |
Summary of Changes in Fair Valu
Summary of Changes in Fair Value Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Beginning balance | $ 577,269 | |
Unrealized derivative gains included in other income/expense for the period | (367,467) | |
Ending balance | 209,802 | |
Warrant [Member] | ||
Beginning balance | 577,269 | |
Unrealized derivative gains included in other income/expense for the period | ||
Unrealized derivative gains included in other income/expense for the period | (367,467) | |
Ending balance | $ 209,802 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 09, 2021 | Dec. 08, 2014 | Aug. 15, 2014 | Oct. 18, 2013 | Oct. 31, 2012 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | ||||||||
Asset retirement obligations | $ 45,103 | $ 1,716,003 | $ 1,716,003 | |||||
Fees receivable per month | $ 8,000 | |||||||
Excess of cash receivable | $ 25,000 | 25,000 | ||||||
Unearned receipts | $ 25,000 | $ 25,000 | ||||||
Initial Term | 5 years | 5 years | ||||||
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 | |||||||
Consulting Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Payment for investor relations services | $ 7,000 | $ 14,000 | ||||||
Issuance of preferred stock with detachable warrants to purchase common stock, shares | 15,000 | 15,000 | ||||||
Torrey Hills Capital Inc [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Payment for demand | $ 56,000 | |||||||
Number of shares issued during period settlement of final termination agreement | 2,800 | |||||||
Damages amount | $ 79,594 | |||||||
Cambrian Consultants America Inc [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Default judgment granted against the company | $ 96,877 | |||||||
Consultants [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Fees receivable per month | $ 8,000 |
Schedule of Series A Convertibl
Schedule of Series A Convertible Preferred Stock Activity (Details) - Series A Convertible Preferred Stock [Member] - shares | 1 Months Ended | 3 Months Ended | |||
Jun. 15, 2022 | Mar. 26, 2021 | Aug. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | |||||
Number of Shares, Outstanding, Beginning | 25,526 | 22,076 | |||
Issued | 5,000 | 22,776 | 1,450 | ||
Converted to common stock | (800) | ||||
Number of Shares, Outstanding, Ending | 25,526 | 21,276 |
Stockholder_s Deficit (Details
Stockholder’s Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 13, 2023 | Jun. 15, 2022 | Mar. 26, 2021 | Mar. 16, 2021 | Aug. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||||||
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 years 6 months | ||||||||
Ozark Capital, LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Converted to common stock | 347,188 | ||||||||
Stock Issued During Period, Shares, New Issues | 1,111 | ||||||||
Warrants exercise price | $ 0.50 | ||||||||
Beneficial ownership, description | All holders of the March 2021 Series A Convertible Preferred Stock, including Ozark, have agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days’ advance notice to the Company | ||||||||
Number of warrants to acquire common shares | 256,410 | ||||||||
Total cash | $ 100,000 | ||||||||
Percentage of common shares hold | 10% | ||||||||
Dividends paid | $ 2,739 | $ 2,740 | |||||||
Preferred dividends paid | $ 5,540 | $ 2,800 | |||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares converted | 46,296 | 800 | |||||||
Accrued interest | $ 3,704 | ||||||||
Converted to common stock | 500,000 | 250,000 | |||||||
Preferred stock, shares authorized | 27,778 | 27,778 | 27,778 | ||||||
Preferred stock liquidation preference | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | |||
Preferred stock liquidation preference, value | $ 100 | ||||||||
Preferred stock conversion price | $ 0.32 | ||||||||
Proceeds from issuance of convertible preferred stock | $ 500,000 | $ 1,929,089 | $ 5,000,000 | $ 145,000 | |||||
Payment of financing and stock issuance costs | $ 500,000 | $ 2,050,000 | $ 145,000 | ||||||
Stock Issued During Period, Shares, New Issues | 5,000 | 22,776 | 1,450 | ||||||
Outstanding and exercisable warrants, weighted average remaining contractual life | 5 years 6 months | 5 years 6 months | 5 years 6 months | ||||||
Warrant to purchase of common stock | 1,666,667 | 5,256,410 | 483,332 | ||||||
Warrants exercise price | $ 0.30 | $ 0.39 | $ 0.30 | ||||||
Preferred stock convertible shares issuable | 1,562,500 | 7,117,500 | 453,125 | ||||||
Beneficial ownership, description | The holder of the June 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its June 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company | The holders of the March 2021 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its March 2021 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company | The holders of the August/September 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its August/September 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company | ||||||
Series A Convertible Preferred Stock [Member] | March 2021 Issuance [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends preferred stock cash | $ 47,037 | $ 52,861 | |||||||
Unpaid dividends preferred stock cash | 91,842 | $ 44,805 | |||||||
Series A Convertible Preferred Stock [Member] | June 2022 Issuance [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends preferred stock cash | 12,329 | 0 | |||||||
Unpaid dividends preferred stock cash | 39,589 | 27,260 | |||||||
Series A Convertible Preferred Stock [Member] | August/September 2022 Issuance [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends preferred stock cash | 3,575 | $ 0 | |||||||
Unpaid dividends preferred stock cash | $ 8,634 | $ 5,059 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 29, 2022 |
Related Party Transaction [Line Items] | ||||
Debt instrument principal amount | $ 112,500 | |||
Convertible Promissory Note [Member] | Debt Settlement Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of warrants and stock | $ 762,407 | |||
Debt instrument principal amount | $ 7,624 | |||
Debt instrument interest rate | 3% | |||
Convertible Promissory Note [Member] | Debt Settlement Agreement [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | $ 0 | ||
Convertible Promissory Note [Member] | Debt Settlement Agreement [Member] | Warrant [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument interest rate | 3% | |||
Convertible Promissory Note One [Member] | Debt Settlement Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of warrants and stock | $ 1,789,208 | |||
Debt instrument principal amount | $ 17,892 | |||
Debt instrument interest rate | 3% | |||
Employee related liabilities current | 0 | 0 | ||
Convertible Promissory Note Two [Member] | Debt Settlement Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of warrants and stock | $ 26,113 | |||
Debt instrument principal amount | $ 261 | |||
Debt instrument interest rate | 3% | |||
Convertible Promissory Note Two [Member] | Debt Settlement Agreement [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | $ 0 |
Schedule of Net Earnings Per Sh
Schedule of Net Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic and diluted net loss per share: | ||
Net income (loss) | $ 101,672 | $ (554,634) |
Less- Convertible preferred stock dividends | (62,941) | (52,861) |
Numerator for basic income (loss) per share - Net income (loss) attributable to common stockholders | 38,731 | (607,495) |
Add: Convertible preferred stock dividends | ||
Add: Interest expense on convertible debt | ||
Adjusted numerator for diluted income (loss) per share – Net income (loss) attributable to common stockholders | $ 38,731 | $ (607,495) |
Denominator for basic (loss) income per share – weighted average shares outstanding | 22,357,099 | 19,213,560 |
Dilutive effect of convertible preferred stock outstanding | ||
Dilutive effect of convertible debt outstanding | ||
Dilutive effect of shares issuable under stock options and warrants outstanding | ||
Denominator for diluted income (loss) per share – adjusted weighted average shares outstanding | 22,357,099 | 19,213,560 |
Basic | $ 0 | $ (0.03) |
Diluted | $ 0 | $ (0.03) |
Schedule of Outstanding Princip
Schedule of Outstanding Principal Balance on Matured Convertible Notes (Details) (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2022 | May 08, 2023 | Jan. 10, 2023 | |
Convertible Promissory Notes Payable Due on October [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 8% | 8% | 8% |
Debt maturity date | Oct. 29, 2022 | ||
Convertible Promissory Notes Payable Due on September [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 8% | ||
Debt maturity date | Oct. 29, 2022 | ||
Convertible Promissory Notes Payable Due on June [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 8% | ||
Debt maturity date | Sep. 15, 2022 |
Schedule of Outstanding Princ_2
Schedule of Outstanding Principal Balance on Matured Convertible Notes (Details) | Dec. 31, 2022 USD ($) |
Short-Term Debt [Line Items] | |
Notes payable, in default | $ 500,000 |
Convertible Promissory Notes Payable Due on October [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | 100,000 |
Convertible Promissory Notes Payable Due on September [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | 50,000 |
Convertible Promissory Notes Payable Due on June [Member] | |
Short-Term Debt [Line Items] | |
Notes payable, in default | $ 350,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
May 05, 2023 | May 04, 2023 | Jun. 08, 2022 | May 13, 2022 | Oct. 29, 2021 | Aug. 30, 2021 | Mar. 26, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 08, 2023 | May 03, 2023 | Jan. 10, 2023 | Oct. 29, 2022 | Sep. 15, 2022 | Jun. 29, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||
Principal amount | $ 112,500 | |||||||||||||||
Convertible Promissory Notes Payable Due on October [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument interest rate | 8% | 8% | 8% | |||||||||||||
Principal amount | $ 450,000 | $ 100,000 | $ 350,000 | |||||||||||||
Share price | $ 0.50 | |||||||||||||||
8% Convertible Promissory Notes Payable [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 425,000 | |||||||||||||||
Converted to common stock | 700,000 | |||||||||||||||
Warrants exercise price | $ 0.50 | $ 0.50 | ||||||||||||||
Principal amount | $ 350,000 | $ 850,000 | $ 500,000 | $ 100,000 | ||||||||||||
Share price | $ 0.40 | $ 0.50 | $ 0.40 | $ 0.50 | $ 0.50 | |||||||||||
Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Ownership percentage, noncontrolling owner | 10% | 10% | ||||||||||||||
Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,111 | |||||||||||||||
Converted to common stock | 347,188 | |||||||||||||||
Number of warrants to acquire common shares | 256,410 | |||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||
Dividends paid | $ 2,739 | $ 2,740 | ||||||||||||||
Preferred dividends paid | 5,540 | $ 2,800 | ||||||||||||||
Beneficial ownership, description | All holders of the March 2021 Series A Convertible Preferred Stock, including Ozark, have agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days’ advance notice to the Company | |||||||||||||||
Common Stock [Member] | 8% Convertible Promissory Notes Payable [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Converted to common stock | 1,000,000 | 200,000 | ||||||||||||||
Share price | $ 0.50 | |||||||||||||||
Subsequent Event [Member] | Convertible Promissory Notes Payable Due on October [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Principal amount | $ 450,000 | |||||||||||||||
Share price | $ 0.50 | |||||||||||||||
Subsequent Event [Member] | 8% Convertible Promissory Notes Payable [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Principal amount | $ 450,000 | |||||||||||||||
Subsequent Event [Member] | 8% Convertible Promissory Notes Payable [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share price | $ 0.40 | |||||||||||||||
Subsequent Event [Member] | Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of warrants to acquire common shares | 5,000,000 | |||||||||||||||
Warrants exercise price | $ 0.05 | |||||||||||||||
Value of stock issued | $ 250,000 | |||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Beneficial ownership, description | The holders of the May 2023 Series B Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its May 2023 Series B Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company | |||||||||||||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||
Investment income net | $ 750,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,500 | |||||||||||||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock issued during period shares purchase of assets | 15,000,000 | |||||||||||||||
Share price | $ 0.05 | |||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock shares authorized | 50,000 | |||||||||||||||
Preferred stock liquidation preference | $ 100 | |||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,500 | |||||||||||||||
Convertible Common Stock [Member] | Subsequent Event [Member] | Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Converted to common stock | 5,000,000 | |||||||||||||||
Class A Convertible Preferred Stock [Member] | Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Dividends paid | $ 2,739 | $ 2,739 | ||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||
Series A Preferred Stock [Member] | Ozark Capital, LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred dividends paid | $ 5,540 | $ 2,800 |