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Note 6 - Note Payable
9 Months Ended
Sep. 30, 2021
Notes to Financial Statements  
Short-term Debt [Text Block]

NOTE 6 NOTE PAYABLE

 

On March 30, 2019, the Company executed a promissory note for $50,000 to ZQH (75%) and Pure (25%). The due date of the note is April 30, 2019 and has an interest rate of $50 per day. The note is for an escrow payment made directly to Premier Gas Company, LLC to hold the Purchase and Sale Agreement dated January 29, 2019. The note is secured by 50,000 shares of the Company’s common stock at $1 per share. On September 25, 2020, the Company entered into a Purchase and Sale Agreement (“PSA”) with Pure and ZQH to acquire oil and gas assets in Oklahoma (the “Rogers Project”) in consideration of a purchase price of $1,000,000. In connection with the purchase, the $50,000 note and accrued interest of $10,000 was added to the purchase price resulting in a total note payable balance of $1,060,000. During the year ended December 31, 2020, $10,750 of accrued interest which was previously outstanding was discharged and recorded as a gain on extinguishment of debt. The note payable of $1,060,000 was due to be paid on or before July 31, 2020 but remains outstanding to date. The balance of the note will increase by $50,000 per month thereafter up to a maximum amount of $200,000 through December 1, 2020. As of December 31, 2020, the Company recognized $200,000 of default interest that was added to the principal and made payments of $100,000 for a total payable of $1,160,000. If the purchase price is not fully paid on or before December 1, 2020, ZQH and Pure have the option to convert the balance outstanding into the Company’s common stock at a conversion price of $1.00 per share and the note will also be subject to a monthly interest of 1%. During the nine months ended September 30, 2021, the the Company recognized $50,000 of default interest that was added to the principal of the note payable. As of September 30, 2021, the note payable balance was $1,210,000 with accrued interest of $56,073. The Company, Pure, and ZQH have entered into various Extension Agreements, the current one of which is dated March 28th, 2021 (the “Extension Agreement”). The Extension Agreement prevents Pure and ZQH from taking stock rather than cash through September 1, 2021, in return for which Company makes a monthly interest payment to ZQH and Pure of $10,083, which represents 1% annual interest on the Purchase Price, compounded monthly. The Extension Agreement allows the Company to extend that period beyond September 1, 2021 under similar terms. No further Extension Agreement has been entered into to date.

 

The Company has determined via an independent land title company that substantially no asset exists at the “Rogers Project” in Rogers County, Oklahoma, which was the subject of the PSA of 87.5% Working Interest in June 2020 (see above). The Company alerted the Sellers, Pure and ZQH of our due diligence findings and informed them that we would cease payments under the terms of the agreement and do not intend to pay the full cash value contemplated under the PSA. The owners of Pure and ZQH have retained legal counsel and written a letter dated September 1, 2021 demanding that the Company pay the amounts owed. On October 19, 2021, counsel for the Company has responded, demanding that they retract their demand.