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Note 6 - Convertible Credit Line Payable and Senior Secured Convertible Notes Payable - Related Party
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements  
Convertible Debt Disclosure [Text Block]

NOTE 6 CONVERTIBLE CREDIT LINE PAYABLE AND SENIOR SECURED CONVERTIBLE NOTES PAYABLE RELATED PARTY

 

Convertible Credit Line Payable

 

On  June 1, 2021, the Company entered into a new convertible credit line agreement to borrow up to $1,500,000 and matures on  June 1, 2023. The outstanding balance accrues interest at a rate of 7% per annum and the outstanding balance is convertible to common stock of the Company at the lesser of the close price of the common stock as quoted on the OTCBB on the day interest is due and payable immediately preceding the conversion or $4.00. The Company analyzed the conversion option in the convertible line of credit for derivative accounting consideration under ASC 815, Derivative and Hedging, and determined that the transaction does qualify for derivative treatment. The Company evaluated the new convertible credit line for debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt modification as the borrowing capacity under the new credit line is greater than the borrowing capacity under the original credit line. There were no fees paid to the creditor and no unamortized deferred costs on the original credit line. Accordingly, no expense was recognized in connection with the transaction. On  August 8, 2021, the Company received $20,000 in cash proceeds from the credit line. During the six months ended  June 30, 2022, the Company amortized $3,244 of the discount as interest expense. As of  June 30, 2022, and  December 31, 2021, the unamortized discount was $7,856 and $11,100, respectively. The outstanding principal balance on the convertible credit line as of  June 30, 2022 and  December 31, 2021 amounted to $168,328. See discussion of derivative liability in Note 8 – Derivative Liability.

 

Senior Secured Convertible Notes Payable

 

On  February 25, 2022, the Company entered into secured senior secured convertible note for the purchase and sale of convertible promissory notes (“Convertible Note”) in the principal amount of $5,000,000. The Senior Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a fixed conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note purports to be secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. See Note 4 – Related Party Transactions. $413,206 from a related party were exchanged for a Convertible Note. Due to the variable conversion price in the convertible credit line, this fixed senior secured convertible note is treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $65,262, which was recorded as a discount on the senior secured convertible notes payable. During the six months ended  June 30, 2022, the Company amortized $11,175 of the discount as interest expense. As of  June 30, 2022, the unamortized discount was $54,087. The outstanding principal balance on the convertible credit line as of  June 30, 2022 amounted to $413,206. See discussion of derivative liability in Note 8 – Derivative Liability. 

 

On  February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on  February 25, 2024. The note is convertible into shares of the Company at $5.00 per share. Due to the variable convertible credit line, this fixed senior secured convertible note are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $143,214, which was recorded as a discount on the senior secured convertible notes payable. During the six months ended  June 30, 2022, the Company amortized $24,523 of the discount as interest expense. As of  June 30, 2022, the unamortized discount was $118,691. The outstanding principal balance on the convertible credit line as of  June 30, 2022 amounted to $906,753. See discussion of derivative liability in Note 8 – Derivative Liability.

 

As of  June 30, 2022, the senior secured convertible notes payable balance, net of discount was $1,147,181 with accrued interest of $8,878.